Strategic Rare Earth Metals Inc. Sample Contracts

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Exhibit 2.1 STOCK EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION
Stock Exchange Agreement and Plan of Reorganization • February 20th, 2004 • Arbor Inc • Blank checks • Nevada
12% SECURED NOTE CHINA GRANITE CORPORATION 12% Secured Note, due October 4, 2006
China Granite Corp • October 19th, 2005 • Blank checks

China Granite Corporation, a corporation duly organized and existing under the laws of the State of Nevada (the "Company"), for value received, hereby promises to pay to _____________________ (the "Purchaser"), or its registered assigns (the Purchaser or its assigns being the "Holder"), the principal sum of _____________________ Dollars ($_____________________) (the "Principal Amount") on October 4, 2006 (the "Maturity"), and to pay interest (computed on the basis of a 365-day year) (i) on the unpaid Principal Amount from the date of this Note at the rate of one percent (1%) per month from the date hereof, payable quarterly on January 4, April 4, July 4 and October 4 (each quarterly interest payment date hereinafter collectively referred to as an "Interest Payment Date"), and if unpaid thereafter shall be paid when the unpaid Principal Amount shall become due and payable (whether at Maturity, or by declaration, acceleration or otherwise).

MANUFACTURING LICENSING AGREEMENT
Manufacturing Licensing Agreement • March 1st, 2006 • China Granite Corp • Blank checks

THIS AGREEMENT WITNESSES THAT in consideration of $1.00 (the receipt and sufficiency of which is hereby acknowledged), the parties agree as follows:

GENERAL SECURITY AGREEMENT
General Security Agreement • October 19th, 2005 • China Granite Corp • Blank checks • Florida

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

12% SECURED NOTE PURCHASE AGREEMENT
Secured Note Purchase Agreement • October 19th, 2005 • China Granite Corp • Blank checks • Florida

THIS 12% SECURED NOTE PURCHASE AGREEMENT, dated as of October 5, 2005 (this "Agreement"), is entered into by and among CHINA GRANITE CORPORATION, a Nevada corporation (the "Company") and ____________________________,(the "Purchaser").

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