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Exhibit 10.34

Joint Venture Contract

This Joint Venture Contract (hereinafter referred to as "the
Contract") was signed by the following parties on Jan___ 2005:

(a) Sino Silver Corp., incorporated according to the laws of
the Nevada of U.S.A (hereinafter referred to as "SSC")

(b) Sanhe Sino-Top Resources & Technologies, Ltd,
incorporated according to the laws of P.R. China (hereinafter referred to as
"Sino-Top")

(c) The existing shareholders of Sino-Top (hereinafter referred
to as "Sino-Top Shareholders")

Based on the commitment and the terms of the Memorandum of
Understanding signed by SSC and Sino-Top on Nov 27th, 2004
(hereinafter referred to as Memorandum), in the principles of equality and
mutual benefits, through friendly discussions and according to Chinese-foreign
Equity Joint Venture Law of P.R. China and other rules and regulations, the
parties have agreed to establish the equity joint venture Sino-Top through
registered capital increase and share transfer. There this Contract is executed.

Article1 Parties to the Contract

1.1 The parties of this contract as follows:

(a) Sino Silver Corp. Address: 555 Burrard Street, Suite
900, Vancouver B.C. V7X 1M8 Canada Legal representative: Ian Park Title:
President Nationality: Canadian

(b) Sanhe Sino-Top Resources & Technologies, Ltd. Address:
North Jingha Road 45, Yanjiao Economic Development Zone, Sanhe City, Hebei
Province, China Legal representative: Duan Huanchun Title: Chairman Nationality:
Chinese

(c) Sino-Top Shareholders

ZHOU LIN a citizen of Peoples Republic of China; ID number:
132821196411020529 and holds 78% equity share of Sanhe Sino-Top Resources &
Technologies Ltd.

2. DUAN HUANCHUN a citizen of Peoples Republic of China; ID
number: 131082196612010819 and holds 12% equity share of Sino-Top

3. SHI ZHONGMEI a citizen of Peoples Republic of China; ID
number: 132821196410270526 and holds 4% equity share of Sino-Top

4. ZHANG HONGLIANG a citizen of Peoples Republic of China; ID
number: 132821560916053 and holds 2% equity share of Sino-Top

5. YANG WEN a citizen of Peoples Republic of China; ID number:
132821581225051 and holds 2% equity share of Sino-Top

6. YANG GUOFU a citizen of Peoples Republic of China: ID
number: 132821370427051 and holds 2% equity share of Sino-Top

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Article 2 Establishment of the Joint Venture

|2.1 | Sino-Top shareholders established the company according
      the laws of P. R. China and based on the original shareholders agreement.
      When this Contract enters into force through the approval by the Chinese
      governments approving departments (the "Approving Authorities"), the
      original shareholders agreement shall be terminated
  automatically.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                              
|2.2 | Name of the company: Sanhe Sino-Top Resources &
      Technologies, Ltd.                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                              
|2.3 | Registered in P. R. China, the company is a corporation
      established under the laws of P. R .China. All activities of the company
      shall come within the jurisdiction of the laws, decrees, regulations, and
      regulations of P.R. China and interpreted according to the laws, decrees,
      regulations, and regulations of P.R. China.                     
|    |                                                                                                                                                                                                                                                                                                                                                                              
|2.4 | The Company shall be a limited liability company. Each
      party shall assume discharge responsibility to the company to the extent
      of the amount of the shareholders capital contribution. All of the
      liabilities of the company shall be discharged by the assets of the
      company.                                                                     

Article3 Purpose and Business Scope

|3.1 | The purpose of
    the company is to strengthen the economic co-operation and technical
    exchange between the People's Republic of China and the United States of
    America and in accordance with this Contract to utilize the technology and
    appropriate scientific operational and management methods to improve the
    competitive ability of the company in the international market so as to
    achieve beneficial results for the company and all parties to the joint
    venture.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.2 | The business
    scope of the company shall be exploring and developing copper, lead, zinc,
    silver, gold and associated poly-metallic ores, and sales of developed
    products.                                                                                                                                                                                                                                                                                                                 

Article 4The Registered Capital and Total
Investment of the company

|4.1 | The registered capital and total Investment of the
      company shall be 1,120,000.00 US Dollars.
|--- | --------------------------------------------------------------------------------------------------

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|4.2 | Contributions to registered capital shall be comprised
      of:
|--- | ----------------------------------------------------------------

(a) US$ 120,000.00 already contributed
by the original shareholders to the Company in accordance with their original
shareholder agreement; and

(b) Sino Silver Corp.s contribution of
an aggregate of US$1 million to the Company shall be made by way of cash..

|4.3 | The contributions to be made by Sino Silver Corp. shall
      be made as follows:
|--- | ---------------------------------------------------------------------------------

(a) US$500,000 within 60 days of the
issuance of the new Business License by the competent administration of industry
and commerce, and the US$100,000 which has deposited into the third party
monitoring accounts according the memorandum shall be included in the
US$500,000.

(b) Investing US$250,000 within one
year of the issuance of the new Business License by the competent administration
of industry

(c) Investing US$250,000 within two
year of the issuance of the new Business License by the competent administration
of industry and commerce.

|4.4 | According to the assessment of a Chinese asset evaluation
      agency, by December 31st, 2004, the company's net assets are
      RMB4.62 million yuan, which is equivalent to US$666,700. In consideration
      of the contribution and work done by the original shareholders of the
      Company, each party agrees that the shareholding structure shall be as
      follows:
      Sino Silver Corp. 60%
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | Sino-Top Shareholders 40%                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | After the dilution, each of the Sino-Top Shareholders
      shares of the Company shall be as follows:
      ZHOU LIN 31.2% DUAN HUANCHUN 4.8% SHI ZHONGMEI
      1.6%                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | ZHANG HONGLIANG 0.8% YANG WEN 0.8% YANG GUOFU
      0.8%                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.5 | The obligation of Sino Silver Corp. to make its
      contribution as described in 4.3 above to the registered capital of the
      Company shall not arise until each of the following conditions has been
      fulfilled:                                                                                                                                                                                    

(a) The Joint Venture Contract and the
Articles of Association have been approved by the Approving Authorities.

(b) The business license has been
re-issued by the competent administration of industry and commerce (Hereinafter
referred to as " business license ")

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|4.6 | After Sino Silver Corp.s contribution to the registered
      capital as set out in Article 10 above has been made in full,an accounting
      firm registered in the People's Republic of China (as approved by Sino
      Silver Corp.) shall verify the resulting total contribution of Sino Silver
      Corp. and issue a contribution verification report. Upon receipt of the
      report the Company shall issue the investment certificate to Sino Silver
      Corp., signed by the Chairman of the Board confirming the amount of
      contribution by Sino Silver Corp. and such other details as may be
      required by the laws of the People's Republic of
China.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Article 5                  
|---------------------------
|Responsibilities of Parties

|5.1 | In addition to the obligations and responsibilities
      stated in the other articles of the Contract, SSC has the following
      responsibilities:
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------

(a) Making its capital contributions to
the Company in accordance with the relevant provisions of the Contract.

(b) Implementing any other matters
commissioned by the company and accepted by SSC.

|5.2                                                                                                                                                                                                                                                  | In addition to the other obligations and
      responsibilities stated in the articles of this Contract, the Sino-Top
      Shareholders have the following responsibilities:
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                     |                                                                                                                                                                              
|(a) going through the procedures for the approval of this Contract,
      registration and application for a business license.
      (b) Implementing any other matters commissioned by the company and
      accepted by the Sino-Top shareholders.

Article6 Representations and Warrants

|6.1 | SCC hereby represents and warrants to Sino-Top and the
      related parties as follows:
|--- | ----------------------------------------------------------------------------------------

(a) SSC was incorporated in accordance
with the laws of the State of Nevada, United States and is in good standing;

(b) SSC has the power and authority to
execute and deliver this Contract and to implement the obligations under the
Contract;

(c) The signing of this Contract has
been authorized by SSC;

(d) The signing of this Contract is not
in violation of the companys articles of association, rules or any other signed
agreements of SSC;

(e) This contract is signed and
submitted by SSC.

(f) SCC has fulfilled the company
reporting obligations to the Securities and Exchange Commission of U.S.A. and
all its reports are accurate, objective, and non-misleading.

|6.2 | Sino-Top and the Sino-Top shareholders represent and
      warrant to SCC as follows:
|--- | -------------------------------------------------------------------------------------

(a) Sino-Top was incorporated in
accordance with the laws of P. R. China and is in good standing;

(b) Sino-Top has the power and
authority to execute and deliver this Contract and to implement the obligations under this Contract. The signing of this Contract
is not in violation of the articles of association documents of Sino-Top or any
other signed agreements.

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(c) 100% of the shares belong to the shareholders listed in the
annex 6.2(vi) before the company obtains the new business license.

(d) All the necessary government approvals for the
establishment of this joint venture (including, but not limited to approvals by
the Ministry of Land and Resources departments) are list in the annex 6.2(vii) .
All approvals can be obtained in accordance with the law.

(e) There are no actions, suits, claims, investigations or
legal, administrative or arbitration proceedings pending or threatened against
Sino-Top.

(f) The 2004 annual financial statements (Sino-Top
statements") up to December 31, 2004 of Sino-Top were listed in the annex
6.2(viii) . The Sino-Top statements have showed the financial situation at that
time and the operational status in that period. Sino-Top shall submit to SSC the
audited financial statements (the "Audit Statements") up to December 31, 2004.
The Audit Statements shall be completed by a National Certified Accounting Firm
following the universal accounting rules, and all such auditing cost shall be
born by SSC.

(g) Other than the liabilities recorded on audited financial
statements and the liabilities occurred in the process of the normal commercial
activities after December 31, 2004 , Sino-Top has no other liabilities. Sino-Top
has prepared all tax statements accurately and timely, and paid all taxes
request by the taxation authorities.

(h) All the lease or rental agreements under the name of
Sino-Top have been listed in Annex 6. 2 (x i); Sino-Top has not violated any
significant obligation under the obligations of the lease. All contracts signed
by Sino-Top have been listed in the annex 6. 2 (xiv), including but not limited
to those written or verbal contracts which involve the mining right matters
under this contract. These contracts were legitimate, effective, binding and
enforceable; there was no breach of contract or non-performance of contract
occurred in Sino-Top. Sino-Top has the exclusive exploration rights (mineral
rights) described in the annex 6.2(xvi), without the involvement of any forms
of third party interests.

(i) Sino-Top has ownership of its mineral rights and assets and
the right to dispose them, including but not limited to, all assets listed in
the audited financial statements and the assets purchased after December 31,
2004. There are not any forms of third party claims over these assets.

(j) Sino-Top is effectively in possession of or holds all
necessary qualifications and licenses for the purpose of business operations;
the business developed and/or being developed by Sino-Top is accordant with the
qualification license requirements.

(k) Sino-Top has not engaged in any transaction other than
normal commercial activities since December 31, 2004 and has not signed any
contract requiring the payment of more than US$5,000 (in the aggregate), nor has
it granted any license or sublicense of any of its mineral rights. Sino-Top has
taken such action as is necessary to preserve and maintain all such mineral
rights.

(l) Before SSC fulfills its capital contribution obligations,
Sino-Top shall submit the following documents which shall be signed by its
general manager or executive president: The documents that prove the
representations and warrants are true and free of error; the documents that
prove Sino-Top has fulfilled the obligations that shall be implemented before
the contributions of SCC; the documents that prove there is no any material
deterioration of the mineral rights, assets or operations, and no adverse legal
or judicial documents about the mineral rights, assets or operations of
Sino-Top; the duplicate of the companys new business license; shareholders or
board resolutions consenting to setting up the joint venture with SSC through
capital increase; the documents that are signed by the company secretary to
witness that the relevant ratification documents of the authorities are be true,
accurate and complete.

(m) After signing this Contract and before SSC fulfills its
capital contribution obligations, SSC has the right to conduct due diligence
investigation over the assets, mineral rights, accounting books, records,
operations and financial status and audit the financial reports of Sino-Top
(due diligence). Sino-Top and its managers, employees and agents shall assist
the SSC and its representatives (including their lawyers, accountants and
consultants) to implement such investigation and provide all reasonably
requested information. Sino-Top shall be in full compliance with the
requirements of due diligence investigation, including but not limited to,
providing SSC with all geological and technical information, and maps and survey
information. Sino-Top shall prepare and submit to SSC the requested geological
reports. Sino-Top and its shareholders should ensure the authenticity of the
relevant information provided and sign the certifying docoments.

(n) After signing this Contract and before SSC fulfills its
capital contribution obligations, neither Sino-Top nor its shareholders are
allowed to conduct or to be encourage by other party to carry out any
consultations or negotiations with third party regarding asset (including
mineral rights) disposal and share transfer of Sino-Top shareholders, and shall
not comply with any third party requests on these matters. Sino-Top and its
shareholders shall notify the SSC immediately of any attempts from a third party to conduct
discussions, consultations and negotiations about Sino-Tops assets or the
shareholders equity.

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Article 7Board of Directors

|7.1 | The board of directors is composed of 5 directors, of
      which 3 shall be appointed by SSC, 2 by major shareholders of Sino-Top
      (its definition follows). The name list of directors is in Appendix 7.1.
      In the event a member appointed by a party resigns, or is removed by the
      party that appointed him, such party shall designate his successor. The
      term of office for the directors is three years in principle; a director
      can only be removed by the appointing party. During the term of office,
      unless in cases of resignation, misfeasance, malfeasance, or other
      misconduct that prevents the director to perform, any change of the
      directors appointed by SSC or the major shareholders of Sino-Top shall be
      made with prior consent from the other party. All parties to this Contract
      shall vote about their shareholders rights by ballots, in written form or
      other forms that are stipulated by laws and regulations or this
      Contract.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|7.2 | The Board shall be the highest authority of the Company.
      It shall make decisions on all major issues regarding the Company. The
      Board appoints the general manager, whose responsibility is to implement
      the resolutions of the Board and manage the daily operations of the
      company. The vice general manager shall assist the general
  manager.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

|7.3 | The board meetings shall be held in P. R. China
      or outside P. R. China, with 5 days notice in face or in other forms.
|--- | ---------------------------------------------------------------------------------------------------------------------------

|7.4 | The Board meetings shall be presided by the attending
      chairman or another director decided by the Board.                                                                                                                                                                                                                                                   
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                  
|7.5 | Unless otherwise stipulated by the law, the board
      resolutions shall be adopted through a majority vote of the board. Unless
      otherwise stipulated by this Contract or the law, the resolutions adopted
      through a majority vote of the board shall represent the board. The board
      meetings can be held in the form of telephone conference.
|    |                                                                                                                                                                                                                                                                                                                                                                  
|7.6 | Any matters that need to be resolved by a board meeting
      can be resolved through written consent of a majority of board
    members.                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                  
|7.7 | Among other things, the board shall have the power and
      authority to                                                                                                                                                                                                                                                                                        

(a) Establish bank accounts with financial institutions in
China and abroad;

(b) Designate required signatories on checks and for wire
transfers (at least two signatures are required for transactions in excess of
US$1,000);

(c) Authorize the execution and delivery of contracts with
companies organized in China and all other jurisdictions, or ventures with such
companies, in order to, among other things, explore and develop mining
properites;

(d) Distribute cash or other assets from time to time to each
owner of equity interests in the Company in proportion to such owner's equity
interest in the Company;

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|7.8 | The Board shall hold meetings on the first working day of
      each month to decide future budget and review past operations. Budgeting
      shall take into consideration the following:
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(a) Evaluation of capital costs for exploration or exploitation
of mining properties;

(b) Evaluation of all major capital expenditures of equipment,
machinery and related items (including contingencies) which are necessary for
commercial production;

(c) Estimation of all other major direct and indirect costs
required for production and overhead costs;

(d) Schedule of capital requirements.

|7.9  | Any expenditure in excess of US$ 2,500 shall be approved
      by the Board in advance.                                                                                                                                                                                                       
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                               
|7.10 | For at least one year since the effective date of this
      Contract, Sino-Top and the Sino-Top shareholders shall urge Mr. Chen
      Xiangping to invest sufficient amount of time to promote the company's
      operations in China in accordance with the requirements of the
    Board.

Article 8Conditions of Sino-Top for Fulfilling
its Obligations

|8.1 | The conditions of Sino-Top for fulfilling its
      obligations: from the signing of this contract to the date of capital
      contributions by SSC, the following conditions are sufficed (any of the
      following conditions can be fully or partially abnegated by Sino-Top in
      written form): the representations and warrants of SSC in the Contract are
      true and correct; SCC has fulfilled and complied with all its obligations
      that shall be fulfilled and complied prior to the capital contribution
      date which is requested by this contract; SCC shall have delivered to
      Sino-Top a certificate, dated as of its capital contributions, duly signed
      by Sino-Tops general manager or executive president, certifying that such
      representations and warrants are true and correct and that all such
      obligations have been performed and complied with.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Article 9Equity Management

|9.1 | Except as may be otherwise provided herein, each party
      hereto agrees that it will not, directly or indirectly, exchange, sell,
      pledge, mortgage, transfer, encumber, give, assign or in any manner
      whatsoever dispose or attempt to dispose of, any interest in the company
      that it owns, without the written consent of Sino-Top Shareholders holding
      at least a majority of the equity interests of the company held by all
      Sino-Top Shareholders (the Majority Sino-Top Shareholders) and
    SSC.                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|9.2 | Upon the prior written consent of the Majority Sino-Top
      Shareholders and SCC, a person or entity may become a holder of an equity
      interest in the company either through a transfer of Interests pursuant to
      Article 9.1 above, or through the issuance by the company of additional
      Interests for such consideration as the Board may determine. However, as a
      condition precedent to owning an Interest in the company, such person or
      entity must execute a counterpart to the Joint Venture Contract in a form
      acceptable to the Board and agree to be bound by all of the terms and
      provisions of this Contract.

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Article 10Additional Capital Contributions

|10.1 | No party shall be obligated to make any additional
      capital contributions to the Company. Each party, pro rata in proportion
      to each party's equity interest in the Company, may, but shall not be
      obligated to, make additional capital contributions to the Company at such
      time and in such amounts that the Board determines to be necessary,
      appropriate or desirable. However, without the prior written consent of
      the Majority Sino-Top Shareholders, additional capital contributions
      cannot be made which would reduce the equity interests of all Sino-Top
      Shareholders below thirty percent (30%). Notwithstanding any provision in
      this Contract to the contrary, before the seven mineral properties listed
      in the annex B are transferred to the company in accordance with this
      Contact, SSCs equity interest in the Company may not be reduced below
      sixty percent (60%) without its prior written
consent
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Article 11Finance and Accounting

|11.1 | The Company shall establish a financial accounting system
      in accordance with the accounting law and the related financial and
      accounting regulations of P. R. China and take into consideration the
      situation of the Company.                                                                                                                                                                               
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|11.2 | The Company shall apply international practiced
      accounting method. All vouchers, receipts, statistic statements and
      reports shall be written in Chinese and financial reports shall be written
      in both Chinese and English.                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|11.3 | The financial year of the company shall be from January 1
      to December 31. The Company shall use RMB as its standard bookkeeping
      currency for its financial records. In case of cash, bank deposit, other
      monetary claims, claim or expense, or expenditure of the Company differs
      from the standard bookkeeping currency of the Company, the actual currency
      transaction shall also be recorded.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|11.4 | The company should engage a Chinese national certified
      accounting firm or another accounting firm registered in China which is
      acceptable to SSC to audit and produce the auditing report in accordance
      with the Accounting Law and the relevant accounting rules of P. R. China.                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|11.5 | Profit distribution. The profit shall be distributed
      according to the following principles after paying the corporate income
      tax in accordance with the joint venture enterprise income tax law of PRC:                                                                                                                                                                                                           

(a) Allocating the reserve fund, the staff bonus and welfare
fund, and the corporate development fund (the Three Funds) in accordance with
the ratio determined by the Board.

(b) After the allocation of the Three Funds, the distributable
profit shall be distributed to parties in accordance with the share percentage.

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Article 12Duration of the Joint Venture

|12.1 | The JV term shall be 20 years, which commence on the date
      on which its business license is duly issued and end on the date of
      expiration or the date which the Company is resolved by both Parties to be
      dissolved.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Article 13 Dissolution

|13.1 | With the consent of SSC and the Majority Sino-Top
      shareholders, the joint venture may be dissolved in accordance with
      Foreign Joint Venture Law and relevant rules and regulations of Peoples
      Republic of China.                                                                                                                                                                                             
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|13.2 | In the event of dissolution of the Company for any
      reason, the Board shall start to terminate business activities and
      liquidate company asset. The Board shall prepare a plan, method or
      procedure for the orderly winding up of the Company. Any proceeds from
      liquidation, together with any assets which the Board determines to
      distribute in kind, shall be applied in the following
  order:

(a) First, to the expenses of liquidation and the debts of the
Company, including debts of the Company to any of the parties hereto;

(b) Second, to a reserve established by the Board for any
contingent or unforeseen liabilities or obligations of the Company or in
connection with its dissolution and liquidation. Such reserves shall be held for
so long as the Board deems advisable and thereafter shall be distributed in
accordance with 13.2 (c) below:

(c) Third, to all the holders of equity interests in the
Company pro rata in proportion to their equity ownership.

Article 14Other Agreements

|14.1 | Sino-Top agrees that from the date of signature of this
      contract to the date of capital contributions of
SSC:
|---- | -------------------------------------------------------------------------------------------------------------------

(a) Sino-Top shall only operate normally and shall not have any
other transactions;

(b) Without the prior consent of SSC, Sino-Top shall not sign
any agreement with the payment obligation exceeding US$1,000.00;

(c) Sino-Top shall take all necessary measures to proserve and
maintain all the mining and exploration rights;

(d) Sino-Top shall maintain the integrity of its operations,
business relationships, mineral rights and assets.

|14.2 | From the date of signature of this contract to the date
      of capital contributions of SSC, Sino-Top and its shareholders shall (and
      also urge the Sino-Top directors, managers, employees, auditors, lawyers
      and agents) in any reasonable time, provide SSC and its managers,
      employees, auditors, lawyers and agents with reasonable convenience,
      accounting books and records, and financial, operational and other
      information upon request.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|14.3 | If the occurrence or non-occurrence of any event makes
      any of Sino-Tops representations and warrants incorrect or inaccurate or
      makes it unable for any provisions or commitments of this Contract to
      be implemented, Sino-Top shall forthwith inform SSC in writing.                                                                                                                                                                                          

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|14.4 | Unless it is required by the law, permitted or clearly
      prescribed in this Contract, before the date of capital contributions of
      SSC, without the consent of the other party, any party or its associates,
      employees, agents or representatives (except lawyers, accountants, or
      other professional consultants involved in the completion of the
      transaction, and except for the necessary information release to suffice
      the preconditions of the transaction) shall not divulge to any third party
      this Contract, this matter or any of its
provisions.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Article 15Indemnification

|15.1 | For any time after this contract is signed, Sino-Top
      agrees to be responsible for indemnifying SSC or protecting SSC from
      liabilities and losses including but not limited to reasonable lawyers
      fees (altogether called reparable losses) which are due to the
      following: if any appendix and annex of this contract provided by Sino-Top
      or the Sino-Top Shareholders, any document or notice provided by Sino-Top
      or Sino-Top Shareholders constitutes breach of contract, is incorrect,
      contradicts the representations and warrants or other activities that
      breach this contract.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|15.1 | For any time after this contract is signed, SSC agrees to
      be responsible for indemnifying Sino-Top or protecting it from liabilities
      and losses including but not limited to reasonable lawyers fees
      (altogether called reparable losses) which are due to the following: if
      any appendix and annex of this contract provided by SSC, any document or
      notice provided by SSC constitutes breach of contract, is incorrect,
      contradicts the representations and warrants or other activities that
      breach this contract.                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|15.3 | The representations and warrants of any party in this
      contract shall remain valid after the Joint Venture is set up. No matter
      what facts are discovered by any party through investigation, each party
      has the right to use the representations and warrants of the other party
      or the other documents it submitted as the basis for contract
      implementation. Each representation and warrant in this contract is
      independent from the other representations and warrants.                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|15.4 | Any partys right to be indemnified due to the other
      partys breach of its representations and warrants or obligations within
      this contract, and the partys right to other remedies, shall not be
      affected by the result of its investigation. Even if any party gives up
      any condition based on the correct representations and warrants of the
      other party and the complete fulfillment of the obligations by the other
      party, the partys right to indemnification or other remedies relating to
      the said representations and warrants shall not be
  affected.                             

Article 16Contract Amendment

|16.1 | With the written consent of SSC and the Majority Sino-Top
      Shareholders, this contract can be amended or adjusted.
|---- | -----------------------------------------------------------------------------------------------------------------------

---

Article 17Settlement of Disputes

|17.1 | The interpretation and execution of this Contract shall
      be governed by the relevant laws of the People's Republic of
  China.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|17.2 | Any disputes arising from the execution of, or in
      connection with, the contract shall be settled through friendly
      consultations between parties. In case no settlement can be reached
      through consultations, the disputes shall be submitted to for arbitration.
      The arbitration shall be in Hong Kong and the arbitration institution
      shall be Hong Kong International Arbitration Center and the procedure and
      rules of Hong Kong International Arbitration Center shall apply. The
      arbitration language shall be English. The arbitration fees shall be born
      by the losing party in accordance with the arbitration of the
      arbitrator.

Article 18Notification

|18.1 | All notices, requests, demands, claims, and other
      communications hereunder shall be in writing and shall be delivered by
      certified or registered mail, guaranteed overnight delivery, or facsimile
      transmission if such transmission is confirmed by delivery by certified or
      registered mail or guaranteed overnight delivery, to the following
      addresses and fax numbers (or to such other addresses or fax numbers which
      such party shall designate in writing to the other
  party):
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | if to the Sino-Top: | Sanhe Sino-Top Resources and Technologies, LTD.
      North Jingha Road 45, Yanjiao Economic Development Zone, Sanhe City
      Hebei Province, 065201, P.R. China Attn: Mr. Duan Huanchun Fax:
      86-10-61597354
| | ------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                     |                                                                                                                                                                                                                     
| | if to the SSC:      | Sino Silver Corp.                                                                                                                                                                                                   
| |                     | 555 Burrard Street                                                                                                                                                                                                  
| |                     | Suite 900                                                                                                                                                                                                           
| |                     | Vancouver BC V7X 1M8                                                                                                                                                                                                
| |                     |                                                                                                                                                                                                                     
| |                     |                                                                                                                                                                                                                     
| |                     | Attention: Ian Park Fax:                                                                                                                                                                                            

Notice shall be deemed given on the date sent if sent by
facsimile transmission and on the date delivered if sent by overnight delivery
or certified or registered mail.

---

Article 19 
Other Matters

|19.1 | Before the date of capital contributions by SSC, this
      Contract can be terminated in the following mode
|---- | ------------------------------------------------------------------------------------------------------------

(a) All parties agree in writing to terminate this contract;

(b) If Sino-Top severely breaches this contract and does not
rectify after being notified by SSC and given the opportunity to rectify, SSC
shall have the right to terminate this contract.

(c) If SSC severely breaches this contract and does not rectify
after being notified by Sino-Top and given the opportunity to rectify, Sino-Top
shall have the right to terminate this contract.

|19.2 | If this contract is terminated, the performance bond of
      US$100,000 deposited with Akerman Senterfitt shall be returned to SSC with
      the following exception: If all conditions under Article 4 of this
      contract have been fulfilled but SSC does not perform its obligations and
      Sino-Top terminates this contract, the performance bond of US$100,000
      deposited with Akerman Senterfitt shall be paid to Sino-Top.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|19.3 | Upon reasonable request from the other party, each party
      shall from time to time sign supplementary documents or take measures to
      confirm, perfect and implement the principles and objectives of this
      contract.                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|19.4 | This contract shall constitute the complete agreement
      between all parties and shall supersede all prior representations,
      warrants and understandings with respect to such subject matters as in
      this contract.                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|19.5 | This Agreement may be executed in any number of
      counterparts, each of which shall be an original but all of which together
      shall constitute one and the same instrument.                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|19.6 | This contract shall be signed by all parties and
      submitted to the approving authorities of the Chinese government and shall
      come into effect on the date of approval.                                                                                                                                                                                                                                                               

---

|In witness whereof, the parties hereto have caused this
      Contract to be duly executed and delivered as of the date first above
      written.
|--------------------------------------------------------------------------------------------------------------------------------------------------

Signed by Sino Silver Corp.

/s/Martin T. Scarier Martin T.
Scarier on behalf of Ian Park, Chairman

Sanhe Sino-Top Resources & Technologies, Ltd. (Corporate
seal)

/s/Duan Huanchun Duan Huanchun,
Chairman

Related Parties: Huaguan Science & Technology
Industrial Park, Ltd. (Corporate seal)

/s/Duan Huanchun Duan Huanchun,
Chairman

Exploration Unit of North China Geological Exploration Bureau
(Seal)

/s/Duan Huanchun Duan Huanchun,
Chairman

Beijing Asikelai Bioengineering, Ltd. (Corporate seal)

/s/Wang BingyanWang Bingyan,
Chairman

Sino-Top shareholders:

/s/Zhou Lin,/s/Duan
Huanchun,/s/Shi Zhongmei,/s/Zhang
Hongliang,/s/Yang Wen,/s/Yang
Guofu Zhou Lin, Duan Huanchun, Shi Zhongmei, Zhang Hongliang, Yang
Wen, Yang Guofu

---

Schedule A Properties

|1 | AOBAOTUGOUNAO
|- | -------------
|2 | SHIDIDONGGOU 
|3 | LIANGDI      
|4 | ZHUANXINHU   

---

Schedule B Properties

|1 | ERBAHUO        
|- | ---------------
|2 | SAIHANAOBAO    
|3 | DADI           
|4 | LAOPANDAOBEIHOU
|5 | SHANGHEXI      
|6 | YANLINZIBEISHAN
|7 | WUTAOHAI       

---

Appendix 5.3 (a) Properties

1.DADI

Right Owner Huaguan Science and Technology Industrial Park Ltd.
of Hebei Province Exploring Agency Exploration Unit of North China
Geological Exploration Bureau Coordinate Longitude 117o3615--117o3845
East and Latitude 43o2100---43o2300 License No. 1500000410892 Area
12.48km2 Location Reshui Town, Keshiketeng Country, Chifeng, Inner Mongolia

2. LAOPANDAOBEIHOU

Right Owner Huaguan Science and Technology Industrial Park Ltd.
of Hebei Province Exploring Agency Exploration Unit of North China
Geological Exploration Bureau Coordinate Longitude 117o4530--117o5030
East and Latitude 43o3100---43o3700 License No. 1500000410877 Area
44.79km2 Location Xidi Town, Keshiketeng Country, Chifeng, Inner Mongolia

3. YUANLINZIBEISHAN

Right Owner Huaguan Science and Technology Park Co. Ltd. of
Hebei Province Exploring Agency Exploration Unit of North China Geological
Exploration Bureau Coordinate Longitude 117o2230--117o3000 East and
Latitude 43o4815---43o5100 License No. 1500000410959 Area 51.10km2
Location Tongxing Town, Keshiketeng Country, Chifeng, Inner Mongolia

4. SAIHANAOBAO

Right Owner Exploration Unit of North China Geological
Exploration Bureau Exploring Agency Exploration Unit of North China
Geological Exploration Bureau Coordinate Longitude 117o4030--117o4530
East and Latitude 43o2000---43o2630 License No. 1500000410891 Area
89.23km2 Location Reshui Town, Keshiketeng Country, Chifeng, Inner Mongolia

5. SHANGHEXI

Right Owner Beijing Asikelai Bio-Engineering Ltd. Exploring
Agency Exploration Unit of North China Geological Exploration Bureau
Coordinate Longitude 117o5230--117o5400 East and Latitude
43o2645---43o2830 License No. 1500000410963 Area 6.54km2
Location Yuzhoudi Town, Keshiketeng Country, Chifeng, Inner Mongolia

6. WUTAOHAI

Right Owner Beijing Asikelai Bio-Engineering Ltd. Exploring
Agency Exploration Unit of North China Geological Exploration Bureau
Coordinate Longitude 117o1000--117o1845 East and Latitude
44o0400---43o0600 
License No. 1500000410972 Area 43.18km2 Location
Baiyinchagan Town, Keshiketeng Country, Chifeng, Inner Mongolia

---

7. ERBAHUO

Right Owner Exploration Unit of North China Geological
Exploration Bureau License No. 1500000410892 Area 1.2km2 Location
Maoshandong Town, Wengniute Country, Chifeng, Inner Mongolia

---

Appendix 6.2 (vi) Sino-Top Shareholders

|1 | Zhou Lin, Chinese citizen, ID No. 132821196411020529,
      holds 78% of Sino-Top     
|- | --------------------------------------------------------------------------------------
|2 | Duan Huanchun, Chinese citizen, ID No.
      131082196612010819, holds 12% of Sino-Top
|3 | Shi Zhongmei, Chinese citizen, ID No. 132821196410270526,
      holds 4% of Sino-Top  
|4 | Zhang Hongliang, Chinese citizen, ID No. 132821560916053,
      holds 2% of Sino-Top  
|5 | Yang Wen, Chinese citizen, ID No. 132821581225051, holds
      2% of Sino-Top         
|6 | Yang Guofu, Chinese citizen, ID No. 132821370427051,
      holds 2% of Sino-Top       

---

Appendix 6.2 (vii) Application Procedures for the JV

1 Approval by Hebei provincial Department of Commerce for JV
Contract, Articles of Association and other relevant documents. A certificate of
the joint venture company shall be issued after permitted.

2 With the permitting documents, apply for JV name registration
and business license from department of industrial and commercial
administration.

3 With the JV name registration notice and relevant approval
documents from department of commerce, apply for foreign exchange account permit
from Hebei Provincial Foreign Exchange Administration.

4 Pay the first capital contribution into foreign exchange
account, organize capital verification and officially register the Joint Venture
Company through Industrial and Commercial Administration.

5 Apply for Taxation Certificate and Custom Certificate, with
relevant licenses, certificates and documents.

---

Appendix 6.2 (xi) Leasing

The JV leases a total office area of 410 square meters from
Exploration Unit of North China Geological Exploration Bureau at a price of 150
RMB per square meter per year (excluding water, heating and electricity
charges). The term of lease is from January 1, 2003 to December 31, 2007. The
location is the office building on the right front of the compound of
Exploration Unit of North China Geological Exploration Bureau.

---

Appendix 6.2 (xiv) Contracts of the JV

|Signing date  | Name                                                                 | Contracting party                                                                                                                                                       | Remarks                   
|------------- | -------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------
|Sep 30, 2003  | Cooperation Agreement of Exploration Right                           | North China Geological Prospecting Bureau
      General Exploration Agency                                                                                              |                           
|Sep 30, 2003  | Cooperation Agreement of Exploration Right                           | Beijing Asikelai Bio- Engineering Ltd.                                                                                                                                  |                           
|Oct 17, 2003  | Cooperation Agreement                                                | Inner Mongolia Xingye Mineral Ltd                                                                                                                                       | Terminated                
|Oct 28, 2003  | Cooperation Agreement of Exploration Right                           | Hebei Huaguan Science and Technology Park Ltd.                                                                                                                          |                           
|June 8, 2004  | Dazuozishan Exploration Right transfer
      Agreement               | Zhou Yaozhen                                                                                                                                                            |                           
|June 8, 2004  | Naizishan Exploration Right Transfer Agreement                       | Zhou yaozhen                                                                                                                                                            |                           
|June 10, 2004 | Geological Drilling Agreement                                        | Chifeng Songnan Geological Exploration Co.                                                                                                                              | Terminated on July 6, 2004
|Jan 26, 2004  | Xiaoluojiagou Exploration Right Transfer
      Agreement             | Feng Jun                                                                                                                                                                |                           
|Sep 10, 2004  | Mining Right Registration Cooperation Agreement                      | Li Zhenjiang                                                                                                                                                            |                           
|Sep 10, 2004  | Paoshouyingzi Exploration Right Transfer
      Agreement             | Li Zhenjiang                                                                                                                                                            |                           
|Oct 20, 2004  | Naizishan, Dazuozishan Paoshouyingzi Geophysics
      Work Agreement | Gao Xuedong                                                                                                                                                             |                           
|Nov 29, 2004  | Mining Rights Ownership Confirmation Letter                          | North China Geological Prospecting Bureau
      General Exploration Agency, Hebei Hua Guan Science and Technology Park
      Ltd,. Beijing Asikelai Bio-Engineering Ltd |                           
|Dec 6, 2004   | Dazuozishan and Naizishan Exploration right
      transfer agreement | Jiang Wencheng                                                                                                                                                          |                           

---

Appendix 6.2 (xvi) Rights and Interests

1.AOBAOTUGOUNAO

Right Owner Sanhe Sino-Top Resource and Technology Ltd.

Exploring Agency North China Geological Prospecting Bureau
General Exploration Agency

Coordinate Longitude 117o3300--117o3800 East and Latitude
42o4700---43o0000

License No. 1500000410064

Area 37.18km2

Location Gaoyingzi, Muxiduoxiang Town, Keshiketeng Country,
Chifeng, Inner Mongolia

2. SHIDIDONGGOU

Right Owner Sanhe Sino-Top Resource and Technology Ltd.

Exploring Agency North China Geological Prospecting Bureau
General Exploration Agency

Coordinate Longitude 117o3215--117o3500 East and Latitude
43o3000---43o3200

License No. 1500000410158

Area 3.78km2

Location Hongguan Town, Keshiketeng Country, Chifeng, Inner
Mongolia

3. ZHUANXINHU

Right Owner Sanhe Sino-Top Resource and Technology Ltd.

Exploring Agency North China Geological Prospecting Bureau
General Exploration Agency

Coordinate Longitude 117o1300--117o1500 East and Latitude
43o1900---43o2300

License No. 1500000410137

Area 19.98km2

Location Guandi Town, Keshiketeng Country, Chifeng, Inner
Mongolia

---

4. LIANGDI

Right Owner Sanhe Sino-Top Resource and Technology Ltd.

Exploring Agency North China Geological Prospecting Bureau
General Exploration Agency

Coordinate Longitude 117o4530--117o5030 East and Latitude
43o2230---43o2515

License No. 1500000410876

Area 34.31km2

Location Xindi Town, Keshiketeng Country, Chifeng, Inner
Mongolia

---

Appendix 7.1 Board Members

|Ian Park,       | passport No BC201990     
|--------------- | -------------------------
|Duan Huanchun,  | ID No. 131082196612010819
|Chen Xiangping, | ID No. 131082730725079   
|Xu Rongxin,     | ID No. 110101195112015312
|Jiao Wensheng,  | ID No. 370823197005141114

---

Appendix 7.2 Management Team

General Manager: Chen Xiangping, ID No. 131082730725079
Deputy General Manager: Guo Yueqiang, ID No. 131082741208077

---

Amendments to the Joint Venture Contract of Sanhe Sino-Top
Resources & Technologies, Ltd.

In accordance with the Equity Transfer Agreement signed between
the current shareholders of Sanhe Sino-Top Resources & Technologies, Ltd.
and Silver Dragon Resources Inc. on March 16, 2006 and the Detailed Rules for
Implementing the Chinese-Foreign Equity Joint Venture Law of P.R. China, and
other Chinese laws and regulations, based on the principles of equality and
mutual benefits, and after friendly discussions, all the parties have reached
the following agreements on the amendments to the Joint Venture Contract:

I. The first and second paragraphs of the contract shall be
amended as follows:

This Joint Venture Contract (hereinafter this contract) is
executed by the following parties on March 16, 2006.

(a) Silver Dragon Resources Inc., a corporation incorporated
under the laws of the State of Delaware (SDRI).

(b) The Chinese shareholders of Sino-Top, hereafter Sino-Top
shareholders.

In accordance with the Chinese-Foreign Equity Joint Venture Law
of P.R. China, and other Chinese laws and regulations, based on the principles
of equality and mutual benefits, and after friendly discussions, and considering
the commitments and conditions in the Joint Venture Contract signed between Sino
Silver Corp (SSC) and Sino-Top in January 2005, all the parties have agreed that
SDRI will replace SSC for its equity interest (60%) in Sanhe Sino-Top Resources
& Technologies, Ltd. and hereby reached this contract.

II. SSC is changed into SDRI in all the places of the
original contract.

III. Item (a) of Clause 1.1 of Article I Parties to this
Contract of the original contract shall be amended as follows:

(a) Silver Dragon Resources Inc.

Address:

1121 Steeles Avenue West Suite 803
Toronto, Ontario, Canada

---

Postal code: M2R3W7 Legal
representative: Marc M. Hazout Position: President Nationality: Canadian

IV. Item (b) of Clause 1.1 of Article I Parties to this
Contract of the original contract shall be deleted, and item (c) is amended to
item (b).

V. Item (a) of Clause 2.1 of Establishment of the Joint
Venture of the original contract shall be deleted, and the original numbers of
2.2, 2.3 and 2.4 shall be amended to 2.1, 2.2 and 2.3.

VI. Item (b) of Clause 4.2 of Article 4 The Register
Capital and Total Investment of the Company of the original contract shall be
amended as follows:

(b) Whereas SSC has invested US$500,000 in accordance with the
original contract, therefore SDRI will make a further cash investment of
US$500,000 in the company.

VII. Clause 4.3 of Article 4 The Register Capital and Total
Investment of the Company of the original contract shall be amended as follows:

SDRI shall invest in the company as follows:

(a) Investing US$250,000 before March 30, 2006 in accordance
with the original contract, (b) Investing US$250,000 before March 30, 2007.

VIII. Clause 4.5 of Article 4 The Register Capital and
Total Investment of the Company of the original contract shall be deleted, and
the number of 4.6 shall be amended to 4.5.

IX. Items (a) and (f) of Clause 6.1 of Article 6
Representations and Warrants the original contract shall be amended as follows:

(a) SDRI was incorporated in accordance with the laws of
Ontario, Canada, and is in good standing;

(f) SDRI has fulfilled the company reporting obligations to the
Securities and Exchange Commission of Canada and all its reports are accurate,
objective, and non-misleading.

X. Items (f), (g) and (k) of Clause 6.2 of Article 6
Representations and Warrants the original contract shall be deleted. In item
(l), shareholders or board resolutions consenting to setting up the joint
venture with SSC through capital increase shall be amended to board resolutions consenting to SSC transferring
its equity interests in the company to SDRI. The numbers of (h), (i), (j), (l),
(m) and (n) shall be amended to (f), (g), (h), (i), (j) and (k), respectively.

---

XI. Clause 7.10 of Article 7 Board of Directors the
original contract shall be deleted.

XII. In Clause 10.1 of Article 10 Additional Capital
Contributions the original contract, the sentence Notwithstanding any
provision in this Contract to the contrary, before the seven mineral properties
listed in the annex B are transferred to the company in accordance with this
Contact shall be amended to Notwithstanding any provision in this Contract to
the contrary, before the five mineral properties listed in the annex B are
transferred to the company in accordance with this Contact.

XIII. Clause 12.1 of Article 12 Duration of the Joint
Venture the original contract shall be amended as follows:

12.1 The JV term shall be until March 24, 2023 unless it is
dissolved in accordance with this contract or articles of association.

XIV. In Clause 18.1 of Article 18 Notification, the
addresses are amended as follows:

If to Sino-Top:Sanhe
Sino-Top Resources and Technologies, LTD. North Jingha Road 45, Yanjiao
Economic Development Zone, Sanhe City Hebei Province, 065201, P.R. China
Attn: Mr. Liang Limin Fax: 86-10-61597354

If to SDRI: Silver Dragon
Resources Inc. Address:

1121 Steeles Avenue West Suite 803
Toronto, Ontario, Canada Postal code: M2R3W7 Legal representative: Marc
M. Hazout Position: President 
Nationality: Canadian

---

XV. Clause 19.2 of Article 19 Other matters the original
contract shall be deleted, and the numbers of 19.3, 19.4, 19.5 and 19.6 shall be
amended to 19.2, 19.3, 19.4 and 19.5, respectively.

Attachment: Appendixes B, 5.3(a), 7.1 and 7.2 of the original
contract shall be amended in accordance with the current situation of the
company. Other appendixes remain effective.

Parties to the contract:

Silver Dragon Resources Inc.

By: /s/ Marc HazoutMarc Hazout, President

Sino-Top Shareholders

Zhou Lin (Signature):/s/ Zhou Lin

Duan Huanchun (Signature):/s/ Duan Huanchun

Shi Zhongmei (Signature):/s/ Shi Zhongmei

Zhang Hongliang (Signature):/s/ Zhang Hongliang

Yang Wen (Signature):/s/ Yang Wen

Yang Guofu (Signature): /s/ Yang Guofu

---

Agreement on Amendment to the Joint Venture Contract of Sanhe
Sino-Top Resources & Technologies, Ltd.

In accordance with the Share Transfer Agreement dated
October 19, 2006 by and among the original Chinese shareholders, Duan Huanchun,
and Yang Guofu and Zhou Lin, the meeting minutes of the meeting of Board of
Directors approved on October 31, 2006 and the Law of the PRC on
Chinese-Foreign Cooperative Joint Ventures and the Detailed Rules of
Implementation of the Law of the PRC on Chinese-Foreign Cooperative Joint
Ventures and other relevant laws and regulations, in the principles of
equality and reciprocity and through amicable negotiations, the Chinese
shareholders and the foreign shareholder--Silver Dragon Resources Inc. of Sanhe
Sino-Top Resources & Technologies, Ltd. hereby amend the original Equity
Joint Venture Contract into Cooperative Joint Venture Contract, and agree as
follows:

The words Equity Joint Venture that appeared throughout
the Contract shall all be modified into Cooperative Joint Venture.

The first and second paragraphs of Chapter One General
Principles in the Contract shall be modified and replaced by the following:

This Cooperative Joint Venture Contract (the Contract)
is executed by and between the following parties on October 31, 2006: Chinese
Party (Party A): existing shareholders of Sino-Top (Sino-Top
Shareholders) Foreign Party (Party B): Silver Dragon Inc., a company formed
and registered under the laws of Delaware, United States of America
(SDRI)

In accordance with the Law of the PRC on Chinese-Foreign
Cooperative Joint Ventures and other relevant laws and regulations, and the
Share Transfer Agreementdated October 19, 2006 by and among the original
Chinese shareholders, Duan Huanchun, and Yang Guofu and Zhou Lin and the meeting
minutes of the meeting of Board of Directors approved on October 31, 2006, in
the principles of equality and reciprocity and through amicable negotiations,
the Parties hereby enter into and make this Contract:

3. The content of Article 1 in the original contract shall
be modified and replaced by the following:

Party A: Sino-Top Shareholders

|Zhou Lin        | Citizen of the
      PeoplesRepublic of China  | of | Identity Card 132821196411020529       | No.:
|--------------- | ----------------------------------------------- | -- | -------------------------------------- | ----
|Shi Zhongmei    | Citizen of the
      PeoplesRepublic of China  | of | Identity Card 132821196410270526       | No.:
|Zhang Hongliang | Citizen of the
      PeoplesRepublic of China  | of | Identity Card 132821560916053          | No.:
|                |                                                 |    |                                        |     
|Yang Wen        | Citizen of the
      PeoplesRepublic of China  | of | Identity Card 132821195812150514       | No.:
|Yang Guofu      | Citizen of the
      Peoples Republic of China | of | Identity Card
    
    132821370427051 | No.:

---

Party B: Silver Dragon Resources Inc. Address: 1121 Steeles
Avenue West, Suite 803 Toronto, Ontario, Canada Postal Code: M2R 3W7
Legal Representative: Marc M. Hazout Position: President
Nationality: Canadian

4. The Article 4.1 of Article 4 Registered Capital and
Total Investment in the original contract shall be modified and replaced by the
following:

4.1 The CJVs registered capital shall be USD 5,120,000 and the
total investment shall be USD 5,120,000.

5.The Sub-Article (b) under Article 4.1 of Article
4 Registered Capital and Total Investment in the original contract shall be
modified and replaced by the following:

(b) Silver Dragon Resources Inc. contributes an aggregate
amount of USD 5,000,000 to the CJV in USD cash

The Article 4.3 of Article 4 Registered Capital and Total
Investment in the original contract shall be modified and replaced by the
following:

Silver Dragon Resources Inc. shall
invest in the CJV in pursuant to the method as prescribed below:

American party has made payment of its
subscribed capital contribution of USD 1,000,000, and Silver Dragon Resources
Inc. will additionally pay the remaining capital contribution of USD 4,000,000.
The timeframe for payment of the remaining capital contribution as agreed by the
Parties shall be as follows:

Upon the issuance of the new business
license, no less than 20% of the capital to be increased shall be contributed to
the registered capital, and the remaining shall be paid within two years
thereafter.

The Article 4.4 of Article 4 Registered Capital and Total
Investment in the original contract shall be modified and replaced by the
following:

8. The heading of Article 9 Management of Equity Interests
in the orginal contract shall be modified into Article 9 Profit Distribution,
and Article

9.1 and 9.2 thereof shall be modified and replaced by the
following:

9.1 The after-tax profits of the CJV shall be allocated and
distributed in the following order of priority:

(a) a portion of such profits shall be allocated to the Reserve
Fund, Staff and Workers Bonus and welfare Fund and Enterprise Expansion Fund;

(b) the remaining profits shall be, in accordance with the
resolution of Board of Directors, distributed to Party A and Party B
respectively in proportion of 10% and 90%, and the distribution among Party A
(Sino-Top shareholders) shall be based on their respective capital contribution, as set out below:

---

9. The Article 10.1 of Article 10 Additional Capital
Contribution in the original contract shall be modified and replaced by the
following:

10.1 Neither Party shall have the obligation to pay additional
capital contribution to the CJV. If Board of Directors deems it necessary,
appropriate and viable, each Party may but is not obliged to pay additional
capital contribution to the CJV in accordance with the timing and amount as
decided by Board of Directors. The Parties shall re-determine the profit
distribution proportion before either of the Parties makes additional capital
contribution.

Article 11.5 of Article 11 Finance and Accounting in the
original contract shall be modified and replaced by the following:

The shareholding of the Parties in the
CJV shall be as follows: 11.5 Party B may request recouping its investment first
and leave the liquidated assets to its Party A upon termination of the
cooperative JV in accordance with PRC law.

Party A: 10% Party B: 90% The
shareholding of each member of Party A shall be as follows:

|Zhou Lin        | 8.8% | 
|--------------- | ---- | 
|Shi Zhongmei    | 0.4% | 
|Yang Guofu      | 0.4% | 
|Zhang Hongliang | 0.2% | 
|Yang Wen        | 0.2% | 
|                |      | 
|Zhou Lin        | 8.8% | 
|Shi Zhongmei    | 0.4% | 
|Yang Guofu      | 0.4% | 
|Zhang Hongliang | 0.2% | 
|Yang Wen        | 0.2% | 

11. The Article 13.1 of Article 13 Dissolution of Company
in the original contract shall be modified and replaced by the following:

| | 13.1 | Upon approval of SDRI and Sino-Top Shareholders, the
      Company may dissolve in accordance with the Law of the PRC on
      Chinese-Foreign Cooperative Joint Venturesand other relevant laws and
      regulations.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|12. The Sub-Article (c) under Article 13.2 of
      Article 13 Dissolution of Company in the original contract shall
      be modified and replaced by the following:
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | the remainder shall be, respectively, distributed to
      Party A and Party B in proportion of 10% and 90%, and the distribution
      among Party A (Sino-Top shareholders) shall be based on their respective
      capital contribution, as set out below:
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Zhou Lin        | 8.8% | 
|--------------- | ---- | 
|Shi Zhongmei    | 0.4% | 
|Yang Guofu      | 0.4% | 
|Zhang Hongliang | 0.2% | 
|Yang Wen        | 0.2% | 

---

(The next page is the signature page.)

---

IN WITNESS WHEREOF, the Parties hereto have executed and
delivered this Agreement.



Silver Dragon Resources Inc.

By:/s/ Marc Hazout Marc Hazout, President



Huaguan Shareholders

Zhou Lin (signature):/s/ Zhou Lin

Shi Zhongmei (signature):/s/ Shi Zhongmei

Zhang Hongliang (signature):/s/ Zhang
Hongliang

Yang Wen (signature):/s/ Yang Wen

Yang Guofu (signature):/s/ Yang Guofu

---

Agreement on Amendment to the Joint Venture Contract of
Sanhe Sino-Top Resources & Technologies, Ltd.

In accordance with the Equity Transfer Agreement dated
July 4, 2008 by and between Silver Dragon Resources Inc. and Zhou Lin, the
meeting minutes of the meeting of Board of Directors approved on July 4, 2008
and the Law of the PRC on Chinese-Foreign Cooperative Joint Ventures and
the Detailed Rules of Implementation of the Law of the PRC on Chinese-Foreign
Cooperative Joint Ventures and other relevant laws and regulations, in the
principles of equality and reciprocity and through amicable negotiations, the
Chinese shareholders and the foreign shareholder--Silver Dragon Resources Inc.
of Sanhe Sino-Top Resources & Technologies, Ltd. hereby agree as follows:

|1. | The second paragraph of Chapter One General
      Principles in the Contract shall be modified and replaced by the
      following:                                                                                                                                                                                                                                                                                                                                                                       
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | In accordance with the Law of the PRC on
      Chinese-Foreign Cooperative Joint Venturesand other relevant laws and
      regulations, and the Equity Transfer Agreementdated July 4, 2008
      by and between Silver Dragon Resources Inc. and Zhou Lin and the meeting
      minutes of the meeting of Board of Directors approved on July 4, 2008, in
      the principles of equality and reciprocity and through amicable
      negotiations, the Parties hereby enter into and make this
  Contract:
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2. | The Article 4.3 of Article 4 Registered Capital and
      Total Investment in the original contract shall be modified and replaced
      by the following:                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Party B has made payment of its subscribed capital
      contribution of USD 3,272,690 and the remaining capital contribution (the
      Remaining Contribution) is USD 1,727,310.                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Remaining Contribution shall be made by Party B and
      Zhou Lin as follows:                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3. | The Article 4.4 of Article 4 Registered Capital and
      Total Investment in the original contract shall be modified and replaced
      by the following:                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The shareholding of the Parties in the CJV shall be as
      follows:                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Party A: 60%                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

---

Party B: 40%

The shareholding of each member of
Party A shall be as follows:

Zhou Lin
    58.8%Shi Zhongmei
    0.4%Yang Guofu
    0.4%Zhang Hongliang
    0.2%Yang Wen
    0.2%


|4. | The Article 7.1 of Article 7 Board of Directors in
      the original contract shall be modified and replaced by the
      following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The board of directors is composed of 5 directors, of
      which 3 shall be appointed by major shareholders of Sino-Top (its
      definition follows), 2 by SDRI. The name list of directors is in Appendix
      7.1. In the event a member appointed by a party resigns, or is removed by
      the party that appointed him, such party shall designate his successor.
      The term of office for the directors is three years in principle; a
      director can only be removed by the appointing party. During the term of
      office, unless in cases of resignation, misfeasance, malfeasance, or other
      misconduct that prevents the director to perform, any change of the
      directors appointed by SDRI or the major shareholders of Sino-Top shall be
      made with prior consent from the other party. All parties to this Contract
      shall vote about their shareholders rights by ballots, in written form or
      other forms that are stipulated by laws and regulations or this
      Contract.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|5. | The Sub-Article (b) under Article 9.1 of Article 9
      Profit Distribution in the original contract shall be modified and
      replaced by the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

| | Zhou Lin        | 58.8% | 
| | --------------- | ----- | 
| | Shi Zhongmei    | 0.4%  | 
| | Yang Guofu      | 0.4%  | 
| | Zhang Hongliang | 0.2%  | 
| | Yang Wen        | 0.2%  | 

|6. | The Sub-Article (c) under Article 13.2 of Article 13
      Dissolution of Company in the original contract shall be modified and
      replaced by the following:
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                    
|   | (c)                                                                                                                                                                

---

| | Zhou Lin        | 58.8% | 
| | --------------- | ----- | 
| | Shi Zhongmei    | 0.4%  | 
| | Yang Guofu      | 0.4%  | 
| | Zhang Hongliang | 0.2%  | 
| | Yang Wen        | 0.2%  | 

Attachment: Appendix 7.1 of the original contract shall be
amended in accordance with the current situation of the company. Other
appendixes remain effective.

(The next page is the signature page.)

---

IN WITNESS WHEREOF, the Parties hereto have executed and
delivered this Agreement.



Silver Dragon Resources Inc.

By: /s/ Marc HazoutMarc Hazout,
President



Sino-Top Shareholders

Zhou Lin (Signature):/s/ Zhou Lin

Shi Zhongmei (Signature):/s/ Shi Zhongmei

Zhang Hongliang (Signature):/s/ Zhang Hongliang

Yang Wen (Signature):/s/ Yang Wen

Yang Guofu (Signature): /s/ Yang Guofu



Execution Date: July 4, 2008

---

Agreement onAmendment to the Cooperation
Contract of Sanhe Sino-Top Resources & Technologies, Ltd.

Under theLaw of the People's Republic of China on
Sino-Foreign Cooperative Joint Ventures, the Rules on the Implementation
of the Law of the People's Republic of China on Sino-Foreign Cooperative Joint
Ventures,as currently in effect, and other PRC laws and regulations,
in the principles of equality and reciprocity and upon amicable consultation,
the Chinese shareholders of Sanhe Sino-Top Resources & Technologies, Ltd.
and Silver Dragon Resources Inc., a U.S. company, enter into the following terms
and conditions of this Agreement on Amendment in accordance with the Equity
Transfer Agreement dated July 4, 2008 between Zhou Lin and Beijing Shengda
Zhenxing Industrial Co., Ltd. and the Board meeting minutes dated March 25,
2009:

|I. | Paragraph I and II of the original contract shall be
      amended into the following:
|-- | --------------------------------------------------------------------------------------

This Cooperation Contract (hereinafter referred to as this
Contract) is made on March 25, 2009 by the following parties:

Chinese Party (Party A): the original Sino-Top shareholders and
Beijing Shengda Zhenxing Industrial Co., Ltd.

Foreign Party (Party B): Silver Dragon Resources Inc., a
company incorporated and registered under the laws of Delaware, United States
(referred to as SDRI)

Pursuant to the Law of the People's Republic of China on
Sino-Foreign Cooperative Joint Ventures and other relevant PRC laws and
regulations, in the principles of equality and mutual benefit and upon friendly
consultation, this Contract is made by and between the Parties in accordance
with the Equity Transfer Agreement dated July 4, 2008 between Zhou Lin and
Beijing Shengda Zhenxing Industrial Co., Ltd. and the Board meeting minutes
dated March 25, 2009.

|II. | Party A as referred to among the Parties to this
      Contract in the original Contract shall be changed
  into:
|--- | ---------------------------------------------------------------------------------------------------------------------

---

Party A: the Chinese shareholders

Beijing Shengda Zhenxing Industrial Co., Ltd.

Address: No. 158, South Fangzhuang, Fengtai District, Beijing

Postal Code: 100079

Legal Representative: Zhao Mantang

Zhou Lin, PRC citizen, ID No.:32821196411020529

Shi Zhongmei, PRC citizen, ID No.:132821196410270526

Zhang Hongliang, PRC citizen, ID No.:132821560916053

Yang Wen, PRC citizen, ID No.:132821195812150514

Yang Guofu, PRC citizen, ID No.:132821370427051

|III. | Clause 4.4 under ARTICLE IV Registered Capital and
      Total Investment of the CJV shall be amended as
  follows:
|---- | ---------------------------------------------------------------------------------------------------------------------

The shareholding of the two Parties in the CJV shall be as
follows:

Party A: 60%

Party B: 40%

The respective shareholding percentage of the shareholders
collectively as Party A is indicated below:

Beijing Shengda Zhenxing Industrial Co.,
      Ltd.
    52%Zhou Lin
    6.8%Shi Zhongmei
    0.4%Yang Guofu
    0.4%Zhang Hongliang
    0.2%Yang Wen
    0.2%


|IV. | Clause 7.1 under ARTICLE VII Board of Directors of
      the original Contract shall be amended as
follows:
|--- | -------------------------------------------------------------------------------------------------------------

The Board of Directors, which is the execution authority of the
CJV, consists of five (5) members. As agreed by the Parties to this Articles of
Association, two (2) members of the Board of Directors shall be appointed by
Beijing Shengda Zhenxing Industrial Co., Ltd., other two (2) directors appointed
by SDRI and the remaining one (1) director appointed by natural person
shareholders (See Appendix 7.1 for the list of members of the Board of
Directors). If a director appointed by one Party resigns or is removed, the appointing Party may nominate another
candidate for directorship to serve as a director. The term of office of a
director shall be, in principle, three (3) years and a director shall be
dismissed and replaced only by the appointing Party. During the term of office
of a director, except where the director resigns or commits material violation
of law or gross misconduct or other breach of duty, SDRI and the Chinese
shareholders shall consult with each other if either Party replaces the director
it has originally appointed. The Parties to this Contract shall resolve on their
respective shareholder interest by voting or in writing or otherwise as agreed
by law or in this Contract.

---

|V. | Clause 9.1(b) under ARTICLE IX Distribution of
      Profits of the original Contract shall be changed
  into:
|-- | ----------------------------------------------------------------------------------------------------------------

(b) The remaining profits shall be distributed as per the Board
resolution as 60% for Party A and 40% for Party B. The distribution among Party
A (Sino-Top shareholders) shall be performed pursuant to the following ratios:

Beijing Shengda Zhenxing Industrial Co.,
      Ltd.
    52%Zhou Lin
    6.8%Shi Zhongmei
    0.4%Yang Guofu
    0.4%Zhang Hongliang
    0.2%Yang Wen
    0.2%


|VI. | Clause 13.2(c) under ARTICLE 13 Dissolution of the
      CJV of the original Contract shall be modified and replaced by the
      following:
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------

(C) Thirdly, the remainder shall be distributed to Party A and
Party B in the proportion of 60% and 40%, respectively,, and the distribution
among Party A (the Chinese shareholders) shall be as follows:

Beijing Shengda Zhenxing Industrial Co.,
      Ltd.
    52%Zhou Lin
    6.8%Shi Zhongmei
    0.4%Yang Guofu
    0.4%Zhang Hongliang
    0.2%Yang Wen
    0.2%


---

Enclosed: Appendix 7.1 to the original Contract, which is required to be amended in line with the actual conditions of the CJV. Other appendices thereto shall remain in effect.

(THE PAGE BELOW IS INTENTIONALLY LEFT BLANK)

---

IN WITNESS WHEREOF, the Parties here to have executed and
delivered this Agreement.

Silver Dragon Resources Inc.

Signature: /s/ Marc Hazout Marc Hazout,
President

Chinese shareholders:

Beijing Shengda Zhenxing Industrial Co., Ltd.

Legal Representative:/s/ Zhao Mantang

Zhou Lin (signature): /s/ Zhou Lin

Shi Zhongmei (signature): /s/ Shi Zhongmei

Zhang Hongliang (signature): /s/ Zhang Hongliang

Yang Wen (signature): /s/ Yang Wen

Yang Guofu (signature): /s/ Yang Guofu

Date: March 20, 2009

---

Agreement on Amendment to the Joint Venture Contract of
Sanhe Sino-Top Resources & Technologies, Ltd.

In accordance with the Board Resolutiondated July 3,
2009 by and between Silver Dragon Resources Inc. and Chinese shareholders, the
meeting minutes of the meeting of Board of Directors and the Law of the PRC
on Chinese-Foreign Cooperative Joint Ventures and the Detailed Rules of
Implementation of the Law of the PRC on Chinese-Foreign Cooperative Joint
Ventures and other relevant laws and regulations, in the principles of
equality and reciprocity and through amicable negotiations, the Chinese
shareholders and the foreign shareholder--Silver Dragon Resources Inc. of Sanhe
Sino-Top Resources & Technologies, Ltd. hereby agree as follows:

I. Clause 4.3 of Article 4
Registered Capital and Total Investment in the original contract shall be
modified and replaced by the following:

Party B (Silver Dragon Resources Inc.)
has made payment of its subscribed capital contribution of USD 3,272,690 and the
remaining capital contribution (the Remaining Contribution) is USD 1,727,310.

The Remaining Contribution shall be
made by Party B and Zhou Lin as follows:

(a) Party B contributes USD 1,323,250
of the Remaining Contribution prior to September 30, 2009;

(b) Zhou Lin contributes USD 404,060
prior to September 30, 2009.

IN WITNESS WHEREOF, the Parties hereto have executed and
delivered this Agreement.

Silver Dragon Resources Inc.

Signature:/s/ Marc Hazout Marc
Hazout, President

Chinese shareholders:

Beijing Shengda Zhenxing Industrial Co., Ltd.

---

Legal Representative:/s/ Zhao Mantang

Zhou Lin (signature):/s/ Zhou Lin

Shi Zhongmei (signature):/s/ Shi Zhongmei

Zhang Hongliang (signature):/s/ Zhang
Hongliang

Yang Wen (signature):/s/ Yang Wen

Yang Guofu (signature):/s/ Yang Guofu

---

Agreement on Amendment to the Joint Venture Contract of
Sanhe Sino-Top Resources & Technologies, Ltd.

Whereas the former shareholder Mr. Yang Guofu has passed away
and his family has requested to inherit his equity interests in the company, and
in accordance with the Board Resolutiondated December 12, 2009 by and
between Silver Dragon Resources Inc. and Chinese shareholders, the meeting
minutes of the meeting of Board of Directors and the Law of the PRC on
Chinese-Foreign Cooperative Joint Ventures and the Detailed Rules of
Implementation of the Law of the PRC on Chinese-Foreign Cooperative Joint
Ventures and other relevant laws and regulations, in the principles of
equality and reciprocity and through amicable negotiations, the Chinese
shareholders and the foreign shareholder--Silver Dragon Resources Inc. of Sanhe
Sino-Top Resources & Technologies, Ltd. hereby agree as follows:

I.Paragraph I and II of the original contract
shall be amended into the following:

This Cooperation Contract (hereinafter referred to as this
Contract) is made on December 12, 2009 by the following parties:

Chinese Party (Party A): the original Sino-Top shareholders and
Beijing Shengda Zhenxing Industrial Co., Ltd.

Foreign Party (Party B): Silver Dragon Resources Inc., a
company incorporated and registered under the laws of Delaware, United States
(referred to as SDRI)

Pursuant to the Law of the People's Republic of China on
Sino-Foreign Cooperative Joint Ventures and other relevant PRC laws and
regulations, in the principles of equality and mutual benefit and upon friendly
consultation, considering that the former shareholder Mr. Yang Guofu has passed
away and that his family has requested to inherit his equity interests in the
company, this Contract is made by and between the Parties in accordance the
board meeting minutes dated December 12, 2009.

II. Party A as referred to among the Parties to this
Contract in the original Contract shall be changed into:

Party A: the Chinese shareholders Beijing Shengda Zhenxing
Industrial Co., Ltd. Address: No. 158, South Fangzhuang, Fengtai District,
Beijing Postal Code: 100079 Legal Representative: Zhao Mantang

---

Zhou Lin, PRC citizen, ID No.:32821196411020529 Shi
Zhongmei, PRC citizen, ID No.:132821196410270526 Zhang Hongliang, PRC
citizen, ID No.:132821560916053 Yang Wen, PRC citizen, ID
No.:132821195812150514 Lei Dingyu, PRC citizen, ID No.:132821194112300521

III. Clause 4.4 under ARTICLE IV Registered Capital and
Total Investment of the CJV shall be amended as follows:

The shareholding of the two Parties in the CJV shall be as
follows:

Party A: 60%

Party B: 40%

The respective shareholding percentage of the shareholders
collectively as Party A is indicated below:

| | Beijing Shengda Zhenxing Industrial Co.,
      Ltd. |  | 52%  | 
| | --------------------------------------------------- |  | ---- | 
| | Zhou Lin                                            |  | 6.8% | 
| | Shi Zhongmei                                        |  | 0.4% | 
| | Lei Dingyu                                          |  | 0.4% | 
| | Zhang Hongliang                                     |  | 0.2% | 
| | Yang Wen                                            |  | 0.2% | 

IV. Clause 9.1(b) under ARTICLE IX Distribution of Profits
of the original Contract shall be changed into:

(b) The remaining profits shall be distributed as per the Board
resolution as 60% for Party A and 40% for Party B. The distribution among Party
A (Sino-Top shareholders) shall be performed pursuant to the following ratios:

| | Beijing Shengda Zhenxing Industrial Co.,
      Ltd. |  | 52%  | 
| | --------------------------------------------------- |  | ---- | 
| | Zhou Lin                                            |  | 6.8% | 
| | Shi Zhongmei                                        |  | 0.4% | 
| | Lei Dingyu                                          |  | 0.4% | 
| | Zhang Hongliang                                     |  | 0.2% | 
| | Yang Wen                                            |  | 0.2% | 

---

V. Clause 13.2(c) under ARTICLE 13 Dissolution of the CJV
of the original Contract shall be modified and replaced by the
following:

(C) Thirdly, the remainder shall be distributed to Party A and
Party B in the proportion of 60% and 40%, respectively,, and the distribution
among Party A (the Chinese shareholders) shall be as follows:

| | Beijing Shengda Zhenxing Industrial Co.,
      Ltd. |  | 52%  | 
| | --------------------------------------------------- |  | ---- | 
| | Zhou Lin                                            |  | 6.8% | 
| | Shi Zhongmei                                        |  | 0.4% | 
| | Lei Dingyu                                          |  | 0.4% | 
| | Zhang Hongliang                                     |  | 0.2% | 
| | Yang Wen                                            |  | 0.2% | 

Enclosed: Appendix 7.1 to the original Contract, which is
required to be amended in line with the actual conditions of the CJV. Other
appendices thereto shall remain in effect.

(THE PAGE BELOW IS INTENTIONALLY LEFT BLANK)

---

IN WITNESS WHEREOF, the Parties here to have executed and
delivered this Agreement.

Silver Dragon Resources Inc.

Signature: /s/ Marc Hazout Marc Hazout,
President

Chinese shareholders:

Beijing Shengda Zhenxing Industrial Co., Ltd.

Legal Representative:/s/ Zhao Mantang

Zhou Lin (signature): /s/ Zhou Lin

Shi Zhongmei (signature): /s/ Shi Zhongmei

Zhang Hongliang (signature): /s/ Zhang Hongliang

Yang Wen (signature): /s/ Yang Wen

Lei Dingyu (signature): /s/ Lei Dingyu

Date: December 12, 2009

---

Agreement on Amendment to the Cooperation Contract of
Sanhe Sino-Top Resources & Technologies, Ltd.

In view of the promising result of exploration work and the
demand for further capital contributions, in accordance with the Law of the
PRC on Chinese-Foreign Cooperative Joint Venturesand the Detailed Rules
of Implementation of the Law of the PRC on Chinese-Foreign Cooperative Joint
Ventures and other relevant laws and regulations, in the principles of
equality and reciprocity and through amicable negotiations, the existing Chinese
party and American party (Silver Dragon Resources Inc.) to the Sanhe Sino-Top
Resources & Technologies, Ltd. hereby enter into this Agreement on Amendment
to the Cooperation Contract:

|I. | Clause 4.1, 4.2 and Clause 4.3 of Article IV
      Registered Capital and Total Contributions of the original contract
      shall be amended into the following:
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.1 | The registered capital of the company shall be 7,270,000
      US Dollars, and the total investment shall be 7,270,000 US Dollars.                                                                                                      
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 4.2 | Contributions to registered capital shall be comprised
      of:                                                                                                                                                                        
| |     | (a) US$524,060 has been contributed by Party A (Chinese
      Party) in accordance with original contract, the remaining US$1,200,000
      shall be made by Beijing Shengda Zhenxing Industrial Co., Ltd.                              
| |     | (b) US$4,595,940 has been contributed by Party B (Silver
      Dragon Resources Inc.), the remaining US$950,000 shall be made.                                                                                                          
| | 4.3 | The Remaining Contribution shall be made by Party A and
      Party B as follows:                                                                                                                                                       
| |     | (a) Beijing Shengda Zhenxing Industrial Co., Ltd. shall
      contribute US$240,000 (20%) before the application for the new business
      license, and the remaining US$960,000 shall be contributed prior to
      November 30, 2011.
| |     | (b) Party B (Silver Dragon Resources Inc.) shall
      contribute US$190,000 (20%) before the application for the new business
      license, and the remaining US$760,000 shall be contributed prior to
      November 30, 2011.       

(The next page is the signature page)

---

IN WITNESS WHEREOF, the Parties here to have executed and
delivered this Agreement.

Silver Dragon Resources Inc.

Signature: /s/ Marc Hazout Marc Hazout,
President

Chinese shareholders:

Beijing Shengda Zhenxing Industrial Co., Ltd.

Legal Representative:/s/ Zhao Mantang

Zhou Lin (signature): /s/ Zhou Lin

Shi Zhongmei (signature): /s/ Shi Zhongmei

Zhang Hongliang (signature): /s/ Zhang Hongliang

Yang Wen (signature): /s/ Yang Wen

Lei Dingyu (signature): /s/ Lei Dingyu

Date: September 13, 2011

---