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MEMBERSHIP AGREEMENT

Please read the terms and conditions of the following Agreement carefully before you proceed to register as a Member or use any of the facilities offered by the Metalmerge Website.

By clicking on the "I ACCEPT" button below or using the Metalmerge Website you will be deemed to have accepted the terms and conditions of the Agreement.

1. Definitions and Interpretation

1.1 Definitions

In this Agreement:

(1) "Agreement" means this document, including any schedule or supplement to it;

(2) "Business Day" means a day that is not a Saturday, Sunday or any other day which is a public holiday or a bank holiday in the place where an act is to be performed or a payment is to be made;

(3) "Member" or registered user means a user of the Website who has applied for membership by completing and submitting the Member Application to Metalmerge and to whom Metalmerge has sent notification confirming the user's registration as a Member;

2. Grant of access and membership to use the Metalmerge Website

2.1 In consideration of Metalmerge granting you access and/or membership to use the Metalmerge Website you agree to comply with the terms and conditions contained in this Agreement.

2.2 By either:

(1) Clicking on the "I ACCEPT" button below;

(2) Faxing a signed hard copy of the Agreement to Metalmerge Limited, facsimile number +61 3 9416 0660; or

(3) Using or continuing to use the Metalmerge Website after any changes have been made to the terms and conditions of the Agreement - you will be deemed to have accepted the terms of this Agreement.

3. Terms and conditions of the Agreement are subject to change

3.1 Metalmerge may, in its sole discretion, amend the terms and conditions of this Agreement from time to time.

3.2 Amendments to the Agreement will have effect from the time the amended Agreement is posted to the Metalmerge Website.

3.3 Metalmerge will notify Members of the amended Agreement by e-mail prior the posting of the amended Agreement to the Metalmerge Website.

3.4 Acceptance of the amended Agreement will be deemed to have occurred by your use or continued use of the Metalmerge Website or Trading Services after the amended Agreement has been posted to the Metalmerge Website.

4. Membership eligibility

4.1 The Metalmerge Website and Trading Services are limited to participants of the international metal industry who have standing to form legally binding contracts under applicable law.

4.2 In order to access and use the Trading Services you must:

(1) Apply to be registered as a Member by completing and submitting to Metalmerge the Member Application;

(2) Receive notice from Metalmerge approving your Member Application and confirming your registration as a Member; and

(3) Comply with all terms and conditions of this Agreement.

5. Termination of membership

5.1 Metalmerge reserves the right, in its absolute discretion and at any time, to:

(1) Refuse to accept a Membership Application;

(2) Suspend or cancel the membership of a Member; or

(3) Limit a Member's use of the Metalmerge Website and Trading Services.

5.2 If Metalmerge suspends or cancels a Member's membership, such person or entity will immediately cease to be entitled to and will immediately cease to participate in any current or future Trading Services.

5.3 Metalmerge will have no liability or obligation to a Member in respect of any prospective Transaction or Transaction scheduled to occur after the termination of a membership.

6. Trading between Members

6.1 The Metalmerge Website acts as a venue for:

(1) Members wishing to sell Metal Products ("Sellers") to list items for sale by posting a Sell Bid (or as appropriate invite a Buy Bid); or

(2) Members wishing to buy Metal Products ("Buyers") to list items wanted for purchase by posting a Buy Bid (or as appropriate invite a Sell Bid).

6.2 Subject to complying with the Trading Rules, Members are responsible for establishing their own terms of sale or purchase including price, quantity, quality, delivery, safety, freight, payment terms and all other terms as required and agreed between the Buyer and Seller.

6.3 Metalmerge is not involved in the actual Transaction between Members and does not, and cannot:

(1) Establish, set, negotiate on behalf of a Member, verify, nor endorse any term of a Transaction between Members;

(2) Control whether a Buyer or Seller will complete a Transaction that has been agreed;

(3) Ensure the accuracy of the listings, nor verify the ability of Buyers to buy items or the ability of Sellers to sell items;

(4) Control or verify the quality, safety, conformance or legality of the products listed for sale;

(5) Accept responsibility for the collection or payment of money between Members for Transactions made using the Trading Services.

6.4 In the event that a dispute arises between you and another Member, you release Metalmerge, its officers, directors, employees, agents and advisers from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute.

7. Trading Rules

Members agree to comply with the Trading Rules.

8. Transaction Fee

8.1 The Seller agrees to pay to Metalmerge the Transaction Fee in relation to each Transaction between Members that becomes binding in accordance with the Trading Rules irrespective of whether or not such Transaction is completed.

8.2 The Transaction Fee will be due within 30 days following the date of invoice provided to the Seller by Metalmerge.

9. Circumvention of Metalmerge

9.1 The Member agrees that upon identifying a Buyer or Seller using the Metalmerge Website and Trading Services that the Member will not agree on the terms of a Transaction otherwise than by use of the Metalmerge Website and the Trading Services in order to avoid or minimize payment of the Transaction Fee.

9.2 Any Member who breaches the obligations under clause 9.1:

(1) Remains liable to pay Metalmerge the Transaction Fee for the Transaction; and

(2) May have their membership immediately cancelled.

10. Intellectual property

10.1 The Member acknowledges and agrees that the Metalmerge Website, including any registered or unregistered trademarks used by Metalmerge, domain names, logos, designs, screens and all content and data and information collected, developed, included or provided in connection with the Metalmerge Website is the exclusive property of Metalmerge and is protected by various intellectual property rights laws including trade mark and copyright laws in domestic and international jurisdictions.

10.2 Use of content and data collected from Members will be used in accordance with the Privacy Policy. No information concerning any Member will be disseminated with any third parties without the prior written consent of the Member, except:

(1) For the fact that such Member is a member of Metalmerge;

(2) Pursuant to the license granted below under clause 10.4; and

(3) For data received from Transactions.

10.3 All third party content published on the Metalmerge Website is the property of the respective intellectual property owners and may not be copied, distributed or modified in any way by Members for commercial purposes.

10.4 As Metalmerge may use information provided by Members in connection with the operation of the Metalmerge Website and the provision of Trading Services, the Member grants to Metalmerge a non-exclusive, worldwide, perpetual, irrevocable, royalty free right to use the information provided by Members and any amendments updates or supplements to that information.

11. Access to Metalmerge Website

11.1 Members are responsible for all computer and communications hardware, software, equipment and other technology necessary to gain access to the Metalmerge Website and for all costs associated with such access.

11.2 Member's access and entry to the Trading Services provided by the Metalmerge Website is through the combination of a unique user name and password selected by the Member on the Membership Application which is validated upon Metalmerge receiving the Membership Application and accepting the Member as a registered user.

11.3 You are responsible for maintaining the confidentiality and secrecy of all user names and passwords required by you to access and use the Metalmerge Website and Trading Services as a Member. You are entirely responsible for any and all activities and Transactions, which occur under your user name and password. No Member or other person is permitted access to the Trading Services using the User Name and Password of another Member.

11.4 Subject to clause 11.5, availability of the Metalmerge Website for access by Members will usually be 24 hours per day, seven days a week or as stated on the Metalmerge Website.

11.5 Metalmerge may, in its absolute discretion and for any reason and at any time, interrupt, suspend or cancel the availability of the Metalmerge Website to Members. Members agree that Metalmerge will not be liable for any damages that may arise from any interruption, suspension or cancellation of the Metalmerge Website or the Trading Services.

12. Member conduct

12.1 You are solely responsible for the contents of your transmissions through the Metalmerge Website utilizing the Trading Services.

12.2 Your use of the Metalmerge Website is subject to all applicable state, national and international laws and regulations.

12.3 You agree:

(1) Not to use the Metalmerge Website for illegal purposes;

(2) Not to use any mechanism, device, software, or script to affect the proper functioning of the Metalmerge Website including:

(a) Taking any action that places an unreasonable burden or excessive load on the operating system of the Metalmerge Website; or

(b) Taking any action which may infect the Metalmerge Website with any routine such as any virus, time bombs, Trojan horse, worm, cancelbot or other computer routine that may damage, interfere with, delay, intercept or expropriate any system, data or personal information;

(3) Not to interfere or disrupt networks connected to the Metalmerge Website;

(4) To comply with all regulations, policies and procedures of networks connected to the Metalmerge Website;

(5) Not to transmit through the Metalmerge Website any unlawful, harassing, defamatory, abusive, threatening, harmful, vulgar, obscene, pornographic, violent, or otherwise objectionable material of any kind or nature; and

(6) Not to transmit any material that encourages conduct that could constitute a criminal offence, give rise to civil liability or otherwise violate any applicable state, national or international law or regulation.

12.4 Metalmerge retains the right, in its absolute discretion, to determine whether or not your conduct complies with any term of this Agreement and may, in its absolute discretion suspend or terminate your membership and use of the Metalmerge Website and Trading Services if your conduct is held to be in breach of this Agreement.

13. No agency or partnership

The Member acknowledges and agrees that nothing in this Agreement or in the use of the Metalmerge Website will be construed or deemed to constitute a partnership, joint venture or agency as between Metalmerge and the Member.

14. Indemnity

14.1 You agree to indemnify Metalmerge, its officers, directors, employees, agents (regardless of any negligence on the part of Metalmerge, its officers, directors, employees, agents) against:

(1) All losses incurred by Metalmerge;

(2) All liabilities incurred by Metalmerge; and

(3) All legal costs (on a solicitor and own client or full indemnity basis, which ever is the greater) and other expenses incurred by Metalmerge in connection with a claim, demand, action, arbitration or other proceeding (including mediation, compromise, out of court settlement or appeal), arising directly or indirectly as a result of or in connection with a breach or non-performance of any of the obligations by you under this Agreement whether express or implied.

15. Exclusion of warranties

15.1 You agree that the Metalmerge Website is provided on an "as is" and "as available" basis and your use of the Metalmerge Website is at your sole risk.

15.2 Metalmerge expressly disclaims any and all warranties and conditions of any kind concerning your use of the Metalmerge Website and the Trading Services, whether express or implied, including:

(1) All statutory or implied conditions and warranties to the extent permitted by law;

(2) Any warranties that the Metalmerge Website and the Trading Services will meet your requirements, or that they will be error free, uninterrupted, secure and timely; and

(3) Any warranties as to the results that may be obtained from the use of the Metalmerge Website or the Trading Services or as to the reliability of any information obtained or that defects in the software will be corrected.

15.3 No advice or information whether oral or written, obtained by you from or through the Metalmerge Website will create any warranty.

15.4 To the extent permitted by law, liability under any condition or warranty, which cannot legally be excluded, is limited to (at the option of Metalmerge):

(1) In the case of goods:

(a) The replacement of the goods or the supply of equivalent goods;

(b) The repair of the goods;

(d) The payment of the cost of having the goods repaired; and

(2) In the case of services:

(a) Supplying the services again; or

(b) Paying the cost of having the services supplied again.

16. License to use Members' information

You grant to Metalmerge a royalty free non-exclusive worldwide perpetual license to retain and use all information you post to the Metalmerge Website and to exercise all associated intellectual property rights. The information will be managed in accordance with the Metalmerge Privacy Policy.

17. Severability

If anything in this Agreement is unenforceable, illegal or void then it is severed and the rest of this Agreement remains in force.

18. Assignment

You may not assign or otherwise deal with this Agreement.

19. Governing Law and Jurisdiction

19.1 The law of England governs this Agreement.

19.2 The parties submit to the exclusive jurisdiction of the courts of England and agree that any lawsuit must be heard in those courts.

TRADING RULES SCHEDULE

As a condition of membership to use the Metalmerge Website and Trading Services under clause 7 of the Metalmerge Membership Agreement ("Membership Agreement") the terms of which are set out at URL http://www.metalmerge.com/mm/terms_01.jsp, Members agree to comply with the Trading Rules (as amended from time to time) contained in this Schedule. Capitalized words in these Trading Rules have the same meaning as they are defined as having in the Membership Agreement.

1. General rules

1.1 Only Members are permitted to sell or purchase products and services through the Metalmerge Website.

1.2 A Transaction is formed between Members using the Trading Services when a Member accepts a Sell Bid or a Buy Bid to buy from or sell to another Member.

1.3 Each Member agrees that acceptance of a Sell Bid or a Buy Bid constitutes the formation of a binding legal contract between the Members for the sale of products or services contemplated by the Transaction.

1.4 The terms of a Transaction are binding on the Members to the Transaction and may not be unilaterally altered or modified by any Member.

1.5 All Transactions are confidential among the Buyer, Seller and Metalmerge.

1.6 Buyers and Sellers use their own criteria to determine:

(1) The information ("Information") to be made available to Members concerning the terms of a Sell Bid or a Buy Bid; and

(2) To which Members the Information should be made available.

1.7 Sellers must not manipulate the price or other terms of any products or services offered through the Trading Services by using shills, aliases, decoys or by acting as a Buyer in respect of the same proposed Transaction.

1.8 A Transaction Fee is payable to Metalmerge by the Seller regardless of whether the Seller originally posts a Sell Bid or the Buyer posts a Buy Bid that results in a Transaction.

1.9 The current Transaction Fee is detailed in the Transaction Fee Schedule.

1.10 The Seller agrees to pay the Transaction Fee as specified in the Membership Agreement and the Transaction Fee Schedule regardless of whether the Transaction is completed.

1.11 A Buyer's or Seller's breach of the terms of a Transaction will not relieve the Seller from their obligation to pay Metalmerge the Transaction Fee for the breached Transaction.

1.12 Unless otherwise stated all Transaction Fees are payable in the currency of the United States of America and must be paid in full thirty (30) days after the date of invoice received from Metalmerge.

1.13 Members are responsible for paying all applicable taxes, in their own countries, relating to the Transaction.

1.14 If any dispute arises between Members or a party to a Transaction, Metalmerge's sole and exclusive obligation with respect to the Members in dispute is to provide a copy of the records evidencing the Transaction. The Members waive any requirement that such records be authenticated by an employee of Metalmerge in any legal proceeding.

2. Rules for Transactions - Sellers

2.1 The Metalmerge Website provides a Dynamic Trade functionality through which the Seller may post a Sell Bid and list products, product specifications, prices, and other terms and conditions relating to a prospective purchase by another Member.

2.2 A Seller need not include a specific price in its posting.

2.3 A Seller's posting of products constitutes a Sell Bid to Sell the products for the respective prices (if specified) and upon any prescribed terms and conditions.

2.4 Provided another Member has not already accepted the Sell Bid, a Member may update its Sell Bid at any time, and such update will be effective as of the time such update becomes available on the Metalmerge Website.

2.5 A Member may withdraw its Sell Bid at any time, provided that such Sell Bid has not been accepted by another Member prior to the Seller's withdrawal of the Sell Bid.

3. Rules for Transactions - Buyers

3.1 Buyers are solely responsible for their ability to meet all financial commitments made under the terms of a Transaction.

3.2 A Buyer can view Sell Bids by searching the Trading Services for products listed by a Seller.

3.3 A Buyer can accept a Sell Bid or create a Buy Bid.

3.4 If a Buyer accepts a Sell Bid the following process is invoked:

(1) The Seller and Buyer will be notified through a real-time messaging component and by e-mail, that a transaction has been created, with all relevant details included;

(2) The Seller will subsequently be responsible for preparing either a standard form contract available on the Metalmerge Website or another form of contract prepared by the Seller, which may include additional fulfillment details, which have been negotiated through a real-time messaging component and over the e-mail on the site during the negotiation.

3.5 If a Buyer posts a Buy Bid, the Seller will be notified through a real-time messaging component and by e-mail, that there is a bid on his negotiation site, and may either accept, reject or counter with a Sell Bid. If the Buyerís Buy Bid is accepted by the Seller, the process outlined in Rule 3.4 must be followed.

3.6 If the Buyerís Buyer Bid is rejected or countered by the Seller with a Sell Bid, the negotiations may continue between the Buyer and Seller until such time as a Sell Bid or a Buy Bid is accepted. The process outlined in Rule 3.4 must be followed upon the acceptance of any Sell Bid or Buy Bid.

4. Rules for On-Line Quoting

4.1 The Metalmerge Website includes the functionality by which a Buyer may post a "Request for Quotation" (RFQ).

4.1.1 The Metalmerge Website also includes the functionality by which a Seller may post a "Request for Bids" (RFB).

4.2 An RFQ will specify the product requested for purchase together with the Buyers desired terms of purchase, related product specifications and any other conditions.

4.2.1 An RFB will specify the product offered for sale together with the Sellers desired terms of sale, related product specifications and any other conditions.

4.3 A Seller may respond to an RFQ by posting a Sell Bid to the Buyer stating the Seller's proposed prices, product specifications, any alternative or additional product specification, and other terms and conditions. Each such posting will be deemed a Sell Bid.

4.3.1 A Buyer may respond to an RFB by posting a Buy Bid to the Seller stating the Buyer's proposed prices, product specifications, any alternative or additional product specification, and other terms and conditions. Each such posting will be deemed a Buy Bid.

4.4 Each Sell Bid under Rule 4.3 may be withdrawn at any time prior to acceptance by the Buyer.

4.4.1 Each Buy Bid under Rule 4.3.1 may be withdrawn at any time prior to acceptance by the Seller.

4.5 Unless otherwise provided in the RFQ each Seller may submit only one Sell Bid in response to an RFQ.

4.5.1 Unless otherwise provided in the RFB each Buyer may submit only one Buy Bid in response to an RFB.

4.6 The Buyer is not obligated to accept the lowest price bid or consider any particular criteria in accepting or declining a Sell Bid.

4.6.1 The Seller is not obligated to accept the highest price bid or consider any particular criteria in accepting or declining a Buy Bid.

4.7 The Buyer may at any time:

(1) Accept a Sell Bid provided the Seller has not withdrawn that Sell Bid prior to the Buyer's acceptance;

(2) Decline a Sell Bid;

(3) Terminate the RFQ without accepting or declining any Sell Bid; or

(4) Eliminate certain Sellers and initiate a new round of bidding.

4.7.1 The Seller may at any time:

(1) Accept a Buy Bid provided the Buyer has not withdrawn that Buy Bid prior to the Seller's acceptance;

(2) Decline a Buy Bid;

(3) Terminate the RFB without accepting or declining any Buy Bid; or

(4) Eliminate certain Buyers and initiate a new round of bidding.

4.8 Upon acceptance of a Sell Bid or a Buy Bid, the contracting process described at Rule 3.4 must be followed.

4.9 The acceptance of a Sell Bid or a Buy Bid constitutes a Transaction for which the Seller is liable to pay the Transaction Fee, regardless of whether the Transaction is completed.

5. Outages

5.1 In the event that a service outage or other technical problem prevents the posting or transmission of communications relating to the Trading Services on the Metalmerge Website that is subject to a deadline, such deadline may be extended as deemed appropriate by Metalmerge.

TRANSACTION FEE SCHEDULE

This Transaction Fee Schedule contains the Transaction Fee Rates pursuant to the Metalmerge Membership Agreement ("Membership Agreement") the terms of which are set out at URL. http://www.metalmerge.com/mm/terms_01.jsp Capitalized words in this Transaction Fee Schedule have the same meaning as they are defined as having in the Membership Agreement.

Transaction Fee Rates as at 20th February 2001.

PRODUCT TRANSACTION FEE RATES

All Steel 0.25 percent

Ferrous Scrap 0.50 USD/Mt

Non-Ferrous Scrap 0.50 percent

Non-Ferrous Metals 0.50 percent

Pig Iron 0.50 USD/Mt

Mineral Ores 0.25 percent

Ferro Alloys 0.50 percent

HBI 0.50 percent

Note: If shipment value of a Steel or Mineral Ore transaction is below USD 500,000 then 0.5 percent commission of invoice value applies.

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