SOLICITORS, LEGAL ATTORNEY, NOTARY PUBLIC AND LEGAL ADVISERS

MARK A. ASSOCIATES/SOLICITORSMARK A. ASSOCIATES/SOLICITORS

KNOW YE MEN by this .................day of ..................................20..........., the M.O.U. is between

Name:............................................................

Address:........................................................

......................................................................

......................................................................

(Hereinafter called as the First Party) 1st Party Sign:.........................................

= AND=

Name:...........................................................

Address:.......................................................

.....................................................................

.....................................................................

(Hereinafter called as the Second Party) 2nd Party Sign:.........................................

W H E R E A S:

1. That the first party unanimously agree with the second party to jointly embark on Business Transaction thereby appointing the second party as a partner in the said project to assist /dispatch funds as well as organise the requested project in the designated area in the world.

2. That the terms and condition agreed upon are as follows:(a) that the first party has agreed to assign second party in the re-claiming of funds which

have been set aside for this transaction.

(b) that the transaction’s funds worth of $12,800,000.00 USD, deposited with Dah Sing Bank, Hong Kong, which the second party shall acts as the sole-beneficiary/executor, shall be further transferred into an Offshore Account to enable easy cash-flow for the proposed project.

(c) that the both parties shall have an equal share of the said sum of 50% each as part of their unreserved service and miscellaneous expenses that may be incurred during the project execution, while the both parties are expected to keep confidential of all documents of this said transaction.

(d) that the both parties shall not betray the trust that has been imposed on them.

$12,800,000.00 USD by

7B, Amtel Building, 144-148 Des Voeux Road Central, Sheung Wan Hong Kong

Mr. Song Chen Mr. Song Chen 200 Connaught Road, 200 Connaught Road,

Central Sheung Wan, Hong KongCentral Sheung Wan, Hong Kong

MEMORANDUM OF UNDERSTANDINGMEMORANDUM OF UNDERSTANDING

Barr. Mark Ayemien (Associate Partner); Barr K. Akeme (Legal Partner); Barr. Ryan G. Walter (legal Partner); Ms. Cyan Margaret (Secretary).

WC-LEGAL/0429/CHM/13

3. It is further agreed as follows:

(a) the second party has full authority in the financial control, in which he/she will manage the establishment trust funds for the said transaction.

(b) the second party shall be committed to the cash-flow once the funds is retrieved.

OTHER RELATED ISSUES:

1. The second party is expected to open an offshore account with the corresponding bank, where the said funds valued ($12,800,000.00) Twelve Million Eight Hundred Thousand United States Dollars shall be further transferred to.

2. The first party being the initiator of the business shall have direct dealing with the legal attorney (Bar. Mark Ayemien), and shall also be involved with all legal documentation and necessary endorsement of other legal document as regards the successful running of this transaction and shall attract legal fees which will be paid directly to the Attorney as consultation and legal charges.

3. Any further expenses that may be incurred by both parties to the success of this transaction will be reimbursed directly to them, upon the completion and execution of the entire transaction.

PREPARED BY

.....................................................MARK AYEMIEN, ESQ.

Int'l Attorney/Legal Adviser