in association with:

Classified Confidential

Caracas, 12th, November 2010

Full Corporate Offer (FCO)

We, Korea TCP Development de Venezuela, S.A. "the Seller", Represented herein by: Gonzalez Moises, President and Yang Ha-Young Director of Operations, with full and legal corporate authority hereby declare that we are ready, willing and able to sell the following Au metal commodity under the terms and conditions stated below.

The Seller hereby undertakes to Sell / Transfer the below mentioned commodity to the Buyer, and the Buyer hereby undertakes to Buy / Purchase the below mentioned commodity from the Seller.

a) Commodity: AU Gold Ingots (type GLD Standard)

b) Form: Twelve point Five kilogram bars (12.5 kg)

c) Purity: 99,9%+ (24.0 Carats or better) type Hallmark.

d) Origin: Venezuela (CVG-Minerven, and/or LBMA Certified) and others countries.

e) Quantity: 600MT to 21.200 MT per year (in Twelve [12] months, with rolls and extensions) contract per 12 months with rolls and extensions.

f) Location: BCV Venezuela, HSBC (USA, LONDON, DUBAY, HONG KONG and others Countries), Kavac Mining Corporation Factorys, Orinoco Miners Association Factory, CVG-Minerven Factory and Swiss Banks

g) Price: The agreed purchase price is the quoted price in EUR or USD as set forth in the latest valid Second Fixing Rate (PM) issued by the London Bullion Market Association (LBMA) on the Day-of-Transaction. In the event that the LBMA is not operating on that scheduled day, the

price calculation used shall be based on second LBMA fixing of the next change to last Market opening day and per tranche.

h) Discount: Gross: nine percent (9%) Net: six Percent (6%) to the Buyer, + three percent (3%) Commission

i) Commission: 3% Commission,

1.5% for Seller side-closed

1.5% for Buyer side-open

j) Delivery: CIF at Buyers designed place.

k) First Tranche: 50MT

l) Subsequent Monthly Tranches: 50MT to 1.000 or 2.000MT monthly. (see appendix 1)

m) Duration: 12 months.

n) POF: Requested four "pre-warning" that the buyer MT799 delivered as POF (in this case, the size of each MT799 is 600.000.000Eur) these financial reference tools or "pre-announcements" will be left without effect to be verified, and it is only for demonstration purposes. Once verified the MT799 is released draft contract. NO request, other POF, only the MT799.

o) POP: COPY SKRs after sign and sell contract with LOC* (alternate/collateral form of payment, per each delivery)

p) Payment: Bank to Bank (seller open account bank, in the bank buyer)

"We as sellers, agreed to open a bank account in the same buyer's bank to facilitate the payment process. And for our safety, identity documents will be transferred directly to the account executive responsible for the operation in the bank designated by the buyer "

q) TRANSPORT DOCUMENTATION

Each delivery shall be accompanied by a Bill of Lading with all necessary documentation in accordance with international law, which includes:

Original Certificate of Deposit or Delivery Factory Four (4) Copies of commercial Invoices in favor of Buyer

Certificate of Origin Certificate of Legal Ownership Internationally Accepted Assay Certificate Certificate of Insurance Coverage Export Permit Export License Custom Duty Sellers Certificate stating that the refined Bullions are free and clear of all liens and

encumbrances and freely tradable and exportable each bar and is of no criminal origin Warehouse Receipts Certificate of Weight List describing each bar as follows:

1. Serial Number as stamped on each bar2. Fineness as stamped on each bar3. Raw Weight as stamped on each bar4. Total Weight as stamped on each bar5. Receipt of Custom Duties and Taxes

Packing list

PROCEDURES: (methode small for simplified process)

It is established that the terms of procedure, can be replaced by "SWISS PROCEDURE" except by the terms marked "not negotiable" and are considered mandatory prior to the execution or the "swiss procedures"

* Terms are not negotiable

1. * The buyer signs, seals and send the (FCO).

2. * Seller Agree to issue Full Corporate Offer (FCO) with contract number to end Buyer, valid for 5 days.

3. * The buyer, issues 2 MT799 (POF). (one of each of the models included in the appendix IV)

4. * The seller, check the MT799 and then cancel it within the next five banking days after receipt thereof.

5. Seller release Copy SKRs for first tranche.

6. The seller proceeds to issue, for consideration and submit Draft Sales and Purchase Contract for Seller's approval "or Amendments if any and submit signed and sealed IMFPA for Seller's acceptance and the ncnda.

7. After mutual agreement, Buyer or Buyer's Mandate and Seller or Seller's Mandate sign and seal the Hard Sales and Purchase Contract with full banking coordinates for process bank to bank.

NOTE: EDT OR FAX COPY IS LEGAL AND BINDING.

8*. Within two (2) Banking day of signing the Sales and Purchase Contract, Buyers Bank shall provide a LETTER OF CREDIT (LC), MT760 for the first tranche standing as payment collateral for the entire first tranche. Upon Sellers Bank receipt, confirmation and acceptance of Buyers LOC/MT760 as per Sellers verbiage,

9. Seller shall instruct his Bullion/Bars Officer to set up an appointment with Buyers Bullion Officer in the Bullion Depository to verify the AU metal, the quantity available and to verify that gold is free from any liens and encumbrances.

10. Upon Satisfaction of both Bullion Officers that Contract can be consummated, the Buyer will instruct his Bullion Officer to confirm the availability of funds to be used as payment. The Seller and Buyer will instruct their Bullion Officers to complete the transaction. This transaction is Bank-to-Bank basis.

11. This FCO is valid for five (5) Banking days from the date of issuance and subject to International Market Price variations, as well as the availability of the commodity if not accepted by expiration date

11. CREDIT IS SUBJECTED TO UNIFORM CUSTOMS AND PRACTICES OF DOCUMENTARY CREDIT (1993 REVISED) ICC PUBLICATION NO.500 AND SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE UK.

THIS BANK GUARANTEE IS AN OPERATIVE INSTRUMENT AND NO MAIL CONFIRMATION WILL FOLLOW THIS BANK GUARANTEE EXPIRES ON _____________________2011.

(ELECTRONIC SIGNATURES OF TWO BANK OF OFFICERS WITH NAMES AND TITLES)

12*. Buyer will transfer funds for the agreed amount of the Hallmarked

Bar tranche and subsequent tranches to the Sellers Bank via SWIFT/WIRE Transfer within 24 hours against the Transfer of Ownership of the metal.

NOTE: we agree to open bank account in the buyer's bank. as a means to expedite the payment process shipments.

13*. The Commissions will be paid immediately and without delay to each

appointed Paymaster or Beneficiary after each delivery and as per Terms

and Conditions of the IMFPA.

14*. The commission fees will be paid automatically and concomitantly into each

Partys accounts by Buyers bank, as per Fee Agreement (NCND-IMFPA) after each

and every tranche is completed for the life of the contract, including all rolls and

extensions.

15. The Refined Gold ownership shall be transferred to the Buyers name automatically

and immediately after payment is effectively done to Seller.

Penalty Clauses:

1. Buyer will pay additional 1.5% of shipment value as penalty, if Buyers bank could not arrange the Financial Instrument within three banking days after signing the contract (SPA).

2. Seller will be liable to pay penalty, per each carat off, of 1% of the total shipment value if the purity is less than 99% + or 23.7 carats.

3. Buyer will pay additional 1.5% of shipment value as penalty, if Buyer could not arrange TT/Wire Transfer of full amount within one working days after check an receive the invoice gold

4. If Seller could not arrange the shipment within specified time period of 10 banking days after Financial Instrument reaches Sellers bank account and is confirmed by Sellers bank officer, then Buyer has the right to claim penalty of 1% of the total value of the shipment.

The Parties agree that this transaction shall be classified as confidential and kept in strict confidence for a period of five (5) years from the effective date of the contract. The contract shall be governed under International laws and regulations according to ICC 500.

This Full Corporate Offer (FCO) is valid for the period of five (5) banking days from the date

of issuance.

Yours Sincerely,

Sellers: Gonzalez Moises CEO

NOVEMBER 12, 2010

The FCO, leaving no value or effect to previously issued

ACCEPTANCE OF SCO by the BUYER

I, _________________, Buyer are Ready, Willing and Able to buy the AU GOLD BULLIONS offered in this FCO which is returned to you duly signed and sealed as acceptance of the terms and conditions printed herein.

__________________________

Buyer Signature

Passport No.

Country

Date:

=========================================================================

To be signed by the Buyer and sent back to Seller, if Buyer intends to purchase these

goods above:

Buyer:

Company: ...

Represented by:

Passport No.: .

Address: .

Tel.: .

Fax: .

Email: ..

Skype:..

Date NOVEMBER 12, 2010

Buyer Sign and Seal:

DOCUMENTS ANNEXED TO THIS FCO: - Schedule of Shipments and MT103/23 and

SBLC T