Tiger Jiujiang Mining, Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






OPTION TO PURCHASE AND ROYALTY AGREEMENT

THIS AGREEMENT made as of the 22nd day of February,
2010.

BETWEEN:

	 	KIUKIANG GOLD MINING COMPANY, a company
      duly incorporated under the laws of Jiangxi
      Province, China and having an address at 39 Lane 1199, Jiujiang City,
      Jiujiang, China 	 
	 	  	 
	 	(hereinafter called " Kiukiang”) 	 


     OF THE FIRST PART 

AND:

	 	TIGER JIUJIANG MINING, INC., a company
      duly incorporated under the laws of the State of Wyoming, having
      its registered office at 1620 Central Avenue, Suite 202, Cheyenne,
      Wyoming, 82001 	 
	 	  	 
	 	(hereinafter called "Tiger Jiujiang") 	 


OF THE SECOND PART 

WHEREAS:

	A. 	
      Kiukiang is the sole beneficial owner of 100% of the
      right, title and interest in and to the Tiger Gold Mining property, which
      is situated in Jiujiang Province, China (hereinafter together with any
      form of successor or substitute mineral tenure called the
    "Property").

	 	 
	B. 	
      The parties now wish to enter into an agreement granting
      to Tiger Jiujiang the exclusive right and option to acquire 50% of the
      right, title and interest in and to the Property on the terms and
      conditions as hereinafter set forth.



NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the premises and the mutual promises, covenants and agreements
herein contained, the parties hereto agree as follows:

	1. 	
      INTERPRETATION

	 	 	 	 
	1.1 	
      In this Agreement:

	 	 	 	 
		(a) 	
      "Effective Date" means the date that both parties have
      signed this Agreement;

	 	 	 	 
		(b) 	
      "Mineral Products" means the products derived from
      operating the Property as a mine;

	 	 	 	 
		(c) 	
      "Net Smelter Returns" means the proceeds received by
      Tiger Jiujiang from any smelter or other purchaser from the sale of any
      ores, concentrates or minerals produced from the Property after deducting
      from such proceeds the following charges only to the extent that they are
      not deducted by the smelter or other purchaser in computing the
      proceeds:

	 	 	 	 
			(i) 	
      the cost of transportation of the ores, concentrates or
      minerals from the Property to such smelter or other purchaser, including
      related transport;

	 	 	 	 
			(ii) 	
      smelting and refining charges including
  penalties;

	 	 	 	 
			(iii) 	
      marketing costs.







- 2 -

		(e) 	
      "Option" means the option granted by Kiukiang to Tiger
      Jiujiang pursuant to Section 3;

	 	 	 
		(f) 	
      "Operating the Property as a mine" or "Operation of the
      Property as a mine" means any or all of the mining, milling, smelting,
      refining or other recovery of ores, minerals, metals or concentrates or
      values thereof, derived from the Property;

	 	 	 
		(g) 	
      "Royalty" means the royalty to be paid by Tiger Jiujiang
      to Kiukiang pursuant to subsection 9.1;

	 	 	 
		(h) 	
      "Dollars ($)" means legal currency of the United States
      of America;

	 	 	 
		(i) 	
      "Yuan (Y)" means legal currency of the People’s Republic
      of China;

	 	 	 
	2. 	
      REPRESENTATIONS AND WARRANTIES

	 	 	 
	2.1 	
      Tiger Jiujiang represents and warrants to Kiukiang
      that:

	 	 	 
		(a) 	
      Tiger Jiujiang is a body corporate duly incorporated,
      organized and validly subsisting under the laws of its incorporating
      jurisdiction;

	 	 	 
		(b) 	
      Tiger Jiujiang has full power and authority to carry on
      its business and to enter into this Agreement and any agreement or
      instrument referred to or contemplated by this Agreement;

	 	 	 
		(c) 	
      neither the execution and delivery of this Agreement nor
      any of the agreements referred to herein or contemplated hereby, nor the
      consummation of the transactions hereby contemplated will conflict with,
      result in the breach of or accelerate the performance required by any
      agreement to which Tiger Jiujiang is a party; and

	 	 	 
		(d) 	
      the execution and delivery of this Agreement and the
      agreements contemplated hereby will not violate or result in the breach of
      laws of any jurisdiction applicable or pertaining thereto or of Tiger
      Jiujiang's constating documents.

	 	 	 
	2.2 	
      Kiukiang represents and warrants to Tiger
  Jiujiang:

	 	 	 
		(a) 	
      the Property consists of the Tiger Gold Mining Property
      which has been duly and validly recorded, are presently in good standing
      under the laws of the jurisdiction in which they are located and, except
      as set forth herein, are free and clear of all liens, charges and
      encumbrances;

	 	 	 
		(b) 	
      Kiukiang is the sole beneficial owner of a 100% interest
      in and to the Property and has the exclusive right to enter into this
      Agreement and all necessary authority to dispose of a 50% interest in and
      to the Property in accordance with the terms of this Agreement;

	 	 	 
		(c) 	
      no person, firm or corporation has any proprietary or
      possessory interest in the Property other than Kiukiang and no person is
      entitled to any royalty or other payment in the nature of rent or royalty
      on any minerals, ores, metals or concentrates or any other such products
      removed from the Property;

	 	 	 
		(e) 	
      neither the execution and delivery of this Agreement nor
      any of the agreements referred to herein or contemplated hereby, nor the
      consummation of the transactions hereby contemplated will conflict with,
      result in the breach of or accelerate the performance required by any
      agreement to which Kiukiang is a party or by which it is bound;

	 	 	 
		(f) 	
      the execution and delivery of this Agreement and the
      agreements contemplated hereby will not violate or result in the breach of
      the laws of any jurisdiction applicable or pertaining thereto.

	 	 	 
	2.3 	
      The representations and warranties hereinbefore set out
      are conditions on which the parties have relied in entering into this
      Agreement and will survive the acquisition of any interest in the Property
      by Tiger Jiujiang and each party will indemnify and save the other party
      harmless from all loss, damage, costs, actions and suits arising out of or in
connection with any breach or any representation, warranty, covenant, agreement
or condition made by the other party and contained in this Agreement.








- 3 -

	3. 	
      OPTION

	 	 	 
	3.1 	
      Kiukiang hereby gives and grants to Tiger Jiujiang the
      sole and exclusive right and option to acquire 50% of the right, title and
      interest of Kiukiang in and to the Property, subject only to Kiukiang
      receiving the annual payments, shares and the Royalty, in accordance with
      the terms of this Agreement for and in consideration of the
    following:

	 	 	 
		(a) 	
      Tiger Jiujiang, or its permitted assigns, incurring
      exploration expenditures on the Property of a minimum of US $15,000 on or
      before May 31, 2011;

	 	 	 
		(b) 	
      Tiger Jiujiang, or its permitted assigns, incurring
      exploration expenditures on the Property of a further US $45,000 for
      aggregate minimum exploration expenses of US $60,000 on or before May 31,
      2012; and 

	 	 	 
	 	(c)	Tiger Jiujiang shall allot and issue 1,000,000 shares in
      the capital of Tiger Jiujiang to Kiukiang upon completion of a phase I
      exploration program as recommended by a competent geologist with the
      proviso that the report recommends that further work be carried out on the
      Property;



	3.2 	
      Upon exercise of the Option, Tiger Jiujiang agrees to pay
      Kiukiang, commencing May 31, 2014, the sum of US $25,000 per annum as
      prepayment of the Net Smelter Royalty for so long as Tiger Jiujiang, or
      its permitted assigns, hold any interest in the Property. Failure to make
      any such annual payment shall result in termination of this Agreement in
      accordance with Section 5.1.

	 	 	 
	3.3 	
      Kiukiang further grants to Tiger Jiujiang the right to
      acquire an additional 25% of the right, title and interest of Kiukiang in
      and to the Property by the payment of US $10,000 and by incurring an
      additional US $50,000 in exploration expenditures on the Property on or
      before May 31, 2013.

	 	 	 
	4. 	
      RIGHT OF ENTRY

	 	 	 
	4.1 	
      Until such time as the Option has been exercised, Tiger
      Jiujiang, its employees, agents and independent contractors, will have the
      sole and exclusive right and option to:

	 	 	 
		(a) 	
      enter upon the Property;

	 	 	 
		(b) 	
      have exclusive and quiet possession thereof;

	 	 	 
		(c)	
      do such prospecting, exploration, development or other
      mining work thereon and thereunder as Tiger Jiujiang in its sole
      discretion may consider advisable; and

	 	 	 
		(d) 	
      bring and erect upon the Property such facilities as
      Tiger Jiujiang may consider advisable.




	5. 	
      TERMINATION

	 	 	 
	5.1 	
      Subject to Section 8, this Agreement and the Option will
      terminate:

	 	 	 
		(a) 	
      on May 31, 2011 at 11:59 P.M., unless on or before that
      date, Tiger Jiujiang has incurred exploration expenditures of a minimum of
      US $20,000 on the Property;

	 	 	 
		(b) 	
      on May 31, 2012 at 11:59 P.M., unless on or before that
      date, Tiger Jiujiang has incurred exploration expenditures of a cumulative
      minimum of US $60,000 on the Property;







- 4 -

		
      (c)
	at 11:59 P.M. on May 31 of each and every year,
      commencing on May 31, 2014, unless Tiger Jiujiang has paid to Kiukiang the
    sum of US $25,000 on or before that date.
	 	 	 
	6. 	
      COVENANTS OF KIUKIANG

	 	 	 
	6.1 	
      Kiukiang will:

	 	 	 
		(a) 	
      not do any act or thing which would or might in any way
      adversely affect the rights of Tiger Jiujiang hereunder;

	 	 	 
		(b) 	
      make available to Tiger Jiujiang and its representatives
      all records and files in the possession of Kiukiang relating to the
      Property and permit Tiger Jiujiang and its representatives at its own
  expense to take abstracts therefrom and make copies thereof; and

	 	 	 
	 	(c)	promptly provide Tiger Jiujiang with any and all notices
      and correspondence from government agencies in respect of the
  Property.
	 	 	 
	7. 	
      COVENANTS OF TIGER JIUJIANG

	 	 	 
	7.1 	
      Tiger Jiujiang will:

	 	 	 
		(a) 	
      keep the Property free and clear of all liens, charges
      and encumbrances arising from their operations hereunder and in good
      standing by the doing and filing of all necessary work and by the doing of
      all other acts and things and making all other payments which may be
      necessary in that regard;

	 	 	 
		(b) 	
      permit Kiukiang, or its representatives duly authorized
      by it in writing, at their own risk and expense, access to the Property at
      all reasonable times and to all records prepared by Tiger Jiujiang in
      connection with work done on or with respect to the Property; 

	 	 	 
	 	(c)	conduct all work on or with respect to the Property in a
      careful and miner-like manner and in compliance with all applicable State,
      Provincial and local laws, rules, orders and regulations, and indemnify
      and save Kiukiang harmless from any and all claims, suits, actions made or
      brought against it as a result of work done by Tiger Jiujiang on or with
      respect to the Property; and
	 	 	 
		(d) 	
      obtain and maintain, or cause any contractor engaged
      hereunder to obtain and maintain, during any period in which active work
      is carried out hereunder, adequate insurance.

	 	 	 
	8. 	
      EXERCISE OF OPTION

	 	 	 
	8.1 	
      Once Tiger Jiujiang has incurred the exploration
      expenditures, and made the payments set out in Section 3.1, Tiger Jiujiang
      will, subject to the right of Kiukiang to receive the Royalty and the
      obligation of Tiger Jiujiang to make the annual payments set out in
      Section 3.2, own 50% of Kiukiang’ right, title, and interest in and to the
      Property.

	 	 	 
	9. 	
      ROYALTY

	 	 	 
	9.1 	
      Tiger Jiujiang will pay to Kiukiang an annual royalty
      equal to three percent (3%) of Net Smelter Returns, subject to Section
      9.4.

	 	 	 
	9.2 	
      After the exercise of the Option, payment of the Royalty
      will be made quarterly within 30 days after the end of each yearly quarter
      based upon a year commencing on the 1st day of January and
      expiring on the 31st day of December in any year in which
      production occurs. Within 60 days after the end of each year for which the
      Royalty is payable, the records relating to the
  calculation of Net Smelter Returns for such year will be audited by
      Tiger Jiujiang and any adjustments in the payment of the Royalty will be
      made forthwith after completion of the audit. All payments of the Royalty
      for a year will be deemed final and in full satisfaction of all
      obligations of Tiger Jiujiang in respect thereof if such payments or
      calculations thereof are not disputed by Kiukiang within 60 days after
      receipt by Kiukiang of the said audit statement. Tiger Jiujiang will
      maintain accurate records relevant to the determination of Net Smelter
      Returns and Kiukiang, or its authorized agent, shall be permitted the
  right to examine such records at all reasonable times.








- 5 -

	9.3 	
      The determination of Net Smelter Returns royalty
      hereunder is based on the premise that production will be developed solely
      on the Property except that Tiger Jiujiang will have the right to
      commingle ore mined from the Property with ore mined and produced from
      other properties provided Tiger Jiujiang will adopt and employ reasonable
      practices and procedures for weighing, sampling and assaying, in order to
      determine the amounts of products derived from, or attributable to
      commingled ore mined and produced from the Property. Tiger Jiujiang will
      maintain accurate records of the results of such sampling, weighing and
      analysis with respect to any commingled ore mined and produced from the
      Property. Kiukiang or its authorized agents will be permitted the right to
      examine at all reasonable times such records pertaining to comingling of
      ore or to the calculation of Net Smelter
Returns.





	
    9.4 
	
      Tiger Jiujiang shall have the right at any time to
      purchase one-half of the Royalty by paying to Kiukiang the sum of US
      $100,000 per Royalty percentage point. 

	
      
	
      
	
  

	
      10. 
	
      OBLIGATIONS OF TIGER JIUJIANG AFTER TERMINATION
      

	
      
	
      
	
  

	
      10.1 
	
      In the event of the termination of the Option, Tiger
      Jiujiang will: 

	
      
	
      
	
  

		
    (a) 
	
      leave the Property in good standing for a minimum of one
      (1) year under all applicable legislation, free and clear of all liens,
      charges and encumbrances arising from this Agreement or their operations
      hereunder and in a safe and orderly condition; 

	
       
	
      
	
   

		
    (b) 
	
      deliver to Kiukiang within 60 days of its written request
      a comprehensive report on all work carried out by Tiger Jiujiang on the
      Property (limited to factual matter only) together with copies of all
      maps, drill logs, assay results and other technical data compiled by Tiger
      Jiujiang with respect to the Property; 

	
       
	
      
	
   

		
    (c) 
	
      have the right, and obligation on demand made by
      Kiukiang, to remove from the Property within six (6) months of the
      effective date of termination all facilities erected, installed or brought
      upon the Property by or at the instance of Tiger Jiujiang provided that at
      the option of Kiukiang, any or all of facilities not so removed will
      become the property of Kiukiang; and 

	
       
	
     
	
   

		
    (d) 
	
      deliver to Kiukiang a duly executed transfer in
      registrable form of an undivided 100% right, title and interest in and to
      the Property in favour of Kiukiang, or its nominee. 

	
      
	
     
	
   

	
      11. 
	
  TRANSFER OF TITLE 

	
      
	
     
	
   

	
      11.1 
	
      Upon the request of Tiger Jiujiang, Kiukiang will deliver
      to Tiger Jiujiang a duly executed transfer in registrable form of an
      undivided 50% of Kiukiang’ right, title and interest in and to the
      Property in favour of Tiger Jiujiang which Tiger Jiujiang will be entitled
      to register against title to the Property provided that transfer of legal
      title to the Property as set forth in this Subsection 11.1 is for
      administrative convenience only and beneficial ownership of a 50% interest
      in the Property will pass to Tiger Jiujiang only in accordance with the
      terms and conditions of this Agreement. 







- 6 -

	12. 	
      REGISTRATION OF AGREEMENT

	 	 	 
	12.1 	
      Notwithstanding Section 11 of this Agreement, Tiger
      Jiujiang or Kiukiang will have the right at any time to register this
      Agreement or a Memorandum or similar legally binding document thereof
      against title to the Property.

	 	 	 
	13. 	
      DISPOSITION OF CLAIM

	 	 	 
	13.1 	
      Tiger Jiujiang may at any time sell, transfer or
      otherwise dispose of all or any portion of its interest in and to the
      Property and this Agreement provided that, at any time, Tiger Jiujiang has
      first obtained the consent in writing of Kiukiang, such consent not to be
      unreasonably withheld and further provided that, at any time during the
      currency of this Agreement, any purchaser, grantee or transferee of any
      such interest will have first delivered to Kiukiang its agreement related
      to this Agreement and to the Property, containing:

	 	 	 
		(a) 	
      a covenant with Kiukiang by such transferee to perform
      all the obligations of Tiger Jiujiang to be performed under this Agreement
      in respect of the interest to be acquired by it from Tiger Jiujiang,
      and

	 	 	 
		(b) 	
      a provision subjecting any further sale, transfer or
      other disposition of such interest in the Property and this Agreement or
      any portion thereof to the restrictions contained in this Subsection
      13.1.

	 	 	 
	13.2 	
      The provisions or Subsection 13.1 of this Agreement will
      not prevent either party from entering into an amalgamation or corporate
      reorganization which will have the effect in law of the amalgamated or
      surviving company possessing all the property, rights and interests and
      being subject to all the debts, liabilities and obligations of each
      amalgamating or predecessor company.

	 	 	 
	14. 	
      ABANDONMENT OF PROPERTY

	 	 	 
	14. 	
      l Tiger Jiujiang shall have the unfettered right at any
      time after the exercise of the Option to abandon all or any part of its
      interest in the Property by delivering a notice in writing of their
      intention to do so to Kiukiang, such notice to list the part or parts of
      the Property to be abandoned, and if within 30 days of receipt of such
      notice Kiukiang delivers to Tiger Jiujiang a notice (“Reacquisition
      Notice”) stating its intention to reacquire all or part or parts of the
      Property, Tiger Jiujiang will deliver to Kiukiang duly executed recordable
      transfers of its interest in such part or parts of the Property as
      Kiukiang has set forth in the Reacquisition Notice, such part or parts to
      be in good standing for at least one year beyond the date of delivery of
      such transfers and to be free and clear of all liens, charges, and
      encumbrances arising from the operations of Tiger Jiujiang or its agents
      or subcontractors hereunder.

	 	 	 
	15. 	
      CONFIDENTIAL NATURE OF INFORMATION

	 	 	 
	15.1 	
      The parties agree that all information obtained from the
      work carried out hereunder and under the operation of this Agreement will
      be the exclusive property of the parties and will not be used other than
      for the activities contemplated hereunder except as required by law or by
      the rules and regulations of any regulatory authority having jurisdiction,
      or with the written consent of both parties, such consent not to be
      unreasonably withheld. Notwithstanding the foregoing, it is understood and
      agreed that a party will not be liable to the other party for the
      fraudulent or negligent disclosure of information by any of its employees,
      servants or agents, provided that such party has taken reasonable steps to
      ensure the preservation of the confidential nature of such
    information.







- 7 -

	16. 	FURTHER ASSURANCES 
	
      
	
    

	
      16.1 
	
      The parties hereto agree that they and each of them will
      execute all documents and do all acts and things within their respective
      powers to carry out and implement the provisions or intent of this
      Agreement. 

	
      
	
    

	
      17. 
	
  NOTICE 

	
      
	
   

	
      17.1 
	
      Any notice, direction or other instrument required or
      permitted to be given under this Agreement will be in writing and will be
      given by the delivery or the same or by mailing the same by prepaid
      registered or certified mail in each case addressed as follows: 

	
      
	
    
	
    

	
      	
    (a) 	
  if to Kiukiang 

	
      
	
    
	
  Kiukiang Gold Mining Company, 

	
      
	
    
	
  39 Lane 1199, 

	
      
	
    
	
  Jiujiang City, Jiujiang, China 

	
      
	
    
	
  Attention: Sun Yuen Chun 

	
      
	
    
	 
	
    	
   (b)	
  if to Tiger Jiujiang Mining, Inc. 

	
      
	
    
	
  1620 Central Avenue, Suite 202 

	
      
	
    
	
  Cheyenne Wyoming, USA 82001 

	
      
	
    
	
  Attention: Chang Ya-Ping 

	
      
	
    
	
    

	
      l7.2 
	
      Any notice, direction or other instrument aforesaid will,
      if delivered, be deemed to have been given and received on the day it was
      delivered, and if mailed, be deemed to have been given and received on the
      fifteenth business day following the day of mailing, except in the event
      of disruption of the postal services in which event notice will be deemed
      to be received only when actually received. 

	
      
	
    

	
      17.3 
	
      Any party may at any time give to the other notice in
      writing of any change of address of the party giving such notice and from
      and after the giving of such notice, the address or addresses therein
      specified will be deemed to be the address of such party for the purpose
      of giving notice hereunder. 

	
      
	
    

	
      18. 
	
  HEADINGS 

	
      
	
    

	
      18.1 
	
      The headings to the respective sections herein will not
      be deemed part of this Agreement but will be regarded as having been used
      for convenience only. 

	
      
	
    

	
      19. 
	
  DEFAULT 

	
      
	
    

	
      19.1 
	
      If any party (a “Defaulting Party”) is in default of any
      requirement herein set forth other than the provisions of Section 5 for
      which notice of default need not be given, the party affected by such
      default will give written notice to the defaulting Party specifying the
      default and the Defaulting Party will not lose any rights under this
      Agreement, unless within 30 days after the giving of notice of default by
      the affected party the Defaulting Party has cured the default by the
      appropriate performance and if the Defaulting Party fails within such
      period to cure any such default, the affected party will be entitled to
      seek any remedy it may have on account of such default.








- 8 -

	20. 	
      PAYMENT

	 	 
	20.1 	
      All references to monies hereunder will be in Chinese
      Funds except where otherwise designated. All payments to be made to any
      party hereunder will be mailed or delivered to such party at its address
      for notice purposes as provided herein, or for the account of such party
      at such bank or banks in China as such party may designate from time to
      time by written notice. Said bank or banks will be deemed the agent of the
      designating party for the purpose of receiving and collecting such
      payment.

	 	 
	21. 	
      ENUREMENT

	 	 
	21.1 	
      Subject to Section 13, this Agreement will enure to the
      benefit of and be binding upon the parties hereto and their respective
      successors and permitted assigns.

	 	 
	22. 	
      TERMS

	 	 
	22.1 	
      The terms and provisions of this Agreement shall be
      interpreted in accordance with the laws of Wyoming.

	 	 
	23. 	
      ARBITRATION:

	 	 
	23.1 	
      If a dispute arises out of or relates to this Agreement,
      or the breach thereof, and if said dispute cannot be settled through
      direct discussion, the parties agree to first endeavor to settle the
      dispute in an amicable manner by mediation under the Commercial Mediation
      Rules of the American Arbitration Association before resorting to
      arbitration. Thereafter, any unresolved controversy or claim arising out
      of or relating to this Agreement or a breach thereof shall be settled by
      arbitration in accordance with the rules of the American Arbitration
      Association in the jurisdiction of Cheyenne, Wyoming, and judgment upon
      the award rendered by the Arbitrator may be entered in any court having
      jurisdiction thereof.

	 	 
	23.2 	
      Any provisional remedy, which would be available from a
      court of law, shall be available to the parties to this Agreement from the
      Arbitrator pending arbitration.

	 	 
	23.3 	
      In the event that a dispute results in arbitration, the
      parties agree that the prevailing party shall be entitled to reasonable
      attorney’s fees to be fixed by the arbitrator.

	 	 
	24. 	
      FORCE MAJEURE

	 	 
	24.1 	
      No party will be liable for its failure to perform any of
      its obligations under this Agreement due to a cause beyond its control
      (except those caused by its own lack of funds) including, but not limited
      to acts of God, fire, flood, explosion, strikes, lockouts or other
      industrial disturbances, laws, rules and regulations or orders of any duly
      constituted governmental authority or non- availability of materials or
      transportation (each an “Intervening Event”).

	 	 
	24.2 	
      All time limits imposed by this Agreement, other than
      those imposed by Section 5, will be extended by a period equivalent to the
      period of delay resulting from an Intervening Event described in
      Subsection 23.1.

	 	 
	24.3 	
      A party relying on the provisions of Subsection 23.1 will
      take all reasonable steps to eliminate an Intervening Event and, if
      possible, will perform its obligations under this Agreement as far as
      practical, but nothing herein will require such party to settle or adjust
      any labour dispute or to question or to test the validity of any law, rule,
      regulation or order of any duly constituted governmental authority or to
      complete its obligations under this Agreement if an Intervening Event
  renders completion impossible. 








- 9 -

	
      25. 
	
      ENTIRE AGREEMENT 

	
       
	
        

	
      25.1 
	
      This Agreement constitutes the entire agreement between
      the parties and replaces and supersedes all prior agreements, memoranda,
      correspondence, communications, negotiations and representations, whether
      verbal or written, express or implied, statutory or otherwise between the
      parties with respect to the subject matter herein. 

	
       
	
        

	
      26. 
	
      TIME OF ESSENCE 

	
       
	
        

	
      26.1 
	
      Time will be of the essence in this Agreement. 

	
       
	
        

	
      27. 
	
      ENFORCEMENT OF AGREEMENT 

	
       
	
        

	
      27.1 
	
      The covenants, promises, terms and conditions contained
      herein will be binding upon the parties jointly and severally and may
be enforced by each as against each other inter se.



IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the day and year first above written.

Kiukiang Gold Mining Company

	                   	/s/ “Sun Yuen Chun” 
	Per: 	  
		by its Authorized Signatory
  


TIGER JIUJIANG MINING, INC.

	                 
    	/s/ “Chang Ya-Ping” 
	Per: 	  
		by its Authorized Signatory