0001448788-12-000317 Sample Contracts

SECURED PROMISSORY NOTE
Secured Promissory Note • December 31st, 2012 • Cd International Enterprises, Inc. • Primary smelting & refining of nonferrous metals

FOR VALUE RECEIVED, China Direct Investments, Inc., a Florida corporation and CDI Shanghai Management Co., Ltd., a Chinese company, jointly and severely (collectively, the “Borrowers”), hereby unconditionally promise to pay to the order of Chinese Citizen, Xingyuan Li and or his assigns (“Lender”) at the location designated by Lender in writing, in lawful money of the United States of America the principal sum of $100,000 (the “Principal Amount”), together with interest on the unpaid principal amount outstanding at a rate of 12.00% per annum.

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ACCOUNT RECEIVABLE PURCHASE AGREEMENT
Account Receivable Purchase Agreement • December 31st, 2012 • Cd International Enterprises, Inc. • Primary smelting & refining of nonferrous metals • New York

THIS ACCOUNT RECEIVABLE PURCHASE AGREEMENT (this "Agreement"), made as of this 10 day of October, 2012, by and between International Magnesium Group, Inc. a Florida corporation ("Seller"); and DS-CONCEPT TRADE INVEST LLC, a Delaware limited liability company ("Purchaser").

SECURED PROMISSORY NOTE
Cd International Enterprises, Inc. • December 31st, 2012 • Primary smelting & refining of nonferrous metals

FOR VALUE RECEIVED, China Direct Investments, Inc., a Florida corporation and CDI Shanghai Management Co., Ltd., a Chinese company, jointly and severely (collectively, the “Borrowers”), hereby unconditionally promise to pay to the order of Chinese Citizen, Xiangsheng Kong and or his assigns (“Lender”) at the location designated by Lender in writing, in lawful money of the United States of America the principal sum of $200,000 (the “Principal Amount”), together with interest on the unpaid principal amount outstanding at a rate of 12.00% per annum.

MASTER PURCHASE AND SALE AGREEMENT
Master Purchase and Sale Agreement • December 31st, 2012 • Cd International Enterprises, Inc. • Primary smelting & refining of nonferrous metals

This Master Purchase and Sale Agreement (the "Agreement") is made effective as of November 19 2012, by and between CDII Minerals, Inc., a Florida corporation (“Buyer”), incorporated in the state of Florida, and Claro Trade Finance, LLC (“Seller”).

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