EXHIBIT 2.6.1

                                   ASSIGMENT
                                       of
                           DEBT AND RELATED SECURITY

THIS ASSIGNMENT OF DEBT AND RELATED SECURITY ("ASSIGNMENT") is made as of the
26th day of October, 2001, by:

CRYSTALLEX INTERNATIONAL CORPORATION, a company organized under the federal laws
of Canada ("CRYSTALLEX" or the "ASSIGNOR"), EL CALLAO MINING CORP. a company
organized under the laws of the Province of British Columbia ("EL CALLAO"), and
ECM (VENCO) LTD., a company organized under the laws of Bermuda ("ECM"), to and
for the benefit of

STANDARD BANK LONDON LIMITED, a bank organized under the laws of England
("STANDARD BANK"), in its capacity as the Collateral Agent (in such capacity,
the "COLLATERAL AGENT" or the "ASSIGNEE") under and pursuant to the Amended
Credit Agreement (as hereinafter defined).

                                    RECITALS

A.   Mineras Bonanza C.A., a company organized under the laws of Venezuela
("BORROWER"), Crystallex, Bolivar Goldfields A.V.V., a company organized under
the laws of Aruba, having its statutory seat in Aruba, Netherlands Antilles
("BOLIVAR ARUBA"), Orinoquia Mining A.V.V., a company organized under the laws
of Aruba, having its statutory seat in Aruba, Netherlands Antilles
("ORINOQUIA"), Revemin II, C.A., a company organized under the laws of Venezuela
("REVEMIN"), El Callao, ECM, Standard Bank, in its capacity as sole Initial
Lender and, as of the date hereof, the Lender (in such capacity, the "LENDER"),
the Collateral Agent and Standard Bank, in its capacity as the Administrative
Agent (in such capacity, the "ADMINISTRATIVE AGENT"), are parties to a Credit
Agreement, dated as of August 11, 2000 (the "CREDIT AGREEMENT"), and a First
Amendment to Credit Agreement, dated as of the date hereof (the "FIRST
AMENDMENT," and with the Credit Agreement, the "AMENDED CREDIT AGREEMENT").

B.   Crystallex owns 100% of the issued and outstanding capital stock of
Bolivar Aruba and approximately 80% of the issued and outstanding capital stock
of El Callao; Bolivar Aruba owns 100% of the issued and outstanding capital
stock of Orinoquia; Orinoquia owns 100% of the issued and outstanding capital
stock of the Borrower and 93% of the issued and outstanding capital stock of
Revemin; and El Callao owns 100% of the issued and outstanding capital stock of
ECM.

C.   El Callao, as borrower, and Bema Gold Corporation, amalgamated under the
laws of the Province of British Columbia, Canada ("BEMA"), as lender, are
parties to a Loan Agreement dated as of June 30, 2000 (the "BEMA LOAN
AGREEMENT"). The proceeds of the loans pursuant to the Bema Loan Agreement were
used by El Callao in its operations, and were in part further loaned or
otherwise provided to ECM and its direct and indirect subsidiaries, including
Osmin Holdings Limited, a company organized under the laws of Bermuda ("OSMIN"),
and Tamanaco Holdings Ltd., a company organized under the laws of Bermuda
("TAMANACO"), for use in their operations.

D.   Pursuant to a Guarantee by ECVM to and for the benefit of Bema, dated as of
June 30, 2000 (the "ECM GUARANTEE"), and in consideration of the loans to El
Callao under the Bema Loan Agreement, ECM irrevocably and unconditionally
guaranteed to Bema the due and punctual payment of all indebtedness of El Callao
to Bema under and pursuant to the Bema Loan Agreement.


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E.   Pursuant to a Securities Pledge Agreement by El Callao to and for the
benefit of Bema, dated as of June 30, 2000 (the "ECM PLEDGE AGREEMENT"), and in
consideration of the loans to El Callao under the Bema Loan Agreement, El Callao
pledged and granted to Bema a security interest in all of El Callao's common
stock of ECM as security for the payment of all indebtedness of El Callao to
Bema under and pursuant to the Bema Loan Agreement. Also on June 30, 2000, by a
separate Acknowledgement, Consent and Undertaking (the "ECM ACKNOWLEDGEMENT"),
ECM, among other things, acknowledged receipt of a copy of the ECM Pledge
Agreement and agreed: (i) to be bound by and comply with its terms, (ii) to
maintain its separate existence and not to merge or consolidate with any person
and (iii) not to sell, assign or alienate any of its assets or create or permit
to exist any lien, charge or security interest over any of its assets. All
references herein to the ECM Pledge Agreement shall include the ECM
Acknowledgement.

F.   Pursuant to a Securities Pledge Agreement by ECM to and for the benefit of
Bema, dated as of June 30, 2000 (the "OSMIN PLEDGE AGREEMENT"), and in
consideration of the loans to El Callao under the Bema Loan Agreement, ECM
pledged and granted to Bema a security interest in all of ECM's common stock of
Osmin (constituting 51% of all issued and outstanding capital stock of Osmin(1))
as security for the payment of all indebtedness of El Callao to Bema under and
pursuant to the Bema Loan Agreement. Also on June 30, 2000, by a separate
Acknowledgement, Consent and Undertaking (the "OSMIN ACKNOWLEDGEMENT"), Osmin,
among other things, acknowledged receipt of a copy of the Osmin Pledge Agreement
and agreed: (i) to be bound by and comply with its terms, (ii) to maintain its
separate existence and not to merge or consolidate with any person and (iii) not
to sell, assign or alienate any of its assets or create or permit to exist any
lien, charge or security interest over any of its assets. All references herein
to the Osmin Pledge Agreement shall include the Osmin Acknowledgement.

G.   Pursuant to a Securities Pledge Agreement by ECM to and for the benefit of
Bema, dated as of June 30, 2000 (the "TAMANACO PLEDGE AGREEMENT"), and in
consideration of the loans to El Callao under the Bema Loan Agreement, ECM
pledged and granted to Bema a security interest in all of ECM's common stock of
Tamanaco (constituting 70% of all issued and outstanding capital stock of
Tamanaco) as security for the payment of all indebtedness of El Callao to Bema
under and pursuant to the Bema Loan Agreement. Also on June 30, 2000, by a
separate Acknowledgement, Consent and Undertaking (the "TAMANACO
ACKNOWLEDGEMENT"), Tamanaco, among other things, acknowledged receipt of a copy
of the Tamanaco Pledge Agreement and agreed: (i) to be bound by and comply with
its terms, (ii) to maintain its separate existence and not to merge or
consolidate with any person and (iii) not to sell, assign or alienate any of its
assets or create or permit to exist any lien, charge or security interest over
any of its assets. All references herein to the Tamanaco Pledge Agreement shall
include the Tamanaco Acknowledgement.

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(1)   ECM has heretofore assigned 2% of the issued and outstanding common
stock of Osmin to Pembroke Company Limited, Clarendon House, Church Street,
Hamilton, Bermuda. The assignment of the Assigned Interests, and the pledge of
Osmin stock pursuant to the Amended Credit Agreement, are subject only to such
assignment. As of the date hereof, a release of such assignment is pending. The
Assignor agrees to promptly notify the Assignee in writing when such release is
effective and that the Assignor then owns 51% of all issued and outstanding
capital stock of Osmin, free and clear of all claims, liens and encumbrances.


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H.   In connection with the acquisition from Bema by Crystallex of all of Bema's
shares of capital stock in and other related assets of El Callao pursuant to a
Purchase Agreement between Bema and Crystallex, dated September 12, 2000, and
pursuant to an Assignment and Assumption Agreement among Bema, as assignor,
Crystallex, as assignee, and El Callao, dated as of February 26, 2001 (the "BEMA
ASSIGNMENT");

     (i)   Bema assigned to Crystallex all of Bema's right title and interest in
and to: (a) the Bema Loan Agreement, (b) all indebtedness of El Callao to Bema
(consisting of US$13,307,028.54 and C$2,346,684.43 as of the date of the Bema
Assignment) under and pursuant to the Bema Loan Agreement (all such
indebtedness, as existing on the date of this Assignment and as it may exist and
be constituted at any time subsequent to the date of this Assignment, the "BEMA
DEBT"), (c) the ECM Guarantee, (d) the ECM Pledge Agreement, (e) the Osmin
Pledge Agreement, (f) the Tamanaco Pledge Agreement and (g) all benefits and
advantages (the "BEMA BENEFITS") to be derived from the Loan Agreement, the ECM
Guarantee, the ECM Pledge Agreement, the Osmin Pledge Agreement and the Tamanaco
Pledge Agreement (collectively, the "BEMA ASSIGNED AGREEMENTS");

     (ii)   Crystallex agreed to assume, observe, perform and be bound by the
Bema Assigned Agreements and the obligations of Bema thereunder (the "BEMA
OBLIGATIONS"), and to indemnify Bema for the non-payment, non-observance or
non-payment by Crystallex under the Bema Assigned Agreements and such
obligations (such indemnification and the Bema Obligations, collectively, the
"CRYSTALLEX OBLIGATIONS");

     (iii)   El Callao: (a) consented to the Bema Assignment and the assumption
by Crystallex of the Bema Obligations, (b) accepted the covenant of Crystallex
to observe, perform and be bound by the Bema Obligations, (c) agreed to perform
its obligations in the Bema Assigned Agreements and (d) released and discharged
Bema from the Bema Assigned Agreements and the Bema Obligations.

I.   Borrower would be or become in default of its obligations under the Credit
Agreement if the Lender, the Collateral Agent and the Administrative Agent did
not enter into the First Amendment (and particularly Section 7 thereof relating
to a revised schedule for the repayment of the Loans made by the Lender pursuant
to the Credit Agreement), which provides for and obligates Crystallex, El
Callao, ECM, Osmin and Tamanaco to the matters provided in this Assignment and
in other agreements and documents provided for in the First Amendment. Such
default would seriously impair the operations and obligations of Crystallex, El
Callao, ECM, Osmin and Tamanaco, including, without limitation, the processing
of gold by their direct and indirect subsidiaries at the mill owned and operated
by Revemin.

J.   Pursuant to the First Amendment, the Assignor is obligated to, and wishes
to, assign to the Assignee (for the benefit of the Lender and any additional
Lenders), all of its right, title and interest in and to the Bema Loan
Agreement, the Bema Debt, the Bema Benefits, the Bema Assigned Agreements and
the Bema Assignment, and El Callao and ECM wish to consent to such assignment
and make certain covenants, agreements, representations and warranties to the
Assignee, upon the terms and subject to the conditions of this Assignment.

                                   AGREEMENT

NOW, THEREFORE, in consideration of the First Amendment and the benefits to be
derived by the Assignor, El Callao, ECM and the Osmin/Tamanaco Entities
therefrom; other good and valuable consideration, the receipt of which is
acknowledged by the Assignor, El Callao and ECM; and intending to be legally
bound; the Assignor, El Callao and ECM (each sometimes referred to herein as a
"CRYSTALLEX PARTY" and collectively, the "CRYSTALLEX PARTIES") hereby agree with
and to and for the benefit of the Assignee, acting on behalf of the Lenders, as
follows:


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1.   RECITALS. The Crystallex Parties represent to the Assignee that the above
Recitals are true and correct and are hereby incorporated in this Assignment.

2.   STATEMENTS OF GENERAL APPLICABILITY.

     (a)   Each of the rights and remedies of the Assignee under Sections 3, 4,
9 and 10(b) of this Assignment is subject to the other provisions of this
Assignment, the relevant terms, conditions and provisions of the Osmin
Shareholder's Agreement (as hereinafter defined), and the provisions of the
Amended Credit Agreement.

     (b)   The words "ordinary course as presently conducted," when used in any
reference in this Assignment to the operation of the business of any Crystallex
Party, Osmin or Tamanaco, shall include operation in accordance with the Base
Case (as defined in and then in effect under the Amended Credit Agreement),
which shall be understood to mean that operation in accordance with such Base
Case is operation in the ordinary course as presently conducted.

     (c)   The assignment of the Assigned Interests in Section 3, the covenants
and agreements in Section 6 and the covenants, agreements, representations and
warranties in Section 7, are subject to the relevant terms, conditions and
provisions of any existing agreements to which any of the Crystallex Parties are
bound and that the Assignor, on or prior to the date hereof, has delivered to
the Assignee true, complete and accurate copies thereof or has otherwise
satisfied the Assignor as to the provisions thereof (and the Assignor has
acknowledged its satisfaction), including the Osmin Shareholder's Agreement.

3.   ASSIGNMENT. The Assignor does hereby absolutely, irrevocably and
unconditionally (subject to Section 5) assign, convey, transfer and set over
unto the Assignee, all of Assignor's entire right, title and interest in and to
the Bema Loan Agreement, the Bema Debt, the Bema Benefits, the Bema Assigned
Agreements and the Bema Assignment, as the same shall exist on the date of this
Assignment and as they may exist and be constituted at any time subsequent to
the date of this Assignment, together with all extensions, renewals,
modifications, replacements or guarantees of any of the foregoing (collectively,
the "ASSIGNED INTERESTS"). This Assignment is given as security for the payment
of all obligations and liabilities of the Borrower and all other persons under
and pursuant to the Amended Credit Agreement (collectively, the "SECURED
OBLIGATIONS"). The security of this Assignment is and shall be primary and on a
parity with such Amended Credit Agreement and other related guarantees, pledge
agreements, security agreements, mortgages and other agreements or obligations,
and not secondary. All amounts collected pursuant to this Assignment and the
Assigned Interests, after deducting the expenses of collection, shall be applied
on account of the Secured Obligations, in such order and manner as the Lenders
shall determine in their sole discretion. Nothing herein contained shall be
construed as constituting Assignee a trustee or debtor in possession. In the
event the Secured Obligations are fully paid and satisfied, cancelled, and
released, then the releasing of the Secured Obligations shall constitute a
satisfaction, cancellation and release of this Assignment.

4.   RIGHT TO COLLECT AND ENFORCE. The Assignor does hereby empower and grant
the right to the Assignee, its agents or attorneys, to collect, sue for, settle,
compromise and give acquittances for any or all of the Bema Debt, and to enforce
and receive the benefits of the Assigned Interests and the obligations
thereunder of the parties thereto, and to avail itself of and pursue all
remedies for the enforcement of the Assigned Interests and Assignor's rights in
and under the Assigned Interests as the Assignor might have pursued but for this
Assignment.


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5.   ASSIGNEE NOT OBLIGATED. The assignment of the Assigned Interests is an
assignment only of Assignor's rights and interests in, and benefits derived
from, the Assigned Interests, and not of any of the obligations or liabilities
of the Assignor or any other person under, pursuant to or related in any manner
to the Assigned Interests. Specifically (and Crystallex so warrants), none of
the Assignee, the Lenders or the Administrative Agent assume or have assumed, or
shall assume, or shall be deemed or construed to assume or have assumed, any
obligations or liabilities, whether of payment or performance or otherwise, of
the Assignor or any other person under, pursuant to or related in any manner to
the Assigned Interests, including, without limitation, the Crystallex
Obligations.

6.   COVENANTS AND AGREEMENTS OF ASSIGNOR, EL CALLAO AND ECM. The Assignor, El
Callao and ECM covenant to and agree with the Assignee as follows:

     (a)   The Assignor covenants and agrees that it, unless it obtains the
prior written consent of the Assignee, which the Assignee may withhold or delay
in its sole discretion:

            (i)  will comply with the terms and conditions of, and duly, fully
and timely perform all of its obligations under, the Assigned Interests to which
it is a party, and will not, and will not permit (subject to Section 2(c)) any
of the other parties to the Assigned Interests to, amend, modify, waive,
release, reduce, discount, terminate or otherwise discharge or compromise,
directly or indirectly, any of the Assigned Interests or any part thereof;

           (ii)  will duly, fully and timely perform the Crystallex Obligations;

          (iii)  will not sell, transfer, convey, transfer, assign, pledge,
hypothecate or encumber, or permit any lien, charge or security interest on, any
of its shares of capital stock of El Callao;

           (iv)  will vote its shares of capital stock of El Callao to cause El
Callao, or otherwise require El Callao, to (A) operate its business in the
ordinary course as presently conducted, (B) not sell, transfer, convey,
transfer, assign, pledge, hypothecate or encumber, or permit any lien, charge or
security interest on, any of its assets, other than in the ordinary course as
presently conducted, (C) not merge or consolidate with, or exchange shares of
its capital stock with, any other entity, (D) not issue or agree to issue any
shares of its capital stock, (E) not sell, transfer, convey, transfer, assign,
pledge, hypothecate or encumber, or permit any lien, charge or security interest
on, any of its shares of capital stock of ECM, (F) not change any of the present
directors and officers of ECM, other than other directors and officers as to
which the Assignee may (prior to any vote) consent, which consent shall not be
unreasonably withheld, (G) preserve and keep in full force and effect its entity
status, rights and privileges under the laws of the jurisdiction of its
formation, and all qualifications, licenses and permits applicable to it, and
(H) not change its name, identity, or organizational structure, or the location
of its registered office or principal place of business without having first
given written notice of such change to the Assignee;

           (v)  will vote its share of stock in El Callao to maintain the
present directors and officers of El Callao, or such other directors and
officers as to which the Assignee may (prior to any vote) consent, which consent
shall not be unreasonably withheld;


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          (vi)  will not permit (subject to Section 2(c)) El Callao to vote its
shares of capital stock of ECM, or otherwise permit ECM, to (A) operate its
business other than in the ordinary course as presently conducted, (B) sell,
transfer, convey, transfer, assign, pledge, hypothecate or encumber, or permit
any lien, charge or security interest on, any of its assets, other than in the
ordinary course of its business as presently conducted, (C) merge or consolidate
with, or exchange shares of its capital stock with, any other entity, (D) issue
or agree to issue any shares of its capital stock, (E) sell, transfer, convey,
transfer, assign, pledge, hypothecate or encumber, or permit any lien, charge or
security interest on, any of its shares of capital stock of Osmin or Tamanaco,
(F) change any of the present directors and officers of ECM or the nominee
directors of Osmin or Tamanaco, other than to other directors and officers as to
which the Assignee may (prior to any vote) consent, which consent shall not be
unreasonably withheld, (G) fail to preserve and keep in full force and effect
ECM's entity status, rights and privileges under the laws of the jurisdiction of
its formation, and all qualifications, licenses and permits applicable to it,
(H) change ECM's name, identity, or organizational structure, or the location of
its registered office or principal place of business without having first given
written notice of such change to the Assignee, or (I) fail to comply with the
terms and conditions of, and duly, fully and timely perform all of its
obligations under Osmin Shareholder's Agreement;

          (vii)   will not permit (subject to Section 2(c)) ECM to vote its
shares of capital stock of Osmin or Tamanaco or otherwise permit (if ECM, Osmin
or Tamanaco have the power to permit or not permit) Osmin or Tamanaco or any of
their direct or indirect subsidiaries or entities in which they have ownership
interests, including, without limitation, Auriferous El Callao C.A. (Osmin,
Tamanaco and each of such other subsidiaries or entities, an "OSMIN/TAMANACO
ENTITY"), to (A) operate its or any other Osmin/Tamanaco Entity's business other
than in the ordinary course as presently conducted, (B) sell, transfer, convey,
transfer, assign, pledge, hypothecate or encumber, or permit any lien, charge or
security interest on, any of its or any other Osmin/Tamanaco Entity's assets,
other than in the ordinary course of its business as presently conducted, (C)
merge or consolidate with, or exchange shares of its capital stock with, any
other entity, (D) issue or agree to issue any shares of any Osmin/Tamanaco
Entity's capital stock, (E) sell, transfer, convey, transfer, assign, pledge,
hypothecate or encumber, or permit any lien, charge or security interest on, any
of its shares of capital stock of any other Osmin/Tamanaco Entity, (F) change
any of the present nominee directors and officers of any Osmin/Tamanaco Entity,
other than to other directors and officers as to which the Assignee may (prior
to any vote) consent, which consent shall not be unreasonably withheld, (G) fail
to preserve and keep in full force and effect each Osmin/Tamanaco Entity's
entity status, rights and privileges under the laws of the jurisdiction of its
formation, and all qualifications, licenses and permits applicable to it, or (H)
change any Osmin/Tamanaco Entity's name, identity, or organizational structure,
or the location of its registered office or principal place of business without
having first given written notice of such change to the Assignee; and

          (viii)   will not permit (subject to Section 2(c)) Osmin or Tamanaco
to vote their shares of capital stock of any other Osmin/Tamanaco Entity, or
otherwise permit (if Osmin or Tamanaco have the power to permit or not permit)
any Osmin/Tamanaco Entity, to (A) operate its or any other Osmin/Tamanaco
Entity's business other than in the ordinary course as presently conducted, (B)
sell, transfer, convey, transfer, assign, pledge, hypothecate or encumber, or
permit any lien, charge or security interest on, any of its or any other
Osmin/Tamanaco Entity's assets, other than in the ordinary course of its
business as presently conducted, (C) merge or consolidate with, or exchange
shares of its capital stock with, any other entity, (D) issue or agree to issue
any shares of its capital stock, (E) sell, transfer, convey, transfer, assign,
pledge, hypothecate or encumber, or permit any lien, charge or security interest
on, any of its shares of capital stock of any other Osmin/Tamanaco Entity, (F)
change any of the present nominee directors and officers of any Osmin/Tamanaco
Entity, other than to other directors and officers as to which the Assignee nay
(prior to any vote) consent, which consent shall not be unreasonably withheld,
(G) fail to preserve and keep in full force and effect its entity status, rights
and privileges under the laws of the jurisdiction of its formation, and all
qualifications, licenses and permits applicable to it, or (H) change its name,
identity, or organizational structure, or the location of its registered office
or principal place of business without having first given written notice of such
change to the Assignee.


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     (b)   El Callao covenants and agrees that it, unless it obtains the prior
written consent of the Assignee, which the Assignee may withhold or delay in its
sole discretion:

          (i)   will comply with the terms and conditions of, and duly, fully
and timely perform all of its obligations under, the Assigned Interests to which
it is a party, and will not, and will not permit (subject to Section 2(c)) any
of the other parties to the Assigned Interests to, amend, modify, waive,
release, reduce, discount, terminate or otherwise discharge or compromise,
directly or indirectly, any of the Assigned Interests or any part thereof;

          (ii)   will not sell, transfer, convey, transfer, assign, pledge,
hypothecate or encumber, or permit any lien, charge or security interest on, any
of its shares of capital stock of ECM;

          (iii)   will (A) operate its business in the ordinary course as
presently conducted, (B) not sell, transfer, convey, transfer, assign, pledge,
hypothecate or encumber, or permit any lien, charge or security interest on, any
of its assets, other than in the ordinary course as presently conducted, (C) not
merge or consolidate with, or exchange shares of its capital stock with, any
other entity, (D) not issue or agree to issue any shares of its capital stock,
(E) not sell, transfer, convey, transfer, assign, pledge, hypothecate or
encumber, or permit any lien, charge or security interest on, any of its shares
of capital stock of ECM, (F) not change any of its present directors and
officers, other than other directors and officers as to which the Assignee may
(prior to any vote) consent, which consent shall not be unreasonably withheld,
(G) preserve and keep in full force and effect its entity status, rights and
privileges under the laws of the jurisdiction of its formation, and all
qualifications, licenses and permits applicable to it, and (H) not change its
name, identity, or organizational structure, or the location of its registered
office or principal place of business without having first given written notice
of such change to the Assignee;

          (iv)   will vote its shares of capital stock of ECM to cause ECM, or
otherwise require ECM, to (A) operate its business in the ordinary course as
presently conducted, (B) not sell, transfer, convey, transfer, assign, pledge,
hypothecate or encumber, or permit any lien, charge or security interest on, any
of its assets, other than in the ordinary course of its business as presently
conducted, (C) not merge or consolidate with, or exchange shares of its capital
stock with, any other entity, (D) not issue or agree to issue any shares of its
capital stock, (E) not sell, transfer, convey, transfer, assign, pledge,
hypothecate or encumber, or permit any lien, charge or security interest on, any
of its shares of capital stock of Osmin or Tamanaco, and (F) change any of the
present nominee directors and officers of Osmin or Tamanaco, other than to other
directors and officers as to which the Assignee may (prior to any vote) consent,
which consent shall not be unreasonably withheld, (G) preserve and keep in full
force and effect ECM's entity status, rights and privileges under the laws of
the jurisdiction of its formation, and all qualifications, licenses and permits
applicable to it, (H) not change ECM's name, identity, or organizational
structure, or the location of its registered office or principal place of
business without having first given written notice of such change to the
Assignee, and (I) comply with the terms and conditions of, and duly, fully and
timely perform all of its obligations under, the Osmin Shareholder's Agreement;


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          (v)   will vote its shares of stock in ECM to maintain the present
directors and officers of ECM, or such other directors and officers as to which
the Assignee may (prior to any vote) consent, which consent shall not be
unreasonably withheld; and

          (vi)   will not permit (subject to Section 2(c)) ECM to vote its
shares of capital stock of Osmin or Tamanaco or otherwise permit (if ECM, Osmin
or Tamanaco have the power to permit or not permit) any Osmin/Tamanaco Entity,
to (A) operate its or any other Osmin/Tamanaco Entity's business other than in
the ordinary course as presently conducted, (B) sell, transfer, convey,
transfer, assign, pledge, hypothecate or encumber, or permit any lien, charge or
security interest on, any of its or any other Osmin/Tamanaco Entity's assets,
other than in the ordinary course of its business as presently conducted, (C)
merge or consolidate with, or exchange shares of its capital stock with, any
other entity, (D) issue or agree to issue any shares of its capital stock (E)
sell, transfer, convey, transfer, assign, pledge, hypothecate or encumber, or
permit any lien, charge or security interest on, any of its shares of capital
stock of any other Osmin/Tamanaco Entity, (F) change any of the present nominee
directors and officers of any Osmin/Tamanaco Entity, other than to other
directors and officers as to which the Assignee may (prior to any vote) consent,
which consent shall not be unreasonably withheld, (G) fail to preserve and keep
in full force and effect each Osmin/Tamanaco Entity's entity status, rights and
privileges under the laws of the jurisdiction of its formation, and all
qualifications, licenses and permits applicable to it, or (H) change any
Osmin/Tamanaco Entity's name, identity, or organizational structure, or the
location of its registered office or principal place of business without having
first given written notice of such change to the Assignee.

      (c)   ECM covenants and agrees that it, unless it obtains the prior
written consent of the Assignee, which the Assignee may withhold or delay in its
sole discretion:

          (i)   will comply with the terms and conditions of, and duly, fully
and timely perform all of its obligations under, the Assigned Interests to which
it is a party and the Osmin Shareholder's Agreement, and will not, and will not
permit (subject to Section 2(c)) any of the other parties to the Assigned
Interests to, amend, modify, waive, release, reduce, discount, terminate or
otherwise discharge or compromise, directly or indirectly, any of the Assigned
Interests or any part thereof;

          (ii)   will not sell, transfer, convey, transfer, assign, pledge,
hypothecate or encumber, or permit any lien, charge or security interest on, any
of its shares of capital stock of Osmin or Tamanaco;

          (iii)   will (A) operate its business in the ordinary course as
presently conducted, (B) not sell, transfer, convey, transfer, assign, pledge,
hypothecate or encumber, or permit any lien, charge or security interest on, any
of its assets, other than in the ordinary course as presently conducted, (C) not
merge or consolidate with, or exchange shares of its capital stock with, any
other entity, (D) not issue or agree to issue any shares of its capital stock,
(E) not sell, transfer, convey, transfer, assign, pledge, hypothecate or
encumber, or permit any lien, charge or security interest on, any of its shares
of capital stock of Osmin or Tamanaco, (F) not change any of its present
directors and officers, other than other directors and officers as to which the
Assignee may (prior to any vote) consent, which consent shall not be
unreasonably withheld, (G) preserve and keep in full force and effect its entity
status, rights and privileges under the laws of the jurisdiction of its
formation, and all qualifications, licenses and permits applicable to it, and
(H) not change its name, identity or organizational structure, or the location
of its registered office or principal place of business without having first
given written notice of such change to the Assignee;


                                        8


<PAGE>


          (iv)   will vote its shares of capital stock of Osmin or Tamanaco to
cause Osmin and Tamanaco, or otherwise require Osmin or Tamanaco, to (A) operate
its business in the ordinary course as presently conducted, (B) not sell,
transfer, convey, transfer, assign, pledge, hypothecate or encumber, or permit
any lien, charge or security interest on, any of its assets, other than in the
ordinary course of its business as presently conducted, (C) not merge or
consolidate with, or exchange shares of its capital stock with, any other
entity, (D) not issue or agree to issue any shares of its capital stock, (E) not
sell, transfer, convey, transfer, assign, pledge, hypothecate or encumber, or
permit any lien, charge or security interest on, any of its shares of capital
stock of any other Osmin/Tamanaco Entity, (F) not change any of the present
nominee directors and officers of Osmin or Tamanaco, other than to other
directors and officers as to which the Assignee may (prior to any vote) consent,
which consent shall not be unreasonably withheld, (G) preserve and keep in full
force and effect each Osmin/Tamanaco Entity's entity status, rights and
privileges under the laws of the jurisdiction of its formation, and all
qualifications, licenses and permits applicable to it, and (H) not change any
Osmin/Tamanaco Entity's name, identity, or organizational structure, or the
location of its registered office or principal place of business without having
first given written notice of such change to the Assignee;

          (v)   will vote its shares of stock in Osmin and Tamanaco to maintain
its present nominee directors and officers of Osmin and Tamanaco, or such other
directors and officers as to which the Assignee may (prior to any vote) consent,
which consent shall not be unreasonably withheld; and

          (vi)   will not permit (subject to Section 2(c)) Osmin or Tamanaco to
vote their shares of capital stock of any other Osmin/Tamanaco Entity, or
otherwise permit (if ECM, Osmin or Tamanaco have the power to permit or not
permit) any Osmin/Tamanaco Entity, to (A) operate its or any other
Osmin/Tamanaco Entity's business other than in the ordinary course as presently
conducted, (B) sell, transfer, convey, transfer, assign, pledge, hypothecate or
encumber, or permit any lien, charge or security interest on, any of its or any
other Osmin/Tamanaco Entity's assets, other than in the ordinary course of its
business as presently conducted, (C) merge or consolidate with or exchange
shares of its capital stock with, any other entity, (D) issue or agree to issue
any shares of its capital stock (E) sell, transfer, convey, transfer, assign,
pledge, hypothecate or encumber, or permit any lien, charge or security interest
on, any of its shares of capital stock of any other Osmin/Tamanaco Entity, (F)
change any of the present nominee directors and officers of any Osmin/Tamanaco
Entity, other than to other directors and officers as to which the Assignee may
(prior to any vote) consent, which consent shall not be unreasonably withheld,
(G) fail to preserve and keep in full force and effect each Osmin/Tamanaco
Entity's entity status, rights and privileges under the laws of the jurisdiction
of its formation, and all qualifications, licenses and permits applicable to it,
or (H) change any Osmin/Tamanaco Entity's name, identity, or organizational
structure, or the location of its registered office or principal place of
business without having first given written notice of such change to the
Assignee.

          (vii)   has (A) recorded on its official books and records in
accordance with applicable law, the ECM Pledge Agreement and the pledge of ECM
shares thereunder, the assignment of the ECM Pledge Agreement to the Assignor
pursuant to the Bema Assignment and the assignment of the ECM Pledge Agreement
to the Assignee pursuant to this Assignment, (B) caused to be recorded on this
official books and records of Osmin in accordance with applicable law, the Osmin
Pledge Agreement and the pledge of Osmin shares thereunder, the assignment of
the Osmin Pledge Agreement to the Assignor pursuant to the Bema Assignment and
the assignment of the Osmin Pledge Agreement to the Assignee pursuant to this
Assignment and (C) caused to be recorded on the official books and records of
Tamanaco in accordance with applicable law, the Tamanaco Pledge Agreement and
the pledge of Tamanaco shares thereunder, the assignment of the Tamanaco Pledge
Agreement to the Assignor pursuant to the Bema Assignment and the assignment of
the Tamanaco Pledge Agreement to the Assignee pursuant to this Assignment.


                                        9


<PAGE>



7.   PROJECT FINANCING; REPAYMENT OF BEMA DEPT; OSMIN AND TAMANACO.

     (a)   The Crystallex Parties agree with and represent and warrant to the
Assignee that:

          (i)   Corporacion Vengroup S.A. ("VENGROUP") is the owner of all of
the issued and outstanding capital stock of Osmin not owned by ECM (e.g. 49%);

          (ii)   ECM and Vengroup have entered into a shareholders' agreement as
to Osmin, dated July 27, 1993, and amended November 20, 2000 (as amended, the
"OSMIN SHAREHOLDERS AGREEMENT"), which provides, inter alia, for the provision
of "PROJECT FINANCING" (as defined in the Osmin Shareholder's Agreement and
subject to the provisions of Section 7(a)(v)), the pledge as security of the
assets of Osmin and its wholly owned subsidiary, Auriferous El Callao C. A., and
any of their respective subsidiaries, and the subordination and postponement of
the respective interests of ECM and Vengroup in Osmin in support of such Project
Financing;

          (iii)   Project Financing is essential to the development of Osmin and
assets owned by Osmin and its subsidiaries and it is contemplated that Project
Financing will be placed by Osmin while this Assignment remains in effect, which
Project Financing will include participation by the Assignor, El Callao, ECM,
and the Osmin/Tamanaco Entities, or any of them, and may include the
subordination and postponement of the indebtedness of any of the Osmin/Tamanaco
Entities to ECM and related security;

          (iv)   Project Financing shall not be entered into without the prior
written consent of the Assignee; and

          (v)   Such Project Financing will be on and subject to the following
terms and conditions;

               (A)   such Project financing shall be for the purpose of
               expanding, improving or enhancing gold mining and processing
               capabilities and facilities of the Osmin/Tamanaco Entities or any
               one of them;

               (B)   the Assignor shall provide or cause to be provided to the
               Assignee true and complete copies of all non-binding term sheets
               and/or letters of intent, all proposed agreements and documents
               and such other information as may be necessary for or requested
               by the Assignee to exercise its right of consent; and

               (C)   the then current Base Case model defined and provided in
               accordance with the Amended Credit Agreement shall, in the
               opinion of the Assignee, acting reasonably, support the repayment
               of the Project Financing in accordance with it's terms and
               repayment to the Assignee of all obligations and liabilities
               under and pursuant to the Amended Credit Agreement.


                                       10


<PAGE>


     (b)   In the Assignor's reasonable judgment, the most business and tax
efficient manner for the Assignor to receive distribution of net cash available
for distribution under the Osmin Shareholders Agreement is by repayment of the
Bema Debt, which repayment will be enhanced by Project Financing in accordance
with the terms of Section 7(a). Accordingly, the Crystallex Parties covenant and
agree that upon the effectiveness of Section 10(b), any distributions then due
and thereafter accruing and received by any of them, directly or indirectly, or
to which they may be entitled, under the Osmin Shareholder's Agreement, shall be
held in trust for the benefit of the Assignee and immediately delivered to the
Assignee, which distributions shall be applied to the payment of the Bema Debt
and any amounts due under the Amended Credit Agreement.

     (c)   The Crystallex Parties and Vengroup are presently in negotiations to:
(i) merge and/or consolidate the Osmin/Tamanaco Entities into Osmin and/or Osmin
and a subsidiary or subsidiaries of Osmin (the "NEW OSMIN ENTITIES"), which New
Osmin Entities (and the Crystallex Parties so represent and warrant to the
Assignee) will own all of the then existing assets and be subject to only the
then existing liabilities of the Osmin/Tamanaco Entities, and (ii) enter into a
new, revised or amended and restated Osmin Shareholder's Agreement to replace
the existing Osmin Shareholder's Agreement (the "NEW OSMIN SHAREHOLDER'S
AGREEMENT"). Accordingly:

          (i)   Upon such merger and/or consolidation, the New Osmin Entities
shall be substituted for the Osmin/Tamanaco Entities for all purposes of this
Assignment.

          (ii)   The Crystallex Parties represent and warrant to the Assignor
that such merger and/or consolidation will not adversely affect the payment of
the Bema Debt, and of the Assigned Interests of the payment of any amounts due
or to become due under the Amended Credit Agreement.

          (iii)  Upon the effectiveness of a New Osmin Shareholder's Agreement,
such New Osmin Shareholder's Agreement shall be substituted for the Osmin
Shareholder's Agreement for all purposes of this Assignment.

          (iv)   The Crystallex Parties represent and warrant to the Assignor
that any New Osmin Shareholder's Agreement will not adversely affect the payment
of the Bema Debt, any of the Assigned Interests or the payment of any amounts
due or to become due under the Amended Credit Agreement, except as may have
heretofore been disclosed in writing by the Assignor to the Assignee.

          (v)   The Crystallex Parties covenant and agree with the Assignee that
the New Osmin Shareholder's Agreement will not be amended, revised or terminated
without the prior written consent of the Assignee.

8.   COVENANTS, AGREEMENTS, REPRESENTATIONS AND WARRANTIES OF THE ASSIGNOR.
The Assignor hereby covenants and agrees with, and represents and warrants to,
the Assignee, as follows.

                                       11


<PAGE>


     (a)   It has delivered to the Assignee true and complete copies of all
agreements, instruments and other documents constituting or related in any
manner to the Assigned Interests and this Assignment as they exist on the date
hereof, including, without limitation, any certificates representing shares of
stock pledged pursuant to the ECM Pledge Agreement, Osmin Pledge Agreement and
Tamanaco Pledge Agreement, with separate assignments thereof endorsed in blank.

     (b)   The Bema Debt consists of not less than US$13,307,028.54 and
C$2,346,684.43, as of the date of this Assignment. The Assignor shall promptly
give the Assignee notice of any change in the amount of the Bema Debt, including
any payments thereof.

     (c)   The Assignor shall promptly give the Assignee notice of any defaults
under or breaches of any of the terms and conditions of, or the obligations of
any of the parties to, the Assigned Interests and provide the Assignee with true
and complete copies of any related documents.

     (d)   The Assignor: (i) has not heretofore assigned or pledged, and shall
not hereafter assign or pledge, any of the Assigned Interests or any interest
therein or any part thereof, or (ii) shall not, or permit (subject to Section
2(c)) any of the other parties to the Assigned Interests to, amend, modify,
waive, release, reduce, discount, terminate or otherwise discharge or
compromise, directly or indirectly, any of the Assigned Interests or any part
thereof.

     (e)   If so requested by the Assignee, to enforce any of the Assigned
Interests and Assignee's rights and benefits thereunder and all remedies
available to the Assignee or the Assignor (acting on behalf of the Assignee)
against the other parties to the Assigned Interests.

     (f)   None of the rights or remedies of the Assignee under the Assigned
Interests shall be delayed or in any way prejudiced by this Assignment.

     (g)   Notwithstanding any amendments of or modifications to the Amended
Credit Agreement, this Assignment shall remain in full force and effect and the
Assigned Interests shall continue as additional security for the obligations of
the Borrower in accordance with the terms hereof.

     (h)   Each of the Crystallex Parties and each Osmin/Tamanaco Entity: (i) is
duly organized, validly existing and in good standing under the laws of the
place of its formation or existence, (ii) is qualified or registered to do
business in each other jurisdiction where such qualification or registration is
required for the conduct of its business, (iii) is in compliance with all legal
requirements applicable to doing business, and (iii) has the necessary
governmental approvals to own its assets and conduct the business now conducted
or to be conducted.

     (i)   Each of the Crystallex Parties has the full power, authority and
right to execute, deliver and perform its obligations pursuant to this
Assignment, and to keep and observe all of the terms of this Assignment on its
part to be performed.

     (j)   The execution, delivery and performance of this Assignment by each of
the Crystallex Parties: (i) is duly authorized by all necessary corporate action
and does not require the consent or approval of any other person or governmental
authority which has not been obtained and (ii) will not violate any law or
result in the imposition of any lien, charge or encumbrance upon the assets of
any Crystallex Party. This Assignment constitutes the legal, valid and binding
obligations of each of the Crystallex Parties, enforceable in accordance with
its terms.


                                       12


<PAGE>


     (k)   The execution, delivery and performance of this Assignment by any of
the Crystallex Parties will not conflict with or result in a breach of any of
the terms or provisions of, or constitute a default under, or result in the
creation or imposition of any lien, charge or encumbrance upon the respective
property or assets of any Crystallex Party, pursuant to the terms of any
indenture, mortgage, loan agreement, shareholders agreement, partnership
agreement or other agreement or instrument to which any Crystallex Party is a
party or to which any of its property or assets is subject, nor will such action
result in any violation of the provisions of any statute or any order, rule or
regulation of any court or governmental agency or body having jurisdiction over
any Crystallex Party or any Crystallex Party's property or assets, and any
consent, approval, authorization, order, registration or qualification of or
with any court or any such regulatory authority or other governmental agency or
body required for the respective execution, delivery and performance by any
Crystallex Party of this Agreement has been obtained and is in full force and
effect.

     (l)   All information submitted by the Assignor to the Assignee in
connection with this Assignment or in any other certificate or writing to the
Assignee, is accurate, complete and correct in all material respects. No
statement of fact made by or on behalf of any Crystallex Party in or pursuant to
this Agreement contains or shall contain any untrue statement of a material fact
or omits to state any material fact necessary to make such statements not
misleading. To the knowledge of the Assignor, there is no fact that has not been
disclosed to the Assignee that adversely affects or might adversely affect the
business, property, assets, operations or condition (financial or otherwise) of
any Crystallex Party or any Osmin/Tamanaco Entity.

     (m)   There is no default, breach or violation existing under any of the
Assigned Interests and no event has occurred that, with the passage of time or
the giving of notice, or both, would respectively constitute a default, breach
or violation thereunder.

     (n)   (i) ECM has recorded on its official books and records in accordance
with applicable law, the ECM Pledge Agreement and the pledge of ECM shares
thereunder, the assignment of the ECM Pledge Agreement to the Assignor pursuant
to the Bema Assignment and the assignment of the ECM Pledge Agreement to the
Assignee pursuant to this Assignment; (ii) Osmin has recorded on its official
books and records in accordance with applicable law, the Osmin Pledge Agreement
and the pledge of Osmin shares thereunder, the assignment of the Osmin Pledge
Agreement to the Assignor pursuant to the Bema Assignment and the assignment of
the Osmin Pledge Agreement to the Assignee pursuant to the Assignment; and (iii)
Tamanaco has caused to be recorded on its official books and records in
accordance with applicable law, the Tamanaco Pledge Agreement and the pledge of
Tamanaco shares thereunder, the assignment of the Tamanaco Pledge Agreement to
the Assignor pursuant to the Bema Assignment and the assignment of the Tamanaco
Pledge Agreement to the Assignee pursuant to this
Assignment.

     (o)   The shares of ECM stock, Osmin stock and Tamanaco stock pledged
pursuant to the ECM Pledge Agreement, Osmin Pledge Agreement and Tamanco Pledge
Agreement, respectively, together with the shares of common stock of Osmin and
Tamanaco owned by Vengroup and Cima Gold Corporation S. A., respectively,
constitute all of the issued and outstanding shares of capital stock of ECM,
Osmin and Tamanaco on the date hereof.

     (p)   The representations and warranties of the Assignor pursuant to
subsections (c), (d)(ii) and (e) through (o), inclusive, of this Section 8,
shall be true and accurate as if repeated on any date prior to the termination
of this Assignment.


                                       13


<PAGE>


9.   GRANT OF RIGHTS TO ASSIGNEE. The Crystallex Parties hereby grant to the
Assignee the following rights:

     (a)   The Assignee shall be deemed to be the creditor of each Crystallex
Party in respect of any assignments for the benefit of creditors and any
bankruptcy, arrangement, reorganization, insolvency, dissolution, receivership
or other debtor-relief proceedings affecting such Crystallex Party (without
obligation on the part of the Assignee however, to file timely claims in such
proceedings or otherwise pursue creditor's rights therein).

     (b)   The Assignee shall have the right to assign, in whole or in part, its
and the Assignor's right, title and interest in and to this Assignment and the
Assigned Interests to any subsequent or additional Lender under or any
participating interest in the Amended Credit Agreement. Any subsequent assignee
shall have all the rights and powers herein provided to the Assignee.

     (c)   The Assignee shall have the right (but not the obligation), upon any
default under the Secured Obligations or the failure of any Crystallex Party to
Perform any of its agreements hereunder, to take any action, as the Assignee may
deem necessary or appropriate to protect its security, including but not limited
to appearing in any action or proceeding and performing any obligations of the
Crystallex Party under any Assigned Interest and the Assignor agrees to pay, on
demand, all costs and expenses (including without limitation reasonable
attorneys' fees) incurred by the Assignee in connection therewith, together with
interest at the rate set forth in the Amended Credit Agreement.

     (d)   Upon any default under any of the Secured Obligations, or by any
Crystallex Party under the Assignment, and without notice to or consent of any
Crystallex Party, the Assignee shall have the following rights (none of which
shall be construed to be obligations of the Assignee):

           (i)  The Assignee shall have the right under this Assignment to
take possession of, use, possess, manage and sell, without charge, any
securities or other property to which any of the Assigned Interests apply
(collectively, the "PROPERTY"), and to take possession of and use all books of
account and financial records of any of the Crystallex Parties and their
officers, employees or representatives relating to a Property. However, this
Assignment shall not make the Assignee responsible for the control, care or
management of such securities or other property or for the carrying out of any
of the terms or provisions of any Assigned Interest.

          (ii)  The Assignee shall have the right to apply the profits and
proceeds and any sums recovered by the Assignee pursuant to this Assignment and
any sale of the Property to the Secured Obligations, as well as to any costs and
expenses incurred charges for taxes, insurance, improvements, maintenance and
other items relating to the operation of the Property.

         (iii)  The Assignee shall have the right to execute agreements and
documents representing any of the Assigned Interests, including agreements and
documents that extend beyond the term of the Amended Credit Agreement.

          (iv)  The Assignee shall have the right to cancel or alter any
existing Assigned Interests; and

          (vi)  The Assignee shall have the authority, as the attorney-in-fact
of each Crystallex Party, such authority being coupled with an interest and
irrevocable, to sign the name of each Crystallex Party and to bind each
Crystallex Party on all papers and documents relating to the Assigned Interests.


                                       14


<PAGE>


     (e)   All of the foregoing rights and remedies of the Assignee are
cumulative, and the Assignee shall also have all other rights and remedies
provided under the Amended Credit Agreement or any other agreement between any
of the Crystallex Parties and the Assignee, or otherwise available at law or in
equity or by statute.

     (f)   In the exercise of the powers herein granted the Assignee, no
liability shall be asserted or enforced against the Assignee, all such liability
being hereby expressly waived and released by the Crystallex Parties. The
Assignee shall not be obligated to perform or discharge any obligation, duty, or
liability under the Assigned Interests, or under or by reason of this
Assignment, and the Assignor shall and does hereby agree to indemnify the
Assignee for and to hold it harmless of and from any and all liability, loss, or
damage which it may or might incur under said Assigned Interests or under or by
reason of this Assignment and of and from any and all claims and demands
whatsoever which may be asserted against it by reason of any alleged obligations
or undertakings on its part to perform or discharge any of the terms, covenants,
or agreements contained in the Assigned Interests or this Assignment. Should the
Assignee incur any such liability, loss or damage under the Assigned Interests
or under or by reason of this Assignment, or in the defense of any such claims
or demands, the amount thereof, including costs, expenses and reasonable
attorneys' fees, shall be secured hereby, and the Assignor shall reimburse the
Assignee therefor immediately upon demand. Such attorneys' fees and costs shall
include, but not be limited to, fees and costs incurred in any phase of
litigation, including, but not limited to, all trials, proceedings, and appeals,
and all appearances in and connected with any bankruptcy proceedings or
creditors reorganization proceedings.

10.   ASSIGNMENT EFFECTIVE.

     (a)   Although it is the intention of the Crystallex Parties that this
instrument shall be a present assignment, it is expressly understood and agreed,
anything herein contained to the contrary notwithstanding, that the Assignee
shall not exercise any of the rights or powers herein conferred upon it until a
default shall occur and be continuing under the terms and provisions of the
Amended Credit Agreement of this Assignment, after the expiration of any
applicable grace period. Specifically, as long as the Assignor is not in such
default, and the amount of the Bema Debt exceeds the aggregate amount of
payments remaining outstanding and not yet due for payment under the Amended
Credit Agreement, the Assignor, El Callao and/or ECM, as applicable, shall be
entitled to receive distributions of funds under the Osmin Shareholder's
Agreement and to apply funds so received for their ordinary business purposes in
their sole and absolute discretion but in accordance with the current Base Case.

     (b)   Upon the occurrence of any such default which continues after the
expiration of any applicable grace period, the Assignee shall be entitled, upon
notice to the Crystallex Parties, to all payments under the Bema Loan Agreement,
including the Bema Debt, and all distributions under the Osmin Shareholder's
Agreement, then due and thereafter accruing, and to exercise all rights as
assignee of the Bema Assigned Agreements, the Bema Benefits and the Bema
Assignment, and this Assignment shall constitute (a) a direction to and full
authority to El Callao, which El Callao hereby acknowledges, to pay the Bema
Debt and all amounts under the Bema Loan Agreement to the Assignee, (b) a demand
to ECM to make all payments then due pursuant to the ECM Guarantee, (c) a notice
to El Callao that the Assignee is exercising its rights of enforcement and
remedies under the ECM Pledge Agreement and (d) a notice to ECM that the
Assignee is exercising its rights enforcement and remedies under the Osmin
Pledge Agreement and the Tamanaco Pledge Agreement, without proof of the default
relied upon. The Crystallex Parties hereby irrevocably agree to rely upon and
comply with an notice or demand by the Assignee without verification of any
signatures for the payment to the Assignee of all payments under the Bema Loan
Agreement, including the Bema Debt, then due and thereafter accruing, and the
exercise of any of the Assignee's rights under the Bema Assigned Agreements, the
Bema Benefits and the Bema Assignment, and shall have no right or duty to
inquire as to whether any default under the Amended Credit Agreement or this
Assignment has actually occurred or is then existing.


                                       15


<PAGE>


11.   CONSENT BY EL CALLAO AND ECM. El Callao and ECM each hereby consent and
agree to this Assignment and all of the terms and provisions hereof.

12.   GENERAL PROVISIONS.

     (a)   This Assignment is intended to be supplementary to and not in
substitution for or in derogation of any other security contained in or granted
pursuant to the Amended Credit Agreement or in any other document.

     (b)   This Assignment shall include any extensions and renewals of the
Assigned Interests and any reference herein to the Assigned Interests shall be
construed as including any such extensions and renewals.

     (c)   This Assignment shall be binding upon and inure to the benefit of
the Crystallex Parties and their respective permitted successors and assigns.
The words "ASSIGNOR" and "ASSIGNEE", wherever used herein, shall include the
persons named herein and designated as such and their respective permitted
successors and assigns, and all words and phrases shall be taken to include the
singular or plural and masculine, feminine or neuter gender, as may fit the
case. This Assignment and the rights and obligations of the Crystallex Parties
hereunder may not be assigned by the Crystallex Parties without the prior
written consent of the Assignee, which consent may be denied or delayed in the
sole discretion of the Assignee. This Assignment and the rights and obligations
of the Lender, the Assignee and the Administrative Agent may be assigned
pursuant to Section 9(b).

     (d)   Any notice, demand or other communication provided for or permitted
in this Assignment shall be in writing and as to any or all of the Crystallex
Parties shall be sufficient if given and delivered to the Assignor as provided
for the giving of notices to Crystallex in the Amended Credit Agreement.

     (e)   THE CRYSTALLEX PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE THE RIGHTS THEY MAY HAVE TO A TRIAL BY JURY WITH RESPECT OF
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
ASSIGNMENT AND ANY DOCUMENT CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH,
OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR
WRITTEN) OR ACTIONS OF ANY PARTY.

     (f)   This Assignment had been made and executed in and shall be governed
by, construed under and interpreted and enforced in accordance with the laws of
the State of New York, U.S., without regard to conflicts of laws principles. The
state courts of New York County, New York, and the U.S. District Court for the
Southern District of New York, shall have and be the exclusive courts of
jurisdiction and venue for any litigation or other proceedings that may be based
on, arising out of, under or in conjunction with this Assignment, unless
otherwise required by applicable law.


                                       16


<PAGE>


     (g)   This Assignment shall not be amended, modified or supplemented except
by a written instrument signed by an authorized representative of each of the
parties hereto. No party shall be deemed to have waived any right under this
Assignment except by an express written instrument signed by an authorized
representative of such waiving party.

     (h)   Any provision of this Assignment that is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or such enforceability and shall not invalidate the
enforceable portions of such provision or the remaining provisions of this
Assignment or affect the Validity or enforceability of any such provision in any
other jurisdiction.

                          (Signatures begin on page 18)



                                       17


<PAGE>


IN WITNESS WHEREOF, the Crystallex Parties have caused this Assignment to be
executed and delivered as of the date first above written.

Witness:                                     CRYSTALLEX INTERNATIONAL
                                             CORPORATION
---------------------------------------

Print Name: ---------------------------

Address: ------------------------------      By: /s/ Marc J. Oppenheimer,
                                                     Pres. & CEO
---------------------------------------          -------------------------------
                                                 Marc J. Oppenheimer,
                                                 President and CEO

---------------------------------------

Print Name: ---------------------------

Address: ------------------------------

---------------------------------------


Witness:                                     EL CALLAO MINING CORP.


---------------------------------------

Print Name: ---------------------------

Address: ------------------------------      By: /s/ Marc J. Oppenheimer, Pres.
                                                 -------------------------------
---------------------------------------          Marc J. Oppenheimer,
                                                 President


---------------------------------------

Print Name: ---------------------------

Address: ------------------------------

---------------------------------------


Witness:                                     ECM (VENCO) LTD.


---------------------------------------

Print Name: ---------------------------

Address: ------------------------------      By: /s/ Marc J. Oppenheimer, Pres.
                                                 -------------------------------
---------------------------------------          Marc J. Oppenheimer,
                                                 President


---------------------------------------

Print Name: ---------------------------

Address: ------------------------------

---------------------------------------



                                     18


<PAGE>


                   Acknowledgement and Agreement by Assignee

The Assignee has signed below solely: (a) for the purposes of accepting the
terms and provisions and acknowledging receipt of a fully executed copy of the
above Assignment, (b) to agree that, with respect to the provisions of Section
7 thereof, it (i) will not unreasonably withhold any requested consent, (ii)
will use its reasonable best efforts to respond to any request for its consent
on a timely basis and (iii) may deny its consent in its absolute and sole
discretion if any of the representations and warranties of any of the
Crystallex Parties in Sections 7(a)(i), (ii) and (v), and (c)(ii) and (iv)
thereof, or any other provision of the above Assignment, are not true and
accurate when such consent is requested and until such consent is given (if it
is given); and (c) to agree, with respect to the provisions of Sections 4, 9
and 10(b) thereof, it will not exercise any of the rights or powers therein
conferred upon it until a default shall occur and be continuing under the terms
and provisions of the Amended Credit Agreement on this Assignment, after the
expiration of any applicable grace period.


Dated as of the date of the Assignment       STANDARD BANK LONDON LIMITED
                                             as Collateral Agent

                                             By: /s/ D. M. Newport
                                                --------------------------------
                                             Name: D. M. Newport
                                                   -----------------------------
                                             Title:  Head of Mining Finance
                                                     ---------------------------

By:    /s/ David Rhodes
       -----------------------
Title: Senior Manager
       --------------------