ACCEPTANCE OF APPOINTMENT AS CORPORATE ADVISOR

1

Scope of our work

1.1

DCL will act as corporate adviser to ASW in connection with the acquisition of the shares of Metal Sands Limited (“MSA”). The scope of our role is set out as Annexure 1.

1.2

DCL will act as lead capital raiser to ASW. This role will include at least three equity capital raisings:

1.2.1

A minimum of USD 400,000 to be raised to fund, inter-alia, the working capital requirements of MSA in relation to its current mineral sands project (“MSA Project”);

1.2.2

Approximately USD 3 million for the development and publication of a bankable feasibility study and to get the MSA Project operational;

1.2.3

The necessary debt and equity funding to fund the capital expenditure requirements of ASW/MSA going forward, in accordance with a strategic plan to be developed by ASW/MSA in consultation and agreement with DCL.

1.3

DCL will act as corporate adviser in respect of any other future capital raising transactions with which ASW is involved, while the mandate described in clause 1.4 is in place and on terms negotiated from time to time.

1.4

DCL will act as the ongoing corporate adviser to ASW, unless this mandate is terminated by ASW, which it may do by not less than three months’ written notice to DCL effective at any time after August 2006. Details of this role are set out in Annexure 2.

2

Basis of remuneration

2.1

DCL will be remunerated as follows:

2.1.1

DCL is to be issued with 15,000,000 warrants in ASW at an exercise price of US4c per warrant. Each warrant will be convertible to one ordinary share in ASW. The exercise of these warrants shall be contingent on:

·

The acquisition by ASW of MSA; and

·

a capital raising by DCL on behalf of ASW of a minimum of US$400,000.

2.1.2

A total fee of 6% on all equity raised, plus a 3% on all debt raised in terms of 1.2.2 and 1.2.3.

2.1.3

For all transactions in respect of 1.3, a separate fee will be negotiated;

2.1.4

A monthly retainer of US$15,000 per month for three years in respect of 1.4 commencing on the date of signature by both ASW and MSA of the Heads of Agreement (the “Signature Date”) and monthly in advance on the Signature Date (pro-rated for that month) and thereafter on the first day of each and every calendar month. For the first year the retainer will be in the form of a reduction in the warrant price payable by DCL. The retainer will therefore have no impact on the cash flow of ASW during the first year of the retainer. From the date of commencement of the second year of the retainer, DCL can elect to take the fee in cash or as a reduction in the warrant price.

2.2

ASW will reimburse DCL, on invoice, for (i) the fees and disbursements of legal and other advisers retained by DCL on ASW’s behalf (provided that DCL will consult in good faith with ASW before engaging any such advisers), (ii) the costs of any printing and proofing of documents prepared and (iii) any other out of pocket expenses incurred in connection with the any of the above transactions (provided that DCL will seek ASW’s authorisation before incurring any such expenses which individually amount to more than AUD5,000), together in each case with an amount equal to any GST incurred thereon which is not otherwise recoverable by GST.

2.3

No fee payable to any other adviser by ASW or by any other business in connection with the acquisition of MSA or the events described in 1.2 shall reduce or otherwise affect any fee or commission payable hereunder.

3

Confidentiality

DCL undertakes to keep confidential any confidential information which is provided to it by ASW or MSA and which is