0001204459-05-000708 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 2nd, 2005 • Silver Dragon Resources, Inc. • Gold and silver ores • Massachusetts

Registration Rights Agreement (the "Agreement"), dated as of November __, 2005, by and between Silver Dragon Resources, Inc., a corporation organized under the laws of State of Delaware, with its principal executive office at 1121 Steeles Ave., West, Suite 803, Toronto, Ontario, L3T 7M8 (the "Company"), and Dutchess Private Equities Fund, L.P., a Delaware limited partnership with its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the "Holder").

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INVESTMENT AGREEMENT
Investment Agreement • December 2nd, 2005 • Silver Dragon Resources, Inc. • Gold and silver ores • Massachusetts

INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of November 29, 2005 by and between Silver Dragon Resources, Inc., a Delaware corporation (the "Company"), and Dutchess Private Equities Fund, LP, a Delaware limited partnership (the "Investor").

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