ACQUISITION AGREEMENT

                                      AMONG

                               BEKEM METALS, INC.

                                       AND

                               KAZAKH METALS, INC.

                                       AND

                               THE SHAREHOLDERS OF

                               KAZAKH METALS, INC.

                             DATED OCTOBER 24, 2005




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                                TABLE OF CONTENTS



Acquisition Agreement.........................................................1

   Agreement..................................................................1
      Section 1 - Transfer of Shares..........................................1
      Section 2 - Issuance of Exchange Stock to KAZAKH METALS Shareholders....1
      Section 3 - Closing.....................................................2
      Section 4 - Representations and Warranties by KAZAKH METALS and
                    Certain Shareholders......................................5
      Section 5 - Representations and Warranties by BEKEM METALS..............9
      Section 6 - Access and Information.....................................13
      Section 7 - Covenants of KAZAKH METALS and Certain Shareholders........14
      Section 8 - Covenants of BEKEM METALS..................................15
      Section 9 - Additional Covenants of the Parties........................17
      Section 10 - Survival of Representations, Warranties and Covenants.....18
      Section 11 - Conditions Precedent to Obligations of Parties............18
      Section 12 - Termination, Amendment, Waiver............................21
      Section 13 - Miscellaneous.............................................23

Exhibit List.................................................................27

Schedule List................................................................27

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                              ACQUISITION AGREEMENT


         This Acquisition Agreement ("Agreement") is entered into as of this
24th day of October 2005 by and between BEKEM METALS INC., a Utah corporation
("BEKEM METALS"), and KAZAKH METALS, INC., a British Virgin Islands
international business company ("KAZAKH METALS"), and those shareholders
executing Offshore Restricted Securities Agreements attached hereto as Exhibit A
and listed in Exhibit B hereto, being all of the shareholders of KAZAKH METALS
as of the date this Agreement is executed.


                                PLAN OF EXCHANGE

         The transaction contemplated by this Agreement is intended to be an
acquisition whereby BEKEM METALS will acquire 100% of KAZAKH METALS's issued and
outstanding common stock, (no par value) in exchange for 61,200,000 shares of
BEKEM METALS's common stock, $.001 par value (the "Exchange Stock"). Upon the
consummation of the exchange transaction and the issuance and transfer of the
Exchange Stock as set forth in Section 2 hereinbelow, KAZAKH METALS Shareholders
would hold approximately sixty-one percent (61%) of the then-outstanding common
stock of BEKEM METALS representing a controlling interest in BEKEM METALS. The
Exchange Transaction will result in KAZAKH METALS becoming a wholly-owned
subsidiary of BEKEM METALS.

                                    AGREEMENT

                                    Section 1
                               Transfer of Shares

1.1      All shareholders of KAZAKH METALS (the "Shareholders" or the "KAZAKH
         METALS Shareholders"), as of the date of Closing as such term is
         defined in Section 3 herein (the "Closing" or the "Closing Date"),
         shall transfer, assign, convey and deliver to BEKEM METALS on the
         Closing Date, certificates representing one hundred percent (100%) of
         the KAZAKH METALS Stock. The transfer of the KAZAKH METALS Stock shall
         be made free and clear of all liens, mortgages, pledges, encumbrances
         or charges, whether disclosed or undisclosed, except as the KAZAKH
         METALS Shareholders and BEKEM METALS shall have otherwise agreed in
         writing.


                                    Section 2
            Issuance of Exchange Stock to KAZAKH METALS Shareholders

2.1      As consideration for the transfer, assignment, conveyance and delivery
         of the KAZAKH METALS Stock hereunder, BEKEM METALS shall, at the
         Closing issue to the KAZAKH METALS Shareholders, pro rata in accordance
         with each Shareholder's percentage ownership of KAZAKH METALS

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         immediately prior to the Closing, certificates representing 61,200,000
         shares of BEKEM METALS Common Stock. The parties intend that the
         Exchange Shares being issued will be used to acquire all outstanding
         KAZAKH METALS Shares. To the extent that less than 100% of the KAZAKH
         METALS Stock is acquired, the number of shares issuable to those KAZAKH
         METALS Shareholders who have elected to participate in the exchange
         described in this Agreement (the "Exchange") shall decrease
         proportionately.

2.2      The issuance of the Exchange Stock shall be made free and clear of all
         liens, mortgages, pledges, encumbrances or charges, whether disclosed
         or undisclosed, except as the KAZAKH METALS Shareholders and BEKEM
         METALS shall have otherwise agreed in writing. As provided herein, and
         immediately prior to the Closing, BEKEM METALS shall have issued and
         outstanding: (i) not more than 38,888,888 shares of Common Stock; and
         (ii) shall have no preferred stock or other securities issued and
         outstanding.

2.3      None of the Exchange Stock issued to the KAZAKH METALS Shareholders,
         nor any of the KAZAKH METALS Stock transferred to BEKEM METALS
         hereunder shall, at the time of Closing, be registered under federal
         securities laws but, rather, shall be issued pursuant to an exemption
         therefrom and be considered "restricted stock" within the meaning of
         Rule 144 promulgated under the Securities Act of 1933, as amended (the
         "Act"). All of such shares shall bear a legend worded substantially as
         follows:

                  "The shares represented by this certificate have not been
                  registered under the Securities Act of 1933 (the "Act") and
                  are `restricted securities' as that term is defined in Rule
                  144 under the Act. The shares may not be offered for sale,
                  sold or otherwise transferred except pursuant to an exemption
                  from registration under the Act, the availability of which is
                  to be established to the satisfaction of the Company."

         The respective transfer agents of BEKEM METALS and KAZAKH METALS shall
         annotate their records to reflect the restrictions on transfer embodied
         in the legend set forth above. There shall be no requirement that BEKEM
         METALS register the Exchange Stock under the Act, nor shall KAZAKH
         METALS or the Shareholders be required to register any KAZAKH METALS
         Shares under the Act.


                                    Section 3
                                     Closing

3.1      Closing of Transaction. Subject to the fulfillment or waiver of the
         conditions precedent set forth in Section 11 hereof, the Closing shall
         take place on the Closing Date at the offices of, Poulton & Yordan,

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         Attorneys at Law, 324 South 400 West, Salt Lake City, Utah 84101, at
         10:00 A.M., local time, or at such other time on the Closing Date as
         KAZAKH METALS and BEKEM METALS may mutually agree in writing.

3.2      Closing Date. The Closing Date of the Exchange shall take place on a
         date chosen by mutual agreement of KAZAKH METALS and BEKEM METALS
         within forty-five (45) days from the date of this Agreement, or such
         later date upon which KAZAKH METALS and BEKEM METALS may mutually agree
         in writing, or as extended pursuant to subsection 12.1(b) hereinbelow.

3.3      Deliveries at Closing.

         (a) KAZAKH METALS shall deliver or cause to be delivered to BEKEM
METALS at Closing:

                  (1)      certificates representing all shares, or an amount of
                           shares acceptable to BEKEM Metals, of the KAZAKH
                           METALS Stock as described in Section 1, each endorsed
                           in blank by the registered owner;

                  (2)      an agreement from each Shareholder surrendering his
                           or her shares agreeing to a restriction on the
                           transfer of the Exchange Stock as described in
                           Section 2 hereof ("Offshore Restricted Securities
                           Agreement");

                  (3)      a copy of a consent of KAZAKH METALS's board of
                           directors authorizing KAZAKH METALS to take the
                           necessary steps toward Closing the transaction
                           described by this Agreement in the form set forth in
                           Exhibit B;

                  (4)      Certificates of Good Standing for KAZAKH METALS and
                           its Subsidairy issued not more than thirty (30) days
                           prior to Closing by the regulatory authorities of the
                           British Virgin Islands and Republic of Kazakhstan,
                           respectively;

                  (5)      an opinion of Mikhail Ioffe Esq., special counsel to
                           KAZAKH METALS, dated the Closing Date, in a form
                           deemed acceptable by BEKEM METALS and its counsel;

                  (6)      Articles of Incorporation and Bylaws of KAZAKH METALS
                           and its Subsidiary certified as of the Closing Date
                           by the President and Secretary of KAZAKH METALS;

                  (7)      such other documents, instruments or certificates as
                           shall be reasonably requested by BEKEM METALS or its
                           counsel.

         (b) BEKEM METALS shall deliver or cause to be delivered to KAZAKH
METALS at Closing:

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                  (1)      a copy of a consent of BEKEM METALS's board of
                           directors authorizing BEKEM METALS to take the
                           necessary steps toward Closing the transaction
                           described by this Agreement in the form set forth in
                           Exhibit C;

                  (2)      a copy of a Certificate of Good Standing for BEKEM
                           METALS issued not more than ten (10) days prior to
                           Closing by the Secretary of State of Utah;

                  (3)      all of BEKEM METALS's corporate records;

                  (4)      stock certificate(s) or a computer listing from BEKEM
                           METALS's transfer agent representing the Exchange
                           Stock to be newly issued by BEKEM METALS under this
                           Agreement, which certificates shall be in the names
                           of the appropriate KAZAKH METALS Shareholders, each
                           in the appropriate denomination as described in
                           Section 2;

                  (5)      an opinion of Poulton & Yordan, Attorneys at Law,
                           counsel to BEKEM METALS, dated the Closing Date, in a
                           form deemed acceptable by KAZAKH METALS and its
                           counsel;

                  (7)      Articles of Incorporation and Bylaws of BEKEM METALS
                           certified as of the Closing Date by the President and
                           Secretary of BEKEM METALS;

                  (8)      such other documents, instruments or certificates as
                           shall be reasonably requested by KAZAKH METALS or its
                           counsel.

3.4      Filings; Cooperation.

         (a)      Prior to the Closing, the parties shall proceed with due
                  diligence and in good faith to make such filings and take such
                  other actions as may be necessary to satisfy the conditions
                  precedent set forth in Section 11 below.

         (b)      On and after the Closing Date, BEKEM METALS, KAZAKH METALS and
                  the Shareholders set forth in Exhibit A shall, on request and
                  without further consideration, cooperate with one another by
                  furnishing or using their best efforts to cause others to
                  furnish any additional information and/or executing and
                  delivering or using their best efforts to cause others to
                  execute and deliver any additional documents and/or
                  instruments, and doing or using their best efforts to cause
                  others to do any and all such other things as may be
                  reasonably required by the parties or their counsel to
                  consummate or otherwise implement the transactions
                  contemplated by this Agreement.

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                                    Section 4
    Representations and Warranties by KAZAKH METALS and Certain Shareholders

4.1      Subject to the schedule of exceptions, attached hereto and incorporated
         herein by this reference, (which schedules shall be acceptable to BEKEM
         METALS), KAZAKH METALS and those Shareholders listed on Exhibit A
         represent and warrant to BEKEM METALS as follows:

         (a)      Organization and Good Standing of KAZAKH METALS. The Articles
                  of Incorporation of KAZAKH METALS AND KYZYL KAIN MAMYT LLP,
                  Kazakhstan limited liability partnership, its wholly owned
                  subsidiary, and all Amendments thereto as presently in effect,
                  and the Bylaws of KAZAKH METALS AND KYZYL KAIN MAMYT, as
                  presently in effect, certified by the President and Secretary
                  of KAZAKH METALS AND KYZYL KAIN MAMYT, respectively, have been
                  delivered to BEKEM METALS and are complete and correct and
                  since the date of such delivery, there has been no amendment,
                  modification or other change thereto.

         (b)      Capitalization. KAZAKH METALS's authorized capital stock is
                  50,000 shares of $1.00 par value Common Stock (defined as
                  "KAZAKH METALS Common Stock"), of which 50,000 shares are
                  issued and outstanding prior to the Closing Date, and held of
                  record by approximately eighteen (18) shareholders, who are
                  currently not residents of the United States. All of such
                  outstanding shares are validly issued, fully paid and
                  non-assessable. There are no outstanding options and warrants
                  for KAZAKH METALS Common Stock. All securities issued by
                  KAZAKH METALS as of the date of this Agreement have been
                  issued in compliance with all applicable securities laws.
                  Except as set forth in Schedule 4.1(b), no other equity
                  securities or debt obligations of KAZAKH METALS are
                  authorized, issued or outstanding.

         (c)      Subsidiaries. Other than KYZYL KAIN MAMYT LLP, and as set
                  forth in Schedule 4.1 (c), KAZAKH METALS has no subsidiaries
                  and no other investments, directly or indirectly, or other
                  financial interest in any other corporation or business
                  organization, joint venture or partnership of any kind
                  whatsoever.

         (d)      Financial Statements. KAZAKH METALS will deliver to BEKEM
                  METALS, prior to Closing, a copy of KAZAKH METALS's unaudited
                  financial statements for the nine (9) months ended September
                  30, 2005, which will be true and complete and will have been
                  prepared in conformity with generally accepted accounting
                  principles and within 90 days of the date of this Agreement,
                  audited financial statements for the fiscal year ended
                  December 31, 2004 prepared in compliance with U.S. GAAP and
                  GAAS. Other than changes in the usual and ordinary conduct of
                  the business since September 30, 2005, there have been and, at
                  the Closing Date, there will be no material adverse changes in
                  such financial statements.

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         (e)      Absence of Undisclosed Liabilities. Other than as set forth in
                  Schedule 4.1 (e), neither KAZAKH METALS nor its subsidiaries
                  has any liabilities which are not adequately reflected or
                  reserved against in the KAZAKH METALS Financial Statements or
                  otherwise reflected in this Agreement and KAZAKH METALS shall
                  not have as of the Closing Date, any liabilities (secured or
                  unsecured and whether accrued, absolute, direct, indirect or
                  otherwise) which were incurred after September 30, 2005, and
                  would be individually or in the aggregate, material to the
                  results of operations or financial condition of KAZAKH METALS
                  as of the Closing Date.

         (f)      Litigation. Except as disclosed in Schedule 4.1(f), there are
                  no outstanding orders, judgments, injunctions, awards or
                  decrees of any court, governmental or regulatory body or
                  arbitration tribunal against KAZAKH METALS or its subsidiary
                  or its properties. Except as disclosed in Schedule 4.1(f),
                  there are no actions, suits or proceedings pending, or, to the
                  knowledge of KAZAKH METALS, threatened against or affecting
                  KAZAKH METALS or its affiliated companies, any of its officers
                  or directors relating to their positions as such, or any of
                  its properties, at law or in equity, or before or by any
                  federal, state, municipal or other governmental department,
                  commission, board, bureau, agency or instrumentality, domestic
                  or foreign, in connection with the business, operations or
                  affairs of KAZAKH METALS or its affiliated company which might
                  result in any material adverse change in the operations or
                  financial condition of KAZAKH METALS, or which might prevent
                  or materially impede the consummation of the transactions
                  under this Agreement.

         (g)      Compliance with Laws. To the best of its knowledge, the
                  operations and affairs of KAZAKH METALS and its affiliated
                  companies do not violate any law, ordinance, rule or
                  regulation currently in effect, or any order, writ, injunction
                  or decree of any court or governmental agency, the violation
                  of which would substantially and adversely affect the
                  business, financial conditions or operations of such
                  affiliated company or KAZAKH METALS .

         (h)      Absence of Certain Changes. Except as set forth in Schedule
                  4.1(h), or otherwise disclosed in writing to BEKEM METALS,
                  since September 30, 2005,

                  (i)      KAZAKH METALS has not entered into any material
                           transaction;
                  (ii)     there has been no change in the condition (financial
                           or otherwise), business, property, prospects, assets
                           or liabilities of KAZAKH METALS as shown on the
                           KAZAKH METALS Financial Statement, other than changes
                           that both individually and in the aggregate do not
                           have a consequence that is materially adverse to such
                           condition, business, property, prospects, assets or
                           liabilities;
                  (iii)    there has been no damage to, destruction of or loss
                           of any of the properties or assets of KAZAKH METALS
                           (whether or not covered by insurance) materially and

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                           adversely affecting the condition (financial or
                           otherwise), business, property, prospects, assets or
                           liabilities of KAZAKH METALS;
                  (iv)     KAZAKH METALS has not declared, or paid any dividend
                           or made any distribution on its capital stock,
                           redeemed, purchased or otherwise acquired any of its
                           capital stock, granted any options to purchase shares
                           of its stock, or issued any shares of its capital
                           stock except in conjunction with the private
                           placement described in Schedule 4.1(h);
                  (v)      there has been no material change, except in the
                           ordinary course of business, in the contingent
                           obligations of KAZAKH METALS by way of guaranty,
                           endorsement, indemnity, warranty or otherwise;
                  (vi)     there have been no loans made by KAZAKH METALS to its
                           employees, officers or directors;
                  (vii)    there has been no waiver or compromise by KAZAKH
                           METALS of a valuable right or of a material debt owed
                           to it;
                  (viii)   there has been no extraordinary increase in the
                           compensation of any of KAZAKH METALS's employees;
                  (ix)     there has been no agreement or commitment by KAZAKH
                           METALS to do or perform any of the acts described in
                           this Section 4.1(h); and
                  (x)      there has been no other event or condition of any
                           character, which might reasonably be expected either
                           to result in a material and adverse change in the
                           condition (financial or otherwise), business,
                           property, prospects, assets or liabilities of KAZAKH
                           METALS or to impair materially the ability of KAZAKH
                           METALS to conduct the business now being conducted.

         (i)      Employees. There are, except as disclosed in Schedule 4.1(i),
                  no collective bargaining, bonus, profit sharing, compensation,
                  or other plans, agreements or arrangements between KAZAKH
                  METALS and any of its directors, officers or employees and
                  there is no employment, consulting, severance or
                  indemnification arrangements, agreements or understandings
                  between KAZAKH METALS on the one hand, and any current or
                  former directors, officers or employees of KAZAKH METALS on
                  the other hand.

         (j)      Assets. All of the assets reflected on the September 30, 2005,
                  KAZAKH METALS Financial Statements or acquired and held as of
                  the Closing Date, will be owned by KAZAKH METALS on the
                  Closing Date. Except as set forth in Schedule 4.1(j), KAZAKH
                  METALS owns outright and has good and marketable title, or
                  holds valid and enforceable leases, to all of such assets.
                  None of KAZAKH METALS's equipment used by KAZAKH METALS in
                  connection with its business has any material defects and all
                  of them are in all material respects in good operating
                  condition and repair, and are adequate for the uses to which
                  they are being put; none of KAZAKH METALS's equipment is in
                  need of maintenance or repairs, except for ordinary, routine
                  maintenance and repair. KAZAKH METALS represents that, except
                  to the extent disclosed in Schedule 4.1(j) to this Agreement

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                  or reserved against on its balance sheet as of September 30,
                  2005, it is not aware of any accounts and contracts receivable
                  existing that in its judgment would be uncollectible.

         (k)      Tax Matters. Other than as set forth in Schedule 4.1 (k), all
                  federal, foreign, state and local tax returns, reports and
                  information statements required to be filed by or with respect
                  to the activities of KAZAKH METALS and its subsidiary have
                  been timely filed. Since September 30, 2005, KAZAKH METALS has
                  not incurred any liability with respect to any federal,
                  foreign, state or local taxes except in the ordinary and
                  regular course of business. Such returns, reports and
                  information statements are true and correct in all material
                  respects insofar as they relate to the activities of KAZAKH
                  METALS. On the date of this Agreement, neither KAZAKH METALS
                  nor its subsidiary is delinquent in the payment of any such
                  tax or assessment, and no deficiencies for any amount of such
                  tax have been proposed or assessed.

         (l)      Operating Authorities. To the best knowledge of KAZAKH METALS,
                  KAZAKH METALS and its subsidiary have all material operating
                  authorities, governmental certificates and licenses, permits,
                  authorizations and approvals ("Permits") required to conduct
                  its business as presently conducted or proposed to be
                  conducted. Such Permits are set forth on Schedule 4.1(l).
                  Since KAZAKH METALS's inception, there has not been any notice
                  or adverse development regarding such Permits; such Permits
                  are in full force and effect; no material violations are or
                  have been recorded in respect of any permit; and no proceeding
                  is pending or threatened to revoke or limit any Permit.

         (m)      Continuation of Key Management. To the best knowledge of
                  KAZAKH METALS, all key management personnel of KAZAKH METALS
                  intend to continue their employment with KAZAKH METALS after
                  the Closing.

         (n)      Books and Records. The books and records of KAZAKH METALS and
                  its subsidiary are complete and correct, are maintained in
                  accordance with good business practice and accurately present
                  and reflect, in all material respects, all of the transactions
                  therein described, and there have been no transactions
                  involving KAZAKH METALS or its subsidiary which properly
                  should have been set forth therein and which have not been
                  accurately so set forth.

         (o)      Authority to Execute Agreement. The Board of Directors of
                  KAZAKH METALS, pursuant to the power and authority legally
                  vested in it, has duly authorized the execution and delivery
                  by KAZAKH METALS of this Agreement, and has duly authorized
                  each of the transactions hereby contemplated. KAZAKH METALS
                  has the power and authority to execute and deliver this
                  Agreement, to consummate the transactions hereby contemplated
                  and to take all other actions required to be taken by it
                  pursuant to the provisions hereof. KAZAKH METALS has taken all

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                  actions required by law, its Articles of Incorporation, as
                  amended, or otherwise to authorize the execution and delivery
                  of this Agreement. This Agreement is valid and binding upon
                  KAZAKH METALS and those Shareholders listed in Exhibit A
                  hereto in accordance with its terms. Neither the execution and
                  delivery of this Agreement nor the consummation of the
                  transactions contemplated hereby will constitute a violation
                  or breach of the Articles of Incorporation, as amended, or the
                  Bylaws, as amended, of KAZAKH METALS, or any agreement,
                  stipulation, order, writ, injunction, decree, law, rule or
                  regulation applicable to KAZAKH METALS.

         (p)      Finder's Fees. KAZAKH METALS is not, and on the Closing Date
                  will not be liable or obligated to pay any finder's, agent's
                  or broker's fee arising out of or in connection with this
                  Agreement or the transactions contemplated by this Agreement.

4.2      Disclosure. At the date of this Agreement, KAZAKH METALS and those
         Shareholders listed in Exhibit A have, and at the Closing Date they
         will have, disclosed all events, conditions and facts materially
         affecting the business and prospects of KAZAKH METALS. KAZAKH METALS
         and such Shareholders have not now and will not have at the Closing
         Date, withheld knowledge of any such events, conditions or facts which
         they know, or have reasonable grounds to know, may materially affect
         KAZAKH METALS's business and prospects. Neither this Agreement nor any
         certificate, exhibit, schedule or other written document or statement,
         furnished to BEKEM METALS by KAZAKH METALS and/or by such Shareholders
         in connection with the transactions contemplated by this Agreement
         contains or will contain any untrue statement of a material fact or
         omits or will omit to state a material fact necessary to be stated in
         order to make the statements contained herein or therein not
         misleading.


                                    Section 5
                 Representations and Warranties by BEKEM METALS

5.1      Subject to the schedule of exceptions, attached hereto and incorporated
         herein by this reference, (which schedules shall be acceptable to
         KAZAKH METALS), BEKEM METALS represents and warrants to KAZAKH METALS
         and those Shareholders listed in Exhibit A as follows:

         (a)      Organization and Good Standing. BEKEM METALS is currently a
                  corporation duly organized, validly existing and in good
                  standing under the laws of the State of Utah and has full
                  corporate power and authority to own or lease its properties
                  and to carry on its business as now being conducted and as
                  proposed to be conducted. BEKEM METALS is qualified to conduct
                  business as a foreign corporation in no other jurisdiction,
                  and the failure to so qualify in any other jurisdiction does

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                  not materially, adversely affect the ability of BEKEM METALS
                  to carry on its business as most recently conducted. The
                  Articles of Incorporation of BEKEM METALS and all amendments
                  thereto as presently in effect, certified by the Secretary of
                  State of Utah, and the Bylaws of BEKEM METALS as presently in
                  effect, certified by the President and Secretary of BEKEM
                  METALS, have been delivered to KAZAKH METALS and are complete
                  and correct and since the date of such delivery, there has
                  been no amendment, modification or other change thereto.

         (b)      Capitalization. BEKEM METALS's authorized capital stock
                  consists of 150,000,000 shares of $.001 par value Common stock
                  (defined above as "BEKEM METALS Common Stock"), of which not
                  more than 38,888,888 will be issued and outstanding, prior to
                  Closing Date. Except as set forth in Schedule 5.1(b), no other
                  equity securities or debt obligations of BEKEM METALS are
                  authorized, issued or outstanding and as of the Closing, there
                  will be no other outstanding options, warrants, agreements,
                  contracts, calls, commitments or demands of any character,
                  preemptive or otherwise, other than this Agreement, relating
                  to any of the BEKEM METALS Common Stock, and there will be no
                  outstanding security of any kind convertible into BEKEM METALS
                  Common Stock. The shares of BEKEM METALS Common Stock are free
                  and clear of all liens, charges, claims, pledges, restrictions
                  and encumbrances whatsoever of any kind or nature that would
                  inhibit, prevent or otherwise interfere with the transactions
                  contemplated hereby. All of the outstanding BEKEM METALS
                  Common Stock are validly issued, fully paid and nonassessable
                  and there are no voting trust agreements or other contracts,
                  agreements or arrangements restricting or affecting voting or
                  dividend rights or transferability with respect to the
                  outstanding shares of BEKEM METALS Common Stock.

         (c)      Issuance of Exchange Stock. All of the BEKEM METALS Common
                  Stock to be issued to or transferred to KAZAKH METALS
                  Shareholders pursuant to this Agreement, when issued,
                  transferred and delivered as provided herein, will be duly
                  authorized, validly issued, fully paid and nonassessable, and
                  will be free and clear of all liens, charges, claims, pledges,
                  restrictions and encumbrances whatsoever of any kind or
                  nature, except those restrictions imposed by State or Federal
                  corporate and securities regulations.

         (d)      Shareholder Approval. BEKEM METALS will not be required to
                  obtain any approval of the transaction set forth in this
                  Agreement by its shareholders under the laws of the State of
                  Utah.

         (e)      No Violation. Neither the execution and delivery of this
                  Agreement nor the consummation of the transactions
                  contemplated hereby nor compliance by BEKEM METALS with any of
                  the provisions hereof will:

                  (1)      violate or conflict with, or result in a breach of
                           any provisions of, or constitute a default ( or an
                           event which, with notice or lapse of time or both,
                           would constitute a default) under, any of the terms,
                           conditions or provisions of the Articles of

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                           Incorporation or Bylaws of BEKEM METALS or any note,
                           bond, mortgage, indenture, deed of trust, license,
                           agreement or other instrument to which BEKEM METALS
                           is a party, or by which it or its properties or
                           assets may be bound or affected; or

                  (2)      violate any order, writ, injunction or decree, or any
                           statute, rule, permit, or regulation applicable to
                           BEKEM METALS or any of its properties or assets.

         (f)      Subsidiaries. Except as set forth in Schedule 5.1 (f), BEKEM
                  METALS has no subsidiaries and no investments, directly or
                  indirectly, or other financial interest in any other
                  corporation or business organization, joint venture or
                  partnership of any kind whatsoever.

         (g)      Financial Statements. BEKEM METALS will deliver to KAZAKH
                  METALS prior to Closing, copies of all of BEKEM METALS's
                  audited financial statements for the period ended December 31,
                  2004 and unaudited financial statements through September 30,
                  2005, all of which are true and complete and have been
                  prepared in accordance with generally accepted accounting
                  principles.

         (h)      SEC Filings. BEKEM METALS will deliver to KAZAKH METALS prior
                  to Closing, copies of all of BEKEM METALS's recent filings
                  made with the Securities and Exchange Commission ("SEC"
                  including Forms 10-KSB and 10-QSB and any proxy material).

         (i)      Absence of Certain Changes. Since September 30, 2005 there has
                  been no material change in BEKEM METALS's financial
                  conditions, assets or liabilities, except as set forth in
                  Schedule 5.1(i).

         (j)      Absence of Undisclosed Liabilities. Except as disclosed in
                  BEKEM METALS's Financial Statements, BEKEM METALS did not
                  have, as of the Closing Date, any liabilities (secured or
                  unsecured and whether accrued, absolute, direct, indirect or
                  otherwise) which were incurred after September 30, 2005, and
                  would be individually or in the aggregate, material to the
                  results of operation or financial condition of BEKEM METALS.

         (k)      Litigation. There are no outstanding orders, judgments,
                  injunctions, awards or decrees of any court, governmental or
                  regulatory body or arbitration tribunal against BEKEM METALS
                  or its properties. There are no actions, suits or proceedings
                  pending, or, to the knowledge of BEKEM METALS, threatened
                  against or relating to BEKEM METALS. BEKEM METALS is not, and
                  on the Closing Date will not be, in default under or with
                  respect to any judgment, order, writ, injunction or decree of
                  any court or of any federal, state, municipal or other
                  governmental authority, department, commission, board, agency
                  or other instrumentality; and BEKEM METALS has, and on the

                                       11
<PAGE>

                  Closing Date will have, complied in all material respects with
                  all laws, rules, regulations and orders applicable to it, if
                  any.

         (l)      Contracts. BEKEM METALS is not a party to any written or oral
                  commitment for capital expenditures except as contemplated by
                  this Agreement. BEKEM METALS is not a party to, nor is its
                  property bound by any written or oral, express or implied,
                  agreement, contract or other contractual obligation including,
                  without limitation, any real or personal property leases, any
                  employment agreements, any consulting agreements any personal
                  services agreements or any other agreements that require BEKEM
                  METALS to pay any money or deliver any assets or services.
                  BEKEM METALS has in all material respects performed all
                  obligations required to be performed by it to date and is not
                  in default in any material respect under any agreements or
                  other documents to which it was a party.

         (m)      Tax Matters. Except as set forth in Schedule 5.1(m), all
                  federal, foreign, state and local tax returns, reports and
                  information statements required to be filed by or with respect
                  to the activities of BEKEM METALS have been filed for all the
                  years and periods for which such returns and statements were
                  due, including extensions thereof. Since September 30, 2005
                  BEKEM METALS has not incurred any liability with respect to
                  any federal, foreign, state or local taxes except in the
                  ordinary and regular course of business. Such returns, reports
                  and information statements are true and correct in all
                  material respects insofar as they relate to the activities of
                  BEKEM METALS. On the date of this Agreement, BEKEM METALS is
                  not delinquent in the payment of any such tax or assessment,
                  and no deficiencies for any amount of such tax have been
                  proposed or assessed. Any tax sharing agreement among or
                  between BEKEM METALS and any affiliate thereof shall be
                  terminated as of the Closing Date.

         (n)      Authority to Execute Agreement. The Board of Directors of
                  BEKEM METALS, pursuant to the power and authority legally
                  vested in it, has duly authorized the execution and delivery
                  by BEKEM METALS of this Agreement and the Exchange Stock, and
                  has duly authorized each of the transactions hereby
                  contemplated. BEKEM METALS has the power and authority to
                  execute and deliver this Agreement, to consummate the
                  transactions hereby contemplated and to take all other actions
                  required to be taken by it pursuant to the provisions hereof.
                  BEKEM METALS has taken all the actions required by law, its
                  Certificate of Incorporation, as amended, its Bylaws, as
                  amended, applicable state law or otherwise to authorize the
                  execution and delivery of the Exchange Stock pursuant to the
                  provisions hereof. This Agreement is valid and binding upon
                  BEKEM METALS in accordance with its terms.

         (o)      Finder's Fees. BEKEM METALS is not, and on the Closing Date,
                  will not be liable or obligated to pay any finder's, agent's

                                       12
<PAGE>

                  or broker's fee arising out of or in connection with this
                  Agreement or the transactions contemplated by this Agreement.

         (p)      Books and Records. The books and records of BEKEM METALS are
                  complete and correct, are maintained in accordance with good
                  business practice and accurately present and reflect in all
                  material respects, all of the transactions therein described
                  and there have been no transactions involving BEKEM METALS
                  which properly should have been set forth therein and which
                  have not been accurately so set forth.

5.2      Disclosure. BEKEM METALS has and at the Closing Date it will have,
         disclosed all events, conditions and facts materially affecting the
         business and prospects of BEKEM METALS. BEKEM METALS has not now and
         will not have at the Closing Date, withheld knowledge of any such
         events, conditions and facts which it knows, or has reasonable grounds
         to know, may materially affect BEKEM METALS's business and prospects.
         Neither this Agreement, nor any certificate, exhibit, schedule or other
         written document or statement, furnished to KAZAKH METALS or the KAZAKH
         METALS Shareholders by BEKEM METALS in connection with the transactions
         contemplated by this Agreement contains or will contain any untrue
         statement of a material fact or omits or will omit to state a material
         fact necessary to be stated in order to make the statements contained
         herein or therein not misleading.


                                    Section 6
                             Access and Information

6.1      As to KAZAKH METALS. Subject to the protections provided by subsection
         9.4 herein, KAZAKH METALS shall give to BEKEM METALS and to BEKEM
         METALS's counsel, accountants and other representatives full access
         during normal business hours throughout the period prior to the
         Closing, to all of KAZAKH METALS's properties, books, contracts,
         commitments, and records, including information concerning products and
         customer base, and patents held by, or assigned to, KAZAKH METALS, and
         furnish BEKEM METALS during such period with all such information
         concerning KAZAKH METALS's affairs as BEKEM METALS reasonably may
         request.

6.2      As to BEKEM METALS. Subject to the protections provided by subsection
         9.4 herein, BEKEM METALS shall give to KAZAKH METALS, the KAZAKH METALS
         Shareholders and their counsel, accountants and other representatives,
         full access, during normal business hours throughout the period prior
         to the Closing, to all of BEKEM METALS's properties, books, contracts,
         commitments, and records, if any, and shall furnish KAZAKH METALS and
         the KAZAKH METALS Shareholders during such period with all such
         information concerning BEKEM METALS's affairs as KAZAKH METALS and the
         KAZAKH METALS Shareholders reasonably may request.

                                       13
<PAGE>

                                    Section 7
               Covenants of KAZAKH METALS and Certain Shareholders

7.1      No Solicitation. For a period of forty-five (45) days from the date of
         this Agreement, KAZAKH METALS and those Shareholders listed on Exhibit
         A, to the extent within each Shareholder's control, will use their best
         efforts to cause its officers, employees, agents and representatives
         not, directly or indirectly, to solicit, encourage, or initiate any
         discussions with, or indirectly to solicit, encourage, or initiate any
         discussions with, to, any person or entity other than BEKEM METALS and
         its officers, employees, and agents, concerning any merger, sale of
         substantial assets, or similar transaction involving KAZAKH METALS, or
         any sale of any of its capital stock or of the capital stock held by
         such Shareholders in excess of fifty percent (50%) of such
         Shareholder's current stock holdings except as otherwise disclosed in
         this Agreement. KAZAKH METALS will notify BEKEM METALS immediately upon
         receipt of an inquiry, offer, or proposal relating to any of the
         foregoing. None of the foregoing shall prohibit providing information
         to others in a manner in keeping with the ordinary conduct of KAZAKH
         METALS's business, or providing information to government authorities.

7.2      Conduct of Business Pending the Transaction. KAZAKH METALS and those
         Shareholders listed on Exhibit A, to the extent within each
         Shareholder's control, covenant and agree with BEKEM METALS that, prior
         to the consummation of the transaction called for by this Agreement,
         and Closing, or the termination of this Agreement pursuant to its
         terms, unless BEKEM METALS shall otherwise consent in writing, and
         except as otherwise contemplated by this Agreement, KAZAKH METALS and
         those Shareholders listed on Exhibit A, to the extent within each
         Shareholder's control, will comply with each of the following:

         (a)      Its business shall be conducted only in the ordinary and usual
                  course. KAZAKH METALS shall use reasonable efforts to keep
                  intact its business organization and good will, keep available
                  the services of its respective officers and employees, and
                  maintain good relations with suppliers, creditors, employees,
                  customers, and others having business or financial
                  relationships with it, and it shall immediately notify BEKEM
                  METALS of any event or occurrence which is material to, and
                  not in the ordinary and usual course of business of KAZAKH
                  METALS.

         (b)      It shall not (i) amend its Articles of Incorporation or Bylaws
                  or (ii) split, combine, or reclassify any of its outstanding
                  securities, or declare, set aside, or pay any dividend or
                  other distribution on, or make or agree or commit to make any
                  exchange for or redemption of any such securities payable in
                  cash, stock or property.

         (c)      It shall not (i) issue or agree to issue any additional shares
                  of, or rights of any kind to acquire any shares of, its
                  capital stock of any class, or (ii) enter into any contract,

                                       14
<PAGE>

                  agreement, commitment, or arrangement with respect to any of
                  the foregoing, except as set forth in this Agreement.

         (d)      It shall not create, incur, or assume any long-term or
                  short-term indebtedness for money borrowed or make any capital
                  expenditures or commitment for capital expenditures, except in
                  the ordinary course of business and consistent with past
                  practice.

         (e)      It shall not (i) adopt, enter into, or amend any bonus, profit
                  sharing, compensation, stock option, warrant, pension,
                  retirement, deferred compensation, employment, severance,
                  termination or other employee benefit plan, agreement, trust
                  fund, or arrangement for the benefit or welfare of any
                  officer, director, or employee, or (ii) agree to any material
                  (in relation to historical compensation) increase in the
                  compensation payable or to become payable to, or any increase
                  in the contractual term of employment of, any officer,
                  director or employee except, with respect to employees who are
                  not officers or directors, in the ordinary course of business
                  in accordance with past practice, or with the written approval
                  of BEKEM METALS.

         (f)      It shall not sell lease, mortgage, encumber, or otherwise
                  dispose of or grant any interest in any of its assets or
                  properties except for: (i) sales, encumbrances, and other
                  dispositions or grants in the ordinary course of business and
                  consistent with past practice; (ii) liens for taxes not yet
                  due; (iii) liens or encumbrances that are not material in
                  amount or effect and do not impair the use of the property, or
                  (iv) as specifically provided for or permitted in this
                  Agreement.

         (g)      It shall not enter into any material agreement, commitment, or
                  understanding, whether in writing or otherwise, with respect
                  to any of the matters referred to in subparagraphs (a) through
                  (f) above.

         (h)      It will continue properly and promptly to file when due all
                  federal, state, local, foreign, and other tax returns,
                  reports, and declarations required to be filed by it, and will
                  pay, or make full and adequate provision for the payment of,
                  all taxes and governmental charges due from or payable by it.

         (i)      It will comply with all laws and regulations applicable to it
                  and its operations.


                                    Section 8
                            Covenants of BEKEM METALS

8.1      No Solicitation. For a period of forty-five (45) days from the date of
         this Agreement, BEKEM METALS will not discuss or negotiate with any
         other corporation, firm or other person or entertain or consider any
         inquiries or proposals relating to the possible disposition of its
         shares of capital stock, or its assets, and will conduct business only

                                       15
<PAGE>

         in the ordinary course. Notwithstanding the foregoing, BEKEM METALS
         shall be free to engage in activities mentioned in the preceding
         sentence, which are designed to further the mutual interests of the
         parties to this Agreement.

8.2      Conduct of BEKEM METALS Pending Closing. BEKEM METALS covenants and
         agrees with KAZAKH METALS that, prior to the consummation of the
         transactions called for by this Agreement, and Closing, or the
         termination of this Agreement pursuant to its terms, unless KAZAKH
         METALS shall otherwise consent in writing, and except as otherwise
         contemplated by this Agreement, BEKEM METALS will comply with each of
         the following.

         (a)      No change will be made in BEKEM METALS's Certificate of
                  Incorporation or Bylaws or in BEKEM METALS's authorized or
                  issued shares of stock, except as contemplated in this
                  Agreement or as may be first approved in writing by KAZAKH
                  METALS.

         (b)      No dividends shall be declared, no stock options granted and
                  no employment agreements shall be entered into with officers
                  or directors in BEKEM METALS, except as may be first approved
                  in writing by KAZAKH METALS.

         (c)      It shall not (i) issue or agree to issue any additional shares
                  of, or rights of any kind to acquire any shares of, its
                  capital stock of any class, or (ii) enter into any contract,
                  agreement, commitment, or arrangement with respect to any of
                  the foregoing, except as set forth in this Agreement.

         (d)      It shall not create, incur, or assume any long-term or
                  short-term indebtedness for money borrowed or make any capital
                  expenditures or commitment for capital expenditures, except in
                  the ordinary course of business and consistent with past
                  practice.

         (e)      It shall not (i) adopt, enter into, or amend any bonus, profit
                  sharing, compensation, stock option, warrant, pension,
                  retirement, deferred compensation, employment, severance,
                  termination or other employee benefit plan, agreement, trust
                  fund, or arrangement for the benefit or welfare of any
                  officer, director, or employee, or (ii) agree to any material
                  (in relation to historical compensation) increase in the
                  compensation payable or to become payable to, or any increase
                  in the contractual term of employment of, any officer,
                  director or employee except, with respect to employees who are
                  not officers or directors, in the ordinary course of business
                  in accordance with past practice, or with the written approval
                  of BEKEM METALS.

         (f)      It shall not sell lease, mortgage, encumber, or otherwise
                  dispose of or grant any interest in any of its assets or
                  properties except for: (i) sales, encumbrances, and other
                  dispositions or grants in the ordinary course of business and

                                       16
<PAGE>

                  consistent with past practice; (ii) liens for taxes not yet
                  due; (iii) liens or encumbrances that are not material in
                  amount or effect and do not impair the use of the property, or
                  (iv) as specifically provided for or permitted in this
                  Agreement.

         (g)      It shall not enter into any material agreement, commitment, or
                  understanding, whether in writing or otherwise, with respect
                  to any of the matters referred to in subparagraphs (a) through
                  (f) above.

         (h)      It will continue properly and promptly to file when due all
                  federal, state, local, foreign, and other tax returns,
                  reports, and declarations required to be filed by it, and will
                  pay, or make full and adequate provision for the payment of,
                  all taxes and governmental charges due from or payable by it.

         (i)      It will comply with all laws and regulations applicable to it
                  and its operations.


                                    Section 9
                      Additional Covenants of the Parties

9.1      Cooperation. Both KAZAKH METALS and BEKEM METALS will cooperate with
         each other and their respective counsel, accountants and agents in
         carrying out the transaction contemplated by this Agreement, and in
         delivering all documents and instruments deemed reasonably necessary or
         useful by the other party. Furthermore, both KAZAKH METALS and BEKEM
         METALS shall collaborate on the preparation and dissemination of an
         offer, which the Board of Directors of KAZAKH METALS shall approve and
         recommend, to the KAZAKH METALS Stockholders, to exchange their
         outstanding shares of KAZAKH METALS Common Stock for shares of BEKEM
         METALS Common Stock.

9.2      Expenses. Each of the parties hereto shall pay all of its respective
         costs and expenses (including attorneys' and accountants' fees, costs
         and expenses) incurred in connection with this Agreement and the
         consummation of the transactions contemplated herein.

9.3      Publicity. Prior to the Closing, any written news releases or public
         disclosure by either party pertaining to this Agreement shall be
         submitted to the other party for its review and approval prior to such
         release or disclosure, provided, however, that (a) such approval shall
         not be unreasonably withheld, and (b) such review and approval shall
         not be required of disclosures required to comply, in the judgment of
         counsel, with federal or state securities or corporate laws or
         policies.

9.4      Confidentiality. While each party is obligated to provide access to and
         furnish information in accordance with Section 6 herein, it is
         understood and agreed that such disclosure and information subsequently
         obtained as a result of such disclosures are proprietary and

                                       17
<PAGE>

         confidential in nature. Each party agrees to hold such information in
         confidence and not to reveal any such information to any person who is
         not a party to this Agreement, or an officer, director or key employee
         thereof, and not to use the information obtained for any purpose other
         than assisting in its due diligence inquiry in conjunction with the
         transaction contemplated by this Agreement. Upon request of any party,
         a confidentiality agreement, acceptable to the disclosing party, will
         be executed by any person selected to receive such proprietary
         information, prior to receipt of such information.


                                   Section 10
              Survival of Representations, Warranties and Covenants

10.1 The representations, warranties and covenants of KAZAKH METALS and those
Shareholders listed in Exhibit A contained herein shall survive the execution
and delivery of this Agreement, the Closing and the consummation of the
transactions called for by this Agreement. The representations, warranties and
covenants of BEKEM METALS contained herein shall survive the execution and
delivery of this Agreement, the Closing and the consummation of the transactions
called for by this Agreement.


                                   Section 11
                 Conditions Precedent to Obligations of Parties

11.1     Conditions to Obligations of the Parties. The obligations of BEKEM
         METALS, KAZAKH METALS and those Shareholders listed in Exhibit A under
         this Agreement shall be subject to the fulfillment, on or prior to the
         Closing, of all conditions elsewhere herein set forth, including, but
         not limited to, receipt by the appropriate party of all deliveries
         required by Sections 4 and 5 herein, and fulfillment, prior to Closing,
         of each of the following conditions:

         (a)      All representations and warranties made by KAZAKH METALS
                  Shareholders listed in Exhibit A and BEKEM METALS in this
                  Agreement shall be true and correct in all material respects
                  on and as of the Closing Date with the same effect as if such
                  representations and warranties had been made on and as of the
                  Closing Date.

         (b)      KAZAKH METALS Shareholders listed in Exhibit A and BEKEM
                  METALS shall have performed or complied with all covenants,
                  agreements and conditions contained in this Agreement on their
                  part required to be performed or complied with at or prior to
                  the Closing.

         (c)      All material authorizations, consents or approvals of any and
                  all governmental regulatory authorities necessary in
                  connection with the consummation of the transactions
                  contemplated by this Agreement shall have been obtained and be
                  in full force and effect.

                                       18
<PAGE>

         (d)      The Closing shall not violate any permit or order, decree or
                  judgment of any court or governmental body having competent
                  jurisdiction and there shall not have been instituted any
                  legal or administrative action or proceeding to enjoin the
                  transaction contemplated hereby or seeking damages from any
                  party with respect thereto.

11.2     Conditions to Obligations of BEKEM METALS. The obligations of BEKEM
         METALS to consummate the transactions contemplated herein are subject
         to satisfaction (or waiver by it) of the following conditions:

         (a)      Each KAZAKH METALS Shareholder acquiring Exchange Stock will
                  be required, at Closing, to submit an agreement confirming
                  that all the Exchange Stock received will be acquired for
                  investment and not with a view to, or for sale in connection
                  with, any distribution thereof, and agreeing not to transfer
                  any of the Exchange Stock for a period of two years from the
                  date of the Closing, except for those transfers falling within
                  the exemption from registration under the Securities Act of
                  1933 and any applicable state securities laws, which transfers
                  do not constitute a public distribution of securities, and in
                  which the transferees execute an investment letter in form and
                  substance satisfactory to counsel for BEKEM METALS. The
                  foregoing provision shall not prohibit the registration of
                  those shares at any time following the Closing. Each KAZAKH
                  METALS Shareholder acquiring Exchange Stock will be required
                  to transfer to BEKEM METALS at the Closing his/her respective
                  KAZAKH METALS Shares, free and clear of all liens, mortgages,
                  pledges, encumbrances or changes, whether disclosed or
                  undisclosed.

         (b)      All schedules, prepared by KAZAKH METALS shall be current or
                  updated as necessary as of the Closing Date.

         (c)      Each party shall have received favorable opinions from the
                  other party's counsel on such matters in connection with the
                  transactions contemplated by this Agreement as are reasonable.

         (d)      If shareholders, who in the aggregate own five percent (5%) or
                  more of the KAZAKH METALS shares of Common Stock, dissent from
                  the proposed share exchange, or are unable or for any reason
                  refuse to transfer any or all of their KAZAKH METALS shares of
                  Common Stock to BEKEM METALS in accordance with Section 1 of
                  this Agreement, BEKEM METALS, at its option, may terminate
                  this Agreement.

         (e)      Each party shall have satisfied itself that since the date of
                  this Agreement the business of the other party has been
                  conducted in the ordinary course. In addition, each party
                  shall have satisfied itself that no withdrawals of cash or
                  other assets have been made and no indebtedness has been

                                       19
<PAGE>

                  incurred since the date of this Agreement, except in the
                  ordinary course of business or with respect to services
                  rendered or expenses incurred in connection with the Closing
                  of this Agreement, unless said withdrawals or indebtedness
                  were either authorized by the terms of this Agreement or
                  subsequently consented to in writing by the parties.

         (g)      Each party covenants that, to the best of its knowledge, it
                  has complied in all material respects with all applicable
                  laws, orders and regulations of federal, state, municipal
                  and/or other governments and/or any instrumentality thereof,
                  domestic or foreign, applicable to their assets, to the
                  business conducted by them and to the transactions
                  contemplated by this Agreement.

11.3     Conditions to Obligation of KAZAKH METALS and the KAZAKH METALS
         Shareholders. The obligations of KAZAKH METALS and the KAZAKH METALS
         Shareholders listed in Exhibit A to consummate the transactions
         contemplated herein are subject to satisfaction (or waiver by them) of
         the following conditions:

         (a)      BEKEM METALS shall have provided to KAZAKH METALS through
                  September 30, 2005, all unaudited financial statements
                  prepared in accordance with generally accepted accounting
                  principles by independent accountants of BEKEM METALS. BEKEM
                  METALS shall also provide, as of a date within thirty days of
                  Closing, an update on any material change in the
                  aforementioned financial statements.

         (b)      Each party shall have granted to the other party (acting
                  through its management personnel, counsel, accountants or
                  other representatives designated by it) full opportunity to
                  examine its books and records, properties, plants and
                  equipment, proprietary rights and other instruments, rights
                  and papers of all kinds in accordance with Sections 4 and 5
                  hereof, and each party shall be satisfied to proceed with the
                  transactions contemplated by this Agreement upon completion of
                  such examination and investigation.

         (c)      BEKEM METALS and KAZAKH METALS shall agree to indemnify each
                  other party against any liability to any broker or finder to
                  which that party may become obligated.

         (d)      The Exchange shall be approved by the Board of Directors of
                  both KAZAKH METALS and BEKEM Metals. Furthermore, the Exchange
                  shall be approved by the shareholders of KAZAKH METALS and
                  BEKEM METALS, if deemed necessary or appropriate by counsel
                  for the same, within thirty (30) days following execution of
                  this Agreement. If such a meeting is deemed necessary, the
                  management of KAZAKH METALS and BEKEM METALS agree to
                  recommend approval to their respective Shareholders and to
                  solicit proxies in support of the same.

         (f)      KAZAKH METALS agrees, immediately following the Closing of
                  this Agreement, to use its best efforts to amend BEKEM

                                       20
<PAGE>

                  METALS's Certificate of Incorporation to change BEKEM METALS's
                  name to "Bekem Metals, Inc." or to a name that is
                  substantially similar.

         (g)      BEKEM METALS and KAZAKH METALS and their respective legal
                  counsel shall have received copies of all such certificates,
                  opinions and other documents and instruments as each party or
                  its legal counsel may reasonably request pursuant to this
                  Agreement or otherwise in connection with the consummation of
                  the transactions contemplated hereby, and all such
                  certificates, opinions and other documents and instruments
                  received by each party shall be reasonably satisfactory, in
                  form and substance, to each party and its legal counsel.

         (h)      Both KAZAKH METALS and BEKEM METALS shall have the right to
                  waive any or all of the conditions precedent to its
                  obligations hereunder not otherwise legally required;
                  provided, however, that no waiver by a party of any condition
                  precedent to its obligations hereunder shall constitute a
                  waiver by such party of any other condition.

         (i)      BEKEM METALS shall have obtained all necessary Blue Sky
                  approvals or exemptions for the issuance of the Exchange Stock
                  required prior to the Closing Date


                                   Section 12
                         Termination, Amendment, Waiver

12.1     This Agreement may be terminated at any time prior to the Closing, and
         the contemplated transactions abandoned, without liability to either
         party, except with respect to the obligations of BEKEM METALS, KAZAKH
         METALS and those KAZAKH METALS Shareholders listed in Exhibit A under
         Section 9.4 hereof:

         (a)      By mutual agreement of BEKEM METALS and KAZAKH METALS;

         (b)      If the Closing (as defined in Section 3) has not have taken
                  place on or prior to January 31, 2006, this Agreement can be
                  terminated upon written notice given by BEKEM METALS or KAZAKH
                  METALS which is not in material default;

         (c)      By BEKEM METALS, if in its reasonable believe there has been a
                  material misrepresentation or breach of warranty on the part
                  of any Shareholder listed in Exhibit A in the representations
                  and warranties set forth in the Agreement.

         (d)      By KAZAKH METALS or a majority of those Shareholders listed in
                  Exhibit A (as measured by their equity interest) if, in the
                  reasonable belief of KAZAKH METALS or any such Shareholders,

                                       21
<PAGE>

                  there has been a material misrepresentation or breach of
                  warranty on the part of BEKEM METALS in the representations
                  and warranties set forth in the Agreement;

         (e)      By BEKEM METALS if, in its opinion or that of its counsel, the
                  Exchange does not qualify for exemption from registration
                  under applicable federal and state securities laws, or
                  qualification, if obtainable, cannot be accomplished in BEKEM
                  METALS's opinion or that of its counsel, without unreasonable
                  expense or effort;

         (f)      By BEKEM METALS or by a majority of those Shareholders listed
                  in Exhibit A (as measured by their equity interest) if either
                  party shall determine in its sole discretion that the Exchange
                  has become inadvisable or impracticable by reason of the
                  institution or threat by state, local or federal governmental
                  authorities or by any other person of material litigation or
                  proceedings against any party [it being understood and agreed
                  that a written request by a governmental authority for
                  information with respect to the Exchange, which information
                  could be used in connection with such litigation or
                  proceedings, may be deemed to be a threat of material
                  litigation or proceedings regardless of whether such request
                  is received before or after the signing of this Agreement];

         (g)      By BEKEM METALS if the business or assets or financial
                  condition of KAZAKH METALS, taken as a whole, have been
                  materially and adversely affected, whether by the institution
                  of litigation or by reason of changes or developments or in
                  operations in the ordinary course of business or otherwise;
                  or, by a majority of those Shareholders listed in Exhibit A
                  (as measured by their equity interest) if the business or
                  assets or financial condition of BEKEM METALS, taken as a
                  whole, have been materially and adversely affected, whether by
                  the institution of litigation or by reason of changes or
                  developments or in operations in the ordinary course of
                  business or otherwise;

         (h)      By BEKEM METALS if holders of five percent (5%) or more of the
                  KAZAKH METALS Shares fail to tender their stock at the Closing
                  of the Exchange;

         (i)      By BEKEM METALS or KAZAKH METALS if, in the opinion of BEKEM
                  METALS's independent accountants, it should appear that the
                  combined entity will not be auditable to SEC accounting
                  standards;

         (j)      By KAZAKH METALS if BEKEM METALS fails to perform material
                  conditions set forth in Sub-Section 11.1 and 11.3 herein;

         (k)      By KAZAKH METALS if examination of BEKEM METALS's books and
                  records pursuant to Section 5 herein uncovers a material
                  deficiency;

         (l)      By BEKEM METALS if KAZAKH METALS fails to perform material
                  conditions set forth in Sub-Section 11.1 and 11.2 herein; and

                                       22
<PAGE>

         (m)      By BEKEM METALS if examination of KAZAKH METALS's books and
                  records pursuant to Section 4 herein uncovers a material
                  deficiency.

12.2     No modification or amendment of any provision of this Agreement shall
         be effective unless specifically made in writing and duly signed by the
         party to be bound.


                                   Section 13
                                  Miscellaneous

13.1     Entire Agreement. This Agreement (including the Exhibits and Schedules
         hereto) contains the entire agreement between the parties with respect
         to the transactions contemplated hereby, and supersedes all
         negotiations, representations, warranties, commitments, offers,
         contracts, and writings prior to the date hereof. No waiver and no
         modification or amendment of any provision of this Agreement shall be
         effective unless specifically made in writing and duly signed by the
         party to be bound thereby.

13.2     Binding Agreement.

         (a)      This Agreement shall become binding upon the parties when, but
                  only when, it shall have been signed on behalf of all parties.

         (b)      Subject to the condition stated in subsection (a), above, this
                  Agreement shall be binding upon, and inure to the benefit of,
                  the respective parties and their legal representatives,
                  successors and assigns. This Agreement, in all of its
                  particulars, shall be enforceable by the means set forth in
                  subsection 13.9 for the recovery of damages or by way of
                  specific performance and the terms and conditions of this
                  Agreement shall remain in full force and effect subsequent to
                  Closing and shall not be deemed to be merged into any
                  documents conveyed and delivered at the time of Closing. In
                  the event that subsection 13.9 is found to be unenforceable as
                  to any party for any reason or is not invoked by any party,
                  and any person is required to initiate any action at law or in
                  equity for the enforcement of this Agreement, the prevailing
                  party in such litigation shall be entitled to recover from the
                  party determined to be in default, all of its reasonable costs
                  incurred in said litigation, including attorneys' fees.

13.3     Shareholders Owning at Least Five Percent (5%) of the Outstanding
         Common Stock of KAZAKH METALS. The Shareholders of the outstanding
         common stock of KAZAKH METALS (see Exhibit A hereto) are only executing
         this Agreement with respect to Sections 3.4, 4, 7, 9.4, 10, 11.1 and
         11.3, 12.1(d and f ), 13.2, 13.3, 13.4, 13.8, and 13.9.

                                       23
<PAGE>

13.4     Counterparts. This Agreement may be executed in one or more
         counterparts, each of which may be deemed an original, but all of which
         together, shall constitute one and the same instrument.

13.5     Severability. If any provisions hereof are to be held invalid or
         unenforceable by any court of competent jurisdiction or as a result of
         future legislative action, such holding or action shall be strictly
         construed and shall not affect the validity or effect or any other
         provision hereof.

13.6     Assignability. This Agreement shall be binding upon and inure to the
         benefit of the successors and assigns of the parties hereto; provided,
         that neither this Agreement nor any right hereunder shall be assignable
         by KAZAKH METALS or BEKEM METALS without prior written consent of the
         other party.

13.7     Captions. The captions of the various Sections of this Agreement have
         been inserted only for convenience of reference and shall not be deemed
         to modify, explain, enlarge or restrict any of the provisions of this
         Agreement.

13.8     Governing Law. The validity, interpretation and effect of this
         Agreement shall be governed exclusively by the laws of the State of
         Utah.

13.9     Dispute Resolution. In the event of a dispute between the parties
         hereto involving a claim of breach of representation or warranty
         hereunder, or to enforce a covenant herein (either or both of which are
         referred to hereafter as a "Claim"), if it is the desire of any party
         for quick resolution, the rights and obligations of the parties hereto
         arising under the terms of this Agreement with respect to such Claims
         and/or resolution of such disputes will be by the means of the judgment
         of an independent third party ("Rent-A-Judge") who has been selected
         and hired through the mutual agreement of the parties. The utilization
         of this subsection 13.9, if invoked by any party hereto, shall be the
         exclusive remedy for resolving a Claim regardless of whether legal
         action has or has not been otherwise instituted. If legal action has
         been instituted by any party, and this subsection 13.9 is invoked in a
         timely manner, any such legal action shall be void ab initio and
         immediately withdrawn.

         (a)      In the event of a Claim by any party, any party may make a
                  written request upon the other parties for a "Rent-A-Judge." A
                  request by any party for the employment of a "Rent-A-Judge" to
                  resolve the Claim shall be binding on all other parties to
                  this Agreement in accordance with the terms hereof.

                  The parties may agree upon one "Rent-A-Judge," but in the
                  event that they cannot agree, there shall be three, one named
                  in writing by each of the parties within twenty (20) days
                  after the initial demand for employment of a "Rent-A-Judge,"
                  and a third chosen by the two appointed. Should either party
                  refuse or neglect to join in the appointment of the

                                       24
<PAGE>

                  "Rent-A-Judge(s)" or to furnish the "Rent-A-Judge(s) with any
                  papers or information demanded, the "Rent-A-Judge(s)" are
                  empowered by all parties to this Agreement to proceed ex
                  parte.

         (b)      Claim resolution proceedings shall take place in the City or
                  County of Salt Lake, State of Utah, and the hearing before the
                  "Rent-A-Judge(s)" of the matter to be arbitrated shall be at
                  the time and place within said city or county as is selected
                  by the "Rent-A-Judge(s)." The "Rent-A-Judge(s)" shall select
                  such time and place promptly after appointment and shall give
                  written notice thereof to each party at least thirty (30) days
                  prior to the date so fixed. At the hearing, any relevant
                  evidence may be presented by either party, and the formal
                  rules of evidence applicable to judicial proceedings shall not
                  govern. Evidence may be admitted or excluded in the sole
                  discretion of the "Rent-A-Judge(s)." Said "Rent-A-Judge(s)"
                  shall hear and determine the matter and shall execute and
                  acknowledge their award in writing and cause a copy thereof to
                  be delivered to each of the parties.

         (c)      If there is only one (1) "Rent-A-Judge," his or her decision
                  shall be binding and conclusive on the parties, and if there
                  are three (3) "Rent-A-Judge(s)" the decision of any two (2)
                  shall be binding and conclusive.

         (d)      If three (3) "Rent-A-Judge(s)" are selected under the
                  foregoing procedure, but two (2) of the three (3) fail to
                  reach an agreement in the determination of the matter in
                  question, the matter shall be decided by three (3) new
                  "Rent-A-Judge(s)" who shall be appointed and shall proceed in
                  the same manner, and the process shall be repeated until a
                  decision is finally reached by two (2) of the three (3)
                  "Rent-A-Judge(s)" selected.

         (e)      The costs of such Claim resolution shall be borne by the
                  parties equally and each party shall pay its own attorneys'
                  fees; provided, however, that in the event either party
                  challenges or in any way seeks to have the Rent-A-Judge's
                  decision or award vacated or corrected or modified, if the
                  challenge is denied or the original decision or award is
                  affirmed, the challenging party shall pay the costs and fees,
                  including reasonable attorneys' fees, of the non-challenging
                  party, both for the challenge and for the original Claim
                  resolution process.


13.10    Notices. All notices, requests, demands and other communications under
         this Agreement shall be in writing and delivered in person or sent by
         certified mail, postage prepaid and properly addressed as follows:

                  To KAZAKH METALS:

                           Daniel Boland
                           Kazakh Metals, Inc.

                                       25
<PAGE>

                           4A Justora Street
                           Ruchedale, Queensland, Australia 4123
                           Fax 61 7 33 414 550

                  To BEKEM METALS:

                           Marat Cherdabayev, President
                           Bekem Metals Corporation
                           875 Donner Way, Suite 705
                           Salt Lake City, Utah 84108
                           Fax (801) 582-8600

                           With a Copy to:

                           Ronald Poulton
                           324 South 400 West, Suite 250
                           Salt Lake City, Utah 84101
                           Fax (801) 355-2990


         Any party may from time to time change its address for the purpose of
         notices to that party by a similar notice specifying a new address, but
         no such change shall be deemed to have been given until it is actually
         received by the respective party hereto.

         All notices and other communications required or permitted under this
         Agreement which are addressed as provided in this Section 13.10 if
         delivered personally, shall be effective upon delivery; and, if
         delivered by mail, shall be effective three days following deposit in
         the United States mail, postage prepaid.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.

                                                BEKEM METALS CORPORATION


                                                By: /s/ Marat Cherdabeyev
                                                   -----------------------------
                                                   Marat Cherdabeyev, President


                                                KAZAKH METALS, INC.


                                                By: /s/ Daniel Boland
                                                   -----------------------------
                                                   Daniel Boland, Director

                                       26
<PAGE>

                                  Exhibit List


Exhibit A:                Offshore Restricted Securities Agreement

Exhibit B:                Shareholders of Kazakh Metals, Inc.

Exhibit C:                Consent of Board of Directors of Kazakh Metals, Inc.

Exhibit D:                Consent of Board of Directors of Bekem Metals, Inc.



                                  Schedule List

Schedule 4.1(b):          Kazakh Metals, Inc., Common Stock, Options and
                          Warrants Outstanding

Schedule 4.1(c):          Kazakh Metals, Inc. Subsidiaries

Schedule 4.1(f):          Litigation Involving Kazakh Metals, Inc.

Schedule 4.1(h):          Absence of Certain Changes - Kazakh Metals, Inc.

Schedule 4.1(i):          Kazakh Metals, Inc. Employee Benefit Plans

Schedule 4.1(j):          Asset Ownership Exceptions

Schedule 4.1(l):          Operating Permits/Licenses

Schedule 5.1(b):          Bekem Metals, Inc., Common Stock, Options and
                          Warrants Outstanding

Schedule 5.1(f):          Bekem Metals, Inc. Subsidiaries

Schedule 5.1(m):          Bekem Metals, Inc., Tax Matters

                                       27
<PAGE>

Exhibit A

                    OFFSHORE RESTRICTED SECURITIES AGREEMENT

         This Agreement is executed by the undersigned in connection with the
exchange of shares pursuant to an Acquisition Agreement, dated as of the 24th
day of October 2005 ("Acquisition Agreement") whereby the undersigned agrees to
exchange all of its shares in Kazakh Metals, Inc. for shares of restricted
common stock (hereinafter referred to as the "Shares") of Bekem Metals, Inc.
(hereinafter referred to as "Seller") a corporation organized under the laws of
the State of Utah, United States of America, with its principal administrative
office at, 875 Donner Way, Suite 705, Salt Lake City, Utah 84108. This Agreement
is executed in reliance upon the transaction exemption afforded by Regulation S
("Regulation S") as promulgated by the Securities and Exchange Commission
("SEC"), under the Securities Act of 1933, as amended, (the "1933 Act"). The
Shares are being acquired from Seller pursuant to Rule 903 of Regulation S. The
capitalized terms used herein and not defined herein shall have the meanings
given to them in Regulation S.

         The undersigned, (hereinafter referred to as "Buyer"), hereby
represents and warrants to, and agrees with Seller as follows:

1. AGREEMENT TO BE BOUND BY CERTAIN TERMS OF THE ACQUISITION AGREEMENT:

         a. By executing this agreement, the Seller hereby agrees to be bound as
a signatory to the Acquisition Agreement with respect to Sections 3.4, 4, 7,
9.4, 10, 11.1 and 11.3, 12.1(d and f), 13.2, 13.3, 13.4, 13.8, and 13.9 of such
Acquisition Agreement.

2. BUYER'S REPRESENTATIONS; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION.

         a. OFFSHORE TRANSACTION. Buyer represents and warrants to Seller as
follows:

         (i) Buyer is not a U.S. Person or and buyer was not formed for the
purpose of investing in securities which have not been registered under the 1933
Act in reliance upon Regulation S by or for the benefit of a U.S. person;

         (ii) At the time the buy order was originated, Buyer was outside the
United States;

         (iii) No offer to sell or purchase the Shares was made in the United
States;

         (iv) Buyer has not engaged in nor will engage in any "Directed Selling
Efforts," i.e., any activity undertaken for the purpose of, or that could
reasonably be expected to have the effect of, conditioning the market in the
United States for any of the Shares being purchased by the Buyer.

<PAGE>

         (v) Buyer is purchasing the Shares for its own account and for
investment purposes and not with the view towards distribution or for the
account of a U.S. Person;

         (vi) All subsequent offers and sales of the shares shall be made in
compliance with Regulation S and/or pursuant to registration of the Shares under
the 1933 Act or pursuant to an exemption from registration under the 1933 Act,
including but not limited to, compliance with the applicable provisions under
the Act. In any case, the Shares will not be resold to U.S. Persons or within
the United States until after the end of a one year restricted period commencing
on the date of Closing of the purchase of the Shares and otherwise in compliance
with Rule 904 of Regulation S;

         (vii) Buyer understands that the shares are being offered and exchanged
in reliance on specific exemptions from the registration requirements of Federal
and States securities laws and that the Seller is relying upon the truth and
accuracy of the representations, warranties, agreement herein in order to
determine the applicability of such exemptions and the suitability of Buyer to
acquire the Shares.

         (viii) Buyer acknowledges that, in making the decision to exchange the
Shares, has relied solely upon independent investigations made by it and not
upon any representations made by Seller with respect to Seller or the Shares
except as set forth in the Acquisition Agreement.

         (ix) Buyer and any person receiving a selling concession or acting as a
distributor or dealer on behalf of the Buyer prior to the expiration of the
restricted period under Regulation S will send a confirmation or other notice to
any other purchaser stating that the purchase is subject to the same
restrictions on offers and sales that apply to the Buyer.

         b. NO GOVERNMENT RECOMMENDATION OR APPROVAL. Buyer understands that no
Federal of State agency has passed on or made any recommendation or endorsement
of the Shares.

3. SELLER'S REPRESENTATIONS. SELLER REPRESENTS . Seller represents and warrants
to Buyer as follows:

         a. REPORTING COMPANY. Seller is registered under section 12(g) of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act"). Seller is a
"reporting issuer" as defined by Rule 902 of Regulation S. Seller's common stock
trades on the OTCBB under the symbol BKMM.

         b. OFFSHORE TRANSACTION.

         (i) Seller has not offered the securities which are the subject of this
transaction to any person in the United States, any identifiable groups of U.S.
citizens abroad, or to any U.S. Person as that term is defined in Regulation S.

         (ii) At the time the buy order was originated, Seller and/or its agents
reasonably believed Buyer was outside of the United States and was not a U.S.
Person.

                                       2
<PAGE>

         (iii) Seller and/or its agents reasonably believe that the transaction
has not been pre-arranged with a buyer in the United States.

         d. NO DIRECTED SELLING EFFORTS. Seller has not engaged in nor will
engage in any "Directed Selling Efforts," i.e., any activity undertaken for the
purpose of , or that could reasonably be expected to have the effect of,
conditioning the market in the United States for any of the Shares being
purchased by the Buyer.

         e. FULLY PAID SHARES. The Shares when issued and delivered will be duly
and validly authorized and issued, fully paid and non-assessable and will not
subject the holders thereof to personal liability by reason of being such
holders. There are no preemptive rights of any shareholders of Seller. The
Shares are free and clear of any security interest, liens, claims, or other
encumbrances.

         f. VALID AGREEMENT. Upon execution of the Acquisition Agreement and
receipt of Offshore Restricted Securities Agreements from all holders of shares
of Kazakh Metals, Inc., this Agreement will be a valid and binding agreement in
accordance with its terms and the terms of the Acquisition Agreement, subject to
general principles of equity and to bankruptcy or other laws affecting the
enforcement of creditors' rights generally.

         g. NON-CONTRAVENTION. The execution and delivery of this Agreement and
the issuance of the Shares and the transaction contemplated by this Agreement do
not and will not conflict with or result in a breach by the Seller of any of the
terms or provisions of, or constitute a default under, the articles of
incorporation or by-laws of Seller, or any indenture, mortgage, deed of trust or
other material agreement or instrument to which Seller is a party of by which it
or any of its properties or assets are bound, or any existing applicable law,
rule or regulation or any applicable decree, judgment or order of any other
governmental body having jurisdiction over Seller or any of its properties or
assets.

4. EXEMPTION; RELIANCE ON REPRESENTATION.

         a. PURCHASE AND SALE UNDER REGULATION S. Buyer understands that the
offer and sale of the Shares are not being registered under the 1933 Act. Seller
is relying on the rules governing offers and sales made outside the United
States pursuant to Regulation S as an exemption from registration for this
transaction between the Seller and the Buyer.

         b. RESTRICTED SECURITIES. Buyer agrees that the Shares were acquired
directly from Seller in a transaction not involving any public offering and are
deemed to be "restricted securities" as defined in SEC Rule 144(a)(3). Buyer
further understands that "restricted securities" can not be resold publicly
within the United States except, pursuant to an effective registration statement
or an exemption from such registration. Buyer acknowledges that SEC Rule 144
permits the public resale of "restricted securities" in reliance upon an
exemption from registration under Section 4(1) of the 1933 Act only if the
conditions of Rule 144 are met. In general, the conditions which must be met to
rely on Rule 144 to publicly resell restricted securities in the United States
are as follows:

                                       3
<PAGE>

         (i) A minimum of one year must lapse between the later of the date of
the acquisition of the Shares from Seller or the date of upon which the full
purchase price has been paid to the Seller and the date of resale of the Shares.

         (ii) The amount of Shares which may be sold by any person (or persons
whose sales must be aggregated under the Rule) in any ninety day period may not
exceed the greater of 1% of the then outstanding shares of common stock of the
Company or the average weekly volume during the four calendar weeks prior to
such sale.

         (iii) The Shares must be sold in "Brokers Transactions" within the
meaning of Section 4(4) of the 1933 Act or in transactions directly with a
"market maker" as defined in Section 3(a)(38) of the Exchange Act of 1934.

         (iv) A Notice of Intention to Sale must be filed with the SEC.

         (v) There must be current public information available with respect to
the Shares.

         c. COMPLIANCE WITH SECURITIES LAWS. Buyer understands and agrees that
because the Shares are being acquired under Regulation S and are "restricted
securities," Buyer will be required to comply with both the provisions of
Regulation S and Rule 144 in any resale of the Shares, absent registration of
the Shares or an exemption therefrom.

5. TRANSFER AGENT INSTRUCTIONS.

         Seller and Buyer agree that the Seller will deliver at Closing
certificates representing the Shares duly endorsed for transfer, or Seller's
transfer agent will be instructed to issue one or more share certificates
representing the Shares in the name of Buyer and in such denominations to be
specified prior to Closing to the Security Holder as described in paragraph 6
below. All certificates shall bear appropriate restrictive legends to the effect
that no transfer of the Share may be made except in compliance with the
provisions of Regulation S.

         Buyer agrees that Seller's transfer agent is hereby directed and
authorized to refuse to register any transfer of the Shares which is not made in
accordance with the provisions of Regulation S. Seller agrees that a "stop
transfer" instruction be placed with the transfer agent until the end of the
restricted period under Regulation S. Otherwise, the Shares shall be
transferable on the books and records of the Company. Nothing in this section,
however, shall affect in any way the Buyer's obligations and agreement to comply
with all applicable securities laws upon resale of the Shares.

6. STOCK DELIVERY INSTRUCTIONS.

         The share certificates shall be delivered to Buyer. The Buyer shall
hold the certificates for the restricted period of one year from the date of
Closing. Upon delivery of the certificates to the Buyer, Buyer shall be entitled
to enjoy all benefits of ownership of the Shares, including but not limited to,
the rights to vote the Shares and receive distributions and collect dividends,
if any, paid thereon.

                                       4
<PAGE>

7. CLOSING DATE.

         The date of the delivery of the Shares (the "Closing Date") shall be as
of not later than the date as set forth in the Acquisition Agreement or such
other mutually agreed to time.

8. CONDITIONS TO THE SELLER'S OBLIGATION TO SELL.

         Buyer understands that Seller's obligation to sell the stock is
conditioned upon:

         a. The receipt and acceptance by Seller of this Agreement executed by
Buyer for all of the Shares as evidenced by execution of this Agreement by the
President or Secretary of the Seller and

         b. Delivery into the closing depository by Buyer of its certificate for
shares of Kazakh Metals, Inc. as set forth in Exhibit A of the Acquisition
Agreement duly indorsed for transfer to the Seller.

9. CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE.

         Seller understands that Buyer's obligation to purchase the Stock is
conditioned upon:

         a. Acceptance and execution by Buyer of this Agreement for the exchange
of Shares; and

         b. Delivery of certificates for Shares of Common Stock with restrictive
legends as described herein to the Seller.

10. GOVERNING LAW.

         This Agreement shall be governed by and interpreted in accordance with
the laws of the State of Utah, United States of America. A facsimile
transmission of this signed agreement shall be legal and binding to all parties
hereto.

         IN WITNESS WHEREOF, this Offshore Restricted Securities Agreement was
duly executed on the date first written below.

Dated this ____ day of the month of October, 2005.

Buyer:
      -----------------------------------------
         (Signature)

      -----------------------------------------
         (Print Name and Title)

      -----------------------------------------
         (Address)

      -----------------------------------------
         (City)

      -----------------------------------------
         (Country)

                                       5
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT B

                                       KAZAKH METALS, INC.
                                        SHAREHOLDERS LIST


                                                   Number of Kazakh      Number of Bekem
                                                Metals, Inc. Shares   Metals, Inc. Shares
                                                        to be                to be
  Shareholder Name and Address                         Exchanged            Exchanged
  ----------------------------                         ---------            ---------
<S>                                                    <C>                 <C>

CENTRAL ASIAN METALS INC.                                12,667            15,504,408
Attn:  Lakeside Management Ltd. (Kim Fessler)
c/o Brun, Via Ariosto 6, 3rd Floor
P.O. Box 5251 CH - 6901 - Lugano

LANDSGATE MARKETING LIMITED                               4,175             5,110,200
Attn:  Geoffrey Alan Hadley
2100 South 1752 East
Salt Lake City, Utah 84106

COMODIDAD Y FANTASIA EN TIERRA, S.A.                      4,165             5,097,960
Attn:  Eddy Cabezas (3-101-408701)
Apdo. 947-2400
Desamparados
San Jose, Costa Rica:

LAS TIERRAS DEL DELEITE, S.A.                             4,165             5,097,960
Attn: Ana Z. Perez (3-101-409555)
Desamparados, El Cruce
de bar Pecos bill 200 W 25 S
San Jose, Costa Rica

INVERSIONES TENTADORAS PARA HABITAR, S.A.                 4,165             5,097,960
Attn: Rita P. Barrientos (3-101-410316)
Desamparados, Calle Fallas
de Tala Bar, 25 norte,
casa de alto a mano derecha
San Jose, Costa Rica

ENVASES Y FORMAS PARA LA VENTA, S.A.                      4,165             5,097,960
Attn: Elena Perez (3-101-410575)
Barrio Santa Marta, de bomba Union Tica,
200 oeste y 25 sur
Calle Fallas, Desamparados
San Jose, Costa Rica

EMRJD CREACIONES DE PUNTARENAS, S.A.                      4,165             5,097,960
Attn: Al Hernandez (3-101-411828)
Jaco Centro, Garabito,
bajos de la Fiscalia de Garabito
Puntarenas, Costa Rica

<PAGE>

BALMONT TRADING S.A.                                      4,000             4,896,000
Attn: Aidarkhan Takuov
32 Zenkov Street, Suite 7
Almaty 050100
Republic of Kazakhstan

DARNLEY INTERNATIONAL LIMITED:                            3,333             4,079,592
Attn:  Robert Halvorsen Sorensen
62 North 400 East, #22
Provo, Utah 84606
Apdo. 947-2400
Desamparados
San Jose, Costa Rica

RESURSOV KAZAKHSTANA FOUNDATION                             950             1,162,800
Isthmian International Management Group, S.A.
Attn:  Abdiel Vergara  (7-118-470)
Calle G, El Cangrejo
Edificio Benidor, PB-A 7
Bella Vista, Panama
Republica de Panama
San Jose, Costa Rica

RETIREMENT HOME IN JACO, S.A.                               810               991,440
Attn: Arcelio Hernandez Mussio (1-832-451)
Apdo. 947-2400
Desamparados
San Jose, Costa Rica

MY SPECIAL FARM IN JACO, S.A.                               810               991,440
Attn:  Maria Caridad Balzer Molina (1-1197-0325)
Multicentro Costa Brava, local #7
Bajos de la Fiscalia de Garabito
Bufete Hernandez Mussio y Asoc.
Jaco, Garabito
Puntarenas, Costa Rica

INVERSIONES Y DESARROLLOS MAR Y PLATA CRI, S.A.             810               991,440
Attn:  David Hernandez Mussio (1-1100-260)
Heredia Centro
200 mts. norte de la oficina de correos
Bufete Valerio y Asoc.
Heredia, Costa Rica

INVERSIONES CAPITAL VARIO CR S.A.                           810               991,440
Attn:  Jonathan Hernandez Mussio (1-1201-0933)
Barrio Santa Marta
25 norte de Tala Bar
Casa de alto, porton negro, mano der.
Desamparados
San Jose, Costa Rica

                                       2
<PAGE>

PLATINO AVENTURAS INTERNACIONALES, S.A.                     810               991,440
Attn: David Hernandez Mussio (1-1100-260)
Heredia Centro
200 mts. norte de la oficina de correos
Bufete Valerio y Asoc.

                                       3
</TABLE>
<PAGE>

EXHIBIT C


                   Consent of Director of Kazakh Metals, Inc.

         A special meeting of the Directors of Kazakh Metals, Inc. (the
"Corporation"), a British Virgin Islands, international business company, was
held by consent and without an actual meeting. The undersigned, being the sole
Director, does hereby waive notice of the time, place and purpose of this
meeting of the Directors of the Corporation and, in lieu thereof, hereby agrees
and consents to the adoption of the following corporate actions.

         WHEREAS, the Corporation intends to exchange all of the issued and
outstanding capital stock of the Corporation for a specified number of BEKEM
METALS, INC. ("BEKEM METALS") common shares;

         WHEREAS, the Corporation's legal counsel has prepared a formal
acquisition agreement consistent with the terms of the negotiations, which
"Acquisition Agreement" is attached hereto;

         WHEREAS, it is in the Corporation's best interests to approve the terms
and execution of the Acquisition Agreement on behalf of the Corporation;

         NOW, THEREFORE, BE IT RESOLVED, that the terms and conditions of the
exchange as set forth in the Acquisition Agreement are hereby are, ratified and
confirmed, and the Director of the Corporation, Daniel Boland is authorized to
execute the same on behalf of the Corporation.


                              General Authorization

                  BE IT RESOLVED that the Director of the Corporation be, and he
         hereby is, authorized, directed and empowered to prepare or cause to be
         prepared, execute and deliver all such documents and instruments and to
         undertake all such actions as they deem necessary or advisable in order
         to carry out and perform any or all of the matters contemplated by the
         Acquisition Agreement and as authorized in the foregoing resolution.

         IN WITNESS WHEREOF, each of the undersigned has executed this written
consent, which shall be effective as of October __, 2005.



-------------------------
Daniel Boland, Director


<PAGE>

EXHIBIT D

                   Consent of Directors of Bekem Metals, Inc.


         A special meeting of the Directors of Bekem Metals, Inc., (the
"Corporation"), a Utah corporation, was held by consent and without an actual
meeting. The undersigned, being all of the Directors, do hereby waive notice of
the time, place and purpose of this meeting of the Directors of the Corporation
and, in lieu thereof, hereby agree and consent to the adoption of the following
corporate actions.

         WHEREAS, the Corporation intends to purchase all the issued and
outstanding capital stock of KAZAKH METALS, INC. ("KAZAK METALS") in exchange
for a specified number of the Corporation's common stock;

         WHEREAS, the Corporation's legal counsel has prepared a formal
acquisition agreement, which "Acquisition Agreement" is attached hereto as
Exhibit A;

         WHEREAS, it is in the Corporation's best interests to approve the terms
and execution of the Acquisition Agreement on behalf of the Corporation;

         NOW, THEREFORE, BE IT RESOLVED that the terms and conditions of the
exchange as set forth in the Acquisition Agreement are, ratified and confirmed,
and the President of the Corporation is authorized to execute the same on behalf
of the Corporation.

                              General Authorization

                  BE IT RESOLVED that the President of the Corporation be, and
         hereby is authorized, directed and empowered to execute, prepare or
         cause to be prepared, execute and deliver all such documents and
         instruments and to undertake all such actions as they deem necessary or
         advisable in order to carry out and perform any or all of the matters
         contemplated by the Acquisition Agreement and is authorized in the
         foregoing resolution.

         IN WITNESS WHEREOF, each of the undersigned has executed this written
consent, which shall be effective as of October 19, 2005.


--------------------------------                   -----------------------------
Marat Cherdabeyev, Director                        James Gunnell, Director


--------------------------------
Dosan Kassymkhanuly, Director