0001023175-07-000082 Sample Contracts

Contract
Stock Purchase Agreement • April 24th, 2007 • China Shen Zhou Mining & Resources, Inc. • Blank checks

Stock Purchase Agreement by and between Inner Mongolia Xiangzhen Mining Group, Ltd. and Jiaxing Li and Guan Huang, dated as of November 6, 2006

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Service Agreement by and between the Company and American Eastern Securities, Inc., dated November 1, 2006, and as amended on December 10, 2006
Service Agreement • April 24th, 2007 • China Shen Zhou Mining & Resources, Inc. • Blank checks
Fluorite Purchase Agreement
Fluorite Purchase Agreement • April 24th, 2007 • China Shen Zhou Mining & Resources, Inc. • Blank checks
Contract
Letter Agreement • April 24th, 2007 • China Shen Zhou Mining & Resources, Inc. • Blank checks

Letter Agreement by and between the Company and American Eastern Securities, Inc., dated November 1, 2006, as amended on December 27, 2006

Industrial Product Sales Contract
Sales Contract • April 24th, 2007 • China Shen Zhou Mining & Resources, Inc. • Blank checks
Option Agreement by and between the Company and American Eastern Securities, Inc., dated December 3, 2005
Option Agreement • April 24th, 2007 • China Shen Zhou Mining & Resources, Inc. • Blank checks
Refined Zinc Ore Supply Agreement
Supply Agreement • April 24th, 2007 • China Shen Zhou Mining & Resources, Inc. • Blank checks

The agreement is made conforming to Contract Law of the People's Republic of China and the relevant regulations, by and between the Seller and Buyer whereby the Seller agrees to sell and the Buyer agrees to buy the under-mentioned goods subject to terms and conditions set forth hereinafter as follows

Fluorite Powder Supply Agreement in 2006
Fluorite Powder Supply Agreement • April 24th, 2007 • China Shen Zhou Mining & Resources, Inc. • Blank checks

The agreement, made out by and between the Seller and Buyer whereby both parties entered into the Fluorite Powder Supply Agreement in 2006 subject to terms and conditions set forth hereinafter as follows:

Contract
Sales Contract • April 24th, 2007 • China Shen Zhou Mining & Resources, Inc. • Blank checks

The contract, made out, based on the mutual benefits and friend discussion, by and between Party A and Party B whereby Party A agrees to sell and Party B agrees to buy the under-mentioned goods subject to terms and conditions set forth hereinafter as follows

Industrial Product Sales Contract
Industrial Product Sales Contract • April 24th, 2007 • China Shen Zhou Mining & Resources, Inc. • Blank checks
Contract
Contract • April 24th, 2007 • China Shen Zhou Mining & Resources, Inc. • Blank checks

Contract by and between American Federal Mining Group, Inc., Xiaojing Yu and Inner Mongolia Wulatehouqi Qianzhen Ore Processing Co., Ltd., dated as of February 16, 2006

Working Capital Loan Agreement
Working Capital Loan Agreement • April 24th, 2007 • China Shen Zhou Mining & Resources, Inc. • Blank checks

Due to the requirement of Article 2.1, Party A applies to Party B for loan. Party B agrees to credit the loan to Party A. Pursuit to the rights and obligations of the two parties, the two parties negotiated and entered into this contract according to the “Contract Law” and the “Loan Regulations” and other related laws and regulations.

Share Exchange Transaction Contract
Share Exchange Transaction Contract • April 24th, 2007 • China Shen Zhou Mining & Resources, Inc. • Blank checks

As the shareholders of the Xinjiang Burjin Country Xingzhen Mining Co, Ltd ( hereinafter called Xingzhen Mining), party B holds 80 percent of the company’s shares. Xingzhen Mining owns the exploration right of Xinjiang Buerjin county Keyinbulake copper-zinc mine which has great mining potential with considerable reserves of copper, zinc and other nonferrous metal mineral resources. And the exploration right will be transferred to Xingzhen Mining by the end of July 2006. To make further use of resources advantage potential and turn the potential to realistic economical benefits, in the principle of “make use of respective advantages for mutual benefits and development hand in hand”, it is hereby fully agreed that Party A shall use its creditor's rights which will be convertible listing shares of a listed American company in the United States (name of shares shall be determined upon the related listing) to claim the acquisition of Party B's 80% ownership equity of Xingzhen Mining while P

Option Agreement by and between the Company and Shenzhen DRB Investment Consultant, Limited, dated December 3, 2005
Option Agreement • April 24th, 2007 • China Shen Zhou Mining & Resources, Inc. • Blank checks
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