EXHIBIT 4.48

AGREEMENT OF PURCHASE AND SALE

THIS AGREEMENT dated the 1st day of April, 2005.

BETWEEN:

FALLS MOUNTAIN COAL INC. ("Falls Mountain"), a British Columbia
corporation with its principal place of business in Vancouver, British
Columbia, Canada

AND:

SEDGMAN CANADA LTD. ("Sedgman"), a Pennsylvania corporation with
principal place of business in Pittsburgh, Pennsylvania, United States

AND:

SEDGMAN, L.L.C. ("Sedgman USA"), a Pennsylvania Limited Liability
Company with its principal place of business in Pittsburgh,
Pennsylvania

WHEREAS Falls Mountain wishes to purchase, and Sedgman wishes to provide,
certain Equipment (as defined below) to be incorporated into the Preparation
Plant (the "Plant"), located at Willow Creek Mine in Chetwynd, British Columbia,
Canada;

THEREFORE in consideration of the promises and of the mutual agreements
hereinafter contained, the parties hereto do hereby agree as follows:

1. SCHEDULES

1.1 The following attached Schedules are a part of this agreement:

Schedule 1 - Equipment

Schedule 2 - Fees and Payment

2. EQUIPMENT

2.1 Sedgman will perform all work, including design and engineering work,
necessary to procure, size, specify, select, supply and deliver the
equipment specified in Schedule 1 (the "Equipment").

2.2 Sedgman will ensure that Sedgman Canada Company enters into a separate
agreement with Falls Mountain to install and commission the Equipment in
accordance with the Agreement dated the 15th day of April, 2005 (the
"Services Agreement"). Sedgman will guarantee the performance of Sedgman
Canada Company under the Services Agreement.

2.3 Sedgman represents and warrants with respect to the Equipment that:

(a) Sedgman has the necessary experience and expertise to perform the work
necessary to procure, size, specify, select, supply and deliver the
Equipment in accordance with this Agreement;

(b) the Equipment will be:

(i) free of defects in design and shall be fit for the purpose for
which the Equipment has been procured and supplied; and

(ii) free of defects in materials and workmanship.

(c) Sedgman has informed itself of conditions at the Plant, and the
Equipment is of a design and quality suitable for cleaning coal as
intended by Falls Mountain as part of its Plant and achieving the
Performance Standard (as defined in the Services Agreement);

(d) the Equipment, when installed and operated in accordance with the
Operating and Maintenance Manuals, shall be capable of achieving the
Performance Standard; and

(e) all engineering and design work will be performed in accordance with
generally accepted engineering and design standards.

3. DELIVERY OF THE EQUIPMENT

3.1 Sedgman will deliver the Equipment in a timely manner to ensure the
"SCHEDULE OF SERVICES" described in the Services Agreement is adhered to,
including the Project Completion date.

3.2 Sedgman will attach to all Equipment identification "Tags" in accordance
with the reference numbers outlined in Sedgman's information to identify
each element of Equipment.

4. PLANS, SPECIFICATIONS AND MANUALS

4.1 Sedgman will provide all plans, specifications, parts lists, instructions
and manuals (both operating and maintenance) of the Equipment in a detail
and quality in accordance with industry standards, to the reasonable
satisfaction of Falls Mountain, and so as to permit Falls Mountain to
operate and maintain the Equipment in a proper and prudent manner.

4.2 Sedgman will provide:

(a) three copies of the latest design drawings and an AutoCAD CD of these
drawings; and

(b) four copies of the Operating and Maintenance Manuals (prepared to the
reasonable satisfaction of Falls Mountain) and spare parts list for
all Equipment; including any updates necessary as a result of
commissioning, upon Project Completion as defined in the Services
Agreement; Falls Mountain shall not be required to make payment of any
amount specified in an invoice submitted by

Sedgman in accordance with Schedule 2 unless such invoice is
accompanied by the documents described in this section 4.2.

5. TITLE AND INSURANCE

5.1 Sedgman warrants that it has or will have good and marketable title to the
Equipment, including all components of the Equipment, free and clear of any
and all liens, restrictions, reservations or claims of any kind and that it
will defend the title to Falls Mountain.

5.2 Title to the Equipment or components of the Equipment will pass to Falls
Mountain upon delivery of the Equipment or components of the Equipment to
Sedgman's shipper at the Equipment suppliers' U.S. location. Sedgman shall
bear all risk of damage to the Equipment during shipping and delivery to
the Plant, and the Equipment shall remain at Sedgman's risk during
installation under the Services Agreement through until Project Completion.

5.3 Sedgman will, at Falls Mountain's Expense, obtain, or cause to be obtained,
insurance for the benefit of Falls Mountain on terms standard in the
industry covering the risks identified above, satisfactory to Falls
Mountain acting reasonably, on all the Equipment for its full replacement
value.

5.4 Sedgman warrants and represents that the Equipment does not infringe,
directly or indirectly, and patent, copyright, trademark or proprietary
information right. Sedgman will at its cost defend, indemnify and hold
harmless Falls Mountain for all costs, expenses or damages of any kind,
including actual legal costs and disbursements, arising or relating to any
claim that the Equipment is an infringement of any such right. With respect
to any intellectual property rights held by third parties with respect to
the

Equipment, Sedgman will obtain such rights and will provide and transfer to
Falls Mountain any and all such rights, including intellectual property
licenses, reasonably required by Falls Mountain with respect to the
Equipment.

6. PAYMENT

6.1 Falls Mountain will pay for the Equipment provided by Sedgman under this
Agreement in accordance with the terms of Schedule 2.

6.2 Falls Mountain shall be responsible for and pay all provincial sales taxes,
goods and services taxes and transfer taxes, if any, eligible in respect of
the purchase of the equipment by the Falls Mountain from Sedgman hereunder
and in addition shall reimburse Sedgman in respect of any brokerage fees
incurred by Sedgman to the extent such taxes and fees are not reflected in
the price of the equipment hereunder, provided that such brokerage fees do
not exceed X% per cent of the price of the equipment purchased hereunder.
Sedgman further agrees that it will register for GST purposes under the
Excise Tax Act (Canada) before importing into Canada any of the equipment
to be purchased hereunder and will promptly apply for and use its best
efforts to obtain an input tax credit under the Excise Tax Act in respect
of any goods and services tax paid by it or by Falls Mountain on its behalf
in respect of the importation of the equipment referred to herein into
Canada. Sedgman will reimburse Fall Mountain for any amount paid by Falls
Mountain to the extent of any input tax credit successfully claimed by
Sedgman.

6.3 Falls Mountain shall indemnify and save harmless Sedgman from any and all
costs, demands, claims, liabilities, actions and other obligations of any
nature whatsoever arising from Falls Mountain's breach of section 6.2.

7. WARRANTY

7.1 Sedgman warrants that: the Equipment shall be free from defects in
workmanship and materials for a period of 12 months commencing from Project
Completion (the "Warranty Period"); except that the warranty provided by
Sedgman under this agreement shall not extend to:

(a) repairs required normal wear and tear; or

(b) repairs or failure caused by Falls Mountain failing to operate the
Equipment in accordance with Sedgman's Operating and Maintenance
Manuals.

7.2 If any defects or deficiencies specified in section 7.1 are discovered
during the Warranty Period then, on written notice from Falls Mountain,
Sedgman shall promptly, at its own expense, remedy the defect or
deficiency, and with respect to any replaced or repaired components of the
Equipment an extended warranty of 12 months shall run, commencing from the
date such component is placed into normal service or use. This extended
warranty shall also apply to any parts of the Equipment that are repaired
or replaced in order to meet the performance guarantees. Notwithstanding
the foregoing, Sedgman's obligations contained in this Article 7 --
Warranty shall in no event extend beyond 24 months from Project Completion.

7.3 If Sedgman fails or refuses to remedy any defect as required by the
previous section, then Falls Mountain may, but is not obligated to, upon
five days written notice to Sedgman repair the defect and all costs
arising, including costs of Falls Mountain's own staff, shall be due and
payable by Sedgman.

7.4 Sedgman will assign all of its rights in any warranties or guarantees
provided by any manufacturers, suppliers, contractors or subcontractors
with respect to the Equipment or

components of the Equipment, such assignment to be in a form to the
reasonable satisfaction of Falls Mountain. Where obtainable, such
warranties or guarantees will be made directly to Falls Mountain.

7.5 Sedgman's obligation to repair or replace the Equipment or compensate Falls
Mountain for repairs or replacements, in accordance with sections 7.2 and
7.3, shall be Falls Mountain's exclusive remedy for a breach of the
warranties contained in this Article 7 -- Warranty.

7.6 Sedgman disclaims all warranties as to the merchantability or fitness of
the Equipment for any particular purpose other than as expressly set forth
in this Agreement.

8. CONSEQUENTIAL DAMAGES

8.1 Notwithstanding any other provision in this Agreement, Sedgman shall not be
liable to Falls Mountain, and Falls Mountain shall not be liable to
Sedgman, for any consequential or indirect damages, including but not
limited to overhead of any kind, loss of use, lost opportunity, loss of
profits, loss of product and loss of reputation.

9. GENERAL

9.1 GUARANTEE. Sedgman USA hereby absolutely, irrevocably and unconditionally
guarantees to Falls Mountain, its successor and assigns, the full
performance and observation of all the terms, covenants, conditions and
provisions to be performed or observed by Sedgman under this Agreement.
Such guarantee shall be as primary obligor and not merely as surety.

9.2 ARBITRATION. All matters in dispute under this Agreement may, with the
concurrence of both Falls Mountain and Sedgman, be submitted to arbitration
by a single arbitrator,

pursuant to the Commercial Arbitration Act of British Columbia. Any
arbitration will take place in Vancouver, British Columbia, unless both
parties expressly agree otherwise.

9.3 ENTIRE AGREEMENT. This Agreement, including the Schedules and any other
documents expressly referred to in this Agreement as being a part of this
Agreement, together with the Services Agreement, contains the entire
agreement of the parties regarding the supply and installation of the
Equipment and no understandings or agreements, oral or otherwise, exist
between the parties except as expressly set out in this Agreement.

9.4 COUNTERPARTS. This Agreement and all documents contemplated by or delivered
under or in connection with this Agreement may be executed and delivered in
any number of counterparts with the same effect as if all Parties had all
signed and delivered the same document and all counterparts will be
construed together to be an original and will constitute one and the same
agreement.

9.5 AMENDMENT. This Agreement may be amended only by agreement in writing,
signed by both parties.

9.6 NOTICES. Any notice, report or other document that either party may be
required or may wish to give to the other must be in writing, unless
otherwise provided for, and will be deemed to be validly given to and
received by the addressee, if served personally, on the date of such
personal service or, if delivered by mail, or facsimile, when received. The
addresses for delivery will be as follows:

FALLS MOUNTAIN:

Falls Mountain Coal Inc.
c/o Pine Valley Mining Corporation 501 - 535 Thurlow Street
Vancouver, British Columbia, Canada V6E 3L2
Fax: (604) 682-4698

ATTENTION: Graham Mackenzie

With a copy to:

Bull, Housser & Tupper

Barristers and Solicitors
3000 Royal Centre
1055 West Georgia Street
PO Box 11130
Vancouver BC V6E 3R3
Fax: (604) 646-2514

ATTENTION: Grant Weaver

SEDGMAN:

Sedgman Canada Ltd.
2090 Greentree Road
Pittsburgh, Pennsylvania, United States
15220
Fax: (412) 429 - 9800

ATTENTION: Michael F. Placha

9.7 UNENFORCEABILITY. If any provision of this Agreement is invalid or
unenforceable, it shall be severed from the Agreement and will not affect
the enforceability or validity of the remaining provisions of the
Agreement.

9.8 HEADINGS. The headings in this Agreement are inserted for convenience of
reference only and shall not form part of nor affect the interpretation of
this Agreement.

9.9 WAIVER. No waiver by either party of any breach by the other party of any
of its covenants, obligations and agreements shall be a waiver of any
subsequent breach or of any other covenant, obligation or agreement, nor
shall any forbearance to seek a remedy for any breach be a waiver of any
rights and remedies with respect to such or any subsequent breach.

9.10 FORCE MAJEURE. If, because of an event or circumstance beyond the
reasonable control of either party, Sedgman is unable to meet or is delayed
in meeting its obligations under this Agreement, and if Sedgman promptly
gives Falls Mountain written notice of such event or circumstance, then the
time of performance will be extended as reasonably required as a result of
the circumstance or event. The parties will each bear their own costs as a
result of the circumstance or event. Nothing in this paragraph shall be
construed as relieving or suspending Falls Mountain from its obligations to
pay for work performed to the date of such circumstance or event.

9.11 GOVERNING LAW. This Agreement and its application and interpretation will
be governed exclusively by the laws prevailing in British Columbia which
will be deemed to be the proper law hereof.

9.12 COMPLIANCE WITH LAWS. Sedgman will design the Equipment so that it is in
compliance with all laws, codes, bylaws and regulations, including safety
regulations, applicable to the Equipment at the Plant. Without limiting the
generality of the foregoing, Sedgman will ensure that the Equipment
complies with standards and codes normally associated with this type of
project, including but are not limited to: NEC; ASTM; AISC; CEMA; and NCA.

9.13 LIMITATION OF LIABILITY. Subject to amounts recoverable under policies of
insurance required to be maintained under this Agreement, Sedgman's
aggregate liability under this Agreement shall not exceed 10% of the sum of
the fees payable to Sedgman under this Agreement. The limitation of
liability set forth herein and in Article 8 -- Consequential Damages, shall
not apply in respect of liability of Sedgman arising from, or connected to,
its gross negligence or willful misconduct.

9.14 ASSIGNMENT. No party will assign this Agreement, or any part of this
Agreement, without the consent of the other party, such consent not to be
unreasonably withheld, provided that Sedgman acknowledges and agrees that
Falls Mountain may assign this contract to an institutional lender, by way
of security, without consent and Sedgman agrees that it will execute and
deliver such consents and other agreements as such lender may reasonably
request in connection therewith.

IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and
year first above written.

FALLS MOUNTAIN COAL INC.

Per: /s/ Graham Mackenzie
-----------------------------------
Authorized Signatory

SEDGMAN CANADA LTD.

Per: /s/ Michael F. Placha
-----------------------------------
Authorized signatory

SEDGMAN, L.L.C.

Per: /s/ Larry A. Walter
-----------------------------------
Authorized signatory

SCHEDULE 1 -- EQUIPMENT

The Equipment includes the following components:

PROCESS EQUIPMENT:

RAW COAL SINGLE DECK BANANA SCREEN

- Furnish one (1) new raw coal screen feed chute lined with 3/8 in.
AR400.

- Furnish one (1) new raw coal screen feed boxes lined with 3/8 in
AR400.

- Furnish new structural steel, decking and concrete to support the new
10 ft. x 20 ft. single deck raw coal banana screen

- Furnish one (1) new 10 ft. by 20 ft. single deck banana raw coal
screen, complete with motor, drive, belts, guards and screen panels.

- Furnish handrail and toe plate around open areas as required by code.

- Furnish one (1) new underflow chute lined with 3/8 in. AR400 under the
new raw coal screen. The underflow chute shall be designed such that a
portion of the flow can be bypassed to clean coal while the remainder
is wetted and directed to the feed box of the deslime sieve bend.

- Furnish one (1) new raw coal screen discharge chute lined with 1 in.
ceramic.

- Furnish electrical components, remote stop, conduit, wiring, and PLC
control.

DESLIME SIEVE BEND

- Furnish one (1) new deslime sieve bend feed box lined with 1/2 in
ceramic.

- Furnish one (1) new 7 ft wide by 80 in radius by 45 degrees arc
deslime sieve bend, complete with sieve panel, hold downs, and reverse
turning mechanism.

- Furnish new structural steel as required to support the sieve bend on

- Furnish new discharge and underflow chutes for the sieve bend. The
discharge chute will be lined with in ceramic and the underflow chute
will be lined with 1 in Stonhard.

DESLIME SCREEN

- Furnish new structural steel, decking and concrete to support the new
8 ft. x 16 ft. single deck horizontal deslime screen

- Furnish one (1) new 8 ft. by 16 ft. single deck horizontal deslime
screen, complete with motor, drive, belts, guards and screen panels.

- Furnish handrail and toe plate around open areas as required by code.

- Furnish one (1) new underpan lined with 1 in. Stonhard under the new
raw coal screen.

- Furnish extra strong steel pipe and fittings from the underpan to the
water only cyclone sump.

- Furnish one (1) new deslime screen discharge chute lined with 1 in.
ceramic.

- Furnish electrical components, remote stop, conduit, wiring, and PLC
control.

HEAVY MEDIA CYCLONE SUMP

- Furnish one (1) new heavy media cyclone sump, lined with 1" Stonhard.
Furnish one (1) new center tube for the heavy media cyclone sump,
lined on the inside with 1 in ceramic tile and on the outside with 1
in. Stonhard. Sump shall be equipped with in. thick protective
screens.

- Furnish one (1) new poured concrete sump base

- Furnish one (1) diaphragm protected, flange mounted differential
pressure sensor.

- Furnish steel pipe and fittings for overflow, density control and sump
drain.

HEAVY MEDIA CYCLONE PUMP

- Furnish one (1) new Millmax 12 x 10 pump, complete with motor, drive
and guards.

- Furnish one (1) new poured concrete pump base

- Furnish new basalt lined steel pipe and fittings for pump suctions and
discharges.

- Furnish electrical components, remote stop, conduit, wiring, and PLC
control.

HEAVY MEDIA CYCLONE

- Furnish one (1) new 33 in diameter Krebs heavy media cyclones.

- Furnish one (1) diaphragm protected pressure gauges on the heavy media
cyclone inlet.

- Furnish new basalt lined steel pipe and fittings for the feed,
overflow and underflow.

- Furnish new structural steel to support the new heavy media cyclone

HEAVY MEDIA CYCLONE OVERFLOW BOX

- Furnish one (1) heavy media cyclone overflow box, lined with 1 in
thick ceramic tile on the bottom and 1/2 in thick ceramic on the sides
and top.

HEAVY MEDIA CYCLONE CLEAN COAL SCREEN

- Furnish one (1) new 10 ft wide by 20 ft. long double deck banana heavy
media cyclone clean coal drain and rinse screens, complete with motor,
drive, belts, guards and screen panels.

- Furnish new structural steel as required to support the new heavy
media cyclone clean coal drain and rinse screen

- Furnish new heavy media cyclone clean coal drain and rinse screen
discharge chute lined with 1 in. ceramic.

- Furnish one (1) new split underflow pan lined with 1 in. Stonhard
under the new heavy media cyclone clean coal drain and rinse screen.

- Furnish extra strong steel pipe and fittings from the new heavy media
cyclone clean coal drain and rinse screen under flow pan to the heavy
media cyclone sump, the heavy media cyclone bleed box and the dilute
media sump.

- Furnish two (2) new spray bars for each new heavy media cyclone clean
coal drain and rinse screen. Furnish steel pipe and fittings from the
new spray bars to tie in to the clarified water system.

- Furnish electrical components, remote stop, conduit, wiring, and PLC
control.

HEAVY MEDIA CYCLONE UNDERFLOW BOX

- Furnish one (1) heavy media cyclone underflow box, lined with 1 in
thick ceramic tile on the bottom and 1/2 in thick ceramic on the sides
and top. The box will be equipped with ceramic lined splash skirt for
the cyclone apex.

HEAVY MEDIA CYCLONE REFUSE SIEVE BENDS

- Furnish one (1) new heavy media cyclone refuse sieve bend feed box
lined with 1/2 in ceramic.

- Furnish one (1) new 5 ft wide by 80 in radius by 45 degrees arc refuse
sieve bend, complete with sieve panel, hold downs, and reverse turning
mechanism.

- Furnish new structural steel as required to support the sieve bend

- Furnish new discharge and underflow chutes for each sieve bend. The
discharge chute will be lined with 1/2 in ceramic and the underflow
chute will be line with 1 in Stonhard.

HEAVY MEDIA CYCLONE REFUSE SCREEN

- Furnish one (1) new 6 ft wide by 16 ft long single deck horizontal
heavy media cyclone refuse drain and rinse screen.

- Furnish new structural steel as required to support the new heavy
media cyclone refuse drain and rinse screen

- Furnish new heavy media cyclone refuse drain and rinse screen
discharge chute lined with in ceramic.

- Furnish one (1) new split underflow pan lined with 1 in. Stonhard
under the new heavy media cyclone refuse drain and rinse screen.

- Furnish extra strong steel pipe and fittings from the new heavy media
cyclone refuse drain and rinse screen under flow pan to the heavy
media cyclone sump and the dilute media sump.

- Furnish two (2) new spray bars for each new heavy media cyclone refuse
drain and rinse screen. Furnish steel pipe and fittings from the new
spray bars to tie in to the clarified water system.

- Furnish electrical components, remote stop, conduit, wiring, and PLC
control.

HEAVY MEDIA CYCLONE BLEED BOX

- Furnish new structural steel as required to support the new heavy
media cyclone bleed box

- Furnish one (1) "Elephant Trunk" style bleed box. Box to be fabricated
from in. mild steel and lined with 1 in Stonhard.

- Furnish one (1) air cylinder actuator to position the bleed diverter.

- Furnish extra strong steel pipe from the bleed box to the heavy media
cyclone sump and the dilute media sump.

- Furnish steel pipe for compressed air feed to air cylinder.

- Furnish electrical components, remote stop, conduit, wiring, and PLC
control.

DILUTE MEDIA SUMP

- Furnish one (1) new dilute media sump, lined with 1" Stonhard. Sump
shall be equipped with 1/4 in. thick protective screens.

- Furnish one (1) new poured concrete sump base

- Furnish one (1) diaphragm protected, flange mounted differential
pressure sensor.

- Furnish steel pipe and fittings for overflow, density control and sump
drain.

DILUTE MEDIA PUMP

- Furnish one (1) new Millmax 6 x 4 pump, complete with motor, drive and
guards.

- Furnish one (1) new poured concrete pump base

- Furnish new extra strong steel pipe and fittings for pump suctions and
discharges.

- Furnish electrical components, remote stop, conduit, wiring, and PLC
control.

MAGNETIC SEPARATORS

- Furnish one (1) new 48 in diameter by 8 ft long single drum, self
leveling magnetic separator.

- Furnish new structural steel as required to support the new magnetic
separator

- Furnish new magnetic separator tailings collection chute lined with 1
in Stonhard.

- Furnish new overdense media collection chute fabricated from stainless
steel.

- Furnish extra strong steel pipe and fittings from the tailings
collection chute to the deslime screen.

- Furnish extra strong steel pipe and fittings from the overdense
collection chute to the heavy media cyclone sump.

- Furnish electrical components, remote stop, conduit, wiring, and PLC
control.

MAGNETITE TRANSFER SUMP

- Furnish one new pored concrete transfer sump on El. 0'-0". Sump shall
be sloped to pump suction. Sump shall be equipped with two layers of
overlapping grating to prevent oversize material from entering sump.

- Furnish steel pipe and fittings to add clarified water to magnetite
transfer sump.

MAGNETITE TRANSFER PUMP

- Furnish one (1) new submersible magnetite transfer pump.

- Furnish new extra strong steel pipe and fittings from the magnetite
transfer pump to the overdense magnetic separator.

- Furnish electrical components, remote stop, conduit, wiring, and PLC
control.

OVERDENSE MAGNETIC SEPARATOR

- Furnish one (1) new 36 in diameter by 2 ft long single drum, self
leveling magnetic separator.

- Furnish new structural steel as required to support the new magnetic
separator

- Furnish new magnetic separator tailings collection chute lined with 1
in Stonhard.

- Furnish new overdense media collection chute fabricated from stainless
steel.

- Furnish extra strong steel pipe and fittings from the tailings
collection chute to the dilute media sump.

- Furnish extra strong steel pipe and fittings from the overdense
collection chute to the heavy media cyclone sump.

- Furnish electrical components, remote stop, conduit, wiring, and PLC
control.

NUCLEAR DENSITY GAUGES

- Furnish four (4) nuclear density gauges for the heavy media cyclone,
water only cyclone, dilute media and thickener underflow pump
discharge lines.

WATER ONLY CYCLONE SUMP

- Furnish one (1) new water only cyclone sump, lined with 1" Stonhard.
Sump shall be equipped with 1/4 in. thick protective screens.

- Furnish one (1) new poured concrete sump base

- Furnish one (1) diaphragm protected, flange mounted differential
pressure sensor.

- Furnish steel pipe and fittings for overflow, density control and sump
drain.

WATER ONLY CYCLONE PUMP

- Furnish one (1) new Millmax 12 x 10 pump, complete with motor, drive
and guards.

- Furnish one (1) new poured concrete pump base

- Furnish new extra strong steel pipe and fittings for pump suctions and
discharges.

- Furnish electrical components, remote stop, conduit, wiring, and PLC
control.

WATER ONLY CYCLONES

- Furnish one (1) new 6-way cyclone distributors lined with 'A in
ceramic.

- Furnish overflow and underflow collection plate work, lined with 1 in.
Stonhard.

- Furnish new structural steel as required to support the new water only
cyclones

- Furnish six (6) new 15 in diameter Krebs water only cyclones.

- Furnish one (1) diaphragm protected pressure gauge on each cyclone
distributor.

SPIRAL CONCENTRATORS

- Furnish one (1) bank of four triple start spirals, complete with
distributors and feed piping.

- Furnish new structural steel as required to support the new spirals

- Furnish new collection launders for clean coal, middlings and refuse
lined with 1 in Stonhard.

- Furnish new extra strong steel pipe and fittings from the launders to
the corresponding sumps and screens.

CLEAN COAL CLASSIFYING CYCLONE SUMP

- Furnish one (1) new clean coal classifying cyclone sump, lined with 1"
Stonhard. Sump shall be equipped with '/4 in. thick protective
screens.

- Furnish one (1) new poured concrete sump base

- Furnish one (1) diaphragm protected, flange mounted differential
pressure sensor.

- Furnish steel pipe and fittings for overflow, density control and sump
drain.

CLEAN COAL CLASSIFYING CYCLONE PUMP

- Furnish one (1) new Millmax 12 x 10 pump, complete with motor, drive
and guards.

- Furnish one (1) new poured concrete pump base

- Furnish new extra strong steel pipe and fittings for pump suctions and
discharges.

- Furnish electrical components, remote stop, conduit, wiring, and PLC
control.

CLEAN COAL CLASSIFYING CYCLONES

- Furnish one (1) new four-way cyclone distributors lined with '/2 in
ceramic.

- Furnish overflow and underflow collection plate work, lined with 1 in.
Stonhard.

- Furnish new structural steel as required to support the new clean coal
cyclones

- Furnish four (4) 15 in diameter Krebs clean coal cyclones.

- Furnish one (1) diaphragm protected pressure gauge on each cyclone
distributor.

FINE CLEAN COAL SIEVE BEND

- Furnish one (1) new 7 ft wide sieve bend feed boxes lined with 1/2 in
ceramic.

- Furnish one (1) new 7 ft wide by 80 in radius by 45 degrees arc clean
coal sieve bend, complete with sieve panel, hold downs and reverse
turning mechanism.

- Furnish new structural steel as required to support the sieve bend

- Furnish new discharge chute work lined with 1/2 in ceramic.

- Furnish new effluent collection chute work lined with 1 in Stonhard.

- Furnish new extra strong steel pipe from the sieve bend discharge
chute to the fine coal centrifuge and from the sieve bend effluent pan
to the thickener feed.

FINE COAL CENTRIFUGE

- Furnish one (1) H900 centrifuge, complete with basket, motors, drives,
and guards.

- Furnish new structural steel as required to support the fine coal
centrifuge

- Furnish new centrifuge discharge chutes. Chutes to be lined with 3/8
in UHMW.

- Furnish new effluent collection box lined with 1 in Stonhard.

- Furnish extra strong steel pipe and fittings from the effluent
collection box to the clean coal classifying cyclone sump.

- Furnish electrical components, remote stop, conduit, wiring, and PLC
control.

HIGH RATE STATIC REFUSE THICKENER

- Furnish poured concrete foundation for one (1) 70 ft diameter high
rate refuse thickener.

- Furnish one (1) 70 ft diameter high rate refuse thickener tank. Tank
to be rolled steel plate, welded water-tight construction or poured
concrete.

- Furnish one (1) 70 ft diameter high rate refuse thickener mechanism,
complete with bridge, feed flume, feed well, rakes, drive, rake lift,
torque monitoring, launder, and drop box.

- Furnish electrical components, remote stop, conduit, wiring, and PLC
control.

THICKENER UNDERFLOW PUMP

- Furnish one (1) new Millmax 6 x 4 pump, complete with motor, drive and
guards.

- Furnish one (1) new poured concrete pump base

- Furnish new extra strong steel pipe and fittings for pump suction and
discharge.

- Furnish electrical components, remote stop, conduit, wiring, and PLC
control.

BELT PRESSES

- Furnish two (2) new 3.0m wide belt presses, compete with belts, motor,
drive, guards.

- Each press shall have a low shear mix tank ahead of the feed inlet.

- Furnish new structural steel as required to support the belt presses

- Furnish poured concrete tubs around each press.

- Furnish steel pipe and fittings for compressed air feed to each press.

- Furnish extra strong steel pipe and fittings from the enclosure drains
to the thickener feed.

- Furnish extra strong steel pipe from the thickener underflow pump to
the mow shear mix tanks and from the mix tanks to the belt presses.

CLARIFIED WATER SUMP

- Furnish one new clarified water sump constructed of rolled mild steel
plate, welded water-tight construction.

- Furnish poured concrete slab to support the new sump.

- Furnish one new differential pressure sensor.

CLARIFIED WATER PUMP

- Furnish one (1) new Millmax 12 x 10 pump, complete with motor, drive
and guards.

- Furnish one (1) new poured concrete pump base

- Furnish new extra strong steel pipe and fittings for pump suction.
Furnish new steel pipe and fittings for pump discharge.

- Furnish electrical components, remote stop, conduit, wiring, and PLC
control.

PLANT CLEANUP SUMP AND PUMP

- Furnish one (1) poured concrete cleanup sump below ground floor
elevation.

- Furnish one (1) new Warman 100 QVSP pump, complete with motor, drive
and guards.

- Furnish one (1) new structural steel frame to support the pumps

- Furnish new extra strong steel pipe and fittings for pump discharge.

- Furnish electrical components, remote stop, conduit, wiring, and PLC
control.

PLANT AIR COMPRESSORS

- Furnish air compressors suitable for operating air actuated valves,
actuators, positioners, belt presses, etc.

FLOCCULANT SYSTEM

- Furnish one (1) anionic flocculant system for the plant.

- Furnish one (1) cationic flocculant system for the plant.

15 TON OVERHEAD CRANE

- Furnish one (1) 15 ton overhead crane.

ELECTRICAL EQUIPMENT:

- Furnish a "turn key" electrical installation including primary wiring
from the owner's termination point transformers, primary conduit and
weather head, primary wiring, secondary wiring, conduit, motor control
centers, power supplies, wire, field devices, etc.

- Furnish all materials for a "turn key" installation.

- Design and furnish, power and control conduit and wire to all
motorized units as listed on the motor list.

- Design and furnish, starter, conduit, wire and jog/stop station for
the new refuse screen in the plant as required for successful
operation and monitoring of the machine.

- Coordinate control wiring and physical I/O changes with plant
personnel for their PLC program revisions.

SCHEDULE 2 -- FEES AND PAYMENT

1. Subject to the provisions of this Schedule, Falls Mountain shall pay
Sedgman for the Equipment on a progress basis in accordance with the
following table (U.S. Dollars):

Date 3/31/05 4/30/05 5/31/05 6/30/05 7/31/05 8/31/05 9/30/05 TOTAL
- ---- ------- ------- ------- ------- ------- ------- ------- ----------

PROCUREMENT

Process Equipment 30% 30% 20% 10% 5% 5% $1,814,591

Structural Steel 10% 55% 15% 10% 10% 816,567

Platework/Piping 10% 50% 10% 10% 10% 10% 1,088,755

Materials Handling 10% 10% 40% 15% 15% 10% 468,049

Electrical 15% 40% 30% 10% 5% 453,648

TOTAL $4,641,610

2. It is expected that the Equipment will be supplied in accordance with the
percentages set out in the above table. If the actual percentage of
Equipment supplied by the date indicated is different from the percentage
shown in the above table, Falls Mountain shall pay Sedgman based on the
actual percentage.

3. On a monthly basis, Sedgman shall submit invoices to Falls Mountain.
Invoice payment shall be made by Falls Mountain within 30 calendar days
following receipt.