EX-10.17 JOINT VENTURE AGREEMENT

Joint Venture JV Agreement

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OM GROUP INC | GROUPE GEORGE FORREST S.A | LA GENERALE DES CARRIERES ET DES MINES

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Title: EX-10.17 JOINT VENTURE AGREEMENT
Governing Law: Delaware Date: 3/31/2005
Industry: CHMMFG

Search Joint Venture JV Agreement by:

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Exhibit 10.17

JOINT VENTURE AGREEMENT

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

BETWEEN

OMG B.V.

GROUPE GEORGE FORREST S.A.

AND

LA GENERALE DES CARRIERES ET DES MINES

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THE PRESENT AGREEMENT IS ESTABLISHED IN ITS ENTIRETY BY ALL

THE ELEMENTS HEREINAFTER SPECIFIED AND AS REFERRED TO IN THE

RESPECTIVE ARTICLES

I. DEFINITIONS

II. SPECIAL PROVISIONS

1. Formation of a Joint Venture

2. Representations, Warranties, Title to Assets

3. Capital Contributions and. Financing of the Project

4. Management

5. Preliminary Activities

6. Related Agreements

7. Liabilities and Commitments of the Parties

8. Term and Termination

9. Withdrawal Option

10. Buffer Stock

11. Additional Guarantees

12. Developments

III. GENERAL PROVISIONS

1. Hierarchical Order of the Agreements

2. Amendments

3. Restrictions on Transfers

4. Arbitration and Applicable Laws

5. Confidentiality

6. Force Majeure

7. Notices

8. No Waiver

9. Severability and Headings

10. Sovereign Immunity

11. Appendices

12. Further Engagements

13. General Clauses

14. Authorizations and Entering into Force

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The Present Agreement is concluded between:

1.OMG B.V. a company organized and existing under the laws of the Netherlands,

having its registered office at ROTTERDAM, being a 100 per cent controlled

subsidiary of OM Group Inc., a company organized and existing under the laws

of the state of DELAWARE (USA) and having its registered office at 3800

Terminal Tower, CLEVELAND 44113 OHIO (USA), which shall be together with its

subsidiary jointly and severally responsible for the obligations of the

subsidiary, OMG B.V. hereinafter referred to as OMG;

2.GROUPE GEORGE FORREST S.A., a company organized and existing under the laws

of Luxembourg and having its registered office at 25 rue de la Chapelle,

Luxembourg, hereinafter referred to as GGF; and

3.LA GENERALE DES CARRIERES ET DES MINES, a corporation organized and existing

under the laws of the Democratic Republic of Congo and having its registered

office at boulevard Kamanyola, P.O. Box 450, LUBUMBASHI, DEMOCRATIC REPUBLIC

OF CONGO, hereinafter referred to as GECAMINES, or GCM.

Whereas the Parties have concluded a Frame Agreement signed in February 1996

where they have agreed on the general outlines of the establishment of a Joint

Venture to partially or totally process the slag in the site of LUBUMBASHI;

Whereas OMG, GGF and GECAMINES have initiated studies to determine the

economical and technical feasibility of a Cobalt Slag Processing Operation in

LUBUMBASHI, DEMOCRATIC REPUBLIC OF CONGO;

Whereas the Parties intend to invest in the Processing Plant if the feasibility

proves to be positive;

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Whereas for the purpose of carrying out the activities of the Project, the

Parties wish to form:

(a) a Joint Venture Company under the laws of JERSEY in the form of a private

limited liability company or in any other country and/or in such other form

as agreed by the parties (the Joint Venture, hereinafter referred to as

J.V.);

(b) a Slag Processing Company in the form of a Private Company with Limited

Responsibility (SPRL) existing under the laws of the DEMOCRATIC REPUBLIC OF

CONGO, the shares of which shall be primarily owned by the J.V. (hereinafter

referred to as Slag Processing Company of Lubumbashi or Processing Company

or S.T.L.);

Whereas the Parties wish to formalize their Agreement as to the formation and

operation of a J.V. as well as to carry out activities such as feasibility

studies, building of the Plant, Processing of Slag, Purchase of Slag, Sales of

Processed Materials, transportation as well as management related to the

project;

NOW THEREFORE in consideration of the premises and of the Contracts and

Agreements contained in this Agreement, the Parties hereby agree as follows:

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I. DEFINITIONS

The terms defined hereinafter shall for all purposes of this Agreement and

related Contracts have the meanings hereinafter specified, unless otherwise

specified:

AGREEMENT means this document signed by the Parties and its appendices forming

an integral part of the present Agreement as well as its possible amendments.

BUYER means OMG KOKKOLA CHEMICALS Oy (KCO), a subsidiary of the OMG Group,

buying Cobalt Alloy in the Long Term Cobalt Alloy Sales Agreement.

PURCHASER means the J.V. purchasing Slag in the Long Term Slag Sales Agreement.

COBALT BEARING ALLOY or TREATED MATERIAL means the main end product of the

Processing Company (sometimes also called "Cobalt Alloy") containing cobalt and

copper.

YEAR means calendar year beginning on 1st of January and ending on 31st of

December.

UMPIRE means a person appointed by mutual agreement of the J.V. and the Buyer or

GECAMINES in accordance with the Long Term Slag Sales Agreement or Long Term

Cobalt Alloy Sales Agreement.

CIF means "cost, insurance and freight" as defined in INCOTERMS, 1990 edition.

TOLLING AGREEMENT means the Agreement concluded between the J.V. and the

Processing Company for the purpose of processing Slag into Cobalt bearing Alloy.

LONG TERM COBALT ALLOY SALES AGREEMENT means the Agreement whereby the J.V.

undertakes to sell Cobalt Alloy to the Buyer and the latter undertakes to buy

Cobalt Alloy from the J.V.

LONG TERM SLAG SALES AGREEMENT means the Agreement whereby GECAMINES undertakes

to sell Slag to the J.V. and the latter undertakes to buy Slag from GECAMINES.

DATE OF DELIVERY means the date on which the J.V. takes and becomes the owner of

the Site Slag according to the terms of the ex-site delivery clause.

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DDU means "delivery duty unpaid" as defined in INCOTERMS, 1990 edition

EXW means "ex works delivery" clause as defined in INCOTERMS, 1990 edition.

SUPPLIER means the GENERALE DES CARRIERES ET DES MINES supplying Slag in the

Long Term Slag Sales Agreement.

J.V. means a private limited liability company having its registered office in

JERSEY.

BUSINESS DAY means a day which is not a Saturday, a Sunday or a public holiday

in Finland, The Netherlands or the Democratic Republic of Congo.

KCO means OMG KOKKOLA CHEMICALS Oy, a subsidiary of the OMG Group located in

KOKKOLA, REPUBLIC OF FINLAND and established under the laws of the REPUBLIC OF

FINLAND.

LMB means the LONDON METAL BULLETIN.

LME means the LONDON METAL EXCHANGE.

SUPPLY LOT means a part of each delivered supply of Cobalt Alloy containing

approximately 100 tons of Cobalt Alloy as divided by the BUYER in KOKKOLA for

weighing, sampling, analysis and moisture content determination.

EXPEDITION LOT means the tonnage of one container of Cobalt Alloy dispatch from

the Processing Plant.

USED LOTS means the Lot or Lots of Cobalt Alloy taken into usage by the BUYER

for a period of one month.

MONTH means calendar month.

PARTIES means the Parties to this Agreement.

QUOTATIONAL PERIOD means the Period defined in Article 5 of the Long Term Slag

Sales Agreement or in Article 6.2 in the Long Term Cobalt Alloy Sales Agreement.

WEIGHTS AND MEASURES

1 (metric) ton = 2,204.6 pounds avoirdupois

1 dmt or ts = 1 dry metric ton

1 wmt or th = 1 wet metric ton

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TAKEN INTO USAGE means the taking of the Cobalt Alloy either directly from the

ordinary commercial raw material Stock or alternatively from the Buffer Stock as

a complement of the KOKKOLA Processing Plant.

PROJECT means the conception and building of a Processing Plant in LUBUMBASHI

for the purpose of exploiting the Slag Site of LUBUMBASHI as well as the proper

operation of the Processing Plant, the trading operations including related

operations and the distribution of the profits.

PROCESSED SLAG means the Slag resulting from the operations in the Processing

Plant

SLAG means cobalt bearing slag located in the Site in THE DEMOCRATIC REPUBLIC OF

CONGO and to be used as feeding stock in the Processing plant.

SITE or SLAG SITE means the area in the Democratic Republic of Congo where the

Slag is located and available to be delivered to the J.V. pursuant to this

Agreement (called Terril de LUBUMBASHI, originating from the residues of the

WATER JACKET ovens of GECAMINES and namely including the zones I, J, Ki, K2 and

TAS G-L having an average cobalt content of 1,85% as described in further detail

in appendix 1 of the Frame Agreement attached as Appendix 1 to this Agreement).

PROCESSED SLAG SITE means the area in the Democratic Republic of Congo where the

processed slag will be stocked.

PROCESSING COMPANY means the Company to be set up by the J.V. in the Democratic

Republic of Congo in the form of a SPRL for the purposes of operating the

Processing Plant.

COMMERCIAL STOCK means the ordinary stock of Cobalt Alloy enabling the regular

supply of OMG-KCO plant taking into account the periodicity of maritime

arrivals.

BUFFER STOCK means the Cobalt Alloy Stock to be established at OMG in KOKKOLA,

FINLAND in accordance with article 10 of the J.V. Agreement and to be kept

separate from the Ordinary Commercial Cobalt Alloy Stock of OMG KOKKOLA

Chemicals Oy.

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USD means the lawful currency of the UNITED STATES OF AMERICA.

PROCESSING PLANT means the Plant to be located in LUBUMBASHI in the DEMOCRATIC

REPUBLIC OF CONGO. The Plant shall be operated by the Processing Company for the

purpose of processing Slag into Cobalt bearing Alloy.

SELLER means the J.V. selling Cobalt Alloy in the Long Term Cobalt Alloy Sales

Agreement.

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II. SPECIAL PROVISIONS

1. FORMATION OF THE JOINT VENTURE

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

1.1. The Parties hereby agree to promptly establish a Joint Venture Company in

the form of a private limited liability company to be named GROUPEMENT DU

TRAITEMENT DU TERRIL DE LUBUMBASHI (GTL) or such other name as agreed by the

Parties.

The By-laws of the J.V. shall be prepared and signed by the Parties in such

time as unanimously agreed by them.

1.2 The primary goals of the J.V. are:

i) to establish a Processing Company, a subsidiary to the J.V., to be

registered under the laws of the DEMOCRATIC REPUBLIC OF CONGO and to

be named Societe de Traitement du Terril de LUBUMBASHI (S.T.L.).

ii) to conclude and ensure the best possible follow-up of Agreements such

as:

- The Long Term Slag Sales Agreement

- The Long Term Cobalt Alloy Sales Agreement

- The Tolling Agreement (related to the processing of

the Slag by the Processing Company)

iii) to conclude the Agreement of the Parties concerning the Capital

contributions, the loans and other financing of the Project as well as

optimizing and distributing the profits.

iv) to organize the management and follow-up of the Project.

2. REPRESENTATIONS, WARRANTIES, TITLE TO ASSETS

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2.1. Capacity of the Parties

Each of the Parties represents and warrants as follows:

a) that it is a legal entity duly incorporated in its

country of constitution,

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b) that it has the corporate capacity to enter into and perform this

Agreement,

that all corporate and other actions required to authorize the party to

enter into and perform this Agreement have been taken;

c) that the Party shall not breach any other agreement or contract by entering

into or performing this Agreement; that this Agreement is valid and binding

upon in accordance with its terms.

3. CAPITAL CONTRIBUTIONS AND FINANCING OF THE PROJECT

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3.1. The pre-feasibility study undertaken by OMG has estimated that the total

investment of the Project will be at about 115 USD million. The total

amount shall be decided by the Parties after the completion of the

feasibility studies.

The total capital to be considered below shall therefore be in the order of

USD 115 millions (or such other figure as determined by the Parties after

the completion of the feasibility study), possibly further increased to

obtain the working capital necessary to start the operations.

To that effect, the J.V. shall issue ordinary shares in one or more calls

for Parties to subscribe, such as described in article 3.2. below and the

Parties shall undertake to subscribe such issued ordinary shares as

described below in this article.

i) OMG undertakes to subscribe 51 per cent of any issued ordinary shares

of the J.V.

Additionally OMG undertakes to subscribe ** per cent of any ordinary

shares of the J.V. Company issued prior to the end of 1999 (or such other

date as agreed by the Parties) ** as further determined in article

3.1.iii below and described in further details in the Option Agreement

attached as Appendix 5 to this Agreement.

ii) GGF undertakes to subscribe 29 per cent of any issued ordinary shares

of the J.V. Company.

** Confidential treatment has been requested with respect to certain

information contained within this document. Confidential portions are

omitted and filed separately with the Securities and Exchange Commission

pursuant to Rule 24b-2 of the Securities and Exchange Act of 1934.

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iii) GCM undertakes initially to subscribe one ordinary share of the J.V.

Company.

Additionally GCM undertakes to progressively purchase ** per cent minus

one share of the total outstanding issued ordinary share capital of the J.V.

Company from OMG ** from the date of the subscription till the date of

the subscription till the date of purchase of such shares by GCM.

For the payment of these purchases GCM ** in compensation for the first

Slag sales under the Long Term Slag Sale Agreement.

J.V. shall act as the paying agent for the purchase and sales of such

shares **

GCM will be paid for the supplied Slag by the J.V. only after the shares

representing ** per cent of the total outstanding ordinary share capital

of the J.V. Coin an have been fully purchased and paid up **.

3.2. The financing as described above shall take place in several separate

installments and in such a manner as decided by the Parties or by the Board

of Directors.

The Parties shall contribute to any capital increase in proportion to their

respective capital contribution obligations as mentioned in Article 3.1.

above or in any other manner as agreed by the Parties.

The preliminary expenses made by the Parties for the Project may be used by

them as a capital contribution, such as specified in Article 5 below.

If any Party (the defaulting party) were unable to participate in any of the

basic capital contributions, duly decided by the Parties or the Board of

Directors of the J.V. within the limits of the overall funding obligations

of the Parties, the other Parties shall have the option to increase their

respective share in the capital of the J.V in proportion to their

shareholdings.

** Confidential treatment has been requested with respect to certain information

contained within this document. Confidential portions are omitted and filed

separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of

the Securities and Exchange Act of 1934.

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3.3. The Parties agree Chat apart from the obligation to provide with the

capital contributions mentioned in article 3.1. above, the Project is

intended to be self-financing to the maximum extent possible.

To the extent the revenues of the J.V. are insufficient to meet with all

the obligations (including operation expenses and financial charges), the

Parties shall then seek to obtain additional financing from an outside

financing source to be primarily secured by the proceeds from the sales of

the Treated Materials to KCO or by parent guarantees to be provided by the

Parties in proportion to their respective contributions to the J.V.

3.4. Any additional capital increase or a parent loan, which go beyond the

initial capital can only be requested if so decided by the General Meeting

or the Board in accordance with the Articles of the J.V.

In the event that a Party (or several Parties) is not able or willing to

participate in any additional capital contribution, this shall not prevent

the other Parties (or other Party) to increase their capital contributions

and accordingly increase their capital share in the J.V.

Failure by any Party to participate in a capital contribution increasing

the capital beyond the total amount of capital as defined in art. 3.l.

above, cannot be regarded as a default of the failing Party or Parties.

3.5. All the net revenues of the J.V., after payment of all operation costs and

expenses, financial costs, taxes if any and contributions to any applicable

reserve funds as may be required by the law, shall be paid out as

distributions by the J.V. to the Parties in proportion to their capital

participation.

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4. MANAGEMENT

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4.1. After the signing of this Agreement at the latest, the Parties shall

establish a temporary Management Committee composed of 6 members and their

respective alternates.

Each Party shall nominate two representatives thereto.

A Project Manager shall be appointed by OMG to supervise the implementation

and technical execution of the project until the building of the Processing

Plant has been completed.

4.2. The Project shall be administrated by this temporary Management Committee

until the J.V. has been formally established and its Board of Directors has

been elected and nominated.

OMG shall nominate three representatives and 3 alternates to the Board of

Directors, whereas GGF shall nominate 2 representatives and 2 alternates

and GCM shall nominate 1 representative and 1 alternate.

The Chairman of the Board shall be elected among the representative members

of OMG.

Two Vice-Presidents shall be elected. The first Vice- President position

shall be devolved to the representative of GECAMINES and the second one

shall be devolved to one of the GGF representatives.

4.3. The quorum of the Board of Directors is constituted by the presence of at

least four directors. The decisions of the Board of Directors shall require

the affirmative vote of at least four directors.

4.4. The quorum of the General Meeting is constituted upon the presence of

representatives of the Parties possessing at least 66 per cent of the

capital of the J.V.

All decisions of the General Meeting shall require the affirmative vote of

representatives of the Parties possessing at least 66 per cent of the

shares in the J.V. save the decisions which are taken based on the special

procedure envisaged in art 4.5. below where the affirmative vote of 50 per

cent of the shares shall be sufficient.

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In any case the following matters In the General Meeting shall require the

affirmative vote of the representatives of the Parties possessing at least 66

per cent of the Capital of the J.V.

a) the approval of the annual budget;

b) the increase of the J.V. capital;

c) An outside financing in excess of 5 percent of the amount of the capital;

d) winding-up or liquidation of the J.V. Partnership;

e) the final decision to commence the investment, construction and processing

Operations as envisaged in Article 5.4. below;

f) all decisions in relation to. the matters listed above shall also be

subject to the specific majorities when they relate to the Processing

Company and/or to the instructions to be given by the J.V. to the Board of

Directors of the Processing Company.

g) revision or amendment of any of the Agreements listed in Article 6.

4.5. The Parties agree that the management of the J.V. shall vest in the Board

which may exercise all powers of and do all acts and things on behalf of

the J.V., save such as are required by the local law to be exercised or

done by the J.V. in the General Meeting. Nevertheless, in the event that

the Board of Directors is unable to take a decision in a matter which is

outside of the day to day management of the J.V. and which indecision may

threaten to damage the development of the Project or the security of the

manufacturing of the Slag or the deliveries of Treated Material, such

matters shall be taken to the General Meeting, which shall have the

exclusive right to decide upon those matters with an exceptional majority

of 50 per cent. Before the date of such General Meeting, the Parties will

use their best endeavors to decrease the discrepancies between their points

of view.

4.6. The J.V. shall reimburse the Parties the travel and out of pocket expenses

incurred by the Board of Directors or their representatives to attend the

Board meetings.

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4.7. All programs and budgets shall be established on a calendar year basis,

unless otherwise mutually agreed.

4.8. STL shall be managed by a Managing Board that shall appoint and elect the

General Director.

OMG shall nominate 3 representatives to the Managing Board, whereas GGF

shall nominate 2 representatives and GCM shall nominate l representative.

The Chairman of the Board shall be elected among the GGF representatives.

Two Vice-Presidents shall be designated and nominated.

The first position shall be devolved to the GECAMINES representative and

the second position shall be devolved to one of the OMG representatives.

5. PRELIMINARY ACTIVITIES

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

5.1. Before deciding on the commercial exploitation of the Slag deposit, such

further investigations and studies (referred to as preliminary activities)

are necessary to determine the feasibility of the investment, the

construction and processing activities.

5.2. The costs and expenses incurred by the Parties prior to the setting up of

the J.V. and approved by the Board of Directors (and by an independent

auditor, if necessary) shall be considered as a contribution against the

obligation of the Parties to provide with the capital contribution of the

J.V. pursuant to Article 3.1. of this Agreement.

5.3. The technical and administrative services needed to carry out the

preliminary activities shall as far as possible be rendered by the Parties

or their affiliated companies on such terms and conditions considered

reasonable and acceptable by the Board of Directors.

5.4. Upon completion of the preliminary activities and after the analysis of the

cobalt contents of the Slag deposit in accordance with Article 3 of the

Frame Agreement, the Parties shall take their final decision as to whether

they begin to invest, construct and initiate the Processing operations.

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That decision shall be taken no later than six months after the signing of

this Agreement, provided OMG and/or GGF have not made use of the right to

withdraw.

6. RELATED AGREEMENTS

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6.1. Slag Supply

A Long Term Slag Sales Agreement shall be concluded between GCM on the one

hand, and the J.V. on the other hand, whereby the J.V. shall have the

exclusive right to purchase the Slag located on the well known site of

LUBUMBASHI on terms and conditions as set out in the Frame Agreement and in

further details in the Long Term Slag Sales Agreement attached as Appendix

2 to this Agreement.

To ensure uninterrupted and unhindered continuity of Slag deliveries to the

J.V. and to the Processing Company in accordance with the terms of the

Frame Agreement and of the Long Term Slag Sales Agreement, GCM agrees as

detailed in the above mentioned agreements, to accept that a Cobalt Alloy

Buffer Stock be created by the J.V. in KOKKOLA FINLAND with a six month

supply of KCO.

The J.V. shall enter in the accounts and manage the fluctuations of that

stock.

6.2. Cobalt Alloy Sales

OMG undertakes that KCO shall undertake to purchase from the J.V. all or

part of the Cobalt Alloy produced in the Processing Plant in accordance

with the terms and conditions set up in the Long Term Cobalt Alloy Sales

Agreement attached as Appendix 3 to this Agreement.

6.3. Management of STL

The Board of Directors of the J.V. shall determine the by-laws of STL as

well as the possible Management Agreement determining the management rules

of STL in more detail.

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6.4. Construction of the Processing Plant

GGF's affiliates, the SPRL Entreprises Generales MALTA FORREST (EGMF) for

earth moving and civil works, and NEW BARON & LEVEQUE INTERNATIONAL S.A.

(NBLI) for site supervision, building, commissioning as well as certain

engineering activities related to steel structure, piping, electricity and

instrumentation and certain procurement and follow-up activities, shall be

designated as nominated subcontractors.

These companies shall provide the J.V. with a cost plus fee bid.

On the basis of that bid, the Board of Directors of the J.V. shall decide

either to award the Contract to the EGMF and NBLI or to call for tenders to

third parties. In the latter case the companies EGMF and NBLI shall have

the right of first refusal.

All the principles, terms and conditions for the above mentioned

subcontracts are described separately in the Construct ion Agreement.

6.5. Transportation Services

The J.V. shall appoint GEORGE FORREST INTERNATIONAL S.A. to organize:

1. the handling of the Slag and Processed Slag if required after

completion of the feasibility study.

2. the transportation of Cobalt-bearing Alloy from the Processing Plant

to the port of KOKKOLA in Finland, unloading excluded but the

supervision and related transport insurance included.

That company shall submit a bid to the J.V.

On the basis of that bid, the Board of Directors of the J.V. shall decide

either to appoint the company or to call for bids from third parties. In

such case GFI S.A. shall have the right of first refusal.

<PAGE>

6.6. Tolling Agreement

The Processing Company, STL, shall enter into a Tolling Agreement with the

J.V. whereby the J.V. shall grant STL the right to process all of the Slag

acquired by the J.V. from GCM on terms and conditions as set out in the

Tolling Agreement attached as Appendix 4 to this Agreement.

7. LIABILITIES AND COMMITMENTS OF THE PARTIES

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

7.1. The Parties' liability for the J.V.'s debts and liabilities are limited to

the capital invested in the J.V.. The J.V. shall be the owner of its assets

and shall be the obligor in respect to its liabilities.

The Parties shall not be liable for the debts or liabilities of the J.V.,

except to the extent any such debts or liabilities shall have been

expressly guaranteed by such Party.

7.2. In order to protect the environment in LUBUMBASHI and subject to the

limitations set out above the Parties undertake to construct, operate and

maintain their Processing Plant in the Democratic Republic of CONGO in an

orderly way and corresponding to the rules for protecting the environment

applicable in the European Union.

8. TERM AND TERMINATION

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

8.1. This Agreement shall remain in full force and effect for as long as:

- the J.V. shall hold any rights,

- the assets of the J.V. are not disposed of,

- a final settlement after liquidating the J.V. has not

been made.

8.2. The Parties may at any time terminate this Agreement by mutual agreement in

writing.

In the case of termination by mutual agreement, the Parties shall agree as

to the terms of the dissolution/liquidation of the J.v.

<PAGE>

8.3. The non-defaulting Parties of the J.v. shall be entitled to vote for the

exclusion of a defaulting Party, if the exclusion is voted unanimously by

the members representing the non-defaulting Parties after having heard the

explanations from the defaulting Party in one of the following cases:

- that Party would materially infringe one of the provisions of this

Agreement or related agreements and would not have remedied such breach as

required in Article 13.1 of the general provisions;

- that Party would be in default of its obligation related to investment

needs as defined in Article 3, providing the terms of Article 13.1. of the

General Provisions have been first made use of.

The non-defaulting Parties may, acting together, either choose to terminate

this Agreement or to acquire all the shares of the defaulting Party and the

defaulting party has the obligation to sell all its shares at a price

defined in article 8.5. below, deducting the possible damages.

8.4. In addition to the terms and conditions of Article 8.3., the non-affected

Parties shall be entitled to vote for the exclusion of any Party affected

by the occurrence of the following cases:

i) any Party becoming insolvent or having a temporary receiver

appointed of its assets or an execution of distress or warrant of

distress levied upon its assets, or if they have a consequence on the

execution of this Agreement.

ii) an order being made or a resolution being passed for winding-up or

liquidation of any Party except that where any such event is only for

the purposes of acquisition or amalgamation with another and the

relevant company emerging is and agrees to be bound by the terms of

this Agreement, providing an endorsement be made and that such an

event shall not endanger the completion of operations to the

satisfaction of the non-affected Parties.

iii) the shares of the social capital of a Party have been acquired to

an extent exceeding 26 percent of the social capital of that Party by

a competitor of any of the other Parties.

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8.5. In the event of the exclusion of any Party due to Article 8.3 or 8.4 of the

Special Provisions or to Article 13.1 of the General Provisions, as well as

in the event of a voluntary withdrawal, the remaining Parties shall be

entitled (but not obligated) to purchase all the shares, (but not less than

all the shares) of the excluded or withdrawing Party. That purchase shall

be in proportion to the shares already held, unless otherwise agreed by the

non-defaulting Parties. The purchase price shall be set at the book value.

The book value shall be calculated on the capital of the J.V. including the

equity capital, retained earnings and reserves less any and all long and

short term liabilities.

In case any of the Parties would not agree upon the book value, the Parties

shall appoint an independent internationally accepted auditing firm to make

such a valuation. Such a valuation shall be binding to all Parties.

Should the Parties not agree upon the auditing firm, the valuation shall be

decided in an arbitration pursuant to Article 4 of the General Provisions

of the Agreement.

9. WITHDRAWAL OPTION

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

It is absolutely essential for the Parties that the results from the preliminary

activities will give sufficient evidence that:

i) the cobalt content of the Slag as to quantity and quality will be to the

satisfaction of the Parties as defined in Articles 2 of the Long Term Slag

Sales Agreement in the Appendix 2 hereto.

ii) the commercial exploitation is viable to the satisfaction of the

Parties, in accordance to the feasibility studies, construction and

investment calculations related to the processing as well as the other

activity plans to be completed in accordance with Article 5.1 above.

<PAGE>

The Parties shall have a period of consideration of 6 months starting on

the date of entering into force of this Agreement. Should the conditions

defined in sub-articles i) and ii) not be fulfilled within the said period

to the satisfaction of any of the Parties, that Party shall have the right

to withdraw from this Agreement without any liability to pay any

compensation or reimbursement of costs to other Parties or any

reimbursement of its own expenses.

10. BUFFER STOCK

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The Long Term Slag and Cobalt Alloy Sales Agreements set out that the J.V.

shall constitute and maintain a Cobalt Alloy Buffer Stock in KOKKOLA,

FINLAND containing the equivalent of 6 months of delivery to KCO.

The J.V. shall arrange for the accounts and manage the fluctuations of the

Buffer Stock.

11. ADDITIONAL GUARANTEES

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

GECAMINES undertakes :

(i) to guarantee for the J.V. an unhindered access right to the Site,

either by not alienating to a third party or assigning to the J.V. the

ownership of the strip of land through which access to the Site is

made and such as mutually agreed, as well as the exclusive rights to

the Slag.

(ii) to support the obtaining of guarantees from the Government of the

Democratic Republic of Congo such as a guaranty for a favorable fiscal

treatment, guarantees concerning the expatriation of the profits, the

non-expatriation of the Plant and a guarantee that in the case

GECAMINES would be privatized, all its obligations resulting from this

Agreement, would remain in force.

(iii) to support the obtaining of other authorizations, permissions, fiscal

exemptions, export licenses, etc. on behalf of the Processing Company

and/or the J.V.

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(iv) to give all the necessary assistance to insure a continuous supply of

electricity and water to the Plant.

12. DEVELOPMENTS

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

Given the possible developments in the processing technology in the coming years

and during the validity period of this Agreement, the Parties shall examine the

possibility to improve the quality of the production with the view to increase

its value added.

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III. GENERAL PROVISIONS

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

1. HIERARCHICAL ORDER OF THE AGREEMENTS

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

This Agreement is part of the Agreements concluded between the Parties.

The aim of these Agreements is to set up the terms and conditions of the

purchase of the Slag located at the Site, the setting up of the J.V. and of

the Processing Company and selling the Cobalt-bearing Alloy to KCO for

further processing.

These Agreements are :

(i) JOINT VENTURE AGREEMENT

(ii) LONG TERM SLAG SALES AGREEMENT

(iii) LONG TERM COBALT ALLOY SALES AGREEMENT

(iv) TOLLING AGREEMENT

Although each Agreement mentioned above can be interpreted independently

and according to its own terms, it is to be noted that it is part of a

larger contractual arrangement and that it has to be interpreted in light

of the other Agreement.

In the event of a conflict, the Agreements listed above shall be

interpreted in the above order so that a prior Agreement shall always

supersede a later one.

2. AMENDMENTS

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Any amendments or additions to this Agreement shall be valid only if made

in writing and signed by duly authorized representatives of the Parties

hereto.

Should an amendment or modification to this Agreement have an effect to the

other Agreements, the Parties undertake to change or modify these other

Agreements in order to avoid any conflicts between this Agreement and the

other Agreements.

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3. RESTRICTIONS ON TRANSFERS

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

3.1. A Party shall not have the right to sell, assign, transfer, pledge or

otherwise dispose of the shares it holds in the J.V. unless priorily

consented in writing by all the other Parties.

3.2. The provisions of Article 3.1. shall not be applicable in the case of a

transfer, sale or assignment of the shares by a Party to its affiliate

company provided that the transfer, sale or assignment is total and is

imposed by legitimate reorganization needs of the Party concerned.

For the purposes of this Agreement, an affiliate company shall mean any

company or entity which is a subsidiary or a parent of the transferor Party

or which directly or indirectly controls or is controlled by the transferor

Party.

3.3. Any transfer described or permitted in accordance with Articles 3.1 and 3.2

shall be subject to the transferee giving its written undertaking to be

bound by all the terms, conditions and undertakings of this Agreement and

the relating Agreements.

3.4. Any transfer other than in accordance with Article 3.1. and 3.2. shall not

be possible without the prior written consent of all Parties.

4. ARBITRATION AND APPLICABLE LAWS

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

In the event the Parties are unable to settle a dispute in connection with

this Agreement out of court, they agree the dispute shall be submitted to

the French section of the tribunals of Brussels which shall give a verdict

pursuant to the Belgian laws.

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5. CONFIDENTIALITY

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5.1. Unless otherwise provided in this Article, all reports, records, data or

any other information of any kind whatsoever developed or acquired by any

Party in connection with the activities of the J.V. and/or the Processing

Company in the DEMOCRATIC REPUBLIC OF CONGO controlled by the J.V., shall

be treated as confidential and no Party shall reveal or otherwise disclose

such confidential information to third parties without the prior consent of

the other Parties.

The above restrictions shall not apply to the disclosure of confidential

information to any affiliate companies or any private or public financing

institutions, any contractors or subcontractors, employees or consultants

of the Parties or of the J.V. or the Processing Company or to any third

party to which a Party envisage the transfer, the sale, assignment,

encumbrance or other disposition of all of its participation in the J.V. in

accordance to the terms of the Article 3 above.

However, this shall only be applicable provided the confidential

information shall only be disclosed to third parties having a legitimate

need for this information and the persons or company to whom such

disclosure is made shall first undertake in writing to protect the

confidential nature of such information, to the same extent as the Parties

are obligated under this Article.

In addition, the above restrictions shall not apply to any Government or

governmental Department or Agency which has the right to require the

disclosure of such confidential information.

These restrictions shall also not apply to such confidential information

which comes into the Public Domain, except the fault from any Party.

This confidentiality obligation shall survive for a period of 5 years

commencing at the termination/dissolution of this Agreement.

The above mentioned restrictions are not valid for information retained by

GECAMINES related to the Site.

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6. FORCE MAJEURE

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6.1. The obligations of any Party shall be suspended to the extent that the

performance of its obligations is prevented or delayed, in whole or in part

by :

accidental act, bad weather, floods, slides, mine disasters or major

accidents, cave-ins, strikes, lock-out, labor disputes, labor shortage,

demonstrations, riots, sabotage,