Section 10: GENERAL RIGHTS AND OBLIGATIONS OF THE COMPANY

In addition to the other rights granted by this Agreement and the Minerals Act and other applicable laws of Sierra Leone, the Company shall have the following rights (with the prior written consent of the Minister which shall not be unreasonably withheld) and obligations: (a) Rights incidents to mining operations (1) Except with respect to mineral concentrates recoverable from coastal beaches, it is contemplated that some of the Company's mining operations under this Agreement will consist of mining in the beds and in the environs of rivers, streams and watercourses. To permit and facilitate such mining, the Company shall have the right: (i) either within or outside the Mining Lease Area to dig, widen and deepen channels in rivers, streams and watercourses as may be necessary to permit or facilitate access to the area to be mined and to afford barge access thereto. (ii) within the mining Lease Area: (A) to use the water from any natural watercourse and to return the same together with mining spoils to the river, streams or water courses, provided that, in so doing, the Company shall not discharge or permit to be discharged any poisonous or noxious matter not present in the intake water; (B) on the lands included within the Mining Lease Area to cut, take and use any tree when necessary in the course of mining operations or when required for mining or domestic purposes, provided that it shall not cut or take any trees in a forest reserve or protected forest except with the consent of a forest officer or before paying the fees and royalties prescribed by the Forestry Act 1988, (Act No. 7 of 1988). (C) to divert streams, including the right to secure water from the river stream or watercourse for the purpose No. 4 Sierra Rutile Agreement (Ratification) Act 2002 27 of obtaining and maintaining a mining operation, and to build temporary dams and impound water therein as required for such mining operations. Provided, however, that before taking any action under sub-paragraphs (i) or (ii)(C) which would alter the water supply of any lands in such a manner as would prejudicially affect the water supply enjoyed by any other person or lands, the Company shall obtain the prior consent of the District Officer having jurisdiction over the person or lands that would be prejudicially affected. (2) The Company agrees that if its operations, including the exercise of any of the rights incident thereto as herein above enumerated, shall be deemed by the Director of Mines to be likely to pollute, impair, divert or destroy the normal supply of potable water of any village, the Company will provide an alternative adequate water supply to be determined and approved by the Minister of Health. (b) Occupation of Surface Land (1) In order to exercise its exploration rights and mining rights under this Agreement and subject to the limitations of sections 40 and 61 of the Minerals Act, the Company shall have the right to occupy and utilize permanently or temporarily within a Prospecting Area or Mining Lease Area such parts of the surface land, whether Government owned or otherwise, as may be reasonably required for accessory works and installations of the type listed in paragraph (c) of this Clause which are necessary or useful for its operations, and such part of the surface as may be required for its prospecting and mining operations. The Company shall endeavour to make satisfactory arrangements for payment of a fair and reasonable compensation for any prospective damage to any crops, buildings, trees or works therein. The Government shall negotiate on behalf of the landowners or occupiers with the Company to assess the compensation to be paid. The landowners or occupiers shall have the right to participate in the negotiations. (2) (i) It is recognized that the Company's mining operations will of necessity disturb the top soil and intermix sub-soil strata therewith, and that such disturbance and intermixing is a necessary incident to the alluvial mining of titanium-bearing and associated minerals. Accordingly, it is agreed that such disturbance and intermixing, and their effect, if any, on the future use 28 No. 4 Sierra Rutile Agreement (Ratification) Act 2002 and occupancy of the surface land shall not be taken into account or evaluated in determining compensatory damages payable to the owner or occupier of the land. To minimize such disturbances, the Company agrees that it will restore all mined areas to reasonable surface contours not in substantial contrast with the contours of the adjacent and surrounding land surface. (ii) In case it shall not be possible for the Company to reach a satisfactory agreement with the owner or occupier of the surface, in case of land not owned by the Government, within thirty (30) days after the commencement of its efforts to do so, or such extended time as the Company and such owner or occupier shall agree, the Company, unless it elects not to occupy and utilize such surface areas, shall bring the matter to the attention of the District Officer having jurisdiction by filing a petition setting forth the facts of the case and specifying as exactly as may be possible the land which it requires and the nature of the occupation of the same, whether for accessory works and installations or for prospecting or mining operations. As soon as may be conveniently done thereafter, but not more than sixty (60) days after the date of the filing of the said petition, the Government shall cause the District Officer to assess the compensation to be paid to the owner of the land when and if such prospective damages, loss or destruction of goods or property are inflicted by the Company, and to promptly notify the parties of the sum awarded. If the owner of the land should be unknown or there should be a controversy as to the ownership, the Company shall make a payment to the District Officer who shall determine its disposition. Either party who is dissatisfied with the award of the District Officer may appeal to the Minister who may render a decision or refer the dispute for determination by arbitration. The decision by the Minister or the arbitrators shall be final and binding on the parties. Upon agreeing to pay the amount specified, the Company may enter the land, but shall not be required to agree to pay such amount if it withdraws its petition to enter upon such land and has not already entered upon such land. No. 4 Sierra Rutile Agreement (Ratification) Act 2002 29 (iii) The compensation payable by the Company pursuant to this Clause shall be based on the estimated monetary amount (or fair market value) of the damage to be done to the crops, buildings, trees or works on the land. Any compensation with reference to the fact that the owner will be deprived of the use and occupancy of the land is included in and covered by the surface rent payable pursuant to Clause 6(a)(2) hereof. (iv) The Company shall not unduly disturb and interfere with the living conditions of local population settled within the Mining Lease Area. The Company shall respect and cause its employees and contractors to respect the customs of the local populations. (v) If at any point a resettlement of the local population appears to be absolutely essential, the Company shall move with utmost caution, with the consent of the Government and in consultation with local authorities in persuading the local population to resettle and provide a fully adequate resettlement programme in accordance with the directions of the responsible Minister. (c) Accessory Works and Installations Subject to the provisions of sections 40 and 61 of the Minerals Act, the Company shall have the right to construct and operate within the Prospecting Area or Mining Lease Area, roads, buildings, plants, structures, living quarters, water supply systems, pipelines, communications systems, electric power systems, ship loading stations, airstrips, barge channels, storage facilities, and other similar accessory works and installations which are necessary or useful in carrying out its operations under this Agreement. (d) Export of Titanium Minerals The Company shall have the right to export all titanium and associated minerals or mineral concentrates raised or obtained in the course of mining operations to any country other than countries to which the laws of the Republic of Sierra Leone prohibit such exports. 30 No. 4 Sierra Rutile Agreement (Ratification) Act 2002 (e) Entry of Personnel (1) The Company and/or its contractors shall not import unskilled labour for the carrying out of any operations, developments, or maintenance undertaken by them by virtue of this Agreement. (2) Subject to the foregoing restrictions and to any applicable provisions of the Non-Citizens (Registration, Immigration and Expulsion) Act No. 14 of 1965), all persons deemed by the Company and/or its contractors to be required for the prosecution of its work, including executives, officers, engineers, consultants, technicians, skilled and semi-skilled labour, shall have the right to enter and reside in Sierra Leone and to depart therefrom. The Government agrees that it will encourage and assist the efforts of the Company to secure and maintain an adequate labour supply. (3) In selecting employees to carry out its operations under this Agreement the Company shalt give preference to qualified and competent Sierra Leone executives, officers, engineers, consultants, technicians and skilled and semi-skilled labour. The Company shall also establish a systematic training programme as to enable Sierra Leoneans to assume technical and managerial functions in the Company. (f) Housing of Labourers Rule 43 (4) of the General Minerals Rules shall not preclude the Company from demanding and receiving rents at such rates and subject to such conditions as may be approved by the Commissioner of Labour in respect of the occupation by labourers or others of huts or houses constructed by or at the cost of the Company within a Prospecting or Mining Lease Area. (g) Government Protection and Assistance The Government undertakes to grant to the Company such assistance as it reasonably can to enable the experts and other technicians sent by it to carry out its tasks in the best and most efficient manner. The Government will make available to the Company all aerial, magnetometer and other geological surveys and photographs and all other plans, maps, information and advice relating to titanium-bearing and associated minerals which in the opinion of the Government it can disclose and will permit the Company to obtain copies of all such surveys, photographs, plans, maps and information for their own use upon payment of the actual cost of making such documents. The Company will make available to the Government Geological Survey Department all similar data that it compiles or acquires from others under circumstances which permit disclosure thereof to others provided, however, that the No. 4 Sierra Rutile Agreement (Ratification) Act 2002 31 Government agrees that its said Department will treat all such data so made available to it as confidential and will not communicate it to others during the life of this Agreement without the Company's prior consent. (h) Importation of Machinery The Government agrees that it will grant any and all permits and permissions of whatever nature necessary for the importation into Sierra Leone of machinery, equipment, supplies (including foodstuffs) and services necessary or desirable for the conduct of prospecting, mining, processing and transport operations contemplated by this Agreement and of such manufacture and types from whatever source as are customarily employed by the Company. (i) Surveys The Company may arrange that all survey work to be performed in connection with the clearing, survey, demarcation and beaconing of boundaries or otherwise, shalt be carried out by a licenced surveyor approved by the Government, subject to the right of the Government to cause the required survey work for any disputed boundary to be performed by the Director of Surveys and Lands, whose determination shall be final, including the assessment of the survey costs as between the Company and the other disputing party or parties. (j) Agriculture Development Fund The Company shall with effect from the financial year commencing January 1, 2003 (it being understood that, notwithstanding any previous version of this Clause, the Company shall be excused from making any payment to the Agricultural Development Fund for the period from January 1, 1995 through and including December 31, 2002) make payment to the Agricultural Development Fund of the higher of US$75,000 and 0.1% (one tenth of one percent) of gross sales free alongside ship the Sierra Leone port of shipment in United States Dollars or its Leone equivalent. The Fund shall be utilised for the development of agriculture in the affected areas and shall be controlled by representatives of the Government, Chiefdom representatives and the Company's representatives. (k) Reclamation and Rehabilitation of Mined out Areas (i) The Company will prepare at its expense a comprehensive master plan that will address the issues of reclamation and rehabilitation of mined-out areas. The Company shall adopt and implement at its expense 32 No. 4 Sierra Rutile Agreement (Ratification) Act 2002 programmes and measures approved by Government for the effective reclamation of mined out areas including replanting and dealing with impounded water and mining spoils. In this regard, a detailed programme for the progressive reclamation and rehabilitation of lands disturbed by mining and for the minimisation of the effects of such mining on adjoining land/water areas shall be submitted for approval. The Company shall, in consultation with appropriate Government Agencies, undertake suitable reafforestation, agricultural and other projects within the Mining Lease Area. (ii) The master plan will consider the ultimate outline of the lakes resulting from dredging and the benefits to be gained from the impounded water which will include fish farming, flood control, and use of water in agriculture. The plan will consider the disposal, contouring and reafforestation of the processed sands and the potential use of the new land areas, and the different products. All new roads and village sites and potential agricultural sites will be identified. Compensable crops and structures will be assessed and the timing of necessary moves determined well ahead of time. (iii) Within two (2) months from the date of ratification of this Agreement, the Company shall submit to the Government an initial report including overall objective for this broad ranging programme. Within six (6) months from the ratification date, the Company shall submit to the Government for its approval, a final report including the reports of experts in various aspects covered by the report. Such final report shall be in sufficient detail to define the programme objectives, costs, and methods and time frame for implementation. Approval of the final report by the Government shall not be unreasonably withheld. Should the programme not be adhered to by the Company after it has been approved by the Government, the Government reserves the right to carry out the programme on behalf of and at the expense of the Company. No. 4 Sierra Rutile Agreement (Ratification) Act 2002 33 (l) Feasibility Study The Company shall conduct feasibility studies on the local production of paint pigments and other products from rutile produced in Sierra Leone. The Government shall give the necessary investment incentives for the production of these and other products.