EXHIBIT 12.9


                                                    April 5, 2004


To: Mr. Todd Bruce
President and Chief Executive Officer
Crystallex International Corporation
18 King Street East
Toronto, Ontario Canada

Dear Todd:

ENGAGEMENT WITH RESPECT TO THE LAS CRISTINAS GOLD PROJECT IN VENEZUELA
("CRISTINAS" OR THE "PROJECT")


1.       NATURE OF ENGAGEMENT

1.1      BACKGROUND: Crystallex International Corporation (together with any
         designated entity established to own, operate and/or manage the
         Project, "Crystallex" or the "Sponsor") entered into an engagement
         letter with JRS Financial Services Corp. ("JRSF") and Jeffrey R.
         Stufsky ("Stufsky") dated October 27, 2003 for JRSF to provide
         assistance and services in connection with the debt financing and
         development of the Project (the "JRSF Engagement Letter"). JRSF
         replaced Deutsche Bank Securities Inc. ("DB") shortly after its
         departure from the mine finance and advisory business and the
         termination of its engagement with Crystallex under the DB Engagement
         Letter (the "DB Engagement Letter"). Stufsky was a Managing Director of
         DB having direct responsibility for the DB Engagement Letter, is the
         President and controlling shareholder of JRSF and has been recently
         appointed Managing Director, Mining & Metals Project Financing of BNP
         Paribas ("BNPP") and again has direct responsibility for the Crystallex
         mandate and relationship. Stufsky has since the initial engagement of
         DB remained the individual principally responsible for the Crystallex
         relationship. Crystallex has decided and JRSF and Stufsky have agreed
         to transfer the engagement from JRSF to BNP Paribas ("BNPP") and BNPP
         has agreed to accept the engagement upon the terms and conditions
         herein provided.

1.2      GENERAL: This engagement letter (the " BNPP Engagement Letter") letter
         contains the full complement of terms and conditions on which BNP
         Paribas ("BNPP" or the "Advisor") is appointed to provide Crystallex
         with assistance and services in connection with the arrangement of debt
         financing for the development of the Project (the "Transaction"). For
         the purposes of this BNPP Engagement Letter, "BNP Paribas" and "BNPP"
         shall mean BNP Paribas and/or any such subsidiary or affiliate of BNPP
         as BNPP shall determine to be appropriate to provide the services
         contemplated herein provided that BNPP shall at all times remain
         primarily responsible for the due performance and execution of the
         services contemplated hereby. The BNPP Engagement Letter supersedes and
         replaces the JRSF Engagement Letter and the DB Engagement Letter in all
         respects.


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1.3      ACKNOWLEDGEMENT AND CONSENT: JRSF and Stufsky shall provide to
         Crystallex and BNPP a letter, in form and content satisfactory to
         Crystallex and BNPP, acknowledging and consenting to the assignment of
         the rights and obligations under the JRSF Engagement Letter to BNPP and
         the transfer to BNPP of any remaining payment or consideration provided
         under the JRSF Engagement Letter. Crystallex shall provide to BNPP a
         copy of the acknowledgement and consent received from DB upon transfer
         of the DB Engagement Letter to JRSF.

1.4      ENGAGEMENT: The assistance and services to be provided by BNPP in
         connection with the Transaction is setout in Appendix A (together the
         "Engagement" or "Work Plan"). This Work Plan, as segregated into three
         (3) different components, is intended to best identify and to a degree
         prioritize the requisite elements of the engagement to ensure their
         timely and efficient disposition. It is recognized that such efforts
         are by their nature somewhat fluid, with more than one type of
         discipline or activity requiring attention on a concurrent basis or in
         a different order than originally considered. Transaction execution is
         intended to accommodate this likelihood and, accordingly, can be
         adjusted as necessary. A summary of issues considered relevant for the
         Sponsor and the Project is attached as Appendix B.

1.5      OTHER ADVICE: Notwithstanding anything to the contrary in this BNPP
         Engagement Letter, BNPP shall not be responsible for providing or
         arranging for the provision of legal, regulatory, insurance, accounting
         or taxation advice or services or any other comparable services to the
         Sponsor (including with respect to the formulation of an acceptable
         corporate structure to own, operate and manage the Project and to
         borrow under the Transaction). The Sponsor shall appoint advisors
         reasonably acceptable to BNPP for the provision of this or any other
         advice on terms reasonably acceptable to BNPP. BNPP may require access
         to, and may rely upon, any advice provided by such advisors for which
         advice the Sponsor and those advisers will be solely responsible. It is
         the sole responsibility of Crystallex to ensure that the advice from
         its other advisors in relation to the Project is received and
         considered by Crystallex as adequate for the purposes of the Project
         and the Transaction. The determination whether to accept any proposals,
         presentations or recommendations arising out of BNPP's services
         hereunder shall be made by the Sponsor in its sole discretion, and the
         Sponsor shall have the option, at its sole discretion, to accept,
         reject or modify any advice rendered to it by BNPP. Save and except as
         herein specifically provided, nothing herein shall give rise to any
         liability or responsibility on the part of BNPP for the success or
         otherwise of the transaction.

1.6      INSTRUCTIONS: BNPP may assume that instructions have been properly
         authorised by the Sponsor if they are given or purport to be given by a
         person who is or purports to be and is reasonably believed by BNPP to
         be a director, officer, employee or other authorised person of the
         Sponsor.

2.       REMUNERATION AND EXPENSES

2.1      SHARES: It is acknowledged and understood that Stufsky is presently the
         holder of 120,000 common shares of Crystallex, held pursuant to the
         terms of JRSF Engagement Letter. It is further understood and agreed
         that the said 120,000 common shares will be sold by Stufsky at times
         and at prices agreed upon between Stufsky and


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<PAGE>

         BNPP and net proceeds shall be paid to BNPP and, together with the
         warrants provided in section 2.2 hereof, accepted by BNPP in full
         satisfaction of any and all fees payable for services rendered
         hereunder through the period ended June 30, 2004. It is understood that
         the shares are tradable by Stufsky on the Toronto Stock Exchange, but
         have not been registered for trading in the U.S.A., and are subject to
         U.S. legends limiting trading in the U.S.A.

2.2.1    WARRANTS: Upon the execution of this BNPP Engagement Letter, but
         subject to TSX, AMEX and any other required regulatory approval, JRSF
         agrees to transfer to BNPP (i) 500,000 warrants exercisable for voting
         common shares of Crystallex, which warrants shall be upon the terms and
         conditions and in the form of the warrant certificate annexed hereto as
         Annex 1. The warrants shall be exercisable at any time and from time to
         time during a period of four years from date of issuance, at an
         exercise price of US$1.75 per share. (ii) 500,000 warrants exercisable
         for voting common shares of Crystallex, which warrants shall be upon
         the terms and conditions and in the form of the warrant certificate
         annexed hereto as Annex 2, The warrants shall be exercisable at any
         time and from time to time on or after the Vesting Date (as defined in
         Annex 2) and prior to the expiration of four years from the date of
         issuance of said warrants, at an exercise price of US$2.00 per share.
         BNPP's rights to exercise such warrants shall vest on the Vesting Date.
         It is understood that shares issued upon conversion of the warrants
         shall be tradable by BNPP on the Toronto Stock Exchange, but have not
         been registered for trading in the U.S.A., and are subject to U.S.
         legends limiting trading in the U.S.A. The warrants shall be
         transferred from JRSF to BNPP within ten (10) days of the date of
         execution of this BNPP Engagement Letter and Crystallex shall use its
         best efforts to facilitate such transfer.

2.2.2    ADDITIONAL COMPENSATION: Commencing July 1, 2004 and continuing monthly
         thereafter until and including December 1, 2004 (or until the
         termination of the engagement as herein provided), as additional
         compensation, the Sponsor shall pay to BNPP the sum of U.S.$57,500 in
         consideration of services rendered hereunder.

2.2.3    ENTIRE COMPENSATION: Subject to the payment of cost and expenses and
         hereinafter provided, the payments and deliveries contemplated by
         sections 2.1, 2.2 and 2.3 shall represent the full compensation payable
         to BNPP for the services contemplated by this BNPP Engagement Letter
         for the period commencing as at the date hereof and ending on the 31st
         day of December, 2004.

2.3      COSTS AND EXPENSES: In addition to the fees described above, the
         Sponsor agrees promptly to reimburse BNPP for all costs, travel and
         other out-of-pocket expenses (plus taxes thereon), including the fees
         and expenses of its advisers incurred by BNPP in connection with the
         Engagement whether or not a financing is consummated. It is understood
         and agreed that each party shall be responsible for its costs howsoever
         incurred in the negotiation and settlement of this Engagement Letter.

2.4      PAYMENTS: Save where a specific date for payment is provided for in
         this letter, any amount payable to BNPP hereunder shall be paid within
         30 business days of written demand by BNPP and shall be paid by the
         Sponsor free and clear of all deductions or withholdings unless
         required by law, in which event the Sponsor shall pay such additional
         amount as shall be required to ensure that the net amount received and


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<PAGE>

         retained by BNPP will equal the full amount which would have been
         received had no such deduction or withholding been made. All costs and
         expenses payable and/or reimbursable hereunder shall be payable in U.S.
         Dollars in New York or in the currency and country in which such costs
         and expenses were incurred, as specified by BNPP. BNPP shall not be
         responsible for any fees or commissions payable to finders or to
         financial or other advisors utilized by the Sponsor or to any potential
         transaction investors (debt or equity) or lenders, and no fee or other
         compensation payable to any other advisor or person shall reduce or
         otherwise affect the fees and reimbursements payable to BNPP hereunder.

3.       APPOINTMENT

3.1      PRIVATE ENGAGEMENT: BNPP hereby accepts the appointment upon the terms
         and conditions herein provided. BNPP's appointment under this letter is
         a private engagement. Accordingly, any assistance rendered by BNPP or
         any of its associates hereunder will be solely for the benefit of the
         Sponsor and its associates in relation to the Project and may not be
         relied on by the Sponsor for any other purpose and (subject to Sections
         5 and 6 below) may not be disclosed to any third party, nor used or
         relied on by any third party, without BNPP's prior written consent
         unless Crystallex is required by law, exchange or securities
         regulations or its corporate disclosure policy to disclose any of the
         above.

3.2      ASSOCIATE: In this letter, an "associate" means each of the
         subsidiaries and the ultimate holding company of each of BNPP and
         Crystallex and each of the subsidiaries of such holding company and
         each of their respective officers, employees, representatives and
         agents.

4.       UNDERWRITING/FUNDING

4.1      UNDERWRITING CONSIDERATIONS: Consideration by BNPP of arranging or
         providing a form of underwriting commitment on any debt financing for
         the Project would be subject to (amongst other things):

              (i) Granting BNPP some or all of following agency roles normally
              associated with being the lead agent in a debt financing,
              including: administrative agent, documentation agent, technical
              agent and syndication agent. However, subject to the established
              underwriting and syndication strategy, including the possible
              formation of a "club" group of lenders, BNPP is prepared to share
              or allocate various roles and fees with other banks to facilitate
              a successful underwriting and syndication of the Transaction,

              (ii) The form and content of all documentation relating to the
              Project and the Transaction being satisfactory to BNPP,

              (iii) Satisfactory results of due diligence of the Project and
              Crystallex, including (but not limited to) technical, legal,
              financial, tax, etc,

              (iv) Financial, economic and loan syndication market conditions
              that support execution of the Transaction under consideration,

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<PAGE>

              (v) All loan facility fees, including arranging/underwriting,
              participation fees, commitment fees and agency fees will have been
              agreed as part of the process of executing a term sheet,
              commitment, and loan documentation, and

              (vi) Receipt of all internal credit approvals.

4.2      NO OBLIGATION: For the avoidance of doubt, BNPP shall not be obliged by
         this BNPP Engagement Letter to sell, acquire, place or underwrite any
         securities or to arrange or lend moneys or to arrange or provide any
         other facilities in any way in connection with the Transaction or the
         Project, nor does BNPP represent by this Engagement Letter that it will
         be possible or advisable for the Transaction to proceed or that any
         financing terms proposed are appropriate for the Sponsor or the
         Project.

         Any commitment by BNPP to arrange or underwrite any debt financing in
         connection with the Project contemplated by this Engagement Letter
         would be subject to, amongst other things, the conditions referred to
         above in paragraph 4.1 and the provision of a separate letter
         confirming such commitment and the terms and conditions thereof.

4.3      UNDERWRITING/FUNDING FEES: The fee structure referred to in this letter
         is exclusive of any fees or commissions payable to BNPP or any of its
         associates in respect of any sale, acquisition, placing or underwriting
         of securities or in respect of any provision of facilities referred to
         above.

5.       INFORMATION AND PUBLICITY

5.1      PROVISION OF INFORMATION: The Sponsor shall promptly provide or procure
         the provision to BNPP of all information concerning the Project, the
         Transaction and the business and affairs of Crystallex, including
         access to its staff, which is relevant to BNPP for the proper
         performance of the Engagement and all such further information as BNPP
         may reasonably request.

5.2      ACCURACY OF INFORMATION: The Sponsor shall ensure that any information
         supplied by it to BNPP, whether provided orally or in writing and
         including any expressions of opinion, shall be true, fair, accurate and
         complete and not misleading in any material way and does not omit any
         material information, and that all projections shall be prepared in
         good faith or on the basis of reasonable assumptions. The Sponsor will
         promptly notify BNPP if it subsequently discovers something that
         renders any such information untrue, unfair, inaccurate or misleading.

5.3      MATERIAL INFORMATION: Crystallex acknowledges and agrees that BNPP may
         be prevented, by reason of law, duties of confidentiality owed to other
         persons, the rules of any regulatory authority or BNPP internal
         controls, from using or disclosing to the Sponsor any information known
         to BNPP in connection with the Engagement or the Project. In
         particular, BNPP may have received material information from other
         clients which is confidential but which may be relevant to the
         Sponsor's interests in relation to the Project ("Material
         Information"). The Sponsor agrees, so as expressly to override any
         duties, obligations or restrictions which would otherwise be implied by
         law or regulation, that in carrying out the Engagement, BNPP will not
         be required to have regard to or rely on any Material Information.


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<PAGE>

5.4      PUBLICITY: Crystallex represents and warrants to BNPP and BNPP
         represents and warrants to Crystallex that any material document or
         announcement in connection with the Engagement issued or to be issued
         by the Sponsor, by BNPP or on their respective behalves or provided to
         third parties by the Sponsor, BNPP or on their respective behalves
         shall be true, fair and accurate and not misleading and shall be
         subject to the prior approval of BNPP or Crystallex, as the case may
         be.

6.       CONFIDENTIALITY

         Crystallex and BNPP agree that this BNPP Engagement Letter is being
         provided to for their confidential use only and the existence of this
         BNPP Engagement Letter, the terms hereof and the contents of any
         correspondence in respect of the transactions contemplated hereby will
         not be disclosed by Crystallex or BNPP to any person other than their
         accountants, attorneys, and other representatives, save and except for
         the purposes of this Engagement Letter and then only in connection with
         the Transaction contemplated by this BNPP Engagement Letter and on a
         confidential basis, except that Crystallex and BNPP may make such
         public disclosures as they are required by any regulatory authority or
         law to make.

7.       INDEMNITY

7.1      Crystallex shall indemnify BNPP and its affiliates, officers,
         directors, employees, agents and advisors (each, an "Indemnified
         Party") in full for and against any costs, claims, loss, expense
         (including legal fees) or liability of whatever nature and in whichever
         jurisdiction that any Indemnified Party may suffer or incur the same
         arising from or in connection with the Engagement (including in
         connection with investigating, preparing for or defending any claim),
         save to the extent that a court whose judgment is not subject to an
         appeal finds that the same is directly caused by the negligence or
         willful misconduct of such Indemnified Party.

7.2      BNPP shall indemnify and save harmless Crystallex and its affiliates,
         officers, employees, agents and advisors in full for and against any
         costs, claims, loss, expense (including legal fees) or liability of
         whatever nature and in whichever jurisdiction that any such party may
         suffer or incur, the same arising from the negligence or willful
         misconduct of BNPP or a material breach of the terms, conditions and
         provisos of this BNPP Engagement Letter.

7.3      The foregoing indemnities shall be in addition to any rights that BNPP
         and/or Crystallex or any other indemnified person may have at common
         law or otherwise (including, but not limited to, any right to
         contribution.

8.       TERMINATION

8.1      SPECIFIED EVENTS:

         The Engagement shall terminate on (i) the earlier of December 31, 2004
         (the "Termination Date"), or (ii) on 30 days written notice (or
         immediate notice in the


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<PAGE>

         event of a legal or regulatory requirement) by either BNPP or
         Crystallex, in each case subject to Section 8.2. Should BNPP and
         Crystallex desire to continue the Engagement beyond the Termination
         Date, BNPP and Crystallex will in good faith attempt to agree an
         appropriate extension to the Termination Date on a monthly basis or a
         fixed term of up to three (3) months.

8.2      PROVISIONS WHICH SURVIVE TERMINATION: Any termination of the Engagement
         shall be without prejudice to any accrued rights and liabilities and
         shall not affect in any way the provisions of paragraphs 2
         (Remuneration and Expenses), 5 (Information and Publicity), 6
         (Confidentiality), 7 (Indemnity), 8 (Termination) 9 (Assignment) and 13
         (Governing Law).

8.3      CONFLICT OF INTEREST BEFORE AND AFTER TERMINATION: BNPP represents and
         warrants to Crystallex that, as at the date of execution of this BNPP
         Engagement Letter, it is not aware of any relationships between BNPP
         and a third party which relationship might place BNPP in a conflict of
         interest due to such third party being a competitor of Crystallex in
         respect of the Project or in respect of other projects and developments
         owned or operated by Crystallex, directly or through its owned or
         controlled subsidiary or affiliated companies or entities; and BNPP
         will not, without the written consent of Crystallex, during the term or
         any extension of this BNPP Engagement Letter knowingly accept any
         engagement which might reasonably be expected to place BNPP in a
         conflict of interest as aforesaid. Subject to any accrued and
         continuing rights and liabilities, and subject to BNPP maintaining in
         strictest confidence any and all non-public or proprietary information
         relating to the Project, the Transaction or Crystallex (including its
         subsidiary or affiliated companies and entities) BNPP shall, following
         termination, be free, without restriction, to provide finance, advice,
         and services in connection with the project to any other person.

         The Sponsor acknowledges that, in addition to acting as advisor and
         potential arranger hereunder, BNPP and its affiliates may have other
         roles on behalf of the Sponsor or its affiliates, or on behalf of the
         Lenders to the transaction, including, without limitation, acting as
         (i) placement agent for project finance and/or mezzanine debt in the
         transaction; (ii) underwriter or provider of all or a portion of the
         bank facilities for the transaction: (iii) security agent to the
         investors. The Sponsor hereby agrees that BNPP may render its advisor
         and potential arranger services hereunder notwithstanding any potential
         or actual conflict of interest presented by the foregoing and hereby
         waives any claim against BNPP and its affiliates based upon any
         conflict of interest that BNPP may have with regard to acting as
         advisor and potential arranger hereunder and acting in such other roles
         in any transaction contemplated hereunder.

9.       ASSIGNMENT/NO AGENCY

         Neither Crystallex nor BNPP shall assign, transfer or encumber all or
         part of their respective rights and liabilities under this BNPP
         Engagement Letter except that Crystallex may assign and transfer its
         rights and obligations here under to the company that is the borrower
         under the Transaction pursuant to a writing reasonably satisfactory to
         BNPP, and provided that the company is satisfactory to BNPP acting
         reasonably.


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<PAGE>

         This BNPP Engagement Letter sets forth the entire scope of duties,
         functions and responsibilities of BNPP in connection with its
         engagement hereunder, and no implied duties, or functions shall be
         imposed upon or applicable to BNPP in connection with such engagement.
         The Sponsor expressly acknowledges and agrees that this BNPP Engagement
         Letter does not create, nor is it the intention of the Sponsor to
         create hereby or otherwise, a relationship of principal and agent with
         BNPP or to constitute BNPP a trustee or a fiduciary of the Sponsor.

10.      NOTICES

         Every notice, request or other communication under this letter shall be
         in writing delivered personally, by first class prepaid post or
         facsimile and shall be sent to the address or facsimile number, and for
         the attention of the individual set out below, or such other address or
         facsimile number as is notified by it to the parties to this letter.

         Crystallex International Corporation
         18 King Street East
         Toronto, Ontario, Canada,

         Attn: Todd Bruce, President and CEO
         Facsimile: (416) 203-0099

         BNP Paribas
         797 Seventh Avenue, 31st Floor
         New York, New York 10019

         Attn.: Jeffrey Stufsky
         Managing Director
         Facsimile: 212-841-2052

11.      WAIVERS AND AMENDMENTS

         This BNPP Engagement Letter reflects the terms of the Engagement
         between BNPP and Crystallex and supercedes all other drafts,
         correspondence, and communication that have taken place between or
         among BNPP and Crystallex. No waiver, amendment or other modification
         of this Engagement Letter agreement shall be effective unless in
         writing or in final documentation and signed by each party to be bound
         thereby.

12.      MISCELLANEOUS

         A notice or other communication under this agreement shall only be
         effective when received in writing. Any party may change its address
         details on giving notice to the other parties of the change. This
         agreement may only be varied in writing signed by each of the parties.


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13.      GOVERNING LAW

         THIS LETTER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
         WITH, THE LAWS OF THE PROVINCE OF ONTARIO. Each of BNPP and Crystallex
         hereby irrevocably waives all right to trial by jury in any action,
         proceeding or counterclaim (whether based upon contract, tort or
         otherwise) arising out of or related to the Engagement of BNPP pursuant
         to, or the performance of BNPP of the services contemplated by this
         Engagement Letter.

         Crystallex hereby irrevocably submits, for itself and its property, to
         the nonexclusive jurisdiction of any Ontario court, and any appellate
         court thereof, in any action or proceeding arising out of or relating
         to this Engagement Letter and irrevocably and unconditionally agrees
         that all claims in respect of such action or proceeding may be heard
         and determined in any such Ontario court to the extent permitted by
         law. Crystallex hereby irrevocably agrees that service of copies of the
         summons and complaint and any other process which may be served in any
         such action or proceeding in any such Ontario Court may be made by
         mailing or delivering a copy thereof to Crystallex at Crystallex's
         address above.

         The parties agree that nothing in this paragraph shall affect its right
         to serve legal process in any other manner permitted by law or affect
         its right to bring any action or proceeding against the other party or
         its property in the courts of other jurisdictions. Crystallex agrees
         that a final judgement in any action or proceeding under this paragraph
         shall be conclusive and may be enforced in other jurisdictions by suit
         on the judgement or in any other manner provided by law.

         Crystallex irrevocably and unconditionally waives, to the fullest
         extent it may legally and effectively do so, any objection that it may
         now or hereafter have to the laying of venue of any suit, action or
         proceeding arising out of or relating to this Engagement Letter in any
         Ontario Court. Crystallex hereby irrevocably waives, to the fullest
         extent permitted by law, the defense of an inconvenient forum to the
         maintenance of such action or proceeding in any such court.


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         Please evidence Crystallex's acceptance of the provisions of this
         Engagement Letter by signing the enclosed copy of this Engagement
         Letter agreement and returning it to Jeffrey Stufsky, BNP Paribas, 787
         Seventh Avenue, 31st Floor, New York, New York 10019, on or before 5:00
         p.m. (New York time) on March 1, 2004, at which time the offer for
         services hereunder will expire (unless earlier accepted).

         Delivery of an executed copy by facsimile (to Jeffrey Stufsky or Matt
         Lewis at 212-841- 205 2) shall be effective as delivery of a manually
         executed agreement.

Yours faithfully

/s/ Jeff Stufsky                    04/05/04
.............................................
For and on behalf of
BNP PARIBAS





/s/ Dan Cozine M.D.
.............................................
For and on behalf of
BNP PARIBAS


Agreed and accepted for and on behalf of CRYSTALLEX INTERNATIONAL CORPORATION


/s/ Todd Bruce
.............................................
Name: JT Bruce
Position: President and CEO
Date: April 18, 2004


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Appendix A: Work Plan

COMPONENT 1

Primary Focus:

        PHASE A
        -------

        Review available Project information, establish Sponsor goals, assist in
        finalization of feasibility study protocol, comment on work plan
        execution effectiveness, and help assess development results to-date and
        their impact on the Transaction. Establish an initial time line.

        PHASE B
        -------

        Initial review of available agreements and help in identifying key
        financing issues and critical path items.

        PHASE C
        -------

        Help in initial preparation of a preliminary cash flow model,
        quantification of financing requirements and acceptable leverage,
        respectively.

        Phase A Parameters
        ------------------

        o     Provide a view or opinion of the consultants being considered for
              retention by Crystallex on its own behalf,

        o     Assess development results and progress toward preparation of a
              "bankable" feasibility study (the "Feasibility Study"). Assist the
              Sponsor in its establishment of a work plan and the underlying
              contents designed to achieve a Feasibility Study in the most
              timely and cost efficient manner,

        o     Provide comments regarding the application of the Equator
              Principles, i.e. social and environmental impact, to the Project,
              with the intent that development work accurately reflect new
              international standards,

        o     Make recommendations regarding Crystallex's choice of contractors
              and terms of their engagement, including with respect to relative
              pricing and commercial advantages/restrictions, to best match
              established goals and to help ensure acceptable results for
              integration with the debt facility and acceptance in the debt
              market, and

        o     Help formulate initial time line with an emphasis on identifying
              critical path items.

        Phase B Parameters
        ------------------

        o     Provide initial and ongoing input to help the Sponsor achieve
              "bankable" major project agreements (such as the form and
              substance of the project construction contract - EPC as well as
              key supply contracts),

        o     Commence review of legal, security and tax issues, including a
              focus on whether modifications to existing agreements, licenses
              and permits (ownership, operating) are necessary or whether new
              agreements, licenses and/or permits are needed, with a particular
              focus on the Mining Operating Agreement (MOC) and any
              modifications that might be required to address debt financing
              requirements,


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<PAGE>

        o     Assistance in identification of key political risks associated
              with construction and operation of the Project, and outlining of
              methods to mitigate such risk to address the objectives of the
              Sponsor and lenders. This will include consultation with political
              risk providers (private insurers, agencies) to ascertain the
              available capacity and cost of political risk insurance ("PRI").
              Such coverage is expected to be required for the financing. BNPP
              to comment on lender market acceptance of various types of
              coverage and providers, respectively, and

        o     Establish a timeline that highlights critical path items in
              support of the Sponsor proceeding with Project development and
              hence initiating the process of obtaining and closing the
              requisite financing in a time and cost efficient manner.

        PHASE C PARAMETERS
        ------------------

        o     Create or, as appropriate, review and modify Crystallex's
              financial model (the "Financial Model") of Cristinas in support of
              the Transaction, including analysis of maximum debt capacity. The
              Financial Model will be prepared so that it can be used (if
              appropriate) in the syndication of any bank facility for the
              Project and as an ongoing performance measurement tool,

        o     Help quantify financing requirements and commence review of market
              conditions,

        o     Help develop an optimal funding structure that may combine the use
              of senior, subordinated, and various other debt products and
              equity. This exercise will be carried out with the main objective
              of minimizing Crystallex's equity contribution,

        o     Make recommendations in relation to development of a risk
              management strategy for metal price, currency, and interest rate
              exposure, and

        o     Begin discussions and work on formulation of a summary, indicative
              term sheet.

        COMPONENT 2 (if decision to proceed with the Transaction is reached by
                    Crystallex at the end of Component 1)

        Primary Focus:

               PHASE A
               -------

               Support finalization of the Feasibility Study and related
               technical matters.

               PHASE B
               -------

               Address financing issues, including key contract and agreements,
               and evaluate market conditions for financing alternatives in more
               rigorous fashion based on more detailed information.

               PHASE C
               -------

               Help advance the detailed cash flow model (inputs) and the view
               of likely funding sources. Update the time line.


                                                                              12
<PAGE>

               PHASE D
               -------

               Consideration could be given to retention of various independent
               consultants to further guide BNPP on select matters and possibly
               on behalf of lenders.

        Phase A Parameters
        ------------------

               Review and provide comments on Project development plan and
               consultant reports to help ensure the form and substance is
               satisfactory for lender review.

        Phase B Parameters
        ------------------

        o      Address the technical and financing issues and risks that are
               considered likely to arise or require assessment during the
               financing process in greater detail, which includes comparing and
               contrasting recent project financing transactions in mining and
               other industries, both in Venezuela and elsewhere as appropriate,
               to develop a bench marking system for comparison to the
               Transaction,

        o      Firm the view of the style and substance of required agreements
               to comprehensively address business and political risk matters,
               supporting the Sponsor's negotiations with counterparts with an
               eye to maximizing the terms of a debt financing facility,

        o      Provide advice in the selection of an EPCM contractor and
               regarding the terms of the contractor construction agreement, as
               well regarding the need for a possible foreign investment
               contract/stability agreement and its terms;

        o      Possibly conduct initial exploratory discussions with potential
               sources of finance (likely banks and agencies) to determine their
               attitude toward financing the Project in general and possibly
               under selected parameters,

        o      Help assess the individual and comparative merits or
               disadvantages of various funding sources in order to best
               maximize Transaction funding capacity and to minimize funding
               costs,

        o      Help Sponsor determine primary funding strategy and approach to
               the market, which could include consideration of a joint venture
               partner,

        o      Help advance formulation of a term sheet, and

        Phase C Parameters
        ------------------

        o      Advance work on detailed cash flow model including possible or
               likely funding sources and structures to account for or
               calculate:

               i)   Sponsor priorities,

               ii)  Firming base case cash flow model assumptions (e.g.
                    production, operating and capital costs, metal prices,
                    etc.),

               iii) Project financing requirements and debt capacity,


                                                                              13
<PAGE>

               iv)  Sensitivity of the Project to changes in critical variables
                    such as metals prices, interest rates, etc. and impact on
                    benchmark coverage ratios, and

               v)   Basic economics of Project and Sponsor return.

         o     Review risk management strategies for metal price, currency, and
               interest rate exposure,

         o     Begin and advance drafting of summary information memorandum in
               support of subsequent market sounding, and

         o     Update the time line.

        Phase D Parameters
        ------------------

        Possible Advisor retention of consultants to address select issues not
        covered by or in supplement to work prepared by or on behalf of
        Crystallex. Such consultants would be chosen on basis of qualifications
        to represent senior lenders. Determination to further retain consultants
        on behalf of lenders is subject to a variety of factors including the
        establishment of a lead arranger/underwriter selection strategy. Such
        retention by Advisor of independent consultants to represent lenders
        before selection of a lead arranger group is considered unlikely. BNPP
        agrees that prior to the appointment of any independent advisers or
        consultants it will discuss the need for and review the terms and
        conditions, and associated costs of such appointment with Crystallex to
        confirm that Crystallex approves of such appointment. Use of consultants
        would be sequenced for maximum benefit and minimum cost.

        o      Independent engineer ("IE") to address select technical issues on
               behalf of the Advisor and/or more broadly on behalf of lenders
               which would further result in the IF's compilation of an
               independent technical report for the purpose of evaluating the
               Project and Feasibility Study and its bankability. It is
               anticipated that early in Component 2, if not Component 1, BNPP
               (and possibly the IE) would make a site visit and meet with the
               Project and Sponsor management team and possibly with select
               Venezuelan authorities,

        o      Independent legal counsel ("Independent Counsel"), whether lead
               or local Venezuelan, to address select legal issues on behalf of
               the Advisor and/or more broadly on behalf of lenders through
               assessment of and comment on various agreements and structuring
               matters,

        o      Independent accounting consultant ("Independent Accountant") to
               address select issues on behalf of the Advisor and/or more
               broadly on behalf of lenders primarily related to Project tax
               matters and associated calculations,

        o      Independent insurance adviser ("IIA") to address select issues on
               behalf of the Advisor and/or more broadly on behalf of lenders
               review regarding Project construction and operating insurance
               coverage and its adequacy in support of the Transaction,


                                                                              14
<PAGE>

        o      Independent political risk consultant ("TPR") to address select
               issues on behalf of the Advisor and/or more broadly on behalf of
               lenders regarding country risk coverage capacity, terms and
               pricing along with establishment of the risk coverage structure,
               and

        o      Independent metal economist ("IIVIE") to address select issues on
               behalf of the Advisor and/or more broadly on behalf of lenders
               through the provision of a gold market review (i.e. price
               projection, Project cost curve analysis/bench marking within the
               industry) to support of cash flow analysis. Given market
               familiarity with gold and its homogenous nature, the need for
               such an independent review is considered unlikely at the current
               time.

        COMPONENT 3

         Primary Focus: Help develop final business and financing plan and
         market presentations.

        Parameters:
        -----------

        o      Help firm the cash flow model with respect to Project
               construction and operating inputs along with amount and key terms
               for debt (e.g., tenor),

        o      Help firm a detailed business and financing structure and plan to
               achieve overall project financing,

        o      Help firm a draft term sheet for sharing with prospective debt
               facility arranger/underwriters,

        o      Help finalize negotiations with counterparts on key contracts and
               agreements;

        o      Finalize an information memorandum and tendering process for
               selection of debt arrangers/underwriters,

        o      Help formulate and distribute Information Memorandum to agreed
               upon debt arrangers/underwriters, and help assess formal feedback
               in context of institutional strengths, terms, conditions, cost
               and other relevant criteria,

        o      Assist Sponsor in selection and formulation of a lead arranger
               group, aiding in loan documentation negotiations and closing
               process, and

        o      Update time line through to debt facility closing and first draw
               down.

        NOTE: More broadly, help to firm or finalize open points from previous
              components.


                                                                              15
<PAGE>

APPENDIX B: HIGHLIGHTED FINANCIAL MARKET CONSIDERATIONS FOR LAS CRISTINAS GOLD
            PROJECT

In determining the Project's financeability and in formulating an appropriate
financing structure it is important to anticipate and address issues that the
financing market is likely to focus closely on. The following may be the most
relevant for debt financing Cristinas.

A.   Construction Phase
     ------------------

o    Adequacy of liquidity and its uses and availability in support of
     Crystallex' s completion guarantee ("Guarantor Liquidity") to address
     possible cost overruns and start-up delays through passage of an agreed
     completion test, and

o    In further support of the Sponsor's completion guarantee, possible
     reduction in the amount of Guarantor Liquidity and in meeting required
     completion test criteria, an assessment of contractor strength, fixed price
     components in construction budget, milestone dates, and contingencies and
     remedies should project fail to reach performance specifications as a
     result of technical, engineering, construction, or other difficulties.

B.   Operating Phase
     ---------------

o    Establishment of completion testing criteria and verification process,

o    Establishment of required cash collateral balances (e.g. debt-service
     reserve account), uses, and timing of funding,

o    Possible excess cash flow sharing mechanism between the Sponsor and senior
     lenders and possible requirement for hedging (metal, interest rates)
     (condition precedent),

o    Level of reserve and production coverage, and

o    Projected impact of operating cost escalation and exchange and interest
     rate changes.

C.   Security Package
     ----------------

o    Acceptability of the Mining Operating Agreement with the CVG and the
     adequacy of senior security interests in Project assets, including amongst
     possibly different lender groups or classes,

o    Offshore account structure to reduce country risk, and

o    Agreements including inter-creditor agreements.

D.   General
     -------

o    Independent technical sign-off on feasibility study/business plan and
     ongoing monitoring/ certification protocol.

o    IE confirmation that the Project meets international (Equator Principles)
     and local social and environmental standards,

o    Country risk mitigation via facility structure (e.g. offshore accounts) and
     political risk insurance,

o    Additions to Crystallex's Board of Directors and senior operating team,

o    Legal confirmation of rights to the Project and execution of all requisite
     approvals, licenses and agreements with appropriate authorizations,
     possibly including a foreign investment contract that wraps various
     features into a single agreement against which a security can be filed by
     senior lenders.


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