EXHIBIT
      10.1

    


    Supplement
      and Amendment For Sudan

     

    


    ASSIGNMENT
      AND AMENDMENT AGREEMENT ON THE EQUITY TRANSFER OF SUDAN

    


    among

    


    LU
      BENZHAO
      (Seller
      A)

    


    and

    


    LU
      TINGLAN
      (Seller
      B)

    


    and

    


    MAANSHAN
      GLOBAL MINING RESOURCES LIMITED (Assignor)

    


    and

    


    CHINA
      GLOBAL MINING RESOURCES LIMITED LIMITED (Assignee)

    


    and

    


    CHINA
      GLOBAL MINING RESOURCES LIMITED LIMITED (BVI)

    


    


    


    Oct
      29ô
      2008

    Shanghai,
      the People's Republic of China

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Supplement
      and Amendment For Sudan

     

     

    TABLE
      OF CONTENTS

    


    

      


      
        	
                ARTICLE
                  1. ASSIGNMENT

              	
                3

              
	
                ARTICLE
                  2. AMENDMENT TO THE RELEVANT AGREEMENTS

              	
                3

              
	
                ARTICLE
                  3 EFFECT

              	
                4

              


      

      


      


      
        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        

      

       

      Supplement
        and Amendment For Sudan

       

    

    


    THIS
      ASSIGNMENT AND AMENDMENT AGREEMENT
      (“Agreement”)
      is
      executed on Oct
      29,
      2008
      in
      Shanghai, the People’s Republic of China (“China” or “PRC”)
      by and
      between:

    


    
      	(1)	
              Maanshan
                Global Mining Resources Ltd.,
                a
                limited liability company duly incorporated and validly existing
                pursuant
                to the laws of the PRC, having its legal address at No. 6, South
                Hongqi
                Road, Maanshan Economic and Technology Development Zone (hereafter
                referred to as the "Assignor");

            


    

    


    
      	(2)	
              China
                Global Mining Resources Limited,
                a
                limited liability company duly incorporated and validly existing
                pursuant
                to the laws of Hong Kong ("CGMR HK"), having its legal address at
                41st
                Floor Bank of China Tower, 1 Garden Road Central, Hong Kong (hereafter
                referred to as the "Assignee");

            


    

    


    
      	(3)	
              Mr.
                LU Benzhao,
                a
                PRC citizen, residing now at No. 204, Block 17, Liyuan Village, Huashan
                District, Maanshan Municipality, Anhui Province and his ID number
                is
                340505195112240018 (hereinafter referred to as the "Seller
                A");
                and

            


    

    


    
      	(4)	
              Ms.
                LU Tinglan,
                a
                PRC citizen, residing now at No. 204, Block 17, Liyuan Village, Huashan
                District, Maanshan Municipality, Anhui Province, and her ID number
                is
                340521196711112848 (hereinafter referred to as "Seller
                B").

            


    

    


    
      	(5)	
              China
                Global Mining Resources Limited,
                a
                limited liability company duly incorporated and validly existing
                pursuant
                to the laws of the British Virgin Islands ("CGMR
                BVI"),
                having its legal address at P.O. Box 957, Offshore Incorporations
                Centre,
                Road Town, Tortola, British Virgin
                Islands.

            


    

    


    For
      the
      purpose of this Agreement, Seller A and Seller B are collectively referred
      to as
      the "Sellers"; the Assignor, Assignee, CGMR BVI and the Sellers are referred
      to
individually
      as a “Party”
and
      collectively as the “Parties”.

    


    


    WHEREAS:

    


    


    
      	(A)	
              The
                Assignor and the Sellers have entered into Equity Transfer Agreements
                ("ETAs" and "ETA for XNS" and "ETA for Sudan" respectively) regarding
                the
                transfer of equity interest in Maanshan Xiaonanshan Mining Co., Ltd
                ("XNS") and in Nanjing Sudan Mining Co., Ltd. ("Sudan") dated August
                11th,
                2008, and;

            


    

    


    
      	(B)	
              CGMR
                BVI and the Seller A have entered into a Consulting Agreement dated
                August
                11th, 2008 ("Consulting Agreement", together with the ETAs as "Relevant
                Agreements"); and 

            


    

    


    
      	(C)	
              Terms
                used herein shall, unless defined or redefined under this Agreement,
                have
                the same meanings as defined in the Relevant
                Agreements.

            


    

    


    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    Supplement
      and Amendment For Sudan

    


    NOW,
      THEREFORE,
      after
      friendly consultations conducted in accordance with the principles of equality
      and mutual benefit, the Parties hereby enter into this Agreement:

    


    


    ARTICLE
      1. Assignment

    


    
      	
              1.1 

            	
              Assignment
                of ETA for Sudan

            


    

    


    
      	
              1.1.1

            	
              According
                to the Article 13.9 of the ETA for Sudan, Assignor hereby assigns
                the ETA
                for Sudan to the Assignee, including any and all the interests,
                obligations and liabilities under the ETA for Sudan. ("Assignment").

            


    

    


    
      	
              1.1.2

            	
              After
                the Assignment, Assignee replaces Assignor to be the Purchaser in
                the ETA
                for Sudan, and enjoys all the interest and bears all the obligations
                under
                ETA for Sudan. Assignor's any obligation or liability under or related
                to
                ETA for Sudan is released.

            


    

    


    
      	
              1.1.3

            	
              The
                Sellers are notified and agree with the Assignment and raise and
                will
                raise no objection or disagreement toward such
                Assignment.

            


    

    


    


    


    


    ARTICLE
      2.
      amendment to the relevant agreements 

    


    
      	
              2.1 

            	
              Consideration
                of the Transfer of Equity and
                Payment

            


    

    


    
      	2.1.1	
              The
                consideration for the transfer of equity in Sudan shall be based
                upon the
                appraisal on the value of the Equity issued by a asset appraisal
                firm, and
                shall be RMB 160 million in cash or the equivalent USD in cash
                ("Purchase
                Price for Sudan").
                The exchange rate between USD and RMB shall be the middle rate issued
                by
                the People's Bank of China on the date of the Aug 11, 2008.
                

            


    

    


    
      	2.1.2	
              RMB
                40 million of the Purchase Price or equivalent USD for Sudan will
                be paid
                to the Escrow Account within China jointly appointed by the Assignee
                and
                Sellers 3 days before the Closing of the equity transfer. The rest
                RMB120
                million of the Purchase Price for Sudan or equivalent USD shall be
                paid by
                the Assignee to the Sellers directly within 90 days after the Closing
                date
                with all efforts by the Assignee to pay. However, in any case the
                payment
                of the 120 million of the Purchase Price for Sudan is delayed, the
                due
                date of the payment can be extended to 150 days after the Closing
                date,
                and an interest rate of 8% shall be paid for the unpaid amount for
                the
                actual overdue dates by the Assignee to the Sellers together with
                the
                payment of 120 million Purchase Price. However, notwithstanding the
                above,
                the reimbursement amount as stipulated in the Article 2.3 of ETA
                for Sudan
                and the unpaid amount as of the Closing Date as stipulated in the
                Relevant
                Agreements shall be paid based on the available
                cash.

            


    

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    


    
      	2.2	
              Condition
                Precedent to the ETA for
                Sudan

            


    

    


    Supplement
      and Amendment For Sudan

    


    
      	2.2.1	
              Article
                3.2(i) in the ETA for are no longer applicable, and the other condition
                precedent in the ETA for Sudan remains
                unchanged.

            


    

    


    


    ARTICLE
      3
      EFFECT

    


    
      	
              3.1

            	
              This
                Agreement and the ETA for Sudan shall be effective right after the
                approval by examination and approval authority.

            


    

    


    
      	
              3.2

            	
              Except
                the supplement and amendment in this Agreement, the other provisions
                and
                conditions set in ETA for Sudan remains unchanged, and shall be respected
                and performed by the Purchaser and the
                Sellers.

            


    

    


    
      	
              3.3

            	
              Any
                conflict between this Agreement and the ETA for Sudan, this Agreement
                shall prevail.

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
 

    IN
      WITNESS THEREOF,
      the
      Parties have caused this Agreement to be executed on the date as set forth
      above
      by their duly authorized representatives.

    


    
      	
              ASSIGNOR
                

            
	
              Maanshan
                Global Mining Resources Ltd.

               

              /s/
                William B. Green

            
	
              NameæWilliam
                B. Green

            
	
              Titleæ

            


    

    


    


    
      	
              ASSIGNEE

            
	
              China
                Global Resources Limited (HK)

               

              /s/
                Stephen D. King

            
	
              Nameæ

            
	
              TitleæCEO

            


    

    


    


    
      	
              Seller
                A

            
	
              Mr.
                Lu Benzhao 

               

              /s/
                Lu Benzhao

            
	
              Seller
                B

            
	
              Mrs.
                Lu
                Tinglan

               

              /s/
                Lu Tinglan

            


    

    


    


    
      	
              CGMR
                BVI

            
	
              China
                Global Resources Limited (BVI)

               

              /s/
                Stephen D. King

            
	
              Nameæ

            
	
              TitleæCEO

            


    

     

     

    
      
         

      

      
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