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Exhibit 10.13

Equity Transfer Agreement

Regarding

Sanhe Sino-Top Resources & Technologies, Ltd.

Between

Silver Dragon Resources Inc. And Zhou Lin

Dated: July 4, 2008

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TABLE OF CONTENTS

|1.  | PURCHASE AND SALE OF TARGET
      EQUITY | 1
|--- | ---------------------------------------- | -
|2.  | CONDITIONS PRECEDNET                     | 2
|3.  | CLOSING                                  | 2
|4.  | REPRESENTATIONS AND WARRANTIES           | 2
|5.  | CONFIDENTIALITY                          | 3
|6.  | DEFAULT AND INDEMNIFICATION              | 4
|7.  | FORCE MAJEURE                            | 4
|8.  | NOTICE                                   | 5
|9.  | APPLICABLE LAW                           | 5
|10. | DISPUTES RESOLUTION                      | 5
|11. | MISCELLANEOUS                            | 6

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Equity Transfer Agreement

THIS EQUITY TRANSFER AGREEMENT(the Agreement)
is entered into by and between the following parties in Sanhe city, Hebei
province, China on July 4, 2008:

Silver Dragon Resources Inc., a company formed and registered
under the laws of Delaware, United States of America (the Seller); and

Zhou Lin, a PRC citizen with the identity card No. of
132821196411020529 (the Purchaser).

Each of the party is hereinafter referred to as a
Party and collectively as the Parties.

WHEREAS

|1. | Sanhe Sino-Top Resources & Technologies, Ltd. (the
      Company) is a Sino-foreign cooperative joint venture company duly
      incorporated and existing in accordance with the laws of the Peoples
      Republic of China (the PRC) and has its registered address at
      North Jingha Road 45, Yanjiao Economic Development Zone, Sanhe City;
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                          
|2. | The Seller duly owns90% of the equity interest of the
      Company;                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                          
|3. | The Seller wishes to sell 50% of its equity interest in
      the Company (the Target Equity) to the Purchaser; and                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                          
|4. | The Purchaser wishes to purchase the Target Equity from
      the Seller.                                                                                                                                                                                                                                                                                

THEREFORE, the Parties hereby agree as follows:

|1.  | PURCHASE AND SALE OF TARGET EQUITY                                                                                                                                                                                                                                                                                                                                                                       
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                          
|1.1 | Purchase and Sale                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                          
|    | The Purchaser agrees to purchase from the Seller and the
      Seller agrees to sell to the Purchaser the Target Equity, pursuant to the
      terms and conditions herein. The Seller enjoys all rights, titles and
      interest of the Target Equity. The Target Equity is free and clear of any
      and all liens, pledges, mortgages, encumbrances and any other restriction
      of any nature.
|    |                                                                                                                                                                                                                                                                                                                                                                                                          
|1.2 | Purchase Price                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                          
|    | The Purchaser shall pay to the Seller RMB 30,000,000(the
      Purchase Price) in total as the consideration of the Target
      Equity.                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                          
|    | The Purchase Price shall be paid according to the
      following method and schedule:                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (a) RMB 6,000,000 to be paid within three (3) business
      days after the approval from the competent authority relating to the
      equity transfer contemplated under this Agreement; and                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (b) The remaining to be paid within three (3) business
      days after the Closing Date.                                                                                                                                                                                                                                                                                                                

1

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|2. | CONDITIONS PRECEDNET                                                              
|-- | ----------------------------------------------------------------------------------
|   |                                                                                   
|   | The Parties agree that the Closing shall be conditional
      upon the followings:

| | (a) | The Board of Directors of the Company has unanimously
      agreed the equity transfer from the Seller to the Purchaser;                          
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                   
| | (b) | All of the other shareholders of the Company have duly
      waived their rights of first refusal;                                                
| |     |                                                                                                                                                   
| | (c) | All of the current approvals, permits, licenses from
      governmental authorities held by the Company shall remain in effect all
      the time;
| |     |                                                                                                                                                   
| | (d) | There is no major adverse change to the operation of the
      Company; and                                                                       
| |     |                                                                                                                                                   
| | (e) | The Company has obtained the approval from the competent
      authority relating to the equity transfer contemplated under this
      Agreement. 

|3.  | CLOSING                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | The closing (the Closing) under this Agreement
      shall mean the completion of all the conditions precedent set forth
      herein, the shareholder of the Target Equity recorded with the company
      registration authority has been changed to the Purchaser and the company
      registration authority has issued a new business license to the Company.
      The issuance date of the new business license of the Company shall be the
      closing date (the Closing Date).
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | Upon the Closing, the Seller shall deliver copies of the
      newly issued certificate of approval of the Company and the newly issued
      business license, which can prove that the Purchaser has owned the Target
      Equity. The Seller shall make best efforts to assist the Purchaser and the
      Company to complete the approval and registration issues with respect to
      this equity transfer.                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.  | CAPITAL CONTRIBUTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.1 | The seller contributes an aggregate amount of USD
      5,000,000 to the Company. The seller 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.                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.2 | The Remaining Contribution by the parties shall be made
      as follows:                                                                                                                                                                                                                                                                                                                                                                                                                     

| | (a) | The Seller contributes USD 1,000,000 of the Remaining
      Contribution prior to July 30, 2009;                                                                                                           
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                            
| | (b) | In respect to the rest of the Remaining Contribution (USD
      727,310), the Seller contributes USD 323,250 prior to July 30, 2009 and
      the Purchaser contributes USD 404,060 prior to July 30, 2009.

2

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|5.  | REPRESENTATIONS AND WARRANTIES                                           
|--- | -------------------------------------------------------------------------
|    |                                                                          
|5.1 | Representations and Warranties of the Seller                             
|    |                                                                          
|    | The Seller represents and warrants in favour of the
      Purchaser that:

| | (a) | The Seller duly holds 90% equity interest in the Company;                                                                                                                                                                                                                                                                                                                               
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                         
| | (b) | The Seller is entitled to sell and transfer to the
      Purchaser the full legal and beneficial ownership in the Target Equity
      free from all pledges, charges, liens, options and any other rights of any
      third party and the transfer of the Target Equity pursuant to this
      Agreement will convey to the Purchaser entire rights and interests to such
      equity;
| |     |                                                                                                                                                                                                                                                                                                                                                                                         
| | (c) | The Company is duly incorporated and validly existing
      according to the PRC law, and is in good standing;                                                                                                                                                                                                                                                                          

|5.2 | Representations and Warranties of the Parties                                
|--- | -----------------------------------------------------------------------------
|    |                                                                              
|    | Each Party represents and warranties in favour of the
      other Party that:

| | (a) | The Seller is duly organized and validly existing under
      the laws of the place of its establishment, and is in good standing, the
      Purchaser is a person with full civil capacity;                                                                                                                                                                                                                                                                                         
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (b) | It has all requisite power and approval required to
      execute and deliver this Agreement and perform its obligations hereunder;                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (c) | It has taken all internal actions necessary to authorize
      it to enter into this Agreement and its representative whose signature is
      affixed hereto is fully authorized to sign this Agreement and to bind it
      thereby;                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (d) | After this Agreement has been duly executed by its
      authorized representatives, this Agreement shall be legally binding on it;
      and                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (e) | Neither the execution of this Agreement nor the
      performance of its obligations hereunder will conflict with, or result in
      a breach of, or constitute a default under, any provision of its articles
      of association or bylaws applicable as at the date of execution of this
      Agreement, or any law, regulation, rule, authorization or approval of any
      governmental authority, or of any contract or agreement, to which it is a
      party or subject.

|6.  | CONFIDENTIALITY                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                       
|6.1 | Confidentiality Obligation                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Each Party shall keep all the Confidential Information
      confidential, and shall not disclose to any third party for any purpose
      other than that of this Agreement without the prior written consent from
      the other Party.                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Each Party shall only disclose to its shareholders,
      directors, officials, employees and professional advisors necessary
      required, and only to such extent, for performing its obligation under this Agreement and shall procure such
      shareholders, directors, officials, employees and professional advisors to
      be liable for a confidentiality obligation not less than that set forth in
      this section.

3

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|6.2 | Confidential Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | For the purposes of this Agreement, Confidential
      Information shall mean the terms and conditions of this Agreement, all
      information, oral or written, which relates to or is in connection with
      the business operations, business strategies, business plans, investment
      plans, products, sales, customers, employees, marketing, technologies,
      financial or other affairs of each Party and the Company, including
      without limitation all reports and notes and all copies (including
      electronic copies), reproductions, reprints and translations containing
      such information.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|6.3 | Term                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | The obligation under this section shall survive to be
      effective within five (5) years after the expiration of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|7.  | DEFAULT AND INDEMNIFICATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | Unless otherwise set forth in this Agreement, either
      Party shall compensate for all the losses and damages the other Party
      suffered arising from its breach of this Agreement or its breach any of
      its representation and warranty herein.                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|8.  | FORCE MAJEURE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|8.1 | Force Majeure                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | Force Majeure under this Agreement shall mean all object
      events, which are unforeseeable by either Party, the occurrence and
      consequences of which cannot be avoided or overcome, and which prevent
      such Party (the Affected Party) to perform its all or part
      obligations hereunder, including without limitation earthquakes, typhoons,
      flood, fire, war, acts of government or public agencies, epidemics,
      disturbances and strikes.                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|8.2 | Effect of Force Majeure                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | The Affected Party may suspend performance of its
      obligation which is prevented by the Force Majeure and shall take
      reasonable measures to reduce the affect of such Force Majeure. The
      Affected Party shall continue to perform promptly after such Force Majeure
      disappeared.                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | The Affected Party shall not be liable for any losses and
      damages the other Party suffered arising from such Partys default or
      delay of the performance of its obligation hereunder, provided that such
      Party has deliver the notice in accordance with the Section 8.3.                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|8.3 | Notice of Force Majeure                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | The Affected Party shall promptly inform the other Party
      in writing and shall furnish within fifteen (15) days thereafter documents
      issued by the competent governmental authority certifying the occurrence of such Force
      Majeure. Otherwise, the Affected Party shall compensate the other Party
      for the losses and damages the other Party suffered according to the
      Section 7.                                                                                                                                                                                                                

4

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|8.4  | Resolution                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | In the event of Force Majeure, the Parties shall
      immediately consult with each other in order to find an equitable solution
      and shall use all reasonable endeavours to minimize the consequences of
      such Force Majeure.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|9.   | NOTICE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | Any notice from either Party to the other Party of this
      Agreement shall be delivered in personal or via fax, registered airmail or
      courier to the addresses listed hereunder. If a notice is delivered in
      person, it shall be deemed as received on the date of delivery; if it is
      sent by fax, it shall be deemed as received upon the completion of the fax
      process provided that the sender provides the fax report as evidence; if
      it is sent by registered airmail, it shall be deemed as received on the
      seventh (7) day after the post date indicated by the airmail; if it is
      delivered by courier, it shall be deemed as received on the third (3) day
      after the delivery date indicated by the courier invoice. In case that a
      notice is simultaneously delivered by more than one manner aforementioned,
      the fastest shall be referred for determining the date of receipt.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | Contact information of the Parties is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | To the Seller: Silver Dragon Resources Inc. Address:
      5160 Yonge Street,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | Suite 803 Toronto, Ontario, Canada M2N 6L9 Attention:
      Marc Hazout, President                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | Fax: (416) 223-8507 Tel: (416) 223-8500                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | To the Purchaser: Zhou Lin                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | Address: North Jingha Road 45, Yanjiao Economic
      Development Zone,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | Sanhe City, Hebei Province, 065201, P.R. China
      Attention: Mr. Wencheng Jiang Fax: 86-10-61597354 Tel:
      86-10-61597354                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.  | APPLICABLE LAW                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | This Agreement shall be governed by and construed in
      accordance with the PRC laws.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|11.  | DISPUTES RESOLUTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|11.1 | Consultation and Arbitration                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

5

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|     | If the Parties have any dispute or discrepancy in
      connection with this Agreement, they shall first consultant with each
      other. If no agreement is achieved, either Party may submit such dispute
      or discrepancy to the [China International Economic and Trade Arbitration
      Commission] for arbitration according to its current arbitration rule. The
      arbitration shall be conducted both in [English and Chinese]. The
      arbitration award shall be final and binding on the Parties. The Parties
      hereto agree that they will abide by such arbitration award.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|11.2 | Effect of Arbitration                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | Commencement of arbitration shall not terminate this
      Agreement, which shall continue to be in full force and effect before the
      award rendered by the arbitrator(s).                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|12.  | MISCELLANEOUS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|12.1 | Non-Waiver                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | Failure or delay of either Party hereto to exercise its
      right under this Agreement shall not constitute waiver thereof; nor shall
      any single or partial exercise of a right preclude any other future
      exercise thereof.                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|12.2 | Amendment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | Any amendment to this Agreement shall be agreed to in a
      written instrument signed by the Parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|12.3 | Severability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | The invalidity of any provision of this Agreement shall
      not affect the validity of any other provision of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|12.4 | Language and Counterparts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | This Agreement shall be executed both in Chinese and
      English which shall have the same effect. This Agreement shall be executed
      in [five (5)] counterparts with the same effect. Each Party shall hold
      [two (2)] counterparts and the other one (1) shall be submitted to the
      competent authority.                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|12.5 | Entirety                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | This Agreement and the Appendix hereto constitute the
      entire agreement between the Parties with respect to the subject matter of
      this Agreement and supersede all prior discussions, negotiations and
      agreements between them with respect to such subject matter.                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|12.6 | Costs, Expenses and Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | The Parties agree that each Party shall bear its own
      costs, expenses and taxes incurred by or imposed on each Party in
      connection with the preparation, negotiation, execution and delivery of
      this Agreement.                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (The remaining is intentionally left blank.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

6

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(Signature Page)

IN WITNESS WHEREOF this Agreement has been executed on the date
indicated on the first page.

|Silver Dragon Resources Inc. | /s/Zhou Lin    
|---------------------------- | ---------------
|Authorized Representative:   | Name : Zhou Lin
|(signature)                  |                
|                             |                
|                             |                
|/s/Marc Hazout               |                
|Name : Marc Hazout           |                
|                             |                
|Position: President          |                

7

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