Guaranty Cooperation Agreement
(Translation)
Guarantor (Party A): Henan Chaoyang Steels Co., Ltd.
Authorized Representative: Xianjun Ma
Vouchee (Party B): China Armco Metals, Inc.
Authorized Representative: Kexuan Yao
After friendly consultations conducted between Party A and Party B, Party A has agreed to provide guarantee for the bank loans of Armet (Lianyungang) Renewable Resources Co., Ltd., a China-based subsidiary of Party B. The terms are as follows:
| 1. | Object of Guaranty: Armet (Lianyungang) Renewable Resources Co., Ltd. |
| 2. | Applicable Banks and Credit Lines: |
| a. | Bank of China Lianyungang Branch’s Project Loan: RMB90 million (which was guaranteed in 2009) |
| b. | Bank of Communications Lianyungang Branch: RMB 50 million (approved) |
| c. | Bank of Jiangsu: RMB 30 million (pending) |
| d. | Bank of China’s additional loan for working capital: RMB 130 million (pending) |
| 3. | Terms for Guaranty: |
| a. | Party A agrees to provide unlimited joint guarantee for the credits lines listed in Article 2. |
| b. | The guaranteed amount shall not be more than the total amount of all credit lines in Article 2. |
| c. | Party B provides counter-guarantee to Party A. Once Party A has to assume the debts from bank loans of Party B, Party B shall ensure to pay off all debts and related expenses in a timely manner. |
| d. | Party B has the right to apply to other banks for credit lines at the same or less amounts in Article 2 if the pending applications are not approved. Only with consent from Party A, Party B can file application to other banks for credit line. |
| e. | The term of guaranty for all loans is up to 5 years. During the period of 5 years, Party B has the right to request Party A to renew guaranties for the loans whose terms are less than 5 years. |
| 4. | Expenses for Guaranty: |
| a. | Party B agrees to pay Party A 500,000 shares of restricted common stock of China Armco Metals, Inc. |
| b. | The full amount of the shares is due by June 30, 2010. |
| c. | Party B shall issue the shares to Party A no matter the pending applications for credit lines are eventually approved or not. |
| d. | Party A assures not to sell or transfer the received shares within 180 days after the issuance date. |
| 5. | The parties shall friendly negotiate to resolve the issues that have not been addressed in this agreement. |
Guarantor (Party A): Henan Chaoyang Steels Co., Ltd.
Authorized Representative: Xianjun Ma (corporate seal)
Vouchee (Party B): China Armco Metals, Inc.
Authorized Representative: Kexuan Yao (corporate seal)
2010-6-11