EXHIBIT 12.4





Mr. Robert A. Fung                                              January 1, 2004
49 Edenbrook Hill,
Toronto, Ontario,
M9A 4A1

Dear Bob:

On behalf of the Board of Crystallex International Corporation, I am pleased to
confirm the terms of your appointment as Chairman of the Board of Directors of
the Company. The terms of appointment will be effective January 1, 2004. Your
continued appointment is, of course, conditional upon your election as a
Director of the Company at its Annual General Meeting each year, and your
appointment as Chairman by the newly elected Board of Directors subsequent to
the Annual General Meeting.

This letter summarizes the scope and accountability of the position and the
related terms and conditions of your appointment.

I       SCOPE AND ACCOUNTABILITY
        ------------------------

It is our intention that, as Chairman of the Board, you will provide leadership
to the Board in discharging its responsibilities and will be responsible for the
day to day management of the activities of the Board, including facilitating the
delivery of accurate, timely and clear information to the Board to enable the
Board to successfully carry out its activities. A more detailed description of
your activities and responsibilities is attached as Schedule A to this letter.

II      COMPENSATION
        ------------

Your annual compensation will be Cdn $180,000 payable monthly in arrears. As
long as you remain Chairman, your compensation will be reviewed annually on or
about November 30 with adjustments effective on January 1 of the following year.

Unless otherwise determined by the Board, you will receive a minimum annual
bonus of US$100,000, and you will be eligible for an additional annual bonus,
based upon performance, in the discretion of the Board.


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You will not receive additional compensation for acting as a Director of the
Company; however, you will continue to receive share options on an annual basis,
as determined by Board policy, reflecting your participation on the Board and on
Board committees.

You will be eligible to participate in the Company share option incentive plan.
Option grants are at the discretion of the Board upon the recommendation of the
Compensation Committee. Options, other than to Directors as noted above, are
generally received at the end of the fiscal year.

You are considered an insider of the Company, and you are required to complete
requisite insider filings with appropriate regulatory agencies. Filings are
required within ten days of the grant or exercise of any options and the sale or
purchase of shares of the Company.

III     CHANGE IN CONTROL PROTECTION
        ----------------------------

It is recognized that the possibility of a sale or change in control of the
Company exists, and there is a desire to take those steps necessary to reinforce
and encourage your continued attention and undistracted dedication to managing
the activities of the Board, continued attention to your designated
responsibilities and continued commitment to insuring that the Company acts in
the best interests of Crystallex shareholders.

In the event of takeover of the Company resulting in effective change in
control, or the sale of the Company or substantially all of its assets, which
results in the termination of your appointment as Chairman, termination benefits
will include:

     o  A lump sum payment equal to 3 times your annual compensation as at the
        time of change in control or sale including the minimum bonus as above
        provided. This payments will be made within 30 business days of the date
        of termination of your appointment.

     o  Any other payment made generally to Directors of the Company.


IV      GENERAL
        -------

During your employment with Crystallex International Corporation, or at any time
thereafter, you shall not divulge, communicate or use any confidential
information which you may have access to or otherwise receive or obtain in
relation to the affairs of the Company or any of its subsidiaries, related
companies of affiliated entities. Confidentiality is of utmost importance to our
Company in an obviously highly regulated environment. Breach of


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confidentiality will be considered cause for immediate dismissal from the
Board. Your convenant of confidentiality will survive such dismissal.

It is understood that your appointment will involve significant travel in
Venezuela and other countries and you will be required to make all necessary
passport and visa arrangements as well as necessary immunizations.

By signing and returning a copy of this letter, you agree to all of the
conditions noted above and you agree to become familiar with, and abide by, all
Company policies regarding business conduct, disclosure, securities trading,
operating procedures and health and safety throughout the term of your
appointment.

Bob, on behalf of the Board, I thank you for your leadership to date and
sincerely look forward to your continuing guidance. I am sure that the Company
will benefit enormously from your wealth of experience.



Yours very truly,


/s/ Harry J. Near
-------------------------------
Harry J. Near
Chairman, Nominating and Compensation Committee
Crystallex International Corporation


Accepted and agreed this 30 day of April, 2004.


/s/ Robert A. Fung
-----------------------------
Robert A. Fung


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                              POSITION DESCRIPTION



TITLE:         CHAIR OF THE BOARD
               CRYSTALLEX INTERNATIONAL CORPORATION

REPORTS TO:    BOARD OF DIRECTORS

o  leads the Board.

o  responsible for the day-to-day management of the activities of the Board

   -  schedules and sets the agenda for Board meetings with input from the Lead
      Director and other Directors and from the Chief Executive Officer and
      other senior management as appropriate

   -  arranges for senior management and others to attend Board meetings as
      appropriate

   -  facilitates the delivery of accurate, timely and clear information to the
      Board to enable the Board to successfully carry out its responsibilities

   -  assists the chairs of Board committees in developing agendas for Board
      committee meetings that will enable the Board committees to successfully
      carry out their responsibilities

   -  coordinates the activities of Board committees with the activities of the
      Board

   -  assigns tasks to other Directors and Board committees

   -  chairs Board meetings other than separate meetings of the independent
      Directors.

o  schedules, sets the agenda for and chairs meetings of shareholders.

o  maintains an active and cooperative relationship with the Chief Executive
   Officer and other senior management.

o  acts as the principal interface between the Board and the Chief Executive
   Officer.

o  provides advice and counsel to the Chief Executive Officer and other senior
   management.

o  together with the Chief Executive Officer, speaks for the Corporation in its
   dealings with shareholders and the public.

o  performs such other functions as may reasonably be requested by the Board.


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