EXHIBIT
      10.2

    


    Supplement
      and Amendment For XNS

    


    


    


    SUPPLEMENTARY
      AND AMENDMENT AGREEMENT ON THE EQUITY TRANSFER OF XNS

    


    


    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
      29,
      2008

    Shanghai,
      the People's Republic of China

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Supplement
      and Amendment For XNS

     

    TABLE
      OF CONTENTS

     

    
      
        	
                ARTICLE
                  1. ASSIGNMENT

              	
                3

              
	
                ARTICLE
                  2. AMENDMENT TO THE RELEVANT AGREEMENTS

              	
                3

              
	
                ARTICLE
                  3 EFFECT

              	
                4

              


      

      





    
      
         

      

      
        1

        
          

        

      

      
         

      

    


    Supplement
      and Amendment For XNS

    


    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 the 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 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 XNS

    


    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 XNS

            


    

    


    
      	
              1.1.1

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

            


    

    


    
      	
              1.1.2

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

            


    

    


    
      	
              1.1.3
                

            	
              The
                Sellers are notified with and agree 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 XNS shall be based upon
                the
                appraisal on the value of the Equity issued by a asset appraisal
                firm, and
                shall be RMB 130 million in cash or the equivalent USD in cash
                ("Purchase
                Price for XNS").
                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	
              The
                Purchase Price for XNS will be paid to the Sellers by the Assignee
                to the
                Escrow Account in China jointly appointed by the Assignee and Sellers
                3
                days prior to the Closing date. And the Purchase Price shall be released
                to the bank account appointed by the Sellers in writing on the Closing
                Date.

            


    

    


    


    


    
      	2.2	
              Condition
                Precedent to the ETA for
                XNS

            


    

    


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

            


    

    


    
      	2.2.2	
              The
                right owner shown on the new Mining permit must be XNS. The new Mining
                permit is the one issued by authorities after approving the expansion
                of
                mining area and the mining depth to -28
                meters..

            


    

    


    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    Supplement
      and Amendment For XNS

    


    


    ARTICLE
      3
      EFFECT

    


    
      	
              3.1

            	
              This
                Agreement and the ETA for XNS 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 XNS 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 XNS, 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

            


    

    


    


    
      	 
	
              China
                Global Resources Limited (BVI)

               

              /s/
                Stephen D. King

            
	
              Nameæ

            
	
              TitleæCEO

            


    

    


    
 

    
      
         

      

      
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