0001144204-06-045632 Sample Contracts

Joint Filing Agreement
Joint Filing Agreement • November 7th, 2006 • So Yeung • Primary production of aluminum

The undersigned hereby agree that the Statement on Schedule 13D filed herewith (and any amendments thereto), relating to the common stock, par value $0.001 per share, of Apex Capital Group, Inc., is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.

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SECURITIES EXCHANGE AGREEMENT
Securities Exchange Agreement • November 7th, 2006 • So Yeung • Primary production of aluminum • California

This Securities Exchange Agreement (the “Agreement”) is entered into as of September 6, 2006 by and among Apex Capital Group Inc., a Wyoming corporation (“Issuer”), Dempsey Mork, the controlling shareholder of Issuer (“Issuer Shareholder”), Elwin Group Limited, a British Virgin Islands corporation (the “Company”), and the shareholders of Company (“Company Shareholders”).

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