China Ventures Inc. Sample Contracts

THIS STOCK OPTION AGREEMENT dated as of the 14th day of April, 2003 BETWEEN:
Stock Option Agreement • November 5th, 2004 • China Ventures Inc. • Books: publishing or publishing & printing • British Columbia
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Agreement No.: 2003002
Cooperation Agreement • August 18th, 2005 • China Education Resources Inc. • Books: publishing or publishing & printing
STOCK OPTION AGREEMENT dated as of the 25th day of September, 2000 BETWEEN:
Stock Option Agreement • November 5th, 2004 • China Ventures Inc. • Books: publishing or publishing & printing • British Columbia
Agreement Number: 2003001
Cooperation Agreement • August 18th, 2005 • China Education Resources Inc. • Books: publishing or publishing & printing
CERTIFIED COPY OF ARRANGEMENT AGREEMENT MADE AS OF THE 24TH DAY OF FEBRUARY, 2000 BETWEEN INTERNATIONAL SKYLINE GOLD CORPORATION, 588056 B.C. LTD. AND COPPER MOUNTAIN MINES LTD. and PLAN OF ARRANGEMENT
Arrangement Agreement • August 18th, 2005 • China Education Resources Inc. • Books: publishing or publishing & printing • British Columbia

The undersigned, President of 588056 B.C. LTD. hereby confirms that the attached is a true and complete copy of an Arrangement Agreement made as of the 24th day of February, 2000 between International Skyline Gold Corporation, 588056 B. C. Ltd. and Copper Mountain Mines Ltd. to which is attached the Plan of Arrangement, which Agreement was duly approved by consent resolution of the sole member dated March 29, 2000 and that the said Arrangement Agreement and Plan of Arrangement remain in full force and effect and unamended as at the date hereof.

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • November 5th, 2004 • China Ventures Inc. • Books: publishing or publishing & printing • British Columbia

THIS AGREEMENT is made as of the 9th day of June, 2002 between BEIJING CHENGBO SCIENCE & TRADE CO. ("BCST"), a corporation duly incorporated under the laws of China, BEIJING SKY-LAND CULTURE LTD.("Sky-land"), a corporation duly incorporated under the laws of China, (collectively, the "Vendors"), CEN SMART NETWORKS LTD.("CEN"), a company duly incorporated under the laws of China, (the "Purchaser") and CHINA VENTURES INC., a company duly incorporated under the laws of the Province of British Columbia ("CVI").

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • August 18th, 2005 • China Education Resources Inc. • Books: publishing or publishing & printing • British Columbia

THIS AGREEMENT is made as of the ____ day of _____________, 2003, between Northern Education Book Ltd. (“NEB”), a corporation duly incorporated under the laws of China, Ansheng Zeng, Xiaodong Gao and Chenggang Zhou (collectively, the “Purchasers”), CEN SMART NETWORKS LTD. (“CEN”), a company duly incorporated under the laws of China, CHINA VENTURES INC. (“CVI”), a company duly incorporated under the laws of the Province of British Columbia, and ● and ● (collectively, the “Vendors”).

Cooperation Agreement on China Education Resource Service Platform Accepting the Guidance of Basic Education Curriculum Textbook Development Centre of the Ministry of Education
Cooperation Agreement • August 18th, 2005 • China Education Resources Inc. • Books: publishing or publishing & printing

Today’s Teachers Technology and Culture Limited (hereinafter referred to as “Party A”) is a limited liability company founded in 1998 after being approved by the Administration of Industry and Commerce of Beijing Municipality. Its legal representative is Chengfeng Zhou, business license registration number 1101091489911 (1-1). It has a registered capital of RMB 3 million, registered location at number 8, Xin Qiao Nan Street, Men Tou Gou District, Beijing. Its registered business scope includes: development of computer hardware; technology transfer; sales of books (retail), computer peripheral equipment, clothing, articles of daily use, machinery and electronics, hardware and electric devices, chemical products (excluding hazardous chemical goods and first category chemical products that can easily produce toxins), building materials, publicly-issued domestic-edition books (retail, mail order, secondary wholesale); packaging and transportation; and internet service business. The company

AMENDMENT TO PLAN OF ARRANGEMENT UNDER SECTION 252 OF THE COMPANY ACT (BRITISH COLUMBIA)
Plan of Arrangement • August 18th, 2005 • China Education Resources Inc. • Books: publishing or publishing & printing
Agreement on Cooperation on Joint Construction of “Curriculum Expert Website”
Cooperation Agreement • August 18th, 2005 • China Education Resources Inc. • Books: publishing or publishing & printing

The experts organized by Party A, including those in the areas of Chinese curriculum reform, language education, family education, professional education, education news, education focus and guidance on educational and scientific research of primary and secondary schools, have rich teaching and research experience, as well as education resources. Party A, representing the above-mentioned experts, intends to cooperate with a professional education website company in China, to promote the online operation and management of curriculum education resources;

Agreement
Curriculum Development Agreement • August 18th, 2005 • China Education Resources Inc. • Books: publishing or publishing & printing

This Agreement is made as of the 13th day of March, 2003 between Shanghai Teachers Training Centre (the “Shanghai”) and Today’s Teachers Technology and Culture Ltd. (the “TTTC”).

Print Rights Agreement
Print Rights Agreement • August 18th, 2005 • China Education Resources Inc. • Books: publishing or publishing & printing • British Columbia

AGREEMENT made this 23rd day of January 2003 between InternetESL.com Inc., whose business address is 15th floor, 885 West Georgia Street, Vancouver, BC,

AMENDMENT TO STOCK OPTION AGREEMENT
Stock Option Agreement • November 5th, 2004 • China Ventures Inc. • Books: publishing or publishing & printing
AMENDMENT TO STOCK OPTION AGREEMENT
Stock Option Agreement • November 5th, 2004 • China Ventures Inc. • Books: publishing or publishing & printing
THIS STOCK OPTION AGREEMENT dated as of the 30th day of March, 2004
Stock Option Agreement • November 5th, 2004 • China Ventures Inc. • Books: publishing or publishing & printing • British Columbia
SHARE PURCHASE OPTION AGREEMENT
Share Purchase Option Agreement • November 5th, 2004 • China Ventures Inc. • Books: publishing or publishing & printing • British Columbia
THIS STOCK OPTION AGREEMENT dated as of the 13th day of April, 2004
Stock Option Agreement • August 10th, 2004 • China Ventures Inc. • British Columbia
THIS STOCK OPTION AGREEMENT dated as of the 30th day of March, 2004
Stock Option Agreement • August 10th, 2004 • China Ventures Inc. • British Columbia
ASSUMPTION AMENDING AND CONFIRMATION AGREEMENT
Assumption Amending and Confirmation Agreement • August 10th, 2004 • China Ventures Inc. • British Columbia
AMENDMENT TO STOCK OPTION AGREEMENT
Stock Option Agreement • November 5th, 2004 • China Ventures Inc. • Books: publishing or publishing & printing
THIS CANCELLATION AGREEMENT made as of the 2nd day of February, 2004
Cancellation Agreement • August 10th, 2004 • China Ventures Inc.

WHEREAS the Optionee entered into an option agreement with the Company dated as of January 14, 2003 (the "Option Agreement"), amended by an Amendment to Stock Option Agreement dated as of January 22, 2003, pursuant to which the Company granted to the Optionee an option to purchase an aggregate of 1,537,000 common shares of the Company at an exercise price as follows:

ASSUMPTION, AMENDING AND CONFIRMATION AGREEMENT
Assumption, Amending and Confirmation Agreement • August 18th, 2005 • China Education Resources Inc. • Books: publishing or publishing & printing • British Columbia

COPPER MOUNTAIN MINES LTD., a company amalgamated pursuant to the laws of the Province of British Columbia having its registered and records office at 1500-1040 West Georgia Street, Vancouver, British Columbia

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Agreement Party “A”:
Joint Venture Agreement • November 5th, 2004 • China Ventures Inc. • Books: publishing or publishing & printing

Both Party “A” and Party “B”, on the matter relating to a joint venture development of [Name of Publication], has reached the following agreement:

THIS CANCELLATION AGREEMENT made as of the 3rd day of February, 2003 BETWEEN:
Cancellation Agreement • November 5th, 2004 • China Ventures Inc. • Books: publishing or publishing & printing

WHEREAS the Optionee entered into an option agreement with the Company dated as of the 25th day of September, 2000 (the "Option Agreement") whereby the Company granted to the Optionee an option to purchase an aggregate of 1,250,000 common shares of the Company at an exercise price of $0.30 per common share and the parties now wish to cance1. 250,000 options of the " 1.,250,000 options granted to the Optionee under the said Option Agreement.

Agreement
Joint Development Agreement • November 5th, 2004 • China Ventures Inc. • Books: publishing or publishing & printing

This Agreement is made as of the 13th day of March, 2003 between Shanghai Teachers Training Centre (the “Shanghai”) and Today’s Teachers Technology and Culture Ltd. (the “TTTC”).

BETWEEN:
Stock Option Agreement • November 5th, 2004 • China Ventures Inc. • Books: publishing or publishing & printing • British Columbia
AMENDMENT TO PLAN OF ARRANGEMENT UNDER SECTION 252 OF THE COMPANY ACT (BRITISH COLUMBIA) THIS AGREEMENT made the 20th day of July, 2000
Plan of Arrangement • August 10th, 2004 • China Ventures Inc. • British Columbia

Pursuant to a combination agreement (the "Combination Agreement"), dated as of May 23, 2000, Copper Mountain and CEN have agreed to enter into a plan of arrangement (the "Plan of Arrangement") in substantially the form attached as Schedule A to the Combination Agreement;

Agreement
Cooperation Agreement • November 5th, 2004 • China Ventures Inc. • Books: publishing or publishing & printing

Through discussion between the two parties, Party A and Party B agree to jointly co-operate in carrying out the project of book cataloguing and supply service for equipping the libraries of elementary and secondary schools in Sichuan Province.

THIS STOCK OPTION AGREEMENT dated as of the 14th day of January, 2003
Stock Option Agreement • August 10th, 2004 • China Ventures Inc. • British Columbia
FINANICIAL ADVISORY AND INVESTMENT BANKING AGREEMENT
Financial Advisory and Investment Banking Agreement • August 10th, 2004 • China Ventures Inc. • Florida

This Agreement is made and entered into this 5th day of April, 2004 between Finance Investments, Inc. (“VFIN”) and China Ventures Inc. (“Company”).

THIS STOCK OPTION AGREEMENT dated as of the 14th day of April, 2003
Stock Option Agreement • August 10th, 2004 • China Ventures Inc. • British Columbia
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