Letter of Understanding for Joint Venture Between Global Ecology Corporation and Mogul International Group, Inc. to Form Global Water Systems

To: Nasir Mogul, President

Mogul International Group, Inc

From: Joseph F. Battiato, Chairman

Global Ecology Corporation

Re: Letter of Understanding

Date: June 8,2009

The purpose of this Letter of Understanding ("Letter") is to set forth certain non-binding

understandings and certain binding commitments between Global Ecology Corporation , a

Nevada USA corporation, with offices at 140 Smith Street, Fifth Floor, Keasbey, New Jersey

08832 ("GEC") and Mogul International Group, Inc, a United States corporation with offices at

785 Seventh Ave., New York, NY ("MI"), with respect to a proposed transaction in which GEC

and Ml will form a jointly owned entity known as Global Water Systems ("GWS") that will

engage in water distribution in certain mutually agreed upon countries.

For purposes of this Letter, GEC, and MI are sometimes collectively referred to as the "parties"

and individually as a "party." Also, GEC's water treatment technology and related systems is

referred to as "Technology" or "Products" in this Letter. For purposes of this Letter, the parties

are hereby contemplating a business transaction(s) that strictly involves the distribution and

franchising of Products that will be manufactured in the county in which it is intended to be

distributed in and the collection of revenues associated with the operation of the distributorships

within the country for the sale of water. No other areas of business outside of the designated

industry are subject to the transaction(s) contemplated in this Letter.

The terms of the operation and ownership share will be more particularly set forth in the Articles

of Incorporation, Corporate Resolutions and By-laws of GWS and the related foreign

corporations to be established in the agreed upon countries. There may also be one or more

additional definitive agreements (collectively "Definitive Agreements") to be mutually agreed

upon by the parties. This Letter outlines the proposed transaction based on each party's present

understanding of the current condition of the requirements and business operations of GEC and

MI. In particular, MI understands that GEC is a U.S. publicly traded company and GEC

understands that MI is a privately held company with locations in the United States and other

countries.

The following numbered paragraphs constitute a general outline of the proposed transaction, key

ancillary agreements and important conditions. The provisions shall be included in GWS

corporate documents and any other related Definitive Agreements, but in all instances are

intended to represent the previously agreed upon Terms and Conditions expected to be binding on

both Parties. The parties' expressly state their intention that this Letter as a whole, and

paragraphs I - 4 in particular, and shall constitute a legal and binding obligation and agreement

between any of the parties and is intended to be an extensive summary of all of the Terms and

Conditions of the proposed business combination. It is further understood any additional details

that are not covered here or are found to be required to more accurately reflect the understanding

that the parties have come to will be agreed upon my mutual consent and incorporated in the

formation documents of the respective corporations. All Terms and Conditions of this Letter may

subject to the approval of the parties' Board of Directors and shareholders, if necessary such

consent will not be unreasonably withheld.

STATEMENT OF UNDERSTANDING

I. Jointly Owned Entity. MI has formed GWS, a Delaware Corporation, and will form GWS in

Bangladesh ("GWSB") and Pakistan ("GWSP") at the earliest possible time. Ownership of GWS

will be shared equally between GEC and MI (50/50) with no other shareholders in the company

unless both Parties agree to such entrance. Once formed, GWSB and GWSP will be 2/3 owned

by GWS and 1/3 owned by the manufacturing company local to the respective country and no

other shareholders will be admitted to these companies without unanimous shareholder consent.

It is understood while other countries may be considered for such a venture in the future, this

Letter only applies to Bangladesh and Pakistan, thus MI or any other party may not imply or

indicate that there is an agreement between the parties for any other reason or region other than

what is covered specifically in the Letter. A GWS Web site has been established by MI, GEC

will, to the best of its ability, provide the necessary content to make the site as informative and

appealing as possible.

2. GEC's Technology and Products - It is understood GEC's sole requirement for this venture

will be to provide (I) technical capabilities and personnel associated with GEC's water treatment

Technology, (2) the various types of products used for water treatment offered by GEC, (3) the

continued development of most appropriate water treatment units to be distributed in the

identified country, (4) the supply of the ionized copper required to properly treat the water in the

system along with any certifications such product may have. It is understood the utilization of the

specialized formula of ionized copper is an integral part of the process and systems GEC utilizes.

3. MIs Contributions - It is understood MI will or will cause to have any and all finances

available to launch this project. The use of these funds will be specifically for the acquisition of

all necessary parties and space required to manufacture the units in the respective countries.

Additionally to the extent required (or requested by GWS) the finances will cover the cost of

travel and reasonable out of pocket to have the personnel go to the manufacturing site for initial

training and education of the local manufacturing personnel. Additionally, MI has represented it

has certain specific knowledge, contacts and ability necessary for the establishment of a water

distribution company in both Bangladesh and Pakistan. MI will draw upon those assets to make

this a mutually successful venture and will not embark in any other such venture without

including GWS.

4. Profit Sharing and Expenses - Both parties to this agreement will share in all profits of GWSB

and GWSP based on the ownership share of GWS. It is further understood, none of the

shareholders of any of the corporations involved will be paid a salary or compensation in any

form other than sharing in their respective profits unless shareholder unanimous consent is

provided. In addition no expenses will be paid by the corporations without unanimous

shareholder consent, however; it is understood a reasonable budget for day to day operations and

the manufacture of the units will be established and approval of such budget and related

payments will not be unreasonable withheld by any shareholder. MI will be responsible for the

producing monthly financial statements and will cooperate with GEC in the production of any

other information it may need to meet its public filing requirements. All profits will be

distributed with IS days of the end of each calendar month. It is understood revenues and profits

will be generated by both the sale of the individual water treatment units as well as residuals

associated with the distribution of the treated water (in all forms, mobile unit, standing containers

or individual bottles)

5. Preparation of Corporate Documents - The parties have negotiated all critical the Terms and

Conditions associated with this venture and it is agreed that such Terms and Conditions will be

incorporated into the formation and operational documents of the respective companies as soon as

practical. It is further understood if during the course of preparing such documentation any

material facts or concepts are uncovered and changes or adjustment are required to make the

general Terms and Conditions of this Letter applicable and enforceable, both paI1ies will work

toward a mutually beneficial solution to keep with the intent of this Agreement. It is agreed that

in no event will it take longer than 30 days for the date of this letter to complete all

documentation associated with GWS and 90 days for GWSB and GWSP. To the extent

appropriate for transactions of this type and size, the Corporate Documents will contain

customary representations, warranties, covenants, indemnities and other agreements of the

parties, including but not limited to: (I) representations and warranties related to each paI1y's

power and authority to enter into the Definitive Agreements and perform its obligations

thereunder; (2) representation and warranty by GEC that GEC can fulfill the requirements in

connection with GEC's Technology and Products; (3) various representations and warranties

concerning GEC and MI such as due organization, good standing, the absence of violation of

other agreements and laws and other matters customarily for transactions of this sort; (4)

indemnities from GEC in favor of MI against all claims and liabilities with respect to breach of

such representations and warranties; (5) indemnities from MI in favor of GEC against all claims

and liabilities with respect to breach of MI's representations and warranties.

The Corporate Documents are also expected to include, without limitation: (I) a confidentiality

and non-compete agreement; and (2) any other agreements necessary or desirable in connection

with any of the foregoing arrangements or any transaction contemplated herein.

In consideration of the costs to be borne by each party in pursuing the transactions contemplated

by this Letter and in consideration of the mutual undel1akings by the parties as to the matters

described in this Letter, upon execution of counterparts of this Letter by each party, the following

paragraphs 6 through 10 will constitute legally binding and enforceable agreements of the parties

regarding the procedures for the negotiation and preparation of all documents.

6. Confidentiality - By their signature below, each party agrees to keep in strict confidence all

information regarding the terms of this Letter, except to the extent GEC must disclose

information to lenders, stockholders ( for compliance with SEC regulations) and equity partners

to obtain necessary debt and equity financing. If this proposal is terminated as provided in

paragraph 9, each party upon request will promptly return to the other party all documents,

contracts, records, or other information received by it that disclose or embody confidential

information of the other party. GEC agrees to keep all material and information provided to it,

under paragraph six above, confidential and to promptly return the same to MI upon termination

of this Letter. The provisions of this paragraph shall survive termination of the Definitive

Agreements.

7. Public Disclosure - No party will make any public disclosure or issue any press releases

pertaining to the existence of this Letter or to the proposed acquisition and sale between the

paI1ies without having first obtained the consent of the other paI1ies, except for communications

with employees, customers, suppliers, governmental agencies, and other groups as may be legally

required or necessary or appropriate (i.e., any securities filings or notices), and which are not

inconsistent with the prompt consummation of the transactions contemplated in this Letter. The

provisions of this paragraph shall survive termination of the Definitive Agreements.

8. Disclaimer of Liabilities - Except for breach of any confidentiality provisions hereof, no party

to this Letter shall have any liability to any other party for any liabilities, losses, damages

(whether special, incidental or consequential), costs, or expenses incurred by the party in the

event the negotiations among the parties are terminated. Except to the extent otherwise provided

in any Definitive Agreement entered into by the parties, each party shall be solely responsible for

its own expenses, legal fees and consulting fees related to the negotiations described in this

Letter, whether or not any of the transactions contemplated in this Letter are consummated.

9. Termination - Each party hereby reaffirms its intention that this Letter as a whole, and all

paragraphs, is intended to constitute, and shall be used to constitute, a legal and binding

obligation, through the delivery of the necessary corporate documents. Accordingly, the parties

agree that any party to this Letter may not withdraw from this project at any time. Only if both

parties mutually agree that the implementation of this project becomes problematic from a

technical or financial standpoint can such termination occur. Both parties understand once this

agreement has been executed not implementing this project will be extremely damaging to the

other party and the non-defaulting party will be entitled to seek damages in an amount equal to

the highest level possible for a transaction of this type.

If the terms of this Letter are agreeable to the Parties, then a signed copy by facsimile (or scan)

will be transmitted with an original signed copy by overnight mail as directed by the

representatives of GEC and MI by no later than noon on June 12, 2009. This Agreement may be

executed in one or more counterparts, each of which when so executed shall be deemed an

original, but all of which taken together shall constitute one and the same document. Upon

acceptance of this Letter all provisions of this Agreement will become binding and each party,

will diligently work toward the completion of the governing corporate documents.

Agreed and Accepted:

Global Ecology Corporation

/s/ Joseph F. Battiato

Joseph F. Battiato, Chairman

Mogul International Group, Inc.

/s/ Tariq Abdulla

Nasir Mog;1i,PreSideni,

By Tariq Abdullah, Authorized Signatory