PARTNERSHIP AGREEMENT

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EXHIBIT 10(i)

PARTNERSHIP AGREEMENT

This Agreement is entered into on 12/7/1427H, corresponding to 6/8/2006 by and

between:

1- Arabian American Development Company, previously known as Arabian

Shield Development Company, a company organized and existing under

the laws of the State of Delaware, having its head office at North

Central Express Way- Dallas-75231 USA, herein represented by MR.

HATIM AL-KHALDI, MANAGER OF ITS KINGDOM BRANCH, hereinafter referred

to as (FIRST PARTY); and

2- Thamarat Najran Company, a company organized and existing under the

laws of the Kingdom of Saudi Arabia, C.R No. 5950010275 dated

06.01.1426H, having its head office at Najran, herein represented by

ENGINEER AYMAN ABDURRAHMAN AL-SHIBL, MANAGER.

3- Qasr AL-Ma'adin Corporation, owned by His Royal Highness, Prince

Nawaf bin Mish'al bin Saud bin Abdul Aziz, C.R. No. 1010220095 dated

10.05.1427H, having its head office at Riyadh, herein represented by

HIS ROYAL HIGHNESS, PRINCE NAWAF BIN MISH'AL BIN SAUD BIN ABDUL

AZIZ.

4- Durrat Al-Masani' Corporation, owned by Mr. Mohamed bin Mani' bin

Sultan Abal'ala, C.R. No. 1010220094, having its head office at

Riyadh, herein represented by MR. MOHAMED BIN MANI' BIN SULTAN

ABAL'ALA.

(HEREIN REFERRED TO SEVERALLY AND JOINTLY AS "SECOND PARTY")

PREAMBLE

Confirming all the previous negotiations and discussions between the two

parties above, the parties above intend to establish a closed joint stock

between Arabian American Development Company, previously known as Arabian

Shield Development Company, whose branch in Saudi Arabia still operates

under the previous name and the second party. The head office of the

planned company shall be located at Jeddah, and its object shall be

exploiting the mining franchise granted to Arabian Shield Development

Company pursuant to the Royal Decree No. 137 dated 05.11.1413H. with total

project Financing, which according to estimates made by specialist

companies $ 120.000.000 (One Hundred Twenty Million American Dollars), and

the paid up capital should be $ 60.000.000 (Sixty Million Dollar) with

shares equally distributed between the two parties: 50% for the First

Party and 50% distributed among the other present partners or new partners

designated later by the Second Party, who shall have the right to name

them and designate the share of each within the 50% allocated for the