JOINT VENTURE CONTRACT

JOINT VENTURE CONTRACT

This Joint Venture Contract (“Contract”) made as of the 27th day of January 2005, by and among:

Sino Silver Corp. (f/k/a Bream Ventures, Inc.), a corporation organized and existing under the laws of the State of Nevada, United States of America (hereinafter referred to as “Sino Silver”),

-and-

Sanhe Sino-Top Resources & Technologies, Ltd., a limited liability company and joint venture organized and existing under the laws of the People’s Republic of China (hereinafter referred to as “Sino-Top” or the “Company”),

-and-

those existing shareholders of Sino-Top hereinafter referred to as “Sino-Top Shareholders”

and

those parties listed on the signature page(s) hereof, hereinafter referred to as an “Affiliated Party” and/or “Affiliated Parties”.

WHEREAS, Sino Silver, Sino-Top and the Affiliated Parties entered into a certain Memorandum of Understanding dated as of the 27 ^th day of November, 2004 (the “MOU”), and

WHEREAS, the MOU provided for the formation of a joint venture to explore and evaluate, and if feasible develop and mine the mineral resources on the mining properties listed on Schedule A and Schedule B hereof, subject to the fulfillment of certain conditions specified in the MOU and, to the extent not yet fulfilled, restated herein, and

WHEREAS, subject to the terms and conditions set forth in this Contract, the parties desire to form the joint venture and consummate the transactions contemplated hereby.

NOW THEREFORE, in consideration of the covenants, conditions and agreements contained herein, it is agreed as follows:

ARTICLE I

PARTIES TO THE CONTRACT

1.1 The parties to the Contract are:

(a) Sino Silver Corp.

Address: 555 Burrard Street, Suite 900, Vancouver B.C. V7X 1M8
Legal Representative: Ian Park
Position: President
Nationality: Canadian

(b) Sanhe Sino-Top Resources & Technologies, Ltd.

Address:[North Jingha Road 45, Yanjiao Economic Development Zone,

Sanhe City]

Legal Representative:[ DUAN HUANCHUN ]
Position:[ Chairman ]
Nationality:[China]

(c) Sino-Top Shareholders

(d) Affiliated Parties

(i) Hebei Huaguan Science and Technology Industrial Park Company Ltd.

Address:[ Yanjiao Economic Development Zone, Sanhe City]
Legal Representative:[ DUAN HUANCHUN ]
Position:[ Chairman]
Nationality:[China]

Address:[ Yanjiao Sanhe City]
Legal Representative:[ DUANHUANCHUN ]
Position:[ Captain]
Nationality:[China]

(iii) Beijing Aosikelai Bio-Engineering Company Ltd.

Address:[South keji Road, Industrial Development Zone, Miyun County, Beijing ]

Legal Representative:[ WANG BINGYAN ]
Position:[ Chairman ]
Nationality:[China]

ARTICLE II

ESTABLISHMENT OF THE COMPANY

2.1 In accordance with the laws of the People’s Republic of China , the Sino-Top Shareholders established the Company pursuant to the original shareholder’s agreement and now superseded in its entirety by this Contract, which, upon the approval of the competent commerce bureau (the “Approval Authority”), shall have the same force and effect as if it were the contract originally establishing the Company.

2.2 The name of the Company is Sanhe Sino-Top Resources & Technologies, Ltd. and its legal address is at North Jingha Road 45, Yanjiao Economic Development Zone, Sanhe City

2.3 The Company is registered in the People’s Republic of China and is a legal person under the laws of the People’s Republic of China. All the activities of the Company shall be governed by and construed in accordance with the relevant laws, decrees, rules and regulations of the People’s Republic of China.

2.4 The Company is a limited liability company. The liability of each of the parties as equity holders of the Company with respect to third parties shall be limited to the capital contributions that each has respectively undertaken in this Contract to invest in the Company. Unless provided otherwise in this Contract, each party shall have no liability for the debts or other obligations of the Company, to the Company or to any third party except to the extent of the amount, if any, of such party’s unpaid contributions to the registered capital of the Company. The debts and other obligations of the Company shall be settled solely from the assets of the Company.

2.5 The parties shall cause the Company to adopt the Articles of Association concluded between them and initialed by them contemporaneously with the execution of this Contract, as the articles of association of the Company. For such purpose the parties shall cause their respective designated members of the Board of Directors of the Company to pass a resolution confirming that any previous articles of association in relation to the Company shall be repealed and the Articles of Association adopted.

ARTICLE III

THE PURPOSE AND BUSINESS SCOPE OF THE JOINT VENTURE

3.1 The purpose of the Company is to strengthen the economic co-operation and technical exchange between the People’s Republic of China and the United States of America and in accordance with this Contract to utilize the technology and appropriate scientific operational and management methods to improve the competitive ability of the Company in the international market so as to achieve beneficial results for the Company and the parties generally.

3.2 The business scope of the Company shall be to explore and evaluate, develop and mine the mineral resources in the People’s Republic of China and other business permitted by the laws of the People’s Republic of China.

ARTICLE IV

REGISTERED CAPITAL

4.1 The registered capital of the Company shall be 1,120,000.00 US dollars.

4.2 Contributions to registered capital shall be comprised of:

(a) US $120,000.00 representing funds already contributed by the original shareholders to the Company in accordance with the original shareholder agreement; and

(b) Sino Silver’s contribution of an aggregate of US $1 million to the Company by way of cash.

4.3 The contributions to be made by Sino Silver shall be made as follows:

(a) US $500,000 within 60 days of the issuance of the new Business License (as herein defined) by the competent administration of industry and commerce showing that Sino Silver has become a new shareholder of Sino-Top holding 60% of the equity interests of Sino-Top; the US $500,000 payment shall include the US $100,000 held in escrow as previously agreed under the MOU;

(b) US $250,000 within one year of the issuance of the new Business License by the competent administration of industry and commerce showing that Sino Silver has become a new shareholder of Sino-Top holding 60% of the equity interests of Sino-Top; and

(c) US $250,000 within two years of the issuance of the new Business License by the competent administration of industry and commerce showing that Sino Silver has become a new shareholder of Sino-Top holding 60% of the equity interests of Sino-Top.

4.4 In consideration of the contribution and work made by the original shareholders of the Company, each of the parties agrees that they shall own the following percentage of equity interests of the Company as of the Closing Date:

Sino Silver 60%

Sino-Top Shareholders 40%

After the dilution, each of the Sino-Top Shareholders’ percentage of equity interests of the Company shall be:

(i) ZHOULIN 31.2%

(v) YANGWEN 0.8%

(vi) YANGGUOFU 0.8%

4.5 The obligation of Sino Silver to make its contribution as described in Section 4.3 above to the registered capital of the Company shall not arise until each of the following conditions has been fulfilled:

(a) This Contract and the Articles of Association have been approved by the Approval Authority, without any additional or different conditions being imposed which are not agreed to by the parties in writing;

(b) The business license has been re-issued by the competent administration of industry and commerce, reflecting that Sino Silver has become a new shareholder of Sino-Top holding 60% of the equity interests of Sino-Top and reflecting the status and purpose of the Company as described in this Contract, without any additional or different conditions being imposed which are not agreed to by the parties in writing (the “Business License”);

(c) The representations and warranties of Sino-Top contained in this Contract shall be true and correct at and as of the Closing Date with the same force and effect as though made at and as of such time. Sino-Top shall have performed and complied with all of its obligations required by this Contract to be performed or complied with at or prior to the Closing Date. Sino-Top shall have delivered to Sino Silver a certificate, dated as of the Closing Date, duly signed by Sino-Top’s president or chief executive officer, certifying that such representations and warranties are true and correct and that all such obligations have been performed and complied with;

(d) Between the date hereof and the Closing Date, (i) there shall have been no material adverse change in or to Sino-Top or any of its properties, assets or business and (ii) there shall have been no adverse legislative or regulatory change affecting in any respect Sino-Top or any of its properties, assets or business, and there shall have been delivered to Sino Silver a certificate to that effect, dated the Closing Date and signed by the president or chief executive officer of Sino-Top;

(e) Sino-Top shall have delivered to Sino Silver (i) copies of its charter documents as in effect immediately prior to the Closing Date, (ii) copies of resolutions adopted by its board of directors and shareholders authorizing the transactions contemplated by this Contract, and (iii) certificates issued by the applicable governmental authority authorizing the consummation of the transactions contemplated by this Contract, certified in each case as of the Closing Date, by the secretary of Sino-Top as being true, correct and complete;

(f) At the Closing, Sino-Top shall have delivered or caused to be delivered to Sino Silver evidence reasonably satisfactory to Sino Silver of the issuance of the Business License and the required approval of the Approval Authority, and all of the other documents and items required to be delivered by Sino-Top at Closing pursuant to this Contract;

(g) There shall not be pending or threatened any action or proceeding by or before any court or other governmental body that shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions contemplated by this Contract or the transactions contemplated hereby, and that, in the judgment of Sino Silver, makes it inadvisable to proceed with the transactions contemplated hereby;

(h) Sino-Top shall have received consents to the transactions contemplated hereby and waivers of rights to terminate or modify any material rights or obligations of Sino-Top from any person or entity from whom such consent or waiver is required under any contract, permit or license to which Sino-Top or its properties are bound as of a date not more than ten (10) days prior to the Closing Date, or who, as a result of the transactions contemplated hereby, would have such rights to terminate or modify such contracts, permits or licenses either by the terms thereof or as a matter of law;

(i) Sino-Top shall have delivered to Sino Silver audited financial statements for each of the twelve month periods ended December 31, 2003 and December 31, 2004, and stub period financial statements as of a date within 30 days of the anticipated Closing, such audit to be performed by a nationally recognized public accounting firm in conformity with GAAP and the rules and regulations of the SEC. The cost of the audit shall be borne by Sino Silver; and

(j) Sino-Top shall have complied with all due diligence requests including but not limited to delivery to Sino Silver of all geological and technical data related to any of the properties described herein as well as maps and surveys. Sino-Top shall have prepared and delivered to Sino Silver any geological studies requested by Sino Silver.

4.6 After Sino Silver’s contribution to the registered capital as set out in Section 4.3 above has been made in full an accounting firm registered in the People’s Republic of China (as approved by Sino Silver) shall verify the resulting total contribution of it and issue a contribution verification report. Upon receipt of the report the Company shall issue investment certificates to Sino Silver, signed by the Chairman of the Board confirming the amount of contribution by Sino Silver and such other details as may be required by the laws of the People’s Republic of China.

ARTICLE V

RESPONSIBILITIES OF THE PARTIES

5.1 Without limiting the generality of the other provisions of this Contract, Sino Silver shall be responsible for the following matters:

(a) To make its contribution to the registered capital of the Company as set forth in and in the manner provided in this Contract; and

(b) To handle any other matters entrusted to it by the Company and accepted by it.

5.2 Sino-Top Shareholders, in addition to their other obligations and responsibilities as set out in this Contract, shall be responsible for the following matters:

(a) To deal with the applications for approval and registration of this Contract and for obtaining the Business License; and

(b) To handle any other matters entrusted to it by the Company and accepted by it.

5.3

(a) After the Closing each Affiliated Party shall contribute to the Company all of its exploratory and licensing rights and interests it owns in the property, which rights, interests and property are described in detail and set forth opposite its name on Schedule 5.3(a) (the “Affiliated Property Rights”), upon thirty (30) days prior written notice from the Company and upon the payment by Sino Silver of the sum of two hundred eighty six thousand dollars (US $286,000) for each Affiliated Property to the Company. Such payment to the Company shall be as the capital increase to the registered capital of the Company and made as follows:

(b) Each Affiliated Party covenants and agrees that it shall execute and deliver to the Company such documents as may be reasonably required by the Company’s counsel, including but not limited to, a license from the Provincial Branch of Ministry of Land & Resources in Inner Mongolia Autonomous Region (“Ministry of Land & Resources”), to perfect the Company’s interest in the Affiliated Property Rights delivered, transferred and assigned by such Affiliated Party to the Company hereunder, and customary seller’s representations and indemnities.

(c) Irrespective of each Affiliate Closing, Sino Silver and Sino-Top Shareholders shall retain the same 60:40 equity interest percentage within the Company as set forth in Section 4.4. The Affiliated Party shall be bound by all of the terms and conditions herein applicable to an equity owner of the Company.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

6.1 Sino Silver represents and warrants to Sino-Top and the Affiliated Parties that:

(a) it was incorporated under the laws of the State of Nevada and is in good standing under the laws of the State of Nevada;

(b) it has the power to enter into this Contract and perform its obligations hereunder;

(c) all corporate action required to be taken by Sino Silver to authorize this Contract has been taken;

(d) this Contract will not result in a violation of its Articles of Incorporation or By-laws, or breach any agreement to which it is a party;

(e) this Contract has been duly executed and delivered by it, and is valid and binding upon it in accordance with its terms; and

(f) it is current in its reporting obligations pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) and all reports filed with the SEC are accurate and do not contain any misrepresentation of material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

6.2 Sino-Top and Sino-Top Shareholders represent and warrant to Sino Silver that:

(a) Sino-Top was organized under the laws of the People’s Republic of China and is in good standing under the laws of such jurisdiction as a joint venture and a limited liability company;

(b) Sino-Top has the power to enter into this Contract and perform its obligations hereunder;

(c) all action required to be taken by Sino-Top and Sino-Top Shareholders to authorize this Contract has been taken;

(d) this Contract will not result in a violation of its organizational documents, or breach any agreement to which they are a party;

(e) this Contract has been duly executed and delivered by it and is valid and binding upon it in accordance with its terms;

(f) as of the date hereof and as of the Closing Date, 100% of the equity ownership interests of Sino-Top are owned by the Sino-Top Shareholders as reflected on Schedule 6.2(f). There are no options, warrants or other securities exercisable for, convertible into, or exchangeable for, equity ownership interests of Sino-Top or any subscriptions, agreements or commitments for Sino-Top to issue any equity ownership interests of Sino-Top, nor (except for the original shareholders agreement, which shall be replaced and superseded in its entirety by this Contract) any voting agreements, preemptive rights, rights of first refusal or redemption rights with respect to the equity ownership interests of Sino-Top;

(g) the only approvals required of any governmental agency or body (including, but not limited to, the Ministry of Land & Resources) with respect to any transaction contemplated by this Contract are set forth on Schedule 6.2(g); and all such approvals will have been obtained prior to the Closing Date;

(h) the financial statements of Sino-Top as of December 31, 2004 and for the year then ended and as of December 31, 2003 and for the year then ended (the “Sino-Top Financial Statements”) are attached hereto as Schedule 6.2(h); the Sino-Top Financial Statements fairly present the financial position of Sino-Top at the date thereof and the results of operations for the period then ended; Sino-Top shall deliver to Sino Silver audited financial statements as describ