ex1031q033110.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
10.31

    


    State
registration No. 1950 as of 19 January 2006

    


    


    


    ADDENDUM
No. 1

    


    to
Contract No. 551 as of 19.10.00 for lignite mining at Mamyt Deposit

    in
Aktyubinsk oblast  of the Republic of Kazakhstan

    in
accordance with License series MG No. 9-D as of 11.12.95

    


    between

    


    MINISTRY
OF ENERGY AND MINERAL RESOURCES

     of
the Republic of Kazakhstan

    


    (Competent
Body)

    


    and

    


    


    “Kyzyl
Kain Mamyt” Limited Liability Partnership

     
 

     (Contractor)

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    Astana,
2006

    


    (English
translation)

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Present
addendum No. 1 to Contract No. 551 as of 19.10.00 for lignite mining at
East-Ural Deposit (East-Ural Section) in Aktyubinsk oblast of the Republic of
Kazakhstan in accordance with License series MG No. 9-D as of 11.12.95 was made
on 19 January 2006 between the Ministry of Energy and Mineral Resources of the
Republic of Kazakhstan (the Competent Body) and “Kyzyl Kain Mamyt” Limited
Liability Partnership (the Contractor)

    


    


    PREAMBLE

    


    Whereas:

    


    The
Contractor intends to use lignite in the technological process of at a future
nickel processing plant, the Expert Commission involved in the review of
subsurface users’ applications to change conditions of Licenses and Contracts
(Minutes No. 16 as of 01 June 2005) made a decision to introduce amendments to
the Contract’s Work Program in accordance with perspective plans to erect the
nickel processing plant,

    


    the
Competent Body and the Contractor have agreed as follows:

     

    
      	
              1.

            	
              To
      change the words the “Investment Agency of the Republic of Kazakhstan” to
      the “Ministry
      of Energy and Mineral Resources of the Republic of Kazakhstan” throughout
      the Contract.

            


    

    


    
      	
              2.

            	
              To
      change the words the “Geology and Subsurface Protection Committee under
      the Ministry of Mineral Resources and Environmental Protection of the
      Republic of Kazakhstan” to the “Geology and Subsurface Committee under the
      Ministry of Energy and Mineral Resources of the Republic of Kazakhstan”
      throughout the Contract.

            


    

    


    
      	
              3.

            	
              To
      add clause 7.2.11. in Section 7 of the Contract “General rights and
      obligations of the parties”  with the paragraph as
      follows:

            


    

    


    “Where if
the funds allocated for the obligation related to education, personnel training
and computerization exceed a real need in training of invited staff, the
Contractor uses remaining amounts for financing priority tasks of the secondary
education system under the Cooperation Agreement with the Ministry of Education
and Science of the Republic of Kazakhstan and the Ministry of Energy and Mineral
Resources of the Republic of Kazakhstan”. The information on remaining funds for
education is submitted to the Competent Body upon approval of the annual work
program and budget for the following year of the Contract’s term”.

    


    
      	
              4.

            	
              Clause
      29.2. in Section 29 of the Contract “Additional provisions” shall be read
      as follows:

            


    

    


    “Notices
and documents are delivered by hand or sent by mail, registered airmail, fax,
telex or cable at the addresses as follows:

    


    
      	
              Competent
      Body

            	
              Contractor

            
	
              Ministry
      of Energy and Mineral Resources

            	
              “Kyzyl
      Kain Mamyt” Limited Liability Partnership

            
	
              Republic
      of Kazakhstan

              473000
      Astana, Kabanbai batyr St., 22

              Tel.:
      8 (3172) 78 68 55

              Fax:
      8 (3172) 78 68 65

            	
              Republic
      of Kazakhstan

              464830
      Aktyubinsk oblast, Kargalinski district, Badamsha, Lenin St.,
      20

              Tel.:
      8 (31342) 21 301

              Fax:  8
      (31342) 21 301

            


    

    


    
      	
              5.

            	
              To
      replace the Work Program to the Contract (Appendix 1) with the Work
      Program (Appendix 1a).

            


    

    


    Present
Addendum No. 1 to the Contract was made in Astana, Republic of Kazakhstan on 19
January 2006 by the authorized representatives of the Parties.

    


    SIGNATURES

    


    COMPETENT
BODY                                                                           CONTRACTOR

    


    Ministry
of Energy
and                                                                           “Kyzyl
Kain Mamyt” LLP

    Mineral
Resources of the

    Republic
of Kazakhstan

    


    Izmukhambetov
B.                                                                               
     A. Alexandrov

    First
Vice
Minister                                                                               
     Director