Silver Dragon Resources Inc. - Exhibit 10.4 - Prepared By TNT Filings
Inc.



 



English version for informative purposes

ASSETS PURCHASES AGREEMENT (THE "AGREEMENT")
ENTERED INTO BY AND BETWEEN MR. RAMON TOMAS DAVILA BY HIS OWN RIGHT, WITH THE
APPEARANCE OF HIS WIFE, MRS. BELINDA ELIZONDO MALTOS HEREINAFTER REFERRED TO AS
THE "SELLER" AND THE MINING COMPANY SILVER DRAGON MINING DE MEXICO, S.A. DE C.V.
REPRESENTED HEREIN BY MR. JUAN CARLOS GALVAN HEREINAFTER REFERRED TO AS THE
"BUYER" PURSUANT TO THE FOLLOWING RECITALS AND CLAUSES:

RECITALS


  I. SELLER declares:

  a)
  That he is an individual of Mexican Nationality married under the regulations
  of marital partnership with Mrs. Belinda Elizondo Maltos as evidenced through
  the marriage certificate attached to this Agreement, and that he is registered
  before the Federal Tax Registry under the number DAFR 530530MP9.

  b)
  That he is the only legal owner of the assets that are described in Exhibit 1
  of this Agreement (hereinafter the "ASSETS") which are located in
  Guadalupe Victoria, Durango, State of Durango, and that he wishes to sell them
  to the SELLER under the terms of this Agreement.

  II. The BUYER declares:

  a)
  That is a Mexican Mining Company formed under the Mexican Federal Laws and
  registered at the Public Registry of Commerce of the City of Durango, Durango,
  under the commercial file No. 250 dated January 19th, 2006 and
  since it was recently incorporated its still under the process of being
  registered at the Public Registrar of Mining.

  b)
  That Mr. Juan Carlos Galvan Pastoriza is the legal representative of the BUYER
  with sufficient authorities to represent it and oblige it under the terms and
  conditions of this Agreement, authorities which have not been revoked or
  limited in anyway whatsoever.

  c)
  That it whishes to acquire from the SELLER, under the terms and conditions to
  this Agreement, the ASSETS referred to in Recital I (b) above, which are
  describe in Exhibit I.

  d) That it has
  reviewed the characteristics and condition of the ASSETS, and confirmed that
  they are in good physical status and good condition of use.

  Pursuant to the above, the parties herein agree to enter
  into this Agreement under the following clauses:




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CLAUSES


  1. PURCHASE

  
  1.1 The SELLER in this act sells and delivers the ASSETS to the BUYER, and the
  BUYER receives them to its complete satisfaction serving this document as a
  valid and sufficient receipt thereon.

  
  1.2 In this act, THE BUYER pays to the SELLER for the purchase of the ASSETS,
  the total amount of $5,000.00 (Five Thousand U.S. dollars) plus the value
  added tax (15%) corresponding to the amount of $750.00 (Seven Hundred Fifty
  U.S. dollars). THE SELLER receives the price, including the payment of the
  tax, to his full satisfaction, serving this document as sufficient evidence of
  payment, regardless that SELLER in this act also issues and delivers to the
  BUYER the corresponding invoice for the payment of the prices for the purchase
  of the ASSETS.

  
  1.3 Both parties agree that the price for the ASSETS is fair since it is
  according to the real value of the ASSETS, and therefore there is no mistake,
  lesion, fraud or illegal enrichment by any of the parties.

  
  1.4 All expenses, fees and duties caused by the purchase of the ASSETS, will
  be totally paid by the BUYER, except for the income tax that could be
  generated which shall be paid by the SELLER.

  1.5 The SELLER
  represents and warrants:

  a)
  That the sale of ASSETS does not infringe any prior or ongoing agreement with
  third parties, and it is not obliged to file any notification nor obtain any
  authorization for such purposes, except for his wife's consent, who appears to
  the execution of this Agreement for said purpose.

  b) That he is the
  only legal owner of the ASSETS, which are free from any liens and
  encumbrances, duties or limitations of domain of any kind.

  c) That the Assets
  were legally acquired by the SELLER according to the appliance laws in Mexico.

  d) That he does
  not have any knowledge about any demand, claim or legal proceeding that could
  affect the ASSETS or the validity of this Agreement.

  e)
  That the ASSETS were used, possessed and operated by the SELLER in accordance
  with applicable laws, rules and without infringing any third parties' rights.

  f) That the SELLER
  is in compliance with his fiscal obligations and will be obliged to notify the
  Tax Authorities about the transfer of the ASSETS.



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  2. VARIOUS

  
  2.1 This Agreement and its Exhibits are the total Agreement between the
  parties in connection with the ASSETS. Therefore both parties agree that this
  Agreement substitutes any other prior agreement or covenant in connection with
  the ASSETS.

  
  2.2 In the event that any condition or provision of this Agreement is
  considered as totally or partially illegal, void or contrary to any law or
  rule, such shall not be deemed as part of the Agreement, without affecting the
  remainder of the other conditions and provisions of this Agreement which shall
  remain in full force and effect.

  2.3 Any
  modification to this Agreement will not be valid unless by mutual written
  consent of the parties.

  
  2.4 The SELLER is obliged to release, indemnify and hold the BUYER harmless
  from any penalties, claims, demands, notifications, or any other acts whether
  from Federal, Local or Municipal authorities or any other third party
  originated by any cause prior to the execution of this Agreement.

  3. Governing Law
  and Jurisdiction.

  
  3.1.For everything related to the interpretation and performance of this
  Agreement both parties agree to submit themselves to the applicable Laws of
  Mexico and the competent Courts of the City of Durango, waiving to any other
  forum that may correspond to them due to their present or future domiciles.

  4. Notifications

  4.1 Both parties
  designate the following addresses for the effects of this Agreement and all
  related notices:

  


THE SELLER

Mr. Ramón Tomas Davila Flores 

Ana Leyva 204-4o. floor 

Colonia Nueva Vizcaya 

Durango, Durango.

THE BUYER

Silver Dragon Mining de México, S.A. de C.V. 

Alonso de Pacheco No. 130 

Fracc. Del Lago 

Durango, Durango 

México, C.P. 34080 

Attention: Mr. Juan Carlos Galvan Pastoriza


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  4.2 Notifications under this Agreement will be valid if sent in writing by
  registered mail, return receipt or personally delivered to the consignee. They
  will be effective as of the date received by the consignee.

  
  4.3 Any party can modify its address above, provided that the interested party
  delivers to the other party a writing notice with 15 days in advance to the
  effective date of such address change.

  5. HEADINGS

  5.1 The headings
  of this Agreement are for reference only and they shall not affect the meaning
  or interpretation of this Agreement's provisions.

  IN WITNESS of the above, both parties execute this Agreement
  as of March 2, 2006, in the City of Durango, State of Durango.



BUYER

______________________________________________ 

SILVER DRAGON MINING DE MÉXICO, S.A. DE C.V. 

By: MR. JUAN CARLOS GALVAN PASTORIZA

SELLER

___________________________________ 

MR. RAMON TOMAS DAVILA FLORES

_________________________________ 

With the consent of his wife 

Mrs. BELINDA ELIZONDO MALTOS


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Exhibit I 

ASSETS


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