0000890163-08-000252 Sample Contracts

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 18th, 2008 • Pacific Goldrim Resources, Inc. • Metal mining • Nevada

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of April 14, 2008, is made by and between SmartHeat Inc., a Nevada corporation (“Seller”), and Jason Schlombs (“Buyer”).

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SHARE EXCHANGE AGREEMENT BY AND AMONG SHENYANG TAIYU MACHINERY & ELECTRONIC EQUIPMENT CO., LTD and SMARTHEAT INC. and THE SHAREHOLDERS OF SHENYANG TAIYU MACHINERY & ELECTRONIC EQUIPMENT CO., LTD Dated as of April 14, 2008
Share Exchange Agreement • April 18th, 2008 • Pacific Goldrim Resources, Inc. • Metal mining • Nevada

This SHARE EXCHANGE AGREEMENT (this "Agreement") is entered into as of April 14, 2008, by and among SHENYANG TAIYU MACHINERY & ELECTRONIC EQUIPMENT CO., LTD, a company organized under the laws of the Peoples Republic of China ("Taiyu") and SMARTHEAT INC., a Nevada corporation ("Purchaser") and each of the shareholders of Taiyu listed on Schedule 4.2 hereto (the "Taiyu Shareholders").

AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONS
Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations • April 18th, 2008 • Pacific Goldrim Resources, Inc. • Metal mining • Nevada

This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of April 14, 2008, by SmartHeat Inc, a Nevada corporation (“Assignor”), and PGR Holdings, Inc., a Nevada corporation and a wholly-owned subsidiary of Assignor (“Assignee”).

Contract
Sales Contract • April 18th, 2008 • Pacific Goldrim Resources, Inc. • Metal mining
SALES CONTRACT
Sales Contract • April 18th, 2008 • Pacific Goldrim Resources, Inc. • Metal mining

The Contract is made and entered into through friendly negotiation by and between Dalkia (Jiamusi) Urban Heating Company Ltd, a corporation organized and existing under the laws of China (hereinafter referred to as the Buyer) and Shenyang TAIYU Machinery & Electronic Equipment Co., Ltd. a corporation organized and existing under the laws of China (hereinafter referred to as the Seller or Taiyu) under [Contract Law of the People's Republic of China]

Split-Off Agreement STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 18th, 2008 • Pacific Goldrim Resources, Inc. • Metal mining • Nevada

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of April __, 2008, is made by and between SmartHeat Inc., a Nevada corporation (“Seller”), and Jason Schlombs (“Buyer”).

Buyer: Contract No.:
Sales Contract • April 18th, 2008 • Pacific Goldrim Resources, Inc. • Metal mining
Short-term Revolving Financing Agreement without Commitment Jun. 25, 2007
Short-Term Revolving Financing Agreement Without Commitment • April 18th, 2008 • Pacific Goldrim Resources, Inc. • Metal mining
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