Unassociated Document


    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED, OR UNDER APPLICA­BLE STATE SECURITIES
      ACTS.  THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE
      SOLD OR TRANSFERRED FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF
      THEM UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR ANY APPLICABLE STATE
      SECU­RITIES ACT OR AN OPINION OF COUNSEL ACCEPTABLE TO SUNRISE MINING
      CORPORATION. THAT SUCH REGIS­TRATION IS NOT REQUIRED UNDER SUCH ACT OR
      ACTS.

     

    Principle
      Amount

    $200,000
      (U.S.)

    Sunrise
      Mining Corporation

    


    CONVERTIBLE
      PROMISSORY NOTE

    


    Date
      of Note October 22, 2007

     

    1.    Payment
      of Principal.  Sunrise Mining Corporation, a corporation
      organized and registered under the laws of the State of Nevada (the "Company"),
      for value received, hereby promises to pay to the order of Xuguang Sun, or
      the
      registered holder of this Note, if different, the Principal Amount of $200,000
      (U.S.) on demand.  This Note bears interest at eight percent (8%) per
      annum, and this Note payable upon demand or upon the conversion of this Note
      as
      provided herein.

    


    2.    Conversion.  The
      principal amount and accrued interest of this Note may be converted into the
      Common Stock of the Company at any time at the option of the holder of this
      Note, upon written notice to the Company, at the rate of $0.10
      (U.S.) per share, subject to adjustment in the event of stock-splits, stock
      dividends, reorganizations, or other similar events to prevent dilution. Upon
      conversion, any fractional shares otherwise issuable upon conversion shall
      be
      paid in cash by the Company.  The Common Stock issuable upon
      conversion shall be entitled to piggy-back registration rights in the event
      that
      the Company files a registration statement under the Securities Act of
      1933.

    


    3.    Transfer. This
      Note will be transferable only upon the surrender of this Note for registration
      of transfer, the delivery of such other documents and information as the Company
      may reasonably require from the transferor and/or transferee, and compliance
      with applicable federal and state securities laws.

    


    4.    Governing
      Law.  This Note will be governed by, and construed in
      accordance with, the laws of the State of California, but without giving effect
      to applicable principles of conflicts of law to the extent that the application
      of the law of another jurisdiction would be required.

    


    5.    Reports
      to
      Note Holders.  The Company will regularly mail to the
      registered holder of this Note copies of its annual report to shareholders
      containing its certified financial statements, and other financial reports
      that
      the Company provides to its shareholders.

    


    6.    Notices.  All
      notices, demands or other writings in this Note provided to be given or made
      or
      sent shall be deemed to have been fully given or made or sent when made in
      writing and deposited in the United States mail, registered and postage prepaid,
      and addressed to the Company at 1108 West Valley Blvd, STE 6-399,
      California, 91803
      and to the registered holder of this Note at its registered
      address.

    


    7.    Time
      of the Essence.  Time is of the essence of each part of this
      Note.

    


    8.    Validity.  Should
      any portion of this Note be declared invalid and unenforceable by a duly
      authorized entity, then such portion shall be severable from this Note and
      shall
      not affect the remainder thereof.

    


    9.    Survival
      of
      Rights.  This Note shall be binding upon and shall inure to
      the benefit of the Company, the registered holder hereof and their respective
      heirs, legatees, legal representatives, successors and assigns.

    


    10.    Entire
      Agreement.  There are no verbal understandings between the
      Company and the registered holder of this Note.  This Note shall not
      be changed, modified or altered unless the changes, modifications or alterations
      are in writing and executed and agreed to by the Company and the registered
      holder of this Note.

    


    11.    Waiver.  No
      waiver by the registered holder hereof of any payment or other right under
      this
      Note or any related agreement or documentation shall operate as a waiver of
      any
      other payment or right.

    


    12.    Captions.  The
      captions appearing in this Note are for convenience only, and are not a part
      of
      this Note and do not, in any way, limit or amplify the terms and provisions
      of
      this Agreement.

    


    IN
      WITNESS WHEREOF, the Company has
      caused this Note to be duly executed under its corporate seal on the 22nd day of
      October
      2007.

     

    
      	
               

            	
              Sunrise
                Mining Corporation

            
	
               

            	
               

            
	
               

            	
              By:  

            	
              /s/ Xuguang
                Sun

            
	
               

            	
              Xuguang
                Sun, Chief
                Executive Officer and
                President

            


    

    
      

    


    ASSIGNMENT

    


    


    


    


    FOR
      VALUE RECEIVED,
      ________________________________ (SSN or FEIN:  __________________)
      hereby sell, assign and transfer unto ________________
      __________________________ whose address is ____________________________________
      ______________________________ and whose SSN or FEIN is ___________________
      this
      Note and do hereby irrevocably constitute and appoint Sunrise Mining
      Corporation. (the “Company”) to transfer said Note on the books of the Company,
      with full power of substitution in the premises.

    


    DATED
      ______________________,
      200___.

    


    


    ______________________________________

    


    


    _______________________________________

    


    


    SIGNATURE
      GUARANTEE:

    


    


    ___________________________________

    


    


    


    ___________________________________

    


     

    
      	
               

            	
              NOTICE:

            	 	
              Signature
                guarantee must be made by a national bank, registered broker-dealer,
                Stamp
                or other approved signature guarantee program accept­able to the
                Securities and Exchange Commission, the Securities Transfer Association
                and the transfer agent of the
                Company.