**Exhibit
      10.21**


**Execution
      Version**




**AMENDED
      AND RESTATED**




**LIMITED
      LIABILITY COMPANY AGREEMENT**




**OF**




**EUREKA
      MOLY, LLC**




**BETWEEN**




**NEVADA
      MOLY, LLC**




**AND**




**POS–Minerals
      CORPORATION**






**THE
      INTERESTS DESCRIBED AND REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
      APPLICABLE STATE SECURITIES LAWS (THE “SECURITIES LAWS”) AND MAY BE RESTRICTED
      SECURITIES AS THAT TERM IS DEFINED IN RULE 144 UNDER THE SECURITIES LAWS.
      TO THE EXTENT THE INTERESTS CONSTITUTE SECURITIES UNDER THE SECURITIES LAWS,
      THE
      SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED EXCEPT
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR QUALIFICATION UNDER THE
      SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
      SECURITIES LAWS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE
      SATISFACTION OF THE COMPANY.**


AMENDED
        AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC;
 SOLO
        COVER PAGE


**TABLE
      OF CONTENTS**




Page
                No.ARTICLE
                I DEFINITIONS
            11.1
            Definitions
            11.2
            Interpretation
            11ARTICLE
                II NAME, PURPOSES AND TERM
            122.1
            General
            122.2
            Name
            122.3
            Purposes
            122.4
            Limitation
            122.5
            Term
            132.6
            Registered
                Agent; Offices
            13ARTICLE
                III RELATIONSHIP OF THE MEMBERS
            133.1
            No
                State-Law Partnership
            133.2
            Federal
                Tax Elections and Allocations
            133.3
            State
                Income Tax
            133.4
            Tax
                Returns
            133.5
            Other
                Business Opportunities
            133.6
            Waiver
                of Right to Partition
            133.7
            Implied
                Covenants; No Additional Duties
            143.8
            Liabilities;
                Indemnification.
            14ARTICLE
                IV CONTRIBUTIONS BY MEMBERS
            154.1
            Initial
                Contributions
            154.2
            Failure
                of POS-Minerals to Make the
              Second
                and Third Contribution Installments
            174.3
            Operating
                Loan from Nevada Moly
            174.4
            Valuation
                of Nevada Moly Capital Contributions
            184.5
            Catch-Up
                Contributions
            184.6
            Additional
                Cash Contributions
            194.7
            Return
                of Contributions
            19ARTICLE
                V PERCENTAGE INTERESTS
            205.1
            Initial
                Percentage Interests
            205.2
            Changes
                in Percentage Interests
            205.3
            Voluntary
                Reduction in Percentage Interest
            205.4
            Default
                in Making Contributions.
            215.5
            Continuing
                Obligations and Liabilities
            235.6
            Elimination
                of Minority Interest
            235.7
            Grant
                of Security Interest
            24ARTICLE
                VI MANAGEMENT COMMITTEE
            256.1
            Organization
                and Composition
            25


AMENDED
            AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC;
 TABLE
            OF
            CONTENTS – Page 1





6.2
            Powers
            256.3
            Decisions
            266.4
            Major
                Decisions.
            266.5
            Meetings
            286.6
            Action
                Without Meeting
            286.7
            Matters
                Requiring Approval
            29ARTICLE
                VII MANAGER
            297.1
            Appointment
            297.2
            Powers
                and Duties of Manager
            297.3
            Standard
                of Care
            337.4
            Resignation;
                Removal; Replacement
            337.5
            Payments
                To Manager
            347.6
            Transactions
                With Affiliates
            357.7
            Activities
                During Deadlock
            35ARTICLE
                VIII PROGRAMS AND BUDGETS
            368.1
            Initial
                Program and Budget
            368.2
            Operations
                Pursuant to Programs and Budgets
            368.3
            Presentation
                of Programs and Budgets
            368.4
            Approval
                of Proposed Programs and Budgets
            368.5
            Election
                to Participate
            378.6
            Deadlock
                on Proposed Programs and Budgets
            378.7
            Budget
                Overruns; Program Changes
            378.8
            Emergency
                or Unexpected Expenditures
            37ARTICLE
                IX ACCOUNTS AND SETTLEMENTS
            389.1
            Monthly
                Statements
            389.2
            Monthly
                Capital Calls
            389.3
            Failure
                to Meet Cash Calls
            389.4
            Audits
            38ARTICLE
                X DISTRIBUTIONS; DISPOSITION OF PRODUCTION
            3910.1
            Distributions
            3910.2
            Disposition
                of Products
            4010.3
            Excess
                Nevada Moly Products
            4110.4
            Failure
                of Member to Remove Product
            42ARTICLE
                XI RESIGNATION AND DISSOLUTION
            4211.1
            Dissolution
            4211.2
            Resignation
            4211.3
            Liquidation
                and Termination After Dissolution
            4311.4
            Non-Compete
                Covenants
            4311.5
            Right
                to Data After Termination
            4311.6
            Continuing
                Authority
            43ARTICLE
                XII ACQUISITIONS WITHIN AREA OF INTEREST
            44


AMENDED
            AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC;
 TABLE
            OF
            CONTENTS – Page 2





12.1
            General
            4412.2
            Notice
                to Nonacquiring Member
            4412.3
            Option
                Exercised
            4412.4
            Option
                Not Exercised
            44ARTICLE
                XIII ABANDONMENT AND SURRENDER OF PROPERTIES
            4513.1
            Surrender
                or Abandonment of Property
            4513.2
            Reacquisition
            45ARTICLE
                XIV TRANSFER OF INTEREST
            4514.1
            General
            4514.2
            Limitations
                on Free Transferability
            4514.3
            Right
                of First Refusal
            4614.4
            Exceptions
                to Right of First Refusal
            4714.5
            Right
                to Purchase Before Foreclosure
            4714.6
            Sale
                Right
            4914.7
            Substitution
                of a Member
            5014.8
            Conditions
                to Substitution
            5014.9
            Admission
                as a Member
            50ARTICLE
                XV DISPUTES
            5115.1
            Dispute
                Resolution
            5115.2
            Executive
                Mediation
            5115.3
            Arbitration.
            51ARTICLE
                XVI GENERAL PROVISIONS
            5316.1
            Entire
                Agreement; Successors and Assigns
            5316.2
            Governing
                Law; Language
            5316.3
            Force
                Majeure
            5316.4
            Confidentiality
            5316.5
            Headings
            5416.6
            Notices
            5416.7
            Severability
            5416.8
            Amendment;
                Waiver
            5416.9
            Further
                Assurances
            5416.10
            No
                Benefit to Others
            5516.11
            Counterparts
            5516.12
            Rules
                of Construction
            5516.13
            Currency
            5516.14
            Project
                Lease
            5516.15
            Survival
                of Terms and Conditions
            55


AMENDED
            AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC;
 TABLE
            OF
            CONTENTS – Page 3


**EXHIBITS**





Exhibit
                A
            Property
                DescriptionExhibit
                B
            Accounting
                ProcedureExhibit
                C
            Tax
                MattersExhibit
                D
            InsuranceExhibit
                E
            Initial
                Program And BudgetExhibit
                F
            Major
                PermitsExhibit
                G
            Volume
                I of Bankable Feasibility StudyExhibit
                H
            Example
                Calculation of Catch-Up
                Contribution


AMENDED
            AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC;
 TABLE
            OF
            CONTENTS – Page 4


**AMENDED
        AND RESTATED**


**LIMITED
      LIABILITY COMPANY AGREEMENT**


**OF**


**EUREKA
      MOLY, LLC**




This
      Amended and Restated Limited Liability Company Agreement is made as of February
      26, 2008 (the “ Execution
      Date ”)
      between Nevada Moly, LLC, a Delaware limited liability company (“ Nevada
      Moly ”),
      and
      POS-Minerals Corporation, a Delaware corporation (“ POS-Minerals ”).




**RECITALS**




A.  The
      Company (as defined below) was formed by the filing of the certificate of
      formation of the Company by an authorized person with the Delaware Secretary
      of
      State on December 21 2007, and has been governed by the Limited Liability
      Company Agreement of the Company, dated as of January 1, 2008 (the “ Original
      LLC Agreement ”),
      by
      General Moly (as defined below), as the sole member.




B.  The
      Company owns or controls certain Properties (as defined below) in Eureka County,
      Nevada.




C.  POS-Minerals
      desires to participate with the Company in the evaluation, development, mining
      and processing of mineral resources within the Properties or any other
      properties acquired pursuant to the terms of this Agreement.




D.  Pursuant
      to the Contribution Agreement (defined below), (i) POS-Minerals has agreed
      to
      make certain capital contributions to the Company, and (ii) General Moly has
      assigned and transferred its remaining interest in the Company to Nevada Moly,
      such that POS-Minerals and Nevada Moly shall have the Membership Interests
      to be
      held by each such Member as provided in this Agreement.




E.  Nevada
      Moly and POS-Minerals now desire to amend and restate the Original LLC Agreement
      pursuant to this Agreement to reflect POS-Minerals and Nevada Moly as Members
      and to make the other changes to the governance of the Company as set forth
      herein.




**AGREEMENT**




In
      consideration of the covenants and agreements contained herein, Nevada Moly
      and
      POS-Minerals agree as follows:




**ARTICLE
      I**


**DEFINITIONS**




**1.1**  **Definitions** .
      As used
      in this Agreement, the following terms have the meanings indicated:




“ Accounting
      Procedure ”
means
      the procedures set forth in Exhibit
      B .


AMENDED
            AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 1


“ Act ”
means
      the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, *et
      seq.*




“ Affiliate ”
means with
      respect to a Person, any other Person that directly, or indirectly through
      one
      or more intermediaries, controls, or is controlled by, or is under common
      control with, such Person. As used in this definition, the word “control” (and
      its derivatives) means the possession, directly or indirectly, of the power
      to
      direct or cause the direction of the management and policies of a Person,
      whether through ownership of voting securities, by contract or otherwise.
      Notwithstanding the foregoing sentence, for purposes of this Agreement, the
      Company shall not be considered an Affiliate of Nevada Moly, POS-Minerals or
      any
      of their respective Affiliates.




“ Agreement ”
means
      this Amended and Restated Limited Liability Company Agreement and all Exhibits
      hereto, which hereby are incorporated herein by this reference.




“ Area
      of Interest ”
means
      (a) the land area within the exterior perimeter of the Project boundary as
      described in Section
      2.F.1 of the
      Plan of Operations, and (b) the land area within the five (5) mile area beyond
      the exterior perimeter of the Project boundary as described in clause
      (a) above.




“ Assets ”
means
      the Properties, Products and all other real and personal property, tangible
      and
      intangible, held by the Company, plus all existing permits, permit applications,
      bonds, financial sureties, studies, data, core samples, information, supplies
      and equipment contributed to the Company by General Moly or otherwise owned
      or
      controlled by the Company or subsequently acquired by the Company to develop
      and, if applicable, construct and operate the Project .




“ Assumed
      Liabilities ”
means
      the “Assumed Liabilities” as such term is defined in the Contribution
      Agreement.




“ Bankable
      Feasibility Study ”
means
      the Mount Hope Project Molybdenum Mine and Process Plant Bankable Feasibility
      Study, dated August 29, 2007, numbered M3-PN06236 and prepared by M3
      Engineering & Technology Corp. for Idaho General under Canadian Standard
      NI 43-101 format, consisting of a Volume I, a copy of which is
      attached as Exhibit
      G ,
      and a
      Volume II, a copy of which has been provided to each Member and is incorporated
      herein by reference.




“ BLM ”
means
      the U.S. Bureau of Land Management.




“ Budget ”
means
      a
      detailed estimate of all costs to be incurred by the Company with respect to
      a
      Program and a schedule of cash capital contributions to be made by the Members
      with respect to such Program.


“ Business
      Account ”
means
      the account maintained in accordance with the Accounting Procedure.




AMENDED
          AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 2




“ Business
      Day ”
means
      any day other than Saturday, Sunday or a day on which banks in Denver, Colorado,
      U.S. or Seoul, Republic of Korea are required or permitted by Law to
      close.




“ Capital
      Account ”
means
      the capital account maintained for each Member in accordance with Treas. Regs.
§
1.704-1(b)(2)(iv) and
      Article IV of Exhibit
      C .




“ Change
      of Control ”
      means:




(a)  with
      respect to General Moly, the completion of any transaction or series of
      transactions that results in both:




(i)  any
      “person” or “group” (in each case within the meaning of Sections 13(d) of the
      Exchange Act) becoming the “beneficial owner” (within the meaning of Rule 13d-3
      and Rule 13d-5 under the Exchange Act) of more than 35% of the aggregate voting
      power of all outstanding classes of General Moly’s voting stock; and




(ii)  a
      majority of the board of directors of General Moly ceasing to be Continuing
      Directors at the end of any period of twelve (12) consecutive months following
      the Execution Date; and




(b)  with
      respect to Nevada Moly, Nevada Moly ceasing to be an Affiliate of General
      Moly;




*provided* that
      for
      purposes of this definition:




(1)  for
      purposes of clause
      (b) above,
      the completion of any transaction or series of transactions between or among
      any
      of General Moly, Nevada Moly and their respective Affiliates shall not be deemed
      to be or result in a “Change of Control”;




(2)  a
      “person” or “group” shall not be deemed the “beneficial owner” of (A) any
      securities tendered pursuant to a tender or exchange offer made by or on behalf
      of such “person” or “group” until such tendered securities are accepted for
      purchase or exchange thereunder or (B) any securities the “beneficial
      ownership” of which (x) arises solely as a result of a revocable proxy
      delivered in response to a proxy or consent solicitation and (y) is not
      then reportable on Schedule 13D (or any successor schedule) under the Exchange
      Act; and




(3)  “ Continuing
      Directors ”
means,
      with respect to any period of twelve (12) consecutive months following the
      Execution Date, (A) individuals who at the beginning of any such period
      constituted the board of directors of General Moly and (B) any new
      directors whose election or appointment by the board of directors of General
      Moly or whose nomination for election by the stockholders of General Moly was
      approved by a vote or consent of a majority of directors then still in office
      who were either directors at the beginning of such period or whose election
      or
      nomination for election was previously approved and any new directors designated
      in or provided for in any agreement regarding such transaction.




“ Closing
      Date ”
has
      the
      meaning set forth in the Contribution Agreement.


AMENDED
          AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 3


“ Code ”
means
      the Internal Revenue Code of 1986.





“ Commercial
      Production ”
means
      the first date on which the output of roasted Products from Operations in
      accordance with the specifications for a consecutive thirty (30) day period
      equals or exceeds 1,939,000 pounds (which amount the parties agree equals
      seventy percent (70%) of the average monthly production of roasted Product
      based
      on the annual planned production for the first year of production at the Project
      as set forth in the Bankable Feasibility Study), as such planned production
      has
      been increased or decreased as set forth in any Program and Budget approved
      by
      the unanimous approval of the Management Committee hereunder. As used in this
      definition, the “ specifications ”
for
      Product shall be the following: (i) minimum of 57% molybdenum;
      (ii) maximum of 0.50% copper; (iii) maximum of 0.10% sulfur; (iv) maximum
      of 0.10% carbon, (v) maximum of 0.05% phosphorus; (vi) maximum of 1.5%
      silicon; (vii) maximum of 0.05% lead; and (viii) maximum 2.0%
      moisture **.**




“ Company ”
means Eureka
      Moly, LLC ,
      the
      Delaware limited liability company governed by this Agreement.




“ Confidential
      Information ”
means
      the terms of this Agreement and the other Project Documents, and all
      information, data, knowledge and know-how (including formulas, patterns,
      compilations, programs, devices, methods, techniques and processes) that derive
      independent economic value, actual or potential, as a result of not being
      generally known to, or readily ascertainable by, third parties and which are
      the
      subject of efforts that are reasonable under the circumstances to maintain
      their
      secrecy, including all analyses, interpretations, compilations, studies and
      evaluations of such information, data, knowledge and know-how generated or
      prepared by or on behalf of either Member, the Manager or the
      Company.




“ Continuing
      Obligations ”
means
      obligations or responsibilities with respect to a particular area of the
      Properties that are reasonably expected to, or actually, continue or arise
      after
      Operations on such particular area of the Properties have ceased or are
      suspended, including future monitoring, stabilization or Environmental
      Compliance.




“ Contributed
      Assets ”
means
      the “Contributed Assets” as such term is defined in the Contribution
      Agreement.




“ Contributed
      Assets Value ”
is
      defined in Subparagraph 4.1(b) of Exhibit
      C .




“ Contribution
      Agreement ”
means
      the Contribution Agreement, dated as of the date hereof, among Nevada Moly,
      General Moly, POS-Minerals and the Company, together with all exhibits and
      schedules thereto.




“ Default
      Rate ”
means
      a
      rate per annum equal to LIBOR *plus* eight
      percentage points (8%).




“ Default
      Trigger Event ”
means,
      with respect to a Member, the date that such Member (a) has failed to make
      all
      or any portion of its required capital contribution under Section 4.5 , 4.6 or Section
      4.7 by the
      date such capital contribution is required to be made pursuant to Section 4.5 or 4.6 or by
      the date required to allow for the distribution by the date required pursuant
      to Section 4.7 ,
      as
      applicable, and (b) has not cured such failure within 30 days after the date
      such capital contribution was required to be made.


AMENDED
          AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 4


“ Development ”
means
      all preparation for the removal and recovery of Products, including the
      construction or installation of a mill and a roasting facility, together with
      any other improvements to be used for the mining, handling, milling, processing
      or other beneficiation of Products ,
      together with all activities directed toward ascertaining the existence,
      location, quantity, quality or commercial value of additional deposits of
      Products, if any, within the Area of Interest.







“ Effective
      Date ”
means
      January 1, 2008.




“ Emergency ”
means
      a
      sudden occurrence or event determined by the Manager in accordance with Standard
      Mining Industry Practices to require immediate response or action to avoid
      or
      minimize loss of life, limb or property, including the following: collapse
      of
      the pit wall; failure of the tailings dam; mine worker fatality; acts of God;
      acts of war or terrorism or conditions arising out of or attributable to war
      or
      terrorism, whether declared or undeclared; riot, civil strife, insurrection,
      insurgency or rebellion; fire, explosion, earthquake, storm, flood, sink holes,
      drought, hurricane, tsunami or other adverse weather condition; or release
      of
      pollutants, contaminants, chemicals or industrial, toxic or hazardous substances
      as wastes into the environment.




“ Encumbrance ”
means
      mortgages, deeds of trust, security interests, pledges, liens, net profits
      interests, royalties or overriding royalty interests, other payments out of
      production, or other burdens of any nature.




“ Environmental
      Compliance ”
means
      action performed during or after Operations to comply with the requirements
      of
      all Environmental Laws or contractual commitments related to reclamation of
      the
      Properties or other compliance with Environmental Laws.




“ Environmental
      Laws ”
means
      Laws aimed at reclamation or restoration of the Properties; abatement of
      pollution; protection of the environment; protection of wildlife, including
      endangered species; ensuring public safety from environmental hazards;
      protection of cultural or historic resources; management, storage or control
      of
      hazardous materials and substances; releases or threatened release of
      pollutants, contaminants, chemicals or industrial, toxic or hazardous substances
      as wastes into the environment, including ambient air, surface water and
      groundwater; and all other laws relating to the manufacturing, processing,
      distribution, use, treatment, storage, disposal, handling or transport of
      pollutants, contaminants, chemicals or industrial, toxic or hazardous substances
      or wastes.




“ Environmental
      Liabilities ”
means
      any and all claims, actions, causes of action, damages, losses, liabilities,
      obligations, penalties, judgments, amounts paid in settlement, assessments,
      costs, disbursements, or expenses (including attorneys’ fees and costs, experts’
fees and costs, and consultants’ fees and costs) of any kind or of any nature
      whatsoever that are asserted against the Company, either Member or the Manager,
      by any Person other than the other Member, alleging liability (including
      liability for studies, testing or investigatory costs, cleanup costs, response
      costs, removal costs, remediation costs, containment costs, restoration costs,
      corrective action costs, closure costs, reclamation costs, natural resource
      damages, property damages, business losses, personal injuries, penalties or
      fines) arising out of, based on or resulting from (a) the presence, release,
      threatened release, discharge or emission into the environment of any hazardous
      materials or substances existing or arising on, beneath or above the Properties
      or emanating or migrating or threatening to emanate or migrate from the
      Properties to off-site properties; (b) physical disturbance of the environment;
      or (c) the violation or alleged violation of any Environmental
      Laws.


AMENDED
          AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 5


“ Equity
      Interest ”
means
      any Membership Interest or similar security, including warrants, options or
      other rights to acquire Membership Interests directly or indirectly, securities
      containing equity features and securities containing profit participation
      features, or any security or instrument convertible or exchangeable directly
      or
      indirectly, with or without consideration, into or for any Membership Interest
      or similar security (including convertible notes), or any security carrying
      any
      warrant or right to subscribe for or purchase any Membership Interest or similar
      security, or any such warrant or right.





“ Exchange
      Act ”
means
      the U.S. Securities Exchange Act of 1934.




“ Exxon
      Assignment ”
has
      the
      meaning set forth in the Contribution Agreement.




“ Force
      Majeure ”
means,
      with respect to a Member or Manager, any cause, whether foreseeable or
      unforeseeable, beyond its reasonable control, including labor disputes (however
      arising); acts of God; Laws of any Governmental Authority the intent or affect
      or absence of which is to prohibit or delay Operations; acts of war or terrorism
      or conditions arising out of or attributable to war or terrorism, whether
      declared or undeclared; riot, civil strife, insurrection, insurgency or
      rebellion; fire, explosion, earthquake, storm, flood, sink holes, drought,
      hurricane, tsunami or other adverse weather condition; unless caused by the
      intentional or grossly negligent acts or omissions of such Member or Manager,
      delay or failure by suppliers or transporters of materials, parts, supplies,
      services or equipment or by contractors’ or subcontractors’ shortage of, or
      inability to obtain, labor, transportation, materials, machinery, equipment,
      supplies, utilities or services; accidents; or breakdown of equipment, machinery
      or facilities not caused by the intentional or grossly negligent acts or
      omissions of such Member or Manager.




“ GAAP ”
means
      generally accepted accounting principles as used in the U.S., applied on a
      consistent basis.




“ General
      Moly ”
means
      General Moly, Inc., a Delaware corporation, successor-by-merger to Idaho
      General.




“ Governmental
      Authority ”
means
      any domestic or foreign national, regional, state, tribal, or local court,
      governmental department, commission, authority, central bank, board, bureau,
      agency, official, or other instrumentality exercising executive, legislative,
      judicial, taxing, regulatory, or administrative powers or functions of or
      pertaining to government.




“ Governmental
      Fees ”
means
      all location fees, mining claim rental fees, mining claim maintenance payments
      and similar payments required by Law to locate and hold unpatented mining
      claims.


AMENDED
          AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 6


“ Idaho
      General ”
means
      Idaho General Mines, Inc., that by corporate merger and name change effective
      October 8, 2007 became General Moly.




“ Indebtedness ”
means,
      without duplication, (a) all obligations created, issued, or incurred for
      borrowed money (whether by loan, the issuance and sale of debt securities,
      or
      the sale of property to another Person subject to an understanding or agreement,
      contingent or otherwise, to repurchase such property from such other Person);
      (b) all obligations to pay the deferred purchase price or acquisition price
      of property or services (other than accrued expenses and trade accounts payable
      incurred in the ordinary course of business); (c) all obligations to pay
      money evidenced by a note, bond, debenture, or similar instrument; and
      (d) all reimbursement obligations in respect of letters of credit or
      similar instruments issued or accepted by banks and other financial
      institutions.




“ Initial
      Contribution ”
means
      (a) with respect to Nevada Moly, the Nevada Moly Initial Contribution, and
      (b)
      with respect to POS-Minerals, the POS-Minerals Initial
      Contribution.




“ Kobeh
      Valley Ranch ”
means
      Kobeh Valley Ranch, LLC, a Nevada limited liability company and a wholly-owned
      subsidiary of General Moly.




“ KVR
      Water Lease ”
means
      the Water Rights Lease Agreement, dated as of the Effective Date, among Kobeh
      Valley Ranch, General Moly and the Company attached as Exhibit
      E-6 to the
      Contribution Agreement.




“ Law ”
means
      all applicable federal, state and local laws (statutory or common), rules,
      ordinances, regulations, grants, concessions, franchises, licenses, orders,
      directives, judgments, decrees, proclamations, instructions, requests and other
      governmental restrictions, including permits and other similar requirements,
      whether legislative, municipal, administrative or judicial in nature.




“ LIBOR ”
means,
      as of the date of determination, a rate per annum equal to the London interbank
      offered rate for deposits in dollars having a maturity of three months that
      appears on Telerate Page 3750 on or about 11:00 a.m. London time on the date
      of
      determination; *provided* that if
      the date of determination is not a Business Day or a date that the London
      interbank market for leading banks does not give quotations in dollars, then
      LIBOR shall be determined on the next succeeding Business Day or date that
      the
      London interbank market for leading banks gives quotations in
      dollars.




“ Major
      Permits ”
means
      the permits, licenses and authorizations from Governmental Authorities listed
      on Exhibit
      F .




“ Management
      Committee ”
means
      the committee established under Article
      VI .




“ Manager ”
means
      the Person appointed under Article
      VII from
      time to time as the manager of the Company.




“ Member ”
mean
      Nevada Moly and POS-Minerals and any other Person admitted as a substituted
      or
      additional Member of the Company under this Agreement.


AMENDED
          AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 7


“ Membership
      Interest ”
means,
      with respect to any Member: (a) that Member’s status as a Member; (b) that
      Member’s Capital Account and share of the profits, losses and other items of
      income, gain, loss, deduction and credits of, and the right to receive
      distributions (liquidating or otherwise) from the Company under the terms of
      this Agreement; (c) all other rights, benefits and privileges enjoyed by that
      Member in its capacity as a Member, including that Member’s rights to vote,
      consent and approve those matters described in this Agreement; and (d) all
      obligations, duties and liabilities imposed on that Member under this Agreement
      in its capacity as a Member.




“ Mining ”
means
      mining, extracting, producing, handling, milling or other processing of
      Products.




“ NMO
      Products ”
means
      Nevada Moly’s share of the Products as determined pursuant to Section
      10.1(c) .




“ Operations ”
means
      the activities carried out by the Company under this Agreement.




“ Percentage
      Interest ”
means
      the percentage interest of a Member in certain allocations of profits and losses
      and other items of income, gain, loss or deduction and certain distributions
      of
      cash or property, representing the Membership Interest of a Member in the
      Company, as such interest may from time to time be adjusted hereunder.
      Percentage Interests shall be calculated to three decimal places and rounded
      to
      two (e.g., 1.519% rounded to 1.52%). Decimals of .005 or more shall be rounded
      up. Decimals of less than .005 shall be rounded down. The initial Percentage
      Interests of the Members are set forth in Section
      5.1 .




“ Person ”
means
      a
      natural person, corporation, joint venture, partnership, limited liability
      partnership, limited partnership, limited liability limited partnership, limited
      liability company, trust, estate, business trust, association, Governmental
      Authority or any other entity.




“ Plan
      of Operations ”
means
      the Mount Hope Project Plan of Operations and Reclamation Permit Application
      prepared by SRK Consulting for Idaho General, dated June, 2006, revised
      September, 2006, and revised again June, 2007, and as revised from time to
      time.




“ POSCO
      Competitor ”
means
      a
      Person and its Affiliates (other than a Member or an Affiliate of a Member
      as of
      the Execution Date) that is engaged in the manufacture
      of steel, including hot
      rolled and cold rolled products ,
      plates,
      wire rods, silicon steel sheets or stainless steel products .




“ POS-M
      Products ”
means
      POS-Mineral’s share of the Products as determined pursuant to Section
      10.1(c) .




“ Products ”
means
      molybdenum and all other ores, minerals and mineral resources produced from
      the
      Properties for sale or distribution to the Members under this
      Agreement.




“ Program ”
means
      a
      description in reasonable detail of Operations to be conducted and objectives
      to
      be accomplished by the Manager for a year or, with respect to the Initial
      Program and Budget, from the Effective Date through Commercial
      Operations.


AMENDED
          AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 8


“ Project ”
means
      the molybdenum mine and process plant described in the Plan of
      Operations.




“ Project
      Documents ”
means
      the Transaction Documents and each other document, agreement or instrument
      attached as an Exhibit or Schedule to this Agreement or to the Contribution
      Agreement.




“ Project
      Lease ”
means
      the Lease Agreement, dated effective October 19, 2005, between Mount Hope Mines,
      Inc. and Idaho General, together with the Memorandum of Agreement that was
      filed
      for recording on January 6, 2006 in Book 430 at Page 307 in the Official Records
      of Eureka County, Nevada, as amended by the Amendment to Lease Agreement, dated
      November 20, 2007, between Mount Hope Mines, Inc. and General
      Moly.




“ Properties ”
means
      (a) those interests in real property described in Exhibit A and all
      other interests in real property within the Area of Interest that are acquired
      and held by the Company, and (b) the rights to use the Water Rights acquired
      or
      to be acquired and held by the Company.




“ Record
      of Decision ”
means
      the Record of Decision of the BLM approving Nevada Moly’s 43 CFR § 3809 Plan of
      Operations for the Project.




“ Spot
      Price ”
means
      (a) the average of the *Platt’s
      Metals Week* published prices for TMO Dealer Oxide for the month prior to the applicable
      month of sale or delivery as determined under Section
      10.1(c) ,
      or (b)
      in the event *Platt’s
      Metals Week* ceases
      to publish prices for TMO Dealer Oxide or *Platt’s
      Metals Week* ceases
      to be published, and for minerals other than molybdenum, a commercially
      reasonable spot price for Products unanimously agreed by the Representatives
      on
      the Management Committee.




“ Standard
      Mining Industry Practices ”
means,
      with respect to the performance of any act or activity, that such act or
      activity is performed in a good, workmanlike and efficient manner, in accordance
      with sound mining and other applicable industry standards and practices
      generally engaged in or observed by experienced owners and operators in the
      mining and mineral processing industries in the U.S.




“ Third
      Installment Value Adjustment ”
means
      (a) if the Third Contribution Conditions have been satisfied on or before
      December 31, 2009, zero ($0); or (b) if the Third Contribution
      Conditions have not been satisfied on or before December 31, 2009, (i)
      if POS-Minerals has made a Third Installment Election to utilize Section
      4.1(c)(i) ,
      Eighty
      Million Seven Hundred Sixty Nine Thousand Two Hundred Thirty One Dollars
      ($80,769,231); or (ii) if POS-Minerals has made a Third Installment Election
      to
      utilize Section
      4.1(c)(ii) ,
      Seventy
      Million Dollars ($70,000,000).




“ Transaction
      Document ”
means
      a
“Transaction Document” as such term is defined in the Contribution
      Agreement.




“ Transfer ” means,
      with respect to any asset, including any Membership Interest or any interest
      therein, including any right to receive distributions from the Company or any
      other economic interest in the Company, a sale, assignment, transfer,
      conveyance, gift, exchange or other disposition of such asset, whether such
      disposition be voluntary, involuntary or by merger, exchange, consolidation
      or
      other operation of Law, including the following: (a) in the case of an asset
      owned by a natural person, a transfer of such asset upon the death of its owner,
      whether by will, intestate succession or otherwise, (b) in the case of an asset
      owned by a Person that is not a natural person, a distribution of such asset,
      including in connection with the dissolution, liquidation, winding up or
      termination of such Person (other than a liquidation under a deemed termination
      solely for tax purposes), and (c) a disposition in connection with, or in lieu
      of, a foreclosure of an Encumbrance on such asset; *provided,
      however* ,
      that an
      Encumbrance on an asset shall not constitute a Transfer of such
      asset.


AMENDED
          AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 9


“ Treasury
      Regulations ”
or
      “ Treas.
      Regs. ”
means
      regulations issued by the United States Department of Treasury under the
      Code.




“ Unpaid
      Contribution Amount ”
is
      defined in Subparagraph 3.3(c) of Exhibit
      C .




“ Water
      Rights ”
means
      those water interests and permits leased to the Company pursuant to the KVR
      Water Lease or leased to the Company pursuant to the Project Lease.




“ U.S. ”
means
      the United States of America and its territories and possessions, including
      the
      District of Columbia.




In
      addition to the terms defined above, the following terms are defined in this
      Agreement as indicated below:




Term
            
            SectionAAA
            
            Section
                15.3Accounting
                Arbitrator
            
            Section
                9.4(c)Additional
                Catch-Up Contribution
            
            Section
                4.5Agent
                Member
            
            Section
                10.4Annual
                Forecast
            
            Section
                10.2(b)Appraisal
                Procedure
            
            Section
                14.5(d)Appraiser
            
            Section
                14.5(d)Arbitration
                Panel
            
            Section
                15.3(a)Catch-Up
                Contribution
            
            Section
                4.5Default
                Amount
            
            Section
                5.4(a)Delinquent
                Member
            
            Section
                5.4(a)Dispute
            
            Section
                15.1Dispute
                Party
            
            Section
                15.1Execution
                Date
            
            PreambleEncumbered
                Interest
            
            Section
                14.5(a)Encumbered
                Member
            
            Section
                14.5(a)Excess
                Nevada Moly Contribution
            
            Section
                4.3Fair
                Market Value
            
            Section
                14.5(c)First
                Contribution Installment
            
            Section
                4.1(b)(i)Foreclosure
                Notice
            
            Section
                14.5(a)Funded
                Program Amount
            
            Section
                5.3




AMENDED
          AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 10




Initial
                Catch-Up Contribution
            
            Section
                4.5Initial
                Program and Budget
            
            Section
                8.1Major
                Decision
            
            Section
                6.4(a)Monthly
                Capital Call
            
            Section
                9.2Nevada
                Moly
            
            PreambleNevada
                Moly Initial Contribution
            
            Section
                4.5Nevada
                Moly NSR Royalty
            
            Section
                5.6(b)Non-Defaulting
                Member
            
            Section
                5.4(a)Non-Encumbered
                Member
            
            Section
                14.5(a)Notice
                of Capital Requirements
            
            Section
                9.2Notified
                Member
            
            Section
                14.3(a)NSR
                Election Notice
            
            Section
                5.6(b)Offer
                Notice
            
            Section
                14.3(a)Offered
                Interest
            
            Section
                14.3(a)Offered
                Price
            
            Section
                14.3(a)Offered
                Terms
            
            Section
                14.3(a)Original
                LLC Agreement
            
            RecitalsPercentage
                Program Amount
            
            Section
                5.3Plant
            
            Section
                2.3POS-Minerals
            
            PreamblePOS-Minerals
                Initial Contribution
            
            Section
                4.5Pre-Excess
                Nevada Moly Initial Contribution
            
            Section
                4.5Pre-RD
                Advances
            
            Section
                4.3Put
                Notice
            
            Section
                14.6(a)Put
                Price
            
            Section
                14.6(b)Recipient
                Member
            
            Section
                10.4Representative
            
            Section
                6.1Resigning
                Member
            
            Section
                5.6(a)Second
                Contribution Installment
            
            Section
                4.1(b)(ii)Selling
                Member
            
            Section
                14.3(a)Surviving
                Entity
            
            Section
                14.6(a)Third
                Contribution Conditions
            
            Section
                4.1(b)(iii)Third
                Contribution Deadline
            
            Section
                4.1(c)Third
                Contribution Installment
            
            Section
                4.1(b)(iii)Third
                Contribution Installment Date
            
            Section
                4.3Third
                Installment Election
            
            Section
                4.1(c)Voting
                Interest
            
            Section
                6.3


**1.2**  **Interpretation** .
      As used
      herein, except as otherwise indicated herein or as the context may otherwise
      require: (a) the words “include,” “includes,” and “including” are deemed to be
      followed by “without limitation” whether or not they are in fact followed by
      such words or words of like import, (b) the words “hereof,” “herein,”
“hereunder,” and comparable terms refer to the entirety of this Agreement,
      including the Exhibits hereto, and not to any particular article, section,
      or
      other subdivision hereof or Exhibit hereto, (c) any pronoun shall include the
      corresponding masculine, feminine, and neuter forms, (d) the singular includes
      the plural and vice versa, (e) references to any agreement or other
      document are to such agreement or document as amended, modified, supplemented,
      and restated now or hereafter from time to time, (f) references to any
      statute or regulation are to it as amended, modified, supplemented, and restated
      now or hereafter from time to time, and to any corresponding provisions of
      successor statutes or regulations, (g) except as otherwise expressly provided
      in
      this Agreement, references to “Article,” “Section,” “preamble,” “recital,” or
      another subdivision or to an “Exhibit” are to an article, section, preamble,
      recital or subdivision hereof or an “Exhibit” hereto, and (h) references to any
      Person include such Person’s respective successors and permitted assigns. Any
      reference herein to a “day” or number of “days” (without the explicit
      qualification of “Business”) shall be deemed to refer to a calendar day or
      number of calendar days. If interest is to be computed under this Agreement,
      such interest shall be computed on the basis of a 360-day year of twelve 30-day
      months. If any action or notice is to be taken or given on or by a particular
      calendar day, and such calendar day is not a Business Day, then such action
      or
      notice may be taken or given on the next succeeding Business Day. Any financial
      or accounting terms that are not otherwise defined herein shall have the
      meanings given thereto under GAAP.


AMENDED
          AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 11


**ARTICLE
      II**


**NAME,
      PURPOSES AND TERM**




**2.1**  **General** .
      The
      Company has been duly organized pursuant to the Act by the filing of its
      certificate of formation in the office of the Delaware Secretary of State by
      an
      authorized Person. The Members agree that all of their rights with respect
      to
      the Company shall be subject to and governed by this Agreement. To the fullest
      extent permitted by the Act, this Agreement shall control as to any conflict
      between this Agreement and the Act or as to any matter provided for in this
      Agreement that is also provided for in the Act.




**2.2**  **Name** .
      The
      name of the Company shall continue to be Eureka Moly, LLC. The Manager shall
      accomplish any filings or registration required by Laws where the Company
      conducts any Operations.




**2.3**  **Purposes** .
      This
      Company is formed for the following purposes and for no others, and shall serve
      as the exclusive means by which the Members, or either of them, accomplish
      such
      purposes: (a) to acquire Assets, including the Contributed Assets; (b) to engage
      in Development and Mining on the Properties; (c) to engage in the Operations;
      (d) to construct and operate a roasting facility to roast the molybdenum
      concentrates produced on the Properties (the “ Plant ”);
      (e)
      to complete and satisfy any Environmental Compliance obligations and Continuing
      Obligations affecting the Properties; (f) to perform any other activities
      necessary, appropriate, or incidental to any of the foregoing; and (g) to
      perform any other activities approved by Representatives to the Management
      Committee holding one hundred percent (100%) of the Voting
      Interests.




**2.4**  **Limitation** .
      Unless
      the Members otherwise agree in writing, the activities of the Company shall
      be
      limited to the purposes described in Section
      2.3 ,
      and
      nothing in this Agreement shall be construed to enlarge such
      purposes.


AMENDED
          AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 12


**2.5**  **Term** .
      The
      term of the Company shall be perpetual, unless earlier dissolved pursuant to Section
      11.1 .




**2.6**  **Registered
      Agent; Offices** **.** The
      initial registered office and registered agent of the Company shall be as set
      forth in the Company’s certificate of formation. The Manager may from time to
      time designate a successor registered office and registered agent and may amend
      the certificate of formation of the Company to reflect any such change. The
      location of the principal place of business of the Company shall be at such
      location within the United States as the Manager shall from time to time
      select.




**ARTICLE
      III**


**RELATIONSHIP
      OF THE MEMBERS**




**3.1**  **No
      State-Law Partnership** .
      Nothing
      contained in this Agreement shall be deemed to constitute either Member the
      partner of the other, or to create any mining, commercial or other partnership
      (other than a partnership for federal and state tax purposes). Except pursuant
      to the authority expressly granted herein or as otherwise agreed in writing
      between the Members, neither Member shall have any authority to act for the
      Company or another Member or to assume any obligation or responsibility on
      behalf of the Company or the other Members, solely by virtue of being a
      Member.




**3.2**  **Federal
      Tax Elections and Allocations** .
      The
      Company shall be treated as a partnership for federal income tax purposes.
      Tax
      elections and allocations shall be made as set forth in Exhibit
      C .




**3.3**  **State
      Income Tax** .
      The
      Members also agree that, to the extent permissible under Law, their relationship
      shall be treated for state income tax purposes in the same manner as it is
      for
      Federal income tax purposes.




**3.4**  **Tax
      Returns** .
      The
      TMP, as defined in Exhibit
      C ,
      shall
      prepare and shall file, after approval of the Management Committee, any tax
      returns or other tax forms required.




**3.5**  **Other
      Business Opportunities** .
      Except
      as provided in Article
      XII ,
      in the
      KVR Water Lease, or as otherwise expressly provided in this Agreement, each
      Member and the Manager shall have the right independently to engage in and
      receive full benefits from business activities, whether or not competitive
      with
      the Operations, without consulting the other. The doctrines of “corporate
      opportunity” or “business opportunity” shall not be applied to any other
      activity, venture, or operation of either Member or the Manager, and neither
      Member nor the Manager shall have any obligation to any Member with respect
      to
      any opportunity to acquire any property outside the Area of Interest at any
      time, or within the Area of Interest after the termination of the Company.
      Unless otherwise agreed in writing, no Member shall have any obligation to
      mill,
      beneficiate or otherwise treat any Products in any facility owned or controlled
      by the Manager or any other Member.




**3.6**  **Waiver
      of Right to Partition** .
      The
      Members hereby waive and release all rights of partition, or of sale in lieu
      thereof, or other division of Assets, including any such rights provided by
      statute.


AMENDED
          AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 13


**3.7**  **Implied
      Covenants; No Additional Duties** .
      There
      are no implied covenants contained in this Agreement other than those of the
      contractual covenant of good faith and fair dealing. No Member shall have any
      fiduciary or other duties to the Company except as specifically provided by
      this
      Agreement, and the Members’ duties and liabilities otherwise existing at law or
      in equity are restricted and eliminated by the provisions of this Agreement
      to
      those duties and liabilities specifically set forth in this Agreement.
      Notwithstanding any contrary provision of this Agreement, in carrying out any
      duties hereunder, the Members shall not be liable to the Company nor to any
      Member for breach of any duty for any such Member’s good faith reliance on the
      provisions of this Agreement. The preceding sentence shall in no way limit
      any
      Person’s right to rely on information to the extent provided in Section 18-406
      of the Act.




**3.8**  **Liabilities;
      Indemnification** .




(a)  No
      Member
      or Manager of the Company, or any combination of the foregoing, shall be
      personally liable under any judgment of a court, or in any other manner, for
      any
      debt, obligation or liability of the Company, whether such liability or
      obligation arises in contract, tort or otherwise, solely by reason of being
      a
      Member or Manager of the Company or any combination of the
      foregoing.




(b)  The
      Company shall indemnify, defend and hold harmless each Member (including in
      such
      Member’s capacity as the Manager), and their respective Representatives,
      directors, officers, employees, agents and attorneys, from and against any
      and
      all third party losses, claims, damages and liabilities arising out of or
      relating to (i) the Company or the Operations, including Environmental
      Liabilities and Continuing Obligations, and (ii) any reimbursement by one Member
      to the other Member of any losses, claims, damages and liabilities pursuant
      to Section
      5.5 ,
      except
      in each case of clause
      (i) and (ii) to the
      extent such losses, claims, damages or liabilities (A) arise out of or result
      from any breach by such Member of any covenant contained in this Agreement
      (or
      any action or omission by the Manager in connection with its management of
      the
      Company) that constitutes fraud, willful misconduct or gross negligence or
      (B)
      constitute Losses (as such term is defined in the Contribution Agreement) that
      give rise to a claim for indemnification under Article V of the Contribution
      Agreement, which indemnification provisions under such Article V of the
      Contribution Agreement shall be the sole and exclusive remedy with respect
      to
      any such Losses. In all cases of this Section
      3.8(b) ,
      indemnification shall be provided only out of and to the extent of the net
      assets of the Company and no Member shall have any personal liability whatsoever
      on account thereof. Notwithstanding the foregoing provisions of this Section
      3.8(b) ,
      the
      Company’s indemnification pursuant to this Section
      3.8(b) as to
      third party claims shall be only with respect to such loss, liability or damage
      that is not otherwise compensated by insurance carried for the benefit of the
      Company.




(c)  To
      the
      extent that the Company and/or any of its employees participates in any employee
      benefit plan sponsored by a Member or an Affiliate of a Member, (i) such Member
      shall indemnify, defend and hold harmless the Company from and against all
      losses, claims, damages and liabilities arising out of or relating to any
      non-Company employees under any such plan, and (ii) without limiting in any
      way
      the rights of any Person or the obligations of the Company under Section
      3.8(b) ,
      the
      Company shall indemnify, defend and hold harmless such Member and/or Affiliate
      of such Member from and against all losses, claims, damages and liabilities
      arising out of or relating to any Company employees under any such
      plan.


AMENDED
          AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 14


(d)  NOTWITHSTANDING
      ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NO PERSON OTHER THAN A MEMBER OR
      THE
      COMPANY SHALL HAVE THE RIGHT TO ENFORCE ANY OBLIGATION OF A MEMBER TO CONTRIBUTE
      CAPITAL, TO FUND CONTINUING OBLIGATIONS OR TO REIMBURSE ANY OTHER MEMBER
      HEREUNDER, AND SPECIFICALLY NO LENDER OR OTHER THIRD PARTY SHALL HAVE ANY SUCH
      RIGHT, IT BEING EXPRESSLY UNDERSTOOD THAT THE CAPITAL CONTRIBUTION OBLIGATIONS,
      CONTINUING OBLIGATIONS, AND REIMBURSEMENT OBLIGATIONS OF THE MEMBERS HEREUNDER
      SHALL BE ENFORCEABLE ONLY BY A MEMBER OR THE COMPANY AGAINST ANOTHER MEMBER
      (WHICH, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ARE IN
      ALL
      SUCH CASES FOR THE BENEFIT OF THE COMPANY AND THE MEMBERS, AS APPLICABLE).
      ANY
      MEMBER MAY BRING A DIRECT ACTION AGAINST ANY OTHER MEMBER WITH RESPECT TO ANY
      OBLIGATION OF SUCH OTHER MEMBER TO CONTRIBUTE CAPITAL, TO FUND CONTINUING
      OBLIGATIONS OR FOR REIMBURSEMENT HEREUNDER WITHOUT THE REQUIREMENT TO BRING
      A
      DERIVATIVE ACTION OR TO OTHERWISE SATISFY THE REQUIREMENTS OF SECTIONS 18-1001
      THROUGH 18-1004 OF THE ACT OR OTHER SIMILAR REQUIREMENTS.




**ARTICLE
      IV**


**CONTRIBUTIONS
      BY MEMBERS**




**4.1**  **Initial
      Contributions** .
      The
      Members have or shall make the capital contributions in the form and manner
      set
      forth in this Section
      4.1 .




(a)  Pursuant
      to the Contribution Agreement, General Moly has contributed the Contributed
      Assets to the Company, and the Company has assumed from General Moly the Assumed
      Liabilities. General Moly has assigned its interest in the Company to Nevada
      Moly such that Nevada Moly has the Membership Interests in the Company described
      in this Agreement.




(b)  POS-Minerals
      has or shall contribute up to an aggregate of One Hundred Seventy Million
      Dollars ($170,000,000.00) on the terms and at the times set forth in this Section
      4.1(b) ,
      which
      capital contributions shall be used by the Company to fund the Initial Program
      and Budget and additional Programs and Budgets approved pursuant to Article
      VIII .




(i)  the
      first
      installment of Fifty Million Dollars ($50,000,000.00) (the “ First
      Contribution Installment ”)
      has
      been paid by POS-Minerals to the Company by wire transfer of immediately
      available funds as of the Closing Date pursuant to the Contribution
      Agreement;




(ii)  the
      second installment of Fifty Million Dollars ($50,000,000.00) (the “Second
      Contribution Installment”) shall be paid by POS-Minerals to the Company by
      wire transfer of immediately available funds on or before July 1, 2008, to
      an
      account designated in writing by the Manager at least fifteen (15) days prior
      to
      such date; and


AMENDED
          AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 15


(iii)  subject
      to Sections
      4.1(c) and 4.1(d) ,
      the
      final installment of Seventy Million Dollars ($70,000,000.00) (the “ Third
      Contribution Installment ”)
      shall
      be paid by POS-Minerals to the Company by wire transfer of immediately available
      funds within fifteen (15) days after the satisfaction of the following
      conditions (the “ Third
      Contribution Conditions ”):
      (A)
      the Record of Decision has become effective, and any administrative or judicial
      appeals with respect thereto are final, and (B) all Major Permits have been
      obtained. POS-Minerals may waive in writing any of the Third Contribution
      Conditions in its sole discretion.




(c)  The
      Members anticipate that the Third Contribution Conditions shall be satisfied
      on
      or before February 28, 2009. If the Third Contribution Conditions have not
      been
      satisfied on or before December 31, 2009 (the “ Third
      Contribution Deadline ”),
      then
      POS-Minerals shall have the right, but not the obligation, by written notice
      of
      its election to Nevada Moly (a “ Third
      Installment Election ”)
      delivered at any time before January 31, 2010, to either:




(i)  not
      make
      the Third Contribution Installment, in which case the Percentage Interest of
      POS-Minerals shall immediately upon delivery of the Third Installment Election
      be reduced from twenty percent (20%) to thirteen percent (13%) (and the
      Percentage Interest of Nevada Moly shall be increased from eighty percent (80%)
      to eighty-seven percent (87%)); or




(ii)  reduce
      the amount of the Third Contribution Installment from Seventy Million Dollars
      ($70,000,000.00) to Fifty-Six Million Dollars ($56,000,000.00) without any
      corresponding reduction to its Percentage Interest, in which case the reduced
      Third Contribution Installment shall continue to be payable by POS-Minerals
      on
      the date such contribution is required to be made under Section
      4.1(b)(iii) ;
      or




(iii)  resign
      from the Company as a Member, but only in the case of this clause
      (iii) ,
      if the
      Third Contribution Condition has not been satisfied because of (A) the failure
      of Nevada Moly, as the Manager, to use Standard Mining Industry Practices to
      cause the Third Contribution Conditions to have been satisfied, (B) a material
      breach by Nevada Moly of its covenants contained in this Agreement, or
      (C) a material breach by Nevada Moly or General Moly of any of their
      respective representations, warranties or covenants contained in the
      Contribution Agreement. If POS-Minerals elects to resign from the Company as
      a
      Member pursuant to this clause
      (iii) ,
      then
      the Company shall distribute to POS-Minerals, within five (5) Business Days
      of
      the date of the Third Installment Election, an amount equal to the sum of (1)
      all amounts previously contributed by POS-Minerals to the Company, *plus* (2) an
      amount calculated like interest at a rate of ten percent (10%) per annum on
      amounts contributed by POS-Minerals to the Company, determined from the date
      of
      each such contribution to the date distributed to POS-Minerals pursuant to
      this clause
      (iii) .




AMENDED
          AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 16




The
      remedies available to POS-Minerals under this Section
      4.1(c) shall be
      the sole and exclusive remedies available to POS-Minerals for the failure of
      the
      Third Contribution Conditions to be satisfied before the Third Contribution
      Deadline. THE MEMBERS AGREE THAT THE LIQUIDATED DAMAGES DESCRIBED IN THIS SECTION
      4.1(c) ARE A
      FAIR AND ADEQUATE MEASURE OF THE DAMAGES THAT WILL BE SUFFERED BY POS-MINERALS
      AS A RESULT OF THE FAILURE OF THE THIRD CONTRIBUTION CONDITIONS TO BE SATISFIED
      BEFORE THE THIRD CONTRIBUTION DEADLINE AND NOT A PENALTY.


(d)  If
      the
      Company dissolves pursuant to Section
      11.1 before
      POS-Minerals has contributed the Second Contribution Installment or the Third
      Contribution Installment to the Company, then without limiting the application
      of Subparagraphs 3.3(c) and 4.2(b) of Exhibit
      C ,
      POS-Minerals shall be permitted, but not required, to contribute such Second
      Contribution Installment and Third Contribution Installment to the Company
      and
      the amount of any Catch-Up Contribution before the liquidation of the Company
      pursuant to Section
      11.3 .




**4.2**  **Failure
      of POS-Minerals to Make the Second and Third
      Contribution** **Installments** .




(a)  If
      POS-Minerals fails to make the Second Contribution Installment pursuant to Section
      4.1(b)(ii) ,
      it
      shall be deemed to have immediately resigned from the Company as a Member,
      and
      its entire Membership Interest in the Company shall be automatically redeemed
      by
      the Company in exchange for the obligation of the Company to pay to POS-Minerals
      Twelve Million Five-Hundred Thousand Dollars ($12,500,000.00), representing
      twenty-five percent (25%) of the First Contribution Installment. POS-Minerals
      shall not be entitled to any additional consideration for its Membership
      Interest in connection with its resignation under this Section
      4.2(a) ,
      including the return of any remaining portion of its First Contribution
      Installment.




(b)  If
      POS-Minerals fails to make the Third Contribution Installment pursuant to Section
      4.1(b)(iii) after
      application of Section
      4.1(c) ,
      the
      Percentage Interest of POS-Minerals shall be reduced from twenty percent (20%)
      to ten percent (10%), the Percentage Interest of Nevada Moly shall be increased
      from eighty percent (80%) to ninety percent (90%) and the obligation of
      POS-Minerals to make the Third Contribution Installment shall be
      extinguished.




**4.3**  **Operating
      Loan from Nevada Moly** .
      If the
      Company fully expends the First Contribution Installment before July 1, 2008,
      Nevada Moly shall make advances to the Company to fund Programs and Budgets
      (“ Pre-RD
      Advances ”),
      without interest, and as soon as practicable after July 1, 2008, the amount
      of
      the Second Contribution Installment shall be applied by the Company to repay
      such advances. From the date that the Company has fully expended the First
      Contribution Installment and the Second Contribution Installment until the
      date
      POS-Minerals is required to make the Third Contribution Installment (or, if
      the
      obligation to make the Third Contribution Installment is eliminated pursuant
      to Section
      4.1(c)(i) or 4.2(b) ,
      the
      date that POS-Minerals would have been obligated to make such Third Contribution
      Installment under Section
      4.1(b)(iii) or 4.2(b) if such
      obligation had not been eliminated) (the “ Third
      Contribution Installment Date ”),
      Nevada Moly shall make additional Pre-RD Advances to fund Programs and Budgets,
      without interest. Provided that POS-Minerals makes the Third Contribution
      Installment or the Initial Catch-Up Contribution, on the Third Contribution
      Installment Date the amount of such Third Contribution Installment and the
      amount of the Initial Catch-Up Contribution shall be applied by the Company
      to
      repay to Nevada Moly the amount of any Pre-RD Advances made by Nevada Moly.
      If
      the sum of the amount of the Third Contribution Installment and the amount
      of
      the Initial Catch-Up Contribution is less than the amount of Pre-RD Advances
      made by Nevada Moly under this Section
      4.3 ,
      the
      excess amount (the “ Excess
      Nevada Moly Contribution ”)
      shall
      be deemed to be a capital contribution to the Company by Nevada Moly on the
      Third Contribution Installment Date and shall increase the Capital Account
      of
      Nevada Moly. The Members anticipate as a projection and estimate only that
      expenditures with respect to the Project from the Effective Date until the
      Record of Decision has become effective will range between approximately One
      Hundred Fifty Million Dollars ($150,000,000) and approximately Two Hundred
      Million Dollars ($200,000,000), plus the amount of any reclamation, bonding,
      royalties and payments to lessors.


AMENDED
          AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 17


**4.4**  **Valuation
      of Nevada Moly Capital Contributions** .
      For
      purposes of maintaining the Capital Accounts of the Members and for purposes
      of
      calculating the Catch-Up Contribution under Section
      4.5 ,
      the
      value of the capital contribution of Nevada Moly under Section
      4.1(a) shall be
      determined and adjusted as set forth in Subparagraph 4.1(b) of Exhibit
      C .




**4.5**  **Catch-Up
      Contributions** .
      On the
      Third Contribution Installment Date, POS-Minerals shall make a capital
      contribution to the Company (the “ Initial
      Catch-Up Contribution ”)
      in an
      amount equal to the difference of (a) the product of (i) the
      Percentage Interest of POS-Minerals, *multiplied
      by* (ii) the quotient of (A) the aggregate capital contributions made by
      Nevada Moly through and including the Third Contribution Installment Date
      (including the Contributed Assets Value of the capital contribution of Nevada
      Moly under Section
      4.1(a) as
      determined under Subparagraph 4.1(b) of Exhibit
      C ,
      reduced
      by the Third Installment Value Adjustment, but not including the Excess Nevada
      Moly Contribution) (such aggregate capital contributions as adjusted are
      referred to herein as the “ Pre-Excess
      Nevada Moly Initial Contribution ”); *divided
      by* (B) the Percentage Interest of Nevada Moly as of the Third Contribution
      Installment Date, *minus* (b) the sum of the aggregate capital contributions made by POS-Minerals
      through and including the Third Contribution Installment Date (including the
      First Contribution Installment, the Second Contribution Installment and the
      Third Contribution Installment, if any) (such aggregate capital contributions,
      together with the Catch-Up Contribution, are referred to herein as the
“ POS-Minerals
      Initial Contribution ”).
      On
      the Third Contribution Installment Date, POS-Minerals shall make a capital
      contribution to the Company (the “ Additional
      Catch-Up Contribution ”
and,
      collectively with the Initial Catch-Up Contribution, the “ Catch-Up
      Contribution ”)
      in an
      amount equal to the difference of (a) the product of (i) the
      Percentage Interest of POS-Minerals, *multiplied
      by* (ii) the quotient of (A) the sum of (I) the Pre-Excess Nevada Moly
      Initial Contribution, plus (II) the amount of any Excess Nevada Moly
      Contribution (such sum is referred to herein as the “ Nevada
      Moly Initial Contribution ”); *divided
      by* (B) the Percentage Interest of Nevada Moly as of the Third Contribution
      Installment Date, *minus* (b) the sum of (I) the POS-Minerals Initial Contribution plus (II) the
      Initial Catch-Up Contribution, if any. The Members intend that immediately
      after
      the Catch-Up Contribution pursuant to this Section
      4.5 ,
      the
      Percentage Interest of each Member shall equal the ratio of the aggregate
      capital contributions made by such Member to the Company (i.e., with respect
      to
      Nevada Moly, the Nevada Moly Initial Contribution, and, with respect to
      POS-Minerals, the POS-Minerals Initial Contribution), *divided
      by* the
      aggregate capital contributions made by all Members to the Company (i.e., the
      sum of the Nevada Moly Initial Contribution and the POS-Minerals Initial
      Contribution). An example of this calculation is attached as Exhibit
      H .


AMENDED
          AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 18


**4.6**  **Additional
      Cash Contributions** .
      From
      and after the date POS-Minerals makes the Catch-Up Contribution pursuant to Section
      4.5 ,
      subject
      to any election permitted under Section 5.3 ,
      the
      Members shall be obligated to contribute funds pursuant to adopted Programs
      and
      Budgets and to pay emergency expenditures pursuant to Section
      8.8  in
      proportion to their respective Percentage Interests .
      Contributions of additional capital to fund Programs and Budgets shall be made
      pursuant to Monthly Capital Calls in accordance with Section
      9.2 .
      Contributions, if any, to fund emergency expenditures pursuant to Section
      8.8 shall be
      made to the Company within five (5) Business Days after receipt of a written
      notice from the Manager of the amount required to be contributed by each Member
      based on such Member’s Percentage Interest to pay the expenditures with respect
      to any such emergency.




**4.7**  **Return
      of Contributions** .




(a)  Except
      as
      provided in Sections
      4.1(c)(iii) , 4.2(a) , 4.7(b) ,
      and 14.6, no
      Member
      shall be entitled to the return of any part of its capital contributions or
      to
      be paid interest in respect of either its Capital Account or its capital
      contributions. No unrepaid capital contribution shall constitute a liability
      of
      the Company, the Manager or any Member. The provisions of this Section
      4.7 shall
      not limit a Member’s rights or obligations under Article
      XI .




(b)  If
      Commercial Production at the Project is delayed beyond December 31, 2011, for
      any reason other than an event of Force Majeure, the Company shall make a
      distribution to POS-Minerals within twenty (20) Business Days after such date
      equal to (i) if the Third Contribution Conditions have been satisfied on or
      before the Third Contribution Deadline and POS-Minerals has timely made the
      Third Contribution Installment in accordance with Section
      4.1(b)(iii) after
      the application of Section
      4.1(c) ,
      Fifty
      Million Dollars ($50,000,000.00); (ii) if the Third Contribution Conditions
      have
      been satisfied on or before the Third Contribution Deadline, but POS-Minerals
      has not timely made the Third Contribution Installment in accordance with Section
      4.1(b)(iii) after
      the application of Section
      4.1(c) ,
      Zero
      Dollars ($0); (iii) if POS-Minerals has made a Third Installment Election to
      utilize Section
      4.1(c)(i) ,
      Thirty-Three Million Dollars ($33,000,000.00); (iv) if POS-Minerals has made
      a
      Third Installment Election to utilize Section
      4.1(c)(ii) and has
      made the Third Contribution Installment as adjusted pursuant to Section
      4.1(c)(ii) ,
      Thirty-Six Million Dollars ($36,000,000.00); and (v) if POS-Minerals has made
      a
      Third Installment Election to utilize Section
      4.1(c)(ii) but has
      not made the Third Contribution Installment as adjusted pursuant to Section
      4.1(c)(ii) ,
      Zero
      Dollars ($0); *provided* ,
      that
      the Members acknowledge that the Percentage Interest of POS-Minerals shall
      not
      be reduced as a result of any such distribution. Nevada Moly shall make a timely
      capital contribution to the Company in the amount of such distribution to be
      utilized to make such distribution. In the event Nevada Moly fails to make
      the
      capital contribution required pursuant to the previous sentence, Nevada Moly
      shall be subject to the provisions of Section
      5.4 .


AMENDED
          AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 19


**ARTICLE
      V**


**PERCENTAGE
      INTERESTS**




**5.1**  **Initial
      Percentage Interests** .
      As of
      the Execution Date, the Members have the following initial Percentage
      Interests:




Nevada
      Moly – eighty percent (80%)


POS-Minerals
      – twenty percent (20%).




**5.2**  **Changes
      in Percentage Interests** .
      A
      Member’s Percentage Interest shall be adjusted as follows:




(a)  As
      provided in Section
      4.1(c)(i) or **** 4.2(b) ;
      or




(b)  Upon
      an
      election by a Member pursuant to Section
      5.3 to
      contribute less to an adopted Program and Budget than the percentage reflected
      by its Percentage Interest; or




(c)  In
      the
      event of a default by a Member in making its agreed-upon contribution pursuant
      to Section
      4.7 or to an
      adopted Program and Budget pursuant to Section
      4.6 or for
      emergency expenditures pursuant to Section
      4.6 ,
      followed by an election by the other Member to invoke Section
      5.4 ;
      or




(d)  Upon
      the
      Transfer by a Member of all or less than all of its Membership Interest pursuant
      to Article
      XIV ;
      or




(e)  Upon
      the
      issuance of additional Membership Interests in the Company with the approval
      of
      the Management Committee pursuant to Section
      6.4(a)(xi) .




**5.3**  **Voluntary
      Reduction in Percentage Interest** .
      After
      POS-Minerals makes its Catch-Up Contribution pursuant to Section
      4.5 ,
      a
      Member may elect, as provided in Section
      8.5 ,
      to
      limit its contributions to an adopted Program and Budget to some lesser amount
      with respect to such Member (the “ Funded
      Program Amount ”)
      than
      the amount that would otherwise be required to be contributed by such Member
      with respect to such Program and Budget in accordance with its Percentage
      Interest (the “ Percentage
      Program Amount ”).
      If a
      Member elects to make capital contributions with respect to a Program and Budget
      in a Funded Program Amount that is less than the Percentage Program Amount
      for
      such Member, the Percentage Interest of such Member at the time of such election
      shall be reduced by an amount (expressed as a percentage) equal to (a) 1.25, *multiplied
      by* (b) the
      excess of the Percentage Program Amount less the Funded Program Amount; *divided
      by* (c) the
      sum of (i) all capital contributions made or deemed made before such date by
      all
      Members (including the Initial Contributions and any additional contributions
      made under Sections
      4.5 , 4.6 or 4.7 ) **** and
      (ii)
      the aggregate amount of capital contributions required to be contributed by
      the
      Members for the adopted Program and Budget that is the subject of the election.
      The Percentage Interest of the other Member shall be increased by the reduction
      in the Percentage Interest of the Member making the election to contribute
      the
      lesser amount with respect to the Program and Budget.




To
      illustrate the foregoing, if a Program and Budget requires aggregate capital
      contributions of One-Hundred Million Dollars ($100,000,000), a Member with
      a
      twenty percent (20%) Percentage Interest elects to contribute Ten Million
      Dollars ($10,000,000) instead of Twenty Million Dollars ($20,000,000) with
      respect to such Program and Budget Dollars, and the aggregate capital
      contributions prior to such date are One Billion Sixty-Two Million, Five Hundred
      Thousand Dollars ($1,062,500,000), then the Percentage Interest of such Member
      shall be reduced by an amount (expressed as a percentage) equal to (1) 1.25, *multiplied
      by* (2)
      Twenty Million Dollars ($20,000,000) minus Ten Million Dollars ($10,000,000), *divided
      by* One
      Billion One Hundred Sixty-Two Million, Five Hundred Thousand Dollars
      ($1,162,500,000), which equals 1.075%, and the Percentage Interest of the other
      Member shall be increased by 1.075%. The electing Member will have a Percentage
      Interest of 18.925% after such election and the other Member will have a
      Percentage Interest of 81.075% after such election.


AMENDED
          AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 20


**5.4**  **Default
      in Making Contributions** .




(a)  Subject
      to an election properly made under Section
      5.3 ,
      if,
      after the occurrence of a Default Trigger Event with respect to a Member, a
      Member (the “ Delinquent
      Member ”)
      has
      not contributed all or any portion of one or more capital contributions that
      such Member is or was required to contribute under Sections
      4.5 , 4.6 or 4.7 (the
“ Default
      Amount ”),
      then
      the other Member (the “ Non-Defaulting
      Member ”)
      may
      make an election on or before the tenth (10 th )
      day
      after, (i) in the case of a Member that is the Manager, the occurrence of the
      Default Trigger Event, or (ii) in the case of any other Member, the receipt
      of
      written notice of the occurrence of the Default Trigger Event, to exercise
      its
      rights under Section
      5.4(b) or 5.4(c) .
      If the
      Non-Defaulting Member makes such an election, the Non-Defaulting Member shall
      send a written notice to the Delinquent Member of such election on or before
      such tenth (10 th )
      day.




(b)  If
      the
      Non-Defaulting Member makes an election under this Section
      5.4(b) ,
      within
      thirty (30) days after its election, the Non-Defaulting Member shall advance
      to
      the Company an amount equal to the entire Default Amount, which advance shall
      constitute a loan from the Non-Defaulting Member to the Delinquent Member and
      a
      capital contribution of that amount to the Company by the Delinquent Member
      pursuant to the applicable provisions of this Agreement, with the following
      results:




(i)  the
      amount of such loan shall bear interest at the Default Rate from the date that
      the Non-Defaulting Member makes such loan until the date that such loan,
      together with all interest accrued and unpaid thereon, is repaid to the
      Non-Defaulting Member;




(ii)  all
      distributions or sales of Products by the Company pursuant to Section
      10.2 and
      distributions of proceeds of such sales pursuant to the last two sentences
      of Section
      10.1(a) that
      otherwise would be made to the Delinquent Member after the date of the default
      (whether before or after the dissolution of the Company) instead shall be made
      to the Non-Defaulting Member until such loan and all accrued and unpaid interest
      thereon shall have been paid in full to the Non-Defaulting Member (with payments
      being applied first to accrued and unpaid interest and then to
      principal);




(iii)  the
      principal balance of such loan and all accrued and unpaid interest thereon
      shall
      be due and payable in whole within five (5) Business Days after written demand
      to the Company by the Non-Defaulting Member, which demand may be made at any
      time after the date that is six (6) months after the date of such
      loan;


AMENDED
          AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 21


(iv)  after
      the
      default in the payment of the principal of or interest on such loan, the
      Non-Defaulting Member shall be entitled to exercise the rights of a secured
      party under the Uniform Commercial Code of the State of Delaware, as more fully
      set forth in Section
      5.7 ,
      and any
      other rights and remedies granted to it pursuant to this Agreement or available
      to it at law or in equity as the Non-Defaulting Member may deem appropriate
      in
      its sole discretion to obtain payment by the Delinquent Member of such loan
      and
      all accrued and unpaid interest thereon, all at the cost and expense of the
      Delinquent Member; and




(v)  during
      the period that any such loan is in default, all rights of such Delinquent
      Member to vote, veto or consent to any matter with respect to the Company,
      or
      for any member of the Management Committee designated by such Member to vote,
      veto or consent to any matter with respect to the Company, including any Major
      Decision or any other matter pursuant to this Agreement or the Act, shall be
      suspended, and the Percentage Interest of the Delinquent Member shall be deemed
      not outstanding for purposes of determining whether a quorum exists at any
      meeting of the Management Committee or whether any specified percentage of
      votes
      required to adopt, consent to or approve any Major Decision or any other matter
      has been obtained.




(c)  If
      the
      Non-Defaulting Member makes an election under this Section 5.4(c) ,
      on the
      date of such election, the Percentage Interest of the Delinquent Member shall
      be
      reduced by an amount (expressed as a percentage) equal to (i) 1.50, *multiplied
      by* (ii) the
      Default Amount; *divided
      by* (iii)
      the sum of (A) all capital contributions made or deemed made before such date
      by
      all Members (including the Initial Contributions and any additional
      contributions made under Sections
      4.5 , 4.6 and 4.7 ) **** and
      (B)
      the aggregate amount of capital contributions that were required to be
      contributed by all of the Members with respect to the Monthly Capital Calls
      relating to the default. The Percentage Interest of the Non-Defaulting Member
      shall be increased by the reduction in the Percentage Interest of the Delinquent
      Member.




To
      illustrate the foregoing, if a Monthly Capital Call requires aggregate capital
      contributions of One Hundred Million Dollars ($100,000,000), a Member with
      an
      eighty percent (80%) Percentage Interest defaults on the entire amount of its
      required Eighty Million Dollars ($80,000,000) capital contribution, and the
      aggregate capital contributions prior to such date are One Billion Twenty
      Million Dollars ($1,020,000,000), then the Percentage Interest of the Delinquent
      Member shall be reduced by an amount (expressed as a percentage) equal to (1) 1.50, *multiplied
      by* (2)
      Eighty Million Dollars ($80,000,000), *divided
      by* (3) One
      Billion One Hundred Twenty Million Dollars ($1,120,000,000), which equals
      10.714%, and the Percentage Interest of the Non-Defaulting Member shall be
      increased by 10.714%. The Delinquent Member will have a Percentage Interest
      of
      69.286% after such election and the other Member will have a Percentage Interest
      of 30.714% after such election.


AMENDED
          AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 22


(d)  If
      the
      Non-Defaulting Member makes an election under this Section
      5.4 **** with
      respect to the default by the Delinquent Member in making its capital
      contribution with respect to a Monthly Capital Call under Section
      4.6 ,
      the
      provisions of this Section
      5.4 shall be
      the sole and exclusive remedy for the failure by the Delinquent Member to make
      such required capital contribution. THE MEMBERS AGREE THAT THE LIQUIDATED
      DAMAGES DESCRIBED IN THIS SECTION
      5.4 ARE A
      FAIR AND ADEQUATE MEASURE OF THE DAMAGES THAT WILL BE SUFFERED BY THE
      NON-DEFAULTING MEMBER AS A RESULT OF A BREACH BY A MEMBER OF ITS OBLIGATION
      TO
      MAKE CAPITAL CONTRIBUTIONS UNDER SECTION
      4.6 AND NOT
      A PENALTY.




**5.5**  **Continuing
      Obligations and Liabilities** **.** Each
      Member shall be liable to the other Member (including in its capacity as a
      Manager) to reimburse and pay to such other Member its respective share, based
      on Percentage Interests, of any and all third party losses, claims, damages
      and
      liabilities arising out of or relating to any Environmental Liabilities and
      Continuing Obligations incurred by such other Member, but only with respect
      to
      Environmental Liabilities or Continuing Obligations arising out of, relating
      to
      or in connection with activities and Operations conducted during the period
      that
      such Member held a Membership Interest. Subject to the foregoing, the
      reimbursement obligation of a Member under this Section
      5.5 shall
      apply whether or not any such losses, claims, damages or liabilities accrue
      before or after the resignation or deemed resignation of such Member, the
      Transfer by such Member of all or any portion of its Membership Interest, the
      dissolution or liquidation of the Company, or any reduction of such Member’s
      Percentage Interest, but in each case only to the extent not indemnified by
      the
      Company pursuant to Section
      3.8(b) .
      For
      purposes of this Section
      5.5 ,
      such
      Member’s share of such liability shall be equal to its Percentage Interest at
      the time such liability was incurred (or as to any such liabilities arising
      or
      existing prior to the Execution Date, such Member’s initial Percentage
      Interest). Any resignation or deemed resignation of a Member, any Transfer
      by
      such Member of all or any portion of its Membership Interest, or any adjustment
      of a Member’s Percentage Interest under this Article
      V **** or
      otherwise shall not relieve such Member of its share of any such liability
      accruing before such resignation, Transfer or reduction. Notwithstanding the
      foregoing provisions of this Section
      5.5 ,
      the
      provisions of this Sections
      5.5 shall
      apply only in the case that the Member requesting reimbursement is finally
      determined to be personally liable for such losses, claims, damages or
      liabilities, and shall not be construed as a waiver or reduction of the
      limitations under the Act or other Law of the liability of a Member or the
      Manager for Company obligations.




**5.6**  **Elimination
      of Minority Interest** .




(a)  Upon
      the
      reduction of its Percentage Interest to an amount that is equal to or less
      than
      five percent (5%), a Member (the “ Resigning
      Member ”)
      shall
      be deemed to have resigned from the Company as a Member under Section 18-306(2)
      of the Act and to have relinquished its entire Membership Interest. Subject
      to Section
      5.6(b) ,
      the
      Resigning Member shall be entitled to no consideration whatsoever for its
      Membership Interest, other than an economic right to continue to receive
      payments of Products in kind from the Company at the times that Products are
      distributed or sold to the remaining Members in the Company and in the aggregate
      amounts that such Resigning Member would have received as distributions or
      sales
      from the Company pursuant to Section
      10.2 (based
      on the Percentage Interest of the Resigning Member at the time of the
      resignation) if the Resigning Member had remained a Member in the Company,
      but
      only until the Resigning Member has received aggregate payments or Products
      in
      kind after the date of such resignation equal to the sum of (i) the Resigning
      Member’s Capital Account as of the date of such resignation, plus (ii) interest
      at a rate of LIBOR, plus three percent (3%) on the outstanding amount that
      remains unpaid under clause (i) above from the date of the resignation until
      the
      date paid. Payment in kind of Products to such Person shall be credited to
      such
      deferred payment obligation based on the Spot Price of Products delivered to
      the
      Resigning Member after the date of the resignation. Upon any such resignation,
      the Resigning Member shall take such action as the other Member may request
      to
      evidence the relinquishment to the Company of its entire Membership Interest,
      free and clear of any Encumbrances arising by, through or under the Resigning
      Member. Any such resignation under this Section
      5.6 shall
      not relieve the resigning Member of its obligations under Section
      5.5 (whether
      any liability with respect thereto accrues before or after such resignation)
      arising out of Operations conducted prior to such resignation.


AMENDED
          AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 23


(b)  If
      POS-Minerals is the Resigning Member under Section
      5.6(a) ,
      the
      Resigning Member may elect to convert its right to payment in kind of Products
      under Section 5.6(a) to the
      Nevada Moly NSR Royalty by delivering written notice (an “ NSR
      Election Notice ”)
      of
      such election to Nevada Moly within thirty (30) days after the date of such
      resignation. Upon receipt of the NSR Election Notice, Nevada Moly shall execute
      and deliver to POS-Minerals an agreement whereby it will irrevocably agree
      to
      pay to POS-Minerals an amount (the “ Nevada
      Moly NSR Royalty ”)
      equal
      to the product of (i) an amount expressed as a percentage, the numerator of
      which equals the Percentage Interest of the Resigning Member at the time of
      the
      delivery of its NSR Election Notice, and the denominator of which equals five
      (5); *multiplied
      by* (ii) the
      amount of any gross revenue received by Nevada Moly or any of its Affiliates,
      successors or assigns, from the sale of Products produced in Operations and
      distributed to Nevada Moly; *divided
      by* (iii)
      the Percentage Interest of Nevada Moly and its Affiliates in the Company. The
      Nevada Moly NSR Royalty shall be paid monthly within thirty (30) days after
      the
      end of the month during which any gross revenue is received by Nevada Moly
      or
      any of its Affiliates. Nevada Moly shall cause General Moly to be jointly and
      severally liable for the Nevada Moly NSR Royalty, but the Company shall not
      have
      any liability or responsibility therefor, and the Nevada Moly NSR Royalty shall
      not constitute an Encumbrance on any of the Assets or Properties of the
      Company.




(c)  Notwithstanding
      anything herein to the contrary, the provisions of this Section
      5.6 shall be
      the exclusive remedies of the Company and the other Member (including in its
      capacity as Manager) for the Resigning Member’s failure to maintain a Percentage
      Interest of five percent (5%) or more.




**5.7**  **Grant
      of Security Interest** . Each
      Member hereunder grants to the other Member a security interest in its
      Membership Interest, and any accessions thereto and any proceeds and products
      therefrom, to secure each and every obligation of such Member to contribute
      capital, to repay advances made to such Member and to reimburse the other Member
      for Continuing Obligations hereunder. Each Member hereby authorizes the other
      Member to file and record all financing statements, continuation statements
      or
      other instruments necessary or desirable to perfect or effectuate the provisions
      hereof. In connection with any foreclosure, transfer in lieu, or other
      enforcement of rights in the security interest granted in this Section
      5.7 ,
      notwithstanding any contrary provision in Article XIV ,
      the
      acquiring Person shall, at the election of the remaining Member, automatically
      be admitted as a Member in the Company without any further action of the
      defaulting Member, and the defaulting Member shall take all action that the
      non-defaulting Member may reasonably request to effectuate the admission of
      the
      transferee as a Member of the Company. Notwithstanding the foregoing provisions
      of this Section
      5.7 ,
      the
      security interest granted pursuant to this Section
      5.7 shall be
      subordinate to any security interest granted by a Member in all or any portion
      of its Membership Interest to secure the Indebtedness of such Member or any
      Affiliate of such Member that is permitted under Section
      14.4(b) ,
      and
      each Member hereby agrees to execute such subordination agreements as the other
      Member or its lender may reasonably request to evidence such agreement to
      subordinate.


AMENDED
          AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 24


**ARTICLE
      VI**


**MANAGEMENT
      COMMITTEE**




**6.1**  **Organization
      and Composition** .
      The
      Members hereby establish a Management Committee consisting of four members
      (each
      referred to as a “ Representative ”):
      (a)
      two Representatives appointed by Nevada Moly and (b) two Representatives
      appointed by POS-Minerals. A Representative of Nevada Moly shall serve as chair
      of the Management Committee. Each Member may appoint one or more alternate
      Representatives to act in the absence of a regular Representative. Appointments
      of Representatives shall be made or changed by notice to the other Member.
      Representatives shall not be considered managers under the Act, but derive
      all
      of their right, power and authority from the Members. No Member or
      Representative shall have the power to bind the Company, except in such Member’s
      capacity as the Manager. All documents and instruments executed on behalf of
      the
      Company shall be signed by the Manager or by an officer or employee to whom
      the
      Manager has delegated the general or specific authority.




**6.2**  **Powers** .
      The
      Management Committee shall have exclusive authority and power to determine
      all
      management matters, overall policies, objectives, procedures, methods and
      actions under this Agreement related to the Company. This power shall include
      the powers to:




(a)  exercise
      overall direction and control of the Manager;




(b)  make
      the
      Major Decisions set forth in Section
      6.4 ;




(c)  approve
      annual financial statements, reports and production projections; approve capital
      appropriation requests (i) set forth in an approved Program and Budget in excess
      of $5,000,000, and (ii) not set forth in an approved Program and Budget in
      excess of $125,000, in each case on an individual basis;




(d)  approve
      any contract recommended by the Manager (i) set forth in an approved Program
      and
      Budget that provides for an aggregate cost to the Company of more than
      $5,000,000, and (ii) not set forth in an approved Program and Budget that
      provides for an aggregate cost to the Company of more than $125,000;
      and




(e)  approve
      budgets for community, charitable and other contributions that have not already
      been approved in an approved Program and Budget.


AMENDED
          AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 25


**6.3**  **Decisions** .
      Each of
      Nevada Moly and POS-Minerals, acting through its Representatives, shall have
      a
      number of votes on the Management Committee (a “ Voting
      Interest ”)
      equal
      to the ratio of (a) its Percentage Interest; *divided
      by* (b)
      the
      aggregate Percentage Interests of Nevada Moly and POS-Minerals; *multiplied
      by* (c) one
      hundred (100%). The Representatives appointed by Nevada Moly shall vote as
      a
      group, and the Representatives appointed by POS-Minerals shall vote as a group.
      If one but not both Representatives appointed by a Member is not present at
      a
      meeting of the Management Committee, the Representative appointed by such Member
      that is present shall have the entire Voting Interest of the appointing Member.
      Whenever any provision of this Agreement requires or permits the vote, consent
      or approval of the Members or the Management Committee, such provision shall
      be
      deemed to require or permit, as applicable, the vote, consent or approval of
      Representatives with a Voting Interest of greater than fifty percent (50%),
      unless such provision requires the vote, consent or approval of all of the
      Members or the entire Management Committee, in which case such provision shall
      be deemed to require or permit, as applicable, the vote, consent or approval
      of
      Representatives with one hundred percent (100%) of the Voting
      Interests.




**6.4**  **Major
      Decisions** .




(a)  Notwithstanding Sections
      6.1 , 6.2 or 6.3 ,
      or Article
      VII ,
      neither
      the Manager nor any agent of the Company shall have any authority to bind or
      take any action on behalf of the Company with respect to any Major Decision
      unless such Major Decision has been approved by Representatives holding one
      hundred percent (100%) of the Voting Interests. Each of the following matters
      shall constitute a “ Major
      Decision ”:




(i)  approval
      of a Program and Budget (other than approval of the Initial Program and Budget,
      which is deemed approved, but including approval of any updates to the Initial
      Program and Budget), including any Program and Budget for capital costs to
      be
      incurred prior to Commercial Production at the mine that are not within the
      scope of the Bankable Feasibility Study;




(ii)  cost
      overruns in excess of fifteen percent (15%) of an approved Program and
      Budget;




(iii)  any
      amendment or modification to any Program and Budget; *provided* ,
      that
      cost overruns that do not exceed fifteen percent (15%) of the applicable Program
      and Budget and expenditures with respect to emergencies shall be deemed to
      automatically amend such Program and Budget;




(iv)  expansion
      or contraction of the average tons per day planned production schedule of the
      mill at the Project of twenty percent (20%) or more of the relevant tons per
      day
      throughput schedule in the Bankable Feasibility Study (as such planned
      production has been increased or decreased as set forth in any Program and
      Budget approved hereunder), in each case for reasons other than regular
      maintenance or an event of Force Majeure;




(v)  termination
      of the Project;


AMENDED
          AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 26


(vi)  dissolution
      of the Company or any event that will cause the liquidation of the Company
      under
      the Code or Treasury Regulations;




(vii)  decisions
      to cease production for a period greater than three (3) months for reasons
      other
      than regular maintenance or an event of Force Majeure;




(viii)  acquisition
      or disposition of significant real property, water rights or real estate assets
      (including acquisition or disposition of significant patented and unpatented
      mining claims under Section
      7.2(n) )
      other
      than in the ordinary course of business;




(ix)  conduct
      of businesses other than the Development, construction, Operations and financing
      of the Project;




(x)  other
      than purchase money security interests or other security interests in Company
      equipment to finance the acquisition or lease of Company equipment used in
      the
      Operations, the incurrence by the Company of any Indebtedness that requires
      any
      of the following as security for the obligations arising under or with respect
      to such Indebtedness: (A) an Encumbrance on all or any material portion of
      the
      Assets; (B) the pledge by any Member of its Membership Interest; or (C) the
      guaranty by any Member or any Affiliate of any such Member of the obligations
      of
      the Company with respect to such Indebtedness; *provided* ,
      that
      nothing in this clause
      (x) shall be
      deemed to prohibit or restrict the right of a Member to pledge all or any
      portion of its Membership Interest pursuant to Section
      14.4(b) as
      security for any Indebtedness incurred by such Member;




(xi)  the
      issuance of an Equity Interest to any Person other than a Member, or the
      admission of any Person as a new Member of the Company; *provided* ,
      that
      this clause
      (xi) shall
      not be deemed to prohibit or restrict the adjustment of the Percentage Interests
      of the Members in accordance with this Agreement;




(xii)  a
      decision to construct and open an additional mine within the Project that would
      be a new mine not included in the Bankable Feasibility Study;




(xiii)  a
      decision for the Company to construct a ferromoly converter facility either
      on
      or off the Properties;




(xiv)  a
      decision to grant authorization for the Company to file a petition for relief
      under any chapter of the U.S. Bankruptcy Code, Title 11 U.S.C. or to consent
      to
      such relief in any involuntary petition filed against the Company by any third
      party, or to admit in writing any insolvency of the Company or inability to
      pay
      its debts as they become due or to consent to any receivership (or similar
      proceeding) of the Company;




(xv)  a
      contract between the Company and
      any Member or
      any Affiliate of
      a Member
      or
      any other Person to
      allow
      roasting of ore at the Company ’s
      roasting facility from such Member ’s
      or its Affiliate ’s
      or
      such other Person’s other properties , including the Hall-Tonopah project
      owned by an Affiliate of Nevada
      Moly;


AMENDED
          AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 27


(xvi)  execution
      by the Company of any contract or other agreement or arrangement between the
      Company and any Member (including in its capacity as a Manager) or Affiliate
      of
      a Member, including under Section
      7.6 ;




(xvii)  determination
      of the price at which the Company shall sell Products to the Members in
      accordance with Section
      10.2(b) ;
      and




(xviii)  replacement
      of the Manager under Section
      7.4(c) .




(b)  If
      a
      Person other than Nevada Moly or POS-Minerals (or a permitted transferee of
      the
      entire Membership Interest of Nevada Moly or POS-Minerals that is an Affiliate
      of Nevada Moly or POS-Minerals) is admitted to the Company as a Member, unless
      otherwise agreed by Nevada Moly and POS-Minerals and set forth in an amendment
      to this Agreement, such Person shall have no right to appoint a Representative
      to the Management Committee, shall have no Voting Interest, and the vote of
      such
      Person shall not be required for any decision of the Members or the Management
      Committee hereunder.




**6.5**  **Meetings** .
      Management Committee meetings shall be held at least (a) monthly during
      Development, (b) every other month during the first 12-month period after
      commencement of Commercial Production and (c) quarterly thereafter, at such
      times as the Management Committee shall determine. Management Committee meetings
      shall be held in Lakewood, Colorado at the principal office of Nevada Moly,
      or
      at such other place in the United States as Nevada Moly and POS-Minerals shall
      agree. Except for regularly scheduled meetings as agreed by the Members, the
      Manager or any Representative may call a special meeting of the Management
      Committee upon fifteen (15) days’ written notice. In case of emergency,
      reasonable notice of a special meeting shall suffice. There shall be a quorum
      if
      at least one Representative appointed by each Member is present. Each notice
      of
      a meeting shall include an itemized agenda prepared by the Manager in the case
      of a regular meeting, or by the Manager or Representative calling the meeting
      in
      the case of a special meeting, but any matters may be considered with the
      approval of one or more Representatives appointed by each Member. Meetings
      of
      the Management Committee may be held by means of conference telephone or other
      communications equipment by means of which all Persons participating in the
      meeting can hear each other, and participation in a meeting by such
      communications equipment shall constitute presence in person at the meeting.
      The
      Manager shall prepare minutes of all meetings and shall distribute copies of
      such minutes to the Representatives within seven (7) Business Days after the
      meeting. The minutes, when approved by one or more Representatives appointed
      by
      each Member, shall be the official record of the decisions made by the
      Management Committee and shall be binding on the Management Committee, the
      Manager and the Members. Reasonable costs incurred in connection with attendance
      shall be a Company cost.




**6.6**  **Action
      Without Meeting** .
      Any
      action required or permitted to be taken at a meeting of the Management
      Committee may be taken without a meeting and without prior notice if the action
      is evidenced by a written consent describing the action taken, signed by
      Representatives having the requisite Voting Interest to take such action at
      a
      meeting at which all of the Representatives were present and voted; *provided* that
      written notice of all actions taken by Representatives with less than one
      hundred percent (100%) of the Voting Interests shall be provided to all
      Representatives (other than Representatives executing such consent) not later
      than ten (10) days after the taking of such action. Action taken under this Section
      6.5 shall be
      effective when Representatives holding the requisite Voting Interest have signed
      the consent, unless the consent specifies a different effective
      date.


AMENDED
          AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 28


**6.7**  **Matters
      Requiring Approval** .
      Except
      as otherwise delegated to the Manager in Section
      7.2 ,
      the
      Management Committee shall have exclusive authority to determine all management
      matters related to the Company.




**ARTICLE
      VII**


**MANAGER**




**7.1**  **Appointment** .
      The
      Members hereby appoint Nevada Moly as the Manager with overall management
      responsibility for Development and Operations. Nevada Moly hereby agrees to
      serve unless and until it resigns or is removed as provided in Section
      7.4 .




**7.2**  **Powers
      and Duties of Manager** .
      Subject
      to the terms and provisions of this Agreement, the Manager shall have the
      following powers and duties by and on behalf of the Company, which shall be
      discharged in accordance with adopted Programs and Budgets:




(a)  The
      Manager shall manage, direct and control Operations, including mining,
      processing, stockpiling and delivering Products.




(b)  The
      Manager shall implement the decisions of the Management Committee, shall make
      from Company funds all expenditures necessary to carry out adopted Programs
      and
      Budgets, and shall promptly advise the Management Committee if the Company
      lacks
      sufficient funds for the Manager to carry out its responsibilities under this
      Agreement.




(c)  The
      Manager shall prepare and transmit to each Member proposed Programs and Budgets
      in accordance with Section
      8.3 .




(d)  The
      Manager shall: (i) purchase or otherwise acquire all material, supplies,
      equipment, water, utility and transportation services required for Operations,
      such purchases and acquisitions to be made on the best terms available, taking
      into account all of the circumstances; (ii) obtain such customary warranties
      and
      guarantees as are available in connection with such purchases and acquisitions;
      and (iii) keep the Project free and clear of all Encumbrances, except for those
      existing at the time of, or created concurrent with, the acquisition of such
      Asset, or landlord’s, mechanic’s or materialmen’s liens (which shall be released
      or discharged in a diligent manner), or Encumbrances specifically approved
      by
      the Management Committee.




(e)  The
      Manager shall conduct such title examinations and cure such title defects as
      may
      be advisable in the judgment of the Manager acting in accordance with Standard
      Mining Industry Practices. The Manager shall acquire in the name of the Company
      all necessary water rights, surface rights, rights-of-way and other real
      property interests required for the Properties.


AMENDED
          AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 29


(f)  The
      Manager shall: (i) make or arrange for all payments required by leases,
      licenses, permits, contracts and other agreements related to the Assets; (ii)
      pay all taxes, assessments and like charges on Operations and Assets (except
      taxes determined or measured by a Member’s sales revenue or net income); and
      (iii) shall do all other acts reasonably necessary to maintain the Assets.
      If
      authorized by the Management Committee, the Manager shall have the right to
      contest in the courts or otherwise, the validity or amount of any taxes,
      assessments or charges if the Manager deems them to be unlawful, unjust, unequal
      or excessive, or to undertake such other steps or proceedings as the Manager
      may
      deem reasonably necessary to secure a cancellation, reduction, readjustment
      or
      equalization thereof before the Manager shall be required to pay them, but
      in no
      event shall the Manager permit or allow title to the Assets to be lost as the
      result of the nonpayment of any taxes, assessments or like charges.




(g)  The
      Manager shall, in accordance with the Accounting Procedure, engage, hire and
      train the necessary personnel to perform the work required for the
      Project.




(h)  The
      Manager shall: (i) apply for all necessary permits, licenses and approvals;
      (ii)
      comply with Law; (iii) notify promptly the Management Committee of any
      allegations of substantial violation thereof; and (iv) prepare and file all
      reports or notices required for Operations. The Manager shall not be in breach
      of this provision if a violation has occurred in spite of the Manager’s efforts
      to comply with Standard Mining Industry Practices, and the Manager has timely
      cured or disposed of such violation through performance, or payment of fines
      and
      penalties (provided that any such payment of fines or penalties shall be without
      reimbursement from the Company to the extent arising from the fraud, gross
      negligence or willful misconduct of the Manager).




(i)  The
      Manager shall prosecute and defend, but shall not initiate without consent
      of
      the Management Committee, all litigation or administrative proceedings arising
      out of Operations; *provided,
      however* ,
      without
      the consent of the Management Committee, the Manger may prosecute and defend
      (i)
      all actions arising out of or relating to the perfection of the Water Rights
      for
      use at the Project, and (ii) all actions against the Manager or any Member
      arising out of the Operations or the performance by the Manager or any such
      Member of its obligations under this Agreement or the Contribution
      Agreement.




(j)  The
      Manager shall obtain insurance for the benefit of the Company as provided in Exhibit
      D or as
      may otherwise be determined from time to time by the Management
      Committee.




(k)  The
      Manager may dispose of Assets, whether by abandonment, surrender or Transfer
      in
      the ordinary course of business, except that Properties may be abandoned or
      surrendered only as provided in Article
      XIII .
      Without
      prior authorization from the Management Committee, however, the Manager shall
      not: (i) dispose of Assets in any one transaction having a value in excess
      of
      $100,000 (other than the distribution of Products hereunder); (ii) enter into
      any sales contracts or commitments for Product, except as provided in Section
      10.3 ;
      or
      (iii) dispose of all or a substantial part of the Assets that are necessary
      to
      achieve the purposes of the Company.


AMENDED
          AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 30


(l)  The
      Manager shall have the right to carry out its responsibilities hereunder through
      agents, Affiliates or independent contractors.




(m)  The
      Manager shall timely pay all Governmental Fees required to hold and maintain
      the
      unpatented mining claims held as a part of the Assets. To the extent required
      by
      Law, the Manager shall perform or cause to be performed during the term of
      this
      Agreement all assessment and other work required by law in order to maintain
      the
      unpatented mining claims included within the Properties. The Manager shall
      have
      the right to perform the assessment work required hereunder pursuant to a common
      plan of continued actual occupancy of such claims and sites shall not be
      required. The Manager shall not be liable on account of any determination by
      any
      court or governmental agency that the work performed by the Manager does not
      constitute the required annual assessment work or occupancy for the purposes
      of
      preserving or maintaining ownership of the claims, provided that the work done
      is in accordance with the adopted Program and Budget and, to the extent
      consistent with the adopted Program and Budget, Standard Mining Industry
      Practices. The Manager shall timely record with the appropriate county and
      file
      with the appropriate United States agency, affidavits in proper form attesting
      to the performance of assessment work or notices of intent to hold in proper
      form, and allocating therein, to or for the benefit of each claim, at least
      the
      minimum amount required by law to maintain such claim or site.




(n)  Subject
      to Section
      6.4(a)(viii) ,
      if
      authorized by the Management Committee, the Manager may: (i) locate, amend
      or relocate any unpatented mining claim or mill site or tunnel site; (ii) locate
      any fractions resulting from such amendment or relocation; (iii) apply for
      patents or mining leases or other forms of mineral tenure for any such
      unpatented claims or sites; (iv) abandon any unpatented mining claims for the
      purpose of locating mill sites or otherwise acquiring from the U.S. rights
      to
      the ground covered thereby; (v) abandon any unpatented mill sites for the
      purpose of locating mining claims or otherwise acquiring from the U.S. rights
      to
      the ground covered thereby; (vi) exchange with or convey to the U.S. any of
      the
      Properties for the purpose of acquiring rights to the ground covered thereby
      or
      other adjacent ground; and (vii) convert any unpatented claims or mill sites
      into one or more leases or other forms of mineral tenure pursuant to any Federal
      law hereafter enacted.




(o)  The
      Manager shall keep and maintain all required accounting and financial records
      pursuant to the Accounting Procedure and in accordance with customary cost
      accounting practices in the mining industry.




(p)  The
      Manager shall keep the Management Committee advised of all Operations by
      submitting in writing to the Management Committee: (i) monthly progress reports
      which include statements of expenditures and comparisons of such expenditures
      to
      the adopted Budget; (ii) periodic summaries of data acquired; (iii) copies
      of
      reports concerning Operations; (iv) a detailed final report within forty-five
      (45) days after completion of each Program and Budget, which shall include
      comparisons between actual and budgeted expenditures and comparisons between
      the
      objectives and results of Programs; and (v) such other reports as the Management
      Committee may reasonably request. At all reasonable times the Manager shall
      provide to the Members and its agents and representatives, upon the written
      request of any Representative of such Member, access to, and the right to
      inspect and copy all maps, drill logs, core tests, reports, surveys, assays,
      analyses, production reports, operations, technical, accounting and financial
      records, and other information acquired in Operations. In addition, the Manager
      shall allow the Member that is not the Manager and its agents, at the latter’s
      sole risk and expense, and subject to reasonable safety regulations, to inspect
      the Assets and Operations at all reasonable times, so long as the inspecting
      or
      auditing Member does not unreasonably interfere with
      Operations.


AMENDED
          AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 31


(q)  The
      Manager shall ensure that POS-Minerals will have adequate office space at the
      Project site headquarters (when constructed), including telephone and internet
      access, and that POS-Minerals shall be provided reasonable overnight
      accommodations to the extent housing is provided for the Manager’s officers and
      employees, the expenses of which shall be borne by the Company.




(r)  The
      Manager shall maintain Capital Accounts of the Members in accordance with Exhibit
      C .




(s)  The
      Manager shall prepare an Environmental Compliance plan for all Operations
      consistent with the requirements of any Laws or contractual obligations and
      shall include in each Program and Budget sufficient funding to implement the
      Environmental Compliance plan and to satisfy the financial assurance
      requirements of any Law or contractual obligation pertaining to Environmental
      Compliance. To the extent practical, the Environmental Compliance plan shall
      incorporate concurrent reclamation of Properties disturbed by
      Operations.




(t)  The
      Manager shall undertake to perform Continuing Obligations when and as economic
      and appropriate, whether before or after termination of Commercial Production.
      The Manager shall have the right to delegate performance of Continuing
      Obligations to persons having demonstrated skill and experience in relevant
      disciplines. As part of each Program and Budget submittal, the Manager shall
      specify in such Program and Budget the measures to be taken for performance
      of
      Continuing Obligations and the cost of such measures. The Manager shall keep
      the
      Management Committee fully informed about the Manager’s efforts to discharge
      Continuing Obligations. Each Member and its authorized agents and
      representatives shall have the right from time to time to enter the Properties
      to inspect work directed toward satisfaction of Continuing Obligations and
      audit
      books, records and accounts related thereto.




(u)  The
      funds
      that are to be deposited into the Environmental Compliance Fund shall be
      maintained by the Manager in a separate, interest bearing cash management
      account, which may include money market investments and money market funds,
      or
      in longer term investments if approved by the Management Committee. Such funds
      shall be used solely for Environmental Compliance and Continuing Obligations,
      including the committing of such funds, interests in property, insurance or
      bond
      policies, or other security to satisfy Laws regarding financial assurance for
      the reclamation or restoration of the Properties, and for other Environmental
      Compliance requirements.




(v)  The
      Manager may cause the Company to become a member of the Nevada Mining
      Association, or with the approval of the entire Management Committee, other
      national, state or local mining or other trade associations to the extent the
      Manager determines that membership in any such trade associations will benefit
      the Company.


AMENDED
          AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 32


(w)  The
      Manager shall prepare or cause to be prepared the engineering and design plans
      and specifications for the Project.




(x)  The
      Manager shall, in accordance with the Exhibit
      C ,
      prepare
      and file with Governmental Authorities all tax and other returns required by
      Law
      pertaining to the Project.




(y)  Subject
      to the availability of funds under Sections
      6.4(a)(ii) and (iii) ,
      and
      except for the permissible acquisition and disposition of assets hereunder,
      the
      Manager shall maintain in good working condition and replace when necessary
      all
      machinery, plant and equipment and other Assets.




(z)  The
      Manager shall undertake all other activities reasonably necessary to fulfill
      the
      foregoing.




Notwithstanding
      anything in this Agreement to the contrary, the Manager shall not be in default
      of any duty under this Section
      7.2 if its
      failure to perform results from the failure of the Member that is not the
      Manager or its Representatives or Affiliates to perform acts or to contribute
      amounts required under this Agreement.




**7.3**  **Standard
      of Care** .
      The
      Manager shall perform its duties under this Agreement in accordance with
      Standard Mining Industry Practices, or in accordance with the terms and
      provisions of leases, licenses, permits, contracts and other agreements
      pertaining to the Assets. Notwithstanding anything in this Agreement to the
      contrary, the Manager shall not be liable to the Members or the Company for
      any
      breach of this Agreement or other act or omission resulting in damage or loss
      except to the extent caused by or attributable to the Manager’s fraud, willful
      misconduct or gross negligence.




**7.4**  **Resignation;** **Removal** **;
      Replacement** .




(a)  The
      Manager may voluntarily resign upon six (6) months’ prior written notice to the
      Representatives of the other Member, in which case Representatives holding
      one
      hundred percent (100%) of the Voting Interests shall designate a replacement
      Manager. If any of the following shall occur with respect to the Manager, the
      Manager shall be deemed to have offered to resign, which offer may be accepted
      by the other Member in its sole discretion within thirty (30) days following
      such deemed offer:




(i)  The
      Percentage Interest of the Manager and its Affiliates becomes in the aggregate
      less than fifty percent (50%); or




(ii)  The
      Manager fails to perform a material obligation imposed upon it under this
      Agreement in a manner that constitutes fraud, willful misconduct or gross
      negligence and such failure continues for a period of sixty (60) days after
      notice from the other Member or its Representatives demanding performance;
      or




(iii)  A
      receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
      official for a substantial part of the Manager’s assets is appointed and such
      appointment is neither made ineffective nor discharged within sixty (60) days
      after the making thereof, or such appointment is consented to, requested by,
      or
      acquiesced in by the Manager; or


AMENDED
          AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 33


(iv)  The
      Manager commences a voluntary case under any applicable bankruptcy, insolvency
      or similar Law now or hereafter in effect; consents to the entry of an order
      for
      relief in an involuntary case under any such Law or to the appointment of or
      taking possession by a receiver, liquidator, assignee, custodian, trustee,
      sequestrator or other similar official of any substantial part of its assets;
      makes a general assignment for the benefit of creditors; fails generally to
      pay
      its debts as such debts become due; or takes corporate or other action in
      furtherance of any of the foregoing; or




(v)  Entry
      is
      made against the Manager of a judgment, decree or order for relief affecting
      a
      substantial part of its assets by a court of competent jurisdiction in an
      involuntary case commenced under any applicable bankruptcy, insolvency or other
      similar law of any jurisdiction now or hereafter in effect.




(b)  The
      Manager may be removed at any time by the holders of a majority of the Voting
      Interests (including the Voting Interests of the Manager and its Affiliates).
      The Manager may also be removed by the holders of a majority of the Voting
      Interests (exclusive of the Voting Interests of the Manager and any Affiliate
      of
      the Manager) after the occurrence of a final non-appealable judgment or
      determination of a court of competent jurisdiction or arbitration panel finding
      that the Manager has committed gross negligence, willful misconduct or
      fraud.




(c)  In
      the
      event the Manager resigns, is deemed to resign or is removed pursuant to this Section
      7.4 ,
      a
      Member may propose a replacement Manager that has reasonably sufficient
      financial resources and experience in the molybdenum mining and beneficiation
      industry to conduct the Operations in a commercially reasonable manner. Such
      a
      replacement Manager shall be subject to the approval of Representatives holding
      one hundred percent (100%) of the Voting Interests, such approval not to be
      unreasonably withheld or delayed; *provided* ,
      that if
      the Manager is removed pursuant to Section
      7.4(b) ,
      (i) if
      any individuals who are Representatives of Nevada Moly were responsible for
      all
      or any part of the conduct giving rise to the removal of the Manager, such
      individuals shall immediately be removed and replaced by Nevada Moly as
      Representatives, (ii) any replacement Manager proposed by Nevada Moly shall
      be
      subject to an absolute veto right of POS-Minerals, which right may be exercised
      by POS-Minerals in its sole and absolute discretion, and (iii) any individual
      proposed as the general manager for the Operations shall be subject to an
      absolute veto right of POS-Minerals, which right may be exercised by
      POS-Minerals in its sole and absolute discretion.




(d)  Notwithstanding
      anything herein to the contrary, the resignation or removal of a Person as
      the
      Manager shall not require or result in the resignation or removal of such Person
      as a Member, reduce the Percentage Interest or Voting Interest of such Member
      or
      its Representatives, or restrict the right of such Member to appoint
      Representatives to the Management Committee.




**7.5**  **Payments
      To Manager** .
      The
      Manager shall be compensated for its services and reimbursed for its costs
      hereunder in accordance with the Accounting Procedure.


AMENDED
          AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 34


**7.6**  **Transactions
      With Affiliates** .




(a)  Subject
      to Sections
      7.6(b) and 7.6(c) ,
      the
      Company shall not enter into any agreement or contract (including the payment
      of
      any fees or other compensation) with the Manager, any Affiliate of the Manager
      or any Member, or any material modification or amendment to any such agreement
      or contract, except (a) on terms that have been approved by Representatives
      of
      the Member that is not the Manager (including as may have been approved in
      a
      Program and Budget) or (b) that are specifically set forth in this
      Agreement.




(b)  Notwithstanding Section
      7.6(a) or any
      other provision of this Agreement to the contrary, the Members acknowledge
      and
      agree that the services and duties to be performed by the Manager hereunder
      may
      be delegated to any Affiliate of the Manager and performed by any such
      Affiliate, or any of its officers, employees, contractors or agents, and the
      costs and charges of such Affiliates in the performance of such duties shall
      be
      reimbursed by the Company and subject to the other charges to the Business
      Account to the same extent as if such costs were incurred directly by the
      Manager, but in all cases subject to the requirements of the Accounting
      Procedure. The delegation by the Manager of any of its duties or obligations
      hereunder shall not relieve or release the Manager from any such duties or
      obligations, including the cost to account for any such reimbursements or costs
      incurred by Affiliates of the Manager as and to the extent provided in the
      Accounting Procedure.




(c)  If
      a
      Dispute or question shall arise relating to the application of this Section
      7.6 or any
      other conflict of interest between the Manager or any of its Affiliates, on
      the
      one hand, and the Company or any other Member, on the other hand, any action
      taken by the Manager, in the absence of bad faith, fraud, willful misconduct
      or
      gross negligence, shall not constitute a breach of this Agreement or any other
      Transaction Document or a breach of any standard of care or duty imposed herein.
      Notwithstanding anything to the contrary in this Agreement, (i) if it is
      determined that the Manager or any of its Affiliates received an Administrative
      Charge or other payment beyond that to which they were entitled, the Manager
      shall, or shall cause its Affiliate to, reimburse the Company for such
      overpayment, regardless of whether such overpayment was the result of any bad
      faith, fraud, willful misconduct or gross negligence, and (ii) if it is
      determined that the Manager or any of its Affiliates is entitled to receive
      an
      Administrative Charge or other payment beyond that which it actually received,
      the Company shall promptly pay to the Manager or such Affiliate of the Manager
      such underpayment.




**7.7**  **Activities
      During Deadlock** .
      If the
      Management Committee for any reason fails to adopt a Program and Budget, subject
      to the contrary direction of the Management Committee and to the receipt of
      necessary funds, the Manager shall continue Operations at levels substantially
      comparable with the last adopted Program and Budget and as necessary to protect
      the interests of the Members and maintain the integrity of the Project. For
      purposes of determining the required contributions of the Members, the last
      adopted Program and Budget shall be deemed extended and Article
      IV shall
      continue to apply.


AMENDED
          AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 35


**ARTICLE
      VIII**


**PROGRAMS
      AND BUDGETS**




**8.1**  **Initial
      Program and Budget** .
      The
      initial Program and Budget, covering the entire period from the Effective Date
      through commencement of Commercial Production (the “ Initial
      Program and Budget ”),
      a
      copy of which is attached as Exhibit
      E ,
      shall
      hereby be deemed to have been adopted by the Management Committee. The Initial
      Program and Budget contains a monthly Budget through December 31, 2008, and
      annual Budgets thereafter through the commencement of Commercial Production.
      The
      Initial Program and Budget shall be updated annually through the commencement
      of
      Commercial Production.




**8.2**  **Operations
      Pursuant to Programs and Budgets** .
      Except
      as otherwise provided in Section
      8.8 and Article
      XII ,
      Operations shall be conducted, expenses shall be incurred, and Assets shall
      be
      acquired only pursuant to approved Programs and Budgets. Each Program and Budget
      adopted pursuant to this Agreement shall (a) provide for accrual of reasonably
      anticipated Environmental Compliance expenses for all Operations contemplated
      under the Program and Budget and (b) shall provide for the payment of all
      obligations of the Company under real property and equipment lease
      obligations.




**8.3**  **Presentation
      of Programs and Budgets** .
      Proposed Programs and Budgets (including any updates to the Initial Program
      and
      Budget) shall be prepared by the Manager for calendar year periods. Not later
      than November 1 of each calendar year, a proposed Program and Budget for the
      succeeding calendar year shall be prepared by the Manager and submitted to the
      Management Committee. **** The
      proposed Program and Budget shall be accompanied by a notice of the date and
      time of the meeting to be held pursuant to Section
      8.4 to
      consider the proposed Program and Budget, which date shall not be less than
      twenty (20) days after the submission of the proposed Program and Budget to
      the
      Management Committee. Pursuant to a written request to the Manager, the
      Representatives of a Member shall be entitled to review during normal business
      hours of the Manager all working papers and other reasonable documentation
      prepared by the Manager or in the possession of the Manager that support any
      proposed or adopted Program and Budget.




**8.4**  **Approval
      of Proposed Programs and Budgets** .
      On or
      before December 1 of each year after submission of a proposed Program and Budget
      (including any updates to the Initial Program and Budget) at a meeting of the
      Management Committee to be held at the principal office of the Manager, or
      at
      such other place as the Representatives shall agree, the Representatives of
      each
      Member shall submit to the Management Committee: (a) that the Representatives
      of
      such Member approve the proposed Program and Budget, (b) proposed modifications
      to the proposed Program and Budget; or (c) that the Representatives of such
      Member reject the proposed Program and Budget. If the Representatives of a
      Member do not approve the proposed Program and Budget, then the Management
      Committee shall seek to develop a Program and Budget acceptable to the
      Representatives of each Member. If one or more Representatives of a Member
      fail
      to attend any meeting of the Management Committee the purpose of which is to
      review and approve a Program and Budget, then such meeting shall be postponed
      to
      the same place and time on a date that is not less than five (5) Business Days
      after that date of the original meeting, and written notice of such postponed
      meeting shall be provided by the Company to the Representatives of each Member.
      If one or more Representatives of a Member fail to attend any such postponed
      meeting, then the Representatives of the Members at such postponed meeting
      may
      approve the proposed Program and Budget; *provided* ,
      that no
      other action may be taken at such postponed meeting.


AMENDED
          AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 36


**8.5**  **Election
      to Participate** .
      By
      notice to the Management Committee within twenty (20) days after the final
      vote
      adopting a Program and Budget, if the first sentence of Section
      4.6 is
      applicable, a Member may elect to contribute to such Program and Budget (other
      than the Initial Program and Budget) in some lesser amount than the amount
      that
      would otherwise be required to be contributed by such Member based on its
      Percentage Interest, or may elect not to contribute any amount, in which cases
      its Percentage Interest shall be adjusted as provided in **** Section
      5.3 .
      If a
      Member fails to so notify the Management Committee, the Member shall be deemed
      to have elected to contribute to such Program and Budget in proportion to its
      respective Percentage Interest. Notwithstanding the foregoing provisions of
      this Section
      8.5 ,
      a
      Member shall be subject to the provisions of Section
      5.5 if such
      Member does not contribute to a Program and Budget a sufficient amount to
      maintain its Percentage Interest at five percent (5%) or greater after the
      application of Section
      5.3 .
      Notwithstanding the election by a Member not to participate or to participate
      in
      a lesser amount in any Program and Budget, such Member shall make the capital
      contributions required by Section
      8.8 to fund
      emergency expenditures.




**8.6**  **Deadlock
      on Proposed Programs and Budgets** .
      If the
      Management Committee does not approve a Program and Budget (or any updates
      to
      the Initial Program and Budget) by the beginning of the period to which the
      proposed Program and Budget relates, the provisions of Section
      7.7 shall
      apply.




**8.7**  **Budget
      Overruns; Program Changes** .
      The
      Manager shall immediately notify the Management Committee of any material
      departure from an adopted Program and Budget. If the Manager causes or increases
      budget overruns by more than fifteen percent (15%) of the expenditures called
      for in such Budget for any year, then, unless otherwise agreed by the Management
      Committee by unanimous vote or ratification of the Representatives, any excess
      expenditures over such fifteen percent (15%) ceiling, unless directly caused
      by
      an Emergency expenditure made pursuant to Section
      7.7 or 8.8 ,
      shall
      be at the sole cost and expense of the Manager. Budget overruns of fifteen
      percent (15%) or less and expenditures for Emergencies in accordance with Section
      8.8 shall be
      a cost and expense of the Company and subject to Monthly Capital
      Calls.




**8.8**  **Emergency
      or Unexpected Expenditures** .
      In case
      of Emergency, the Manager shall have the right and obligation to take such
      actions as the Manger deems necessary to protect life, limb or property, to
      protect the Assets, to comply with Law and to minimize losses to the Company,
      in
      each case in accordance with Standard Industry Practice. The Manager may also
      make expenditures in accordance with Standard Industry Practice for unexpected
      events that are beyond its reasonable control and that do not result from a
      breach by it of its standard of care; *provided* in
      the
      case of unexpected events that are not Emergencies, such expenditures do not
      cause or increase budget overruns of the approved Budget by fifteen percent
      (15%) or more. The Manager shall promptly notify the Representatives of any
      such
      Emergency or unexpected event, and, to the extent the expenditures with respect
      to such Emergency or unexpected event cause or increase budget overruns of
      the
      approved Program and Budget of greater than fifteen percent (15%), shall seek
      ratification of any such expenditures by the unanimous vote of the Management
      Committee. If expenditures incurred by the Manager with respect to an Emergency
      or unexpected event cause or increase budget overruns of the approved Program
      and Budget of greater than fifteen percent (15%), the Manager shall be
      reimbursed for such expenditures, (a) in the case of an Emergency, whether
      or
      not approved or ratified by the unanimous vote of the Management Committee,
      or
      (b) in the case of an unexpected event that is not an Emergency, only if
      approved or ratified by the unanimous vote of the Management
      Committee.


AMENDED
          AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 37




**ARTICLE
      IX**


**ACCOUNTS
      AND SETTLEMENTS**




**9.1**  **Monthly
      Statements** .
      The
      Manager shall submit to the Management Committee monthly statements of account
      reflecting in reasonable detail the charges and credits to the Business Account
      within seven (7) Business Days after the end of each such month.




**9.2**  **Monthly
      Capital Calls** .
      On the
      basis of the adopted Program and Budget, the Manager shall make monthly capital
      calls (“ Monthly
      Capital Calls ”)
      after
      the Third Contribution Installment Date by submitting to each Member prior
      to
      the last day of each month, a Notice of Capital Requirements for (a) estimated
      cash requirements for the following month (plus the amount of required
      reserves), *less* (b)
      the
      aggregate amount of any capital contributions made in months prior to the date
      of the Notice of Capital Requirements in excess of the amounts required to
      fund
      adopted Programs and Budgets for such prior months, *plus* (c) the
      amount by which expenditures for adopted Programs and Budgets for months prior
      to the date of the Notice of Capital Requirements exceeded the amount of capital
      contributions made in such prior months. **** The
      “ Notice
      of Capital Requirements ”
for
      each Monthly Capital Call shall set forth for such Monthly Capital Call the
      calculation of the aggregate amount to be contributed by the Members for such
      month and the components thereof described in clauses
      (a) , (b) and (c) above,
      and the amount to be contributed by each Member based on its Percentage
      Interest, subject to any election permitted under Section
      5.3 .
      Within
      ten (10) days after receipt of each such Notice of Capital Requirements, each
      Member shall pay to the Manager as a capital contribution to the Company its
      proportionate share of the estimated amount. Time is of the essence of payment
      of such capital contributions. The Manager shall at all times maintain a cash
      balance approximately equal to the rate of disbursement for up to thirty (30)
      days. All funds in excess of immediate cash requirements shall be invested
      in
      interest-bearing accounts for the benefit of the Business Account. The Members
      shall, after Commercial Production begins, consider requiring the Manager to
      make weekly capital calls in lieu of Monthly Capital Calls.




**9.3**  **Failure
      to Meet Cash Calls** .
      Subject
      to Section
      8.5 ,
      a
      Member who fails to make capital contributions in the amounts and at the times
      specified in Section
      9.2 shall be
      in default, and the non-defaulting Member shall have those rights, remedies
      and
      elections set forth in Section
      5.4 .




**9.4**  **Audits** .




(a)  The
      Manager shall order an independent audit of the financial statements of the
      Company for each fiscal year of the Company. The initial independent auditor
      shall be PriceWaterhouseCoopers L.L.P. In the event PriceWaterhouseCoopers
      L.L.P. no longer is the independent auditor for any reason, any subsequent
      auditor shall be unanimously agreed upon by the Management Committee (with
      each
      Member’s consent to a subsequent auditor proposed by the Manager not to be
      unreasonably withheld if the subsequent auditor is another nationally recognized
      public accounting firm with expertise in auditing mining
      companies).


AMENDED
            AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 38


(b)  Upon
      reasonable written notice to the Manager, each Member may appoint a second
      auditor of its own selection and at its own cost within three (3) months after
      receipt of the annual audit report and financial statements with respect to
      any
      fiscal year. Such second auditor shall (as the agent and representative of
      the
      appointing Member) be entitled to access to the books and records of the Company
      pursuant to Section
      7.2(p) during
      normal business hours, so long as such auditor does not unreasonably interfere
      with or disrupt Operations. The auditing Member shall reimburse the Manager
      or
      the Company, as applicable, for all reasonable out-of-pocket costs and expenses
      incurred by the Manager or the Company in complying with any such request.
      The
      auditing Member shall provide a copy of the audit report of its appointed
      auditor, and shall within thirty (30) days after completion of any such audit
      provide written notice to the Manager of any exceptions or discrepancies
      identified in such audit.




(c)  All
      exceptions to and claims for discrepancies under Section
      9.4(b) ,
      disputes as to price and terms of Product under Section
      10.2(b) ,
      and
      disputes regarding the most competitive price under Section
      10.3(b) shall be
      resolved by an accounting arbitration before a nationally recognized public
      accounting firm (other than the accounting firm that performs the Company’s
      annual financial statement audit) with expertise in auditing mining companies
      selected by the entire Management Committee (the “ Accounting
      Arbitrator ”)
      within
      thirty (30) days after (i) in the case of Section
      9.4(b) ,
      receipt
      of a notice of exceptions or discrepancies, (ii) in the case of Section
      10.2(b) ,
      a
      notice from a Member to the other Member that the first Member desires to submit
      a dispute under Section
      10.2(b) to this Section
      9.4(c) ,
      and
      (iii) in the case of Section
      10.3(b) ,
      receipt
      by Nevada Moly from POS-Minerals of its written determination under Section
      10.3(b) that the
      competitive price information was not reasonably calculated by Nevada Moly.
      The
      procedures for any such accounting arbitration and the evidence to be reviewed
      by the Accounting Arbitrator shall be determined by the Accounting Arbitrator; *provided* ,
      that
      the scope of the accounting arbitration shall be limited to (1) in the case
      of Section
      9.4(b) ,
      the
      exceptions and discrepancies set forth in the notice from the auditing Member,
      (2) in the case of Section
      10.2(b) ,
      the
      price and other terms of sales of Product under Section
      10.2(b) ,
      and (3)
      in the case of Section
      10.3(b) ,
      the
      determination of the most competitive price. To the extent practicable, the
      accounting arbitration shall be completed, and the Accounting Arbitrator shall
      render its written decision, within forty-five (45) days after the appointment
      of the Accounting Arbitrator.




**ARTICLE
      X**


**DISTRIBUTIONS;
      DISPOSITION OF PRODUCTION**




**10.1**  **Distributions** .




(a)  Disposition
      by the Company of Products shall be governed by Sections
      10.2 , 10.3 and 10.4 and,
      except as provided in those Sections, the Company shall not dispose of any
      Products and (notwithstanding anything to the contrary elsewhere in this
      Agreement) the Manager shall have no authority to bind the Company with respect
      to any disposition of any Products except in accordance with this Section
      10.1 and Sections
      10.2 , 10.3 and 10.4 .
      All
      cash resulting from disposition of POS-M Products shall be distributed to
      POS-Minerals. All cash resulting from disposition of NMO Products shall be
      distributed to Nevada Moly.


AMENDED
            AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 39


(b)  All
      distributions to the Members shall be in cash, except as provided in Section
      10.1(d) or
      except as otherwise determined by the entire Management Committee. Except as
      provided in Section
      10.1(a) and Section
      10.1(d) ,
      (i) no Member shall have the right to demand distributions in cash or in
      kind; (ii) the aggregate amount of all distributions to the Members and the
      timing of such distributions shall be determined by the Management Committee;
      (iii) distributions shall be made to the Members in accordance with their
      respective Percentage Interests.




(c)  The
      Members’ respective shares of Products shall be determined on a monthly basis as
      of the last day of each month, and each Member’s share of Products shall equal
      the Member’s Percentage Interest multiplied by the aggregate amount of Products
      produced during the month. If a Member’s Percentage Interest has changed during
      the month, the Percentage Interest for purposes of this Section
      10.3 shall
      equal the average daily Percentage Interest for the month. Products sold to
      a
      Member under Section
      10.2 shall be
      deemed sold on the last day of the month, and Products distributed in kind
      to a
      Member shall be deemed distributed on the last day of the month.




(d)  A
      Member
      may, in lieu of purchasing its share of Products, by written instruction to
      the
      Company, elect to receive its share of Products in kind, or to take actions
      as
      appropriate to cause the sale of its share of Products by the Company to a
      third
      party purchaser on the terms determined by the Member; *provided* that the
      Member shall bear directly all additional costs, expenses, losses, claims,
      damages and liabilities incurred as a result of any election under this Section
      10.1(d) .
      Any
      cash payments or other consideration received by a Member in connection with
      its
      share of Products sold under this Section
      10.1(d) shall be
      deemed to have been received by the Company and distributed to the Member.
      A
      Member shall provide to the Manager all information needed to make the
      determinations required under Exhibit
      C with
      respect to its share of Products.




**10.2**  **Disposition
      of Products** .




(a)  Except
      as
      provided in Section
      10.1(d) ,
      each
      Member shall be sold and take in kind its share of all Products. Each Member
      may
      thereafter separately dispose of the Products it has purchased from the Company.
      Each Member shall bear directly all costs and expenses incurred in connection
      with such separate disposition.


AMENDED
            AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 40


(b)  On
      or
      before the date that is sixty (60) days prior
      to
      the anticipated date of
      Commercial Production and
      not
      later than sixty (60) days prior
      to
      the beginning of each calendar year thereafter, the Manager shall
      deliver to the Management
      Committee an
      estimate of the quantity and timing of production of Products for
      such
      calendar year or other period, *provided* ,
      that
      such estimate shall not be binding on the Manager .
      Within
      thirty (30) days after
      receipt of such estimate, the Representatives of
      each Member shall
      deliver to the Manager its
      nomination, based on the Manager ’s
      estimate, of the types (i.e. powder, briquette or ferromoly) and relative amount
      of each such type requested to be sold to such Member in
      kind
      based on its Percentage
      Interest .
      The Representatives shall
      thereafter work together in good faith to agree upon an annual forecast (the
      “ Annual
      Forecast ”)
      of
      monthly scheduled sales of Products
      to the Members during
      the relevant period based on the foregoing estimate and nominations. To the
      extent of actual production, the Manager shall
      thereafter sell
      or
      distribute to each Member, or sell on behalf of the Company, such Member’s share
      (based upon the Member’s Percentage Interest) of Products, as directed and in
      the types and amounts specified by the Member, **** to
      the
      extent practicable in accordance with the Annual
      Forecast ,
      except
      to the extent such sales of such amounts and types create an unreasonable burden
      on the Company or
      any
      other Member . The
      Manager shall give the Members notice at least ten (10) days in advance of
      the
      delivery date upon which their respective shares of Products will be available
      for sale. The Products shall be sold to the Members at the price determined
      quarterly by the entire Management Committee; *provided* that
      the
      price shall be a representative market price taking into consideration the
      competitive market conditions, along with normal volume discounts, commissions,
      and transportation differentials; and *provided,
      further* , ** that
      the
      price shall not be higher than the price received by Nevada Moly or any of
      its
      Affiliates for external spot sales during the quarter. **** The
      Manager may offset the distribution to be made to a Member pursuant to the
      last
      two sentences of Section
      10.1(a) against
      the sales price to be paid by a Member for the Product sold to such Member.
      All
      disputes or disagreements concerning the price or other terms of sales of
      Product under this Section
      10.2(b) shall be
      resolved by the Accounting Arbitrator in accordance with Section
      9.4(c) , *provided* that
      the
      Accounting Arbitrator shall keep all information provided by a Member
      confidential and shall not disclose such information to the other
      Member.




(c)  Any
      costs
      of the Company for severance taxes, net proceeds taxes, ad valorem taxes and
      other taxes or royalties imposed (including any potential federal royalties
      that
      may be imposed in the future) in connection with the production of Products
      shall be an expense of the Company subject to Monthly Capital Calls. Any
      additional expenditures incurred by the Company in the selling in kind and
      separate disposition thereafter by any Member of its proportionate share of
      Products, including any storage, freight to final destination, insurance, and
      premiums for the incremental cost of one type of Product over another type
      of
      Product (i.e. powder, briquette or ferromoly), shall be an expense of such
      Member, and shall be reimbursed by such Member to the Company within thirty
      (30)
      days of receipt of an invoice for the same from the Manager. Any such
      reimbursement shall not be considered a capital contribution and shall not
      increase the Capital Account of the reimbursing Member.




**10.3**  **Excess
      Nevada Moly Products** .




(a)  If
      Nevada
      Moly determines in its sole discretion that it has quantities of Product that
      are sold or distributed to it, or that are available for sale, by the Company
      and that are unsold and uncommitted to third parties, Nevada Moly shall offer
      such quantities of Product to POS-Minerals, in which case POS-Minerals shall
      have the right to acquire all or any portion of such unsold and uncommitted
      quantities at the most competitive price received by Nevada Moly from
      third-parties for Product sales of similar quantities, with similar
      specifications over similar time periods and on transportation and other similar
      terms, as reasonably determined by Nevada Moly.


AMENDED
            AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 41


(b)  If
      POS-Minerals exercises its right pursuant to the preceding sentence, upon
      reasonable notice to Nevada Moly, POS-Minerals shall have the right to appoint
      a
      nationally-recognized independent certified public accounting firm with
      experience in the mining industry to audit the records of Nevada Moly and its
      Affiliates, if applicable, during normal business hours, and so long as such
      auditor does not unreasonably interfere with or disrupt the operations of Nevada
      Moly and General Moly, to verify that the most competitive price was reasonably
      calculated in accordance with Section
      10.3(a) ,
      which
      firm shall keep confidential from POS-Minerals and not disclose to any Person
      the price and other information that it reviews, and shall only inform
      POS-Minerals in writing whether such most competitive price information was
      or
      was not reasonably calculated by Nevada Moly. A copy of such determination
      shall
      promptly be provided to Nevada Moly. All exceptions to and claims for
      discrepancies shall be resolved by the Accounting Arbitrator in accordance
      with Section
      9.4(c) , *provided* that
      the
      Accounting Arbitrator shall keep confidential from POS-Minerals and not disclose
      to any Person the price and other information that it reviews, and shall only
      inform the parties in writing as to its determination of a reasonably calculated
      most competitive price, which shall be binding on the parties.




**10.4**  **Failure
      of Member to Remove Product** .
      If a
      Member (the “ Recipient
      Member ”)
      fails
      to remove from the Properties its share of any Products as determined under Section
      10.2 within
      ninety (90) days after the determination of the Recipient Member’s share of such
      Products, the other Member (the “ Agent
      Member ”)
      shall
      have the right, but not the obligation, for a period of sixty (60) days after
      the expiration of the foregoing ninety (90) day period, to purchase such
      Products from the Recipient Member for the Agent Member’s own account or to sell
      such Products as agent for the Recipient Member at a price not less than ninety
      percent (90%) of the Spot Price. Any Agent Member selling Products on behalf
      of
      the Recipient Member pursuant to this Section
      10.4 shall be
      entitled to deduct from the proceeds of any such sale the reasonable expenses
      of
      the Agent Member incurred in such a sale.




**ARTICLE
      XI**


**RESIGNATION
      AND DISSOLUTION**




**11.1**  **Dissolution** .
      The
      Company shall be dissolved only upon the occurrence of any of the
      following:




(a)  upon
      the
      unanimous agreement of the Management Committee; or




(b)  at
      the
      election of POS-Minerals if it has not received the distribution described
      in Section
      4.1(c)(iii) within
      ten (10) Business Days after the date of the Third Installment
      Election.




**11.2**  **Resignation** .
      A
      Member may elect to resign as a Member of the Company by giving written notice
      to the other Member of the effective date of the resignation, which shall be
      the
      later of the end of the then current Program and Budget or at least thirty
      (30)
      days after the date of the notice. Upon such resignation, the Company shall
      acquire the resigning Member’s entire Membership Interest for Ten Dollars
      ($10.00), free and clear of any Encumbrances arising by, through or under the
      resigning Member, except for those Encumbrances to which both Members have
      given
      their written consent after the Execution Date, and such Membership Interest
      shall be cancelled. The resigning Member shall not be entitled to any
      distribution upon such resignation or any further consideration from the Company
      whatsoever. Any such resignation under this Section
      11.2 shall
      not relieve the resigning Member of its obligations under Section
      5.5 (whether
      any liability with respect thereto accrues before or after such resignation)
      arising out of Operations conducted prior to such resignation.


AMENDED
            AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 42


**11.3**  **Liquidation
      and Termination After Dissolution** .
      Upon
      the dissolution of the Company under Section
      11.1 ,
      the
      Manager shall appoint in writing one or more liquidators (who may be a Member
      or
      Managers) who shall have the authority set forth in Section
      11.6 .
      The
      liquidator shall take all action necessary to wind up the activities of the
      Company, and all costs and expenses incurred in connection with the liquidation
      and termination of the Company shall be expenses chargeable to the Company.
      The
      liquidator may determine which assets, if any, are to be distributed in kind,
      and shall sell or otherwise dispose of all other assets of the Company. All
      gain
      or loss with respect to the assets (including assets distributed in kind) shall
      be allocated among the Members in accordance with the applicable provisions
      of Exhibit
      C .
      Should
      a Member have a deficit balance in its Capital Account (after giving effect
      to
      such allocations of gain or loss), the Member shall not be obligated to make
      a
      contribution to the Company to restore all or any part of such Capital Account
      deficit. The assets of the Company shall first be paid, applied, or distributed
      in satisfaction of all liabilities of the Company to third parties (or to making
      reasonable provision for the satisfaction thereof) and then to satisfy any
      debts, obligations, or liabilities owed to the Members. Thereafter, any
      remaining cash and all other Assets shall be distributed to the Members in
      accordance with Section 4.2(b) of Exhibit
      C .
      Each
      Member shall have the right to designate another Person to receive any property
      that otherwise would be distributed in kind to that Member pursuant to this Section
      11.3 .
      Upon
      the completion of the winding up of the Company, the liquidator shall cancel
      the
      certificate of formation of the Company and take such other actions as may
      be
      reasonably necessary to terminate the continued existence of the
      Company.




**11.4**  **Non-Compete
      Covenants** .
      A
      Member who resigns from the Company pursuant to Section
      11.2 or is
      deemed to have resigned pursuant to Section
      5.5 ,
      or a
      Member who Transfers or forfeits its entire Membership Interest, shall not
      directly or indirectly acquire any interest in property within the Area of
      Interest for twenty-four (24) months after the effective date of the
      resignation, forfeiture or Transfer. If a resigning, forfeiting or transferring
      Member, or any Affiliate of the foregoing, breaches this Section
      11.4 ,
      such
      Member or Affiliate shall be obligated to offer to convey to the other Member,
      without cost, any such property or interest so acquired. Such offer shall be
      made in writing and can be accepted by such other Member at any time within
      forty-five (45) days after it is received by such other Member.




**11.5**  **Right
      to Data After Termination** .
      After
      the termination of the continued existence of the Company pursuant to Section
      11.3 ,
      each
      Member shall be entitled to copies of all information acquired hereunder before
      the effective date of termination not previously furnished to it, but a
      resigning Member, or a Member that forfeits or Transfers its entire Membership
      Interest, shall not be entitled to any such copies after any such
      resignation.




**11.6**  **Continuing
      Authority** .
      From
      and after the dissolution of the Company under Section
      11.1 ,
      the
      liquidator shall have the power and authority of the Members, the Manager and
      the Management Committee to do all things on behalf of the Company that are
      reasonably necessary or convenient to: (a) wind up the Operations and the
      Company, (b) continue to operate the Properties and other Assets of the Company
      during the winding up of the Operations and the Company and (c) complete any
      transaction and satisfy any obligation, unfinished or unsatisfied, at the time
      of such dissolution, if the transaction or obligation arises out of Operations
      prior to such dissolution. The liquidator shall have the power and authority
      to
      grant or receive extensions of time or change the method of payment of an
      already existing liability or obligation, prosecute and defend actions on behalf
      of the Company, mortgage Assets, and take any other reasonable action in any
      matter with respect to the Company or the Operations.


AMENDED
            AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 43


**ARTICLE
      XII**


**ACQUISITIONS
      WITHIN AREA OF INTEREST**




**12.1**  **General** .
      Any
      interest or right to acquire any interest in real property (other than water
      rights, which are covered by the KVR Water Lease) within the Area of Interest
      acquired during the term of this Agreement by or on behalf of a Member or any
      Affiliate shall be subject to the terms and provisions of this Agreement,
      subject in each case to any rights of Mount Hope Mines, Inc. under the terms
      of
      the Project Lease.




**12.2**  **Notice
      to Nonacquiring Member** .
      Within
      twenty (20) days after the acquisition of any interest or the right to acquire
      any interest in real property wholly or partially within the Area of Interest
      (except real property acquired by or on behalf of the Company pursuant to a
      Program), the acquiring Member shall notify the other Member of such
      acquisition. The acquiring Member’s notice shall describe in detail the
      acquisition, the lands and minerals covered thereby, the cost thereof, and
      the
      reasons why the acquiring Member believes that the acquisition of the interest
      is in the best interests of the Company under this Agreement. In addition to
      such notice, the acquiring Member shall make any and all information concerning
      the acquired interest available for inspection by the other Member.




**12.3**  **Option
      Exercised** .
      If,
      within fifteen (15) days after receiving the acquiring Member’s notice, the
      other Member notifies the acquiring Member of its election to participate in
      the
      acquired interest, the acquiring Member or its Affiliate shall convey to the
      Company (or to the other Member or another entity as mutually agreed by the
      Members), by special warranty deed, its entire acquired interest (or if to
      the
      other Member, a proportionate undivided interest therein based on the Percentage
      Interests of the Members). If conveyed to the Company, the acquired interest
      shall become a part of the Properties for all purposes of this Agreement
      immediately upon the notice of such other Member’s election to participate
      therein. Such other Member shall promptly pay to the acquiring Member its
      proportionate share based on Percentage Interests of the latter’s actual
      out-of-pocket acquisition costs.




**12.4**  **Option
      Not Exercised** .
      If the
      other Member does not give such notice within the fifteen (15) day period set
      forth in Section
      12.3 ,
      neither
      such Member nor the Company shall have any interest in the acquired interest,
      and the acquired interest shall not be a part of the Properties or otherwise
      be
      subject to this Agreement.


AMENDED
            AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 44




**ARTICLE
      XIII**


**ABANDONMENT
      AND SURRENDER OF PROPERTIES**




**13.1**  **Surrender
      or Abandonment of Property** .
      The
      Management Committee may authorize the Manager to surrender or abandon part
      or
      all of the Properties. If the Management Committee authorizes any such surrender
      or abandonment over the objection of a Member, the Company shall assign to
      the
      objecting Member, by special warranty deed and without cost to the surrendering
      Member, all of the Company’s interest in the property to be abandoned or
      surrendered, and the abandoned or surrendered property shall cease to be part
      of
      the Properties and the Company shall have no further right, title or interest
      therein.




**13.2**  **Reacquisition** .
      If any
      Properties are abandoned or surrendered under the provisions of this Article
      XIII ,
      then,
      unless this Agreement is earlier terminated, neither Member nor any Affiliate
      thereof shall acquire any interest in such Properties or a right to acquire
      such
      Properties for a period of two (2) years following the date of such abandonment
      or surrender. If a Member reacquires any Properties in violation of this Section
      13.2 ,
      the
      other Member may elect by notice to the reacquiring Member within forty-five
      (45) days after it has actual notice of such reacquisition, to have such
      properties contributed to the Company. In the event such an election is made,
      the reacquired properties shall thereafter be treated as Properties, and the
      costs of reacquisition shall be borne solely by the Member required to
      contribute such Properties to the Company, but shall not be credited to the
      Capital Account of the contributing member or taken into account for purposes
      of
      calculating the Members’ respective Percentage Interests.




**ARTICLE
      XIV**


**TRANSFER
      OF INTEREST**




**14.1**  **General** .
      Subject
      to Sections
      14.2 and 14.3 and 14.5 ,
      a
      Member shall have the right to Transfer to any Person all or any part of its
      Membership Interest or any economic interest therein (including its right to
      receive distributions of cash or property from the Company).




**14.2**  **Limitations
      on Free Transferability** .
      The
      Transfer right of a Member in Section
      14.1 shall be
      subject to the following terms and conditions:




(a)  No
      Transfer of a Membership Interest or any economic interest therein shall be
      valid or recognized by the Company unless and until the transferring Member
      has
      provided to the other Member and the Company notice of the Transfer (including
      all information required in Treas. Regs. § 1.743-1(k)(2)), and the
      transferee, as of the effective date of the Transfer, has committed in writing
      to be bound by this Agreement to the same extent as the transferring
      Member;




(b)  No
      Member, without the consent of the other Member, shall make a Transfer of a
      Membership Interest that shall cause the termination of the Company as a
      partnership for Federal income tax purposes, including under Section
      708(b)(1)(B) of the Code;




(c)  So
      long
      as POS-Minerals is a Member, no Member shall Transfer a Membership Interest
      or
      any economic interest therein to a POSCO Competitor;


AMENDED
            AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 45


(d)  Nevada
      Moly shall not make Transfers of its Membership Interest corresponding to a
      Percentage Interest of greater than twenty percent (20%) in the
      aggregate;




(e)  POS-Minerals
      shall not Transfer its Membership Interest or any interest therein so long
      as
      POS-Minerals has any remaining liabilities or obligations with respect to the
      POS-Minerals Initial Contribution;




(f)  No
      Transfer permitted by this Article
      XIV shall
      relieve the transferring Member of its share of any liability, whether accruing
      before or after such Transfer, that arises out of Operations conducted prior
      to
      such Transfer;




(g)  As
      provided in Exhibit
      C ,
      the
      transferring Member and the transferee shall bear all tax consequences to either
      of them or to the Company of the Transfer;




(h)  In
      the
      event of a Transfer of less than all of a Member’s Membership Interest, the
      transferring Member and its transferee shall thereafter act and be treated
      as
      one Member, with the Member with the greater Percentage Interest hereby
      appointed as the agent and attorney-in-fact of the Member with the lesser
      Percentage Interest with respect to the exercise of all rights to vote, consent,
      approve or otherwise make any decisions with respect to the management or
      Operations or the Company;




(i)  No
      Member
      shall enter into any sale or other commitment or agree to dispose of Products
      or
      proceeds from the sale of Products by such Member upon distribution to it
      pursuant to Article
      X if such
      sale or other commitment will create in a third party any Encumbrance on any
      Products or proceeds therefrom prior to any such distribution;




(j)  No
      Membership Interest or any interest therein shall be Transferred to a
      Governmental Authority; and




(k)  No
      Membership Interest or any interest therein shall be Transferred in violation
      of
      any Law.




**14.3**  **Right** **of First Refusal**.




(a)  Except
      as
      otherwise provided in Section 14.4 ,
      no
      Member (the “ Selling
      Member ”)
      may
      Transfer all or any portion of its Membership Interest to any Person, unless
      the
      Selling Member first provides a written offer notice (an “ Offer
      Notice ”)
      to the
      other Member (the “ Notified
      Member ”)
      stating that the Selling Member desires to Transfer all or a portion of its
      Membership Interest, designating the specific portion of the Membership Interest
      (the “ Offered
      Interest ”)
      that
      the Selling Member desires to Transfer, and specifying the proposed purchase
      price (the “ Offered
      Price ”)
      and
      all of the other proposed terms and conditions of the proposed Transfer of
      the
      Offered Interest (the “ Offered
      Terms ”).




(b)  The
      Notified Member shall have the right, but not the obligation, for a period
      of
      twenty (20) Business Days after its receipt of the Offer Notice, to elect to
      purchase all, but not less than all, of the Offered Interest for the Offered
      Price and on the other Offered Terms. Any such election shall be made by
      providing written notice of such election to the Selling Member within such
      twenty (20) Business Day period.


AMENDED
            AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 46


(c)  If
      the
      Notified Member timely elects to purchase the Offered Interest, the parties
      shall close the sale of the Offered Interest for the Offered Price and on the
      Offered Terms on the *later
      of* (i)
      thirty (30) Business Days after the Selling Member provides the Offer Notice,
      and (ii) five (5) Business Days after the receipt of all required consents
      and
      approvals, if any, with respect to such Transfer from all Governmental
      Authorities. If the Notified Member does not elect to purchase the Offered
      Interest or the Notified Member fails to close the purchase thereof within
      the
      time period specified above, the Selling Member may Transfer all, but not less
      than all, of the Offered Interest to any third-party purchase during the *later
      of* (1)
      the
      ninety (90)-day period following the expiration of such twenty 20-Business
      Day
      election period, or (2) if the Notified Member elects to purchase but fails
      to close within the time period specified above, the ninety (90) day period
      following the expiration of such period, but only for a cash value of the
      consideration received by the Selling Member that is greater than or equal
      to
      the Offered Price and on the Offered Terms. If the Selling Member does not
      sell
      the Offered Interest in accordance with the terms described above within the
      foregoing ninety (90) day period, the Selling Member shall again afford the
      Notified Member the purchase rights set forth in this Section 14.3 with
      respect to any offer to sell, assign or dispose of all or any portion of the
      Offered Interest or any other Membership Interest held by the Selling
      Member.




**14.4**  **Exceptions
      to Right** **of First Refusal** . Section
      14.3 shall
      not apply to the following:




(a)  Any
      Transfer by a Member of all or any part of its Membership Interest to an
      Affiliate of such Member (but only for so long as the transferee and its
      successors and assigns, remain an Affiliate of such Member);




(b)  Subject
      to Section
      14.5 ,
      the
      Encumbrance by a Member of its Membership Interest to secure Indebtedness of
      such Member or any Affiliate of such Member;




(c)  Subject
      to Section
      14.6 ,
      the
      indirect transfer by any direct or indirect member, stockholder, shareholder
      or
      other equity owner of any Member; or




(d)  A
      sale or
      other commitment or disposition of Products or proceeds from the sale of
      Products by a Member upon distribution to it pursuant to Article
      X .




**14.5**  **Right
      to Purchase Before Foreclosure**




(b)  If
      a
      Member shall cause or permit any Encumbrance on all or any portion of its
      Membership Interest (the “ Encumbered
      Interest ”)
      to
      secure Indebtedness of such Member or any Affiliate of such Member, the
      Membership Interest subject to the Encumbrance shall not be Transferred in
      foreclosure or in lieu of foreclosure, unless the Member that has the Membership
      Interest subject to the Encumbrance (the “ Encumbered
      Member ”)
      first
      provides a written offer notice (a “ Foreclosure
      Notice ”)
      to the
      other Member (the “ Non-Encumbered
      Member ”)
      stating that the Encumbered Member desires to Transfer the Encumbered Interest
      to the Non-Encumbered Member prior to the Transfer of the Encumbered Interest
      in
      foreclosure or in lieu of foreclosure. The Non-Encumbered Member shall have
      the
      right, but not the obligation, for a period of five (5) Business Days after
      its
      receipt of the Foreclosure Notice, to elect to purchase all, but not less than
      all, of the Encumbered Interest for the Fair Market Value of the Encumbered
      Interest. Any such election shall be made by providing written notice of such
      election to the Encumbered Member within such five (5) Business Day
      period.


AMENDED
            AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 47


(c)  If
      the
      Non-Encumbered Member timely elects to purchase the Encumbered Interest, the
      parties shall close the sale of the Encumbered Interest for the Fair Market
      Value on the *later
      of* (i) ten
      (10) Business Days after the final determination of the Fair Market Value
      pursuant to this Section
      14.5 ,
      and
      (ii) five (5) Business Days after the receipt of all required consents and
      approvals, if any, with respect to such Transfer from all Governmental
      Authorities. The Fair Market Value shall be payable at the closing in
      immediately available funds in United States dollars. If the Non-Encumbered
      Member does not elect to purchase the Encumbered Interest or the Non-Encumbered
      Member fails to close the purchase thereof within the time period specified
      above, the Encumbered Member may Transfer the Encumbered Interest in connection
      with the foreclosure or in lieu of foreclosure.




(d)  As
      used
      herein, the term “ Fair
      Market Value ”
means
      the amount that a willing buyer would pay and a willing seller would accept
      in
      an arm’s-length transaction for the Encumbered Interest, determined by utilizing
      a valuation that (i) assumes the Company continues with the Operations as a
      going concern, (ii) takes into account any “control premium” or “minority
      discount” and (iii) takes into account any “lack of marketability discount.” The
      Fair Market Value shall be agreed by the Encumbered Member and the
      Non-Encumbered Member within twenty (20) Business Days after the Foreclosure
      Notice, or if they cannot agree within such period, as determined in accordance
      with the Appraisal Procedure.




(e)  As
      used
      herein, the term “ Appraisal
      Procedure ”
means
      the procedure set forth in this Section
      14.5(d) for the
      determination of the Fair Market Value of the Encumbered Interest. If the
      Encumbered Member and the Non-Encumbered Member cannot agree on the Fair Market
      Value of the Encumbered Interest as provided in Section
      14.5(c) ,
      the
      Fair Market Value shall be determined
      by a panel of two independent investment bankers or business appraisers with
      substantial experience in valuing mining companies with assets and businesses
      reasonably similar to the Company (the “ Appraisers ”).
      One
      Appraiser shall be designated by the Encumbered Member and the other Appraiser
      shall be designated by the Non-Encumbered Member. Each Appraiser shall be
      designated as promptly as practicable, but no later than thirty (30) Business
      Days after the Foreclosure Notice. The fees of each Appraiser shall be paid
      by
      the party designating such Appraiser. In the event one party fails to designate
      an Appraiser and notify the other party in writing of such designation within
      the thirty (30)-day period described above, the Fair Market Value shall be
      determined by the Appraiser designated by the other party within such thirty
      (30)-day period and such determination shall be binding on the parties. The
      Appraisers shall be afforded full access during normal business hours to the
      properties, books and records of the Company and the Company shall furnish
      such
      additional information as the Appraisers and their representatives shall from
      time to time reasonably request. Each
      Appraiser shall deliver to the parties its written determination of the Fair
      Market Value of the Encumbered Interest within sixty (60) days after the
      Foreclosure Notice. If the higher determination of the Fair Market Value is
      not
      greater than one hundred ten percent (110%) of the lower determination, then
      the
      Fair Market Value of the Encumbered Interest shall be deemed to be the average
      of those two determinations. If the higher determination of the Fair Market
      Value is greater than one hundred ten percent (110%) of the lower determination,
      then the two Appraisers shall jointly select a third Appraiser within ten (10)
      Business Days after the date on which they are informed of such difference.
      Such
      third Appraiser shall deliver to the parties its written determination of the
      Fair Market Value of the Encumbered Interests within thirty (30) days after
      the
      date of its retention, and the Fair Market Value of the Encumbered Interest
      shall be deemed to be the average of the two closest determinations or, if
      there
      are not two closest determinations, the average of all three determinations.
      The
      costs of the third Appraiser shall be shared equally by the Encumbered Member
      and the Non-Encumbered Member.


AMENDED
            AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 48


(f)  Notwithstanding
      anything herein to the contrary, a Member shall not Encumber all or any portion
      of its Membership Interest to secure any Indebtedness unless the secured party
      with respect thereto acknowledges and consents to the terms of this Section
      14.5 .




**14.6**  **Sale
      Right** **.**




(a)  If
      after
      the occurrence of a Change of Control of Nevada Moly or General Moly (i) on
      or
      before December 31, 2010, Nevada Moly or the transferee or surviving entity
      after the Change of Control of Nevada Moly or General Moly (the “ Surviving
      Entity ”),
      does
      not initiate full construction of the Project as then contemplated in either
      the
      Bankable Feasibility Study or an approved Program and Budget by December 31,
      2010, or (ii) after December 31, 2010, Nevada Moly or the Surviving Entity
      fails, for a period of twelve (12) consecutive months, subject to an event
      of
      Force Majeure, to use Standard Mining Industry Practice in connection with
      the
      Development and Operation of the Project as then contemplated in either the
      Bankable Feasibility Study or in an approved Program and Budget, then, in each
      such case, POS-Minerals shall have the right (but not the obligation) to send
      a
      notice (a “ Put
      Notice ”)
      to the
      Surviving Entity, in which case the Surviving Entity, or one more other Persons
      designated by the Surviving Entity, shall be obligated to purchase all, but
      not
      less than all, of the Membership Interests of POS-Minerals for the Put Price
      with respect to the applicable Membership Interests. The purchase and sale
      pursuant to this Section 14.6 shall
      take place at a closing in accordance with the following terms: (i) the Put
      Price shall be payable at the closing in immediately available funds in United
      States dollars or as provided in Section
      14.6(c) ,
      (ii)
      the closing shall occur no more than sixty (60) days after the delivery of
      the
      Put Notice; *provided* that all
      necessary approvals of Governmental Authorities have been obtained, with an
      effective date of the first day of the month in which the closing occurs, and
      (iii) the Membership Interests of POS-Minerals shall be conveyed free and clear
      of all Encumbrances created by, through or under POS-Minerals.




(b)  The
      “ Put
      Price ”
for
      purposes of this Section 14.6 shall be
      an amount equal to the sum of (i) the aggregate amount of capital contributions
      made by POS-Minerals to the Company prior to the date of closing, *multiplied* by one
      hundred twenty percent (120%), *plus* (ii) an
      amount calculated like interest at a rate of ten percent (10%) per annum on
      one
      hundred twenty percent (120%) of each capital contribution made by POS-Minerals
      to the Company, as if one hundred twenty percent (120%) of each such capital
      contribution were loaned to Nevada Moly on the date of each such capital
      contribution and repaid on the closing of the purchase and sale pursuant to
      this Section
      14.6 .




(c)  The
      Put
      Price for the Membership Interest of POS-Minerals pursuant to this Section 14.6 may be
      paid, at the election of the Surviving Entity, twenty percent (20%) at the
      time
      of closing, with the balance paid within six (6) months after the time of
      closing with accrued interest on the unpaid balance at a rate per annum equal
      to
      LIBOR, *plus* three
      (3) percentage points.


AMENDED
            AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 49


**14.7**  **Substitution
      of a Member** .




(a)  Any
      transferee of a Membership Interest with respect to a Transfer that is permitted
      hereunder shall, subject to compliance with Sections
      14.7(b) , 14.8 and 14.9 ,
      automatically be admitted to the Company as a Member. No transferee of a
      Membership Interest with respect to a Transfer that is not permitted hereunder
      shall become a substituted Member without the written consent of the
      Representatives of the non-transferring Member, which consent may be withheld
      in
      the sole discretion of such Representatives. A permitted transferee of a
      Membership Interest or a transferee of a Membership Interest who receives the
      requisite consent to become a Member shall succeed to all of the rights and
      interest of its transferor in the Company. A transferee with respect to a
      Transfer that is not permitted and who does not receive the requisite consent
      to
      become a Member shall not have any right to be admitted to the Company as a
      Member, shall be entitled only to the allocations and distributions to which
      its
      transferor otherwise would have been entitled and shall have no other right
      to
      participate in the management of the business and affairs of the Company or
      to
      become a Member.




(b)  No
      Transfer of a Membership Interest otherwise permitted under this Agreement
      shall
      be effective for any purpose whatsoever until the transferee shall have assumed
      the transferor’s obligations to the extent of the interest Transferred, and
      shall have agreed to be bound by all the terms and conditions hereof, by written
      instrument, duly acknowledged, in form and substance reasonably satisfactory
      to
      the Manager. Without the consent of the non-transferring Member, the Transfer
      by
      a Member of all or any portion of its Membership Interest shall not release
      such
      Member from any of its obligations hereunder with respect to such Membership
      Interest. Without limiting the foregoing, any transferee that has not become
      a
      substituted Member shall nonetheless be bound by the provisions of this Article
      XIV with
      respect to any subsequent Transfer.




**14.8**  **Conditions
      to Substitution** .
      As
      conditions to its admission as a Member (a) any assignee, transferee or
      successor of a Member shall execute and deliver such instruments, in form and
      substance satisfactory to the Manager, as the Manager shall deem necessary,
      and
      (b) such assignee, transferee or successor shall pay all reasonable
      expenses in connection with its admission as a substituted Member.




**14.9**  **Admission
      as a Member** .
      No
      Person shall be admitted to the Company as a Member unless either (a) the
      Membership Interest or part thereof acquired by such Person has been registered
      under the Securities Act, and any applicable state securities laws or (b) the
      Manager has received a favorable opinion of the transferor’s legal counsel or of
      other legal counsel acceptable to the Manager to the effect that the Transfer
      of
      the Membership Interest to such Person is exempt from registration under those
      Laws. The Members (excluding the transferring Member), however, may waiver
      the
      requirements of this Section
      14.9 .


AMENDED
            AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 50


**ARTICLE
      XV**


**DISPUTES**




**15.1**  **Dispute
      Resolution** . Except
      as
      provided in Sections
      9.4 and 10.3 of this
      Agreement or Section 2.4 of the Contribution Agreement, any controversy, claim
      or dispute between or among two or more of the Members, the Manager, the Company
      and any of their respective Affiliates, if any (each, a “ Dispute
      Party ”)
      (but
      excluding any controversy, claim or dispute to which all of the parties thereto
      are any of Nevada Moly and its Affiliates, or any controversy, claim or dispute
      to which all of the parties thereto are any of POS-Minerals and its Affiliates)
      arising out of, relating to or in connection with any Project Document or the
      Company (a “ Dispute ”),
      and
      that is not otherwise settled by agreement between or among such parties, shall
      be exclusively and finally resolved pursuant to the provisions and procedures
      set forth in this Article
      XV .
      Without
      limiting the generality of the foregoing, the following shall be considered
      Disputes for this purpose: (a) all questions relating to the interpretation
      or
      breach of any Project Document, (b) all questions relating to any
      representations, negotiations and other proceedings leading to the execution
      of
      any Project Document and (c) all questions regarding the application of this Article
      XV and the
      arbitration provisions contained herein or in any other Project Document to
      any
      Dispute. Notwithstanding the foregoing provisions of this Section
      15.1 ,
      the
      Dispute Parties agree that any legal action for a preliminary injunction or
      other prejudgment relief will be resolved by the Arbitration Panel appointed
      in
      accordance with Section
      15.3 ; *provided* ,
      that,
      at any time before the Arbitration Panel has been appointed, any Dispute Party
      may seek a preliminary injunctive or other prejudgment relief from the Delaware
      Court of Chancery or other court of competent jurisdiction to the extent
      necessary to preserve the status quo or to preserve a Dispute Party’s ability to
      obtain meaningful relief pending the outcome of the arbitration proceeding
      under
      this Article
      XV .
      Any
      Dispute Party may bring an action in the Delaware Court of Chancery or another
      court of competent jurisdiction to compel arbitration of any Dispute after
      the
      procedure under Section
      15.2 is
      exhausted; *provided* ,
      that to
      the fullest extent permitted by Law, each Dispute Party hereby waives and
      relinquishes any right under the Act or otherwise to compel the resolution
      of
      any substantive issues regarding a Dispute in the Delaware Court of Chancery
      or
      any other court, or to request any other relief from the Delaware Court of
      Chancery or any other court except as specifically set forth in this Article
      XV .




**15.2**  **Executive
      Mediation** .
      In the
      event of any Dispute, upon written request of any Dispute Party, such Dispute
      shall immediately be referred to one representative of the executive management
      designated by each Dispute Party in respect of such Dispute who is authorized
      to
      settle such Dispute. Such representatives shall promptly meet in a good faith
      effort to resolve such Dispute. If the representatives designated by the
      relevant Dispute Parties pursuant to this Section
      15.2 do not
      resolve such Dispute within ten (10) Business Days after such written request,
      such Dispute shall be exclusively and finally resolved by binding arbitration
      in
      accordance with the provisions and procedures set forth in Section
      15.3 .




**15.3**  **Arbitration** **.** **** The
      arbitration shall be administered by the American Arbitration Association (the
      “ AAA ”)
      under
      its Commercial Arbitration Rules, and judgment on the award rendered by the
      arbitrators may be entered in any court of competent jurisdiction. In connection
      with any proceedings concerning the recognition or enforcement of the arbitral
      award, each Dispute Party consents to personal jurisdiction and venue in the
      federal and state courts in Denver, Colorado, and waives any objection that
      it
      otherwise might have as to whether these courts are a sufficiently convenient
      forum.


AMENDED
            AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 51


(a)  The
      arbitration shall be conducted before a panel of three arbitrators, each of
      whom
      shall be fluent in English, have experience in the mining industry, and be
      neutral and independent of the parties (the “ Arbitration
      Panel ”).
      The
      claimant or claimants shall appoint one arbitrator in the demand for
      arbitration, and the respondent or respondents shall appoint one arbitrator
      in
      the answer to the demand for arbitration. The third arbitrator shall be selected
      by the two arbitrators so appointed; *provided,
      however* ,
      if the
      two arbitrators so appointed fail to select the third arbitrator within thirty
      (30) days after the date on which the last of such two arbitrators are
      appointed, then the third arbitrator shall be appointed by the AAA. The third
      arbitrator, regardless of how selected, shall chair the Arbitration Panel.
      Once
      the arbitrators are impaneled, if (i) an arbitrator withdraws after a challenge,
      (ii) an arbitrator dies, or (iii) an arbitrator otherwise resigns or is removed,
      then such arbitrator shall be replaced within thirty (30) days by the applicable
      party or arbitrators in accordance with this Section
      15.3(a) .




(b)  The
      place
      of arbitration shall be Denver, Colorado. The arbitration shall be conducted
      in
      English; provided that any Dispute Party, at its cost, may provide for the
      translation of the arbitration proceeding into a language other than English.




(c)  Unless
      the Arbitration Panel orders an earlier date, not less than 30 days before
      the
      beginning of the evidentiary hearing, each Dispute Party shall submit to the
      other Dispute Party the documents, in English, that it intends to use in the
      arbitration and a list of the witnesses whom the Dispute Party intends to call
      at the hearing. Each Dispute Party or its legal counsel shall have the right
      to
      examine witnesses and to cross-examine the witnesses of the opposing party.




(d)  To
      the
      extent reasonably possible, the Arbitration Panel shall issue its final award
      within six months after the date on which the third arbitrator is designated.
      The decision of the Arbitration Panel shall be final and binding. The award
      shall be in the form of written findings of fact and the conclusions of law
      upon
      which the decision is based. The award shall not include any indirect,
      incidental, special, consequential, or punitive damages. Each Dispute Party
      shall bear its own costs, expenses, and attorneys’ fees incurred in connection
      with the arbitration. The claimant or claimants and the respondent or
      respondents shall each be responsible for one-half of the arbitrators’
fees.




(e)  Notwithstanding
      the pendency of any arbitration, the obligations of the Dispute Parties under
      each Project Document shall remain in full force and effect; *provided* ,
      however, that no Dispute Party shall be considered in default under any Project
      Document (except for defaults in respect of the payment of money) during the
      pendency of an arbitration specifically relating to such default.




(f)  The
      arbitrators have no authority to make any ruling, finding or award that does
      not
      conform to the terms and conditions of any Project Document as interpreted
      under
      the Law chosen by the parties to such Project Document as the Law pursuant
      to
      which such Project Documents is to be governed by, interpreted or construed,
      without regard to any conflicts of Law provision or rule that would cause the
      application of the laws of any jurisdiction other than such jurisdiction,
      including in each case any applicable statute of limitations. The Arbitration
      Panel shall have no authority to award exemplary, punitive, special, indirect,
      or consequential damages, but shall otherwise have the power to order any remedy
      available at law or in equity under the law chosen by the parties for such
      Project Document that is not prohibited by the terms and provisions of the
      Project Documents.


AMENDED
            AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 52


**ARTICLE
      XVI**


**GENERAL
      PROVISIONS**




**16.1**  **Entire
      Agreement** **;
      Successors and Assigns** .
      This
      Agreement (together with the Exhibits hereto) contain, and are intended as,
      a
      complete statement of all of the terms of the agreements among the Members
      with
      respect to the matters provided for herein, and supersede and discharge any
      previous agreements and understandings between the Members with respect to
      those
      matters. This
      Agreement shall be binding upon and inure to the benefit of the Members and
      their respective successors and permitted assigns. In the event of any conflict
      between this Agreement and any Exhibit attached hereto, the terms of this
      Agreement shall control.




**16.2**  **Governing
      Law** **;
      Language** .
      This
      Agreement shall be governed by and construed in accordance with the Laws of
      the
      State of Delaware, without regard to any choice or conflicts of law provision
      or
      rule that would cause the application of the Laws of any jurisdiction other
      than
      the State of Delaware. This
      Agreement has been negotiated and executed by the Parties in English. In the
      event any translation of this Agreement is prepared for convenience or any
      other
      purpose, the provisions of the English version shall govern.




**16.3**  **Force
      Majeure** .
      Except
      for any obligation to make payments when due hereunder, the obligations of
      a
      Member or the Manager shall be suspended to the extent and for the period that
      performance is prevented by any event of Force Majeure. The Member or Manager
      affected by the Force Majeure shall promptly give notice to the other Member
      of
      the suspension of performance, stating therein the nature of the suspension,
      the
      reasons therefor, and the expected duration thereof. The affected Member or
      Manager shall resume performance as soon as reasonably possible. During the
      period of suspension the obligations of the Members to advance funds pursuant
      to Section
      9.2 shall be
      reduced to levels consistent with Operations.




**16.4**  **Confidentiality** .
      Each
      Member and Manager will keep confidential and not use, reveal, provide or
      transfer to any third party any Confidential Information it obtains or has
      obtained concerning the Company, except (a) to the extent that disclosure to
      a
      third party is required by Law; (b) information that, at the time of disclosure,
      is generally available to the public (other than as a result of a breach of
      this
      Agreement or any other confidentiality agreement to which such Person is a
      party
      or of which it has knowledge), as evidenced by generally available documents
      or
      publications; (c) information that was in its possession prior to disclosure
      (as
      evidenced by appropriate written materials) and was not acquired directly or
      indirectly from the Company; (d) to the extent disclosure is necessary or
      advisable, to its or the Company’s employees, consultants or advisors for the
      purpose of carrying out their duties hereunder; (e) to banks or other financial
      institutions or agencies or any independent accountants or legal counsel or
      investment advisors employed by the Manager, the Company or any Member, to
      the
      extent disclosure is necessary or advisable to obtain financing; (f) to the
      extent necessary, disclosure to third parties to enforce this Agreement; (g)
      to
      a Member or Manager or to their respective Affiliates; or (h) to the extent
      a
      Member or Manager determines in good faith that disclosure is required for
      such
      Member or Manager or any of its Affiliate to comply with their respective
      disclosure obligations under the Exchange Act or other Laws or any listing
      or
      trading agreement concerning their respective publicly traded securities (in
      which case of this clause
      (h) the
      disclosing party will use commercially reasonable efforts to advise the other
      parties prior to making such disclosure); *provided,
      however* ,
      that in
      each case of disclosure pursuant to clause
      (d) , (e) or (g) ,
      the
      Persons to whom disclosure is made agree to be bound by this confidentiality
      provision. The obligation of each Member and Manager not to disclose
      Confidential Information except as provided herein shall not be affected by
      the
      termination of this Agreement or the replacement of the Manager or any
      Member.


AMENDED
            AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 53


**16.5**  **Headings** .
      The
      subject headings of the Articles, Sections and Subsections of this Agreement
      and
      the Paragraphs and Subparagraphs of the Exhibits to this Agreement are included
      for purposes of convenience only, and shall not affect the construction or
      interpretation of any of its provisions.




**16.6**  **Notices** .
      All
      notices and other communications hereunder shall be in writing and shall be
      delivered personally, telecopied (if receipt of which is confirmed by the Person
      to whom sent), or sent by internationally recognized overnight delivery service
      to the Dispute Parties, the Members, the Manager or the Representatives, at
      their respective addresses set forth in the books and records of the Company.
      Notice shall be deemed given and received upon receipt, if delivered personally,
      by overnight delivery service or by telecopy, or on the third Business Day
      following mailing, if mailed, except that notice of a change of address shall
      not be deemed given and received until actually received .




**16.7**  **Severability** .
      If at
      any time any covenant or provision contained herein is deemed in a final ruling
      of a court or other body of competent jurisdiction to be invalid or
      unenforceable, such covenant or provision shall be considered divisible and
      such
      covenant or provision shall be deemed immediately amended and reformed to
      include only such portion of such covenant or provision as such court or other
      body has held to be valid and enforceable; and the Parties agree that such
      covenant or provision, as so amended and reformed, shall be valid and binding
      as
      though the invalid or unenforceable portion had not been included
      herein.




**16.8**  **Amendment;
      Waiver** .
      No
      provision of this Agreement may be amended or modified except by an instrument
      or instruments in writing signed by all of the Members and designated as an
      amendment or modification. No waiver by any Member of any provision of this
      Agreement shall be valid unless in writing and signed by the Member making
      such
      waiver and designated as a waiver. No failure or delay by any Member or Manager
      in exercising any right, power, or remedy hereunder shall operate as a waiver
      thereof, nor shall any single or partial exercise thereof or the exercise of
      any
      other right, power, or remedy preclude any further exercise thereof or the
      exercise of any other right, power, or remedy. No waiver of any provision hereof
      shall be construed as a waiver of any other provision.




**16.9**  **Further
      Assurances** .
      Each
      Party agrees to take from time to time such actions and execute such additional
      instruments as may be reasonably necessary or convenient to implement and carry
      out the intent and
      purpose of this Agreement.


AMENDED
            AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 54


**16.10**  **No
      Benefit to Others** .
      Except
      as expressly set forth herein, the representations, warranties, covenants,
      and
      agreements contained in this Agreement are for the sole benefit of the Parties
      and their respective successors and permitted assigns, and they shall not be
      construed as conferring and are not intended to confer any rights, remedies,
      obligations, or liabilities on any other Person, unless such Person is expressly
      stated herein to be entitled to any such right, remedy, obligation, or
      liability.




**16.11**  **Counterparts** .
      This
      Agreement may be executed by the Parties in separate counterparts, each of
      which
      when so executed and delivered shall be an original, but all such counterparts
      shall together constitute one and the same instrument.




**16.12**  **Rules
      of Construction** .
      The
      Members agree that they have been represented by counsel during the negotiation,
      preparation, and execution of this Agreement and, therefore, waive the
      application of any Law or rule of construction providing that ambiguities in
      an
      agreement or other document shall be construed against the Party drafting such
      agreement or document. In the
      event of any conflict between the terms of this Agreement and the terms of
      the
      Contribution Agreement, the terms of this Agreement shall control; *provided* ,
      that no
      conflict shall exist or be deemed to exist where one agreement contains matters
      (e.g. representations, conditions precedent, etc.) not contained in the
      other.




**16.13**  **Currency** .
      All
      references to “dollars” or “$” herein shall mean lawful currency of the
      U.S.




**16.14**  **Project
      Lease** .
      The
      Members acknowledge and agree that neither Member nor the Company shall
      interfere with the terms of the Project Lease, including the requirement to
      pay
      periodic payments or advance payments thereunder and the obligation to pay
      royalties under the Exxon Assignment.




**16.15**  **Survival
      of Terms and Conditions** .
      The
      following Sections shall survive the dissolution, liquidation and termination
      of
      the Company, any Transfer of a Membership Interest or other interest in the
      Company to the full extent necessary for their enforcement and the protection
      of
      the Member, Manager or other person in whose favor they run: Sections
      3.5 , 3.8 , 5.4 , 5.5 , 5.7 , 9.3 , 11.2 , 11.3 , 11.4 , 11.5 and 11.6 ,
      the
      second sentence of Section
      7.3 ,
      and Articles
      XV and XVI .




[Signatures
      on Next Page]


AMENDED
            AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 55


The
      parties hereto have executed this Agreement to be effective as of the Execution
      Date.




**NEVADA
                MOLY, LLC,****a
                Delaware limited liability company**By:
            */s/
                Bruce D. Hansen*Bruce
                D. Hansen,Chief
                Executive Officer**POS-MINERALS
                CORPORATION**By:
            */s/
                MK Kim*MK
                Kim, President  SIGNATURE
        PAGE TO AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY,
        LLC





**EXHIBIT
      B**


**ACCOUNTING
      PROCEDURE**




The
      financial and accounting procedures to be followed by the Manager and any of
      its
      Affiliates to whom the performance of any such financial and other procedures
      are delegated in accordance with Section 7.6(b) of the Agreement are set forth
      in this Exhibit
      B ; *provided* ,
      that as
      set forth in Section 7.6(b) of the Agreement, nothing herein shall relieve
      the
      Manager of its obligation to cause all charges to the Business Account and
      all
      financial and accounting procedures performed by any Affiliate of the Manager
      to
      be in accordance with this Exhibit
      B .
      References in this Accounting Procedure to the Manager shall be deemed to be
      references collectively to the Manager and its Affiliates. References in this
      Accounting Procedure to Paragraphs, Subparagraphs and Articles are to those
      located in this Accounting Procedure unless it is expressly stated that they
      are
      references to the Agreement.




**ARTICLE
      I**


**GENERAL
      PROVISIONS**




**1.1**  **General
      Accounting Records** .
      The
      Manager shall maintain detailed and comprehensive cost accounting records in
      accordance with this Accounting Procedure, including general ledgers, supporting
      and subsidiary journals, invoices, checks and other customary documentation,
      sufficient to provide a record of revenues and expenditures and periodic
      statements of financial position and the results of operations for managerial,
      tax, regulatory or other financial reporting purposes. Such records shall be
      retained for the duration of the period allowed the Members for audit or the
      period necessary to comply with tax or other regulatory requirements. The
      records shall reflect all obligations, advances and credits of the
      Members.




**1.2**  **Bank
      Accounts** .
      The
      Manager shall maintain one or more separate bank accounts for the payment of
      all
      expenses and the deposit of all cash receipts for the Company.




**1.3**  **Statements
      and Billings** .
      The
      Manager shall prepare statements and make Monthly Capital Calls pursuant to
      Notices of Capital Requirements as provided in Article IX of the Agreement.
      Payment of any such capital contributions by any Member, including the Manager,
      shall not prejudice such Member’s right to protest or question the correctness
      thereof pursuant to the procedure set forth in Section 9.4 of the
      Agreement.




**1.4**  **Employee
      Matters** .
      All
      employees engaged in Operations (“ Project
      Employees ”),
      whether full or part time, may, in the discretion of the Manager, be employees
      of General Moly, the Manager, an Affiliate of the Manager and/or the Company;
      provided, that the Manager shall use commercially reasonable best efforts to
      cause wages paid with respect to Operations to Project Employees (other than
      Project Employees with a title of General Manager or above) to be treated as
      “W-2 wages” of the Company for purposes of Section 199 of the Code and the
      related Treasury Regulations (including establishing reporting relationships,
      policies and procedures and making reasonable amendments to benefit plans)
      to
      the extent the Manager can do so without causing General Moly, the Manager,
      any
      Affiliate of the Manager or the Company to incur significant additional
      administrative, operational or other costs or liabilities, **** unless
      POS-Minerals agrees to make a capital contribution to the Company to fund the
      additional administrative, operational or other costs or liabilities incurred
      by
      reason of such action. A majority of the Project Employees shall devote all
      of
      their time to the Project. The Manager shall establish all guidelines pertaining
      to the employment of the Project Employees, including guidelines pertaining
      to
      the term of office or employment, resignation, removal and compensation of
      such
      Project Employees; provided, that, unless otherwise approved by the
      Representatives of the other Member, the salaries and wages of the Project
      Employees included in Employee Costs shall be reasonably customary for the
      industry, taking into account the duties to be performed by the Project
      Employee, the seniority of the Project Employee, and the location where
      Operations are to be performed by such Project Employee. The Manager shall
      recruit, select, employ, promote, terminate, supervise, direct, train and assign
      the duties of all Project Employees, and may change or replace any such Project
      Employee at any time, in each case in the sole discretion of the
      Manager.




EXHIBIT
            B
            TO AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY,
            LLC;
 ACCOUNTING
            PROCEDURE – Page 1


**1.5**  **Termination
      of Company** .
      The
      Company shall not be relieved from any obligations or liabilities under this Exhibit
      B to
      reimburse the Manager for costs incurred with respect to the Company to the
      extent permitted hereunder, or to pay the Manager all or any Administrative
      Charge, in each case accruing prior to the effective date of the termination
      of
      the Company. In connection with the liquidation of the assets of the Company,
      such reimbursement and payment shall be made prior to the distribution of any
      amounts to any Member in respect of its Membership Interest, and to the extent
      the net assets of the Company are insufficient to make any such reimbursement
      or
      payment, such reimbursement and payment obligations shall be Continuing
      Obligations and the Manager shall be entitled to call additional capital
      contributions from the Members pursuant to Section 9.2 of the Agreement
      notwithstanding the dissolution of the Company. Upon the termination of the
      Company, the Manager shall not be relieved from any of its accounting and
      financial reporting obligations hereunder.




**AR** **TICLE
      II**


**CHARGES
      TO BUSINESS ACCOUNT**




Subject
      to the limitations hereinafter set forth, the Manager shall charge the Business
      Account with the following:




**2.1**  **Rentals,
      Royalties and Other Payments** .
      All
      property acquisition and holding costs, filing fees, license fees, costs of
      permits and assessment work, delay rentals, production royalties, including
      any
      required advances, periodic payments and advance royalties, costs and royalties
      under the Exxon Assignment and the Project Lease, and all other payments made
      by
      the Manager which are necessary to acquire or maintain title to the
      Assets.




**2.2**  **Labor
      and Employee Benefits** . Any
      Employee Costs to the extent incurred with respect to the Project Employees
      (including the allocable portion of any such Employee Costs applicable to
      Project Employees who are temporarily assigned to the Project or who are not
      exclusively devoted to the Project). Notwithstanding anything contained herein
      to the contrary, no Employee Costs may be reimbursed to the Manager to the
      extent such Employee Costs are also included in Manager Reported G&A Costs.
      To the extent any Project Employees are assigned part time to other projects
      of
      the Manager, the Employee Costs of such Project Employees shall be allocated
      to
      the Project based on a reasonable calculation by the Manager of the number
      of
      hours such Project Employee devotes to the Project in relation to the number
      of
      hours such Project Employee devotes to such other projects. As used herein,
      “ Employee
      Costs ”
means
      any all of the following costs with respect to the employees of the Manager,
      without duplication:


EXHIBIT
            B
            TO AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY,
            LLC;
 ACCOUNTING
            PROCEDURE – Page 2


(a)  salaries
      and wages;




(b)  payroll
      taxes and other assessments imposed by any Governmental Authority that are
      applicable to salaries, wages, bonuses and incentive compensation chargeable
      under this Paragraph
      2.2 ,
      including all penalties, except those resulting from the fraud, willful
      misconduct or gross negligence of the Manager;




(c)  the
      cost
      of holiday, vacation, sickness and disability benefits, and other customary
      allowances applicable to salaries and wages chargeable under this Paragraph
      2.2 .
      Such
      costs may be charged on a “when and as paid basis” or by “percentage assessment”
on the amount of salaries and wages. If percentage assessment is used, the
      rate
      shall be applied to wages or salaries excluding overtime and bonuses. Such
      rate
      shall be based on the cost experience of the Manager and it shall be
      periodically adjusted at least annually to ensure that the total of such charges
      does not exceed the actual cost thereof to the Manager;




(d)  the
      cost
      of established plans for Project Employees’ group life insurance, medical,
      dental, hospitalization, pension, savings, retirement, stock options, stock
      grants, stock purchase, thrift, bonuses or incentives, severance pay, employee
      assistance programs, cafeteria plan benefits, dependent care, health care
      flexible spending and other benefit plans and programs of a like nature
      applicable to salaries and wages chargeable under this Paragraph
      2.2 , *provided* that the
      plans are limited to the extent feasible to those offered to the employees
      of
      the Manager generally;




(e)  reasonable
      out-of-pocket costs of all meals, travel, hotel accommodations, and
      entertainment expenses, and reasonable, identifiable costs of vehicles
      (including depreciation and amortization and operating costs); and




(f)  the
      cost
      of workers’ compensation insurance.




**2.3**  **Materials,
      Equipment and Supplies** .
      The
      cost of materials, equipment and supplies (herein called “ Material ”)
      purchased from unaffiliated third parties or furnished by the Manager or any
      Member as provided in Article
      III of this Exhibit
      B .
      The
      Manager shall purchase or furnish only so much Material as may be required
      for
      immediate use in efficient and economical Operations. The Manager shall also
      maintain inventory levels of Material at reasonable levels to avoid unnecessary
      accumulation of surplus stock.




**2.4**  **Equipment
      and Facilities Furnished by Manager** .
      The
      cost of machinery, equipment and facilities owned by the Manager and used in
      Operations or used to provide support or utility services to Operations charged
      at rates commensurate with the actual costs of ownership and operation of such
      machinery, equipment and facilities. Such rates shall include costs of
      maintenance, repairs, other operating expenses, insurance, taxes, depreciation
      and interest at a rate not to exceed ten percent (10%) per annum. Such rates
      shall not exceed the average commercial rates currently prevailing in the
      vicinity of the Operations.


EXHIBIT
            B
            TO AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY,
            LLC;
 ACCOUNTING
            PROCEDURE – Page 3


**2.5**  **Transportation** .
      Reasonable transportation costs incurred in connection with the transportation
      of employees and material necessary for the Operations.




**2.6**  **Contract
      Services and Utilities** .
      The
      cost of contract services and utilities procured from consultants and other
      outside sources, other than services described in Paragraphs
      2.9 and 2.13 .
      If
      contract services are performed by the Manager or an Affiliate thereof, the
      cost
      charged to the Business Account shall not be greater than that for which
      comparable services and utilities are available in the open market within the
      vicinity of the Operations.




**2.7**  **Insurance
      Premiums** .
      Net
      premiums paid for insurance required to be carried for Operations for the
      protection of the Manager and the Members. When the Operations are conducted
      in
      an area where the Manager or the Company, as applicable, may self-insure for
      Workmen’s Compensation or Employer’s Liability under state law, the Manager may
      elect to include such risks in its self-insurance program and shall charge
      its
      costs or the Company’s costs, as applicable, of self-insuring such risks to the
      Business Account provided that such charges shall not exceed published manual
      rates.




**2.8**  **Damages
      and Losses** .
      All
      costs in excess of insurance proceeds necessary to repair or replace damage
      or
      losses to any Assets resulting from any cause other than the fraud, willful
      misconduct or gross negligence of the Manager. The Manager shall furnish the
      Management Committee with written notice of damages or losses as soon as
      practicable after a report thereof has been received by the
      Manager.




**2.9**  **Legal
      and Regulatory Expense** .
      Except
      as otherwise provided in Paragraph
      2.13 ,
      all
      legal and regulatory costs and expenses incurred in or resulting from the
      Operations or necessary to protect or recover the Assets of the Company. All
      attorney’s fees and other legal costs to handle, investigate and settle
      litigation or claims, including the cost of legal services provided by the
      Manager’s legal staff, and amounts paid in settlement of such litigation or
      claims.




**2.10**  **Audit** .
      Cost of
      annual audits under Section 9.4(a) of the Agreement.




**2.11**  **Taxes** .
      All
      taxes of every kind and nature assessed or levied upon or in connection with
      the
      Assets, the Transfer of the Assets to the Company (not including in connection
      with the contribution of the Contributed Assets pursuant to the Contribution
      Agreement) and the production of Products or Operations , *provided* ,
      that no
      taxes determined based on the income of any particular Member (e.g. income
      or
      franchise taxes) shall be included. For the avoidance of doubt and in accordance
      with Section 4.2(a) of the Contribution Agreement, any Taxes (as defined in
      the
      Contribution Agreement) arising out of, with respect to or in connection with
      the contribution of the Contributed Assets shall be the liability of General
      Moly and shall be paid for by General Moly.




**2.12**  **District
      and Camp Expense (Field Supervision and Camp Expenses)** .
      The
      costs of maintaining and operating an office (or if approved by Representatives
      of the other Member, more than one office) (herein individually or collectively
      called the “ Project
      Office ”)
      for
      the Project, including the cost of maintaining adequate office space at the
      Project Office for POS-Minerals pursuant to Section 7.2(q) of the Agreement,
      and
      all necessary camps, including housing facilities for Project Employees and
      overnight accommodations for representatives of POS-Minerals pursuant to Section
      7.2(q) of the Agreement. The expense for the Project Office shall include
      depreciation or a fair monthly rental in lieu of depreciation of the investment.
      To the extent the Manager or its Affiliates are required to utilize any
      additional facilities or properties of the Manager (excluding the Manger’s its
      principal office, which is covered by the Administrative Charge), the total
      of
      such charges for such facilities or properties shall be apportioned to the
      Business Account based on a reasonable estimate of the amount of time such
      facilities or properties are utilized for the Operations, as compared to the
      amount of time such facilities or properties are utilized for other projects
      or
      operations of the Manager.


EXHIBIT
            B
            TO AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY,
            LLC;
 ACCOUNTING
            PROCEDURE – Page 4


**2.13**  **Administrative
      Charge** .




(a)  Administrative
      Charge .
      Within
      thirty (30) days after the end of each calendar quarter or portion thereof
      during the term of the Company, the Manager shall charge the Business Account
      the Administrative Charge for the previous quarter to reimburse the Manager
      for
      its principal business office overhead and general and administrative expenses
      incurred in support of the Project. Within five (5) Business Days after a
      written request by any Representative to the Manager, the Manager shall supply
      to such Representative a calculation of any Administrative Charge to the
      Business Account, along with reasonable supporting documentation. The
      Administrative Charge shall, unless otherwise agreed by Representatives holding
      all of the Voting Interests, be in lieu of any other management fee payable
      to
      the Manager for performing its duties hereunder (other than the reimbursement
      of
      expenses for the Project from the Business Account as provided in this Exhibit
      B ):




(b)  Calculation
      of Administrative Charge .
      The
“ Administrative
      Charge ”
for
      any
      calendar quarter or portion thereof shall equal the product of: (i) a ratio,
      (A)
      the numerator of which equals the Project Employee Costs for such calendar
      quarter, and (B) the denominator of which equals the Aggregate Employee Costs
      for such calendar quarter; *multiplied
      by* (ii)
      Manager Reported G&A Costs for such calendar quarter; *provided* ,
      that
      the Administrative Charge for any partial calendar quarter during the term
      of
      the Company shall be calculated by multiplying the amount calculated in clauses
      (i) and (ii) above by
      a fraction, the numerator of which is the number of days in such calendar
      quarter during which the Company was in existence, and the denominator of which
      equals the aggregate number of days in such calendar quarter. As used herein,
      the following terms have the meanings indicated:




(i)  “ Project
      Employee Costs ”
mean,
      for a particular calendar quarter, the aggregate consolidated Employee Costs
      incurred with respect to the Project Employees for such quarter.




(ii)  “ Aggregate
      Employee Costs ”
mean,
      for a particular calendar quarter, the aggregate consolidated Employee Costs
      incurred by the Manager and its Affiliates for such quarter.


EXHIBIT
            B
            TO AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY,
            LLC;
 ACCOUNTING
            PROCEDURE – Page 5


(iii)  “ Manager
      Reported G&A Costs ”
means,
      for a particular calendar quarter, (A) the aggregate consolidated general and
      administrative costs incurred by the Manager and its Affiliates for such quarter
      as reported by General Moly (or its successor entity) (I) in its quarterly
      report on Form 10-Q filed with the U.S. Securities and Exchange Commission
      for
      the quarters ending March 31, June 30 and September 30 of any year and (II)
      in
      its annual report on Form 10-K filed with the U.S. Securities and Exchange
      Commission for the quarter ending December 31 of any year, *minus* (B) the
      amount of any indirect marketing costs, investor relation costs or board of
      directors costs included within the general and administrative costs described
      in clause
      (A) above.




(c)  Manager
      Reported G&A Costs .
      Manager
      Reported G&A Costs, including the following Manager Reported G&A Costs,
      are specifically covered by the Administrative Charge, and notwithstanding
      anything in this Exhibit
      B to the
      contrary, shall not be separately charged by the Manager to the Business
      Account:




(i)  administrative
      supervision, accounting, auditing, data processing and information systems,
      the
      maintenance and establishment of the foregoing systems, human resource
      administration, billing, record keeping, and governance and internal controls
      in
      accordance with Law applicable to the Company and the Manager, *provided* ,
      that
      the direct cost of any data processing and information systems, including the
      incremental cost of any hardware or software and the maintenance thereof at
      the
      Project Office shall not be a Covered Cost;




(ii)  the
      services of tax counsel and tax administrative employees for all tax matters,
      except for professional fees and other charges directly relating to the
      preparation of tax returns and K-1s, or other tax matters specifically relating
      to the LLC or the allocation of income, gain, deduction, expense and other
      items
      to all of the Members (including any tax litigation, investigations,
      administrative actions or similar proceedings); and




(iii)  lease,
      rentals, depreciation and similar charges for principal administrative office
      space; and




(iv)  all
      of
      the following that are incurred at the principal office or in connection with
      the performance of the services included as Covered Costs as set forth in Subparagraph
      2(b)(i) above:




(1)  records
      storage space, and routine office supplies, including forms, stationary,
      ledgers, paper, files and other consumables;




(2)  cleaning
      and maintenance service at the principal office and conveniences provided for
      employees at the principal office, such as coffee, water, etc.;




(3)  computer
      hardware and software, including computer storage space, copy and telecopy
      machines, telephone and communications equipment, mobile communications equity
      utilized by administrative staff, office furniture, and other office equipment;
      and


EXHIBIT
            B
            TO AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY,
            LLC;
 ACCOUNTING
            PROCEDURE – Page 6


(4)  long
      distance telephone and internet communication services, and utilities, such
      as
      electricity, natural gas, water and waste disposal at the principal
      office.




(d)  The
      Management Committee shall annually review the Administrative Charge and the
      calculation thereof, and shall negotiate in good faith to amend the methodology
      used to determine the Administrative Charge if the amount of the Administrative
      Charge is inequitable to the Company or the Manager.




**2.14**  **Environmental
      Compliance Fund** .
      Costs
      of reasonably anticipated Environmental Compliance that, on a Program basis,
      shall be determined by the Management Committee and shall be based on
      proportionate contributions in an amount sufficient to establish a fund, that
      through successive proportionate contributions during the life of the Company,
      will pay for ongoing Environmental Compliance conducted during Operations and
      that will aggregate the reasonably anticipated costs of mine closure,
      post-Operations Environmental Compliance and Continuing Obligations. The Manager
      shall invest such amounts on behalf of the Members as provided in Section 7.2(u)
      of the Agreement.




**2.15**  **Other
      Expenditures** .
      Any
      reasonable direct expenditure, other than expenditures that are covered by
      the
      foregoing provisions, incurred by the Manager for the necessary and proper
      conduct of Operations.




**ARTICLE
      III**


**BASIS
      OF CHARGES TO BUSINESS ACCOUNT**




**3.1**  **Purchases** .
      Material purchased and services procured from third parties shall be charged
      to
      the Business Account by the Manager at invoiced cost, including applicable
      transfer taxes, less all discounts taken. If any Material is determined to
      be
      defective or is returned to a vendor for any other reason, the Manager shall
      credit the Business Account when an adjustment is received from the
      vendor.




**3.2**  **Material
      Furnished by the Manager or a Member** .
      Any
      Material furnished by the Manager from its stocks shall be priced on the
      following basis:




(a)  New
      Material :
      New
      Material transferred from the Manager or Member shall be priced F.O.B. the
      nearest reputable supply store or railway receiving point, where like Material
      is available, at the current replacement cost of the same kind of Material,
      exclusive of any available cash discounts, at the time of the transfer (herein
      called, “ New
      Price ”).




(b)  Used
      Material .




(1)  Used
      Material in sound and serviceable condition and suitable for reuse without
      reconditioning shall be priced as follows:




a)  Used
      Material transferred by the Manager shall be priced at seventy-five percent
      (75%) of the New Price;


EXHIBIT
            B
            TO AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY,
            LLC;
 ACCOUNTING
            PROCEDURE – Page 7


b)  Used
      Material distributed to either Member shall be priced (i) at seventy-five
      percent (75%) of the New Price if such Material was originally charged to the
      Business Account as new Material, or (ii) at sixty-five percent (65%) of the
      New
      Price if such Material was originally charged to the Business Account as good
      used Material at seventy-five percent (75%) of the New Price.




(2)  Other
      used Material which, after reconditioning will be further serviceable for
      original function as good secondhand Material, or which is serviceable for
      original function but not substantially suitable for reconditioning shall be
      priced at fifty percent (50%) of the New Price. The cost of any reconditioning
      shall be borne by the transferee.




(3)  All
      other
      Material, including junk, shall be priced at a value commensurate with its
      use
      or at prevailing prices. Material no longer suitable for its original purpose
      but usable for some other purpose shall be priced on a basis comparable with
      items normally used for such other purposes.




(c)  Obsolete
      Material .
      Any
      Material which is serviceable and usable for its original function, but its
      condition is not equivalent to that which would justify a price as provided
      above shall be priced by the Management Committee. Such price shall be set
      at a
      level which will result in a charge to the Business Account equal to the value
      of the service to be rendered by such Material.




**3.3**  **Premium
      Prices** .
      Whenever Material is not readily obtainable at published or listed prices
      because of national emergencies, strikes or other unusual circumstances over
      which the Manager has no control, the Manager may charge the Business Account
      for the required Material on the basis of the Manager’s direct cost and expenses
      incurred in procuring such Material and making it suitable for use. The Manager
      shall give written notice of the proposed charge to the Company prior to the
      time when such charge is to be billed to the Members, whereupon any Member
      shall
      have the right, by notifying the Manager within ten (10) days of the delivery
      of
      the notice from the Manager, to furnish at the usual receiving point all or
      part
      of its proportionate share, based on Percentage Interests, of Material suitable
      for use and acceptable to the Manager.




**3.4**  **Warranty
      of Material Furnished by the Manager or Members** .
      Neither
      the Manager nor any Member warrants the Material furnished beyond any dealer’s
      or manufacturer’s warranty and no credits shall be made to the Business Account
      for defective Material until adjustments are received by the Manager from the
      dealer, manufacturer or their respective agents.




**ARTICLE
      IV**


**DISPOSAL
      OF MATERIAL**




**4.1**  **Disposition
      Generally** .
      The
      Manager shall have no obligation to purchase any surplus Material from the
      Company. The Management Committee shall determine the disposition of major
      items
      of surplus Material, provided the Manager shall have the right to dispose of
      normal accumulations of junk and scrap Material either by sale or by
      distributing such Material to the Members as provided in Paragraph
      4.2 .


EXHIBIT
            B
            TO AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY,
            LLC;
 ACCOUNTING
            PROCEDURE – Page 8


**4.2**  **Distribution
      to Members** .
      Any
      Material to be distributed to the Members shall be made in proportion to their
      respective Percentage Interests, and corresponding credits shall be made to
      the
      Business Account on the basis provided in Paragraph
      3.2 .




**4.3**  **Sales** .
      Sales
      of Material to third parties shall be credited to the Business Account at the
      net amount received. Any damages or claims by the Purchaser shall be charged
      back to the Business Account if and when paid.




**4.4**  **Marketing
      Costs** .
      The
      Manager shall not cause its own marketing costs for Product received by its
      as
      Member to be charged to the Business Account.




**ARTICLE
      V**


**INVENTORIES**




**5.1**  **Periodic
      Inventories, Notice and Representations** .
      At
      reasonable intervals, inventories shall be taken by the Manager, which shall
      include all such Material as is ordinarily considered controllable by operators
      of mining properties and the expense of conducting such periodic inventories
      shall be charged to the Business Account. The Manager shall give written notice
      to the Members of its intent to take any inventory at least thirty (30) days
      before such inventory is scheduled to take place. A Member shall be deemed
      to
      have accepted the results of any inventory taken by the Manager if the Member
      fails to be represented at such inventory.




**5.2**  **Reconciliation
      and Adjustment of Inventories** .
      Reconciliation of inventory with charges to the Business Account shall be made,
      and a list of overages and shortages shall be furnished to the Management
      Committee within six (6) months after the inventory is taken. Inventory
      adjustments shall be made by the Manager to the Business Account for overages
      and shortages, but the Manager shall be held accountable to the Company only
      for
      shortages due to lack of reasonable diligence.


EXHIBIT
            B
            TO AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY,
            LLC;
 ACCOUNTING
            PROCEDURE – Page 9


**EXHIBIT
      C**




**TAX
      MATTERS**




**ARTICLE
      I**


**EFFECT
      OF THIS EXHIBIT**




This
      Exhibit shall govern the relationship of the Members and the Company with
      respect to tax matters and the other matters addressed herein. Except as
      otherwise indicated, capitalized terms used in this Exhibit
      C shall
      have the meanings given to them in the Agreement. In the event of a conflict
      between this Exhibit
      C and the
      other provisions of the Agreement, the terms of this Exhibit
      C shall
      control.




**ARTICLE
      II**


**TAX
      MATTERS PARTNER**




**2.1**  **Designation
      of Tax Matters Partner** **.** The
      Manager is hereby designated the tax matters partner (the “ TMP ”)
      as
      defined in Section 6231(a)(7) of the Code and shall be responsible for, make
      elections for, and prepare and file any federal and state tax returns or other
      required tax forms following approval of the Management Committee. In the event
      of any change in Manager, the Member serving as Manager (or, if neither Member
      is serving as Manager, the Member with the largest Percentage Interest) at
      the
      end of a taxable year shall continue as TMP with respect to all matters
      concerning such year unless the TMP for that year is required to be changed
      pursuant to applicable Treasury Regulations. The TMP and the other Member shall
      use reasonable best efforts to comply with the responsibilities outlined in
      this Article II and in
      Sections 6221 through 6233 of the Code (including any Treasury Regulations
      promulgated thereunder) and in doing so shall incur no liability to any other
      party.




**2.2**  **Notice** **.** Each
      Member shall furnish the TMP with such information (including information
      specified in Section 6230(e) of the Code) as the TMP may reasonably request
      to
      permit the TMP to file tax returns on behalf of the Company and to provide
      the
      Internal Revenue Service with sufficient information to allow proper notice
      to
      the Members in accordance with Section 6223 of the Code. The TMP shall keep
      each
      Member informed of all administrative and judicial proceedings for the
      adjustment at the partnership level of partnership items in accordance with
      Section 6223(g) of the Code.




**2.3**  **Inconsistent
      Treatment of Tax Item** **.** If an
      administrative proceeding contemplated under Section 6223 of the Code has begun,
      and the TMP so requests, each Member shall notify the TMP of its treatment
      of
      any partnership item on its federal income tax return that is inconsistent
      with
      the treatment of that item on the partnership return.




**2.4**  **Extensions
      of Limitation Periods** **.** The TMP
      shall not enter into any extension of the period of limitations as provided
      under Section 6229 of the Code without first giving reasonable advance notice
      to
      the other Member of such intended action.




**2.5**  **Requests
      for Administrative Adjustments** **.** Neither
      Member shall file, pursuant to Section 6227 of the Code, a request for an
      administrative adjustment of partnership items for any taxable year of the
      Company without first notifying the other Member. If the other Member agrees
      with the requested adjustment, the TMP shall file the request for administrative
      adjustment on behalf of the Company. If consent is not obtained within thirty
      (30) days after notice from the proposing Member, or within the period required
      to timely file the request for administrative adjustment, if shorter, either
      Member, including the TMP, may file that request for administrative adjustment
      on its own behalf.


EXHIBIT
            C
            TO AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY,
            LLC;
 TAX
            MATTERS – Page 1


**2.6**  **Judicial
      Proceedings** **.** Either
      Member intending to file a petition under Section 6226, 6228 or other sections
      of the Code with respect to any partnership item, or other tax matters involving
      the Company, shall notify the other Member of such intention and the nature
      of
      the contemplated proceeding. If the TMP is the Member intending to file such
      petition, such notice shall be given within a reasonable time to allow the
      other
      Member to participate in the choosing of the forum in which such petition will
      be filed. If both Members do not agree on the appropriate forum, then the
      appropriate forum shall be decided in accordance with Section 7.2 of the
      Agreement. If a deadlock results, the Management Committee shall choose the
      forum. If either Member intends to seek review of any court decision rendered
      as
      a result of a proceeding instituted under the preceding part of this Paragraph,
      such Member shall notify the other Member of such intended action.




**2.7**  **Settlements** **.** The TMP
      shall not bind the other Member to a settlement agreement without first
      obtaining the written consent of any such Member. Either Member who enters
      into
      a settlement agreement for its own account with respect to any partnership
      items, as defined by Section 6231(a)(3) of the Code, shall notify the other
      Member of such settlement agreement and its terms within ninety (90) days from
      the date of settlement.




**2.8**  **Fees
      and Expenses** **.** The TMP
      shall not engage legal counsel, certified public accountants, or others on
      behalf of the Company without the prior consent of the Management Committee.
      Either Member may engage legal counsel, certified public accountants, or others
      in its own behalf and at its sole cost and expense. Any reasonable item of
      expense, including but not limited to fees and expenses for legal counsel,
      certified public accountants, and others which the TMP incurs (after proper
      consent by the Management Committee as provided above) in connection with any
      audit, assessment, litigation, or other proceeding regarding any partnership
      item, shall constitute proper charges to the Business Account and shall be
      borne
      by the Company and funded by capital contributions by the Members as any other
      item which constitutes a direct charge to the Business Account pursuant to
      the
      Agreement.




**2.9**  **Survival** **.** The
      provisions of the foregoing paragraphs, including but not limited to the
      obligation to fund fees and expenses contained in Paragraph
      2.8 ,
      shall
      survive the termination of the Company or the termination of either Member’s
      interest in the Company and shall remain binding on the Members for a period
      of
      time necessary to resolve with the Internal Revenue Service or the Department
      of
      the Treasury any and all matters regarding the federal income taxation of the
      Company for the applicable taxable year(s).


EXHIBIT
            C
            TO AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY,
            LLC;
 TAX
          MATTERS – Page 2


**ARTICLE
      III**


**TAX
      ELECTIONS AND ALLOCATIONS**




**3.1**  **Partnership
      Tax Status** .
      It is
      understood and agreed that the Members intend to create a partnership for United
      States federal and state income tax purposes, and, unless otherwise agreed
      to
      hereafter by both Members, no Member shall take any action to change the status
      of the Company as a partnership under Treas. Regs. § 1.7701-3 or similar
      provision of state law. It is understood and agreed that the Members intend
      to
      create a partnership for federal and state income tax purposes only. The Manager
      shall file with the appropriate office of the Internal Revenue Service a
      partnership income tax return for the Company. The Members recognize that the
      Agreement may be subject to state income tax statutes. The Manager shall file
      with the appropriate offices of the state agencies any required partnership
      state income tax returns. Each Member agrees to furnish to the TMP any
      information it may have relating to the Operations as shall be required for
      proper preparation of such returns. The Manager shall furnish to the other
      Member for its review and comment a copy of each proposed income tax return
      (including all schedules and supporting work papers) at least two weeks prior
      to
      the date the return is filed. The Manager shall promptly (and, in any event,
      within 30 days) provide to the other Member all information reasonably requested
      by such other Member for purposes of calculating estimated tax payments and
      preparing tax return extensions.




**3.2**  **Tax
      Elections** **.** The
      Company shall make the following elections for purposes of all partnership
      income tax returns:




(a)  To
      use
      the accrual method of accounting.




(b)  Pursuant
      to the provisions at Section 706(b)(1) of the Code, to use as its taxable year
      the year ended December 31. In this connection, Nevada Moly represents that
      its
      taxable year is the year ending December 31 and POS-Minerals represents that
      its
      taxable year is the year ending December 31.




(c)  To
      deduct
      currently all development expenses to the extent possible under Section 616
      of the Code.




(d)  Unless
      the Members unanimously agree otherwise, to compute the allowance for
      depreciation in respect of all depreciable Assets using the maximum accelerated
      tax depreciation method and the shortest life permissible or, at the election
      of
      the Manager, using the units of production method of depreciation.




(e)  To
      treat
      advance royalties as deductions from gross income for the year paid or accrued
      to the extent permitted by law.




(f)  To
      adjust
      the basis of property of the Company with respect to a Member under Section
      754
      of the Code at the request of either Member.




(g)  To
      amortize over the shortest permissible period all organizational expenditures
      and business start-up expenses under Sections 195 and 709 of the
      Code.


EXHIBIT
            C
            TO AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY,
            LLC;
 TAX
          MATTERS – Page 3


Any
      other
      election required or permitted to be made by the Company under the Code or
      any
      state tax law shall be made as determined by the Management
      Committee.




Each
      Member shall elect under Section 617(a) of the Code to deduct currently all
      exploration expenses. Each Member reserves the right to capitalize its share
      of
      development and/or exploration expenses of the Company in accordance with
      Section 59(e) of the Code, provided that a Member’s election to capitalize all
      or any portion of such expenses shall not affect the Member’s Capital
      Account.




**3.3**  **Allocations
      to Members** **.** Allocations for Capital Account purposes shall be in accordance with the
      following:




(a)  Except
      as
      otherwise provided in this Paragraph
      3.3 ,
      all
      items of income, gain, loss, deduction and credit shall be determined on a
      separate basis, and each such item shall be allocated among the Members in
      accordance with their respective Percentage Interests. For the avoidance of
      doubt, during the period from the Execution Date **** through
      the Third Contribution Installment Date, allocations shall be made in accordance
      with Percentage Interests even though the relative capital contributions of
      the
      Members through that date have not been in proportion to Percentage
      Interests.




(b)  In
      the
      event of a revaluation in accordance with Treas. Regs.
§ 1.704-1(b)(2)(iv)( *f* ),
      the
      amount of the adjustment to the Adjusted Properties shall be allocated, first,
      to cause the Members’ Capital Account balances to be in proportion to the
      Members’ Percentage Interests and, second, to the Members in proportion to the
      Members’ Percentage Interests.




(c)  Gains
      and
      losses on the sale of all or substantially all the Assets of the Company
      (including any distribution in kind of all or substantially all the Assets
      of
      the Company to the Members) shall be allocated so that, to the extent possible,
      the Members’ resulting Capital Account balances are in the same ratio as their
      relative Percentage Interests (“ Balance
      Capital Accounts ”)
      after
      taking into account such sale; provided, that in circumstances where either
      the
      Third Contribution Installment or the Catch-Up Contribution are not yet due,
      or
      any capital contribution is due and not yet paid, for purposes of determining
      Capital Account balances each Member shall be deemed to have made the Unpaid
      Contribution Amount (as defined below) immediately prior to the time such
      allocations are made. In making the allocations under this Subparagraph
      3.3(c) ,
      to the
      extent necessary to Balance Capital Accounts, gain and loss shall be calculated
      on an asset-by-asset basis, and any property contributed by a Member shall
      be
      treated as a separate asset from the property contributed by or created with
      funds contributed by the other Member. If the Company does not have sufficient
      items of gain and loss to Balance Capital Accounts, the liquidator may take
      other actions, as it determines are reasonably appropriate, to Balance Capital
      Accounts, including reallocating items among the Members in such year or prior
      years to the extent amended tax returns for the Company can be filed. The
“ Unpaid
      Contribution Amount ”
shall
      mean, for each Member, (i) with respect to POSCO, if the Third Contribution
      Conditions have not yet been satisfied and the Third Contribution Deadline
      has
      not yet occurred, the amount of the Third Contribution Installment and the
      Catch-Up Contribution (each determined based upon the circumstances then
      existing) and (ii) any other capital contribution that is then due and owing
      by
      such Member but has not been paid.


EXHIBIT
            C
            TO AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY,
            LLC;
 TAX
          MATTERS – Page 4


(d)  The
      gross
      income (calculated after deduction of cost of goods sold) attributable to sales
      of NMO Product shall be allocated to Nevada Moly. The gross income (calculated
      after deduction of cost of goods sold) attributable to sales of POS-M Product
      shall be allocated to POS-Minerals.




(e)  Deductions
      for depletion (to the extent of the amount of such deductions that would have
      been determined for Capital Account purposes if only cost depletion were
      allowable for federal income tax purposes) shall be allocated to the Members
      in
      accordance with their respective Percentage Interests. Any remaining depletion
      deduction shall be allocated to the Members (i) first by calculating for each
      Member a hypothetical percentage depletion amount based upon the gross income
      attributable to the Member’s share of Products determined under Section 10.1 of
      the Agreement and upon reasonable allocations of costs and expenses, (ii) then
      by determining the aggregate percentage depletion deduction available to the
      Company, (iii) then by apportioning the Company’s percentage depletion deduction
      in accordance with the Members’ respective hypothetical percentage depletion
      deduction, and (iv) if the Company’s aggregate percentage depletion deduction is
      less than or greater than the sum of the Members’ hypothetical percentage
      depletion deductions, then to the extent the Members can determine the amount
      of
      such shortfall or excess attributable to the actions or arrangements of each
      Member, the shortfall or excess shall be borne in such portion to such amounts,
      and otherwise the shortfall or excess shall be borne in proportion to the
      Members hypothetical percentage depletion amounts.




(f)  Any
      recapture of exploration expenses under Section 617(b)(1)(A) of the Code, and
      any disallowance of depletion under Section 617(b)(1)(B) of the Code, shall
      be
      borne by the Members in the same manner as the related exploration expenses
      were
      allocated to, or claimed by, them.




(g)  If
      the
      Members’ Percentage Interests change during any taxable year of the Company, the
      distributive share of items of income, gain, loss and deduction of each Member
      shall be determined in any manner (1) permitted by Section 706 of the Code,
      and
      (2) agreed by both Members. If the Members cannot agree on a method, the method
      shall be determined by the TMP in consultation with the Company’s tax advisers,
      with preference given to the interim closing-of-the-books method except where
      application of that method would result in undue administrative expense in
      relationship to the amount of the items to be allocated.




(h)  “Nonrecourse
      deductions,” as defined by Treas. Regs. § 1.704-2(b)(1) shall be allocated
      between the Members in proportion to their Percentage Interests.




(i)  On
      the
      distribution by the Company of any property other than money, (i) the
      distributed property shall be deemed to have been sold on the date of the
      distribution at its fair market value (which, in the case of a distribution
      of
      Products, shall be based upon the Spot Price) on that date (ii) gain or loss
      from the deemed sale shall be allocated to the Members’ Capital Accounts as if
      the distributed property had actually been sold at such fair market value,
      and
      (iii) Members’ Capital Accounts shall be reduced by an amount equal to the fair
      market value of the property so distributed.


EXHIBIT
            C
            TO AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY,
            LLC;
 TAX
          MATTERS – Page 5


(j)  If
      POS-Minerals makes a capital contribution pursuant to Paragraph
      1.4 of Exhibit
      B ,
      all
      deductions funded with such capital contribution shall be allocated to
      POS-Minerals.




**3.4**  **Regulatory
      Allocations** **.** Notwithstanding the provisions of Paragraph 3.3 to the
      contrary, the following special allocations shall be given effect for purposes
      of maintaining the Members’ Capital Accounts.




(a)  If
      either
      Member unexpectedly receives any adjustments, allocations, or distributions
      described in Treas. Regs. § 1.704-1(b)(2)(ii)(d)(4),
§ 1.704-1(b)(2)(ii)(d)(5) or § 1.704-1(b)(2)(ii)(d)(6), which result
      in a deficit Capital Account balance, items of income and gain shall be
      specially allocated to each such Member in an amount and manner sufficient
      to
      eliminate, to the extent required by the Treasury Regulations, the Capital
      Account deficit of such Member as quickly as possible. For the purposes of
      this Subparagraph 3.4(a) ,
      each
      Member’s Capital Account balance shall be increased by the sum of (i) the
      amount such Member is obligated to restore pursuant to any provision of the
      Agreement, and (ii) the amount such Member is deemed to be obligated to
      restore pursuant to the penultimate sentences of Treas. Regs. §§ 1.704-2(g)(1)
      and 1.704-2(i)(5).




(b)  If
      there
      is a net decrease in partnership minimum gain for a taxable year of the Company,
      each Member shall be allocated items of income and gain for that year equal
      to
      that Member’s share of the net decrease in partnership minimum gain, all in
      accordance with Treas. Regs. § 1.704-2(f). If, during a taxable year of the
      Company, there is a net decrease in partner nonrecourse debt minimum gain,
      any
      Member with a share of that partner nonrecourse debt minimum gain as of the
      beginning of the year shall be allocated items of income and gain for the year
      (and, if necessary, for succeeding years) equal to that partner’s share of the
      net decrease in partner nonrecourse debt minimum gain, all in accordance with
      Treas. Regs. § 1.704-2(i)(4). Pursuant to Treas. Regs.
§ 1.704-2(i)(1), deductions attributable to “partner nonrecourse liability”
shall be allocated to the Member that bears the economic risk of loss for such
      liability (or is treated as bearing such risk).




(c)  If
      the
      allocation of deductions to either Member would cause such Member to have a
      deficit Capital Account balance at the end of any taxable year of the Company
      (after all other allocations provided for in this Article III have
      been made and after giving effect to the adjustments described in Subparagraph
      3.4(a) ),
      such
      deductions shall instead be allocated to the other Member.




(d)  Items
      of
      Company loss, deduction and expenditures described in Section 705(a)(2)(B)
      of
      the Code which are attributable to any nonrecourse debt of the Company and
      are
      characterized as partner nonrecourse deductions under Treas. Regs. §1.704-2(i)
      shall be allocated to the Members’ Capital Accounts in accordance with said
      Treas. Regs. § 1.704-2(i).


EXHIBIT
            C
            TO AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY,
            LLC;
 TAX
          MATTERS – Page 6


(e)  To
      the
      extent that an adjustment to the adjusted tax basis of any Company asset
      pursuant to Section 734(b) or 743(b) of the Code is required pursuant to Treas.
      Regs. § 1.704-1(b)(2)(iv)(m)(2) or § 1.704-1(b)(2)(iv)(m)(4), to be taken into
      account in determining Capital Accounts as the result of a distribution to
      a
      Member in complete liquidation of its Membership Interest, the amount of such
      adjustment to Capital Accounts shall be treated as an item of gain (if the
      adjustment increases the basis of the asset) or loss (if the adjustment
      decreases such basis), and such gain or loss shall be specially allocated to
      the
      Members in accordance with their interests in the Company in the event Treas.
      Regs. § 1.704-1(b)(2)(iv)(m)(2) applies, or to the Member to whom such
      distribution was made in the event Treas. Regs. § 1.704-1(b)(2)(iv)(m)(4)
      applies.




**3.5**  **Curative
      Allocations** **.** The
      allocations set forth in Paragraph 3.4 (the
“ Regulatory
      Allocations ”)
      are
      intended to comply with certain requirements of the Treasury Regulations. It
      is
      the intent of the Members that, to the extent possible, all Regulatory
      Allocations shall be offset either with other Regulatory Allocations or with
      special allocations of other items of income, gain, loss or deduction pursuant
      to this Paragraph. Therefore, notwithstanding any other provisions of this Article III (other
      than the Regulatory Allocations), the Manager shall, in a manner approved by
      the
      Management Committee, make such offsetting special allocations of income, gain,
      loss or deduction in whatever manner it determines appropriate so that, after
      such offsetting allocations are made, each Member’s Capital Account balance is,
      to the extent possible, equal to the Capital Account balance such Member would
      have had if the Regulatory Allocations were not part of the Agreement and all
      items were allocated pursuant to Paragraph
      3.3 without
      regard to Paragraph 3.4 .




**3.6**  **Tax
      Allocations** **.** Except
      as otherwise provided in this Paragraph 3.6 ,
      items
      of taxable income, deduction, gain and loss shall be allocated in the same
      manner as the corresponding item is allocated for book purposes under Paragraphs
      3.3 , 3.4 and 3.5 of the
      corresponding item determined for Capital Account purposes.




(a)  Recapture
      of tax deductions arising out of a disposition of property shall, to the extent
      consistent with the allocations for tax purposes of the gain or amount realized
      giving rise to such recapture, be allocated to the Members in the same
      proportions as the recaptured deductions were originally allocated or
      claimed.




(b)  To
      the
      extent required by Section 704(c) of the Code, income, gain, loss, and deduction
      (including depreciation, depletion and amortization) with respect to property
      contributed to the Company by a Member and with respect to property revalued
      in
      accordance with Treas. Regs. § 1.704-1(b)(2)(iv)( *f* )
      (collectively referred to as “ Adjusted
      Properties ”)
      shall
      be allocated between the Members so as to take account of the variation between
      the adjusted tax basis of the Adjusted Property to the Company and its fair
      market value at the time of contribution or revaluation in accordance with
      the
      provisions of Sections 704(b) and 704(c) of the Code and Treas. Regs.
§ 1.704-3(b)(1). Any income, gain, loss or deduction attributable to an
      Adjusted Property (exclusive of such items allocated to eliminate the difference
      between the adjusted tax basis and the fair market value in accordance with
      the
      preceding sentence) shall be allocated in the same manner as such gain or loss
      would be allocated under Paragraph
      3.3 .
      To the
      extent that allocations of tax items are required pursuant to
      Section 704(c) of the Code to be made other than in accordance with the
      allocations under Paragraphs
      3.3 **,** 3.4 and 3.5 of the
      corresponding items for Capital Account purposes, allocations under this Paragraph
      3.6(b) shall be
      made in accordance with the method available under Treas. Regs. § 1.704-3
      which, in the reasonable judgment of the TMP, most closely approximates the
      allocations set forth in Paragraphs 3.3 **,** 3.4 and 3.5 .


EXHIBIT
            C
            TO AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY,
            LLC;
 TAX
          MATTERS – Page 7


(c)  Depletion
      deductions with respect to contributed property shall be determined without
      regard to any portion of the property’s basis that is attributable to
      precontribution expenditures by Nevada Moly that were capitalized under Code
      Sections 616(b), 59(e) and 291(b). Deductions attributable to precontribution
      expenditures by Nevada Moly shall be calculated under such Code Sections as
      if
      Nevada Moly continued to own the depletable property to which such deductions
      are attributable, and such deductions shall be reported by the Company and
      shall
      be allocated solely to Nevada Moly




(d)  The
      Members understand the allocations of tax items set forth in this Paragraph 3.6 ,
      and
      agree to report consistently with such allocations for federal and state tax
      purposes.




**ARTICLE
      IV**


**CAPITAL
      ACCOUNTS; LIQUIDATION**




**4.1**  **Capital
      Accounts** **.**




(a)  A
      separate Capital Account shall be established and maintained by the TMP for
      each
      Member. Such Capital Account shall be increased by (i) the amount of money
      contributed by the Member to the Company, (ii) subject to Paragraph
      4.1(b) ,
      the
      fair market value of property contributed by the Member to the Company (net
      of
      liabilities secured by such contributed property that the Company is considered
      to assume or take subject to under Code Section 752) and (iii) allocations
      to the Member under Paragraphs 3.3 , **** 3.4 and 3.5 **** of
      Company income and gain (or items thereof), including income and gain exempt
      from tax; and shall be decreased by (iv) the amount of money distributed to
      the Member by the Company, (v) the fair market value of property
      distributed to the Member by the Company (net of liabilities secured by such
      distributed property and that the Member is considered to assume or take subject
      to under Code Section 752), (vi) allocations to the Member under Paragraphs 3.3 , **** 3.4 and 3.5 of
      expenditures of the Company not deductible in computing its taxable income
      and
      not properly chargeable to a Capital Account, and (vii) allocations of
      Company loss and deduction (or items thereof), excluding items described in
      (vi) above and percentage depletion to the extent it exceeds the adjusted
      tax basis of the depletable property to which it is attributable.




(b)  The
      Members agree that the Contributed Assets shall have a fair market value of
      Eight Hundred Fifty Million Dollars ($850,000,000) (the “ Contributed
      Assets Value ”)
      and
      that Nevada Moly’s Capital Account shall be credited by the Contributed Assets
      Value.




(c)  In
      the
      event that the Capital Accounts of the Members are computed with reference
      to
      the book value of any Asset which differs from the adjusted tax basis of such
      Asset, then the Capital Accounts shall be adjusted for depreciation, depletion,
      amortization and gain or loss as computed for book purposes with respect to
      such
      Asset in accordance with Treas. Regs.
§ 1.704-1(b)(2)(iv)(g).


EXHIBIT
            C
            TO AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY,
            LLC;
 TAX
          MATTERS – Page 8


(d)  In
      the
      event any interest in the Company is transferred in accordance with the terms
      of
      the Agreement, the transferee shall succeed to the Capital Account of the
      transferor to the extent it relates to the transferred interest, except as
      provided in Treas. Regs. § 1.704-1(b)(2)(iv)(1).




(e)  In
      the
      event property, other than money, is distributed to a Member, the Capital
      Accounts of the Members shall be adjusted to reflect the manner in which the
      unrealized income, gain, loss and deduction inherent in such property (that
      has
      not been reflected in the Capital Accounts previously) would be allocated among
      the Members if there was a taxable disposition of such property for the fair
      market value of such property (taking Section 7701(g) of the Code into account)
      on the date of distribution. For this purpose the fair market value of the
      property shall be determined as set forth in Subparagraph
      4.2(a) below.




(f)  For
      purposes of maintaining the Capital Accounts, the Company’s deductions with
      respect to contributed property in each year for (i) depletion, (ii) deferred
      development expenditures under Section 616(b) of the Code attributable to
      pre-contribution expenditures, (iii) amortization under Section 291(b) of the
      Code attributable to pre-contribution expenditures, and (iv) amortization under
      Section 59(e) of the Code attributable to pre-contribution expenditures shall
      be
      the amount of the corresponding item determined for tax purposes pursuant to
      Subparagraph 3.6(c); *multiplied
      by* the
      ratio of (A) the book value at which the contributed property is recorded in
      the
      Capital Accounts to (B) the adjusted tax basis of the contributed property
      (including basis resulting from capitalization of pre-contribution development
      expenditures under Sections 616(b), 291(b), and 59(e) of the Code).




(g)  In
      the
      event the Management Committee designates a Supplemental Business Arrangement
      area within the Area of Interest as described in Section 10.13 of the Agreement,
      the Management Committee shall appropriately segregate Capital Accounts to
      reflect that designation and shall make such other modifications to the
      Agreement as are appropriate to reflect the manner of administering Capital
      Accounts in accordance with the terms of this Exhibit C ; *provided* that,
      notwithstanding this Subparagraph
      4.1(g) ,
      only
      one Capital Account shall be maintained for each Member for purposes of
      complying with Treas. Regs. § 1.704-1(b)(2)(iv).




(h)  The
      foregoing provisions, and the other provisions of the Agreement relating to
      the
      maintenance of Capital Accounts and the allocations of income, gain, loss,
      deduction and credit, are intended to comply with Treas. Regs.
§ 1.704-1(b), and shall be interpreted and applied in a manner consistent
      with such Treasury Regulation. In the event the Management Committee shall
      determine that it is prudent to modify the manner in which the Capital Accounts,
      or any debits or credits thereto, are computed in order to comply with such
      Treasury Regulation, the Management Committee may make such modification,
      provided that it is not likely to have a material effect on the amount
      distributable to either Member upon liquidation of the Company pursuant to Paragraph 4.2 .


EXHIBIT
            C
            TO AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY,
            LLC;
 TAX
          MATTERS – Page 9


(i)  Upon
      the
      occurrence of an event described in Treas. Regs.
§ 1.704-1(b)(2)(iv)( *f* )(5)
      (including any adjustment to the Members’ Percentage Interests pursuant to
      Section 5.2(a), 5.2(b) or 5.2(c) of the Agreement), if either (A) the Members
      so
      agree or (B) the Members’ Capital Account balances are not in proportion to the
      Members’ Percentage Interests, the Capital Accounts shall be restated in
      accordance with Treas. Regs. § 1.704-1(b)(2)(iv)( *f* )
      to
      reflect the manner in which unrealized income, gain, loss or deduction inherent
      in the assets of the Company (that has not been reflected in the Capital
      Accounts previously) would be allocated among the Members if there were a
      taxable disposition of such assets for their fair market values, as determined
      in accordance with Subparagraph
      4.2(a) .
      For
      purposes of Paragraph
      3.3 ,
      a
      Member shall be treated as contributing the portion of the book value of any
      property that is credited to the Member’s Capital Account pursuant to the
      preceding sentence. Following a revaluation pursuant to this Subparagraph
      4.1(i) ,
      the
      Members’ shares of depreciation, depletion, amortization and gain or loss, as
      computed for tax purposes, with respect to property that has been revalued
      pursuant to this Subparagraph
      4.1(i) shall be
      determined in accordance with the principles of Code Section 704(c) as applied
      pursuant to Subparagraph
      3.6(b) .




**4.2**  **Liquidation** **.** In the
      event the Company is dissolved pursuant to Section 11.3 of the Agreement
      then, notwithstanding any other provision of the Agreement to the contrary,
      the
      following steps shall be taken (after taking into account any transfers of
      Capital Accounts pursuant to Sections 5.2, 6.4, or 6.5 of the
      Agreement):




(a)  The
      Capital Accounts of the Members shall be adjusted to reflect any gain or loss
      which would be realized by the Company and allocated to the Members pursuant
      to
      the provisions of Article
      III of this Exhibit
      C if the
      Assets had been sold at their fair market value at the time of liquidation.
      The
      fair market value of the Assets shall be determined by agreement of both Members *provided,
      however,* that
      in
      the event that the Members fail to agree on the fair market value of any Asset,
      its fair market value shall be determined by a nationally recognized independent
      engineering firm or other qualified independent party approved by both
      Members.




(b)  After
      making the foregoing adjustments and/or contributions, and after taking into
      account all allocations under Article
      III ,
      including Subparagraph
      3.3(c) **** and
      giving effect to all sales or distributions of production through the date
      of
      the final distribution, all remaining Assets shall be distributed to the Members
      in proportion to their respective Percentage Interests at such time; *provided* that,
      if, at the time of the distribution under this Subparagraph
      4.2(b) there is
      an Unpaid Contribution Amount with respect to any Member, then for purposes
      of
      making the distributions under this Subparagraph
      4.2(b) (i) each
      Member shall be treated as having made a capital contribution to the Company
      equal to such Member’s Unpaid Contribution Amount, (ii) the aggregate proceeds
      available for distribution shall be deemed to include any such Unpaid
      Contribution Amount(s), and (iii) each Member with an Unpaid Contribution Amount
      shall be treated as receiving, as a part of the distribution under this Subparagraph
      4.2(b) but
      prior to any other distribution of assets, an amount equal to such Member’s
      Unpaid Contribution Amount, and the remaining assets to be distributed to such
      Member shall be adjusted accordingly, and *provided
      further* that, if
      the Company was dissolved upon an election by POS-Minerals pursuant to Section
      11.1(b) of the Agreement, the amount distributable to POS-Minerals under Section
      4.1(c)(iii) of the Agreement shall be distributed to POS-Minerals and thereafter
      the remaining Assets shall be distributed to Nevada Moly. Unless otherwise
      expressly agreed by both Members, with respect to any asset distributed in
      kind,
      each Member shall receive an undivided interest in such Asset in equal to the
      Member’s portion of the total distributions made pursuant to this Subparagraph
      4.2(b) at the
      time of distribution. Assets distributed to the Members shall be deemed to
      have
      a fair market value equal to the value assigned to them pursuant to Subparagraph 4.2(a) above.


EXHIBIT
            C
            TO AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY,
            LLC;
 TAX
          MATTERS – Page 10


(c)  All
      distributions to the Members in respect of their Capital Accounts shall be
      made
      in accordance with the time requirements of Treas. Regs.
§§ 1.704-1(b)(2)(ii)(b)(2) and (3).




**4.3**  **Deemed
      Terminations** **.** Notwithstanding the provisions of Paragraph
      4.2 ,
      if the
“liquidation” of the Company results from a deemed termination under Section
      708(b)(1)(B) of the Code, then (i) Subparagraphs 4.2(a) **** and **** (b) shall
      not apply, (ii) the Company shall be deemed to have contributed its assets
      to a new partnership in exchange for an interest therein, and immediately
      thereafter, distributing interests therein to the purchasing party and the
      non-transferring Members in proportion to their interests in the Company in
      liquidation thereof, (iii) the new partnership shall continue pursuant to
      the terms of the Agreement and this Exhibit C .




**4.4**  **Withholding** .
      To the
      extent the Company is required by applicable law or any tax treaty to withhold
      or to make tax payments on behalf of or with respect to any Member (including,
      by way of example and not limitation, any withholding required by Section 1446
      of the Code), the Company shall withhold amounts from distributions to Members
      and make such tax payments as so required. The amount of such payments shall
      constitute an advance by the Company to such Member and shall be repaid to
      the
      Company by reducing the amount of the current or next succeeding distributions
      that would otherwise have been made to such Member or, if such distributions
      are
      not sufficient for that purpose, such Member shall pay to the Company the amount
      of such insufficiency.




**ARTICLE
      V**


**SALE
      OR ASSIGNMENT**




The
      Members agree that if either one of them makes a sale or assignment of its
      Membership Interest, and such sale or assignment causes a termination under
      Section 708(b)(1)(B) of the Code, the terminating Member shall indemnify the
      non-terminating Member and save it harmless on an after-tax basis for any
      increase in taxes to the non-terminating Member caused by the termination of
      the
      Company.


EXHIBIT
            C
            TO AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY,
            LLC;
 TAX
          MATTERS – Page 11




**EXHIBIT
      D**




**INSURANCE**




The
      Manager shall, at all times while conducting Operations, comply fully with
      the
      applicable worker’s compensation laws and purchase protection for the Company
      and the Members, as additional insureds, comparable to that provided under
      commercially available standard insurance policies (subject to normal
      exclusions) for (i) comprehensive public liability and property damage with
      combined primary limits of One Million Dollars ($1,000,000) for bodily injury
      and property damage; (ii) automobile insurance with combined primary limits
      of
      One Million Dollars ($1,000,000); and (iii) adequate and reasonable insurance
      against risk of fire and other risks ordinarily insured against in similar
      operations, subject to varying levels of loss prevention. The Manager shall
      have
      no right to permit the Company to self-insure for the insurance provided under
      clauses (i), (ii) and (iii) above. Each Member may self-insure or purchase
      for
      its own account such additional excess insurance as it deems
      necessary.


EXHIBIT
            D
            TO AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY,
            LLC;
 INITIAL
            PROGRAM AND BUDGET – Page 1


**EXHIBIT
      F**




**MAJOR
      PERMITS**





**Permit/Approval**
            
            **Granting
                Agency**Plan
                of Operations/Record of Decisions
            
            U.S.
                Bureau of Land ManagementExplosives
                Permit
            
            U.S.
                Bureau of Alcohol, Tobacco and FirearmsEPA
                Hazardous Waste ID Number
            
            U.S.
                Environmental Protection AgencyAir
                Quality Permit
            
            NV
                Division of Environmental Protection/Bureau of Air Pollution
                ControlReclamation
                Permit
            
            NV
                Division of Environmental Protection/Bureau of Mining Regulation
                and
                ReclamationWater
                Pollution Control Permit
            
            NV
                Division of Environmental Protection/Bureau of Mining Regulation
                and
                ReclamationSolid
                Waste Class III Landfill Waiver
            
            NV
                Division of Environmental Protection/Bureau of Solid
                Waste


EXHIBIT
            F
            TO AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY,
            LLC;
 MAJOR
            PERMITS – Page 1


**EXHIBIT
      H**




**EXAMPLE
      CALCULATION OF CATCH-UP CONTRIBUTION**





*Initial _ Catch – Up _ Contribution = PMPIx*
              *NMC*
              *–**PMC**NMPI*


PMPI
      = Percentage Interest of POS-Minerals


NMC
              =
            Nevada
                Moly capital contributions through Third Contribution Installment
                Date
              (including
                the Contributed Assets Value reduced by the Third Installment Value
                Adjustment but excluding Excess Nevada Moly
                Contribution)


NMPI
      =
      Percentage Interest of Nevada Moly


PMC
      =
      POS-Minerals capital contributions through Third Contribution Installment
      Date





For
      example, if


PMPI
      =
      20%


NMC
      =
      $850 million


NMPI
      =
      80%


PMC
      =
      $170 million





*Initial _ Catch – Up _ Contribution =*20%*x*
              $850,000,000
              –$170,000,00080%
 Initial _ Catch – Up _ Contribution =
        $42,500,000


*Additional _ Catch – Up _ Contribution = PMPIx*
                *NMC* + *ENMC*
                *– (PMC + Initial _ Catch – Up _ Contribution)**NMPI*





ENMC = Excess Nevada Moly Contribution





For example, if


ENMC = $7.5 million


*Additional Catch*−*Up Contribution =*20%*x*
              $850,000,000 + $7,500,000
              −($170,000,000
                  + $42,500,000)80%


*Additional* _ *Catch* − *Up* _ *Contribution* = $1,875,000




EXHIBIT
            H
            TO AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY,
            LLC;
 EXAMPLE
            CALCULATION OF CATCH-UP CONTRIBUTION – Page 1