SERVICES AND COOPERATION AGREEMENT

This Agreement

is

made and entered into effective

as

of the 15th day of October 2005

between-

BSG Metals

and

Mining Limited, a company incorporated

and

existing under the laws of

the British Virgin

Islands ("SSG MM); and

Pentler

Holdings Limited a company incorporated

and

existing under the laws of the British

Virgin

Islands ("Pentler")

The Parties agree

as

follows:

1 INTRODUCTION

1.1 Pentler, through has wide ranging commercial

and

trading experience worldwide

with a strong presence

in

Africa including

and

in

particular within the following

sectors: pharmaceuticals, telecommunications, mining, commodities.

1.2 BSGMM, is part

of

the BSGR group, a diversified natural resource company with

a

global presence, also with a focus

on,

and

a strong presence

in

Africa.

1.3 The Parties have recognised various synergies

in

their activities and the benefits

to both Parties and their respective

affiliates

in

cooperating together, offering

deal flow, and sharing information connected with their various trading activities.

2 APPOINTMENT AND DURATION

2.1 With effect from the date of this agreement set out above, the Parties hereby

establish the cooperation between themselves

and

their respective affiliates

and

set out below the terms of their cooperation.

2.2 This Agreement

shall continue until such time

as

this Agreement is terminated

in

accordance with its terms.

3 SERVICES AND COOPERATION

3.1

Pentler agrees to offer to BSGMM its deal flow

in

the mining, infrastructure,

engineering and telecommunications sector

on

a good faith, first offer basis,

though nothing contained

in

this Agreement shall imply exclusivity obligations or

a formal right

of

first refusal on either Party.

3.2 The strategic cooperation between the Parties shall include, but not be limited to,

introduction

of

projects, introduction

of

business relationships, business

recommendations, logistical advice and assistance, and other such related

services. All trading activity and introduction

of

deals between the two Parties will

be on arms length terms and agreed

on

a case by case basis.

4 CONSIDERATION

4.1 The Parties hereby agree to provide consideration to the other Party for their

respective cooperation as they may agree upon from time to time

on

a case by

case basis.

5 STATUS OF THE RELATIONSHIP BETWEEN THE PARTIES

5.1

The relationship between th.e Parties shall be that

of

independent contractors

and each

Party shall be responsible for their own liabilities and taxes and shall

not operate to constitute a relationship

of

partnership between the Parties.

5.2 Nothing contained

in

this Agreement shall authorise or

empower

either Party to

enter into any contracts or other commitments

on

behalf

of

the other.

6 CONFIDENTIALITY

6.1 It is acknowledged that

in

the course

of

the relationship between the Parties,

each Party will provide the other confidential information. Unless expressly

agreed, neither

of

the Parties hereto shall divulge or communicate to any other

person

or

use or exploit for any purpose whatsoever any

of

the confidential

knowledge

or

information or financial or trading information relating to the other

Party hereto and each

of

the parties shall prevent its, employees and

professional advisers from so disclosing.

2

5V

6.2 Neither Party may make contact with the customers or business associat

es

of

the other

Party without the Party's prior written consent.

7 COMPLIANCE WITH LAWS

7.1

The Parties hereby warrant

and

agree that they shall at all times strictly adhere

to

all applicable international

and

local laws

and

regulations.

In

particular

and

without limitation neither Party shall offer any compensation or advantage

to

a

third party where such payment r advantage would violate applicable law

8 LIABILITY

8.1

Neither Party shall have any liability

to

the other, whether

in

respect of

damages, loss of profits or otherwise

and

whether arising

in

contract, tort

or

otherwise, arising out of the provision of this agreement except where there shall

be

fraud or gross negligence or wilful intent.

9 TERMINATION

9.1

Either party shall be entitled

to

terminate this Agreement

on

30

days prior written

notice.

9.2 Termination

of

this Agreement shall not affect the confidentiality obligations

between the

Parties nor shall it serve

to

affect existing payment obligations

and

debts between the Parties.

10 MISCELLANEOUS

10.1 Good Faith

The

Parties shall, at all times during the continuance of this Agreement, observe

the principles of good faith towards one another

in

the performance of their

obligations

in

terms of this Agreement.

10.2 Assignment

Neither

Party shall

be

entitled

to

assign any of its rights and obligations in terms

of this Agreement without the prior written consent of the other

Party.

3

10.3 Governing Law and Jurisdiction

Signed:

Name:

Position:

This Agreement and any disputes which may arise

in

connection with

it

shall

be

governed

in

all respects

by

laws of England and shall

be

subject

to

the

non-

exclusive jurisdiction of the English courts.

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