Exhibit 10.3 - GENERAL SECURITY AGREEMENT






Exhibit 10.3

GENERAL SECURITY AGREEMENT


 

    This General Security Agreement ("Agreement"),
dated as of October 5, 2005, is by CHINA GRANITE
CORPORATION, a Nevada corporation ("China Granite"), CHINA
LAIZHOU BAY MINING INTERNATIONAL CORPORATION, a corporation organized under the
laws of the British Virgin Islands ("China Laizhou"), and
LAIZHOU BAY MINING INTERNATIONAL LTD. ("Laizhou"), a limited company
organized under the laws of the People's Republic of China (together with its
subsidiaries and affiliates, China Granite, China Laizhou and Laizhou and the
subsidiaries and affiliates of China Granite, China Laizhou and Laizhou, the
"Obligors"), in favor of Ricardo Requena, Maria Dolores Longo,
Lucky Ocean Group Ltd., Maple Leaf Enterprises Ltd and Dong Chen, (the "Secured
Parties").


W I T N E S S E T H:

    WHEREAS, the third parties have
entered into certain financing arrangements with China Granite, pursuant to
certain financing agreements, including the 8% Senior Convertible Secured Notes
(the "Convertible Notes") issued pursuant to that certain 8%
Senior Convertible Secured Note Purchase Agreement dated as
of October 6, 2004 the ("2004 Purchase Agreement") and the
Secured Parties which have been granted 12% Secured Notes (the
"Notes") issued pursuant to a certain 12% Secured Note Purchase
Agreement dated as of October 5, 2005 (the "2005 Purchase Agreement")
which rank subordinate to the Convertible Notes (collectively and together with
all financing statements, agreements, documents and instruments executed and/or
delivered in connection therewith, as the same may now exist or may hereafter be
amended, modified, supplemented, extended, renewed or replaced, the "Transaction
Documents") pursuant to which the Secured Parties have provided
financial accommodations to the Obligors.


    NOW, THEREFORE, in consideration of
the mutual conditions and agreements set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:



	Grant of Security Interest

      
    

	To secure payment and performance of the
        Obligations, the Obligors hereby grant to the Secured Parties, a
        continuing security interest in, and a lien upon, and hereby assigns to
        the Secured Parties, as security, all property and interests in property
        of the Obligors, whether now owned or hereafter acquired or existing,
        and wherever located (together with all other collateral security for
        the Obligations at any time granted to or held or acquired by the
        Secured Parties, collectively, the "Collateral"),
        including, without limitation, the following:

          
        

	all Accounts;
	all Equipment;
	all General Intangibles;


    
  






	all Inventory
	all securities; and
	all proceeds and products of (i), (ii), (iii),
          (iv) and (v).

          
        


      	Notwithstanding anything to the contrary
        contained in Section 1(a) above, the types or items of Collateral
        described in such Section shall not include any rights or interest in
        any contract, lease, permit, license, charter or license agreement
        covering real or personal property of the Obligors, as such, if under
        the terms of such contract, lease, permit, license, charter or license
        agreement, or applicable law with respect thereto, the valid grant of a
        security interest or lien therein to the Secured Parties is prohibited
        as a matter of law or under the terms of such contract, lease, permit,
        license, charter or license agreement and such prohibition has not been
        or is not waived or the consent of the other party to such contract,
        lease, permit, license, charter or license agreement has not been or is
        not otherwise obtained; provided that, the foregoing exclusion
        shall in no way be construed to apply if any such
        prohibition is unenforceable under the UCC or other applicable law or so as to limit, impair or otherwise affect the Secured Parties'
        unconditional continuing security interests in and liens upon any rights
        or interests of the Obligors in or to monies due or to become due under
        any such contract, lease, permit, license, charter or license agreement
        (including any accounts).

        
        
	Perfection of Security Interests.

        
        

	Obligor irrevocably and unconditionally
          authorizes the Secured Parties (or their agents) to file at any time
          and from time to time such financing statements with respect to the
          Collateral naming the Secured Parties or its designee as the secured
          party and the Obligors or any affiliate of the Obligors as debtor, as
          the Secured Parties may require, and including any other information
          with respect to the Obligors or otherwise required by part 5 of
          Article 9 of the UCC of such jurisdiction as the Secured Parties may
          determine, together with any amendment and continuations with respect
          thereto, which authorization shall apply to all financing statements
          filed on, prior to or after the date hereof. Obligor hereby ratifies
          and approves all financing statements naming the Secured Parties or
          its designee as secured party and Obligor as debtor with respect to
          the Collateral (and any amendments with respect to such financing
          statements) filed by or on behalf of the Secured Parties prior to the
          date hereof and ratifies and confirms the authorization of the Secured
          Parties to file such financing statements (and amendments, if any).
          Obligor hereby authorizes the Secured Parties to adopt on behalf of
          Obligor any symbol required for authenticating any electronic filing.
          In no event shall Obligor at any time file, or permit or cause to be
          filed, any correction statement or termination statement with respect
          to any financing statement (or amendment or continuation with respect
          thereto) naming the Secured Parties or its designee as secured party
          and Obligor as debtor.

          
        
	Obligor hereby agrees to promptly file such
          documents and to enter into any such agreements in order to perfect
          the Secured Parties security interest in the Collateral which is not
          located in the United States.


    
  






	Obligor shall take any other actions
          reasonably requested by the Secured Parties from time to time to cause
          the attachment and perfection of, and the ability of the Secured
          Parties to enforce, the security interest of the Secured Parties in
          any and all of the Collateral.

          
        


    
    
    	Covenants Relating to Collateral; Indebtedness;
      Dividends.

The Obligors covenant that:

    	they shall at all times: be the owner of each and every item of Collateral,
        defend the Collateral against the claims and demands of all persons and in the case of tangible property constituting part of the Collateral,
        properly maintain and keep in good order and repair such property and keep such property fully insured with responsible companies acceptable
        to the Secured Parties against such risks as such Collateral may be
        subject to, or as the Secured Parties may request;

        
      
	they will comply with the requirements of all
        leases, mortgages and other instruments relating to premises where any
        Collateral is located;

        
      
	they will not create, incur, assume or suffer to
        exist any Indebtedness (exclusive of trade debt) except in respect of
        Indebtedness to the Secured Parties; and

        
      
	none of the Obligors shall change their names
        unless each of the following conditions is satisfied: (i) the Secured
        Parties shall have received not less than 30 days prior written notice
        from such Obligor of such proposed change in its corporate name, which
        notice shall accurately set forth the proposed new name; and (ii) the
        Secured Parties shall receive a certified copy of the amendment to the
        charter documents of such Obligor providing for the name change as soon
        as it is available;

        
      
	none of the Obligors shall change their chief
        executive office or their mailing address or organizational
        identification number (or if it does not have one, such Obligor shall
        not acquire an organizational identification number) unless the Secured
        Parties shall have received not less than 30 days' prior written
        notice from such Obligor of such proposed change, which notice shall set
        forth such information with respect thereto as the Secured Parties may
        require and the Secured Parties shall have received such agreements as
        the Secured Parties may reasonably require in connection therewith; and

        
      
	none of the Obligors shall change their type of
        organization, jurisdiction of organization or other legal structure.

        
      


    	Remedies.

Upon the occurrence and after the
    continuance of an Event of Default (as defined in the Transaction
    Documents), at any time or from time to time thereafter (until such time as
    the Event of Default has been cured or waived): (i) the Secured Parties
    shall have the right to exercise any and all other rights and remedies
    provided for herein, under the UCC and at law or equity generally,
    including, without limitation, the right to foreclose the security interests
    granted herein and to realize upon any Collateral by any available judicial
    procedure and/or to take possession of and sell any or all of the Collateral
    with or without judicial process; (ii) the Secured Parties may enter the
    Obligors' premises or other premises without legal process and without
    incurring liability to the Obligors therefor, and the Secured Parties may
    thereupon, or at any time thereafter, in its discretion without notice or
    demand, take the Collateral and remove the same to such place as the Secured
    Parties may deem advisable and the Secured Parties may require the Obligors
    to make the Collateral available to the Secured Parties at a convenient
    place; (iii) with or without having the Collateral at the time or place of
    sale, the Secured Parties may sell the Collateral, or any part thereof, at
    public or private sale, at any time or place, in one or more sales, at such
    price or prices, and upon such terms, either for cash, credit or future
    delivery, as the Secured Parties may elect.

  





	General Representations, Warranties and
      Agreements.

Each of the Obligors hereby
    represents warrants and agrees that:

    	it is a corporation duly organized and validly
        existing under the laws of the jurisdiction in which it is incorporated.

        
      

	its exact legal name of is as set forth on the
          signature page of this Agreement.

          
        


      	the
        execution, delivery and performance of this Agreement are within its
        powers, corporate or otherwise, have been duly authorized by all
        required action and do not and will not contravene any law or any
        agreement or undertaking to which it is a party or by which it may in
        any way be bound or, if such Obligor is a corporation, its charter
        documents.

        
      
	it will furnish the Secured Parties with all
        information concerning its business and financial condition as the
        Secured Parties may reasonably request.

	Expenses of Obligors' Duties; the Secured
      Parties' Right to Perform on Obligors' Behalf;

      
    

	The Obligors' agreements and duties
        hereunder shall be performed by them at their sole cost and expense.

          
        
	If any Obligor shall fail to do any act or thing
        which it has covenanted to do hereunder, the Secured Parties may (but
        shall not be obligated to) do the same or cause it to be done, either in
        its name or in the name and on behalf of such Obligor, and such Obligor
        hereby irrevocably authorizes the Secured Parties so to act.

        
        


    	No Waivers of Rights hereunder; Rights
      Cumulative.

      
    

	No delay by the Secured Parties in
        exercising any right hereunder, or in enforcing any of the Obligations,
        shall operate as a waiver thereof, nor shall any single or partial
        exercise of any right preclude other or further exercises thereof or the
        exercise of any other right. No waiver of any Obligations shall be
        enforceable against the Secured Parties unless in writing and signed by
        an officer of the Secured Parties, and unless it expressly refers to the
        provision affected; any such waiver shall be limited solely to the
        specific event waived.

          
        
	All rights granted the Secured Parties hereunder
        shall be cumulative and shall be supplementary of and in addition to
        those granted or available to the Secured Parties under any other
        agreement with respect to the Obligations or under applicable law and
        nothing herein shall be construed as limiting any such other right.


  





	Termination.  This Agreement shall continue
      in full force and effect until all the Obligations then outstanding
      (whether absolute or contingent) shall have been paid and satisfied in
      full, or until the outstanding principal amount of the Notes shall have
      been converted into China Granite's common stock pursuant to the terms
      of the Purchase Agreement, or other arrangements for the securing of such
      Obligations satisfactory to the Secured Parties shall have been made.

    
    

	Governing Law; Jurisdiction; Certain Waivers.

      
    

	This Agreement shall be governed by and
        construed in accordance with the laws of the State of Florida applied to
        contracts to be performed wholly within the State of Florida. Any
        judicial proceeding brought by or against any Obligor with respect to
        any of its Obligations, this Agreement or any related agreement may be
        brought in any court of competent jurisdiction in the State of Florida,
        United States of America, and, by execution and delivery of this
        Agreement, each Obligor accepts for itself and in connection with its
        properties, generally and unconditionally, the non-exclusive
        jurisdiction of the aforesaid courts, and irrevocably agrees to be bound
        by any judgment rendered thereby in connection with this Agreement. Each
        Obligor hereby waives personal service of any and all process upon it
        and consents that all such service of process may be made by certified
        or registered mail (return receipt requested) directed to such Obligor
        at its address set forth in Section 10, and service so made shall be
        deemed completed five days after the same shall have been so deposited
        in the mails of the United States of America. Nothing herein shall
        affect the right to serve process in any manner permitted by law or
        shall limit the right of the Secured Parties to bring proceedings
        against any Obligor in the courts of any other jurisdiction. Each
        Obligor waives any objection to jurisdiction and venue of any action
        instituted hereunder and shall not assert any defense based on lack of
        jurisdiction or venue or based upon forum non conveniens. Any
        judicial proceeding by an Obligor against the Secured Parties involving,
        directly or indirectly, any matter or claim in any way arising out of,
        related to or connected with this Agreement or any related agreement,
        shall be brought only in a federal or state court located in the State
        of Florida.

          
        
	EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY
        WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE
        OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT
        OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR IN ANY WAY
        CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES
        HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
        INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
        HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE
        WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN
        CONTRACT OR TORT OR OTHERWISE, AND EACH PARTY HEREBY CONSENTS THAT ANY
        SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT
        TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN
        ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN
        EVIDENCE OF THE CONSENTS OF THE PARTIES HERETO TO THE WAIVER OF THEIR
        RIGHT TO TRIAL BY JURY.


  





	The Secured Parties shall not be required to
        take any steps necessary to preserve rights against prior parties."

        
        


  
  
	Additional Definitions. As used herein:

      
    

	All terms used herein which are defined in
        Article 1 or Article 9 of the Uniform Commercial Code shall have the
        meanings given therein unless otherwise defined in this Agreement. All
        references to the plural herein shall also mean the singular and to the
        singular shall also mean the plural unless the context otherwise
        requires. All references to the Obligors and the Secured Parties
        pursuant to the definitions set forth in the recitals hereto, or to any
        other person herein, shall include their respective successors and
        assigns. The words "hereof", "herein",
        "hereunder", "this Agreement" and words of similar
        import when used in this Agreement shall refer to this Agreement as a
        whole and not any particular provision of this Agreement and as this
        Agreement now exists or may hereafter be amended, modified,
        supplemented, extended, renewed, restated or replaced. The word
        "including" when used in this Agreement shall mean
        "including, without limitation". An Event of Default shall
        exist or continue or be continuing until such Event of Default is waived
        in accordance with this Agreement or is cured in a manner satisfactory
        to the Secured Parties, if such Event of Default is capable of being
        cured as determined by the Secured Parties. Any accounting term used
        herein unless otherwise defined in this Agreement shall have the
        meanings customarily given to such term in accordance with GAAP. For
        purposes of this Agreement, the following terms shall have the
        respective meanings given to them below:


  


  
    
"Accounts" shall mean all
present and future rights of the Obligors to payment of a monetary obligation,
whether or not earned by performance, which is not evidenced by chattel paper or
an instrument,  for property that has been or is to be
sold, leased, licensed, assigned, or otherwise disposed of,  for services rendered or to be rendered,
for a secondary
obligation incurred or to be incurred, or arising out of
the use of a credit or charge card or information contained on or for use with
the card.

"Equipment" shall mean all
of the Obligors' now owned and hereafter acquired goods (other than
Inventory), wherever located, including, without limitation, equipment,
machinery, vehicles, tools, furniture, fixtures, data processing and computer
equipment and computer hardware and software, whether owned or licensed, and
including embedded software, all attachments, accessions and property now or
hereafter affixed thereto or used in connection therewith, and substitutions and
replacements thereof, wherever located.

"GAAP" shall mean generally
accepted accounting principles in the United States of America as in effect from
time to time as set forth in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and
the statements and pronouncements of the Financial Accounting Standards Board
which are applicable to the circumstances as of the date of determination
consistently applied.

    

  






  
    
"General Intangibles" shall
mean and include all of the Obligors' general intangibles, whether now owned
or hereafter acquired including, without limitation, all choses in action,
causes of action, corporate or other business records, patents, patent rights,
patent applications, equipment formulations, manufacturing procedures, quality
control procedures, trademarks, service marks, service mark applications,
goodwill (including any goodwill associated with any trademark or service marks
or the license of any trademark), copyrights, works which are the subject matter
of copyrights, rights in works of authorship, copyright registrations,
inventions, trade secrets, formulae, processes, compounds, drawings, designs,
blueprints, surveys, research, analysis, reports, manuals and operating
standards, design rights, registrations, licenses, franchises, customer lists,
tax refunds, tax refund claims, computer programs, domain names, domain name
registrations, software and contract rights relating to software, all claims
under guaranties, security interests or other security held by or granted to an
Obligor to secure payment of any of the Receivables by a customer, all rights of
indemnification and all other intangible property of every kind and nature
(other than Receivables).

"Indebtedness" of a person at
a particular date shall mean all obligations of such person which in accordance
with generally accepted accounting principles would be classified upon a balance
sheet as liabilities (except capital stock and surplus earned or otherwise) and
in any event, without limitation by reason of enumeration, shall include all
indebtedness, debt and other similar monetary obligations of such person whether
direct or as guarantor, and all premiums, if any, due at the required prepayment
dates of such indebtedness, and all indebtedness secured by a lien on assets
owned by such person, whether or not such indebtedness actually shall have been
created, assumed or incurred by such person. Any indebtedness of such person
resulting from the acquisition by such person of any assets subject to any lien
shall be deemed, for the purposes hereof, to be the equivalent of the creation,
assumption and incurring of the indebtedness secured thereby, whether or not
actually so created, assumed or incurred.

"Inventory" shall mean all of
Obligors' now owned and hereafter existing or acquired goods, wherever
located, which are leased by an Obligor as lessor; are held by an Obligor for sale or lease or to be furnished under a contract of
service; are furnished by an Obligor under a contract of
service; or consist of raw materials, work in process,
finished goods or materials used or consumed in its business, together with all
documents of title or other documents representing or relating to any of the
foregoing.

"Obligations" means:

      
    (1) the full and prompt payment
    when due of all obligations and liabilities to the Holders (as defined in
    the Purchase Agreement), whether now existing or hereafter arising, under
    the Notes or the other Transaction Documents and the due performance and
    compliance with the terms of the Notes and the other Transaction Documents;

        (2) any and all sums advanced in
    accordance with the terms of the Notes, the Transaction Documents or
    applicable law by the Secured Parties in order to preserve the Collateral or
    to preserve the Secured Parties' security interest in the Collateral;

    (3) in the event of any proceeding
    for the collection or enforcement of any obligations or liabilities of the
    Company referred to in the immediately preceding clauses (1) and in
    accordance with the terms of the Notes and the Transaction Documents, the
    reasonable expenses of re-taking, holding, preparing for sale, selling or
    otherwise disposing of or realizing on the Collateral, or of any other
    exercise by the Secured Parties of its rights hereunder, together with
    reasonable attorneys' fees and court costs; and

      

    

  






  
    
      
        (4) any amounts for which any Holder is entitled
          to indemnification under Section 11 of the Purchase Agreement.

      

"Permitted Liens" shall mean,
with respect to the Obligors, Liens in favor of the
Secured Parties; Liens for taxes, assessments or other
governmental charges not delinquent or being contested in good faith and by
appropriate proceedings and with respect to which proper reserves have been
taken by the Obligors; provided, that, the Lien shall have no
effect on the priority of the Liens in favor of the Secured Parties or the value
of the assets in which the Secured Parties has such a Lien and a stay of
enforcement of any such Lien shall be in effect; Liens to
which the Secured Parties has consented in writing; deposits or pledges of cash to secure obligations under worker's compensation,
social security or similar laws, or under unemployment insurance; deposits or pledges of cash to secure bids, tenders, contracts (other than
contracts for the payment of money), leases, statutory obligations, surety and
appeal bonds and other obligations of like nature arising in the ordinary course
of an Obligor's business; and judgment Liens that have
been stayed or bonded and mechanics', workers', material men's or other
like Liens arising in the ordinary course of an Obligor's business with
respect to obligations which are not due.

"Person" or
"person" shall mean any individual, sole proprietorship, partnership,
corporation (including any corporation which elects subchapter S status under
the Internal Revenue Code of 1986, as amended), limited liability company,
limited liability partnership, business trust, unincorporated association, joint
stock corporation, trust, joint venture or other entity or any government or any
agency or instrumentality or political subdivision thereof.

"Receivables" shall mean all
of the following now owned or hereafter arising or acquired property of an
Obligor: all Accounts; all amounts
at any time payable to an Obligor in respect of the sale or other disposition by
an Obligor of any Account or other obligation for the payment of money; all interest, fees, late charges, penalties, collection fees and other amounts
due or to become due or otherwise payable in connection with any Account; all payment intangibles of an Obligor and other contract rights, chattel paper,
instruments, notes, and other forms of obligations owing to an Obligor, whether
from the sale and lease of goods or other property, licensing of any property
(including General Intangibles), rendition of services or from loans or advances
by an Obligor or to or for the benefit of any third person (including loans or
advances to any affiliates or Subsidiaries of an Obligor) or otherwise
associated with any Accounts, Inventory or General Intangibles of an Obligor
(including, without limitation, choses in action, causes of action, tax refunds,
tax refund claims, any funds which may become payable to an Obligor in
connection with the termination of any employee benefit plan and any other
amounts payable to an Obligor from any employee benefit plan, rights and claims
against carriers and shippers, rights to indemnification, business interruption
insurance and proceeds thereof, casualty or any similar types of insurance and
any proceeds thereof and proceeds of insurance covering the lives of employees
on which an Obligor is beneficiary).

    

  






  
    
"Records" shall mean, all of
the Obligors; present and future books of account of every kind or nature,
purchase and sale agreements, invoices, ledger cards, bills of lading and other
shipping evidence, statements, correspondence, memoranda, credit files and other
data relating to the Collateral or any account debtor, together with the tapes,
disks, diskettes and other data and software storage media and devices, file
cabinets or containers in or on which the foregoing are stored (including any
rights of the Obligors with respect to the foregoing maintained with or by any
other person).

"Subsidiary" shall mean a
corporation or other entity of whose shares of stock or other ownership interest
having ordinary voting power (other than stock or other ownership interests
having such power only by reason of the happening of a contingency) to elect a
majority of the directors of such corporation, or other Persons performing
similar functions for such entity are owned, directly or indirectly, by such
person.

"Transaction Documents" shall
have the meaning set forth in the recitals hereto.

"UCC" shall mean the Uniform
Commercial Code as in effect in the State of Florida and any successor statute,
as in effect from time to time (except that terms used herein which are defined
in the Uniform Commercial Code as in effect in the State of Florida on the date
hereof shall continue to have the same meaning notwithstanding any replacement
or amendment of such statute except as Lender may otherwise determine).

The words "it" or
"its" as used herein shall be deemed to refer to individuals and to
business entities.

    

  





	Notices.


  
    Any notice or other communication
    required or permitted pursuant to this Agreement shall be deemed given when personally delivered to any officer of the party to whom it is
    addressed, on the earlier of actual receipt thereof
    or five (5) days following posting thereof by certified or registered mail,
    postage prepaid, return receipt requested, or upon
    actual receipt thereof when sent by a recognized overnight delivery service,
    or upon actual receipt thereof when sent by
    telecopier to the number set forth below with telephone communication
    confirming receipt and subsequently confirmed by registered or certified
    mail, return receipt requested, or by recognized overnight delivery service
    to the address set forth below, in each case addressed to the applicable
    party at its address set forth below or at such other address as has been
    furnished in writing by such party to the other by like notice:

    
      
      (A) If to the Secured Parties at the address
            specified on the signature page hereof.
    (B) If to Obligors at the address specified on the
    signature page hereof.

    

    Any requirement under applicable
    law of reasonable notice by the Secured Parties to the Obligors of any event
    shall be met if notice is given to the Obligors in the manner prescribed
    above at least five days before (a) the date of such event or (b) the date
    after which such event will occur.

  





	General.

    

	If this Agreement is executed by two or
        more Obligors, they shall be jointly and severally liable hereunder, all
        provisions hereof regarding the Obligations or the Collateral shall
        apply to the Obligations and Collateral of any or all of them and the
        termination of this Agreement as to one or more of such Obligors shall
        not terminate this Agreement as to any remaining Obligors.


  





	This Agreement shall be binding upon the
        assigns or successors of each of the undersigned Obligor, and shall
        inure to the benefit of and be enforceable by the Secured Parties and
        its successors, transferees and assigns permitted under the Transaction
        Documents.

        
	Any provision of this Agreement which is
        prohibited or unenforceable in any jurisdiction shall, as to such
        jurisdiction, be ineffective to the extent of such prohibition or
        unenforceability without invalidating the remaining provisions hereof in
        that jurisdiction or affecting the validity or enforceability of such
        provision in any other jurisdiction.


  


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  	Dated October 5th, 2005 as of the date
first above written.	CHINA GRANITE CORPORATION
                        
      
		
		By: /s/ Chen Dong
		
		Name: Chen Dong
		Title: President
		
		2642 Collins Avenue, Suite 305
		Miami, FL 33140
		 Fax: (305) 538-2603
		 
         

		CHINA LAIZHOU BAY MINING
                        INTERNATIONAL CORPORATION
                        
      
		
		By: /s/ Chen Dong
		
		Name: Chen Dong
		Title: President
		
		Yunfeng
                        Stone Material & Trade Park
		Laizhou City,
        Shandong, PRC
		Fax: 86 (535) 242 5618
		 
         

		
                        
                        LAIZHOU
                        BAY MINING INTERNATIONAL LTD

                        
      
		
		By: /s/ Chen Dong
		
		Name: Chen Dong
		Title: President
		
		Yunfeng
                        Stone Material & Trade Park
		Laizhou City,
        Shandong, PRC
		Fax: 86 (535) 242 5618
		


  




  
  	Accepted in as of October 5th, 2005	
	 
         
	
	Name: RICARDO REQUENA	
	Signature: 	
	 
         
	
	Name: MARIA DOLORES LONGO	
	Signature:
        /s/ Maria Dolores Longo	
	 
         
	
	Name: DONG CHEN	
	Signature:
        /s/ Dong Chen	
	 
         
	
	Name: LUCKY OCEAN GROUP LTD.	
	Signature:
        /s/ (Signed but illegible)	
	Title: President	
	 
         
	
	Name: MAPLE LEAF ENTERPRISES LTD.	
	Signature:
        /s/ (Signed but illegible)	
	Title: President