1. GENERAL PROVISIONS

1.1 Interpretation

For the purposes of the Plan, the following terms shall have the following meanings:

(a) “affiliate”, “associate” and “subsidiary” have the meanings ascribed to those

(b) “Board” means the Board of Directors of the Corporation;

(c) “Common Shares” means the Common Shares of the Corporation;

(d) “Corporation” means Crystallex International Corporation;

(e) “Eligible Person” means any director of the Corporation or any corporation that is

an associate, affiliate or subsidiary of the Corporation;

(f) “Insider” means:

than a person who falls within that definition solely by virtue of being a

director or senior officer of a subsidiary of the Corporation, and

(ii) an associate of any person who is an insider by virtue of (i) above;

(g) “Outstanding Issue” at any time means the number of issued and outstanding

Common Shares, on a nondiluted basis, at that time;

(h) “Plan” means this Directors Remuneration Plan of the Corporation; and

(i) “Share Compensation Arrangement” means any stock option, stock option plan,

employee stock purchase plan or any other compensation or incentive mechanism

involving the issuance or potential issuance of Common Shares, including a share

purchase from treasury which is financially assisted by the Corporation by way of

a loan, guarantee or otherwise.

Words importing the singular number only shall include the plural and vice versa and

words importing the masculine shall include the feminine.

The Plan and all matters to which reference is made herein shall be governed by and

interpreted in accordance with the laws of the Province of Ontario and the laws of Canada

applicable therein.

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1.2 Purpose

The purpose of the Plan is to provide for the issue of Common Shares to Eligible Persons

in addition to or in lieu of the cash remuneration payable to them in respect of their service as

directors of the Corporation or any corporation that is an associate, affiliate or subsidiary of the

Corporation.

1.3 Administration

(a) The Plan shall be administered by the Board or a committee of the Board duly

appointed for this purpose by the Board and consisting of not less than three

directors. If a committee is appointed for this purpose, all references to the Board

will be deemed to be references to the committee.

(b) Subject to the limitations of the Plan, the Board shall have the authority:

(i) to interpret the Plan and to adopt, amend and rescind such administrative

guidelines and other rules and regulations relating to the Plan as it shall

from time to time deem advisable, and

(ii) to make all other determinations and to take all other actions in connection

with the implementation and administration of the Plan as it may deem

necessary or advisable.

The Board's guidelines, rules, regulations, interpretations and determinations shall

be conclusive and binding upon the Corporation and all Eligible Persons.

1.4 Shares Reserved

(a) The maximum number of Common Shares issued and issuable under the Plan at

any time and from time to time shall be 600,000 Common Shares or such greater

number of Common Shares as may be approved by the shareholders of the

Corporation.

(b) The maximum number of Common Shares issued or issuable to Insiders at any

time under the Plan and any other Stock Compensation Arrangement shall not

exceed 10% of the Outstanding Issue.

(c) If there is a change in the outstanding Common Shares by reason of any stock

dividend or any recapitalization, amalgamation, subdivision, consolidation,

combination or exchange of shares, or other corporate change, the Board shall

make, subject to any required regulatory approval, appropriate substitution or

adjustment in the number or kind of shares or other securities issued and issuable

pursuant to the Plan; provided, however, that no substitution or adjustment shall

obligate the Corporation to issue fractional shares.

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1.5 Amendment and Termination

The Board may amend, suspend or terminate the Plan or any portion thereof at any time

in accordance with applicable legislation, and subject to any required regulatory or other

approval.

1.6 Compliance with Legislation

The Plan and the Corporation's obligation to issue and deliver Common Shares hereunder

shall be subject to all applicable federal, provincial and foreign laws, rules and regulations, the

rules and regulations of any stock exchange on which the Common Shares are listed for trading

and such regulatory and other approvals as may, in the opinion of counsel to the Corporation, be

required. The Corporation shall not be obliged by any provision of the Plan to issue Common

Shares in violation of such laws, rules and regulations or any condition of such approvals. No

Common Shares shall be issued hereunder where such issue would require registration of the

Plan or of Common Shares under the securities laws of any foreign jurisdiction and any

purported issue of any Common Shares hereunder in violation of this provision shall be void. In

addition, the Corporation shall have no obligation to issue any Common Shares pursuant to the

Plan unless such Common Shares shall have been duly listed with all stock exchanges on which

the Common Shares are listed for trading.

Common Shares issued to Eligible Persons pursuant to the Plan may be subject to

limitations on sale or resale under applicable securities laws.

1.7 Effective Date

The Plan shall be effective upon the approval of the Plan by:

(a) the Toronto Stock Exchange and any other exchange upon which the Common

Shares of the Corporation may be posted and listed for trading; and

(b) the shareholders of the Corporation, given by the affirmative vote of a majority of

the votes attached to the Common Shares of the Corporation entitled to vote, and

represented and voted at an annual or special meeting of the holders of such

Common Shares held, among other things, to consider and approve the Plan.

1.8 Miscellaneous

(a) Nothing contained in the Plan shall prevent the Board from adopting other or

additional compensation arrangements, subject to any required regulatory or other

approval.

(b) Nothing contained in the Plan shall give any Eligible Person any interest or title in

or to any Common Shares of the Corporation or any rights as a shareholder of the

Corporation or any other legal or equitable right against the Corporation

whatsoever other than as set forth in the Plan and upon the issue of Common

Shares under the Plan.

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(c) The Plan does not give any Eligible Person the right or obligation to continue to

serve as a director of the Corporation or any corporation that is an associate,

affiliate or subsidiary of the Corporation. The issue of Common Shares to any

Eligible Person is a matter to be determined solely in the discretion of the Board.

The Plan shall not in any way fetter, limit, obligate, restrict or constrain the Board

with regard to the issue of Common Shares or any other securities in the capital of

the Corporation.

(d) Upon any issue of Common Shares under the Plan, the Corporation shall add to

the stated capital account maintained by the Corporation in respect of the

Common Shares an amount equal to the number of Common Shares so issued

multiplied the issue price per Common Share at which the Common Shares were

issued.

2. COMMON SHARES

2.1 Issues

Subject to the provisions of the Plan, the Board shall have the authority to issue Common

Shares to Eligible Persons in addition to or in lieu of the cash remuneration payable to them in

respect of their services as directors of the Corporation or any corporation that is an associate,

affiliate or subsidiary of the Corporation and to determine the terms, limitations, restrictions and

conditions, if any, in addition to those set forth in Section 2.2, applicable to such issue of

Common Shares.

2.2 Issue Price

The issue price per Common Share of any Common Shares issued hereunder shall not be

less than the closing price of the Common Shares on the Toronto Stock Exchange on the trading

day immediately preceding the date of the issue of the Common Shares.