0001085037-04-001049 Sample Contracts

MFC BANCORP LTD. - and - COMPUTERSHARE TRUST COMPANY OF CANADA TRUST INDENTURE Dated as of January 7, 2004
Trust Indenture • October 1st, 2004 • Blue Earth Refineries Inc. • British Columbia

MFC BANCORP LTD., a company incorporated under the laws of the Yukon Territory and having an office at Millennium Tower, 21st Floor, Handelskai 94 - 96 1200 Vienna, Austria

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DISTRIBUTION AGREEMENT KASESE COBALT COMPANY LIMITED (Supplier) AND DANZAS CORPORATION (Distributor)
Distribution Agreement • October 1st, 2004 • Blue Earth Refineries Inc.

Kasese Cobalt Company Limited, a corporation organized under the laws of Uganda, having its address at Mbarara Road, Kasese, Uganda, ("KCCL"),

ARRANGEMENT AGREEMENT
Arrangement Agreement • October 1st, 2004 • Blue Earth Refineries Inc. • British Columbia

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the premises and the respective covenants and agreements herein contained, the parties hereto covenant and agree as follows:

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