Transfer Agent and Registrar Agreement


    
       

      
        Exhibit
          10.1 Transfer Agent & Registrar Agreement

        


        AGREEMENT

         

        This
          agreement made and entered into the 14th day of December, 2006, by and
          between
Action
          Stock Transfer Corporation hereinafter
          referred to as Action
          and
          Suraj
          Ventures, Inc.
          hereinafter referred to as the Company. 

         

        WHEREFORE:
          

         

        1.
          Action
          shall be
          and is hereby appointed Transfer Agent and Registrar for the securities
          of the
          Company. 

         

        2.
          An
          authorized officer of the Company shall file the following with Action
          before
Action
          commences to act as Transfer Agent: 

         

        A.
          A copy
          of the Articles of Incorporation of the Company and all amendments thereto,
          and
          a copy of the Certificate of Incorporation as issued by the State of
          Incorporation. 

         

        B.
          A copy
          of the by-laws of the Company incorporating all amendments thereto.


         

        C.
          Specimens of all forms of outstanding certificates for securities of the
          Company, in the forms approved by the Board of Directors. 

         

        D.
          A list
          of all outstanding securities together with a statement that future transfers
          may be made without restriction on all securities, except as to securities
          subject to a restriction noted on the face of said securities and in the
          corporate stock records. 

         

        E.
          A list
          of all shareholders deemed to be considered "insiders" or "control persons"
          as
          defined in the Securities Act of 1933 & 1934 and other acts of Congress and
          rules and regulations of the United States Securities and Exchange Commission
          when applicable. 

         

        F.
          The
          names and specimen signatures of all officers who are and have been authorized
          to sign certificates for securities on behalf of the Company and the names
          and
          addresses of any other Transfer Agents or Registrars of securities of the
          Company. 

         

        G.
          A copy
          of the resolution of the Board of Directors of the Company authorizing
          the
          execution of this Agreement and approving the terms and conditions herein.
          

         

        H.
          His
          certificate as to the authorized and outstanding securities of the Company,
          its
          address to which notices may be sent, the names and specimen signatures
          of the
          Company's officers who are authorized to sign instructions or requests
          to the
          Transfer Agent on behalf of this Company, and the name and address of legal
          counsel to this Company. 

         

        I.
          In the
          event of any future amendment or change in respect of any of the foregoing,
          prompt written notification of such change, together with copies of all
          relevant
          resolutions, instruments or other documents, specimen signatures, certificates,
          opinions or the like as the Transfer Agent may deem necessary or appropriate.
          

         

         

        
          
             

          

          
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        3.
          Action,
          as
          Transfer Agent, shall make original issues of securities upon the written
          request of the Company and upon being furnished with a copy of a resolution
          of
          the Board of Directors of the Company authorizing such issue certified
          by the
          Corporate Secretary. 

         

        4.
          The
          Company hereby authorizes Action
          to
          purchase from time to time, certificates as may be needed by it to perform
          regular transfer duties; not to exceed 2,000 without prior written approval
          of
          the Company, with such costs being paid in advance by the Company. Such
          certificates shall be signed manually or by facsimile signatures of officers
          of
          the Company authorized by law or the by-laws of the Company to sign certificates
          and if required, shall bear the corporate seal of the Company or a facsimile
          thereof. 

         

        5.
          Transfer of securities shall be made and effected by Action
          and
          shall be registered and new certificates issued upon surrender of the old
          certificates, in form deemed by Action
          properly
          endorsed for transfer, with all necessary endorser's signatures guaranteed
          in
          such manner and form as Action
          requires
          by a guarantor reasonably believed by Action
          to be
          responsible accompanied by such assurances as Action
          shall
          deem necessary or appropriate to evidence the genuineness and effectiveness
          of
          such necessary endorsement, and satisfactory evidence of compliance with
          all
          applicable laws relating to collection of taxes, if any. That all transfer
          of
          securities and issuance and certificates shall be at a fee chargeable by
          Action
          at its
          discretion. Such fee to be paid by such person, persons, firms or corporations
          requesting such transfer. 

         

        6.
          In
          registering transfers, Action
          may rely
          upon the Uniform Commercial Code or any other statute which in the opinion
          of
          Counsel protects Action
          and the
          Company in not requiring complete documentation in registering transfer
          without
          inquiry into adverse claims, in delaying registration for purposes of such
          inquiry, or in refusing registration wherein its judgment and adverse claims
          require such refusal. The Company agrees to hold Action
          harmless
          from any liability resulting from instructions issued by the Company.


         

        7.
          When
          mail is used for delivery of certificates, Action
          shall
          forward certificates in "non- negotiable" form by first class, registered
          or
          certified mail. 

         

        8.
          Action,
          as
          Transfer Agent, may issue new certificates in place of certificates represented
          to have been lost, destroyed, or stolen, upon receiving indemnity satisfactory
          to Action,
          and may
          issue new certificates in exchange for, and upon surrender of mutilated
          certificates. 

         

        9.
          In
          case of any request of demand for the inspection of the records of the
          Company
          held by Action,
          Action
          shall
          endeavor to notify the Company and to secure instructions as to permitting
          or
          refusing such inspection. However, Action
          may
          exhibit such records to any person in any case where it is advised by its
          counsel that it may be held liable for failure to do so. 

         

        10.
          In
          case any officer of the Company who shall have signed manually or whose
          facsimile signature shall have been affixed to blank certificates shall
          die,
          resign, or be removed prior to the issuance of such certificates, Action
          may
          issue and register such certificates as the certificates of the Company
          notwithstanding such death, resignation, or removal; and the Company shall
          file
          promptly with Action
          such
          approval, adoption, or ratification as may be required by law. 

         

        11.
          Action
          shall
          maintain customary records in connection with its agency, all of which
          shall be
          available for inspection by the Company at all reasonable times. 

         

         

        
          
             

          

          
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        12.
          Action
          is
          authorized by the Company to use its own judgment in matters affecting
          its
          duties as Transfer Agent, and in its discretion may apply to and act upon
          instructions of its own counsel or of the counsel of the Company in respect
          to
          any questions arising in connection with such agency, all legal fees to
          be at
          the expense of the Company and Action
          is
          hereby relieved of any responsibility to the Company and is indemnified
          by the
          Company as to any responsibility to third persons, for action taken in
          accordance with advice of such counselor its own judgment, remaining liable
          only
          for its own willful default or misconduct. 

         

        13.
          Action
          shall be
          indemnified by the Company for any acts of Action
          based
          upon: 

         

        
          	 	
                  A.
                    Any paper or document reasonably believed by it to be genuine
                    and to have
                    been signed by the proper person or persons; and
                    

                


        

         

        
          	 	
                  B.
                    Its recognition of certificates which it reasonably believes
                    to bear the
                    proper manual or facsimile signatures of the officers of the
                    Company and
                    the proper counter-signature of the Transfer Agent.
                    

                


        

         

        14.
          Action
          shall
          not be held to have notice of any change of authority of any officer, employee
          or agent of the Company until receipt of written notification thereof from
          the
          Company. 

         

        15.
          So
          long as Action
          has
          acted in good faith and with due diligence and without negligence, the
          Company
          shall assume full responsibility and shall indemnify Action
          and save
          it harmless from and against all actions and suits, whether groundless
          or
          otherwise, and from and against any and all losses, damages, costs, charges,
          counsel fees, payments, expenses and liabilities arising directly or indirectly
          out of agency relationship to the Company. Action
          shall
          not be under any obligation to prosecute or to defend any action or suit
          in
          respect of such agency relationship which, in opinion of its counsel, may
          involve it in expense or liability, unless the Company shall, so often
          as
          reasonably requested, furnish Action
          with
          satisfactory indemnity against such expense or liability. Action
          shall be
          without liability to the Company, and is hereby indemnified from any liability
          to third persons, from Action's
          refusal
          to perform any act in connection with this agency, wherein reliance upon
          opinion
          of its counsel, Action
          in good
          faith believes that such act may subject it or its officers or employees
          to
          criminal liability or injunctive sanctions under any law of any state or
          of the
          United States, and in particular, under the Securities Act of 1933.


         

        16.
          The
          Company may remove Action
          as
          Transfer Agent at any time by giving a 30 day written notice in the form
          of a
          resolution from the Board of Directors calling for such removal (a copy
          of such
          resolution shall be furnished to Action)
          and
          upon the payment of any and all reasonable charges owing to Action.
          Action
          may resign as Transfer Agent at any time giving written notice of such
          resignation to the Company at its last known address, and thereupon its
          duties
          as Transfer Agent shall cease. 

         

        17.
          This
          agreement may not be assigned by Action
          without
          express written consent of the Company. 

         

        18.
          Action
          may,
          at
          its sole discretion, pay a finders fee to any person, persons or entity
          for
          referring the company to Action.
          Any
          finders fee agreement entered into by Action,
          which
          is directly related to this agreement between Action
          and
          the
          company, will be made available to the company for inspection upon written
          request. 

         

        19.
          Action
          may
          increase its transfer rates as it deems necessary, without notification
          to
          client. 

         

         

        
          
             

          

          
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        20.
          The
          Company was chartered under the laws of the State of Nevada by Certificate
          of
          Incorporation filed in the office of the Secretary of State on the 18th
          day of
          January, 2007. 

         

        21.
          The
          total number of shares of each class of the securities which the Company
          is now
          authorized to issue and the number thereof now issued and outstanding
          is:        

         

        A.
          Class:
          Common shares 

         

        B.
          Par
          Value: $0.001 

         

        C.
          Authorized: 500,000,000

         

        D.
          Issued
          and Outstanding: Nil

        


        22.
          The
          duly elected and qualified officers and directors of this Corporation,
          all
          owners of more than 10% of the Company’s outstanding stock (“principal
          shareholders") and all affiliates, as defined in SEC Rule 144(a)(1), are
          as
          follows: 

         

        


        
          	
                   

                  Title

                	
                   

                  Name
                    and Address

                	
                   

                  Signature

                
	 	 	
                   

                  (Required
                    only for 

                  officers
                    and directors)

                
	
                  Chief
                    Executive Officer and
                    President

                	
                  Rhema
                    House, 1032 Katkarwadi, Yari Road, Versov Andheri
                    (W) Mumbai, India 4000061

                	
                   

                  SURJIT
                    SINGH GILL

                
	 	 	 
	
                  Chief
                    Financial Officer and Secretary Treasurer

                	
                  2/32
                    Om Trimurty Society Sion Trombay Road, Chunabhatti, Sion, Mumbai
                    22,
                    India

                	
                   

                  JOS
                    D’SOUZA

                


        

         

         

        
          
             

          

          
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        23.
          That
          the name, address, and phone number of Counsel to the Company is: 

         

        Not
          appointed yet. 

         

        24.
          That
          the address and phone number of the Company to which all communication
          are to be
          sent:

         

        Rhema
          House, 

        1032
          Katkarwadi, 

        Yari
          Road, Versov 

        Andheri
          (W) Mumbai, India 4000061

         

        25.
          That
          the names and addresses of all past and present Transfer Agents (other
          than
Action)
          are:


         

        Not
          applicable. 

         

        Agreed
          and entered into the day and year first written above. 

         

        


        
          	
                  Company: Suraj
                    Resources, Inc.

                	
                  Action
                    Stock Transfer Corporation

                
	 	 
	
                  By: SURJIT
                    SINGH GILL

                	
                  By: JUSTEENE
                    BLANKENSHIP

                
	
                  Surjit
                    Singh Gill - President

                	
                  President

                


        

         

        


        


        
          
             

          

          
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