EXHIBIT 12.8

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         ENGINEERING, PROCUREMENT AND CONSTRUCTION MANAGEMENT AGREEMENT


                             (LAS CRISTINAS PROJECT)

                           ENTERED INTO BY AND BETWEEN

                      CRYSTALLEX INTERNATIONAL CORPORATION

                             A CANADIAN CORPORATION

                                       AND

                      SNC-LAVALIN ENGINEERS & CONSTRUCTORS

                             A CANADIAN CORPORATION

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Engineering, Procurement And
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                                TABLE OF CONTENTS

        Recitals...............................................................1
        Agreement..............................................................1

ARTICLE 1       ENGINEERING CONSULTANT'S GENERAL RESPONSIBILITIES..............2

        1.1     Contract Services and Documents................................2
        1.2     Scope of EPCM Services and Work................................2
        1.3     Engineering Consultant's Responsibilities......................3
        1.4     Independent Contractor Status..................................3
        1.5     Owner's Right to Control and Direct Engineering
                Consultant, and Engineering; Consultant's Status
                as Limited Agent of Owner......................................3
        1.6     Project Control Budget.........................................3
        1.7     Project Control Schedule.......................................3
        1.8     Prior Services of Engineering Consultant.......................4

ARTICLE 2       PROJECT MANAGEMENT AND CONTROL SERVICES........................4

        2.1     Owner's Objectives.............................................4
        2.2     Project Procedures Manual......................................4
        2.3     Scope Change Orders............................................5
        2.4     Field Work Orders..............................................5
        2.5     Requests for Change............................................5

ARTICLE 3       ENGINEERING SERVICES...........................................6

        3.1     Conceptual and Detailed Designs................................6
        3.2     Engineering Drawings and Specifications........................6
        3.3     Owner's Right to Review and Approve............................6
        3.4     Time Allowed for Review........................................6
        3.5     No Liability of Owner for Review or Approval...................7
        3.6     Copies of Final Construction Drawings..........................7
        3.7     As-Built and Surveys...........................................7
        3.8     Spare Parts Lists..............................................7
        3.9     Ownership of Design Materials..................................7
        3.10    Use of Design Materials by Owner...............................7

ARTICLE 4       INSPECTION AND EXPEDITING......................................8

        4.1     Engineering Consultant Agent of Owner as to

                Procurement of Materials.......................................8
        4.2     Engineering Consultant Responsible for Materials Procurement...8
        4.3     On-Time Arrivals...............................................8
        4.4     Administration of Purchase Orders Furnished by Owner...........8


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        4.5     Owner's Title Only Upon Delivery and Risk of Loss..............8
        4.6     Inspection Reports.............................................9
        4.7     Competitive Bidding............................................9
        4.8     Warranties From Suppliers......................................9
        4.9     Owner's Right to Approve Suppliers.............................9
        4.10    Review of Bids and Proposals...................................9
        4.11    Used Materials................................................10
        4.12    Unused Materials to Remain Property of Owner..................10

ARTICLE 5       CONSTRUCTION MANAGEMENT SERVICES..............................10

        5.1     Engineering Consultant to Act as Owner's Agent................10
        5.2     Duty of Competent Supervision.................................10
        5.3     Temporary Buildings...........................................10
        5.4     Permits.......................................................10
        5.5     Quotations....................................................11
        5.6     Review of Bids and Proposals..................................11
        5.7     Duty to Supervise Other Contractors and Subcontractors........11
        5.8     Reimbursable Construction Contracts...........................11
        5.9     Invoice Verification..........................................11
        5.10    Construction Equipment........................................12
        5.11    Equipment Supply Sources......................................12
        5.12    Tools and Construction Equipment..............................12
        5.13    Condition of Construction Tools and Equipment.................12
        5.14    Unsafe Tools or Equipment.....................................12
        5.15    Tool and Equipment Rental Agreements..........................12
        5.16    Motor Vehicles................................................13
        5.17    Testing Procedures............................................13
        5.18    Construction Contractors' Warranties..........................13
        5.19    Owner's Right to Approve Construction Contracts...............13
        5.20    Audit Rights..................................................13
        5.21    Owner's Right to Approve Subcontracts.........................13

ARTICLE 6       WORK TO BE PERFORMED BY OWNER.................................14

        6.1     Owner's Responsibilities......................................14
        6.2     Review of Data................................................14

ARTICLE 7       PAYMENTS TO ENGINEERING CONSULTANT OR FOR ENGINEERING
                CONSULTANT'S BENEFIT..........................................14

        7.1     Contract Price................................................14

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        7.2     Disputed Invoices.............................................14
        7.3     Changes in Hourly Rates.......................................15
        7.4     Discounts and Rebates to Benefit Owner........................15
        7.5     Retention Bond................................................15

ARTICLE 8       MILESTONE AND INCENTIVE PROGRAM...............................16

        8.1     Milestone Dates...............................................16
        8.2     Definition of Mechanical Completion...........................16
        8.3     Definition of Pre-Operational Testing.........................17
        8.4     Definition of Start-Up........................................17
        8.5     Definition of 100% Throughput.................................17
        8.6     Mechanical Completion Incentive or Penalty....................17
        8.7     Waiver of Penalties...........................................18
        8.8     Budget Incentive or Penalty...................................18
        8.9     Limitation....................................................18
        8.10    Payment of Bonus Amounts......................................18
        8.11    No Process Performance Guaranty...............................18

ARTICLE 9       ACCOUNTING AND PAYMENT PROCEDURES.............................19

        9.1     Monthly Estimates of Chargeable Costs.........................19
        9.2     Payment Procedures............................................19
        9.3     Payment and Review of Engineering Consultant's Invoices.......20
        9.4     Owner's Right of Offset.......................................20
        9.5     Proof of Actual Payment to Workers and Payment of
                Associated Taxes..............................................20
        9.6     Notification of Owner.........................................20
        9.7     Acceptance by Owner...........................................21
        9.8     Final Payment to Engineering Consultant.......................21
        9.9     Method of Accounting..........................................21
        9.10    Inspection by Owner...........................................22
        9.11    Final Cost Breakdown..........................................22
        9.12    Value Added Tax (VAT).........................................22

ARTICLE 10      COMPLIANCE WITH LAW...........................................22

        10.1    Definition of Law.............................................22
        10.2    Required Compliance with Applicable Laws......................22
        10.3    Negotiations with Governmental Authorities....................22

ARTICLE 11      ENGINEERING CONSULTANT'S PERSONNEL............................23

        11.1    Personnel.....................................................23
        11.2    Approved Organization Chart...................................23


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        11.3    Owner's Right of Approval.....................................23
        11.4    Continuity of Approved Personnel..............................23
        11.5    Employment Rules and Regulations..............................24
        11.6    Employee Access to Site.......................................24
        11.7    Owner Not Employer of Engineering Consultant's Personnel......24

ARTICLE 12      SITE CONDITIONS...............................................24

        12.1    Rights of Others..............................................24
        12.2    Clean Up of Site..............................................24

ARTICLE 13      SAFETY........................................................24

        13.1    Safety Programs...............................................24
        13.2    Accident Reports..............................................24

ARTICLE 14      OWNER'S AND ENGINEERING CONSULTANT'S REPRESENTATIVES..........25

        14.1    Representative of Owner.......................................25
        14.2    Representative of Engineering Consultant......................25

ARTICLE 15      SUPERVISION OF CONSTRUCTION CONTRACTORS.......................25

ARTICLE 16      WARRANTIES OF WORKMANSHIP AND MATERIALS.......................25

        16.1    Standard of Care..............................................25
        16.2    Defective EPCM Services.......................................26
        16.3    Construction Contractors......................................26
        16.4    Responsibility for Cost of Repair.............................26
        16.5    Failure to Perform............................................26

ARTICLE 17      INSPECTION....................................................26

ARTICLE 18      PATENTS.......................................................27

ARTICLE 19      TERMINATION OF THE WORK.......................................27

        19.1    Owner's Rights of Suspension or Termination...................27
        19.2    Engineering Consultant's Right to Payment in the Event
                of Suspension or Termination..................................27
        19.3    Full Ownership in Owner.......................................28
        19.4    Engineering Consultant's Right to Terminate...................28
        19.5    Engineering Completion........................................28

ARTICLE 20      LIMITATIONS OF LIABILITY......................................28

        20.1    Limitation....................................................28
        20.2    Engineering Consultant's Liability for Third Party Claims.....28
        20.3    Owner's Liability for Third Party Claims......................29
        20.4    Owner's Right to Recover Insurance Proceeds...................29
        20.5    Compliance With All Applicable Laws...........................29


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ARTICLE 21      INSURANCE.....................................................30

        21.1    Coverage to be Provided by Engineering Consultant.............30
        21.2    Coverage to be Provided by Owner..............................31
        21.3    Terms of Coverage.............................................31
        21.4    Prior Approval................................................32
        21.5    Coverage Not a Limitation.....................................32

ARTICLE 22      GENERAL PROVISIONS............................................32

        22.1    Mining Terms..................................................32
        22.2    Default and Opportunity to Cure...............................32
        22.3    Costs and Fees................................................32
        22.4    Waiver........................................................33
        22.5    Termination...................................................33
        22.6    Use of Airplane...............................................33
        22.7    Notices.......................................................34
        22.8    Interpretation and Time.......................................35
        22.9    Cooperation with Lenders......................................35
        22.10   Successors and Assigns........................................35
        22.11   No Partnership, No Third-Party Beneficiaries..................37
        22.12   Entire Agreement..............................................37
        22.13   Further Assurances............................................37
        22.14   Incorporation of Appendices...................................37
        22.15   Governing Law.................................................37
        22.16   Resolution of Disputes........................................37
        22.17   Multi-Party Disputes..........................................39
        22.18   Severability..................................................40
        22.19   Force Majeure.................................................40
        22.20   Confidentiality...............................................41
        22.21   FCPA/CFPOA....................................................41


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                          ENGINEERING, PROCUREMENT AND

                        CONSTRUCTION MANAGEMENT AGREEMENT

                             (LAS CRISTINAS PROJECT)

The ENGINEERING, PROCUREMENT AND CONSTRUCTION MANAGEMENT AGREEMENT (this
"Agreement") is made and entered into on the dates set forth below, to be
effective as of February 2, 2004, by and between CRYSTALLEX INTERNATIONAL
CORPORATION, a Canadian corporation, ("Owner") and SNC-Lavalin Engineers &
Constructors Inc., a Canadian corporation, "Engineering Consultant". Owner and
Engineering Consultant are referred to collectively herein as the "Parties" and
sometimes individually as "Party".

                                    RECITALS

A.   Owner desires to construct a 20,000 tpd gold processing facility, together
     with related and necessary and appurtenant facilities (collectively, the
     "Las Cristinas Facility" or the "Project"). The site of the Project is
     referred to herein as the "Site".

B.   Owner wishes to hire Engineering Consultant, and Engineering Consultant is
     willing to be hired by Owner, to provide project management and control,
     engineering, procurement and construction management services associated
     with the design and construction of the Las Cristinas Facility. Engineering
     Consultant will assist Owner in obtaining all environmental permits or
     other activities necessary to construct and operate the Project.

C.   Engineering Consultant hereby represents to Owner (i) that Engineering
     Consultant is ready, willing and able to perform its obligations as
     contemplated in this Agreement, (ii) that Engineering Consultant has
     visited and studied the Site and the area surrounding the Site, (iii) that
     Engineering Consultant is familiar with the same and with the Project and
     all activities required to assist Owner and provide services to Owner as
     provided in this Agreement and (iv) that Engineering Consultant is prepared
     to assume its obligations under this Agreement in light of such familiarity
     and knowledge of the Project and the Site and the surrounding area.

D.   All dollar or other monetary amounts referred to in this Agreement are in
     Canadian dollars.

                                    AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and
for other good and valuable consideration, the sufficiency and receipt of all of
which are hereby acknowledged, the Parties hereby agree as follows:

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                                   ARTICLE 1
               ENGINEERING CONSULTANT'S GENERAL RESPONSIBILITIES

         1.1 Contract Services and Documents. Engineering Consultant shall
furnish, subject to the conditions and exceptions hereinafter noted, sufficient
and competent supervision and personnel, project management and control
services, engineering services, procurement services, and construction
management services, required for the Project and shall design and procure
machinery, equipment, and supplies for and manage construction of the Project as
described in Appendix B, attached hereto. The work and other activities needed
to construct the entire Project are referred to collectively herein as the
"Work." The services that Engineering Consultant shall provide to Owner under
this Agreement are referred to herein as the "EPCM Services." The EPCM Services
shall be provided to Owner for the purpose of assisting Owner in completing the
Work for the entire Project, as described in Appendix B. The EPCM Services will
be performed at the Site and in Engineering Consultant's offices and at
locations away from the Site. When Construction Contractors (defined in Section
5.7 below) are hired or engaged to complete any portion of the work, they shall
be hired pursuant to contracts (referred to herein as "Construction Contracts"
that are further defined in Section 5.7 below), containing terms and conditions
agreed upon in advance by Engineering Consultant and Owner that are consistent
with the requirements of this Agreement which includes the following documents:

Appendix A   Schedule of Reimbursable Costs

Appendix B   Scope of EPCM Services and Work

Appendix C   [purposefully omitted]

Appendix D   Electronic Format of Document

Appendix E   Feasibility Report

Appendix F   Project Budget

Appendix G   Project Schedule

The provisions of this Agreement shall be included in all Construction Contracts
to the extent applicable unless otherwise approved by Owner. Engineering
Consultant shall provide supervision and management of its own personnel, as
provided above, and also shall supervise, coordinate and inspect the work of all
Construction Contractors.

         1.2 Scope of EPCM Services and Work. Appendix B attached hereto is a
description of the EPCM Services and the Work that Engineering Consultant is to
perform and/or assist Owner in accomplishing. The Parties recognize that
completion of the Project may involve other tasks, for which Owner and possibly
other parties will be responsible, in addition to the Work described in Appendix
B.

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         1.3 Engineering Consultant's Responsibilities. Engineering Consultant
shall perform or cause to be performed all EPCM Services in accordance with the
terms and conditions of this Agreement and the applicable Scope Change Orders,
and Field Work Orders (see definitions of these terms below), all in accordance
with the standards of care and diligence practiced by recognized international
engineering and construction firms in performing work of a similar nature, using
its best skills, knowledge and expertise.

         1.4 Independent Contractor Status. Engineering Consultant and all of
its employees, representatives and subcontractors, if any, shall all be
independent contractors of Owner in the performance of their respective services
under this Agreement, except procurement and construction management services,
described in Article 1.5 below. Engineering Consultant shall have complete
charge of its personnel engaged in the performance of said services except as
may be otherwise provided in this Agreement. Engineering Consultant shall
perform such services in accordance with its own or agreed upon methods, subject
to compliance with the provisions of this Agreement, and in accordance with
specification, schedules and drawings that are approved by Owner and in
accordance with all other applicable laws and regulations.

         1.5 Owner's Right to Control and Direct Engineering Consultant, and
Engineering; Consultant's Status as Limited Agent of Owner. As respects
performance of its procurement and construction management services, as defined
herein, Engineering Consultant shall at all times be and act subject to the
direction and control of Owner as Owner's authorized limited agent. By "limited
agent" the Parties mean that Engineering Consultant shall have authority to
represent and act for Owner only as provided in this Agreement. Engineering
Consultant, however, will maintain direct supervision and complete charge and
control of and responsibility for its personnel in the performance of these
services.

         1.6 Project Control Budget. Appendix F attached hereto, the Project
Budget, has been prepared by Engineering Consultant in conjunction with the
Feasibility Report (Appendix E). A "Project Control Budget" shall be produced by
Engineering Consultant during the 60-day Project Definition Phase, as described
in Appendix B, and agreed with Owner. The Project Control Budget will constitute
a comprehensive budget for accomplishing the Work and the Project, itemized in
detail and by area and package. The Project Control Budget shall be subject to
change only as provided in this Agreement. The Project Control Budget will be
the benchmark for the Budget Incentive or Penalty calculations outlined in
Article 8.8.

         1.7 Project Control Schedule. Appendix G attached hereto, the Project
Schedule, has been prepared by Engineering Consultant in conjunction with the
Feasibility Report (Appendix E). A "Project Control Schedule" shall be produced
by Engineering Consultant during the 60-day Project Definition Phase, as
described in Appendix B, and agreed with Owner. The Project Control Schedule
will constitute a comprehensive schedule for accomplishing the Work and the
Project, itemized in detail and by category and including times lines, critical
path analyses and other details as required by Owner, all consistent with the
provisions of this Agreement. The Project

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Control Schedule shall be subject to change only as provided in this Agreement.
The Project Control Schedule will be the benchmark for the Mechanical Completion
Incentive or Penalty calculations outlined in Article 8.6.

         1.8 Prior Service of Engineering Consultant. Any services provided by
Engineering Consultant to Owner prior to the effective date of this Agreement,
that relate to the Project, shall be deemed to be EPCM Services, and shall be
governed by and subject to this Agreement. In the event of any conflict between
the provisions of this Agreement and any printed terms and conditions contained
in any purchase orders, work orders, or other documents issued by Owner to
Engineering Consultant with respect to the EPCM Services, this Agreement shall
govern.

                                    ARTICLE 2

                     PROJECT MANAGEMENT AND CONTROL SERVICES

         2.1 Owner's Objectives. Engineering Consultant shall use all reasonable
efforts to manage and control the Project so as to meet Owner's objectives that
the Project be constructed within the Project Control Budget and according to
the Project Control Schedule. Engineering Consultant shall use all reasonable
efforts to cause the Project to perform at design capacities, to achieve
acceptable gold recoveries and to operate at acceptable efficiencies for the
life of the Project. Engineering Consultant shall cause the Project to be
constructed in accordance with and subject to the provisions of this Agreement
and the objectives of Owner. To these ends, Engineering Consultant shall provide
estimating, budgeting, planning and scheduling, cost control, quality assurance,
document management, disbursement, and cost accounting services to Owner in
order to accomplish the Work as described above. Engineering Consultant shall
report regularly in a form and manner satisfactory to Owner and keep Owner well
informed of the status of the Project, completion of the Work, conformity with
the Project Control Schedule and Project Control Budget, and the estimated cost
and schedule to completion. Engineering Consultant shall advise Owner
immediately of any circumstances or conditions that might adversely affect the
Project Control Budget or the Project Control Schedule or that might otherwise
materially interfere with the accomplishment of Owner's objectives.

         2.2 Project Procedures Manual. A "Project Procedures Manual" shall be
prepared by Engineering Consultant. The Project Procedures Manual shall describe
and provide procedures for billing, design, approval, equipment ordering and
invoicing procedures for the Project and for completion of the Work. The Project
Procedures Manual may be changed or amended by the Parties from time to time
only with Owner's prior written approval for substantive changes. In the event
of any conflict between the terms of the Project Procedures Manual and this
Agreement, the terms of this Agreement shall control.

         2.3 Scope Change Orders. Owner shall have the right at any time while
the Work is in progress to order changes in, reductions of, or additions to the
Work or the EPCM Services. Engineering Consultant shall be entitled to propose
changes in, reductions of, or additions to the Work or the EPCM Services. Any
such changes,


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reductions, or additions shall in no way affect the rights or obligations of the
Parties hereunder, except as provided in this Agreement. Each change in,
reduction of or addition to the Work or the EPCM Services that is ordered by
Owner's representative or that is proposed by Engineering Consultant's
representative and accepted and approved by Owner is referred to herein as a
"Scope Change Order." All Scope Change Orders shall be authorized in advance in
writing by Owner and accepted by Engineering Consultant. Unless otherwise agreed
in writing, the provisions of this Agreement shall apply to all changes in the
Work or the EPCM Services resulting from Scope Change Orders. Engineering
Consultant and Owner shall agree on any adjustments to the Project Control
Budget or the Project Control Schedule resulting from a Scope Change Order when
the Scope Change Order becomes effective, as evidenced by the signatures thereon
of both Owner and Engineering Consultant. Scope Change Orders may increase the
Project Control Budget, decrease it, or leave it unchanged.

         2.4 Field Work Orders. Owner's or Engineering Consultant's
representatives who are located at the Site shall also have the right at any
time, while the Work is in progress, to order, in the case of Owner's
representative, or to propose, in the case of Engineering Consultant's
representative, changes in, reductions of, or additions to the Work or the EPCM
Services if necessitated by circumstances or conditions existing at the Site.
Any such changes, reductions, or additions shall in no way affect the rights or
obligations of the Parties hereunder, except as provided in this Agreement. Each
change in, reduction of, or addition to the Work or the EPCM Services that is
ordered by Owner's representative at the Site or proposed by Engineering
Consultant's representatives at the Site and accepted and approved by Owner is
referred to herein as a "Field Work Order." All Field Work Orders shall be
authorized in advance in writing by Owner and accepted by Engineering
Consultant. Unless otherwise agreed in writing, the provisions of this Agreement
shall apply to all changes in the Work or the EPCM Services resulting from Field
Work Orders. Engineering Consultant and Owner shall agree on any adjustments to
the forecasted Project Control Budget or the Project Control Schedule resulting
from a Field Work Order when the Field Work Order becomes effective, as
evidenced by the signatures thereon of both Owner and Engineering Consultant.
Field Work Orders shall not change the Project Control Budget, unless agreed
otherwise in advance by Owner.

         2.5 Requests for Change. Prior to (i) incurring expenditures in excess
of the amount provided for in the Project Control Budget or (ii) transferring
funds from the contingency category of the Project Control Budget to any other
category, or from any other category to the contingency category of the Project
Control Budget, Engineering Consultant shall notify Owner and request Owner's
approval in accordance with Request for Change ("RFC") procedures that are
provided for and established in the Project Procedures Manual. Such approval
must be reflected in a written RFC that is signed by Owner. No funds will be
made available to Engineering Consultant for any costs or expenses incurred by
Engineering Consultant which are in excess of the relevant element of the
Project Control Budget and which are not addressed in an RFC.

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                                    ARTICLE 3

                              ENGINEERING SERVICES

         3.1 Conceptual and Detailed Designs. Engineering Consultant shall
perform all basic and detailed engineering services necessary for the
construction of the Project, as set forth in the Scope of Work, including
preparation of conceptual and detailed designs, plans, specifications and
drawings, as may be required to describe and define the Work to be constructed.
Specifically, and without limitation, the engineering services to be performed
by Engineering Consultant shall be governed by the following provisions of this
Article 3.

         3.2 Engineering Drawings and Specifications. In accordance with the
Project Procedures Manual, Engineering Consultant shall furnish engineering
drawings necessary to define the intent and scope of the Work; Engineering
Consultant shall review shop drawings; and Engineering Consultant shall furnish
drawings necessary to illustrate the different parts of the Work in sufficient
detail to permit either its manufacture or construction. Engineering Consultant
shall provide Owner detailed specifications sufficient to permit manufacture or
construction of the Work or equipment or structures relating thereto, together
with accompanying detailed specifications to be sufficient to enable the
procuring of the materials and equipment. Engineering Consultant shall furnish
drawings and provide detailed specifications to satisfy the requirements of any
permitting applications to be filed by Owner in relation to the Work.

         3.3 Owner's Right to Review and Approve. Owner shall be entitled to
review and approve any and all of Engineering Consultant's drawings and other
design plans, assumptions and/or any other specifications pertaining to the
Work. This right of Owner shall be exercised more particularly during the early
stages of the design to ensure that Engineering Consultant's general design is
in keeping with Owner's needs and desires. Owner's review and/or approval of
drawings and designs shall not constitute or result in any representation by
Owners that the drawings or designs are correct, complete, accurate or
sufficient in any way.

         3.4 Time Allowed for Review. When drawings and other design plans,
assumptions and/or any other specifications pertaining to the Work are ready for
review, copies will be promptly transmitted to Owner's representative. Owner
shall notify Engineering Consultant of Owner's acceptance of such drawings or of
any disagreement with such drawings within ten (10) calendar days after receipt
thereof to the extent that ten days is a reasonable review time for Owner under
the circumstances. If Owner needs additional time for review, Owner will inform
Engineering Consultant and the Parties will mutually agree on the amount of
additional time needed by Owner to complete its review. If Owner has not
responded within ten (10) calendar days, Engineering Consultant shall notify
Owner in writing of Owner's failure to respond and the approval of Owner shall
be deemed to have occurred unless Owner responds in writing within five (5)
calendar days of the written notice.

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         3.5 No Liability of Owner for Review or Approval. No review or approval
by Owner of any document, budget, schedule, design, drawing, agreement or other
item relating to the Work in any way shall cause Owner to be responsible or
liable for the accuracy or contents of any such. Owner's rights to review and
approve under this Agreement shall be for the benefit of Owner only, and not for
any third party, nor shall it relieve Engineering Consultant of any of its
obligations under this Agreement.

         3.6 Copies of Final Construction Drawings. As Engineering Consultant's
drawings are released for fabrication or construction, Engineering Consultant
shall furnish Owner with copies of each final drawing. Engineering Consultant
shall furnish to Owner copies of details or working drawings, specifications or
other data prepared by Engineering Consultant, Construction Contractors or
suppliers under this Agreement.

         3.7 As-Built and Surveys. Engineering Consultant shall provide Owner
with "as built" drawings and surveys related to the Work in hard copy and
electronic format. By "as built" drawings, the Parties mean reproducible sets of
drawings that accurately depict portions of the Work and the Project as actually
constructed and completed.

         3.8 Spare Parts Lists. Recommended lists of spare parts for the
equipment shall be prepared or procured by Engineering Consultant and copies
forwarded to Owner as quickly as they become available, and in any event not
later than one month after an order is placed for the equipment to which the
spare parts relate.

         3.9 Ownership of Design Materials. All drawings, specifications and
other pertinent documents or instruments or computer files, in any format, paper
or electronic, prepared by Engineering Consultant pursuant to this Agreement
shall belong to Owner. Engineering Consultant shall have the right to retain one
(1) copy for its records.

         3.10 Use of Design Materials by Owner. Without the prior written
consent of Engineering Consultant, Owner shall not authorize third parties to
rely, in any engineering application or other work that is not part of the
Project or the Work, upon any drawings, specifications or other pertinent
documents or instruments or computer files, in any format, paper or electronic,
prepared by Engineering Consultant under this Agreement. Owner shall be free to
use any drawings, specifications or other pertinent documents or instruments or
computer files, in any format, paper or electronic, or concepts, techniques
and/or ideas contained in all such information in any other projects or for any
other purposes that Owner wishes, but Engineering Consultant shall have no
liability to Owner relating to such use or other purposes.

                                    ARTICLE 4

                            INSPECTION AND EXPEDITING

         4.1 Engineering Consultant Agent of Owner as to Procurement of
Materials. Owner hereby appoints Engineering Consultant as Owner's agent with
regard to the procurement of materials, equipment, supplies and facilities
required under this Agreement, which materials, equipment, supplies and
facilities shall be purchased by

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Engineering Consultant for, on behalf of, and in the name of Owner. Unless Owner
otherwise consents in writing in advance, Engineering Consultant shall exercise
its agency authority granted in the preceding sentence only to acquire
materials, equipment, supplies and other facilities or related services for
Owner for the prices in the Project Control Budget and on terms that are agreed
with Owner. In all dealings with Construction Contractors and any third parties
in any matters relating to the Work, Engineering Consultant shall comply with
all provisions of applicable laws and regulations, including, without
limitation, laws and regulations of the Republic of Venezuela.

         4.2 Engineering Consultant Responsible for Materials Procurement.
Engineering Consultant shall determine and then requisition and purchase or
otherwise arrange for the provision of all materials, equipment, facilities,
supplies, and construction tools and equipment, except as may be furnished by
Owner, required for the accomplishment of the Work. With regard to the
procurement of materials, equipment, supplies and facilities intended to become
a permanent part of the Work, Engineering Consultant shall purchase such
materials, equipment, supplies and facilities as limited agent for, and on
behalf of, and in the name of Owner on terms consistent with this Agreement and
acceptable to Owner. Engineering Consultants shall be responsible in accordance
with and to the extent provided in this Agreement for all aforesaid items being
furnished in accordance with the requirements of this Agreement.

         4.3 On-Time Arrivals. Engineering Consultant shall use all reasonable
efforts to ensure arrival on the Site of all items described in the preceding
paragraph in such time as to avoid any delay in the continuous prosecution of
the Work. Unless otherwise directed by Owner, Engineering Consultant shall make
sure that freight forwarder insurance or similar insurance has been purchased
and is in force for all items described in the preceding paragraph.

         4.4 Administration of Purchase Orders Furnished by Owner. For equipment
furnished by Owner to be incorporated in the Work, Engineering Consultant shall
assume responsibility for administration of any purchase order in connection
therewith, with respect to inspection, expediting and delivery, and the
resolution of technical problems relating to manufacture.

         4.5 Owner's Title Only Upon Delivery and Risk of Loss. Unless otherwise
directed by Owner in writing, Engineering Consultant shall cause title,
possession, control and risk of loss of all materials, equipment, supplies and
facilities procured by or through Engineering Consultant to remain in third
parties and not to pass or be deemed to pass to Owner until such materials,
equipment, supplies and facilities arrive at or are delivered to the Site. Upon
arrival at the Site, however, title shall pass to Owner free and clear of any
and all liens, encumbrances or claims whatsoever in favor of any third parties.
Engineering Consultant shall use all reasonable efforts to cause Owner to bear
no risk of loss concerning any materials, equipment, supplies and facilities
procured by or through Engineering Consultant until such materials, equipment,
supplies and facilities

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have been delivered to the Site and installed therein in good working order and
accepted as operational by Owner.

         4.6 Inspection Reports. Engineering Consultant shall provide Owner with
copies of reports for material, equipment, supplies and facilities covered by
this Agreement, and Owner's attention to any potential problem areas.

         4.7 Competitive Bidding. Unless exempted by Owner in writing,
Engineering Consultant shall obtain at least three competitive bids from all
Construction Contractors and other suppliers of materials, equipment, supplies
or facilities.

         4.8 Warranties From Suppliers. Engineering Consultant shall obtain from
suppliers of materials and equipment the necessary warranties or guarantees, for
the benefit of Owner, as outlined herein, unless otherwise specifically approved
in writing by Owner in advance of procurement on an item-by-item basis. Such
approval will not be unreasonably withheld. For apparatus, material, equipment
and accessories procured by Engineering Consultant, Engineering Consultant shall
obtain such warranties or guarantees as are available from the manufacturers or
suppliers. Such warranties or guarantees shall extend over the longest possible
period, and Engineering Consultant shall obtain Owner's written approval in
advance for any warranties or guarantees that are for a period of less than
twelve months after commencement of operation. Engineering Consultant shall take
or cause to be taken all action necessary to fully engage and validate any
warranty or guarantee. Engineering Consultant shall require suppliers, at their
sole expense, to repair or replace, as may be necessary during the progress of
the Work, any materials and equipment furnished which do not conform to the
requirements of their respective contracts. Engineering Consultant shall require
suppliers to fulfill the obligation of their stated warranties or guarantees of
equipment and materials furnished by them.

         4.9 Owner's Right to Approve Suppliers. Owner shall have the right to
approve the suppliers of all major equipment and materials, and Engineering
Consultant shall comply with Owner's requirements with respect to purchasing
procedures. Engineering Consultant shall use all reasonable efforts to obtain
materials and equipment at the lowest possible cost, consistent with quality and
schedule requirements.

         4.10 Review of Bids and Proposals. Engineering Consultant shall receive
and make technical and commercial analyses of competitive proposals for
equipment submitted and make recommendations and obtain approval from Owner to
award these packages.

         4.11 Used Materials. Where Engineering Consultant recommends and Owner
approves the purchase of used apparatus, material, equipment or accessories due
to substantial price differences, it is recognized that such apparatus,
material, equipment or accessories will be purchased in "as is" condition and
with no warranties or guarantees available from vendor, unless otherwise
specified in the purchase order.

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         4.12 Unused Materials to Remain Property of Owner. Materials, equipment
and supplies purchased by Engineering Consultant, and paid for by Owner, that
are left over at the Site or any other location where the Work is completed,
shall remain the sole property of Owner. Engineering Consultant shall endeavor
to purchase only sufficient material, equipment and supplies that are necessary
for the Project. Engineering Consultant shall endeavor to purchase on the basis
that surplus materials may be returned to the vendor at a reasonably discounted
price. If requested by Owner, Engineering Consultant shall be responsible for
disposing of all surplus materials, equipment and supplies and shall credit the
Project with the amount recovered. Engineering Consultant shall not, at any time
or for any reason, acquire materials, equipment or supplies unreasonably in
excess of what will be required for completion of the Work or the EPCM Services,
and Engineering Consultant shall manage Construction Contractors so as to
prevent them from acquiring materials, equipment or supplies unreasonably in
excess of what is required to complete the Work. Any amount of materials,
equipment or supplies that is acquired in an unreasonable quantity in
contravention of the foregoing sentence shall be paid for by Engineering
Consultant out of amounts otherwise payable to Engineering Consultant under this
Agreement, directly or by way of set off, and not by Owner.

                                    ARTICLE 5

                        CONSTRUCTION MANAGEMENT SERVICES

         5.1 Engineering Consultant to Act as Owner's Agent. As respects
performance of its construction management services as defined herein,
Engineering Consultant shall at all times be and act, subject to the direction
and control of Owner, as Owner's authorized limited agent. Engineering
Consultant, however, will maintain direct supervision of its personnel in the
performance of these services.

         5.2 Duty of Competent Supervision. Engineering Consultant will have a
competent project construction manager and/or construction superintendents
acceptable to Owner on the Site at all times during the progress of the work in
the field, who shall have full control of the Work, unless otherwise directed by
Owner.

         5.3 Temporary Buildings. Engineering Consultant shall provide or
arrange for temporary buildings as required for the Work. Notwithstanding the
foregoing as much as reasonably possible, Engineering Consultant will use
existing buildings on Site with such modifications as may, in its discretion, be
required.

         5.4 Permits. Owner shall be responsible for obtaining all building
permits, drawing approvals, licenses and inspections required for the Work.
Engineering Consultant shall assist Owner in obtaining permits by providing
drawings and all other documents which may be required to support permit
applications with appropriate approvals by certified professionals. In all
cases, the Parties shall cooperate with each other to allow all permits, drawing
approvals, licenses and inspections required for the Work to be obtained as
promptly as possible. Engineering Consultant shall be entitled to a Change Order
under the Agreement in respect of delays and costs resulting from

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permitting delays. Engineering Consultant shall be responsible for obtaining and
maintaining any permits required for the performance of the EPCM Services (e.g.,
business licenses and professional permits/licenses and certificates of
approval).

         5.5 Quotations. Engineering Consultant shall solicit lump-sum, unit
price or alternative-type quotations from selected pre-qualified firms in
accordance with the documents and designs prepared for construction of the
various facilities comprising the Work, as agreed with Owner. The Engineering
Consultant shall conduct engineering and procurement to maximize lump-sum
contracts.

         5.6 Review of Bids and Proposals. Engineering Consultant shall receive
and make technical and commercial analyses of competitive proposals for
construction Contract packages submitted, make recommendations, and obtain
approval from Owner to award these packages.

         5.7 Duty to Supervise Other Contractors and Subcontractors. Engineering
Consultant shall supervise, coordinate and inspect the work of all other
contractors and subcontractors on the Project ("Construction Contractors") with
the view of securing completion and fulfillment of all contracts ("Construction
Contracts") with such Construction Contractors in accordance with the Project
design and specifications and in accordance with the Project Control Budget and
the Project Control Schedule. Unless otherwise approved by Owner, all
Construction Contracts shall contain the terms, provisions and requirements that
are shown in Appendix C attached.

         5.8 Reimbursable Construction Contracts. To the extent that any
Construction Contracts are reimbursable, Engineering Consultant shall cause
Construction Contractors to procure equipment and/or services at competitive
rates and make efficient use of them.

         5.9 Invoice Verification. Engineering Consultant shall be responsible
for verifying all invoices before payment. This includes certifying materials,
equipment and services received. In so doing, Engineering Consultant shall
verify the shipment and/or delivery of any equipment and the property provision
of any services that are described in invoices, before Engineering Consultant
submits invoices to Owner for payment as described below. Engineering Consultant
shall also use all reasonable efforts to ensure that all Construction
Contractors pay all amounts owed workers, and all applicable taxes, state and
federal, that are owed any governmental entity. Engineering Consultant shall
verify, in accordance with the Project Procedures Manual, that all such amounts
have been properly and timely paid before submitting any invoice to Owner for
payment.

         5.10 Construction Equipment. Engineering Consultant shall provide or
arrange for all construction equipment, tools and supplies, including
fire-fighting and the first aid equipment required for completion of the Work
(subject to Owner's option to supply such equipment if so desired). Owner shall
notify Engineering Consultant if Owner elects to supply such equipment.

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         5.11 Equipment Supply Sources. Engineering Consultant shall investigate
sources of supply for construction equipment to assure that equipment is
provided under the most advantageous conditions.

         5.12 Tools and Construction Equipment. Should it be necessary or
advantageous to rent or purchase certain construction tools and equipment,
Engineering Consultant shall negotiate rental or purchase terms and conditions,
which shall be subject to the approval of Owner. Upon approval of the terms and
conditions by Owner, all such charges and expenses shall be charged to the
Project Control Budget. Title to purchased tools and equipment shall be and
remain in the name of Owner.

         5.13 Condition of Construction Tools and Equipment. Engineering
Consultant shall make all reasonable efforts to ensure that all construction
tools and equipment, whether obtained from others by rental or purchase, are in
a safe, sound, and good condition, and capable of doing the work for which they
are intended. All construction tools and equipment will be subject to inspection
by Owner when brought on the Site and at any time during progress of the Work.

         5.14 Unsafe Tools or Equipment. If any tool or item of equipment is
found to be unsafe or incapable of doing the work for which it was supplied,
Engineering Consultant shall arrange for it to be removed and repaired, or
replaced with safe and capable equipment.

         5.15 Tool and Equipment Rental Agreements. In negotiating agreements
for rental of construction equipment, Engineering Consultant shall use all
reasonable efforts to include the following clauses in the rental agreements
(unless Owner specifically waives any such provision):

              (a) When any item is no longer required for the Work, it shall be
         promptly removed from the Site, or with the consent of Owner, stored on
         Owner's property. No rent shall be charged for the period of such
         storage.

              (b) No rental shall be charged for rented equipment during the
         time it may be inoperative or undergoing repairs exceeding a period of
         either twenty-four (24) consecutive hours, or of twenty-four (24)
         aggregate hours in any seven (7) consecutive day period. Cost for major
         repairs (those requiring more than four (4) field-labor man-hours)
         including labor, material parts, and supplies shall be included in the
         rental rates.

         5.16 Motor Vehicles. The term "construction tools and equipment,"
whenever used in this Agreement, includes motor vehicles.

         5.17 Testing Procedures. Engineering Consultant shall cause to be
implemented procedures for pre-operational testing, checkout and acceptance
of the Work. Owner, or its authorized representative, shall have the right at
all times to inspect or test any part of the Work or the EPCM Services at the
Site, or at any place where


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Work or the EPCM Services are being performed. Engineering Consultant shall
provide facilities and assistance for, and access to, and inspection and testing
of, the EPCM Services and the Work.

         5.18 Construction Contractors' Warranties. Owner and Engineering
Consultant will agree upon the general terms and conditions, including
warranties, to be incorporated into all Construction Contracts and purchase
orders issued by Engineering Consultant as Owner's limited agent.

         5.19 Owner's Right to Approve Construction Contracts. Engineering
Consultant shall submit its proposed bid lists of Construction Contractors to
Owner for approval. In addition, Owner shall have the right:

              (a) To review all proposed invitation to bid documents before
         issue to proposed Construction Contractors.

              (b) To review all bids before the award is made.

              (c) To approve or reject Engineering Consultant's choice of
         Construction Contractor.

              (d) To approve before signature all Construction Contracts,
         whether of a fixed-price, reimbursable or unit-price nature, or
         variations thereof.

         5.20 Audit Rights. Engineering Consultant shall cause all Construction
Contracts to give Owner and Engineering Consultant the right to audit
reimbursable costs as described herein, and requiring the Construction
Contractor to keep and maintain and have available at all reasonable times for
audit by Engineering Consultant and/or Owner full and complete books, records
and accounts of all costs that are reimbursable by Owner to Engineering
Consultant or to any Construction Contractor. Owner's rights under this
paragraph shall survive for a period of one year after completion of the EPCM
Services or termination or suspension of this Agreement, whichever is
applicable.

         5.21 Owner's Right to Approve Subcontracts. Engineering Consultant
shall not subcontract any of the EPCM Services or Work, except as agreed to in
writing by Owner at its sole discretion.

                                    ARTICLE 6

                          WORK TO BE PERFORMED BY OWNER

         6.1 Owner's Responsibilities. Owner shall:

             (a) Designate a monument or bench mark for Engineering Consultant's
         use to properly locate the Work. Engineering Consultant shall protect
         the monument or bench mark from damage by construction activities.

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             (b) Furnish to Engineering Consultant data and design criteria and
         information necessary to provide the basis upon which the Work shall be
         designed and engineered, but Engineering Consultant shall be
         responsible for checking all such data, design criteria and information
         to determine its suitability, accuracy and consistency and that it
         conforms to all applicable laws, regulations and permits.

             (c) Furnish information and items as is reasonably required for the
         expeditious and orderly performance of Engineering consultant's
         services under this Agreement.

         6.2 Review of Data. Owner shall promptly respond to Engineering
Consultant when Owner is asked or entitled to review designs, drawings, reports,
proposals and/or other information provided by Engineering Consultant, and Owner
shall promptly make any decisions which it is required to make in connection
therewith within the time expressly provided in this Agreement.

                                    ARTICLE 7

                      PAYMENTS TO ENGINEERING CONSULTANT OR

                      FOR ENGINEERING CONSULTANT'S BENEFIT

         7.1 Contract Price. Engineering Consultant's compensation for services
rendered under this Agreement shall be based on man-hours actually spent by
Engineering Consultant in performing the EPCM Services plus reimbursement for
certain out-of-pocket costs. Owner shall pay Engineering Consultant for its
services hereunder a total compensation consisting of the aggregate of the
hourly rates and markups contained in Appendix A hereof, applying reimbursable
out-of-pocket costs contained in Appendix A hereof, all subject to all of the
terms of this Agreement. Amounts paid Engineering Consultant as provided in this
Article 7 shall include Engineering Consultant's profits, general expenses,
administrative overhead, applicable taxes, and other costs and expenses which
Engineering Consultant shall incur in performing the EPCM Services, to the
extent allowed or reimbursable under the terms of this Agreement. Engineering
Consultant shall indemnify and protect Owner from and against liability for
payment of amounts for such items other than amounts paid Engineering Consultant
under this Agreement.

         7.2 Disputed Invoices. In the event of any dispute or disagreement
between Owner and Engineering Consultant concerning the propriety or amount of
any invoice presented to Owner for payment, Owner shall be entitled to condition
payment of the invoice on verification, to Owner's satisfaction, that the
services or materials, equipment or other supplies invoiced to Owner were
actually and satisfactorily and properly provided for the benefit of Owner and
in fulfillment and completion of the EPCM Services. Owner may withhold from the
Engineering Consultant amounts otherwise payable, to the extent that the amount
represents an amount recoverable, or Owner's reasonable estimate thereof, under
the Agreement by Owner from Engineering Consultant, or an amount not properly
earned by Engineering Consultant, written notice of which is given to
Engineering Consultant at or before the time the payment is

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otherwise required, which notice shall concisely state the contractual and
factual basis for the retention. Disputed invoices must be resolved within 30
days of notice of a dispute, unless otherwise agreed by the Parties.

         7.3 Changes in Hourly Rates. The hourly rates, markups, and costs of
Engineering Consultant subject to payment and reimbursement by Owner under this
Agreement are attached hereto as Appendix B and shall not be changed (except as
provided therein) without the prior written authorization of Owner. The payment
to Engineering Consultant's field labor of living allowances, transportation
costs, daily travel time and travel allowance, shall all be in accordance with
Appendix B. The payment of living allowances, transportation and expenses to
Engineering Consultant's home office employees and construction staff shall be
in accordance with Appendix B, as shall costs of air travel by Engineering
Consultant's employees. All of Engineering Consultant's costs of air travel
shall be chargeable at economy class rates when available, unless otherwise
approved by Owner. Engineering Consultant shall make reservations for and shall
book such travel sufficiently in advance of the travel date to assure the
availability of the lowest economy class rates for all such travel.

         7.4 Discounts and Rebates to Benefit Owner. With respect to all
reimbursable costs, Engineering Consultant shall take advantage of and credit to
Owner all price and cost adjustment items such as cash and trade discounts, not
reflected in the Engineering Consultant's invoices to Owner, recoverable taxes,
rebates, allowances, credits, salvage, commissions, insurance discount
dividends, retrospective premium adjustments, and interest obtained by
Engineering Consultant on any persistent excess monies advanced by Owner to
Engineering Consultant. The rate to be used to calculate such interest shall be
the current short-term deposit rate for zero to thirty days. Any such credits
shall be proportional to the credits applicable to the Project costs.

         7.5 Retention Bond.

             (a) Engineering Consultant shall provide to Owner a bond in form,
         upon terms and with a bonding entity acceptable to Owner, acting
         reasonably, in the amount of CAD$2.5 million to remain in effect for
         the period commencing March 31, 2004 and extending to a date which is
         the later of (i) six months after the date upon which Mechanical
         Completion has been achieved or (ii) June 30, 2006. Owner shall
         reimburse Engineering Consultant for the cost of the bond.

             (b) The bond shall be available to Owner and may be called, in
         whole or in part, by Owner in the event that Owner shall become
         entitled to payment from Engineering Consultant under the provisions of
         Article 22.16, Article 22.17, or otherwise in accordance with the terms
         of this Agreement, and such payment is not remitted promptly by
         Engineering Consultant and, in any event, within ten (10) days of the
         date upon which such payment is settled, awarded, or is otherwise due
         and payable, as provided in this Agreement.

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              (c) The bond shall be provided by Engineering Consultant upon
         execution of this Agreement or as otherwise agreed upon between Owner
         and Engineering Consultant.

                                    ARTICLE 8

                         MILESTONE AND INCENTIVE PROGRAM

         8.1 Milestone Dates. Engineering Consultant shall perform and complete
the EPCM Services so that the Work is completed in accordance with the following
Milestone Dates:

              (a)

         MILESTONE      MECHANICAL       COMMENCEMENT             100%
                     COMPLETION DATE   OF START UP DATE      THROUGHPUT DATE
        -----------  ---------------   ----------------  -----------------------
         DATE        15 January 2006   15 February 2006  5 June 2006 (running
                                                         at 21,600 tpd for
                                                         seven consecutive days)

Milestone dates provided for in this Article 8 shall be extended for a period
equal to the period of delay, if any, caused by (i) an event of force majeure
affecting Engineering Consultant or affecting any Construction Contractor or
other supplier, (ii) any delay in obtaining any permit required to commence,
perform or complete any portion of the Work or the EPCM Services as set out in
this Agreement and in accordance with Appendix G, (iii) delays by Owner in
providing necessary information or approvals, or (iv) delays arising out of any
Scope Change Order.

         8.2 Definition of Mechanical Completion.

             (a) "Mechanical Completion" as used in this Agreement means
         completion and preparation of the Project for Pre-Operational Testing.
         Such preparation will mean that: erection of all equipment required for
         operation that comprises the Project is complete; all EPCM Services
         have been provided in accordance with all provisions of this Agreement
         and with all approved drawings and specifications; all mechanical,
         electrical, instrumentation and piping equipment has been installed;
         control software has been loaded into the PLC's and the Project control
         system; and that all gear boxes and drives are filled with oil and that
         all equipment comprising the Project has been lubricated according to
         manufacturers' specifications.

             (b) Mechanical Completion also means that Engineering Consultant
         shall have checked, verified and tested all equipment comprising the
         Project, to be sure that the equipment is installed according to
         specifications, is clean and free of debris remaining from construction
         and is ready to proceed into Pre-Operational Testing and into normal
         operation.

             (c) Mechanical Completion also means that all equipment comprising
         the Project has been: run in operations, in the case of all permanent
         rotating

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         equipment, with and without connected loads (but without ore); run in
         operations with water testing, in the case of all permanent equipment
         and services; tested and verified, in the case of all electrical
         starters, controls and interlocks; roughly calibrated and verified, in
         the case of all instrumentation; and tested and verified, in the case
         of all software control logic systems.

             (d) Mechanical Completion is to be done and accomplished in
         parallel with equipment sign off agreed to by the Parties. Upon
         completion of Mechanical Completion, the entire Project is to be ready
         for Pre-Operational Testing, as stated above.

         8.3 Definition of Pre-Operational Testing. "Pre-Operational Testing" as
used in this Agreement means the process of systematically checking, verifying
and testing all equipment, systems and facilities comprising the Project, in
stages, with the objective of bringing the entire Project into operation at the
design operating conditions, and involves the introduction of water, ore and
slurry prior to Start-Up for testing purposes. Adjustments to the various
systems that comprise the Project are to be made during Pre-Operational Testing
as required to achieve design operating conditions of the Project.

         8.4 Definition of Start-Up. "Start-Up" as used in this Agreement means
introduction to the Project of ore, reagents and solutions as required to
facilitate Start-Up of the Project. Start-Up will be complete when the Project
is capable of operating continuously at design conditions. Start-Up and
"Commissioning" have the same meanings.

         8.5 Definition of 100% Throughput. "100% Throughput" means that all
commissioning and system tuning activities relating to the circuit are complete
and that the circuit is running continuously for seven (7) calendar days at its
design capacity of 21,600 tonnes per day, as measured on the grinding feed
weightometers for the circuit.

         8.6 Mechanical Completion Incentive or Penalty.

             (a) If Mechanical Completion occurs prior to 15 January 2006, Owner
         shall pay Engineering Consultant a bonus equal to $16,000 for each day
         that Mechanical Completion occurs prior to 15 January 2006, up to a
         maximum bonus of $500,000.

             (b) Engineering Consultant will be subject to, and shall pay Owner,
         either in cash or by offset against other amounts due Engineering
         Consultant by Owner under this Agreement, a penalty charge equal to
         $4,000 for each day of delay in Mechanical Completion that occurs after
         15 January 2006, to a maximum charge of $125,000.

         8.7 Waiver of Penalties. In the event that 100% Throughput (meaning
that the Circuit achieves a combined average of 21,600 tpd total throughput for
seven consecutive days) is achieved on or before 15 May 2006, any penalty that
would otherwise be

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applicable to Engineering Consultant under this Article 8, shall be waived and
not charged by Owner.

         8.8 Budget Incentive or Penalty.

             (a) If the actual cost of the Project (exclusive of Owner's costs
         and calculated using the same conventions and procedures as are used to
         prepare the Project Control Budget) is less than the Project Control
         Budget, then Engineering Consultant shall be entitled to a bonus equal
         to ten percent (10%) of the amount by which the Project Control Budget
         exceeds the actual cost, up to a maximum bonus of $1,000,000.

             (b) If the actual cost of the Project (exclusive of Owner's costs
         and calculated using the same conventions and procedures as are used to
         prepare the Project Control Budget) exceeds the Project Control Budget,
         then Engineering Consultant shall be subject to a penalty charge equal
         to three percent (3%) of the amount by which the actual cost of the
         Project exceeds the Project Control Budget, up to a maximum charge of
         $300,000.

         8.9 Limitation. The credits and charges contemplated by this Article 8
shall not be considered liquidated damages and shall not be applicable in
connection with a termination of this Agreement for any reason relating to or
arising out of the fault or failure by Engineering Consultant to perform its
obligations hereunder.

         8.10 Payment of Bonus Amounts. Bonuses payable to Engineering
Consultant under this Article 8 shall be invoiced and paid by Owner as provided
in Article 9 below. Penalties payable by Engineering Consultant under this
Article 8 shall be paid by Engineering Consultant within 30 days after written
request by Owner, or Owner shall be entitled in its sole discretion to elect to
offset penalty amounts payable against any other amount or amounts otherwise
payable to Engineering Consultant under this Agreement.

         8.11 No Process Performance Guaranty. Without prejudice to the
Mechanical Completion penalty, there shall be no process performance guarantees
applicable to the Agreement.

                                    ARTICLE 9

                        ACCOUNTING AND PAYMENT PROCEDURES

         9.1 Monthly Estimates of Chargeable Costs. On or before the fifteenth
day of each calendar month, or such other time as may be mutually agreed,
Engineering Consultant shall submit to Owner in writing an estimate of the
chargeable costs to be charged during the succeeding calendar month. Such
estimates shall include costs from suppliers and Construction Contractors.

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         9.2 Payment Procedures. Engineering Consultant, as limited agent for
Owner, and Owner shall deal with invoices and Construction Contractors' progress
payment certificates in the following manner:

             (a) Each Wednesday, Engineering Consultant shall advise Owner by
         facsimile of all invoices requiring payment, and requesting that monies
         be advanced by Owner to Engineering Consultant in trust to pay all such
         invoices. Each request submitted by Engineering Consultant shall state
         the suppliers' or Construction Contractors' names, purchase order
         numbers, contract numbers, invoice numbers and amounts owed, and shall
         state and certify that all materials described in the invoices have
         actually been received and that all services have actually been
         performed, and that all invoices have been verified and approved for
         payment by Engineering Consultant. Engineering Consultant shall use its
         best efforts to ensure that the final invoices are accompanied by
         certificates, lien waivers, or other similar documents from suppliers,
         Construction Contractors, taxing authorities or social security
         authorities, and any and all other third parties as Owner requires,
         assuring Owner that all liens, claims, encumbrances, unpaid taxes and
         any other amounts relating to or attributable to the payment request
         have been paid in full.

             (b) Owner shall review the information contained in the facsimile
         from Engineering Consultant, and Owner shall either confirm its
         approval of the information or request deletions from the invoices,
         giving reasons therefor.

             (c) After learning the results of Owner's review, Engineering
         Consultant shall mail, or otherwise forward to Owner, an invoice in the
         amount of the total of the invoices payable, or, at Owner's option,
         Engineering Consultant shall merely present the original invoices
         directly to Owner. Copies of all invoices showing approval signatures,
         copies of appropriate material receiving reports and any other back-up
         material necessary to support invoices shall be retained by Engineering
         Consultant and made available to Owner at any time at Owner's request.

             (d) On the following Friday, Owner shall transfer to Engineering
         Consultant's trust account an amount equal to the invoice of approved
         payments that is described above. Owner shall advise Engineering
         Consultant of the deposit by telephone by no later than noon on the
         following Monday (or on the next business day if Monday is a holiday).

             (e) On the following Monday (or on the next business day if Monday
         should be a holiday), and on confirmation by the Bank of the transfer
         of funds deposited by Owner as provided above, Engineering Consultant
         shall forward checks drawn on its trust account to the suppliers and
         Construction Contractors whose invoices have been approved by Owner as
         provided above or, if required by Owner, Engineering Consultant shall
         make checks to Construction Contractors or any other third parties
         available to be picked up at Owner's or Engineering

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         Consultant's offices in Toronto or elsewhere, or to be the subject of
         special bank arrangements requested by Construction Contractors or
         third parties and approved by Owner.

         9.3 Payment and Review of Engineering Consultant's Invoices. Owner
shall pay Engineering Consultant's invoices by a concept known as "neutral
billing", subject to all other provisions of this Agreement. Payment by Owner of
Engineering Consultant's own invoices in the manner set forth herein shall not
preclude the right of Owner to review the invoices, and to adjust future
invoices for any discrepancies or overpayments. On the 5th day of the month
Engineering Consultant shall submit an invoice with the estimated costs and
Owner shall pay on the 20th day of the month. Any over or under payment shall be
an adjustment in the next month's invoice.

         9.4 Owner's Right of Offset. In addition to and without limiting any
other remedy available to Owner to enforce the provisions of this Agreement,
Owner shall be entitled to deduct any amounts owed Owner by Engineering
Consultant under this Agreement for any reason from any other amounts otherwise
payable to Engineering Consultant under this Agreement. Prior to exercising this
right of offset, Owner shall give Engineering Consultant ten (10) days advance
notice of Owner's intention to exercise the right. The notice shall describe the
amount of offset to which Owner believes that it is entitled, and shall describe
the reasons why Owner believes that it is entitled to exercise an offset right
under this Section of this Agreement. After Owner does so, Engineering
Consultant shall, within this ten day period, notify Owner of reasons why
Engineering Consultant believes Owner is not entitled to such offsets.

         9.5 Proof of Actual Payment to Workers and Payment of Associated Taxes.
Prior to presenting any Invoice for payment to Owner, in the case of any
invoices involving payments to workers in Venezuela directly or indirectly,
Engineering Consultant shall use all reasonable efforts to obtain verification,
in accordance with the Project Procedures Manual or as otherwise agreed,
satisfactory to Owner in Owner's sole discretion, that all workers who have
provided such services have been paid in full for all services provided, and
that all governmental taxes and any other contributions associated with such
workers and their provision of services have been fully and timely paid.

         9.6 Notification of Owner. Engineering Consultant shall notify Owner in
writing when Mechanical Completion of the Project has occurred. After
Engineering Consultant does so, Owner shall promptly acknowledge that Mechanical
Completion has occurred, or Owner shall inform Engineering Consultant of any
deficiencies or reasons why the Project has not achieved Mechanical Completion.
From the date of such acknowledgement, Owner shall be responsible for
maintenance and operation of the Project. After the Project has achieved
Mechanical Completion, Engineering Consultant shall complete construction of the
Project, or cause construction of the Project to be completed, as called for by
the Construction Contracts.

         9.7 Acceptance by Owner. Within thirty (30) days after Engineering
Consultant has notified Owner in writing that the Work has been completed, Owner
will

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(a) if, in Owner's judgment the Work is satisfactory, execute and deliver to
Engineering Consultant a written "Notice of Completion and Acceptance" in
accordance with this Agreement, or (b) if the Work or the EPCM Services have not
been completed or performed as required under this Agreement, notify Engineering
Consultant in writing of the deficiencies causing non-acceptance. Any failure of
Owner to give Engineering Consultant notice of completion and acceptance or
non-acceptance within the time period specified in this Section shall be deemed
to constitute full and final acceptance by Owner of the EPCM Services in
accordance with this Agreement.

         9.8 Final Payment to Engineering Consultant. After written Notice of
Completion and Acceptance of the Work and the EPCM Services has been provided in
accordance with the preceding Section, and after Engineering Consultant has
furnished proof satisfactory to Owner that all claims for labor and material
have been satisfied and paid and that there are no unsatisfied claims or other
indebtedness in connection with the Work or the EPCM Services for which
Engineering Consultant is responsible or liens or encumbrances of any kind that
affect any equipment or property that is part of the Work (other than liens, if
any, resulting from occurrences of Force Majeure as defined below), then
following the expiration of sixty (60) days after issuance of this final
acceptance, or other mutually agreeable time, final payment shall be made to
Engineering Consultant, provided that Owner shall not thereby be relieved of its
obligation to make timely payment of all invoices issued by Engineering
Consultant as otherwise provided in this Agreement. Alternatively, Engineering
Consultant may elect to provide Owner with a letter of credit or other security
reasonably satisfactory to Owner in an amount equal to the amount of the final
payment, and Owner shall thereupon pay the final payment to Engineering
Consultant, even if a dispute exists about liens affecting the Work or about any
other issue relating to Engineering Consultant's entitlement to such final
payment. Regardless of the cause of any liens of any kind that affect any
equipment or property that is part of the Work, Engineering Consultant shall
assist the Owner in causing such liens to be released or removed.

         9.9 Method of Accounting. Engineering Consultant agrees to keep and
maintain full and complete books, records and accounts of all costs in
accordance with Engineering Consultant's usual method of accounting, provided
that this also satisfies the requirements of Owner's accountants and auditors as
contained in the Project Procedures Manual. When work is done by a Construction
Contractor on a reimbursable basis, Engineering Consultant shall require the
Construction Contractor to keep similar records. All such records shall be
maintained by Engineering Consultant in good order and properly indexed, until
the expiration of any applicable statute of limitations applicable to such
records or any matters about which such records are relevant.

         9.10 Inspection by Owner. All records pertaining to the Work or the
EPCM Services, including correspondence, drawings, receipt, vouchers and
memoranda pertaining to the Work or the EPCM Services, in addition to the
accounting records referred to above, shall be available for inspection by Owner
at all reasonable times for the purpose of auditing Engineering Consultant's
chargeable costs. Owner's tax inspectors shall have the right of access to all
documents on which taxes chargeable to

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Owner have been paid to determine the validity of such tax payments. The above
records and documents shall not be destroyed without Owner's permission. Prior
to destroying any records or documents, Engineering Consultant shall advise
Owner of Engineering Consultant's intent to do so, and Engineering Consultant
shall then transfer any requested records or documents to Owner before their
destruction.

         9.11 Final Cost Breakdown. At the completion of the Work, Engineering
Consultant shall submit a breakdown of the entire Project cost in accordance
with Owner's fixed assets requirements. When required by Owner, Engineering
Consultant shall provide an estimate of the value of Work and the EPCM Services
completed or on Site at the end of the calendar year, divided into major capital
costs categories to be defined by Owner.

         9.12 Value Added Tax (VAT). The Engineering Consultant shall manage the
VAT so as to minimize costs to the Owner.

                                   ARTICLE 10

                               COMPLIANCE WITH LAW

         10.1 Definition of Law. "Law" includes any law, requirement,
regulation, or permit of any governmental authority or agency (national, state,
provincial, local or other) which has jurisdiction over or with respect to this
Agreement, the Site, the Parties, or any aspect of the Work.

         10.2 Required Compliance with Applicable Laws. Engineering Consultant
shall comply, and require compliance by all Construction Contractors, with all
applicable laws in connection with the EPCM Services and the Work. All
facilities comprising the Work shall be designed and constructed in compliance
with the requirements of all applicable laws, including environmental laws and
regulations, antiquities laws, if any, and any and all permits or approvals
issued under the authority of such laws and regulations. In addition,
Engineering Consultant shall comply with all of Owner's safety and environmental
standards and rules as contained in Appendix C.

         10.3 Negotiations with Governmental Authorities. Engineering Consultant
shall not, under any circumstances, enter into negotiations, directly or
indirectly, with any governmental authority to seek variations or revisions of
the law in connection with the Work or the EPCM Services, without Owner's prior
written approval.

                                   ARTICLE 11

                       ENGINEERING CONSULTANT'S PERSONNEL

         11.1 Personnel. Engineering Consultant shall furnish or arrange for all
personnel required for the management of the Work including, but not limited to,
superintendents, assistant superintendents, managers, safety supervisors,
engineers, draftsmen, technical assistants, accountants, other supervisors,
guards and watchmen, warehousemen, clerical personnel, inspectors, timekeepers,
accounting personnel, and

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field engineers as necessary or proper for Engineering Consultant to complete
and carry out its duties hereunder.

         11.2 Approved Organization Chart. Before commencing office and/or field
operations, Engineering Consultant shall submit for Owner's approval an
organization chart showing the names, job classifications, and charge out rates
for all proposed supervisory and staff personnel.

         11.3 Owner's Right of Approval. Owner may refuse a particular person
admission to its premises. If Owner designates any particular person for
exclusion from performing services under this Agreement, Engineering Consultant
shall promptly exclude such person.

         11.4 Continuity of Approved Personnel. Engineering Consultant shall not
remove or replace any supervisory or other key personnel before the Work is
complete without the consent of Owner. This right of Owner shall not cause
Engineering Consultant to be other than an independent contractor of Owner under
this Agreement. A penalty of $30,000 per key person removed shall be applied as
referred to in Appendix B. Key personnel are defined as:

         -   Project Manager
         -   Engineering Manager
         -   Project Engineer
         -   Process Engineer / Metallurgist
         -   Construction Manager
         -   Project Controls Manager
         -   Contracts Manager
         -   Procurement Manager
         -   Project Scheduler
         -   Health and Safety Manager
         -   Environmental Manager

The Process Engineer / Metallurgist shall be involved in all aspects of the EPCM
Contract, including detailed engineering, equipment selection, construction and
commissioning.

         11.5 Employment Rules and Regulations. Engineering Consultant shall
comply with all regulations and requirements established by Owner for the Site
or for Owner's employees as set forth in Appendix C and shall require that
Engineering Consultant's employees and all other persons on the Site also
comply.

         11.6 Employee Access to Site. Engineering Consultant shall require its
employees and those of other Construction Contractors working on Owner's
premises to go to and from the Site on a route prescribed by Owner and not to
deviate therefrom.

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         11.7 Owner Not Employer of Engineering Consultant's Personnel. By
exercising its rights under this Article, Owner shall not be deemed to be the
employer of Engineering Consultant's personnel.

                                   ARTICLE 12

                                 SITE CONDITIONS

         12.1 Rights of Others. If any work by Owner's forces or by other
contractors employed by Owner is conducted on or is contiguous to the Site, the
respective rights of those involved shall be established by Owner to assure
general harmony.

         12.2 Clean Up of Site. Engineering Consultant shall use all reasonable
efforts to ensure that the Site is kept clear of rubbish, and at the completion
of the Work shall remove, or cause to be removed, all rubbish from and about the
premises, and shall leave the Site clean and the Work ready for use.

                                   ARTICLE 13

                                     SAFETY

         13.1 Safety Programs. Engineering Consultant shall establish project
safety, first aid, fire protection and security programs acceptable to Owner,
and coordinate project safety for the duration of the time that Engineering
Consultant is providing EPCM Services. Such period of time is referred to herein
as the "Construction Period." Engineering Consultant shall obtain all health,
fire and other relevant safety regulations, work practices and procedures
prescribed by law and by Owner. Engineering Consultant shall arrange that
Engineering Consultant's employees, Construction Contractors and any other
persons visiting the Site at Engineering Consultant's request or invitation are
notified of said regulations, practices and procedures at all times. Engineering
Consultant shall maintain good housekeeping throughout the Site in order to
protect the safety of all personnel and property. Engineering Consultant shall
provide a detailed safety orientation and safety training for all personnel who
enter the Site while the Work is being performed.

         13.2 Accident Reports. Engineering Consultant shall investigate and
report all incidents and accidents including, but not limited to, any reportable
release of a hazardous substance, and any injuries, promptly to Owner and to
government authorities as required by law. Engineering Consultant shall consult
with Owner's legal counsel during the course of investigating and reporting
accidents in order to protect all privileges available to Owner.

                                   ARTICLE 14

              OWNER'S AND ENGINEERING CONSULTANT'S REPRESENTATIVES

         14.1 Representative of Owner. The Project Manager for Owner shall be
Barney J. Burke, P.Eng., of Crystallex International Corporation.


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         14.2 Representative of Engineering Consultant. Engineering Consultant's
representative to Owner shall be John B. Scott, P.Eng.

                                   ARTICLE 15

                     SUPERVISION OF CONSTRUCTION CONTRACTORS

Owner must approve in advance the terms and conditions of all Construction
Contracts with respect to the Work to be performed and all purchase orders with
vendors pursuant to which materials, equipment and supplies will be purchased.
Engineering Consultant shall develop and obtain Owner's approval of the standard
terms and conditions of any Construction Contract or other contract to be
managed by Engineering Consultant as limited agent for Owner hereunder and of
any purchase order to be issued by Engineering Consultant as limited agent for
Owner, by which material, equipment and supplies shall be purchased for any Work
and by which construction services shall be provided for any Work. Unless
otherwise approved by Owner in advance, all Construction Contracts shall provide
that (a) invoices for all material, equipment and supplies purchased for any
Work or for construction services provided for any Work must be submitted no
later than the tenth (10th) day of the month following the month of purchase or
during which the construction services were provided, and (b) Owner shall not be
obligated with respect to, and shall be released from, any and all
responsibility to pay or otherwise satisfy any invoice submitted after the
fifteenth (15th) day of the second month following the month of purchase or
during which construction services were rendered, provided that Owner, in its
sole discretion, may waive any requirement in this Article if Owner deems it
necessary or proper to do so. Owner may also, from time to time, promulgate
modifications to such terms and conditions for use in all future contracts.
Engineering Consultant shall have no authority to sign contracts or purchase
orders except as specifically authorized in advance by Owner. Final approval of
all construction and other contracts and purchase orders and the execution
thereof, shall be the exclusive right of Owner.

                                   ARTICLE 16

                     WARRANTIES OF WORKMANSHIP AND MATERIALS

         16.1 Standard of Care. Engineering Consultant shall perform the EPCM
Services under this Agreement in accordance with generally accepted standards
for similar international engineering firms. For greater clarity, failure to
perform a task required by this Agreement or material failure to conform with
the requirements of this Agreement (unless otherwise excused pursuant to this
Agreement) shall be considered to be a breach of this standard of care.

         16.2 Defective EPCM Services. Engineering Consultant shall properly and
promptly re-perform at its own expense (in the case of EPCM Services), and/or
pay for the repair or replacement (in the case of the balance of the Work or the
Project), any defect in the EPCM Services, the Work, or the Project that is
caused by the failure of the EPCM Services to satisfy the warranty set forth in
the previous section ("Defective EPCM Services"). For purposes of this section,
re-performance of EPCM Services shall include performing such other corrective
work or services as may be required to correct

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Defective EPCM Services. Engineering Consultant's responsibilities for Defective
EPCM Services under this Article shall be limited to deficiencies that appear
during the performance of the EPCM Services, or within one year after the date
of commencement of Start-Up, or the date of termination or suspension of the
EPCM Services under this Agreement, as applicable, and which are reported to
Engineering Consultant in writing within a reasonable time after discovery by
Owner, not to exceed an additional 60 days. Engineering Consultant shall provide
such corrective services or work as promptly as reasonably possible, and to
assist Owner in all reasonable ways and manners generally within the scope of
the EPCM Services, so as to cause any Defective EPCM Services to be corrected as
soon as reasonably possible.

         16.3 Construction Contractors. Engineering Consultant shall use best
efforts to require all Construction Contractors, at their sole expense, to
repair or replace, as may be necessary during the progress of the EPCM Services,
any work, materials, or equipment furnished that do not conform to the
requirements of their respective contracts. If any Construction Contractor's
failure to conform to its contract is due to negligence or a breach of this
Agreement on the part of Engineering Consultant, Engineering Consultant shall
manage and supervise, as its sole expense, the repair or replacement.

         16.4 Responsibility for Cost of Repair. Any cost incurred by Owner for
repairing or replacing materials, equipment, work, or services incorporated or
to be incorporated in, or required for the completion of, the Work or the
Project as a direct result of the fault or failure of Engineering Consultant,
shall be borne by Engineering Consultant in proportion to its responsibility for
causing such costs.

         16.5 Failure to Perform. If Engineering Consultant fails or refuses to
perform any of its warranty obligations hereunder within 30 days of written
notice to perform from Owner or if Engineering Consultant fails to diligently
complete such obligations, Owner may undertake the warranty work with its own
employees or those of third parties and the cost shall be paid by Engineering
Consultant.

                                   ARTICLE 17

                                   INSPECTION

Owner shall have the right at all times to inspect any part of the Work or the
EPCM Services at the Site, or at any place where materials are located or are in
preparation. If the specifications or Owner's instructions require any part of
the Work or the EPCM Services to be tested or approved, Engineering Consultant
shall give Owner timely notice of its readiness for inspection, and Owner shall
promptly inspect it.

                                   ARTICLE 18

                                     PATENTS

Each of the Parties shall indemnify and save the other harmless from and against
any and all claims arising out of any patent infringement or claims thereof
pertaining to any process, design or operating processes, materials, equipment,
tools, implements, or

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construction processes specified by such Party, for any EPCM Services or Work
constructed or to be constructed or any EPCM Services provided by such Party
under this Agreement. If Engineering Consultant advises Owner of the potential
need of a license and Owner instructs Engineering Consultant to proceed without
the same, Engineering Consultant shall not have any further obligation under
this Article with respect to claims or liability arising out of the failure to
obtain such license.

                                   ARTICLE 19

                             TERMINATION OF THE WORK

         19.1 Owner's Rights of Suspension or Termination. Owner, in its sole
discretion and for any reason deemed necessary or proper by Owner, shall have
the right at any time to suspend any part or all of the Work or EPCM Services
for as long as Owner deems necessary, or to terminate this Agreement with
respect to all or any part of the Work or the EPCM Services. Prior to exercising
the right of termination provided for in this Section, Owner shall give
Engineering Consultant ten (10) days advance notice of Owner's intention to
exercise the right. The notice shall describe the effective date of suspension
or termination. If the EPCM Services are suspended for a continuous period
totaling more than 120 days, Engineering Consultant shall be entitled to
demobilize its staff and reassign its staff to other activities or work.

         19.2 Engineering Consultant's Right to Payment in the Event of
Suspension or Termination. Subject to a right of offset in favor of Owner for
the amount of any damages incurred or suffered by Owner and for which
Engineering Consultant is liable under this Agreement, Engineering Consultant
shall be entitled to full payment for any EPCM Services done or performed by it
under the terms and conditions of this Agreement up to the effective date of
such suspension or termination and for a reasonable period thereafter not
exceeding forty-five (45) days, including unpaid obligations to suppliers and
others, transportation costs for returning employees, and construction tools and
equipment. Engineering Consultant and Owner shall work together to develop a
mutually agreeable program during any period of suspension and Engineering
Consultant shall be paid all proper fees and expenses incurred in accordance
with such agreed program during such period of suspension and shall use all
reasonable efforts to reassign personnel engaged in the performance of the EPCM
Services as quickly as possible to minimize the expense of Owner. Subject to the
same right of offset, Owner will pay such other expenses that are reasonably
incurred by Engineering Consultant as a result of suspension or termination as
may be mutually agreed upon. Owner's offset rights under this Agreement shall be
in addition to and not in derogation of any other right at law or in equity that
is available to Owner or to which Owner would otherwise be entitled.

         19.3 Full Ownership in Owner. Engineering Consultant agrees to execute
and deliver to Owner all documents satisfactory to Owner and to take all steps
necessary to fully vest in Owner the rights and benefits of Engineering
Consultant under existing commitments with suppliers and others.

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         19.4 Engineering Consultant's Right to Terminate. Engineering
Consultant shall be entitled to suspend or terminate the contract on 30 calendar
days' written notice in the event of an ongoing material default by Owner.
Reasonable costs incurred in respect of any such suspension shall be to the
account of Owner.

         19.5 Engineering Completion.

              (a) It is acknowledged by the parties that Owner, in order to
         support the financing of the Project, or for other reasons, may see fit
         to replace this Agreement with an EPC (Engineering-Procurement-
         Construction) or PC (Procurement-Construction) type agreement with
         Engineering Consultant or a third party. In such event, Engineering
         Consultant agrees, under those conditions, and subject to payment for
         services so rendered as provided in this Agreement to promptly and
         diligently complete engineering services and related procurement
         functions as designated by Owner and contemplated by this Agreement.

              (b) Any services provided by Engineering Consultant to Owner as
         contemplated by this Article 19.5 shall be provided in accordance with
         the terms and provisions of the Agreement and for that purpose the
         Agreement shall remain in full force and effect.

                                   ARTICLE 20

                            LIMITATIONS OF LIABILITY

         20.1 Limitation. Neither Party shall be liable to the other for lost or
delayed revenues, profits, production, investment or cash flow, or indirect or
consequential damages except as specifically provided in this Agreement. The
total liability of Engineering Consultant to Owner arising under or in respect
of this Agreement shall be limited to CDN$10 million plus any penalties
applicable under the Article entitled "MILESTONE AND INCENTIVE PROGRAM," if any,
and plus any indemnification under the following section.

         20.2 Engineering Consultant's Liability for Third Party Claims.
Engineering Consultant shall indemnify and save harmless Owner, its officers,
directors, shareholders, employees, agents, representatives and anyone to whom
Owner may be liable, and defend any or all of them at Owner's request, from and
against any and all claims, losses, fines, damages, expenses (including
attorneys' fees and other costs of defense), liabilities, taxes, contributions,
severance payments, damages, demands, or causes of action for personal injuries,
including death, resulting therefrom, and for property damage caused or alleged
to have been caused by any negligent act or omission on the part of Engineering
Consultant, persons directly or indirectly employed by Engineering Consultant or
based on infringement of any patent or invention specified by Engineering
Consultant. Owner shall, subject to the reasonable approval of Engineering
Consultant or its insurers, be entitled to designate the legal counsel to be
selected and paid by Engineering Consultant for the purpose of defending Owner,
its officers, directors, shareholders, employees, agents or representatives in
any such suit or action.

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         20.3 Owner's Liability for Third Party Claims. Owner shall indemnify
and save harmless Engineering Consultant, its officers, directors, shareholders,
employees, agents, representatives and anyone to whom Engineering Consultant may
be liable, and defend any or all of them at Engineering Consultant's request,
from and against any and all claims, losses, fines, damages, expenses (including
attorneys' fees and other costs of defense), liabilities, taxes, contributions,
severance payments, damages, demands, or causes of action for personal injuries,
including death, resulting therefrom, and for property damage caused or alleged
to have caused by any negligent act or omission on the part of Owner, persons
directly or indirectly employed by Owner or based on infringement of any patent
or invention specified by Owner. Engineering Consultant shall, subject to the
reasonable approval of Owner or its insurers, be entitled to designate the legal
counsel to be selected and paid by Owner for the purpose of defending
Engineering Consultant, its officers, directors, shareholders, employees, agents
or representatives in any such suit or action.

         20.4 Owner's Right to Recover Insurance Proceeds. Any and all amounts
recovered by Engineering Consultant under any of the insurance policies obtained
by Engineering Consultant shall be immediately tendered and paid to Owner, to
the extent of any damages suffered by Owner that relate to events or incidents
relating to breach or failure to perform by Engineering Consultant that are
covered by such insurance policies. Owner's election to recover amounts under
any insurance policy maintained by Engineering Consultant shall not preclude
Owner from obtaining any other recovery directly from Engineering Consultant to
which Owner is entitled under this Agreement.

         20.5 Compliance With All Applicable Laws. Engineering Consultant's
liability for failing to comply with all applicable laws and regulations or for
failing to require others to comply with all applicable laws and regulations
shall be limited to compliance with those laws and regulations of which the
Engineering Consultant is actually aware or of which Engineering Consultant
ought reasonably to be aware, based on the usual and customary standard of care
and diligence practiced by recognized international engineering and consulting
firms in performing work of a similar nature.

                                   ARTICLE 21

                                    INSURANCE

         21.1 Coverage to be Provided by Engineering Consultant. Engineering
Consultant shall, at all times during the performance of the Work, maintain in
full force and effect:

              (a) Professional liability insurance in the amount of
         CAD$10,000,000 per claim and in the aggregate. The insurance policies,
         the issuing companies, and all matters with respect to the adequacy of
         protection shall be subject to the prior and continuing approval of
         Owner, which approval shall not be unreasonably withheld. This
         insurance shall be maintained in force until at least three (3) years
         after completion of the Work. The cost of maintaining such

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         insurance shall not be a reimbursable cost under this Agreement and
         such insurance shall not be project specific.

              (b) Automobile insurance on all vehicles used or provided by
         Engineering Consultant in connection with the Work under this
         Agreement. The limits of such insurance shall be at least, for bodily
         injury and property damage, US$1,000,000 inclusive any one accident.
         Non-owned vehicles coverage shall be provided as an endorsement to the
         policy.

              (c) Aircraft liability insurance covering owned and non-owned
         aircraft exposures on all aircraft utilized by Engineering Consultant
         in connection with the Work under this Agreement. The limits of such
         insurance shall be at least, for bodily injury (including passenger
         hazard) and property damage, US$10,000,000 inclusive any one accident
         and shall be maintained at all times during utilization of aircraft.

              (d) Watercraft liability insurance covering owned and non-owned
         watercraft exposures on all watercraft utilized by Engineering
         Consultant in connection with the Work under this Agreement. The limits
         of such insurance shall be at least, for bodily injury and property
         damage, US$10,000,000 inclusive any one accident and shall be
         maintained at all times during utilization of watercraft.

              (e) Workers' compensation and/or employer's liability and employee
         benefits insurance as required by the law of the jurisdictions in which
         the Work is being performed for all persons employed by Engineering
         Consultant.

              (f) Property insurance covering construction plant, equipment, and
         materials not consumed in the course of the Work or that do not form an
         integral part of the completed Project. The Engineering Consultant
         shall also ensure that all consultants, sub-consultants, Construction
         Contractors and sub-contractors maintain similar insurances to those to
         be provided by the Engineering Consultant under Article 21.1(e) and
         Article 21.1(f).

         21.2 Coverage to be Provided by Owner. Owner shall, at all times during
the performance of the Work, arrange for and keep in full force and effect:

              (a) Automobile insurance on all vehicles used or provided by Owner
         in connection with the Work under this Agreement. The limits of such
         insurance shall be at least, for bodily injury and property damage,
         US$1,000,000 inclusive any one accident. Non-owned vehicles coverage
         shall be provided as an endorsement to the policy.

              (b) Course of construction insurance covering the insurable
         portions of the Work that are to be incorporated into the Project
         against direct physical loss or damage. This policy will not insure
         construction plant, equipment or materials

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         owned or leased by the Engineering Consultant or Construction
         Contractors and not used or consumed or forming an integral part of the
         completed Project.

              (c) Marine transit insurance coverage for all materials while in
         overseas transit to the Site and not otherwise covered by the Course of
         Construction policy in place for the Project.

              (d) Comprehensive general liability insurance in an amount not
         less than US$10,000,000 to provide coverage for liability for personal
         injury, bodily injury including wrongful death, property damage, and 12
         months completed operations or maintenance operations coverage.

              (e) Aircraft liability insurance covering owned and non-owned
         aircraft exposure on all aircraft utilized by Owner in connection with
         the Work under this Agreement. The limits of such insurance shall be at
         least, for bodily injury (including passenger hazard) and property
         damage, US$10,000,000 inclusive of any one accident and shall be
         maintained at all times during utilization of aircraft.

              (f) Aviation premises and hangarkeepers liability insurance in
         respect of airstrip liability. The limits of such insurance shall be at
         least, for bodily injury and property damage, US$10,000,000 inclusive
         any one accident.

              (g) Watercraft liability insurance covering owned and non-owned
         watercraft exposures on all watercraft utilized by Owner in connection
         with the Work under this Agreement. The limits of such insurance shall
         be at least, for bodily injury and property damage, US$10,000,000
         inclusive any one accident and shall be maintained at all times during
         utilization of watercraft.

         21.3 Terms of Coverage. Owner and Engineering Consultant shall each
maintain such insurance policies for as long as Engineering Consultant provides
services under this Agreement, unless otherwise expressly provided herein, at no
cost to the other. Such policies, where appropriate, shall be in the joint names
of the Owner, Engineering Consultant and all Construction Contractors and shall
contain a waiver of subrogation in favor of Engineering Consultant or Owner, as
the case may be, and their officers, directors, employees, and related entities.

         21.4 Prior Approval. The amount of such insurance, the forms of the
policies, the issuing companies, and all matters with respect to the adequacy of
protection shall be subject to the prior and continuing approval of Owner and
Engineering Consultant. Engineering Consultant shall provide Owner with
certificates of insurance confirming coverage as required by this Agreement.
Each certificate (other than the policy of professional liability insurance)
shall name Owner as a loss payee and additional insured under all insurance
policies that are the responsibility of Engineering Consultant under this
Agreement. All certificates shall include a provision to the effect that all
named insureds be given not less than thirty (30) days' prior written notice of
any cancellation or, if generally provided by insurers, of material changes that
affect the coverage.

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         21.5 Coverage Not a Limitation. No amount of insurance coverage
provided for in this Agreement or otherwise shall be interpreted as a limitation
of Engineering Consultant's liability for breach of any provision of this
Agreement.

                                   ARTICLE 22

                               GENERAL PROVISIONS

         22.1 Mining Terms. Unless otherwise defined herein, terms used in this
Agreement that refer to the mining industry have the meanings customarily given
such terms in the mining industry.

         22.2 Default and Opportunity to Cure. No Party shall be in default
under this Agreement unless the Party first receives written notice from the one
or more other Parties of the specific reasons for the alleged default, together
with a period of thirty days from the date of the notice, in the case of an
alleged non-monetary default, and ten days from the date of the notice, in the
case of an alleged monetary default, to accomplish a cure of the alleged
default. In the event that a non-monetary default is not capable of being cured
within such period, a Party shall not be in default who has promptly commenced
and diligently continues, for up to twelve months, to remedy such default. A
Party claiming the protection of the preceding sentence shall provide the other
Party with a notice of commencement of efforts to remedy a non-monetary default.
The notice shall state with particularity the cause of the default and the
efforts, and timetable for the efforts, that the Party intends to take to cure
the non-monetary default, and the Party claiming such protection shall update
the notice so provided no less frequently than every 30 days thereafter, until
the non-monetary default is cured or until twelve months have passed, whichever
occurs first.

         22.3 Costs and Fees. If either Party breaches any term of this
Agreement, the breaching Party agrees to pay the non-breaching Party all
reasonable attorneys' fees, costs, and expenses incurred by the non-breaching
Party in enforcing this Agreement.

         22.4 Waiver. No delay by a Party in exercising any right or remedy
shall constitute a waiver of a Party's rights under this Agreement, and no
waiver by either Party of the breach of any covenant of this Agreement by the
other shall be construed as a waiver of any preceding or succeeding breach of
the same or any other covenant or condition of this Agreement.

         22.5 Termination. In addition to, and without limitation of any and all
other rights of Owner at law or equity arising out of breach of any provision of
this Agreement by Engineering Consultant, either Party may terminate this
Agreement if the other Party breaches any material obligation hereunder and
fails to cure such breach within thirty (30) days after receiving written notice
of such breach. In the event that a non-monetary default is not capable of being
cured within such period, a Party shall not be in default who has promptly
commenced and diligently continues, for up to twelve months, to remedy such
default. A Party claiming the protection of the preceding sentence shall provide
the other Party with a notice of commencement of efforts to remedy a non-

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monetary default. The notice shall state with particularity the cause of the
default and the efforts, and timetable for the efforts, that the Party intends
to take to cure the non-monetary default, and the Party claiming such protection
shall update the notice so provided no less frequently than every 30 days
thereafter, until the non-monetary default is cured or until twelve months have
passed, whichever occurs first. The termination or expiration of this Agreement
by one Party shall not terminate any obligation accrued prior to such
termination or expiration, including, without limitation, any obligation of the
other Party to indemnify or protect the terminating Party or any obligation of
the other Party to preserve records, obey laws, etc.

         22.6 Use of Airplane. Engineering Consultant, its personnel, and
persons under its control shall be entitled to use airplanes (the "Airplane") of
Owner, or an affiliate or related entity (collectively a "Related Entity"),
subject to flight and space availability, for flights to or from the Project or
otherwise.

              (a) It is expressly acknowledged that the use of the Airplane by
         Engineering Consultant, its personnel, and persons under its control is
         at their sole discretion and risk and neither Owner nor its Related
         Entities shall have any responsibility whatsoever in the event of
         accidents, delays, flight cancellations, or space unavailability.
         Engineering Consultant shall be solely responsible for any personal or
         bodily injury to its personnel and persons under its control who use
         the Airplane and for any property transferred by the Airplane.
         Engineering Consultant agrees to protect, indemnify, hold harmless, and
         defend Owner, its Related Entities and each of their directors,
         officers, shareholders, employees, agents, and representatives against
         any and all cost, expenses, damages, liabilities, or losses, including
         reasonable attorneys' fees, suffered by Engineering Consultant, its
         personnel, or persons under its control as a result of the use of the
         Airplane.

              (b) It is also expressly acknowledged that Owner and its Related
         Entities have no responsibility to carry insurance for the personnel of
         Engineering Consultant or persons under its control who are not
         employees of Owner.

              (c) Engineering Consultant shall advise its personnel and persons
         under its control using the Airplane concerning: (1) the type and
         condition of the Airplane; (2) the applicable licenses and certificates
         related to the Airplane; (3) the name(s) and certificate(s) of the
         pilot(s); and (4) that the use of the Airplane is not compulsory.
         Engineering Consultant shall be solely responsible for failing to
         provide the foregoing information.

              (d) The use of the Airplane by Engineering Consultant, its
         personnel, and persons under its control shall be subject to the
         authorization of Owner prior to each flight. Engineering Consultant
         shall comply, and ensure that its personnel and persons under its
         control comply, with any rules established by Owner or its Related
         Entities as concerns the use of the Airplane. Subject to the conditions
         set

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         forth in this Article, the use of the Airplane by Engineering
         Consultant, its personnel, and persons under its control shall be free
         of charge.

         22.7 Notices. Any notices or other written communications required or
permitted to be given under this Agreement shall include a reference to the
Agreement and shall be deemed given upon actual delivery thereof, or if by fax,
on the day following transmission thereof, or if by certified or registered
mail, on the fifth day after mailing the same, return receipt requested,
addressed as follows:

         To Owner:

         Attn: Ron Colquhoun
         Vice President Technical Services
         Crystallex International Corporation
         18 King St. East, Suite 1210,
         Toronto, Ontario
         Canada M5C 1C4

         with a copy to

         Daniel R. Ross

         Crystallex International Corporation
         18 King St. East, Suite 1210,
         Toronto, Ontario

         Canada M5C 1C4
         Tel:  416-203-2448
         Fax:  416-203-0099

         To Engineering Consultant:

         Michael Day

         Senior Vice Present, Mining and Metallurgy
         SNC-Lavalin Engineers and Constructors
         2200 Lake Shore Boulevard West

         Toronto, Ontario M8V 1A4
         Tel:  416-252-5311
         Fax:  416-231-5356

         22.8 Interpretation and Time. The captions of the Sections of this
Agreement are for convenience only and shall not govern or influence the
interpretation hereof. This Agreement is the result of negotiations between the
Parties and, accordingly, shall not be construed for or against either Party
regardless of which Party drafted this Agreement or any portion thereof.

         22.9 Cooperation with Lenders. It is understood that Owner intends to
procure project financing or other financing arrangements suitable to Owner to
complete the

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Project. Engineering Consultant shall cooperate with and act reasonably in any
dealings with any lender to the Project, and shall use its reasonable best
efforts to assist Owner in its dealings with any lender to the Project,
including participation in oral and written presentations to prospective
lenders.

         22.10 Successors and Assigns. Neither party shall be entitled to assign
to any other person or entity any or all of its rights and responsibilities
under this Agreement without first obtaining the prior consent of the other
party who may withhold its consent to the proposed assignment in its sole and
absolute discretion.

              (a) Notwithstanding anything to the contrary in this Agreement,
         Owner shall have the absolute right, at any time, and from time to
         time, to grant, transfer, assign, charge or otherwise encumber: (i)
         this Agreement; (ii) Owner's right, title and interest hereunder; and
         (iii) all claims resulting from any failure of performance or
         compliance with any of the provisions of this Agreement, to any lender
         to Owner or agents or trustees appointed for such lender (collectively,
         the "Lender"). Owner shall promptly, upon the transfer, grant,
         assignment, charge or encumbrance of the Agreement, notify Engineering
         Consultant of the occurrence of the transfer, grant, assignment, charge
         or other encumbrance and of the name and address of any Lender. The
         Lender shall have full power and authority, in the Lender's own name or
         in the name of Owner or otherwise, to enforce this Agreement against
         Engineering Consultant and to collect, receive and give receipts and
         releases for such amounts and Owner hereby agrees that Engineering
         Consultant shall not be bound to enquire as to the entitlement of any
         such Lender to take such action. Engineering Consultant hereby
         irrevocably:

                  (1) Consents to such grant, transfer, assignment, charge or
              other encumbrance and, in the event of Owner's default in respect
              of sums due to the Lender, to the exercise by the Lender of its
              rights as a secured party;

                  (2) Agrees to perform its obligations under the Agreement for
              the benefit of the Lender (or its assignee, designee or successor
              in interest in connection with the exercise of its rights)
              provided Owner, the Lender or such assignee, designee or successor
              is performing Owner's obligations under this Agreement; and

                  (3) Agrees to execute and deliver to the Lenders such
              acknowledgements or agreements with the Lender as the Lender may
              reasonably require to accomplish and perfect the creation of
              security and other rights of the Lender under this section.

              (b) In the event there shall occur and be continuing a default of
         Owner or event which, with the lapse of time or giving of notice, or
         both, would be a default of Owner under this Agreement (a "Default")
         entitling Engineering Consultant to terminate the Agreement,
         Engineering Consultant shall give the

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         Lender written notice of such Default or event, by registered or
         certified mail, return receipt requested. If Owner fails to cure such
         Default, Engineering Consultant shall afford the Lender a reasonable
         opportunity to cure any default by the Owner including any damages due
         to delay resulting from the Lender's extended opportunity to cure.

              (c) Engineering Consultant further agrees that in the event the
         Lender forecloses on Owner's interests hereunder (or if the Agreement
         should be assigned to the Lender in lieu of foreclosure), the Lender or
         any purchaser at such foreclosure proceeding shall be entitled to
         succeed to Owner's interests hereunder provided such Lender or
         purchaser continues to perform Owner's obligations under this Agreement
         and such succession shall not constitute a breach of any provision of
         this Agreement prohibiting subletting or assignment or of any other
         provision of the Agreement. If the Lender should acquire this Agreement
         by foreclosure, an assignment in lieu of foreclosure or otherwise,
         Engineering Consultant agrees that the Lender may assign or sublet the
         Agreement to an assignee who is financially reliable and who agrees to
         perform Owner's obligations hereunder. In the event of any such
         assignment by the Lender, the Lender shall have no further obligations
         under the Agreement and the assignee shall be entitled to the benefit
         of all of the provisions of the Agreement.

              (d) On termination of this Agreement prior to the stated
         expiration of the term hereof for any reason whatsoever, including
         default, Engineering Consultant shall enter into a new agreement with
         the Lender with the highest lending priority immediately prior to the
         termination of this Agreement if the Lender (i) gives notice of request
         for such a new agreement within thirty (30) days after termination of
         this Agreement; (ii) pays all costs incurred by Engineering Consultant
         as a result of default and/or termination; and (iii) remedies all
         defaults as though this Agreement had not been terminated. The new
         agreement shall be for the remainder of the term hereof, effective at
         the date of termination upon the same financial terms and under the
         provisions hereof.

         22.11 No Partnership, No Third-Party Beneficiaries. This Agreement is
not intended to, and nothing contained in this Agreement shall create any
partnership, joint venture or other similar arrangement between the Parties. No
term or provision of this Agreement is intended to or shall be for the benefit
of any third-party beneficiary, person, firm, corporation or other entity not a
party hereto, and no third party shall have any right or cause of action against
any of the Parties under this Agreement.

         22.1 Entire Agreement. No verbal agreement or conversation with any
officer, agent, or employee of Owner or Engineering consultant, either before or
after the execution of this Agreement, shall affect or modify any of its terms
or obligations herein contained. This Agreement constitutes the entire agreement
between the Parties hereto, with respect to the subject matter hereof, and no
changes, alterations or modifications hereof shall be effective, unless in
writing. Such changes, alterations or modifications to this Agreement, including
agreed-upon interpretations of meaning and other mutually

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agreed-upon conditions provided for in this Agreement, shall be covered by the
issuance of a Change Order signed by both parties. Any services provided for
herein which were performed or caused to be performed by Engineering Consultant
prior to the date of the execution of this Agreement shall be deemed to have
been performed under this Agreement.

         22.13 Further Assurances. Each of the Parties shall execute and deliver
all such other and additional documents and perform all such acts, in addition
to execution and delivery of this Agreement and performance of the Party's
obligations hereunder, as are reasonably required from time to time in order to
carry out the purposes, matters and transactions that are contemplated in this
Agreement.

         22.14 Incorporation of Appendices. All Appendices attached to this
Agreement are by this reference incorporated herein.

         22.15 Governing Law. The validity and interpretation of this Agreement
shall be governed by the laws of the Province of Ontario, Canada without regard
to conflict of law principles.

         22.16 Resolution of Disputes. The Parties agree that the EPCM Services
are an integral part of the Project and that the Project is international in
nature. The investment capital for the Project will come from international
sources. Owner and Engineering Consultant are both North American companies.
Engineering Consultant will be managing contractors and vendors from Venezuela
and other countries. In consideration of the interrelationship of the various
contracts necessary for construction of the Project and the importance of a
common interpretation of the contracts, the Parties agree that international
arbitration, subject to the same substantive and procedural rules, is the
appropriate mechanism for resolution of all disputes that may arise under this
Agreement or other contracts integral to the Project. The Parties expressly
agree that all disputes shall be resolved by arbitration and expressly renounce
their right to submit a dispute arising under this Agreement to the courts of
their own country or of any other country. Accordingly, any dispute,
controversy, or claim arising out of or relating to this Agreement or the
breach, termination, or invalidity thereof ("dispute") shall be resolved as
follows:

              (a) The Parties shall endeavor for a period of one month to
         resolve the dispute by negotiation between the Crystallex COO and
         Engineering Consultant's Senior Vice President, Mining and Metallurgy.

              (b) If negotiations are unsuccessful, the Parties shall, at the
         request of either Party attempt to mediate the dispute before a
         mutually acceptable mediator. The mediation shall be completed within
         three weeks of the request for mediation unless the period is extended
         in writing by the Parties.

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              (c) In the event the dispute is not successfully mediated, the
         Parties agree to submit the dispute to binding arbitration in
         accordance with the UNCITRAL Arbitration Rules in effect at the date of
         this Agreement.

              (d) Unless otherwise agreed by the Parties, there shall be one
         arbitrator who shall be a person with a technical expertise or
         background in the subject area of the dispute.

              (e) If the Parties are unable to select an arbitrator within 30
         days of the notice of arbitration, the arbitrator shall be selected by
         the International Centre for Dispute Resolution, New York, New York,
         U.S.A.

              (f) Unless otherwise agreed by the Parties, the place of
         arbitration shall be Miami, Florida, U.S.A. The arbitration shall be
         administered by the International Centre for Dispute Resolution, New
         York, New York, U.S.A.

              (g) Unless otherwise agreed by the Parties, the language of the
         arbitration shall be English.

              (h) The arbitrator shall have the authority to order the Parties
         to produce documents or things for inspection and to provide
         appropriate discovery to each other, including the depositions of Party
         witnesses and the exchange of expert reports.

              (i) The arbitrator shall have the authority to order interim
         measures or preliminary injunctive measures and to require an
         undertaking or bond if appropriate.

              (j) At the request of any Party, there shall be an oral hearing
         for the presentation of oral testimony and oral argument. Written
         presentations may also be received. The Parties shall have the right to
         cross examine witnesses, if requested.

              (k) The arbitrator shall have the authority to administer oaths
         and to issue orders requiring the presence of witnesses at the hearing
         if consistent with local law, or to apply to a local court to issue
         such orders.

              (l) The arbitrator shall decide the matter on the basis of
         fairness and equity (ex aequo et bono) and in accordance with the
         provisions of this Agreement.

              (m) The arbitrator shall render a decision in writing in English
         not more than six months after the appointment of the arbitrator. The
         decisions shall be final and binding on the Parties and not subject to
         appeal or review.

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              (n) The prevailing Party shall be entitled to an award of costs
         and attorneys' fees unless the arbitrator determines that each Party
         should bear its own costs and split the common costs of arbitration.

         22.17 Multi-Party Disputes. In the event that a dispute between the
Parties arises out of or is related to a dispute between one of the Parties and
a third party involving the EPCM Services or the Project ("Related Party
Dispute") and the Related Party Dispute relates to the obligations of the
Parties under this Agreement and there are common issues of law or fact so that
there is a possibility of conflicting rulings if the dispute and the Related
Party Dispute are decided in more than one arbitration proceeding, the Parties
agree as follows:

              (a) At the request of any Party, the dispute and the Related Party
         Dispute(s) shall be consolidated and determined by a single arbitrator,
         who shall be a person with a technical expertise or background in the
         subject area of the dispute, in a single arbitration proceeding
         pursuant to the UNCITRAL Arbitration Rules.

              (b) Any Party seeking consolidation shall give written notice of a
         request for consolidation to all parties sought to be consolidated (the
         "participants") within 15 days of the notice of arbitration.

              (c) If all participants are not able to agree on an arbitrator to
         hear the consolidated matter within 30 days of the request for
         consolidation, a single arbitrator shall be selected by the
         International Centre for Dispute Resolution. The place of the
         arbitration shall be Miami, Florida, U.S.A. The arbitration shall be
         administered by International Centre for Dispute Resolution, New York,
         New York, U.S.A.

              (d) The language of the arbitration shall be English. At the
         request of any participant, the arbitrator shall also be fluent in
         Spanish.

              (e) The arbitrator shall have the authority to order the
         participants to produce documents or things for inspection and to
         provide appropriate discovery to each other, including the depositions
         of participant witnesses and the exchange of expert reports.

              (f) The arbitrator shall have the authority to order interim
         measures or preliminary injunctive measures and to require an
         undertaking or bond if appropriate.

              (g) At the request of any participant, there shall be an oral
         hearing for the presentation of oral testimony and oral argument.
         Written presentations may also be received. The participants shall have
         the right to cross-examine witnesses, if requested.

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              (h) The arbitrator shall have the authority to administer oaths
         and to issue orders requiring the presence of witnesses at the hearing
         if consistent with local law, or to apply to a local court to issue
         such orders.

              (i) The arbitrator shall decide the matter on the basis of
         fairness and equity (ex aequo et bono) and in accordance with the
         provisions of the applicable agreements.

              (j) The arbitrator shall render a written decision in English not
         more than six months after the notice of arbitration. The decisions
         shall be final and binding on the Parties and not subject to appeal or
         review.

              (k) The arbitrator shall have the authority to vary the UNCITRAL
         Rules where appropriate to accommodate the fact that there are multiple
         parties and to achieve the efficient administration of justice. The
         arbitrator shall designate on a claim-by-claim basis, which shall be
         the claimant, the defendent(s), or the counter-claimant. The arbitrator
         shall also have the authority to determine the appropriateness of
         consolidation of claims or parties.

              (l) The provisions of this section shall not apply unless the
         Related Party Dispute arises under a contract containing a multi-party
         dispute resolution clause similar to this section.

         22.18 Severability. If any term or provision of this Agreement shall,
to any extent, be determined by a court of competent jurisdiction to be invalid
or unenforceable, the remainder of this Agreement shall not be affected thereby,
and each term and provision of this Agreement shall be valid and enforceable to
the fullest extent permitted by law.

         22.19 Force Majeure. If either Party is prevented by any event of Force
Majeure from carrying out any of its obligations pursuant to this Agreement
(including without limitation any act of God, war, riot, labour dispute, fire or
any cause beyond the control of such Party except for financial inability), then
any scheduled time for performance shall be extended for as long as the Force
Majeure continues to prevent the performance of such obligations. Any Party
prevented from carrying out any obligations by Force Majeure shall promptly give
the other Party notice of the Force Majeure including reasonably full
particulars in respect thereof, and the efforts that the claiming Party intends
to take to remedy and resolve the event of Force Majeure as soon as possible.
The notice shall be provided within 96 hours after the occurrence of the event
of Force Majeure. If the event of Force Majeure continues beyond 60 days, either
party may terminate this Agreement.

         22.20 Confidentiality. Engineering Consultant, its employees and
subcontractors, if any, shall hold in confidence and not disclose to any person
without the prior written consent of Owner, any and all oral or written
information, analyses, reports, studies, costs, strategies, formulas, devices,
trade secrets and other information

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whatsoever relating to Owner, the Work, or the Project (collectively
"Confidential Information") which is disclosed to, otherwise made available to,
or obtained by, Engineering Consultant, its employees, agents, servants or
subcontractors, directly or indirectly, in connection with the Work or the
Project. Engineering Consultant shall not, and shall cause its employees, agents
and servants not to use Confidential Information for any purpose other than
performing the Work. Engineering Consultant agrees to return all Confidential
Information to Owner upon request, and to destroy any documents, memoranda,
notes and other writings containing or reflecting Confidential Information. The
term "Confidential Information" shall not include (i) any information that at
the time of disclosure is in the public domain; (ii) any information that, after
disclosure, is published or otherwise becomes part of the public domain through
no fault of a party; (iii) any information that the receiving party can show was
in its possession at the time of the disclosure and that without breach of any
obligation of confidentiality, it is free to disclose generally to the public;
and (iv) any information that the receiving party can show was received by it
after the time of disclosure, from a third person did not acquire it directly or
indirectly from the disclosing party or its related entities under an obligation
of confidentiality, and that without breach of any obligation of confidentiality
the receiving party is free to disclose generally to the public; provided,
however, that in determining whether any obligation of confidentiality would be
breached any obligation which has lapsed merely as a result of the passage of
time shall be deemed to be in effect for purposes of this section. This section
shall survive the expiration or termination of this Agreement and for a period
of five (5) years thereafter.

22.21 FCPA/CFPOA. Each Party hereby covenants and agrees to comply, and to cause
its affiliates and subcontractors to comply, with all laws and regulations
applicable to the Parties in respect of the matters contemplated herein and to
take no actions, and to cause its affiliates to take no actions, of any nature
which would contravene any of such laws or regulations or which would contravene
any provision of the United States Foreign Corrupt Practices Act ("FCPA") or the
Canadian Corruption of Foreign Public Officials Act or the Criminal Code of
Canada (collectively the "CFPOA") including, without limitation, offering or
paying or giving anything of value, either directly or indirectly, to an officer
or employee of any government or any department, agency or instrumentality
thereof, or any person acting in an official capacity for or on behalf of any
government or department, agency or instrumentality, or of any political party
or to any candidate for political office for the purpose of influencing an act
or decision in his or her official capacity, or inducing him or her to do or
omit to do any act in violation of his or her lawful duty or to use his or her
influence with any government, in order to assist a Party or any of their
respective affiliates in obtaining or retaining business, or an advantage in the
course of business, for or with, or directing business to, any person.
Engineering Consultant hereby acknowledges and agrees that Engineering
Consultant and each of its affiliates and subcontractors is an independent
contractor and is not a legal representative or agent of Owner or of any of its
affiliates for any purpose and does not have the right or authority to incur,
assume or create, in writing or otherwise, any warranty, liability or
obligation, express or implied, in the name or on behalf of Owner or any of its
affiliates for any purpose including, without limitation, in

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(Las Cristinas Project)
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<PAGE>

                             [CRYSTALLEX LETTERHEAD]

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


any manner that would or could result in a violation or contravention of the
provisions of the FCPA or the CFPOA. Engineering Consultant agrees that if it at
any time receives any request relating to Owner or any of its affiliates or the
Project that Engineering Consultant reasonably believes may constitute a
violation of any applicable law (including, without limitation, the FCPA or the
CFPOA), Engineering Consultant shall promptly notify Owner and shall provide it
with all relevant particulars respecting that request.

              (a) All payments to Engineering Consultant hereunder will be
         solely by check or bank transfer; no payment will be in cash or bearer
         instrument, and no payment will be made to any corporation or person
         other than Engineering Consultant.

              (b) Engineering Consultant represents that it is familiar with the
         FCPA and the CFPOA and their purposes - in particular, it is familiar
         with the provisions that prohibits the payment or giving of anything of
         value, either directly or indirectly, to an official of a foreign
         government for the purpose of influencing an act or decision in his
         official capacity, or inducing him to use his influence with the
         foreign government, to assist a company in obtaining or retaining
         business, or an advantage in the course of business, for or with, or
         directing business to, any person.

              (c) Engineering Consultant further represents and covenants that
         none of Engineering COnsultant's partners, owners, principals and staff
         members are officials, officers or representatives of any government,
         and that no part of the compensation to be provided to Engineering
         Consultant hereunder will be accepted or used by Engineering Consultant
         for any purpose, nor will it take any action which would constitute a
         violation of any law of the various jurisdictions in which it performs
         services or of the United States or Canada, including the FCPA and the
         CFPOA. For its part, Owner represents and convenants that it does not
         desire and will not request any service or action by Engineering
         COnsultant that would or might constitute any such violation.

              (d) Engineering Consultant agrees to provide the full disclosure
         of the existence and terms of this Agreement and any subcontract at any
         time and for any reason to whomever Owner determines has a legitimate
         need to know such terms for purposes of complying with this section
         including, without limitation, the governments of Venezuela, the United
         States, and Canada.

              (e) Engineering Consultant acknowledges, and Owner represents,
         that no agent or employee of Owner shall have authority to give any
         express or implied direction, whether written or oral, authorizing
         Engineering COnsultant to make any commitment to any third party on
         behalf of Owner in violation of the terms of this Agreement.

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Construction Management Agreement
(Las Cristinas Project)
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<PAGE>

                             [CRYSTALLEX LETTERHEAD]

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

              (f) Owner shall be entitled to conduct an audit with respect to
         all invoices submitted to it by Engineering Consultant. Upon notice
         that Owner has elected to conduct an audit, Engineering Consultant
         shall make available to Owner all supporting documents requested by
         Owner including, but not limited to, invoices, receipts and original
         entry records for all charges invoiced to Owner.

              (g) Violation of this section may be deemed by Owner to be a
         material breach of this Agreement and any other contract with Owner and
         subject all contracts with Engineering Consultant to termination for
         default, as well as any other remedies at law or in equity.

IN WITNESS WHEREOF, the Parties hereto have executed and delivered this
Agreement on the dates set forth below, to be effective as of the date first set
forth above.

                                       CRYSTALLEX INTERNATIONAL CORPORATION

Date: March 23/04                          By: /s/ Ronald H. Colquhoun
      -----------                              ----------------------
                                           Name: Ronald H. Colquhoun
                                               ----------------------
                                           Its: VP Technical Services

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


Date: March 23/04                          By: /s/ Daniel R. Ross
      -----------                              ------------------
                                           Name: Daniel R. Ross
                                               ------------------
                                           Its: Exec. VP Corp. Counsel
                                                -----------------------


                                       SNC-LAVALIN ENGINEERS & CONSTRUCTORS INC.

Date: 23/3/04                              By: /s/ Michael Day

      -------                                  ---------------
                                           Name: Michael Day

                                               ---------------
                                           Its: Senior Vice President

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


Date:                                      By:
      -----------                              ------------------------
                                           Name:
                                                -----------------------
                                           Its:
                                               ------------------------



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Engineering, Procurement And
Construction Management Agreement
(Las Cristinas Project)
570160.11


                              [Appendices Omitted]