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Profit Sharing Agreement

Although there is no provision for profit sharing or participation in the Koidu Kimberlite Project Mining Lease Agreement, the Company agreed to share 20% of its net profits in respect of the Koidu Kimberlite Project with the community and the Government of Sierra Leone as a gesture of good will.

The Profit Sharing Agreement was signed between Koidu Holdings and the Government of Sierra Leone on 29 August 2006. The Minister of Mineral Resources signed on behalf of the Government. In accordance with the agreement Koidu Holdings agrees to pay each of the Government of Sierra Leone and the Koidu Community Trust a sum equal to 10% of the net profits generated by Koidu Holdings in respect of the Koidu Kimberlite Project (being the net result from operating and trading activity after any taxation expense in terms of international Accounting Standard 1). After taking into account the tax consideration of the shareholders and Koidu Holdings in relation to the Koidu Kimberlite Project (including any assessed losses relating thereto); and, the cash flow and working capital requirements of Koidu Holdings in respect of the Koidu Kimberlite Project: and, all investments that the board of directors of Koidu Holdings believes are required for the long-term growth of the Koidu Kimberlite Project.

Paramount Chief Paul Ngaba Saquee V

In accordance with the Profit Share Agreement - the Government of Sierra Leone shall be entitled to appoint a senior financial officer as part of the senior management team of Koidu in relation to the Koidu Kimberlite Project and a representative to the board of directors of Koidu, on the basis that the Representative shall receive all notices and agendas of board meetings, together with all underlying and supporting documentation, on behalf of Government, and shall be entitled to attend all board meetings of Koidu and to speak at such board meetings on behalf of the Government. Paramount Chief Paul N. Saquee was appointed as the Government representative to the Board in a letter from the Minister of Mines
dated 22 September 2006.