EXHIBIT 12.10

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

                               TESTWORK AGREEMENT

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



                                     BETWEEN

                       BIOMIN TECHNOLOGIES S A ("BIOMIN")

                                       AND

                         CRYSTALLEX INTERNATIONAL CORP.

                                 ("CRYSTALLEX")

<PAGE>


DATED____________________________ OF  ___________________________        , 2004



                                TABLE OF CONTENTS

                                                                           PAGE
                                                                           ----

1. DEFINITIONS & INTERPRETATIONS
     1.1  DEFINITION                                                          3
     1.2  INTERPRETATIONS                                                     4

2. MATERIALS                                                                  5

3. TESTWORK & RESULTS                                                         5

4. FUTURE LICENSING                                                           6

5. FEE FOR TESTWORK & PROCESS DESIGN PACKAGE                                  7

6. CONFIDENTIALITY                                                            8

7. EVENT OF FORCE MAJEURE                                                     8

8. NOTICES                                                                    8

9. PROPER JURISDICTION                                                        8

10. GENERAL PROVISIONS                                                        9

SCHEDULES ATTACHED

        1. TESTWORK PROCEDURES

        2. LICENCE FEE STRUCTURE

        3. PROCESS DESIGN PACKAGE

        4. CONFIDENTIALITY DEED

        5. SCHEDULE OF RATES

        6. CRYSTALLEX CONFIDENTIALITY

ANNEXURE 1: TYPICAL LICENCE AGREEMENT


<PAGE>

                               TESTWORK AGREEMENT

BETWEEN:    BIOMIN TECHNOLOGIES S.A., a company incorporated in Switzerland and
            having its registered office at C/o Progressia Societe de Gestion
            SA, Rue St. Pierre 18, Fribourg 1700, Switzerland, (hereinafter
            known as "BIOMIN")



AND:        CRYSTALLEX INTERNATIONAL CORP., a company incorporated in Canada and
            having its registered office at 18 King Street, Suite1210, Toronto,
            Ontario Canada, M5C 1C4 (hereinafter known as Crystallex)

BACKGROUND:

A.      BIOMIN is the owner of a process known as the BIOX(R) Process.

B.      Crystallex controls the La Victoria Mine in Bolivar State in Venezuela
        and is considering using the BIOX(R) Process, subject to assessing the
        results of pilot testwork.

C.      BIOMIN agrees to undertake certain testwork on samples of ore or
        concentrate obtained from the La Victoria Mine, using the facilities
        operated by Lakefield Research Africa in South Africa to establish
        process design data for a full-scale BIOX(R) plant.

D.      The parties have entered into this Agreement to regulate their rights
        and obligations in regard to the said testwork and future use of the
        BIOX(R) Process, for the treatment of sulphide ore from the La Victoria
        Mine.

THE PARTIES AGREE AS FOLLOWS:

1.      DEFINITIONS & INTERPRETATION

        1.1      DEFINITIONS

                 In this Agreement, unless the context otherwise requires:

                 "AGREEMENT" means this Agreement (including the schedules to
                 it), as it may later be amended or supplemented by the parties
                 in writing;

<PAGE>

                 "PROCESS DESIGN PACKAGE" means a set of documents, prepared by
                 BIOMIN or its nominee, consisting of a process description,
                 list of design criteria, process equipment list, process design
                 specifications, heat balance, process control philosophy,
                 process flow diagrams, mass balances and provisional piping,
                 valve and instrument diagrams in respect of a plant operating
                 the BIOX(R) Process provided in accordance with Schedule 2;

                 "BUSINESS DAY" means a day on which the banks are open for
                 commercial business in the place specified in the provisions in
                 which the expression occurs or (if none) in the place or places
                 where performance of the provision is to take place;

                 "BIOX PLANT" means all components and equipment of the
                 processing plant to be constructed in accordance with the
                 Process Design Package.

                 "BIOX(R) PROCESS" means a process owned by BIOMIN whereby
                 micro-organisms are used in the oxidation of certain gold
                 bearing sulphidic minerals in order to facilitate gold recovery
                 and the know-how pertaining to such a process;

                 "CONCENTRATE" means the product produced after run of mine ore
                 or gold and sulphide bearing rocks from the La Victoria Mine
                 that has been processed through a froth flotation process;

                 "EVENT OF FORCE MAJEURE" means the occurrence of an event or
                 circumstance beyond the reasonable control of the party
                 affected by it; without limiting the above it includes:

                 (a)         a war (declared or undeclared), insurrection, civil
                             commotion, military action or an act of sabotage or
                             vandalism;

                 (b)         a strike, lockout or industrial action, dispute or
                             disturbance of any kind;

                 (c)         an act of a government or a government authority or
                             omission of a government or government authority;

                 (d)         an act of God; or

                 (e)         a storm, tempest, fire, flood, earthquake or other
                             natural calamity;

                 "LAKEFIELD LABORATORIES" means Lakefield Research Africa's
                 laboratories in Johannesburg, South Africa;

                 "UNITED STATES DOLLARS" OR "US$" means the lawful currency of
                 the United States of America.

<PAGE>

        1.2      INTERPRETATION

                 In the interpretation of this Agreement, unless the context
                 otherwise requires:

                 (a)         singular includes plural and vice versa;

                 (b)         references to a person include a corporation,
                             association, partnership, government authority or
                             other legal entity;

                 (c)         references to writing include any means of
                             representing or reproducing words, figures,
                             drawings or symbols, in a visible tangible form;

                 (d)         references to months means calendar months;

                 (e)         references to clauses and schedules refer to
                             clauses and schedules of this Agreement;

                 (f)         headings are used for convenience only and are to
                             be disregarded;

                 (g)         where any word or phrase is given a defined
                             meaning, any other grammatical form of that word or
                             phrase has a corresponding meaning; and

                 (h)         if any term of this Agreement is legally
                             unenforceable or made inapplicable, it shall be
                             severed or read down, so as to maintain (as far as
                             possible) all other terms of this Agreement (unless
                             to do so will change the underlying principal
                             commercial purposes of this Agreement).

2.      MATERIALS

        2.1      Crystallex is to supply sufficient refractory sulphide ore or
                 concentrate to the premises of Lakefield Laboratories for
                 completion of the pilot plant testwork.

        2.2      Crystallex will pay for all costs of freight, duties or taxes
                 imposed by any government in Venezuela or South Africa and all
                 other costs involved in transporting the ore to Lakefield
                 Laboratories.

        2.3      Until receipt at Lakefield Laboratories, the La Victoria ore
                 will at all times be at the risk of CRYSTALLEX. BIOMIN
                 undertakes to take reasonable precautions to ensure the safety
                 of the ore once received at Lakefield Laboratories but does not
                 accept any liability for loss of materials, unless through
                 misconduct or negligence.

<PAGE>

        2.4      Upon delivery at Lakefield Laboratories, the material supplied
                 shall become the property of BIOMIN.

        3.       TESTWORK & RESULTS

        3.1      BIOMIN will commence the testwork on the ore received within
                 one (1) weeks of delivery to Lakefield Laboratories.

        3.2      BIOMIN agrees to carry out the testwork in accordance with the
                 specifications set out in Proposal 2000/00 in Schedule 1. The
                 results of the testwork will be provided in writing to
                 CRYSTALLEX in accordance with Proposal 2000/00.

        3.3      Progress reports shall be prepared at the end of each calendar
                 month and forwarded in writing to CRYSTALLEX. The first report
                 will be available at the end of the first complete calendar
                 month following the commencement of the testwork.

        3.4      A final report shall be prepared in writing and forwarded to
                 CRYSTALLEX within twenty (20) Business Days of the completion
                 of the testwork according to the program included in Proposal
                 2000/00. This report will summarise the results obtained
                 throughout the testwork program and shall be for the sole and
                 exclusive use of CRYSTALLEX.

        3.5      CRYSTALLEX may, prior to the expiry of a three months, 3-month
                 term after receipt of the final report, request further tests.
                 BIOMIN shall receive a fee, to be agreed between the parties at
                 that time, for any such further testwork unless otherwise
                 agreed by the parties.

        3.6      BIOMIN will provide the necessary back-up power supply to avoid
                 a system upset that would be detrimental to the test plant and
                 the test results. This shall be addressed to the satisfaction
                 of Crystallex, acting reasonably, in Schedule 1, Testwork
                 Procedures.

4.      FUTURE LICENSING

        4.1      CRYSTALLEX undertakes that, if it decides to employ a tank
                 bacterial process for materials obtained from the La Victoria
                 Mine, it will:

                 4.1.1      use only the BIOX(R) Process;

                 4.1.2      seek a Licence Agreement with BIOMIN, the main terms
                            of which are set out under Clause 4.2 of this
                            Agreement;

                 4.1.3      within one (1) year of completion of the testwork,
                            CRYSTALLEX shall advise BIOMIN in writing of its
                            decision whether it intends to confirm a Licence
                            Agreement with BIOMIN for the use of the BIOX(R)
                            Process

<PAGE>

4.2      The Licence Agreement referred to in clause 4.1 will include the
         following provisions: (Pro-forma copy attached in Annexure 1)

                 4.2.1      In return for the right to use the BIOX(R) process
                            for the LA VICTORIA project and for the know-how
                            associated with the technology, CRYSTALLEX will pay
                            to BIOMIN a lump sum license fee plus an ongoing
                            royalty as is set out in the Licence fee and royalty
                            payment structure in Schedule 2

                 4.2.2      Within two (2) weeks of the date of the signing of
                            the Licence Agreement BIOMIN shall provide to
                            CRYSTALLEX a Process Design Package in accordance
                            with Schedule 3. This will be subject to CRYSTALLEX
                            providing the following key project parameters:

                            (i)      Proposed feed rate to the BIOX(R) plant;

                            (ii)     Gold, silver, sulphur and arsenic grade of
                                     the proposed feed material to the BIOX(R)
                                     plant.

                            (iii)    Meteorological information, like the
                                     average atmospheric pressure, maximum wet
                                     bulb and dry bulb temperatures of the XYZ
                                     gold plant.

                 4.2.3      BIOMIN or its nominee will provide consultancy to
                            CRYSTALLEX at mutually agreed times upon written
                            request from CRYSTALLEX and at CRYSTALLEX'S cost,
                            for assistance in using the Process Design Package.
                            Assistance shall be within four (4) working days on
                            receipt of the request by fax or E-Mail subject to
                            the availability of flights.

                 4.2.4      Any consultancy provided to CRYSTALLEX by BIOMIN
                            shall be at ruling man-day rates plus all reasonable
                            accommodation, meals, travel costs and expenses
                            incurred. The aforesaid costs shall be charged at
                            the rates set in Schedule 5.

                 4.2.5      Mutually acceptable performance guarantees in
                            respect of the BIOX(R) plant capacity and efficiency
                            will be developed. The performance will be tested by
                            way of a performance guarantee run of fourteen (14)
                            continuous days once the plant is in stable
                            operation

                 4.2.6      Up to a limit of 100% of the total technology fee
                            and five years royalties to a maximum of 300 000
                            ounces payable to BIOMIN will be applied (if
                            required) by BIOMIN in man hours in order to rectify
                            design deficiencies should the plant not meet
                            performance guarantees.

<PAGE>

                 4.2.7      All new inventions, improvements and developments
                            with respect to the BIOX(R) process will be promptly
                            disclosed to each other by BIOMIN and CRYSTALLEX.
                            CRYSTALLEX will be able to use such inventions,
                            improvements and developments at the BIOX(R) plant
                            and at any of its Operations and future projects
                            without the payment of additional fees to BIOMIN or
                            being compensated by BIOMIN for it.

                 4.2.8      To the best of Biomin's knowledge and belief, the
                            use of the BIOX(R) Process by Crystallex will not
                            infringe any patent, trade mark or other proprietary
                            right of any other person. Biomin warrants that it
                            holds the patent relating to the BIOX(R) Process and
                            is the registered owner of the BIOX(R) trademark.

                            If the use of the BIOX(R) Process by Crystallex
                            results in any claim against Crystallex for any
                            infringement of any patent, trade mark, design or
                            any other proprietary right which is registered or
                            protected in any jurisdiction, Crystallex and Biomin
                            shall confer and co-operate with respect to the
                            disposition of such claim. If any such claim results
                            in any legal action against Crystallex:

                            (i)  CRYSTALLEX shall deal with such claim in
                                 accordance with Biomin's instructions, subject
                                 to being placed in funds by Biomin to meet all
                                 costs associated with complying with those
                                 instructions, due regard being had to
                                 Crystallex's best interests; and

                            (ii) Biomin shall, at CRYSTALLEX's request, render
                                 every reasonable assistance to CRYSTALLEX in
                                 the defence of such legal action, including
                                 without limitation by furnishing to CRYSTALLEX
                                 any evidence and information in Biomin's
                                 possession or control which may reasonably be
                                 used to defeat such claim; and

                            (iv) If, as a result of such legal action,
                                 CRYSTALLEX is prevented from using the BIOX(R)
                                 Process absolutely or unless a licence fee is
                                 paid by it to the plaintiff or claimant in such
                                 action, then CRYSTALLEX shall be entitled to
                                 terminate the Licence Agreement.

                 4.2.9      (i)  CRYSTALLEX shall not allow any person,
                                 other than its employees, consultants and
                                 contractors, written consent by Biomin, to
                                 visit the BIOX(R) plant without written
                                 consent of Biomin.

<PAGE>

                            (ii) CRYSTALLEX will allow Biomin, its
                                 representatives and potential clients to
                                 visit the plant on reasonable notice, at its
                                 own cost and during ordinary business hours.

5.      FEE FOR TESTWORK AND PROCESS DESIGN PACKAGE

        5.1      CRYSTALLEX shall pay to BIOMIN the fees as specified in
                 Schedules 1 and 2.

        5.2      The fees referred to in clauses 3 and 4.2 will be invoiced to
                 CRYSTALLEX at the following times:

                 5.2.1       monthly for testwork specified in Schedule 1, with
                             the installments relating to progress of work as
                             indicated by the report referred to in clause 3.3;

                 5.2.2       upon receipt of the Process Design Package referred
                             to in Clause 4.2.2.

                 5.2.3       Payment of these invoices by CRYSTALLEX shall be
                             made within twenty-eight (28) days of the date of
                             receipt of the invoice.

6.      CONFIDENTIALITY

        Simultaneously with the execution of this Agreement, CRYSTALLEX and
        BIOMIN will execute a confidentiality deed a copy of which is attached
        in Schedule 4 and Confidentiality of Crystallex attached in Schedule 6.

7.      EVENT OF FORCE MAJEURE

        7.1      If any party is prevented, hindered or delayed from performing
                 any of its obligations under this Agreement (other than an
                 obligation to pay money) by an Event of Force Majeure, that
                 party shall be excused from performance of such obligation to
                 the extent it is so prevented, hindered or delayed, and the
                 time for performance of such obligation shall be extended
                 accordingly.

        7.2      A party affected by an Event of Force Majeure shall immediately
                 notify the other parties of its occurrence and its effect or
                 likely effect, and (subject to clause 7.3) use all reasonable
                 endeavours to minimise the effect of the Event of Force Majeure
                 and to bring it to an end.
<PAGE>

        7.3      No party shall be obliged to settle any strike or other
                 industrial action, dispute or disturbance of any kind, except
                 on terms wholly satisfactory to it.

8.      NOTICES

        8.1      Any notice or other communication in connection with this
                 Agreement is taken to have been duly given when made in writing
                 and delivered or sent by courier or facsimile to the party to
                 which such notice or communication is intended to be given, and
                 shall be addressed to the address of the applicable party as
                 set out in the heading of this Agreement, or to such other
                 address or facsimile number as from time to time be notified in
                 writing by one party to the other for the purpose of this
                 clause.

        8.2      Any notice or other communication sent by facsimile
                 transmission or courier is taken to have been received upon
                 completion of an apparently successful transmission to the
                 recipient or official acceptance of receipt from courier
                 company. However, if a facsimile is transmitted on a Business
                 Day after 5.00 pm (at the place of receipt) or on a day which
                 is not a Business Day, it shall be deemed to have been received
                 on the next Business Day.

9.      PROPER JURISDICTION

        9.1      This Agreement is governed by and shall be construed in
                 accordance with the laws of the Province of Ontario, Canada and
                 with the non-exclusive jurisdiction of the Ontario courts.

10.     GENERAL PROVISIONS

        10.1     This Agreement may be signed in any number of counterparts with
                 the same effect as if the signature to each counterpart were on
                 the same instrument.

        10.2     This Agreement (and any confidentiality deed entered into under
                 Clause 6) constitutes the entire Agreement between the parties
                 relating in any way to its subject matter.

        10.3     Save as herein provided neither party shall assign its rights
                 or obligations pursuant to this agreement without obtaining the
                 prior written consent of the other party, which consent shall
                 not unreasonably be withheld.

SIGNED AT ______________________ ON ____________________________ 2004

<PAGE>



FOR              BIOMIN TECHNOLOGIES SA

SIGNATORY:

CAPACITY:

AUTHORITY:

WITNESS

SIGNED AT _____________________ ON __________________________________ 2004


FOR:      CRYSTALLEX

SIGNATORY:

CAPACITY:

AUTHORITY:

WITNESS


                            [Schedules 3-6 omitted]

<PAGE>

                                   SCHEDULE 1
                                   ----------

                               TESTWORK PROCEDURES

                         Gold Fields Project Proposals:

                         PROP 2003/22-Rev02 - Flotation
                     PROP 2003/23-Rev01 - BIOX(R) BAT Tests
            PROP 2003/24-Rev01 - Continuous BIOX(R) Pilot Plant Test


<PAGE>


SUMMARY TABLE OF COSTS ASSOCIATED WITH TESTWORK
-----------------------------------------------


  PROPOSAL NUMBER         DESCRIPTION                 COST (US$)         NOTES
  ---------------         -----------                 ----------         -----
GFL 2003/22-Rev02    Flotation Work                    37,223.00
GFL 2003/23-Rev01    Batch BIOX(R) Tests                4,828.00           1
GFL 2003/24-Rev01    Continuous BIOX(R) testwork      256,980.00           2
Total                                                 299,031.00

NOTES:   1   This cost will apply when the Batch BIOX(R) tests are performed at
------       the same time and on the same sample as the Continuous BIOX(R)
             pilot plant.
         2   This cost already include a contingency of US$23,360.00

                                        [GRAPHIC OMITTED]
                                        TECHNICAL DIVISION - BIOX(R) DEPARTMENT

                                PROJECT PROPOSAL
                                ----------------

                                          PROPOSAL NUMBER:  GFL 2003/22 - Rev02
                                          ---------------


PROJECT CODE:            Crystal
                         --------

DATE:                    2 February 2004        VALID UNTIL:       2 April 2004
                         ---------------                           ------------

FOR:                     Crystallex International Corporation
                         ------------------------------------

ATT:                     Dr Kenneth G Thomas- Chief Operating Officer
                         -------------------
                         kenthomas@bellnet.ca
                         --------------------

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

             PILOT PLANT FLOTATION TESTWORK ON A GOLD BEARING SAMPLE
                            FROM THE LA VICTORIA PIT

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

1.       INTRODUCTION
         ------------

         This proposal outlines the scope of work and cost involved for the
         flotation of a bulk refractory gold concentrate sample from an ore
         sample from the La Victoria Pit in Venezuela. Approximately 1.0 ton of
         flotation concentrate is required for down-stream BIOX(R) pilot plant
         testwork. In addition to thiS approximately 60kg of concentrate will be
         required for inoculation build-up. The 60 kg lead sample will be
         produced before the bulk flotation. This will reduce the overall
         schedule of the testwork.
<PAGE>

2.       SAMPLE RECEPTION AND PREPARATION
         --------------------------------

         The samples as received will be air-dried, crushed to less than 6mm,
         blended and prepared for milling and flotation testing. A sub-sample of
         approximately 25kg will be removed for bench-scale laboratory flotation
         testing.

         Two to 3 tons of the material will be required to commission the pilot
         milling circuit to obtain the specified grind. Based on the current
         available information approximately 15 to 20 tons of ore will be
         required to produce a 1 ton final concentrate sample.

3.       FLOTATION TESTWORK
         ------------------

         The objective of the testwork will be to produce a rougher concentrate
         of approximately 1 ton in mass for downstream testwork. The testwork
         will be completed in 3 phases:

3.1      Laboratory Milling Curve
         ------------------------

         A milling curve will be conducted on the sample. This will allow us to
         predict the time required to obtain a specific grind for the laboratory
         float tests. The client will provide the target grind.

3.2      Bench-Scale Flotation Testwork
         ------------------------------

         Laboratory batch flotation tests will be carried out at the specified
         grind. These tests will be conducted to confirm the reagent suite
         provided. Provision will be made for a total of five scoping tests in
         the case of the target grades and recoveries not being met at the
         specified grind and reagent suite.

         The flotation products will be analysed for Au and S2.

3.3      Pilot Plant Flotation Testwork
         ------------------------------

         Once the flotation response has been confirmed in the laboratory, a
         piloting campaign will be conducted on the sample to produce
         approximately 1.1 ton of concentrate. All the streams will be sampled
         during the campaign to produce a flotation mass balance.

         Each sample will be prepared for analysis and analysed for Au and S2.
<PAGE>

4.       COSTS
         -----

  Item                          Description                         Total (US$)
--------------------------------------------------------------------------------
1               Sample Preparation                                     7,246
--------------------------------------------------------------------------------
2               Flotation:                                            22,730
                                Scoping Tests
                                Commissioning
                                Pilot campaign + sampling
                                Product preparation
                                Analyses
--------------------------------------------------------------------------------
3               Sample Disposal                                        2,899
--------------------------------------------------------------------------------
4               Management, Data interpretation & Reporting-LRA        4,348
                TOTAL                                                 37,223
================================================================================

      All costs as indicated per activity. All costs are exclusive of VAT.

5.       DURATION
         --------

         The final results from this full investigation will be approximately
         4-5 weeks. In addition the test program will only commence once a
         receipt of the order number has been made available.

6.       SAMPLE REQUIREMENTS
         -------------------

         Fifteen to 20 tons of ore will be required to complete the scope of
         work described in Section 3 and produce approximately 1 ton of
         concentrate for BIOX(R) pilot plant testwork.
<PAGE>


         ADDRESS FOR DELIVERY OF SAMPLES
         -------------------------------

         All samples must be sent to the following address:

         SGS SGS Lakefield Research Africa (Pty) Limited
         Attention: Mr Nick Holder
         58 Melvill Street
         Booysens
         Johannesburg, 2091
         South Africa

         Tel: +27 11 680 3466
         Fax: +27 11 433 3654

7.      REPORTING
        ---------

         All preliminary results will be tabulated and conveyed via a fax /
         e-mail as they become available with the final results being detailed
         in a confidential document on completion of the test programme.

8.       CONDITIONS OF ACCEPTANCE
         ------------------------

         This proposal is valid for a period of 60 days from this date. In the
         event that additional information or revisions are required please
         contact the undersigned.

         This work will commence upon written approval to proceed: The
         authorisation to proceed should include the name and address of the
         responsible person for invoicing, as well as the order number.

         All correspondence related to the proposed testwork should be addressed
         to:

         GFL Mining Services Ltd
         Attention: Jan van Niekerk
         24 St Andrews Road
         Parktown, 2193
         South Africa

         Tel: +27 11 644 2582
         Fax: +27 11 484 0631
         E-mail: janv@goldfields.co.za


J A van Niekerk                            P C van Aswegen
MANAGER: BIOX(R)                           SENIOR MANAGER: BIOX(R)


<PAGE>


       PROPOSAL NUMBER:  PROP 2003/22 - Rev02
       ---------------

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

             PILOT PLANT FLOTATION TESTWORK ON A GOLD BEARING SAMPLE
                            FROM THE LA VICTORIA PIT

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


       ACCEPTED:
       ---------

       Name: .............................................


       Signed:............................................


       Order No.  ........................................


       For (Customer):  ..................................


       Date:  ............................................


       Invoice details:  .................................


<PAGE>

                                        [GRAPHIC OMITTED]
                                        TECHNICAL DIVISION - BIOX(R) DEPARTMENT

                                PROJECT PROPOSAL
                                ----------------

                                         PROPOSAL NUMBER:  GFL 2003/23 - Rev01
                                         ---------------


PROJECT CODE:            Crystal
                         -------

DATE:                    2 February 2004             VALID UNTIL:  2 April 2004
                         ---------------             ------------

FOR:                     Crystallex International Corporation
                         ------------------------------------

ATT:                     Dr Kenneth G Thomas- Chief Operating Officer
                         -------------------
                         kenthomas@bellnet.ca
                         --------------------


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

          BIOX(R) AMENABILITY TESTING OF A REFRACTORY GOLD CONCENTRATE
                   SAMPLE FROM THE LA VICTORIA PIT, VENESUELA

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

1.       INTRODUCTION
         ------------

         BIOX(R) is a biohydrometallurgical process developed for
         pre-cyanidation treatment of refractory gold oreS or concentrates. The
         BIOX(R) bacterial culture is a mixed culture of Thiobacillus
         ferrooxidans, Thiobacillus thiooxidans and Leptospirillum ferrooxidans.
         The BIOX(R) process comprises contacting refractory sulphide ROM ore or
         concentrate with a strain of the BIOX(R) bacterial culture for a
         suitable treatment period under an optimum operating environment. The
         bacteria oxidise the sulphide minerals, thus liberating the occluded
         gold for subsequent recovery via cyanidation.

         Under controlled continuous plant conditions, the number of bacterial
         cells and their activity is optimised to attain the highest rate of
         sulphide oxidation. The bacteria require a very acidic environment (pH
         1.0 to 2.0), a temperature of between 30 and 45 (degree)C, and a steady
         supply of oxygen and carbon dioxide for optimum growth and activity.
         The unusual operating conditions for the BIOX(R) bacteria are not
         favorable for the growth of most other microbes, thus eliminating the
         need for sterility during the BIOX(R) process. Due to the fact that
         organic substances are toxic to the BIOX(R) bacteria, they are
         non-pathogenic and incapable of causing disease. The bacteria employed
         in the BIOX(R) process do not, therefore, pose a health risk to humans
         or any animals.

<PAGE>

         The bacterial oxidation of iron sulphide minerals produces ferric
         sulphate and sulphuric acid, and in the case of arsenopyrite, arsenic
         acid is also produced. The arsenic is removed from the BIOX(R) liquor
         by co-precipitation with the iron and sulphate in a two stage
         neutralisation process. This produces a solid neutralisation
         precipitate containing largely calcium sulphate, basic ferric arsenate
         and ferric hydroxide. Provided an Fe : As molar ratio of > 3 exists,
         the ferric arsenate is sufficiently insoluble and stable to allow the
         neutralisation product to be safely disposed of on a slimes dam. The
         neutralisation liquor, purified to contain an acceptable level of
         arsenic, can be re-used in the milling, flotation or BIOX(R) circuits.

         The proposed batch BIOX(R) amenability tests on the refractory
         concentrate will indicate the relationship between gold dissolution and
         sulphide oxidation.

2.       OBJECTIVES
         ----------

         (i)    To determine the acid/lime requirements of the concentrate
                during batch BIOX(R) treatment.

         (ii)   To determine the sulphide oxidation and gold recovery for the
                concentrate after BIOX(R) treatment periods of 5, 10, 15, 20 and
                30 days and to compare the gold recovery to that obtained by
                direct cyanidation.

         (iii)  To conduct limited cyanidation optimisation testwork on BIOX(R)
                product samples.

         (iv)   To determine the settling rate and specific settling area
                requirements for solid/liquid separation of BIOX(R) product.

         (v)    To determine the efficiency of arsenic removal and reagent
                consumption during batch neutralisation of BIOX(R) liquor.

         (vi)   To determine the stability of arsenic precipitates formed during
                neutralisation of the BIOX(R) liquor.

         (vii)  To determine the suitability of the on-site water supply for use
                in the BIOX(R) circuit.

3.       SCOPE OF WORK
         -------------

3.1      Feed Characterisation
         ---------------------

         (ii)   The concentrate sample will be prepared for direct cyanidation
                and BIOX(R) amenability tests. It will be dried, screened,
                milled to the required fineness of grind (if necessary) and
                split into representative samples.

         (iii)  Sub-samples of the bulk concentrate will be submitted for size
                analyses, mineralogical investigation and the following chemical
                analyses: Au(g/t), Ag(g/t), Fe(T), S(T), S(sulphide), S(Degree),
                As, C(T), C(organic), CO32- and ICP scan.

         (iv)   A suitable strain of the BIOX(R) culture will be adapted to the
                concentrate.

<PAGE>

         (v)    A direct cyanidation leach test will be conducted on the
                concentrate sample.

         (vi)   A full ICP analysis will be carried on the site water and
                toxicity tests performed to determine whether elements
                potentially toxic to the BIOX(R) bacterial culture are present
                in concentrations that will affect the growth and activity of
                the bacteria.

<PAGE>


 3.2     Batch Amenability Tests
         -----------------------

         (i)      Seven batch BIOX(R) amenability tests will be conducted on the
                  concentrate. The tests will be performed under the following
                  standard conditions.

                  L/S ratio:       4/1
                  Medium:          9 K or 0 K
                  Inoculum:        10% (v/v)
                  pH:              Maintained at pH 1.4 - 1.8 by addition of
                                   acid/lime
                  Duration:        5, 10, 15, 20, 25 day retention periods and
                                   maximum sulphide oxidation. Duplicate tests
                                   will be performed for the maximum sulphide
                                   oxidation test.
                  Monitoring:      Daily pH, Redox and Fe(2+)/Fe(3+) titrations.

                  At the end of the treatment period for each batch test, the
                  slurry will be filtered and the BIOX(R) products dried,
                  crushed and screened.

         (ii)     BIOX(R) products samples will be submitted for the following
                  chemical analyses: Au(g/t), Ag(g/t), Fe(T), S(T), S(sulphide),
                  S(Degree), As, C(T), C(organic) and CO3(2-).

         (iii)    BIOX(R) liquor samples will be analysed for Fe(T), S(T), and
                  As.

         (iv)     Cyanidation tests will be performed on the BIOX(R) product
                  samples under standard conditions. Leach residues will be
                  assayed for gold.

 3.3     Neutralisation Tests
         --------------------

         (i)      To batch neutralisation test will be conducted on the BIOX(R)
                  liquor obtained from the batch amenability tests. One test
                  will be conducted using only limestone as neutralising reagent
                  (either from a local source or AR-grade) raising the pH to
                  5.0. The second test will be conducted in two stages: during
                  stage I the pH will be raised to 5.0 by the addition of
                  limestone from a local source or AR-Grade, and during stage II
                  lime will be used to increase the pH further to 7 to 8.
                  Reagent consumption will be recorded accurately.

         (ii)     Arsenic stability tests will be performed on the precipitates
                  formed during neutralisation. The tests will be conducted
                  according to the standard TCLP (Toxicity Characteristic
                  Leaching Procedure) test procedure and the multiple extraction
                  method adopted by the EPA (Environmental Protection Agency) of
                  the USA.


<PAGE>

4.       COSTS
         -----

         A breakdown of costs for the testwork is presented below.

<TABLE>
<CAPTION>
                -----------------------------------------------------------------------------------
                Item            Description                                         US$
                                                                       ----------------------------
                                                                       Mandays   Analyses    Total
                -----------------------------------------------------------------------------------
                 <S>    <C>                                          <C>            <C>      <C>
                  1     Sample preparation                             435             --      435
                  2     Sample charaterisation                          --            290      290
                  3     Mineralogical Investigation                  1,739             --    1,739
                  4     Inoculum build-up                            1,014             --    1,014
                  5     Direct cyanidation of concentrate              174              7      180
                  6     ICP analyses - site water                       --             94       94
                  7     Toxicity tests - site water                    580             --      580
                  8     Batch tests (7 tests)                        3,043             --    3,043
                  9     BIOX(R) product analyses                        --            913      913
                 10     Cyanidation of BIOX(R) products              1,217             46    1,263
                 11     Batch neutralisation tests                     580            580    1,159
                 12     Settling Tests                                 290             --      290
                 13     Project Management - LRA                     2,899             --    2,899
                -----------------------------------------------------------------------------------
                SUB-TOTAL: FULL BAT TESTS                           11,971          1,929   13,900
                -----------------------------------------------------------------------------------
                        Contingency @ 10%                            1,197            193    1,390
                -----------------------------------------------------------------------------------
                TOTAL                                               13,168          2,122   15,290
                ===================================================================================
</TABLE>

Note:   1.      The contingency will only be used after mutual agreement between
-----           SGS LAKEFIELD Research Africa (Pty) Ltd. and GFL Mining Services
                Limited.

5.       DURATION
         --------

         The proposed testwork program will require a minimum period of three
         months to complete. A schedule will be issued once the concentrate
         sample has been received.

6.       SAMPLE REQUIREMENTS
         -------------------

         A minimum of 10 kg of fresh flotation concentrate is required for the
         direct cyanidation and BIOX(R) amenability testwork. In the case where
         a local source of limestone is to be tested approximately 2.5 kg of the
         limestone will be required.

         Address for delivery of samples
         -------------------------------

         All samples must be sent to the following address:

         SGS SGS Lakefield Research Africa (Pty) Limited
         Attention: Mr Nick Holder
         58 Melvill Street
         Booysens
         Johannesburg, 2091
         South Africa

         Tel: +27 11 680 3466
         Fax: +27 11 433 3654
<PAGE>

7.       CONDITIONS OF ACCEPTANCE
         ------------------------

         This proposal is valid for a period of 60 days from this date. In the
         event that additional information or revisions are required please
         contact the undersigned.

         This work will commence upon written approval to proceed: The
         authorisation to proceed should include the name and address of the
         responsible person for invoicing, as well as the order number.

         All correspondence related to the proposed testwork should be addressed
         to:

         GFL Mining Services Ltd
         Attention: Jan van Niekerk
         24 St Andrews Road
         Parktown, 2193
         South Africa

         Tel: +27 11 644 2582
         Fax: +27 11 484 0631
         E-mail: janv@goldfields.co.za


J A van Niekerk                                      P C van Aswegen
MANAGER: BIOX(R)                                     SENIOR MANAGER: BIOX(R)


<PAGE>


PROPOSAL NUMBER:  PROP 2003/23 - Rev1
---------------

TITLE:
------

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

          BIOX(R) AMENABILITY TESTING OF A REFRACTORY GOLD CONCENTRATE
                   SAMPLE FROM THE LA VICTORIA PIT, VENESUELA

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

ACCEPTED:
---------

Name: ........................................................


Signed:.......................................................


Order No.  ...................................................


For (Customer):  .............................................


Date:  .......................................................



<PAGE>

                                         [GRAPHIC OMITTED]
                                         TECHNICAL DIVISION - BIOX(R) DEPARTMENT

                                PROJECT PROPOSAL
                                ----------------

                                          PROPOSAL NUMBER:  GFL 2003/24 - Rev01
                                          ---------------


PROJECT CODE:            Crystal
                         -------

DATE:                    2 February 2004             VALID UNTIL:   2 April 2004
                         ---------------                            ------------

FOR:                     Crystallex International Corporation
                         ------------------------------------

ATT:                     Dr Kenneth G Thomas- Chief Operating Officer
                         -------------------
                         kenthomas@bellnet.ca
                         --------------------

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

               BIOX(R) PILOT RUN ON A BULK CONCENTRATE SAMPLE FROM
                         THE LA VICTORIA PIT, VENEZUELA

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

1.       INTRODUCTION
         ------------

         This proposal outlines the scope and costs for a continuous BIOX(R)
         pilot run on a bulk flotatioN concentrate sample from the La Victoria
         Pit. This work will provide the necessary data for designing the
         commercial bacterial oxidation treatment plant. In addition to this,
         the pilot run will confirm the amenability of the material to
         continuous biooxidation.

         The testwork will be conducted on the premises of SGS Lakefield
         Research Africa in Johannesburg in a 120 litre mini-plant, consisting
         of four continuously stirred tank reactors (CSTR's). The pilot run will
         be conducted under conditions of controlled feed rate, feed density,
         pH, temperature, dissolved oxygen and nutrient supply.

         Batch cyanidation tests will be conducted on BIOX(R) product
         overflowing from the final reactor as well aS on inventory samples
         taken from each reactor. Cyanidation optimisation tests will also be
         performed to establish the optimum conditions for gold recovery

         Additional test work on various process slurries will include
         solid/liquid separation tests to determine the optimum settling rates
         and flocculant addition rates. Batch and continuous neutralisation
         tests will be conducted on BIOX(R) liquor samples. Limestone and/or
         flotation tailings will be used tO neutralise the liquor and generate

<PAGE>

         an environmentally stable ferric arsenate precipitate and liquor that
         is toxin free and suitable for recycling to the BIOX(R) plant. Standard
         Toxicity CharacterisatioN Leaching Procedure (TCLP) tests will be
         performed on the precipitates formed during neutralisation to ensure
         that the waste products conform to US Environmental Protection Agency
         (EPA) standards for land disposal.

2.       OBJECTIVES
         ----------

         The objectives of the test program can be summarised as follows:

         (i)    To confirm the amenability of the bulk the La Victoria Pit
                concentrate to the BIOX(R) process.

         (ii)   To adapt the bacterial culture further under continuous BIOX(R)
                conditions, thereby improving itS performance.

         (iii)  To determine process data for the designing of the bacterial
                oxidation treatment plant.

         (iv)   To ensure that waste products from the process are
                environmentally acceptable.

         (v)    To establish the optimum cyanidation conditions for recovering
                gold from the BIOX(R) product.

         (vi)   To determine the optimum reagent consumptions during
                biooxidation, counter-current decantation, neutralisation and
                cyanidation of the BIOX(R) product.

3.       SCOPE OF WORK
         -------------

         SAMPLE PREPARATION
         ------------------

         Two concentrate samples will be received for the pilot plant test work.
         The LEAD sample (~150 kg) will be received approximately 35 days before
         the arrival of the BULK sample. The lead sample will be of
         approximately the same characteristics as the bulk sample and will be
         used to start the inoculum build-up phase.

         LEAD SAMPLE
         -----------

         i.     The lead sample will be dried at a temperature below
                60 (Degree)C if required.

         ii.    A sub-sample will be submitted for particle size analyses. If
                the particle size is coarser than the 80 % - 75 um and 95 % -
                150 um specified for BIOX(R) then the sample will be remilled to
                thesE specifications.

         iii.   The sample will be screened through an 850 um screen to remove
                any lumps.

         iv.    The sample will be split into representative sub-samples using a
                rotary splitter.

         v.     A sub-sample will be submitted for the following analyses:
                o  Au, S(T), S(2-), S(0), As, Fe, C(org), CO(3), Si

<PAGE>

         BULK SAMPLE
         -----------

         i.     The bulk sample will be dried (Temp < 60(Degree)C) if required.

         ii.    A sub-sample will be submitted for particle size analyses. If
                the particle size is coarser than the 80 % - 75 um and 95 % -
                150 um specified for BIOX(R) then the sample will be remilled to
                these specifications.

         iii.   The sample will be screened through an 850 um screen to remove
                any lumps.

         iv.    The sample will be split into representative sub-samples using
                an 8 bucket rotary splitter. The bags will be clearly labelled
                and stored in a designated trunk. Each of the bags will be split
                again using a rotary splitter before being used as feed to the
                pilot plant.

         v.     A sub-sample will be submitted for the following analyses:

                o   Au, S(T), S(2-), S(0), As, Fe, C(org), CO(3), Si
                o   Particle size analyses
                o   Full mineralogical analyses with gold deportment
                o   Full ICP scan

         vi.    A series of direct cyanidation tests will also be performed on
                selected concentrate samples. The direct cyanidations will
                indicate the gold dissolution achievable without any
                pre-oxidation treatment. The tests will be performed using a
                bulk cyanide addition of 20 kg/t and the gold dissolution and
                reagent consumption will be determined at the end of the 24 hour
                leach.

         VARIABILITY BATCH AMENABILITY TESTS
         -----------------------------------

         The following work is included in the Variability BAT tests:

         (i)    The conditions for the batch BIOX(R) amenability tests are given
                below:

                  L/S ratio:       4/1
                  Medium:          9 K or 0 K
                  Inoculum:        10% (v/v) using inoculum from the pilot plant
                                   primary reactor
                  pH:              Maintained at pH 1.4 - 1.8 by addition of
                                   acid/lime
                  Duration:        80 % and/or maximum oxidation (2x)
                  Monitoring:      Daily pH, Redox and Fe(2+)/Fe(3+) titrations.

                  At the end of the treatment period for each batch test, the
                  slurry will be filtered and the BIOX(R) products dried (T < 60
                  (Degree)C), crushed and screened.

         (v)    BIOX(R) products samples will be submitted for the following
                chemical analyses: Au(g/t), As, Fe(T), S(T), S(sulphide),
                S(Degree), Si and CO3(2-).

         (vi)   BIOX(R) liquor samples will be analysed for Fe(T), S(T), and As.

         (vii)  The sulphide oxidation rate will be calculated from the
                analytical results and specie balances determined for Fe, As
                and S.

<PAGE>

         (viii) Cyanidation tests will be performed on the BIOX(R) product
                samples under standard conditions to bE specified by Project
                Leader. Leach residue solids will be assayed for gold and leach
                residue solutions for SCN and Fe. Final solutions will also be
                titrated to determine the free cyanide and CaO concentrations at
                the end of the leach. This will be used to determine the reagent
                consumptions during the leach. A cyanide balance will also be
                determined for each test.

         The results of the variability tests will be compared to the results of
         the previous BAT tests performed.

         BATCH AMENABILITY TESTS (BAT)
         -----------------------------

         The following work is included in the BAT tests:

         (i)    The conditions for the batch BIOX(R) amenability tests are given
                below:

                L/S ratio:       4/1
                Medium:          9 K or 0 K
..               Inoculum:        10% (v/v) using inoculum from the pilot plant
                                 primary reactor

                pH:              Maintained at pH 1.4 - 1.8 by addition of
                                 acid/lime
                Duration:        5, 10, 15, 20, 25 and 2 x maximum oxidation
                Monitoring:      Daily pH, Redox and Fe(2+)/Fe(3+) titrations.

                At the end of the treatment period for each batch test, the
                slurry will be filtered and the BIOX(R) products dried (T < 60
                (Degree)C), crushed and screened.

         (ii)   BIOX(R) products samples will be submitted for the following
                chemical analyses: Au(g/t), As, Fe(T), S(T), S(sulphide),
                S(Degree), Si and CO3(2-).

         (iii)  BIOX(R) liquor samples will be analysed for Fe(T), S(T), and As.

         (iv)   The sulphide oxidation rate will be calculated from the
                analytical results and specie balances determined for Fe, As
                and S.

         (v)    Cyanidation tests will be performed on the BIOX(R) product
                samples under standard conditions to bE specified by Project
                Leader. Leach residue solids will be assayed for gold and leach
                residue solutions for SCN and Fe. Final solutions will also be
                titrated to determine the free cyanide and CaO concentrations at
                the end of the leach. This will be used to determine the reagent
                consumptions during the leach. A cyanide balance will also be
                determined for each test.

         The results of the variability tests will be compared to the results of
         the previous BAT tests performed.

         INOCULUM BUILD-UP
         -----------------

         A LEAD sample of float concentrate will be used for building up
         sufficient inoculum to inoculate the 60-litre primary reactor and
         commence continuous operation of the BIOX(R) pilot plant. In order to
         savE time, the inoculum build-up process will commence approximately 35
         days prior to the delivery of the bulk concentrate sample. The
         continuous feeding of the pilot plant will proceed with the BULK
         concentrate on receipt and preparation of the sample.

<PAGE>

         A BIOX(R) bacterial culture already adapted to a similar concentrate
         will be used for the adaptation anD inoculum phase. The adaptation and
         inoculum build-up stages will be carried out as follows:

         BENCH INOCULUM BUILD-UP
         -----------------------

         The adaptation and inoculum build-up stage will be started on the BAT
         bench:

         i.     A 5 litre beaker will be set up containing 3 litres of 9K
                nutrient medium. Initially 250 g concentrate will be added and
                acid stabilised before adding 10 % v/v active inoculum. The test
                will be maintained at 39 - 41 (Degree)C with constant agitation
                and aeration.

         ii.    Daily Fe(2+)/Fe(3+), Redox, pH, temperature and DO measurement
                will be carried out on the test.

         iii.   Further 250 g aliquots of concentrate will be added to the batch
                as the bacterial activity increases, indicated by the ferrous
                concentration and Redox potential.

         iv.    Active inoculum from the adaptation phase will be used to set up
                four inoculum build-up tests. The tests will be set up in 5
                litre beakers containing 3 litres of 9K nutrient medium at 20 %
                solids (~ 750 g concentrate).

         v.     The slurry will be acid stabilised and inoculated with 10 % v/v
                inoculum from the adaptation stage.

         vi.    The same conditions and monitoring methods will be used as for
                the adaptation stage.

         vii.   Two of the tests will be stopped at the end of the bench
                inoculum build up phase and used as inoculum for the pilot
                plant. One litre of inoculum will also be removed from each of
                the remaining two tests, and replaced with fresh concentrate and
                nutrient medium.

         viii.  The two remaining inoculum build-up tests will be kept active on
                the bench for the duration of the pilot plant test. These tests
                will act as standby inoculum to ensure that an active culture is
                always readily available.

         PILOT PLANT INOCULUM BUILD-UP
         -----------------------------

         The primary and first secondary reactors of the pilot plant will be
         inoculated once the bacteria in the bench build-up tests are active.
         The following procedure will be followed to inoculate these reactors.

         i.     The primary reactor and first secondary reactor will be filled
                with 50 litres and 15 litres of slurry respectively, containing
                20 % solids and 0K nutrient medium. The slurry will be pH
                stabilised at pH 1.3 - 1.4 and the temperature will be increased
                to 40 (Degree)C.

         ii.    Six litres of active inoculum will be added to the primary
                reactor and 2 litres of inoculum to the first secondary reactor.

         iii.   The same conditions and monitoring methods will be used as for
                the bench build-up stage.

<PAGE>

         iv.    The inoculum in the reactors will be allowed to become active
                before continuous feeding of the pilot plant commences

         v.     Four litres active inoculum from the primary or first secondary
                reactor will be used to inoculate the second and third secondary
                reactors. Continuous feeding of the pilot plant at a 10 day
                retention time will commence once the last two secondary
                reactors have been inoculated and the inoculum in the primary
                reactor is active.

<PAGE>

         CONTINUOUS OPERATION OF THE PILOT PLANT
         ---------------------------------------

         After inoculum build-up, the plant will be operated continuously for an
         approximate period of 14 weeks as tabulated below. Unforeseen problems
         in treating the concentrate will obviously extend the period of
         operation.

               ==========================================================
                    Phase     Retention time (days)   Duration (Days)
               ----------------------------------------------------------
                    A (1)               10                   5
                    A (2)               8                    5
                    A (3)               7                    5
               ----------------------------------------------------------
                      B                 6                    24
               ----------------------------------------------------------
                      C                 5                    20
               ----------------------------------------------------------
                      D                 4                    16
               ==========================================================

         The performance of the plant will dictate the duration of each phase of
         operation. The main objective of the pilot run is to establish the
         optimum retention time to achieve the required sulphide oxidation and
         the optimum gold dissolution. These are only approximate durations for
         each retention time and may be changed depending on the bacterial
         activity

         During Phases A to D the plant will be operated under the following
         conditions:

         Liquid/solid ratio in feed:      4:1
         pH:                              1.2 to 1.6, controlled by adding
                                          limestone or sulphuric acid
         Temperature:                     40 to 45 (Degree)C
         Aeration                         Aeration rates set to maintain DO
                                          levels > 2.0 ppm in all reactors The
                                          aeration air will be enriched with CO2
                                          @ 1.5 % by volume

         BIOX(R) inventory and overflow product samples will be collected at
         regular intervals throughout the tesT program. The samples will be
         analysed and then cyanide leached to determine the extent of sulphide
         oxidation and the relationship between sulphide oxidation and gold
         recovery.

         STANDBY POWER
         -------------

         Standby power in the form of a generator will be available and in
         working order at all times during the test program. The generator will
         be able to operate the complete pilot plant including all the reactors,
         the feed system, the geyser and hot water pump and all instrumentation.
         The generator will simultaneously be able to operate the compressor and
         the lights in the pilot plant area.

         STANDBY TECHNICIAN
         ------------------

         A technician will be on standby at all times during the continuous
         operation of the pilot plant. A schedule indicating the technician on
         standby as well as the contact details will be made available to the
         Project Leader at the start of the continuous phase of the pilot plant.

<PAGE>

         PLANT OPERATORS
         ---------------

         The pilot plant will be operated by a minimum of 5 plant operators. The
         operators will be signed on and administrated by SGS Lakefield
         Research. The operators will work full time on the pilot plant under
         the supervision of the Project Leader and Project Metallurgist. Four of
         the operators will work on the pilot plant and one will be responsible
         for cyanidation test work, rotating every month. The operators will
         continue working on the pilot plant for a minimum of one week after the
         end of the continuous phase.

         OVERFLOW SAMPLES
         ----------------

         The daily overflow product from the pilot plant will be weighed and the
         volume recorded. The slurry will then be agitated to suspend all
         settled solids and split into 8 sub-samples using a rotary slurry
         splitter.

         A minimum of two of the samples will be weighed and the volume recorded
         for density calculation. The samples will then be filtered followed by
         a low pH water wash (pH 1.2 using H2SO4) and a water wash. The samples
         will be dried (T < 60 (Degree)C), weighed and screened through an 850
         um screen to remove any lumps.

         The solids from the two samples will be combined and blended.
         Representative sub-samples for analyses and cyanidation test work will
         be split from the combined sample. The remaining sample will be
         labelled and stored in a designated storage area.

         The samples will be submitted for the following analyses:

         o    Solids sample: Au, S(T), S(2-), S(0), As, Fe, CO3(2-), Si.
         o    Solution samples: S (as SO4), As, Fe

         The cyanidation conditions for the standard overflow samples will be
         set by the Project Leader as described in the next section.

         The remaining 6 slurry samples will also be filtered, acid water washed
         and water washed. The washed solids will be dried (T < 60 (Degree)C),
         labelled and stored in a designated storage area for cyanidatioN
         optimisation and other test work.

         INVENTORY SAMPLES
         -----------------

         Inventory samples will be taken as determined by the Project Leader.
         The inventory samples will normally be taken from all the reactors in
         the pilot plant, but samples can be taken from only one or more tanks
         if required. The procedure for taking inventory samples will be as
         follows:

         Two types of inventory samples will be taken, small samples (~ 500 ml)
         for analyses only and large samples (~ 2 000 ml) for analyses and
         cyanidation tests. The large samples will be used to determine both the
         extent of sulphide oxidation after different treatment times as well as
         the corresponding gold dissolution at the various extent of sulphide
         oxidation. The large inventories can, however, not be taken too
         regularly as it may influence the stable operation of the plant. The
         smaller inventories will be taken to obtain more data on the extent of
         sulphide oxidation after various treatment times.

<PAGE>

         The procedure for taking an inventory sample from a reactor is as
         follows:

         i.     Either a 2 000 ml or 500 ml sample is removed from the sample
                port in the middle of the reactor.

         ii.    The sample is weighed and the volume recorded. The same volume
                of water is added to the reactor to maintain a constant
                retention time in the pilot plant.

         iii.   The sample is filtered and washed first with acid water,
                followed by potable water. The filter cake is dried (T < 60
                (Degree)C), weighed and screened through an 850 um screen to
                remove any lumps.

         iv.    500 ml inventory: The solids are submitted for the following
                analyses: Au, S(2-) and Si.

         v.     2 000 ml inventory: Samples for analyses and cyanidation tests
                are split out from the dried solids. Samples are submitted for
                the following analyses:

                o   Solids sample: Au, S(T), S(2-), S(0), As, Fe, CO3(2-), Si.
                o   Solution samples: S (as SO4), As, Fe

         vi.    Cyanidation tests on the inventory samples will be performed
                according to the conditions set by the Project Leader as
                described in the next section.

         vii.   All remaining solid samples will be labelled and stored in a
                designated area.

         CYANIDATION TEST WORK
         ---------------------

         STANDARD OVERFLOW AND INVENTORY CYANIDATIONS
         --------------------------------------------

         The inventory and daily overflow samples will be leached using standard
         conditions to determine the average gold dissolution that can be
         achieved for each phase of the test work. The cyanidation tests will
         also indicate the reagent consumptions that can be expected when
         leaching the BIOX(R) producT samples. The standard cyanidation
         conditions will be adjusted during the test program in order to achieve
         the maximum gold dissolution while minimising the cyanide consumption.

         On completion of the cyanidation tests the slurry will be filtered and
         the solids washed with potable water to remove any entrained solution.
         The washed solids will be dried and screened (- 850 um) to remove any
         lumps and submitted for Au assay. A sample of the filtrate will be
         titrated for free cyanide and CaO to determine the reagent
         consumptions. A sample of the filtrate will be submitted for
         thiocyanate and total iron analyses.

         CYANIDATION OPTIMISATION TEST WORK
         ----------------------------------

         Cyanidation optimisation tests will be conducted throughout the pilot
         plant test program in order to determine the conditions for which
         optimum gold dissolution is achieved at the lowest reagent consumption.
         Composite BIOX(R) product samples will be made for the optimisation
         tests using thE remaining overflow samples for selected periods of
         continuous pilot plant operation.

         The optimisation tests can include the following tests:

         o      Cyanidation rate tests: The rate test is a series of 8
                cyanidation tests, taken off after different times, in order to
                determine the rate of dissolution and cyanide

<PAGE>


                consumption. The results of the test will be used to determine
                the staged cyanide addition rates and total cyanidation period
                required.

         o      Different addition rates of cyanide: The standard cyanidation
                tests will use staged cyanide addition, with the additions
                determined from the cyanidation rate test. Optimisation tests
                will be performed at different cyanide addition intervals and
                concentrations in solution.

         o      Pulp density: The effect of pulp density on the gold recovery
                and cyanide consumption will be determined.

         o      Activated carbon addition rate.

         o      Selected pre-treatments before the cyanide leach, for example
                SO2 pre-treatment, milling or attritioning of the BIOX(R)
                product and hot-lime treatment.

         ADDITIONAL CYANIDATION TESTWORK
         -------------------------------

         The following test work will be performed in addition to the standard
         cyanidation and cyanidation optimisation tests:

         o      Diagnostic leach tests on selected concentrates and/or BIOX(R)
                product samples.

         o      Cyanidation speciation test work on selected cyanidation residue
                samples.

         o      Carbon adsorption appraisal.

         o      Determining the leach kinetics and fitting the results to a
                model describing the leach kinetics using a rectangular
                distribution of reaction rate constants.

         o      Determining the oxygen uptake rate during cyanidation.

         The number of tests to be performed will be determined by the Project
         Leader during the pilot plant test program.

         SOLID/LIQUID SEPARATION
         -----------------------

         Laboratory scale settling tests will be conducted on selected slurry
         samples to determine the optimum flocculant addition, settling rate and
         required thickener area.

         The settling test work will involve the following tests:

         o      Flocculant selection tests
         o      Flocculant dosage optimisation tests
         o      CCD simulation tests on BIOX(R) product
         o      Liquid/solid separation test work conducted by suppliers

         Suppliers of liquid/solid separation equipment will also be invited to
         perform laboratory test work at SGS Lakefield Research. The cost of
         such test work, if any, will fall outside the scope of this proposal
         unless it is specifically stated otherwise. SGS Lakefield Research
         will, however, give support to the suppliers by providing them with an
         area to set up their equipment and conduct their tests as well as other
         utilities, for example a connection to the water supply, washing
         facilities etc. that may be required for them to complete their test
         work. The operators will also be available to the suppliers to perform
         small duties, for example drying and weighing of samples etc.

<PAGE>

         NEUTRALISATION OF ACIDIC BIOX(R) LIQUOR
         ---------------------------------------

         A series of batch and continuous neutralisation tests will be performed
         as part of the pilot plant test run. The objectives of the
         neutralisation test work are:

         1.     To prove that the effluent products from neutralisation complies
                with environmental legislation guidelines (USA - EPA)

         2.     To determine the reagent consumption during neutralisation

         The USA - EPA standard for land disposal of arsenic bearing wastes
         requires the effluent stream to comply with the following standards:

         o      The liquor must have a dissolved arsenic value of (less than or
                equal to) 0.5 ppm
         o      The solids must have a TCLP extract containing an arsenic
                value (less than or equal to) 5.0 ppm

         The standard neutralisation circuit uses limestone as first stage
         neutralising reagent and lime as second stage neutralising reagent to
         ensure an effluent pH > 7.0. A two stage neutralisation circuit is used
         to prevent the formation of calcium arsenate, an unstable form of
         arsenic. Ferric arsenate is the preferred neutralisation product for
         solution containing arsenic and ferric.

         The neutralisation test work includes tests with reagent grade
         limestone and lime, as well as tests using the limestone and/or lime
         source(s) to be used on the commercial plant. Flotation tailings can
         also be used as neutralising reagent if the tailings contain sufficient
         carbonate minerals.

         SAMPLE CHARACTERISATION
         -----------------------

         The following tests will be performed on the site limestone and lime
         samples and on the flotation tailings sample:

         i.     Acid Capacity Tests: The tests are conducted to determine the
                neutralising capacities of the various reagents. The tests are
                conducted by the stepwise addition of aliquots of the
                neutralising reagent to a stirred beaker containing 3 litres of
                a 0.1 M H2SO4 solution. The pH of the solution is measured after
                each addition and plotted as a function of the reagent addition.

         ii.    Chemical Analyses: The reagents will be submitted for the
                following chemical analyses: Si, Total CO3, Mg and Ca.

         iii.   A dried solids sample will be submitted for particle size
                analyses.

         BATCH NEUTRALISATION TESTS
         --------------------------

         Laboratory scale batch neutralisation tests will be conducted. The
         tests will be conducted in a 5 litre beaker with agitation and
         aeration. BIOX(R) liquor from the pilot plant will be diluted at a
         ratio oF 2:1, wash water to BIOX(R) solution, to simulate the CCD
         washing step. Manual additions of small aliquotS of neutralising
         reagent will be made in a stepwise manner until the target pH is
         achieved. All reagent additions will be recorded.

<PAGE>

         The pH of the solution will be recorded after each reagent addition and
         sample aliquots removed at various pH's as the reactions progress. The
         samples will be immediately filtered and the filtrates submitted for As
         and Fe analyses. The samples will also be titrated for ferrous iron.

         At the end of the test, the slurry is weighed and the volume recorded.
         The slurry is then filtered, the solids washed with potable water, and
         the mass of the wet filter cake is recorded. A small portion of the wet
         filter cake is taken, weighed and dried to determine the moisture
         content of the wet solids. The solids concentration in the neutralised
         product is calculated from the data.

         The remaining solids will be sealed moist in a plastic bag. Selected
         solids samples from the neutralisation tests (batch and continuous)
         will be submitted for TCLP analyses and/or solids SG determination.

         The reagent additions will be converted to kilogram per ton
         concentrate.

         CONTINUOUS NEUTRALISATION TESTS
         -------------------------------

         Continuous neutralisation test work will also be performed using the
         continuous neutralisation pilot plant supplied by SGS Lakefield
         Research. The objectives of the continuous neutralisation test work are
         to prove the efficiency of arsenic removal and the stability of arsenic
         precipitates under continuous operating conditions. The tests will also
         indicate the reagent consumption during continuous operation.

         The pilot plant consists of six 5 litre CSRT reactors in series. Each
         reactor is also fitted with an air sparger and the aeration rate is set
         to maintain a DO concentration of 6 - 8 ppm. Diluted acidic liquor from
         the BIOX(R) pilot plant will be stored in a feed stock tank and fed to
         the first reactor usinG either a peristaltic or a dosing pump. The
         neutralisation circuit is usually operated at a retention time of 6
         hours (12 hours when flotation tailings are used).

         It may be necessary to recycle liquor from the third reactor back to
         the first reactor. The rate of slurry recycle will normally be in the
         order of 100 to 500 % the feed rate to the plant.

         The plant will normally require two stage pH control, using limestone
         to pH ~ 5 in the second reactor and lime to pH 7 - 8 in the fifth
         reactor. The plant is equipped with agitated limestone and lime make-up
         vessels. Reactors 2 and 5 are fitted with on-line pH measurement and
         control.

         Flotation tailings will also be used as neutralising reagent. The pilot
         plant may be fitted with a float tails mixing tank and feeding system
         for this purpose. Float tails will be fed to the first neutralisation
         reactor.

         Stable operation of the neutralisation plant is achieved once all the
         reactors are filled, the feed rate is set to give the required feed
         rate and the online pH control is operational and maintaining the pH
         set points in the specified reactors. The test will continue until
         stable operation has been achieved for a minimum of 3 times the
         retention time of the plant.

<PAGE>

         A log sheet will be kept where the following is recorded every hour:

         o      Plant feed rate of acid liquor (and float tailings).
         o      Levels for the following tanks: Acid liquor, float tails,
                limestone, lime.
         o      Recycle stream flow rate.
         o      The following readings will be taken on every reactor: pH,
                Redox, DO
         o      Overflow volume and mass

         The last retention time period is used for sampling of the pilot plant.
         Three sets of inventory samples will be collected during this period.
         The samples will be filtered and the filtrates will be submitted for
         total iron and arsenic analyses. Ferrous ion titrations will also be
         performed on the filtrates.

         The plant overflow samples will be weighed and the volume recorded
         before the samples are filtered and washed. The wet filter cakes will
         be weighed and a small sample of the filter cakes will be taken,
         weighed and dried. The dry solids will be weighed and the solids
         content of the overflow slurry calculated. The remaining filter cake
         sample will be sealed in a plastic bag and stored in a designated area.
         Selected samples may be submitted for TCLP tests.

         The last three reactors will also be filtered at the end of the test
         run. The solids will be washed and sealed in plastic bags. Selected
         samples may be submitted for TCLP tests.

         The reagent additions will be converted to kilogram per ton
         concentrate.

         PHYSICAL PROPERTIES OF PROCESS SLURRIES
         ---------------------------------------

         The following properties will be determined for various process
         slurries:

         o      Viscosity
         o      Solids density
         o      Particle size distribution

         Two costs are given for the viscosity tests:

         1.     The total cost for testing BIOX(R) slurry from each of the 4
                reactors. The tests will be performed at thE density and
                temperature prevailing in the reactor. The full range of shear
                rates will be tested.

         2.     The cost per slurry sample, testing the slurry at 5 different
                solids concentrations and over the full range of shear rates.

4.       SCHEDULE AND REPORTING
         ----------------------

         A proposed schedule for the test work is given in the proposal, showing
         the different phases of BIOX(R) inoculum build-up and continuous
         operation as well as the corresponding time frames for cyanidation,
         neutralisation and other test work.

         The schedule also indicates the time required for performing and
         reporting L/S, neutralisation and viscosity tests. All results and
         reports will be sent to the Project Leader within the specified period.

         Scheduling of additional test work will be done by the Project Leader
         in conjunction with SGS Lakefield Research to suit both parties. The
         test work must, however, be completed within the period indicated on
         the schedule.
<PAGE>

         A final report will be compiled by the Project Leader and the Project
         Metallurgist incorporating all the results from the pilot plant test
         work and additional test work. The report will also give the process
         implications of the results from the test work in a form suitable to be
         used for the design of a commercial BIOX(R) plant.
<PAGE>

5.       COST
         ----

         The cost for the testwork based on the scope of work defined above is
         shown in the table below. Changes in the scope of work will cause a
         change in the total cost of the testwork based on the rates given in
         the table below.

--------------------------------------------------------------------------------
Item           Description                       Units             US$
                                                           ---------------------
                                                           Costs/unit     Total
--------------------------------------------------------------------------------
1     Sample milling: Lead sample                    1          122         122
      Sample milling: Bulk sample                    1        2,174       2,174
2     Sample prep and characteration                 1        1,413       1,413
3     Inoculum build-up                             25           75       1,877
4     Mineralogical investigation                    1        1,594       1,594
--------------------------------------------------------------------------------
      Toxicity Tests
5             9 K shake flask Tests                  0          441           0
6             BAT Tests                              0          881           0
--------------------------------------------------------------------------------
      Batch Amenability Tests
7             Full Amenability Tests                 0        4,828           0
8             Variability Tests                      0        1,364           0
--------------------------------------------------------------------------------
      Continuious operation phase
9             BIOX(R) pilot plant operation         80        1,447     115,729
10            Overflow & Full inventory analyses   123          134      16,489
              Small inv analyses                    48           33       1,600
11            Std cyanidation tests                123           22       2,674
--------------------------------------------------------------------------------
      Cyanidation optimisation
12            Cyanidation optimisation              35           22         761
13            Cyanidation speciation                15           81       1,217
14            Carbon adsorption appraisal            1        1,449       1,449
15            Diagnostic leach tests                 3          725       2,174
16            Cyanidation rate tests (8xtests)       2          255         510
--------------------------------------------------------------------------------
      Neutralisation tests
17            Batch neutralisation tests             4          284       1,136
18            Continuous neutralisation tests        2          954       1,907
19            Sample characterisation                3          130         391
20            TCLP tests                             6           86         513
--------------------------------------------------------------------------------
      Liquid/solid separation tests
21            Floculant selection - per slurry       3            0           0
22            Flocculant optimisation - per slurry   3            0           0
23            CCD simulation tests                   2            0           0
--------------------------------------------------------------------------------
     Physical properties of process slurries
24            Viscosity measurement - reactors       1          174         174
              Viscosity measurement - per slurry     5          174         871
25            Solids density measurement             6           12          70
26            Size analyses                          2           39          78
--------------------------------------------------------------------------------
27   Waste disposal                                  1       11,594      11,594
28   Report preparation - LRA                       20          638      12,754
29   Project Managemetn - GFL                      100          543      54,348
--------------------------------------------------------------------------------
     SUB - TOTAL                                                        233,620
--------------------------------------------------------------------------------
     Contingency                                                         23,360
--------------------------------------------------------------------------------
     TOTAL                                                              256,980
--------------------------------------------------------------------------------


<PAGE>


6.       EXCLUSIONS
         ----------

         This proposal will specifically exclude the following:

         o      Transport, insurance, handling, custom clearance and similar
                charges for any of the samples required for the test work.

         o      Costs for flotation testwork to produce the project samples.

         o      Continuous cyanidation testwork.

         o      Cost of vendors invited to test their equipment.

         o      Call out costs for maintenance technician.

7.       SAMPLE REQUIREMENT
         ------------------

         Project Sample (Bulk Concentrate Sample)
         ----------------------------------------

         A bulk 1 000 kg sample of flotation concentrate is required for the
         proposed testwork. The sample can be delivered moist or dried (at a
         temperature < 60 (Degree)C). The concentrate should have a nominal
         grind size of approximately 80 % - 75 um and 95 % - 150 um.

         Lead Sample
         -----------

         A lead sample of approximately 100 kg can be delivered to SGS SGS
         Lakefield Research approximately 35 days prior to the delivery of the
         bulk sample. The lead sample can then be used for inoculum build-up.

         Batch Amenability Test samples
         ------------------------------

         Selected concentrate samples can be submitted for batch amenability
         tests. These tests can be used to determine the variability of the ore
         with regards to amenability to BIOX(R) treatment and subsequent
         cyanidation recovery. 10 kg concentrate is required for a full BAT test
         on a specific concentrate sample and 2.5 kg concentrate is required for
         a variability BAT test.

         Limestone and/or Lime Sample
         ----------------------------

         A 50 kg sample of limestone and/or lime from the source likely to be
         used during full-scale operation must be provided for testing in the
         BIOX(R) and neutralisation circuits.

         Water Sample
         ------------

         A 10 litre sample of water from the source likely to be used as process
         water in the full-scale plant must be submitted for toxicity testing.

         Flotation Tailings Sample
         -------------------------

         A 50 kg sample of flotation tailings produced during the flotation
         pilot plant run will be required for testwork during the pilot plant
         run. Testwork on the flotation tailings include settling tests on a
         blend of neutralised BIOX(R) product and flotation tailings and batch
         and continuous neutralisation tests.


<PAGE>

         Address for delivery of samples
         -------------------------------

         All samples must be sent to the following address:

         SGS Lakefield Research Africa (Pty) Limited
         Attention: Mr Nick Holder
         58 Melvill Street
         Booysens
         Johannesburg, 2091
         South Africa

         Tel: +27 11 680 3466
         Fax: +27 11 433 3654

8.       TESTWORK AGREEMENT
         ------------------

         A Testwork Agreement will be negotiated with Crystallex International
         Corporation prior to the commencement of the BIOX(R) pilot run. This
         Agreement will contain the following:

         o      A Confidentiality Deed;
         o      The deliverables expected from each party during the test
                program;
         o      The main elements of a future licence agreement between
                Crystallex International Corporation and Biomin Technologies
                S.A., wholly owned subsidiary of Gold Fields Limited and the
                owner of the BIOX(R) Technology.

9.       CONDITIONS OF ACCEPTANCE
         ------------------------

         This proposal is valid for a period of 60 days from this date. In the
         event that additional information or revisions are required please
         contact the undersigned.

         This work will commence upon written approval to proceed: The
         authorisation to proceed should include the name and address of the
         responsible person for invoicing, as well as the order number.

         All correspondence related to the proposed testwork should be addressed
         to:

         GFL Mining Services Ltd
         Attention: Jan van Niekerk
         24 St Andrews Road
         Parktown, 2193
         South Africa

         Tel: +27 11 644 2582
         Fax: +27 11 484 0631
         E-mail: janv@goldfields.co.za


J A van Niekerk                                 P C van Aswegen
MANAGER: BIOX(R)                                SENIOR MANAGER: BIOX(R)


<PAGE>

PROPOSAL NUMBER:  PROP GFL 2003/17 - Rev01
---------------

TITLE:
------

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

               BIOX(R) PILOT RUN ON A BULK CONCENTRATE SAMPLE FROM
                               THE LA VICTORIA PIT

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


ACCEPTED:
---------

Name: ...............................................


Signed:..............................................


Order No.  ..........................................


For (Customer):  ....................................


Date:  ..............................................



<PAGE>

                FIGURE 1: SCHEDULE OF BIOX(R) PILOT TEST PROGRAM


<PAGE>

                                   SCHEDULE 2
                                   ----------

                              LICENCE FEE STRUCTURE

<PAGE>

                              LICENCE FEE STRUCTURE
                              ---------------------

1.       A licence fee equal to $ 200 000 (two hundred thousand dollars) payable
         in installments as follows:

         1.1    40% (forty per centum) of the licence fee upon decision by
                Crystallex to proceed with the project

         1.2    30% (thirty per centum) of the licence fee on date of
                commencement of operations

         1.3    30% (thirty per centum) of the licence fee on completion of the
                performance run.


2.       The royalty based on ounces produced from La Victoria to be paid
         quarterly based on the following rate of payment:

         2.1    Total production up to 300 000 ounces - $ 1,50/oz

         2.2    Total production 300 000 - 600 000 ounces - $ 1,25/oz

         2.3    Total production 600 000 - 1 000 000 ounces - $ 1,00/oz

         2.4    Total production above 1 000 000 ounces - $ 0,85/oz

         This royalty payment will be capped at a total production of 1 250 000
         ounces.