0001432093-11-000358 Sample Contracts

DIRECTOR’S AGREEMENT
Director’s Agreement • May 25th, 2011 • Texas Rare Earth Resources Corp. • Gold and silver ores • Texas

This Director’s Agreement (this “Agreement”) is made and entered into effective as of the 22nd day of March, 2011 (the “Effective Date”), by and between Graham A. Karklin (hereinafter referred to as “Director”) and Texas Rare Earth Resources Corp. (“Company”).

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Texas Rare Earth Resources Corp.
Texas Rare Earth Resources Corp. • May 25th, 2011 • Gold and silver ores • New York

We are pleased that Texas Rare Earth Resources Corp, incorporated in the state of Nevada (together with its subsidiaries, and their respective successors, either existing or formed subsequent to the date hereof, the “Company”) has selected SUNRISE SECURITIES CORP. (“Sunrise”) to act as non-exclusive financial advisor in connection with a best efforts capital raise (the "Financing") of the Company’s equity securities (the "Securities").

A Division of Buckman, Buckman & Reid (Member FINRA/SIPC) Finder Agreement
Texas Rare Earth Resources Corp. • May 25th, 2011 • Gold and silver ores • Texas

This letter (this “Agreement”) confirms the basis upon which Texas Rare Earth Resources Corp. and/or any of its subsidiaries and affiliates (“Company”) will engage Aspenwood Capital, a division of Buckman, Buckman & Reid, Inc. (member FINRA/SIPC) (“Firm”), as its non-exclusive financial advisor to find and acquire investors for a private placement of equity and/or debt ("Financing").

STOCK OPTION AGREEMENT (Pursuant to the Company’s Stock Option Plan)
Stock Option Agreement • May 25th, 2011 • Texas Rare Earth Resources Corp. • Gold and silver ores • Texas

Texas Rare Earth Resources Corp., a Nevada corporation f/k/a Standard Silver Corporation (the “Company”), desiring to afford an opportunity to the Grantee named below to purchase certain shares of the Company’s common stock (the “Stock”) to provide Grantee with an added incentive as a director of the Company, hereby grants to Grantee, and Grantee hereby accepts, an option (the “Option”) to purchase the number of shares of Stock specified below, exercisable upon the fixed date and at the Option exercise price specified below.

SUNRISE FINANCIAL GROUP, INC.
Texas Rare Earth Resources Corp. • May 25th, 2011 • Gold and silver ores • New York

As we discussed, Texas Rare Earth Resources Corp., (the “Company”) is interested in retaining Sunrise Financial Group, Inc. (“Sunrise”) as its consultant for institutional financial public relations.

STOCK OPTION AGREEMENT (Pursuant to the Company’s 2008 Stock Option Plan)
Stock Option Agreement • May 25th, 2011 • Texas Rare Earth Resources Corp. • Gold and silver ores • Texas

Texas Rare Earth Resources Corp., a Nevada corporation (the “Company”), desiring to afford an opportunity to the Grantee named below to purchase certain shares of the Company’s common stock (the “Stock”) to provide Grantee with an added incentive as an employee of the Company or one or more of its subsidiaries, hereby grants to Grantee, and Grantee hereby accepts, an option (the “Option”) to purchase the number of shares of Stock specified below, exercisable upon the fixed date and at the Option exercise price specified below, subject to, in all respects, the vesting requirements set forth in Section 2 “VESTING SCHEDULE AND EXPIRATION.”

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