Exhibit 10.1


    EXHIBIT
      10.1

    


    


    


    


    


    


    


    AGREEMENT
      AND PLAN OF REORGANIZATION

    


    


    By

    And

    Among

    


    


    


    DRAGON
      GOLD RESOURCES, INC.

    a
      Nevada Corporation,

    


    


    SECURE
      VOICE COMMUNICATIONS, INC.

    a
      Texas Corporation,

    


    AND

    


    THE
      SHAREHOLDERS OF 

    SECURE
      VOICE COMMUNICATIONS, INC.

    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    AGREEMENT
      AND PLAN OF REORGANIZATION

    


    THIS
      AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”)
      is
      made effective as of May 31, 2007, by and among Dragon Gold Resources, Inc.,
      a
      Nevada corporation (“Dragon
      Gold”),
      Secure Voice Communications, Inc., a Texas corporation (“Company”)
      and
      the shareholders of the Company (“Shareholders”).

    


    


    RECITALS

    


    WHEREAS,
      the
      Shareholders are the record and beneficial owner of 40,098,000 shares of common
      stock of the Company, which represents all of the issued and outstanding common
      stock of Company (“Company Stock”);

    


    WHEREAS,
      the
      Shareholders desires to sell and Dragon Gold desires to purchase from
      Shareholders all of the Company Stock in exchange for an aggregate of
      3,207,840,000 shares of Dragon Gold common stock (“Dragon Gold
      Stock”);

    


    WHEREAS,
      the
      respective Boards of Directors of Dragon Gold and the Company have determined
      that the exchange is fair to, and in the best interests of, such entities and
      have duly approved and adopted this Agreement and the transactions contemplated
      herein;

    


      NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual promises made herein, and in
      consideration of the representations, warranties, and covenants contained
      herein, the parties agree as follows:

    


    ARTICLE
      I

    DEFINITIONS

    


    As
      used
      in this Agreement, the following terms have the meanings indicated:

    


    
      	1.01.  	
              Closing:
                The consummation of the transactions contemplated by this
                Agreement.

            


    

    


    
      	1.02.  	
              Closing
                Date
                shall mean the time and date that the Closing occurs.
                

            


    

    


    
      	1.03.  	
              Company
                Financial Statements
                shall consist of an audited balance sheet, statement of income, statement
                of cash flows, and statement of stockholder’s equity of the Company for
                the period of inception through May 8,
                2007.

            


    

    


    
      	1.04.  	
              Company
                Last Balance Sheet Date
                shall mean the period ended May 8,
                2007.

            


    

    


    
      	1.05.  	
              Company
                Stock
                shall mean all of the outstanding shares of capital stock of the
                Company.

            


    

    


    
      	1.06.  	
              GAAP:
                Generally accepted accounting
                principles.

            


    

    


    
      	1.07.  	
              Government
                shall mean any federal, state, local, municipal, or foreign government
                or
                any department, commission, board, bureau, agency, instrumentality,
                unit,
                or taxing authority thereof.

            


    

     

    
      	1.08.  	
              Intellectual
                Property
                means all (a) licenses, patents, patent applications, patent disclosures,
                and improvements hereto, (b) trademarks, service marks, trade dress,
                logos, trade names, and corporate and company names and registrations
                and
                applications for registration thereof, (c) copyrights and registrations
                and applications for registration thereof, (d) computer software,
                data,
                code sources and documentation, and improvements thereto, (e) trade
                secrets and confidential business information (including ideas, formulas,
                compositions, inventions whether patentable or unpatentable and whether
                or
                not reduced to practice, know-how, processes and techniques, plans,
                proposals, technical data, copyrightable works, financial, marketing,
                and
                business data, pricing and cost information, business and marketing
                plans,
                and customer and supplier lists and information), (f) other proprietary
                rights, (g) copies and tangible embodiments thereof (in whatever
                form or
                medium), and (h) other intellectual and intangible property rights,
                including all registrations and applications therefore, and all
                continuations, continuations in part, and divisional applications.
                

            


    

    


    
      	1.09.  	
              Knowledge
                means knowledge after a diligent and reasonable
                investigation.

            


    

     

    
      	1.10.  	
              Material
                Adverse Effect
                shall mean any change in the financial condition or operation of
                the
                business that would materially affect the Company’s business adversely,
                including, but not limited to, material changes to management, business
                conditions, or financial condition.

            


    

    


    
      	1.11.  	
              Proposal
                shall have the meaning set forth in Section
                8.16.

            


    

    


    
      	1.12.  	
              Reverse
                Split
                shall mean a one-for-eighty reverse split of the Dragon Gold Stock
                that
                does not reduce the number of shares of Dragon Gold Stock it is authorized
                to issue.

            


    

    


    
      	1.13.  	
              SEC
                shall mean the Securities and Exchange
                Commission.

            


    

    


    
      	1.14.  	
              SEC
                Filings
                shall mean the Form 10-KSB filed August 1, 2006, the Form 10-QSB
                filed on
                November 14, 2006 and the Form 10-QSB filed February 14, 2007.
                

            


    

    


    ARTICLE
      II

    EXCHANGE

    


    On
      the
      basis of the representations, warranties, covenants, and agreements contained
      in
      this Agreement and subject to the terms and conditions of this
      Agreement:

    


    2.01. Exchange.
      The
      Shareholders shall assign, transfer and convey at the Closing shares of Company
      Stock to Dragon Gold in exchange for shares of Dragon Gold Stock to be issued
      at
      the rate of one share of Dragon Gold Stock for one Share of Company Stock.
      

     

    2.02. Purchase
      Price.
      The
      purchase price in con-sideration of the sale of all the Company Stock shall
      be
      shares of Dragon Gold Stock.

    


    2.03. Tax
      Consequences.
      Each
      party shall be responsible for ascertaining and resolving its own tax
      consequences resulting from the transaction. No party shall make any
      representation as to any possible tax consequences arising as the result of
      the
      transaction. However, it is intended that the transaction contemplated hereby
      will qualify as a tax-free reorganization.

    


    2.04. Consideration.
      The
      Company Stock referred to in Section 2.01 and the consideration to be paid
      by
      Dragon Gold referred to in Sections 2.02 shall constitute all of the
      consideration to be paid in connection with the transactions contemplated by
      this Agreement.

    


    2.05.
      The
      Closing.
      The
“Closing” of the transactions contemplated by this Agreement shall be negotiated
      and concluded between Dragon Gold, the Company, and the Shareholders on or
      before May 9, 2007 (the “Closing Date”), at the offices of Brewer &
Pritchard, P.C., Three Riverway, Suite 1800, Houston, Texas 77056. The
      Shareholders will transfer to Dragon Gold all of its right, title and interest
      in and to the Company now held or hereafter acquired by them in exchange for
      the
      consideration set forth herein. Such ownership interest in and to the Company
      will be transferred by the Shareholders to Dragon Gold free and clear of any
      liens, encumbrances or other obligations. 

     

    
       

    

    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES OF 

    THE
      COMPANY AND SHAREHOLDERS

    


    The
      Company and Shareholders hereby agree, represent, and warrant to Dragon Gold,
      on
      the date of this Agreement, as follows:

    


    3.01. Organization
      and Qualification.
      

    


    (a) The
      Company is a corporation duly organized, validly existing, and in good standing
      under the laws of the State of Texas, with all requisite power and authority
      to
      conduct its business and is not in breach of, or in default with respect to,
      any
      term of its Articles of Incorporation, Bylaws or other organizational documents.
      The Company has obtained all necessary consents, authorizations, approvals,
      orders, licenses, certificates, and permits of and from, and declarations and
      filings with, all federal, state, local, and other governmental authorities
      and
      all courts and other tribunals, to own, lease, license, and use its properties
      and assets and to carry on the business in which it is now engaged, except
      where
      the failure to do so would not have a Material Adverse Effect. The Company
      is
      duly qualified to transact the business in which it is engaged in every
      jurisdiction in which its ownership, leasing, licensing, or use of property
      or
      assets or the conduct of its business makes such qualification necessary, except
      where the failure to do so would not have a Material Adverse
      Effect.

     

    (b) The
      Company does not have and has never had any subsidiaries and does not directly
      or indirectly own any equity interest in, or any interest convertible into
      or
      exchangeable for any equity or similar interest in, any corporation,
      partnership, joint venture or other business association or entity.

    


    3.02. Capitalization.
      The
      Shareholders collectively own one hundred (100%) percent of the issued and
      outstanding shares of Company Stock, which constitutes all of the outstanding
      capital stock of Company. The Company Stock is not owned or held in violation
      of
      any preemptive right of any other person or entity, is validly authorized,
      validly issued, fully paid and non-assessable, and is owned of record and
      beneficially by the Shareholders. The shares of Company Stock held by the
      Shareholders are restricted securities and are free and clear of all liens,
      security interests, pledges, charges, encumbrances, voting agreements, and
      voting trusts. There is no commitment, plan, or arrangement to issue, and no
      outstanding option, warrant, convertible debt agreement or other right calling
      for the issuance of, any shares of capital stock of the Company or any security
      or other instrument convertible into, exercisable for, or exchangeable for
      capital stock of the Company.

    


    3.03. Due
      Authorization; Third Party Consents.
      The
      Company has the right, power, legal capacity, and authority to enter into and
      perform its obligations under this Agreement, and no approval or consent of
      any
      person other than the Company is necessary in connection with the execu-tion,
      delivery, or performance of this Agreement. The execu-tion, delivery, and
      performance of this Agreement by the Company has been duly authorized by its
      board of directors and no other corporate proceedings on the part of the Company
      are necessary to authorize this Agree-ment or the consummation of the
      transactions contemplated hereby. This Agreement constitutes a legal and binding
      obliga-tion of the Company, and is valid and enforceable against the Company
      in
      accordance with its terms.

    


    3.04. Litigation.
      There
      is not any suit, action, arbitration, or legal, administrative, or other
      proceeding or governmental investigation (formal or informal), pending or to
      the
      best of Company’s Knowledge threatened (or any basis therefor known to the
      Company), with respect to the Company or the Shareholders (as it relates to
      the
      business of the Company), including but not limited to any action or claim
      under
      any federal, state, local or other governmental act, rule, regulation, or any
      interpretations thereof, relating to environmental matters or the protection
      of
      the safety and health of persons connected with the Company’s business
      (including but not limited to the transportation, treatment, storage, recycling,
      disposal, or release into the environment of hazardous or toxic materials or
      waste), or any basis on which any proceeding or investigation against the
      Company or the Shareholders might reasonably be undertaken or brought. The
      Company is not presently engaged in any legal action to recover monies due
      to
      the Company, for damages sustained by the Company, or amounts owed to the
      Company. During the two year period immediately preceding the Closing, the
      Company has neither received nor been a party to any written notice of
      violations, orders, claims, citations, complaints, penalties, assessments,
      court, or other proceedings, administrative, civil or criminal, at law or in
      equity. 

    


    3.05. Employees.
      The
      Company does not have or contribute to any pension, profit-sharing, option,
      other incentive plan, or other Employee Benefit Plan (as defined in Section
      3(3)
      of the Employee Retirement Income Security Act of 1974), or have any obligation
      to or customary arrangement with employees for bonuses, incentive compensation,
      vacations, severance pay, insurance, or other benefits except as set forth
      in
      Schedule 3.05. Schedule 3.05 is a list of each employee and consultant and
      the
      compensation paid to each employee and consultant.

     

    
          3.06. No
        Violation of Employee Contracts.
        No
        current or prior employee, consultant or Shareholder of the Company has any
        employment or consulting agreement with the Company, except as set forth
        in
        Schedule 3.06. To the knowledge of the Company, no employee of the Company
        is in
        violation of any term of any contract, non-competition agreement, or any
        other
        contract or agreement or any restrictive covenant with, or any other common
        law
        obligation to, a former employer relating to the right of any such employee
        to
        be employed by the Company because of the nature of the business conducted
        by
        the Company or of the use of trade secrets or proprietary informa-tion of
        others. There is neither pending nor, to the Knowledge of the Company,
        threatened, any actions, suits, proceedings, or claims with respect to any
        contract, agreement, covenant, or obligation referred to in the preceding
        sentence.

    

    


    3.07. Contracts,
      Agreements and Instruments.
      Schedule 3.07 includes the following documents of the Company:

    


    3.07.01.
      True and correct copies of all material contracts, agreements and other
      instruments of the Company, as well as verbal understandings, involving an
      obligation on the part of the Company to pay or to render services, individually
      or in the aggregate, in excess of $25,000 per year or to receive payments in
      excess of $25,000 per year that is not entered in the ordinary course of
      business. 

    


    3.07.02.
      True and correct copies of all verbal and written contracts, arrangements,
      and
      understandings 

    with
      officers, directors, and five percent or greater shareholders, except as
      disclosed in this Agreement. 

    


    Except
      for matters which, in the aggregate, would not have a Material Adverse Effect
      or
      are otherwise disclosed in the Schedules attached hereto or in the Agreement,
      to
      the Knowledge of the Company, no other party to any such contract, agreement,
      instrument, leases, or license is now in violation or breach of, or in default
      with respect to complying with, any material provision thereof, and each such
      contract, agreement, instrument, lease, or license contained in the Schedules
      hereto is in full force and effect and is the legal, valid, and binding
      obligation of the Company and is enforceable as to them in accordance with
      its
      terms. The Company does not have Knowledge that any other party to any such
      contract listed in Schedule 3.07 has given notice of termination or taken any
      action inconsistent with the continuance of such arrangement or understanding,
      except for matters which, in the aggregate, would not have a Material Adverse
      Effect; and the execution, delivery, and performance of this Agreement will
      not
      prejudice any such arrangement or understanding in any way contained in the
      Schedules hereto, except for matters which, in the aggregate, would not have
      a
      Material Adverse Effect. The Company is not a member of a customer or user
      organization or of a trade association which relationship would be materially
      affected by the execution and performance of this Agreement.

     

    3.08. Consents
      and Approvals; No Violation.
      The
      execution and delivery and performance of this Agreement by the Company will
      not
      (a) conflict with or result in any breach of any provision of the Articles
      of
      Incorporation, Bylaws or other organization documents of the Company, (b)
      require any consent, approval, authorization or permit of, or filing with or
      notification to, any Governmental Authority (as defined herein), or where the
      failure to obtain such consent, approval, authorization or permit, or to make
      such filing or notification, would not in the aggregate have a Material Adverse
      Effect, (c) result in a material default (with or without due notice or lapse
      of
      time or both) (or give rise to any right of termination, cancellation or
      acceleration) under any of the terms, conditions or provisions of any note,
      bond, mortgage, indenture, contract, license, agreement or other instrument
      or
      obligation to which the Company is a party or by which the Company or any of
      its
      assets may be bound, except for such defaults (or rights of termination,
      cancellation or acceleration) as to which requisite waivers or consents have
      been requested, (d) result in the creation or imposition of any lien, charge
      or
      other encumbrance on the assets of the Company, or (e) violate any order, writ,
      injunction, decree, statute, rule or regulation applicable to the Company or
      any
      of its assets.

    


    


    3.09. Financial
      Statements.
      The
      Company has delivered to Dragon Gold an unaudited Company balance sheet as
      of
      May 8, 2007, which fairly presents in all material respects the financial
      position of the Company to which it relates as of its date, and each of the
      related consolidated statements of operations and retained earnings and cash
      flows or equivalent statements in the Company Financial Statements (including
      any related notes and schedules) in accordance with generally accepted
      accounting principles. 

    


    3.10. Undisclosed
      Liabilities.
      There
      are no undisclosed and/or contingent liabilities that may bear upon the value
      of
      the Company’s business and its financial condition that is not reflected in the
      Company Financial Statements. 

    


    3.11. Permits
      and Licenses.
      The
      Company has all permits, licenses, and other similar authorizations necessary
      for the conduct of its busi-ness as now being conducted by it, and it is not
      in
      default in any respect under any such permits, licenses, or authoriza-tions,
      except for the absence of which would not have a Material Adverse Effect. No
      royalties, commissions, or fees are payable by the Company to any person by
      reason of the ownership or use of any intangible property. The Company is the
      sole and exclusive owner of all of its assets, does not use any of its assets
      by
      the consent of any other person and is not required to and does not make any
      payments to others with respect thereto. Except as set forth in Schedule 3.11,
      there are no material licenses, sub-licenses, or agreements relating to the
      use
      of any intangible property of the Company now in effect, and the Company has
      no
      Knowledge that any intangible property of the Company is being infringed by
      others. No claim that would have a Material Adverse Effect on the business
      of
      the Company is pending or, to the Knowledge of the Company, threatened, or
      has
      been made since the Company’s inception to the effect that, nor does the Company
      have any Knowledge that, the operation of the Company’s business or any method,
      process, part, or material that the Company employs, conflicts in any material
      way with, or infringes in any material way upon any rights of the type
      enumerated above, owned by others.

    


    3.12. Properties.
      The
      Company has good and valid title to all properties and assets used in its
      business or owned by it, free and clear of all liens, mortgages, security
      interests, pledges, charges, and encumbrances (except for liens for current
      taxes not yet due or disclosed on the Company’s Last Balance Sheet Date).


    


    3.13. Hazardous
      Materials.
      To the
      best of the Company’s Knowledge, the Company has complied with any and all
      applicable laws, ordinances, rules, and regulations related to the posses-sion,
      transportation, or disposal of hazardous materials. To the Knowledge of the
      Company, no employee of the Company has been exposed to hazardous materials
      such
      that exposure could cause damage to such employee.

    


    3.14.  Interest
      in Competitors.
      No
      shareholder, officer or director of the Company, nor any spouse or child of
      any
      shareholder, officer or director with authority to enter into con-tracts on
      behalf of the Company, has any direct or indirect interest in any competitor,
      supplier, or customer of the Company or in any person from whom or to whom
      the
      Company leases any real or personal property, or in any other person with whom
      the Company is doing business.

    


    3.15. Tax
      and Other Liabilities.
      The
      Company does not have any present liability of any nature, accrued or
      contingent, of the type required to be reflected on a balance sheet or in
      appropriate footnotes prepared in accordance with GAAP, including, without
      limitation, liabilities for federal, state, local, or foreign taxes and
      liabilities to customers or suppliers, which could have a Material Adverse
      Effect upon the Company, other than the following:

    


    
      	i.  	
              Liabilities
                for which full provision has been made on the Company’s Last Balance
                Sheet; and

            


    

    


    
      	 	
              ii.

            	
              Other
                liabilities arising since the date of the Company’s Last Balance Sheet and
                prior to the Closing in the ordinary course of business which are
                not
                inconsistent with the representations and warranties of the Company
                or any
                other provision of this Agreement.

            


    

    


    Without
      limiting the generality of the foregoing, the amounts set forth as provisions
      for taxes on the Company Last Balance Sheet are sufficient for all accrued
      and
      unpaid taxes of the Company, whether or not due and payable and whether or
      not
      disputed, under tax laws, as in effect on the date of the Company’s Last Balance
      Sheet or now in effect, for the period ended on such date and for all fiscal
      years prior thereto. The Company has filed all applicable tax returns required
      to be filed by it or has obtained applicable extensions and are not delinquent
      with respect to such extensions; have paid (or have established on the Company
      Last Balance Sheet a reserve for) all taxes, assessments, and other governmental
      charges payable or remittable by it or levied upon it or its properties, assets,
      income, or franchises, which are due and payable and have delivered to Dragon
      Gold a true and correct copy of any report as to adjustments received by the
      Company from any taxing authority during the past five years and a statement
      as
      to any litigation, governmental or other proceeding (formal or informal), or
      investigation pending.

    


    3.16. Changes
      or Events.
      Since
      the Company Last Balance Sheet Date:

    


    3.16.01.
      There has been no event or condition affecting the Company which would have
      a
      Material Adverse Effect on the Company.

    


    3.16.02.
      The Company has not authorized, declared, paid or effected any dividend or
      liquidation or other distribution in respect of the Company Stock or other
      equity interest or any direct or indirect redemption, purchase or other
      acquisition of any equity interest of the Company.

    


    3.16.03.
      The Company has not had any changes in its condition (financial or otherwise),
      liabilities, assets, or business or in any of its business relationships,
      including relationships with suppliers or customers, that, when considered
      individually or in the aggre-gate, might reasonably be expected to have a
      Material Adverse Effect.

    


    3.16.04.
      The Company has not experienced any destruction of, damage to, or loss of any
      asset (regardless of whether covered by insurance) that, when considered
      individually or in the aggregate, might reasonably be expected to have a
      Material Adverse Effect.

    


    3.16.05.
      The Company has not made any changes in accounting methods or practices
      (including, without limitation, any change in depreciation or amortization
      policies or rates), except for any such changes as were required by
      law.

    


    3.16.06.
      Other than in the ordinary course of business, the Company has not increased
      the
      salary or other compensation payable or to become payable by the Company to
      any
      employee, or the declaration, payment, or commitment or obligation of any kind
      for the pay-ment by the Company of a bonus or other additional salary or
      compensation to any such person.

    


    3.16.07.
      The Company has not sold, leased, transferred, or assigned any of their assets,
      tangible or intangible, other than for a fair consideration in the ordinary
      course of business;

    


    3.16.08.
      No party has accelerated, terminated, modified or cancelled any agreement,
      contract, lease or license (or series of related agreements, contracts, leases
      and licenses) involving more than $25,000 to which the Company is a
      party;

    


    3.16.09.
      The Company has not made any loans to any person or entity, or guaranteed any
      loan;

     

          
      3.16.10. To the Knowledge of the Company, the Company has not suffered any
      loss
      or any threatened loss of any permit, license, qualification, special charter
      or
      certificate of authority held or enjoyed or formerly held or enjoyed by the
      Company which loss has had or upon occurrence might reasonably be expected
      to
      have a Material Adverse Effect;

    


    3.16.11.
      The Company has operated its business in the ordinary course and consistent
      with
      past practices so as to preserve its business organization intact, to retain
      the
      ser-vices of its employees and to preserve its goodwill and relationships with
      suppliers, creditors, cus-tomers, and others having business relationships
      with
      it;

    


    3.16.12.
      The Company has not issued any note, bond or other debt security or created,
      incurred or assumed, or guaranteed any indebtedness for borrowed money or
      capitalized lease obligations;

    


    3.16.13.
      The Company has not delayed or postponed the payment of accounts payable and
      other liabilities outside the ordinary course of business;

    


    3.16.14.
      The Company has not granted any license or sublicense of any rights under or
      with respect to any Intellectual Property owned or licensed by the
      Company;

     

    3.16.15.
      The Company has not made any loan to, or entered into any other transaction
      with, any of its directors, officers, and employees, outside the ordinary course
      of business; and 

    


    3.16.16.
      The Company has not made any agreement to do any of the things described in
      the
      preceding clauses 3.16.01 through 3.16.15.

    


    3.17 Intellectual
      Property.
      The
      Company does not own or have pending, nor has it licensed, any Intellectual
      

    Property,
      other than as described in Schedule 3.17 (the “Company Intellectual Property”).
      The Company Intellectual Property has not been the subject of any interference,
      opposition or cancellation proceedings. No Shareholder, employee of the Company
      or affiliate of the Shareholders, nor any other partnership or enterprise in
      which the Shareholders, any employee, or any relative or affiliate had or now
      has a 5% or greater ownership interest or other substantial interest, possesses
      any Intellectual Property which is used by the Company pursuant to any agreement
      or arrangement with such person. The Company has not received any written notice
      or written claim of infringement by the Company of the Intellectual Property
      of
      any third party. There is no infringement by others of the Intellectual Property
      of the Company. 

    


    3.18.
      No
      Defaults.
      The
      consummation of the transactions contemplated by this Agreement will not result
      in or constitute any of the following: (i) a breach of any term or provision
      of
      any other agreement of the Company that will not be waived or released at
      Closing; (ii) a default or an event that will not be waived or released at
      Closing, and that, with notice or lapse of time or both, would be a default,
      breach, or violation of the Articles of Incorporation or Bylaws of the Company
      or of any lease, license), promissory note, conditional sales contract,
      commitment, inden-ture, mortgage, deed of trust, or other agreement, instrument,
      any Intellectual Property, or arrangement to which the Company is a party or
      by
      which the Company or its assets are bound; (iii) an event that will not be
      waived or released at Closing and that would permit any party to termi-nate
      any
      agreement or to accelerate the maturity of any in-debtedness or other obligation
      of the Company; (iv) the creation or imposition of any lien, charge, or
      encumbrance on any of the Company’s assets; or (v) a violation of any law or any
      rule or regulation of any administrative agency or governmental body unrelated
      to the business or any order, writ, injunction or decree of any court,
      administrative agency or governmental body to which the Company is
      subject.

    


    3.19. No
      Prohibited Payments.
      Neither
      the Company nor any employee, or agent of the Company, has made or authorized
      any payment of funds of the Company or on behalf of the Company prohibited
      by
      law and no funds of the Company have been set aside to be used for any payment
      prohibited by law.

    


    3.20. Insurance.
      The
      Company maintains insurance coverage necessary to meet its business
      needs.

    


    3.21. Completeness
      of Disclosure.
      No
      representation or warranty in this Agreement and no Appendix, Schedule, Exhibit,
      or certificate prepared by the Company pursuant hereto and no statement made
      or
      other document prepared by the Company and furnished to Dragon Gold by the
      Company contains any untrue statement of a material fact or omits or will omit
      any material fact necessary in order to make the statements contained therein
      not misleading.

    


    Each
      of
      the Shareholders represents and warrants the following:

    


    3.22. Restricted
      Stock.
      Each
      Shareholder understands and acknowledges that all of the shares of the common
      stock of Dragon Gold to be issued to them shall be issued under an exemption
      from registration provided for under Section 4(2) of the Securities Act of
      1933,
      as amended (the “Act”). Consequently, the Shareholders understand and
      acknowledge that such common stock will be “restricted stock” as that term is
      defined in Rule 144 promulgated under the Act, and that (a) appropriate legends
      will be imprinted upon all certificates for the shares of common stock of Dragon
      Gold to be issued to the Shareholders, and (b) appropriate stop transfer orders
      will be entered in the stock transfer records of Dragon Gold. In addition,
      the
      Shareholders represent his/her intention to acquire the shares of Dragon Gold
      for his/her own account, for investment purposes only, and not with a view
      to
      any subsequent resale or distribution thereof. 

    


    3.23. Authorization.
      All
      action on the part of the individual Shareholders necessary for the
      authorization, execution and delivery of this Agreement by the Shareholders
      and
      the Company have been taken.

    


    3.24. Title
      to the Shares.
      Each of
      the Shareholders owns, and is transferring to Dragon Gold at the Closing, good,
      valid and marketable title to the number of shares of Company Stock set forth
      opposite the name of the Shareholders on the signature page hereof, free and
      clear of all liens, claims, options and encumbrances whatsoever. Each
      Shareholder represents that there are no outstanding options, warrants or rights
      to purchase or acquire any of the Company Stock of the individual Shareholders
      nor is the Company Stock owned by each Shareholder subject to any voting
      agreements, pledges, shareholders agreement or lock-up agreement, or rights
      of
      first refusals. Each of the Shareholders represents that the shares of Company
      Stock being transferred represent all the Company securities, of any kind,
      held
      by such Shareholder. Each Shareholder hereby represents that the Common Stock
      is
      evidenced in “book entry” format and, accordingly, no Common Stock certificates
      have been issued.

    


    3.25. Purchase
      Entirely for His Own Account.
      The
      Dragon Gold securities will be acquired for investment for each of the
      Shareholders’ own account, not as a nominee or agent, and not with the view to
      the resale or distribution of any part thereof, and each of the Shareholders
      has
      no present intention of selling, granting any participation in, or otherwise
      distributing the Dragon Gold securities. Each of the Shareholders have no
      contract, undertaking, agreement or arrangement with any person to sell,
      transfer or grant participation to such person with respect to any of the
      securities of Dragon Gold. 

    


    3.26. Disclosure
      of Information.
      Each of
      the Shareholders has reviewed the SEC Filings and has had the opportunity to
      ask
      questions of, and receive answers from, representatives of Dragon Gold to obtain
      additional information regarding Dragon Gold.

    


    
      	3.27.  	
              Accredited
                Investor.
                Each Shareholder hereby represents that he/she/it is an “accredited
                investor” as 

            


    

    defined
      in Rule 501 of Regulation D of the Securities Act of 1933. 

    


    3.28. Acceptance
      of Dragon Gold Stock.
      Each
      Shareholder has read this Agreement, agrees to be bound by all the terms of
      this
      Agreement, and accepts Dragon Gold Stock in exchange for Company Stock in the
      denominations set forth in Schedule 2.01.

     

     

    ARTICLE
      IV

    REPRESENTATIONS
      AND WARRANTIES OF DRAGON
      GOLD

    


    Dragon
      Gold hereby agrees, represent, and warrant to the Company, on the date of this
      Agreement, as follows:

    


    4.01.
       Organization
      and Qualification.
      

    


    (a) Dragon
      Gold is a corporation duly organized, validly existing, and in good standing
      under the laws of the State of Nevada, with all requisite power and authority
      to
      conduct its business and is not in breach of, or in default with respect to,
      any
      term of its Articles of Incorporation, Bylaws or other organizational documents.
      Dragon Gold has obtained all necessary consents, authorizations, approvals,
      orders, licenses, certificates, and permits of and from, and declarations and
      filings with, all federal, state, local, and other governmental authorities
      and
      all courts and other tribunals, to own, lease, license, and use its properties
      and assets and to carry on the business in which it is now engaged, except
      where
      the failure to do so would not have a Material Adverse Effect. Dragon Gold
      is
      duly qualified to transact the business in which it is engaged in every
      jurisdiction in which its ownership, leasing, licensing, or use of property
      or
      assets or the conduct of its business makes such qualification necessary, except
      where the failure to do so would not have a Material Adverse
      Effect.

     

    (b) Dragon
      Gold does not have and has never had any subsidiaries and does not directly
      or
      indirectly own any equity interest in, or any interest convertible into or
      exchangeable for any equity or similar interest in, any corporation,
      partnership, joint venture or other business association or entity.

    


    4.02
       SEC
      Document.
      Dragon
      Gold has made all of its filings with the SEC that it has been required to
      make
      under the Act, and the Securities Exchange Act of 1934, as amended (“Exchange
      Act”) since January 2005. As of their respective dates, each of the SEC Filings,
      attached hereto as Schedule 4.02, complied substantially in all material
      respects with the requirements of the Exchange Act and the rules and regulations
      of the SEC promulgated thereunder. As of the Closing Date, the financial
      statements included in or incorporated by reference into the SEC Documents,
      including the related notes and schedules, have been prepared in accordance
      with
      GAAP applied on a consistent basis throughout the periods covered thereby,
      are
      true, correct and complete in all respects, and are consistent with the books
      and records of Dragon Gold. 

    


    4.03.
       Capitalization.
      The
      authorized capital stock of Dragon Gold consists of 500,000,000 shares of common
      stock, of which 49,246,724 shares of common stock are outstanding. All issued
      and outstanding shares of Dragon Gold common stock are validly issued, fully
      paid, non-assessable and free of preemptive rights. Except as set forth herein,
      (i) there are no options, warrants, convertible securities or any other
      obligation that require Dragon Gold to issue additional shares of capital stock
      and (ii) none of the holders of Dragon Gold common stock have anti-dilution
      rights, rights of first refusals, subscription rights or rights to purchase
      issuances of additional shares. 

    


    4.04. Authority,
      Binding Agreement.
      This
      Agreement has been approved by the Board of Directors of Dragon Gold. No
      consents, authorizations or approvals, whether of a governmental agency or
      instrumentality or otherwise, are necessary in order to enable Dragon Gold
      to
      enter into and perform this Agreement. This Agreement constitutes legal, valid
      and binding obligations of Dragon Gold and is enforceable against Dragon Gold
      in
      accordance with its terms.

    


    4.05.
       Litigation.
      There
      is not any suit, action, arbitration, or legal, administrative, or other
      proceeding or governmental investigation (formal or informal), pending or to
      the
      best of Dragon Gold’s Knowledge threatened (or any basis therefor known to
      Dragon Gold), with respect to Dragon Gold (as it relates to the business of
      Dragon Gold), including but not limited to any action or claim under any
      federal, state, local or other governmental act, rule, regulation, or any
      interpretations thereof, relating to environmental matters or the protection
      of
      the safety and health of persons connected with the Dragon Gold’ business
      (including but not limited to the transportation, treatment, storage, recycling,
      disposal, or release into the environment of hazardous or toxic materials or
      waste), or any basis on which any proceeding or investigation against Dragon
      Gold might reasonably be undertaken or brought. Dragon Gold is not presently
      engaged in any legal action to recover monies due to it, for damages sustained
      by the Dragon Gold, or amounts owed to Dragon Gold. During the two year period
      immediately preceding the Closing, Dragon Gold has neither received nor been
      a
      party to any written notice of violations, orders, claims, citations,
      complaints, penalties, assessments, court, or other proceedings, administrative,
      civil or criminal, at law or in equity. 

    


    4.06. Employees.
      Dragon
      Gold does not have or contribute to any pension, profit-sharing, option, other
      incentive plan, or other Employee Benefit Plan (as defined in Section 3(3)
      of
      the Employee Retirement Income Security Act of 1974), or have any obligation
      to
      or customary arrangement with employees for bonuses, incentive compensation,
      vacations, severance pay, insurance, or other benefits. Dragon Gold has no
      employees or consultants.

    


    4.07. No
      Violation of Employee Contracts.
      No
      current or prior employee, consultant or stockholder of Dragon Gold has any
      employment or consulting agreement with Dragon Gold. To the Knowledge of Dragon
      Gold, no employee of Dragon Gold is in violation of any term of any contract,
      non-competition agreement, or any other contract or agreement or any restrictive
      covenant with, or any other common law obligation to, a former employer relating
      to the right of any such employee to be employed by Dragon Gold because of
      the
      nature of the business conducted by Dragon Gold or of the use of trade secrets
      or proprietary informa-tion of others. There is neither pending nor, to the
      Knowledge of Dragon Gold, threatened, any actions, suits, proceedings, or claims
      with respect to any contract, agreement, covenant, or obligation referred to
      in
      the preceding sentence.

    


    4.08. Contracts,
      Agreements and Instruments.
      There
      are no contracts, agreements and other instruments of Dragon Gold, as well
      as
      verbal understandings, involving an obligation on the part of Dragon Gold to
      pay
      or to render services, individually or in the aggregate, in excess of $5,000
      per
      year or to receive payments in excess of $5,000 per year, except as described
      in
      this Agreement. There are no verbal and written contracts, arrangements, and
      understandings with officers, directors, and five percent or greater
      shareholders. 

    


    4.09.  Consents
      and Approvals; No Violation.
      The
      execution and delivery and performance of this Agreement by Dragon Gold will
      not
      (a) conflict with or result in any breach of any provision of the Articles
      of
      Incorporation, Bylaws or other organization documents of Dragon Gold, (b)
      require any consent, approval, authorization or permit of, or filing with or
      notification to, any Governmental Authority (as defined herein), or where the
      failure to obtain such consent, approval, authorization or permit, or to make
      such filing or notification, would not in the aggregate have a Material Adverse
      Effect, (c) result in a material default (with or without due notice or lapse
      of
      time or both) (or give rise to any right of termination, cancellation or
      acceleration) under any of the terms, conditions or provisions of any note,
      bond, mortgage, indenture, contract, license, agreement or other instrument
      or
      obligation to which Dragon Gold is a party or by which Dragon Gold or any of
      its
      assets may be bound, except for such defaults (or rights of termination,
      cancellation or acceleration) as to which requisite waivers or consents have
      been requested, (d) result in the creation or imposition of any lien, charge
      or
      other encumbrance on the assets of Dragon Gold, or (e) violate any order, writ,
      injunction, decree, statute, rule or regulation applicable to Dragon Gold or
      any
      of its assets.

    


    


    4.10. Balance
      Sheet Items.
      As
      reported on Dragon Gold’s quarterly report on Form 10-QSB for the three-month
      period ended December 31, 2006, Dragon Gold had total assets of $17,971, total
      liabilities of $20,677, and there are no undisclosed and/or contingent
      liabilities (including all taxes, assessments, and other governmental charges
      payable by it or levied upon it or its properties, assets, income, or
      franchises). Dragon Gold also does not have any present liability of any nature,
      accrued or contingent, of the type required to be reflected on a balance sheet
      or in appropriate footnotes prepared in accordance with GAAP. At Closing, there
      will be no change to assets and all liabilities (including undisclosed and/or
      contingent and taxes) shall be settled and/or paid in full, except for the
      liabilities set forth on Schedule 6.03. 

    


    4.11. Permits
      and Licenses.
      Except
      to satisfy the representations set forth in Section 4.01, Dragon Gold is not
      required to have or maintain any permits, licenses, and other similar
      authorizations necessary for the conduct of its busi-ness as now being conducted
      by it, and it is not in default in any respect under any such permits, licenses,
      or authoriza-tions. No royalties, commissions, or fees are payable by Dragon
      Gold to any person by reason of the ownership or use of any intangible property.
      Dragon Gold is the sole and exclusive owner of all of its assets, does not
      use
      any of its assets by the consent of any other person and is not required to
      and
      does not make any payments to others with respect thereto. There are no material
      licenses, sub-licenses, or agreements relating to the use of any intangible
      property of Dragon Gold now in effect, and Dragon Gold has no Knowledge that
      any
      intangible property of Dragon Gold is being infringed by others. No claim that
      would have a Material Adverse Effect on the business of Dragon Gold is pending
      or, to the Knowledge of Dragon Gold, threatened, or has been made since Dragon
      Gold’s inception to the effect that, nor does Dragon Gold has any Knowledge
      that, the operation of Dragon Gold’s business or any method, process, part, or
      material that Dragon Gold employs, conflicts in any material way with, or
      infringes in any material way upon any rights of the type enumerated above,
      owned by others.

     

    4.12. Properties.
      Dragon
      Gold has good and valid title to all properties and assets used in its business
      or owned by it, free and clear of all liens, mortgages, security interests,
      pledges, charges, and encumbrances. 

    


    4.12.01.
      Set forth in the SEC Filings is a true and complete list of all properties
      and
      assets owned, leased, or licensed by Dragon Gold, including with respect to
      such
      properties and assets leased or licensed by Dragon Gold, a description of such
      lease or license. All such properties and assets owned by Dragon Gold are
      reflected in its last balance sheet as reported in the SEC Filings. All
      properties and assets owned, leased, or licensed by Dragon Gold are in good
      and
      usable condition (reasonable wear and tear, which is not such as to have a
      Material Adverse Effect on the operation of the business of Dragon Gold,
      excepted).

    


    4.12.02.
      The properties and assets owned, leased, or licensed by Dragon Gold constitute
      all such properties and assets which are necessary to the business of Dragon
      Gold as presently conducted.

    


    4.13. Hazardous
      Materials.
      Dragon
      Gold is not in the business of posses-sion, transportation, or disposal of
      hazardous materials. 

    


    4.14. Changes
      or Events.
      Since
      Dragon Gold’s last balance sheet as disclosed in its SEC Filings:

    


    4.14.01.
      There has been no event or condition affecting Dragon Gold which would have
      a
      Material Adverse Effect on Dragon Gold.

    


    4.14.02.
      Dragon Gold has not authorized, declared, paid or effected any dividend or
      liquidation or other distribution in respect of Dragon Gold Stock or other
      equity interest or any direct or indirect redemption, purchase or other
      acquisition of any equity interest of Dragon Gold, except preferred
      stock.

    


    4.14.03.
      Dragon Gold has not had any changes in its condition (financial or otherwise),
      liabilities, assets, or business or in any of its business relationships,
      including relationships with suppliers or customers, that, when considered
      individually or in the aggre-gate, might reasonably be expected to have a
      Material Adverse Effect.

    


    4.14.04.
      Dragon Gold has not experienced any destruction of, damage to, or loss of any
      asset (regardless of whether covered by insurance) that, when considered
      individually or in the aggregate, might reasonably be expected to have a
      Material Adverse Effect.

    


    4.14.05.
      Dragon Gold has not made any changes in accounting methods or practices
      (including, without limitation, any change in depreciation or amortization
      policies or rates), except for any such changes as were required by
      law.

    


    4.14.06.
      Other than in the ordinary course of business, Dragon Gold has not increased
      the
      salary or other compensation payable or to become payable by Dragon Gold to
      any
      employee, or the declaration, payment, or commitment or obligation of any kind
      for the pay-ment by Dragon Gold of a bonus or other additional salary or
      compensation to any such person.

    


    4.14.07.
      Dragon Gold has not sold, leased, transferred, or assigned any of their assets,
      tangible or intangible, other than for a fair consideration in the ordinary
      course of business;

    


    4.14.08.
      No party has accelerated, terminated, modified or cancelled any agreement,
      contract, lease or license (or series of related agreements, contracts, leases
      and licenses) involving more than $5,000 to which Dragon Gold is a
      party;

    


    4.14.09.
      Dragon Gold has not made any loans to any person or entity, or guaranteed any
      loan;

    


    4.14.10.
      To the Knowledge of Dragon Gold, Dragon Gold has not suffered any loss or any
      threatened loss of any permit, license, qualification, special charter or
      certificate of authority held or enjoyed or formerly held or enjoyed by Dragon
      Gold which loss has had or upon occurrence might reasonably be expected to
      have
      a Material Adverse Effect;

    


    4.14.11.
      Dragon Gold has operated its business in the ordinary course and consistent
      with
      past practices so as to preserve its business organization intact, to retain
      the
      ser-vices of its employees and to preserve its goodwill and relationships with
      suppliers, creditors, cus-tomers, and others having business relationships
      with
      it;

    


    4.14.12.
      Dragon Gold has not issued any note, bond or other debt security or created,
      incurred or assumed, or guaranteed any indebtedness for borrowed money or
      capitalized lease obligations;

    


    4.14.13.
      Dragon Gold has not delayed or postponed the payment of accounts payable and
      other liabilities outside the ordinary course of business;

    


    4.14.14.
      Dragon Gold has not made any loan to, or entered into any other transaction
      with, any of its directors, officers, and employees, outside the ordinary course
      of business; and

    


    4.14.15.
      Dragon Gold has not made any agreement to do any of the things described in
      the
      preceding clauses 4.14.01 through 4.14.15.

    


    4.15. Intellectual
      Property.
      Dragon
      Gold does not own any Intellectual Property. 

    


    4.16.
      No
      Defaults.
      The
      consummation of the transactions contemplated by this Agreement will not result
      in or constitute any of the following: (i) a breach of any term or provision
      of
      any other agreement of Dragon Gold that will not be waived or released at
      Closing; (ii) a default or an event that will not be waived or released at
      Closing, and that, with notice or lapse of time or both, would be a default,
      breach, or violation of the Articles of Incorporation or Bylaws of Dragon Gold
      or of any lease, license, promissory note, conditional sales contract,
      commitment, inden-ture, mortgage, deed of trust, or other agreement, instrument,
      any Intellectual Property, or arrangement to which Dragon Gold is a party or
      by
      which Dragon Gold or its assets are bound; (iii) an event that will not be
      waived or released at Closing and that would permit any party to termi-nate
      any
      agreement or to accelerate the maturity of any in-debtedness or other obligation
      of Dragon Gold; (iv) the creation or imposition of any lien, charge, or
      encumbrance on any of Dragon Gold’s assets; or (v) a violation of any law or any
      rule or regulation of any administrative agency or governmental body unrelated
      to the business or any order, writ, injunction or decree of any court,
      administrative agency or governmental body to which Dragon Gold is
      subject.

    


    4.17. No
      Prohibited Payments.
      Neither
      Dragon Gold nor any employee, or agent of Dragon Gold, has made or authorized
      any payment of funds of Dragon Gold or on behalf of Dragon Gold prohibited
      by
      law and no funds of Dragon Gold have been set aside to be used for any payment
      prohibited by law.

    


    4.18. Insurance.
      Dragon
      Gold represents that it has no insurance policies.

    


    4.19. Completeness
      of Disclosure.
      No
      representation or warranty in this Agreement and no Appendix, Schedule, Exhibit,
      or certificate prepared by Dragon Gold pursuant hereto and no statement made
      or
      other document prepared by Dragon Gold and furnished to the Company by Dragon
      Gold contains any untrue statement of a material fact or omits or will omit
      any
      material fact necessary in order to make the statements contained therein not
      misleading.

    


    4.20. Regulatory
      Investigations.
      There
      have been and are no current SEC, state securities commissions, or NASD
      investigations into the Company or its trading activities.

     

    4.21.  Market
      for Common Stock.
      Dragon
      Gold’s common stock is currently listed on the over-the-counter electronic
      bulletin board ("OTCBB") under the symbol "DRGO.OB". Dragon Gold is not aware
      of
      any fact or circumstance that would jeopardize or otherwise impair the ability
      of Dragon Gold’s Stock to trade on the OTCBB presently or after consummation of
      the transactions contemplated herein.

    


    4.22.  Termination
      of Agreements.
      In May
      2006, Dragon Gold terminated, with no liability to itself or its officers or
      directors, the following eight agreements, contracts or other obligations:
      

    


    
      	(i)  	
              Cooperative
                Agreement with Yinchuan Mining;

            


    

    
      	(ii)  	
              Cooperative
                Agreement with Guilin Research Institute of Geology and Mineral
                Resources;

            


    

    
      	(iii)  	
              Letter
                of Intent with Hanzhong Geological
                Brigade;

            


    

    
      	(iv)  	
              Acquisition
                Agreement with Dragon Minerals, Inc.
                (“DMI”);

            


    

    
      	(v)  	
              Letter
                of Intent with the shareholders of
                DMI;

            


    

    
      	(vi)  	
              Employment
                Agreement Chairman Non-Executive;

            


    

    
      	(vii)  	
              Cancellation
                of 13,500,000 shares of common stock; and


            


    

    
      	(viii)  	
              Cancellation
                of Options to purchase 3,000,000 shares of common
                stock.

            


    

    


    Dragon
      Gold incurred no liability to any third party prior to or as a result of any
      of
      the above referenced agreements.

    


    ARTICLE
      V

    DELIVERY
      OBLIGATIONS OF DRAGON GOLD

    


    The
      obligations of Dragon Gold under this Agreement are subject, at the option
      of
      Dragon Gold, to the following conditions:

    


    5.01.  The
      Shareholders in the amount of at least 80% shall execute this Agreement and
      deliver at Closing the signature page of this Agreement.

    


    5.02.  Each
      Shareholder shall deliver Company stock certificates owned by each Shareholder
      and duly executed stock powers in denomination set forth in Schedule 2.01.
      

    


    ARTICLE
      VI

    DELIVERY
      OBLIGATIONS OF THE 

    COMPANY
      AND THE SHAREHOLDERS

    


    The
      obligations of the Company and the Shareholders under this Agreement are
      subject, at the option of the Company and the Shareholders, to the following
      conditions:

    


    6.01. Dragon
      Gold shall deliver board of directors resolutions, in the form attached as
      Schedule 6.01, acknowledging that its officers have resigned and be replaced
      by
      the following Company officers: (i) Carl Chase will serve as the Company’s chief
      financial officer; and (ii) Len Ivins will serve as the Company’s chief
      executive officer.

    


    6.02. Dragon
      Gold shall deliver board of directors resolutions, in the form attached as
      Schedule 6.01, acknowledging that the directors of Dragon Gold shall be Len
      Ivins and Hank Vanderkam post-Closing.

    


    6.03. Dragon
      Gold shall deliver documents, attached as Schedule 6.03 confirming that all
      debts have been settled and/or paid in full as of the Closing Date and that
      there are only a limited amount of liabilities at Closing.

    


    6.04. Dragon
      Gold shall deliver an opinion of counsel, dated the Closing Date, to the
      Company, attached as Schedule 6.04.

    


    ARTICLE
      VII

    INDEMNIFICATION

    


    7.01. Indemnification
      by Dragon Gold.
      Dragon
      Gold shall indemnify, defend and hold harmless the Company and Shareholders
      against any damage, loss, claim, liability, cost or expense, including
      reasonable fees and disbursements of counsel, accountants, experts and other
      consultants (collectively, “Damages”),
      resulting from, arising out of, or based upon any misstatement or omission
      from
      any representation by, or any breach of warranty, covenant or agreement of
      Dragon Gold contained in this Agreement, including schedules, certificates
      and
      documents delivered by Dragon Gold. 

    


    7.02. Indemnification
      Procedures.
      Promptly after receipt by the Company (the “Indemnitee”),
      of
      notice of any action, suit, proceeding, audit, claim or potential claim (any
      of
      which is hereinafter individually referred to as a “Circumstance”), which could
      give rise to a right to indemnification for Damages pursuant to Section 7.01,
      the Indemnitee shall give Dragon Gold (the “Indemnitor”)
      written notice describing the Circumstance in reasonable detail; provided,
      that
      failure of Indemnitee to give such notice to the Indemnitor shall not relieve
      the Indemnitor from any of its indemnification obligations hereunder unless
      (and
      then only to the extent) that the failure to give such notice prejudices the
      defense of the Circumstance by the Indemnitee. Indemnitor shall pay such
      obligation and assume such liability in full unless it disputes such
      Circumstance within ten (10) days from the date of notice provided to
      Indemnitor. 

    


    7.03.
       Termination.
      Indemnification obligations of Dragon Gold terminate twelve months after the
      date of the signing of this Agreement provided, however, that the
      Indemnification period will be extended if there is a claim made during the
      twelve-month period.

    


    ARTICLE
      VIII

    MISCELLANEOUS

    


    8.01. Expenses.
      Dragon
      Gold and the Company shall each be solely responsible for and bear all of its
      own respective expenses, including, without limitation, expenses of legal
      counsel, accountants, financial and other advisors, incurred at any time in
      connection with pursuing or consummating the definitive agreements and the
      Transaction contemplated herein. 

    


    8.02. Brokerage
      and Other Fees.
      Each
      party shall be responsible for the fees of their respective brokers and/or
      professionals (including, without limitation, legal and accounting fees) engaged
      to assist in the preparation, negotiation and counseling with respect, and
      relating, to this Agreement and consummation of the transactions contemplated
      herein, as well as their respective out-of-pocket expenses.

    


    8.03. Further
      Actions.
      At any
      time and from time to time, the parties agree, at their expense, to take such
      actions and to execute and deliver such documents as may be reasonably necessary
      to effectuate the purposes of this Agreement.

    


    8.04. Understanding
      and Advice of Counsel.
      The
      Company, the Shareholders, and Dragon Gold have had the assistance of separate
      counsel (including, without limitation, tax counsel) in carefully reviewing,
      discussing and considering all terms of this Agreement; and, with the benefit
      of
      such advice by counsel, who has read and considered this Agreement, have agreed
      to execute the same. This Agreement shall not be construed against or
      unfavorably to any party because of such party’s involvement in the preparation
      or drafting of this Agreement. 

    


    8.05. Modification.
      The
      Agreement and the schedules and exhibits hereto set forth the entire
      understanding of the parties with respect to the subject matter hereof supersede
      all existing agreements among them concerning such subject matter, and may
      be
      modified only by a written instrument duly executed by the Parties.

    


    8.06. Notices.
      Any
      notice or other communication required or permitted to be given hereunder shall
      be in writing and shall be delivered by personal delivery or by overnight
      delivery or mailed by certified mail, return receipt requested (or by the most
      nearly comparable method if mailed from or to a location outside of the United
      States), or delivered against receipt to the party to whom it is to be given
      at
      the address of such party set forth on the signature page to this Agreement.
      Any
      notice or other communication given by certified mail (or by such comparable
      method) shall be deemed given at the time of receipt thereof. 

     

    8.07. Waiver.
      Any
      waiver by any party of a breach of any provision of this Agreement shall not
      operate as or be construed to be a waiver of any other breach of that provision
      or of any breach of any other provision of this Agreement. The failure of a
      party to insist upon strict adherence to any term of this Agreement on one
      or
      more occasions will not be considered a waiver or deprive that party of the
      right thereafter to insist upon strict adherence to that term or any other
      term
      of this Agreement. Any waiver must be in writing and, in the case of a corporate
      party, be authorized by a resolution of the Board of Directors or by an officer
      of the waiving party.

    


    8.08. Binding
      Effect.
      The
      provisions of this Agreement shall be binding upon and inure to the benefit
      of
      each party’s respective successors, assigns, heirs, and personal
      representatives.

    


    8.09. No
      Third-Party Beneficiaries.
      Except
      for the Investors which are third-party beneficiaries to this Agreement, this
      Agreement does not create, and shall not be construed as creating, any rights
      enforceable by any person not a party to this Agreement.

    


    8.10. Severability.
      If any
      provision of this Agreement is invalid, illegal, or unenforceable, the balance
      of this Agreement shall remain in effect, and if any provision is inapplicable
      to any person or circumstance, it shall nevertheless remain applicable to all
      other persons and circumstances.

    


    8.11. Headings.
      The
      headings of this Agreement are solely for convenience of reference and shall
      be
      given no effect in the construction or interpretation of this
      Agreement.

    


    8.12. Counterparts,
      Governing Law;
      Venue.
      This
      Agreement may be executed in any number of counterparts (facsimile signatures
      are sufficient), each of which shall be deemed an original, but all of which
      together shall constitute one and the same instrument. This Agreement shall
      be
      governed by and construed in accordance with the laws of the State of Texas
      without giving effect to conflict of laws. Venue of any dispute concerning
      this
      Agreement shall be exclusively in Harris County, Texas.

    


    8.13. Survival
      of Representations and Warranties.
      All
      representations, warranties, covenants and agree-

    ments
      made by any party to this Agreement shall survive for a period of twelve months
      after the Closing, and upon expiration of such period, such representations
      and
      warranties shall expire. 

    


    8.14. Entire
      Agreement; Assignment.
      This
      Agreement (a) constitutes the entire agreement among the parties with respect
      to
      the subject matter hereof and supersedes all other prior agreements and
      understandings, both written and oral, among the parties or any of them with
      respect to the subject matter hereof and (b) shall not be assigned by operation
      of law or otherwise.

     

    


    8.15.  Post-Closing.
      The
      parties agree to execute, deliver, and take action post-closing as necessary
      to
      effectuate any transaction herein contemplated. 

    


    8.16.  Reverse
      Split;
      Stockholders Meeting; Proxy Statement. 
      Promptly following the Closing, Dragon Gold shall take all action necessary
      to
      effect the Reverse Split.  Without limiting the generality of the
      foregoing, promptly following the Closing, Dragon Gold shall take all action
      necessary to call a meeting of its stockholders (the “Stockholders Meeting”),
      which shall occur not later than June 30, 2007 (the “Stockholders Meeting
      Deadline”), for the purpose of seeking approval of the Reverse Split (the
“Proposal”).  In connection therewith, the Company will promptly prepare
      and file with the SEC proxy materials (including a proxy statement and form
      of
      proxy) for use at the Stockholders Meeting and, after receiving and promptly
      responding to any comments of the SEC thereon, shall promptly mail such proxy
      materials to the stockholders of the Company.  The Company will comply with
      Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation
      to any proxy statement (as amended or supplemented, the “Proxy Statement”) and
      any form of proxy to be sent to the stockholders of the Company in connection
      with the Stockholders Meeting, and the Proxy Statement shall not, on the date
      that the Proxy Statement (or any amendment thereof or supplement thereto) is
      first mailed to stockholders or at the time of the Stockholders Meeting, contain
      any untrue statement of a material fact or omit to state any material fact
      necessary in order to make the statements made therein not false or misleading,
      or omit to state any material fact necessary to correct any statement in any
      earlier communication with respect to the solicitation of proxies or the
      Stockholders Meeting which has become false or misleading.  

    


    


    


    


    


    


    


    


    [SIGNATURE
      PAGE SET FORTH BELOW]

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have duly executed this Agreement effective as
      of
      the date written in the preamble of this Agreement.

    


    


    Dragon
      Gold Resources,
      Inc., a Nevada   Secure
      Voice Communications, a Texas

    Corporation      Corporation

     

    


    


    By:       By:      

    _________________,
      President   
      _________________, President

    


    Address:
      ______________________________  Address:
      ______________________________

    ______________________________  
      ______________________________

    


    


    


    SECURE
      VOICE COMMUNICATION SHAREHOLDERS:   

    


    


                

    Name       Name

    


    _________________     _________________ 

    Signature      Signature

    


    Number
      of
      Shares of Stock: _____________    Number
      of
      Shares of Stock: _____________

    


    Address:
      ____________________________  Address:
      ___________________________

    ____________________________
       
      ___________________________

    


    


    


                

    Name       Name

    


    _________________     _________________ 

    Signature      Signature

    


    Number
      of
      Shares of Stock: _____________  
      Number
      of Shares of Stock: _____________

    


    Address:
      ____________________________  Address:
      ___________________________

    ____________________________
       
      ___________________________

     

    


     

    


    


     

    


    


    


    



    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    


    SCHEDULE
      2.01

    


    Dragon
      Gold Stock exchanged for Company Stock

    


    


    
      	
              Name
                of Secure Voice Shareholder

            	 	
              Number
                of Secure Voice Shares Owned

            	 	
              Number
                of Dragon Gold Shares To be Issued

            	 
	
              Silver
                Star Holdings

            	 	 	
              22,092,000

            	 	 	
              1,767,360,000

            	 
	
              Jonathan
                Camarillo Trust

            	 	 	
              3,560,000

            	 	 	
              284,800,000

            	 
	
              Brewer
                & Pritchard

            	 	 	
              1,200,000

            	 	 	
              96,000,000

            	 
	
              Trevor
                Ling

            	 	 	
              3,996,000

            	 	 	
              319,680,000

            	 
	
              Carl
                A. Chase

            	 	 	
              1,600,000

            	 	 	
              128,000,000

            	 
	
              Tom
                Lee

            	 	 	
              300,000

            	 	 	
              24,000,000

            	 
	
              Geraldine
                Smith

            	 	 	
              200,000

            	 	 	
              16,000,000

            	 
	
              Forrest
                Wayne

            	 	 	
              200,000

            	 	 	
              16,000,000

            	 
	
              Danny
                Chan

            	 	 	
              2,800,000

            	 	 	
              224,000,000

            	 
	
              Mike
                Caloway

            	 	 	
              100,000

            	 	 	
              8,000,000

            	 
	
              Tommy
                Allen

            	 	 	
              500,000

            	 	 	
              40,000,000

            	 
	
              Fred
                Rothstein

            	 	 	
              250,000

            	 	 	
              20,000,000

            	 
	
              Ramzi
                Nassar

            	 	 	
              1,600,000

            	 	 	
              128,000,000

            	 
	
              Doug
                Shaw

            	 	 	
              100,000

            	 	 	
              8,000,000

            	 
	
              Len
                Ivins

            	 	 	
              1,600,000

            	 	 	
              128,000,000

            	 
	
              Total

            	 	 	
              40,098,000
                

            	 	 	
              3,207,840,000

            	 


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      3.05

    


    Employment
      Compensation of Company

    


    


    Employee/Consultant  Amount
      Paid

    


    1. Danny
      Chan  2,800,000
      shares of common stock

    2. James
      Leonard Ivins  $5,000.00/month,
      plus 1,600,000
      shares of common stock

    3. Carl
      a.
      Chase  $5,000.00/month,
      plus 1,600,000
      shares of common stock

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     SCHEDULE
      3.06

    


    Employment
      and/or Consulting Agreements of Company

    


    


    Employment
      and Consulting Agreements with the following individuals are attached
      hereto:

    


    1. Consulting
      Agreement with Danny Chan

    2. Employment
      Agreement with James Leonard Ivins

    3. Employment
      Agreement with Carl Chase

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      3.07

    


    Contracts,
      Agreements and Instruments of Company

    


    The
      following contracts and agreements are attached hereto:

    


    
      	1.  	
              Promissory
                Note issued to Secure Voice Communication, Inc., a Florida
                corporation

            


    

    
      	2.  	
              License
                Agreement with Dipak Ghosal and Brennen
                Reynolds

            


    

    


    


    


    


    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      3.11

    


    Permits
      and Licenses of Company

    


    The
      Company has the following permits and licenses:

    


    
      	1.  	
              License
                Agreement with Dipak Ghosal and Brennen
                Reynolds

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      3.17

    


    Company
      Intellectual Property

    


    


    See
      Schedule 3.11


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      4.02

    


    Dragon
      Gold SEC Filings


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      6.01

    


    Board
      Resolutions for new Dragon Gold Officers & Directors

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      6.03

    


    Confirmation
      that Dragon Gold Debt Settled in Full & 

    Amount
      of Liabilities at Closing

    


    The
      undersigned hereby confirm that there is a total of approximately $_________
      in
      outstanding liabilities of Dragon Gold, Inc. as of the date hereof. All other
      outstanding debts of Dragon Gold, Inc. have been settled and/or paid in full.
      

    


    Dated
      as
      of the ___ day of May, 2007.

    


    


    [Name]       [Name]

    


    


    _____________________________   _____________________________

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      6.04

    


    Opinion
      of Counsel of Dragon Gold

    


    Opinions

    


    Based
      upon and subject to the foregoing, it is my opinion that:

    


    1. Dragon
      Gold has the corporate authority to issue a total of 500,000,000 shares of
      common stock, $0.001 par value per share; 49,946,724 shares of the common stock
      are presently issued and outstanding. 

    


    2. Dragon
      Gold is a validly existing corporation under the laws of the State of Nevada
      and
      has full corporate power and authority under such laws to own its properties
      and
      to conduct its business. Dragon Gold is qualified to conduct business as a
      foreign corporation in each jurisdiction where the nature of its business
      activities requires such qualification except where failure to so qualify would
      not have a material adverse effect upon the business or financial condition
      of
      Dragon Gold.

    


    3. The
      shares issuable under the Agreement and Plan of Reorganization (“Reorganization
      Agreement”), when issued and paid for in accordance with their terms, will be
      fully paid and non-assessable. Dragon Gold has authorized the issuance of the
      shares under the Reorganization Agreement; and has full power and authority
      to
      issue the same on the terms and conditions set forth in the Reorganization
      Agreement, as provided in the Consent of Directors adopting the Reorganization
      Agreement.

    


    4. Neither
      the execution and delivery of the Reorganization Agreement, nor compliance
      with
      the terms and provisions thereof, including without limitation the consummation
      of the transactions contemplated thereby, will violate any statute, regulation
      or ordinance of any governmental authority, or conflict with or result in the
      material breach of any term, condition or provision of the Articles of
      incorporation, , Bylaws or other charter documents of Dragon Gold, nor, to
      my
      knowledge, of any agreement, deed, contract, mortgage, indenture, writ, order,
      decree, legal obligation or instrument to which Dragon Gold is a party or by
      which it or any of its assets or properties are or may be bound; or constitute
      a
      material default (or an event which, with the lapse of time or the giving of
      notice, or both, would constitute a material default) thereunder, nor result
      in
      the creation or imposition or any lien, charge or encumbrance, or restriction
      of
      any nature whatsoever with respect to any properties or assets of Dragon Gold
      ,
      nor give to others any interest or rights, including rights of termination,
      acceleration or cancellation in or with respect to any of the properties,
      assets, contracts or business of Dragon Gold. The Reorganization Agreement and
      all other agreements and documents delivered by Dragon Gold in connection
      therewith have been duly executed and delivered by Dragon Gold and constitute
      valid and binding obligations of Dragon Gold enforceable in accordance with
      their respective terms. Execution of the Reorganization Agreement and
      performance by Dragon Gold thereunder have been duly authorized by all requisite
      corporate action on their respective parts, and performance thereunder will
      not
      violate any provision of its Articles of Incorporation or Bylaws, nor, to my
      knowledge, any agreements, mortgages or other commitments of any type or nature
      whatsoever or any law, order, regulation or decree applicable to it or its
      properties, except that no opinion is expressed as to the validity of the
      indemnification provisions insofar as they are or may be held to be violative
      of
      public policy (under either state or federal law), the availability of specific
      performance or other equitable remedies, the effects of bankruptcy, insolvency,
      moratorium and all other similar laws and decisions affecting the rights of
      creditors generally.

    


    5. 
      No
      approval of the Dragon Gold shareholders or authorization of or prior filing
      with any governmental authority, including the Securities and Exchange
      Commission, or any other person or entity on the part of Dragon Gold is required
      as a condition to the execution and delivery of the Reorganization Agreement
      or
      the consummation of the transactions contemplated thereby other than the filing
      of any documents contemplated by the Reorganization Agreement. 

    6. All
      of
      the shares of Dragon Gold common stock that are issued and outstanding were
      issued either pursuant to an effective registration statement under the
      Securities Act of 1933 or pursuant to validly perfected exemptions from
      registration. I have reviewed the letter dated January 21, 200 by Richard Wulff,
      commonly referred to as the Wulff-Worm analysis, and have concluded that (i)
      none of the shares of outstanding Dragon Gold common stock is subject to an
      interpretation under the Wulff-Worm analysis requiring the resale to be
      registered under the Securities Act of 1933, (ii) none of the scenarios
      described in the letter (or similar scenarios) were used by Dragon Gold with
      respect to any of the outstanding shares of Dragon gold common stock, and (iii)
      none of the sales of the Dragon Gold common stock would be part of a plan by
      any
      such person to distribute or redistribute securities to the public in violation
      of the registration requirements of the Securities Act of 1933. Dragon Gold
      is
      not a shell or blank check company. None of the shares of Dragon Gold common
      stock that are free trading or eligible for resale under Rule 144k are subject
      to the Wulff-Worm analysis that would require that the resale of such shares
      be
      registered under the Securities Act of 1933.