Magnus International Resources, Inc. TERM SHEET

Investment Company
Target:

BVI Co.

Offeror:

Sinoglobe

Property:

Described in Schedule “A”

Property Owner Cash
Payments by Magnus:

An aggregate $2,000,000US will be paid by Magnus to the Property owner on behalf of the  BVI Co as follows:

1. $500,000US refundable* upon execution of this term sheet;
   
   
2. $1,000,000US refundable* on April 28, 2006;
   
   
3. $500,000US on closing on completion of due diligence.

* Magnus shall have a 90 day due diligence period from the date of execution of this Agreement and in the event Magnus determines not to proceed then this Agreement shall terminate and the payments above shall be refunded.

Property Owner Stock
Payments by Magnus:

Upon Magnus determining to proceed at the end of the 90 day due diligence period then Magnus shall issue to the Property owner, on behalf of BVI Co., an aggregate of 5,000,000 common shares of Magnus to be issued as to 1,000,000 shares on closing on the completion of due diligence and four lots of 1,000,000 shares upon processing of the first four lots of 100,000 tonnes of titanium oxide ore from the Property. Upon lapse of the Rule 144 hold period, the shares shall be

Property Expenditure
by Magnus:

Magnus shall provide 60% of all Property exploration and development expenses on behalf of BVI Co. until the earlier of the parties advancing a total of $10,000,000US or a pre-feasibility report being completed whereupon Magnus shall thereafter provide 30% of all Property exploration and development expenses.

Earning of 30% of
BVI Co.

Upon Magnus having made the $2,000,000 payment to the Property owner, issued the 5,000,000 common shares to the owner and expended its funding commitment on the Property or the pre-feasibility report being completed then Magnus shall be vested in a 30% fully diluted equity of BVI Co., effective the date of the pre-feasibility report, for payment of $100.00US issue price.  Magnus may determine to make advance payment at any time to earn its interest.

Magnus Status and
Rights During and after
30% Earning

Upon Magnus completing due diligence and determining to proceed, Magnus shall thereafter have the following rights:

1. Magnus shall have the right to no less than one representative on the board of BVI Co.
   
   
2. Magnus or its appointee shall be operator of the Property and all activities thereon.  Magnus or its appointee shall be the managing director of BVI Co. and shall have account authority on all accounts of BVI Co or the Property
   
   
3. For the first year after this Agreement no interest in BVI Co or the property may be issued or sold without the approval of Magnus, which shall not be unreasonably with held.  Moreover, in that first year and thereafter, in the event BVI Co or any direct or indirect stockholder thereof determines to sell any interest in BVI Co or the Property (except for family estate planning) then Magnus shall have a right of first refusal to acquire the same on the intended offered terms for not less than 60 days

Upon Magnus earning its 30% interest then it shall have the following rights:

1. Magnus shall have the right to no less than one representative on the board of BVI Co.
   
   
2. Magnus or its appointee shall continue to be operator of the Property and all

activities thereon and Magnus or its appointee shall be the managing director of BVI Co. and shall have account authority on all accounts of BVI Co or the Property unless a majority of stockholders vote otherwise

3. In the event BVI Co or any direct or indirect stockholder thereof determines to sell any interest in BVI Co or the Property (except for family estate planning) then Magnus shall have a right of first refusal to acquire the same on the intended offered terms for not less than 60 days.
   

Due Diligence Period:

Magnus shall have the right to conduct due diligence as to BVI Co., its participants and the Property for a period of 90 days which shall be deemed to terminate June 30, 2006, unless extended by mutual agreement.  Magnus shall have a period of 10 days from such date to determine whether to proceed.  In the event that Magnus does not give notice that it wishes to proceed then it shall be deemed to have elected to terminate this Agreement.  Sinoglobe and BVI Co. shall grant Magnus full and unimpeded immediate access to all records, personnel and facilities of BVI Co and the Property which Magnus may request.  Magnus may conduct all such tests and exploratory work on the Property as it may deem required subject to Magnus effecting any remediation which may be required by any activities under law.

BVI Co Organization
and Formal Agreement:

It is intended that the other 70% of BVI Co. shall be owned by a holding company (“Hold Co”) which shall be owned 45% by the Property owner and 55% by other persons.  Prior to the termination of the due diligence period BVI Co and Hold Co shareholdings shall be effected and the persons thereof shall have granted to Magnus the rights set forth above by execution of a shareholders agreement. 

It is intended that Hold Co. shall pay the Property owner an additional $1,000,000US within six months of the date of this Agreement.   

It is also agreed that BVI Co shall cause the Property Owner to be granted a 3% NSR on all production from the Property.

The terms of this agreement, upon demand of either party, shall be effected into a formal agreement employing standard industry terms, failing which this Agreement shall govern.

Remedies upon an
Event of Default:

If an event of material default occurs then a party shall give the other party notice of such default and the party in default shall cure the same within 15 days of notice, failing which the non-defaulting party may terminate this agreement.  If Magnus is

the party complaining of material default and such occurs during the due diligence period then it may elect to suspend the running of time until default is cured.

Notwithstanding the foregoing, the non-defaulting party reserves its rights and remedies in the Event of Default and nothing contained herein shall be deemed to limit those rights or remedies.

Short Selling:

No party of BVI Co or Hold Co or Sinoglobe shall engage in any short selling techniques of  Magnus securities.

Confidentiality:

This Term Sheet is confidential. No party shall disclose this Term Sheet or its contents to third parties without the prior written consent of the other.