0001448788-11-000135 Sample Contracts

Confidential March 7, 2011 Bloomgain Investment Limited and CDI CHINA, INC. in regards to Acquisition of 51% Interest in Pan Asia Magnesium Co., Ltd Addendum (I) to the Stock Transfer Agreement
Stock Transfer Agreement • August 11th, 2011 • China Direct Industries, Inc. • Primary smelting & refining of nonferrous metals

Through negotiation and consultation, the Parties agrees to sign this addendum to the Pan Asia 51% stock transfer agreement (“Original Agreement”) dated March 7, 2011 of Pan Asia Magnesium Co., Ltd (“Target Company”) dated March 7, 2011.

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Addendum III to the Stock Transfer Agreement (“Addendum II”) signed by the below parties on June 23, 2011.
Stock Transfer Agreement • August 11th, 2011 • China Direct Industries, Inc. • Primary smelting & refining of nonferrous metals
Confidential August 8, 2011 Bloomgain Investment Limited and CDI CHINA, INC. in regards to Acquisition of 51% Interest in Pan Asia Magnesium Co., Ltd Addendum (IV) to the Stock Transfer Agreement
Stock Transfer Agreement • August 11th, 2011 • China Direct Industries, Inc. • Primary smelting & refining of nonferrous metals

Through negotiation and consultation, the Parties agrees to sign this addendum to the Pan Asia 51% stock transfer agreement (“Original Agreement”) dated March 7, 2011, Addendum I and Addendum II dated March 7, 2011 and Addendum III dated June 23, 2011 to the stock transfer agreement (“Addendum I”, “Addendum II” and “Addendum III”, respectively) of Pan Asia Magnesium Co., Ltd (“Target Company”) .

Confidential March 7, 2011 Bloomgain Investment Limited And CDI CHINA, INC. On Acquisition of 51% Membership Interest of Shanxi Pan Asia Magnesium Co., Ltd. Stock Transfer Agreement
Stock Transfer Agreement • August 11th, 2011 • China Direct Industries, Inc. • Primary smelting & refining of nonferrous metals

Parties agree to enter this Agreement and determine the provisions that the Buyer shall follow for the acquisition of the Membership Interest, and further agree that the Company shall be changed to a wholly foreign-owned company.

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