0001432093-11-000232 Sample Contracts

DIRECTOR’S AGREEMENT
Director’s Agreement • April 19th, 2011 • Texas Rare Earth Resources Corp. • Gold and silver ores • Texas

This Director’s Agreement (this “Agreement”) is made and entered into effective as of the 22nd day of March, 2011 (the “Effective Date”), by and between Graham A. Karklin (hereinafter referred to as “Director”) and Texas Rare Earth Resources Corp. (“Company”).

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Texas Rare Earth Resources Corp.
Texas Rare Earth Resources Corp. • April 19th, 2011 • Gold and silver ores • New York

We are pleased that Texas Rare Earth Resources Corp, incorporated in the state of Nevada (together with its subsidiaries, and their respective successors, either existing or formed subsequent to the date hereof, the “Company”) has selected SUNRISE SECURITIES CORP. (“Sunrise”) to act as non-exclusive financial advisor in connection with a best efforts capital raise (the "Financing") of the Company’s equity securities (the "Securities").

A Division of Buckman, Buckman & Reid (Member FINRA/SIPC) Finder Agreement
Texas Rare Earth Resources Corp. • April 19th, 2011 • Gold and silver ores • Texas

This letter (this “Agreement”) confirms the basis upon which Texas Rare Earth Resources Corp. and/or any of its subsidiaries and affiliates (“Company”) will engage Aspenwood Capital, a division of Buckman, Buckman & Reid, Inc. (member FINRA/SIPC) (“Firm”), as its non-exclusive financial advisor to find and acquire investors for a private placement of equity and/or debt ("Financing").

SUNRISE FINANCIAL GROUP, INC.
Texas Rare Earth Resources Corp. • April 19th, 2011 • Gold and silver ores • New York

As we discussed, Texas Rare Earth Resources Corp., (the “Company”) is interested in retaining Sunrise Financial Group, Inc. (“Sunrise”) as its consultant for institutional financial public relations.

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