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1.

Loan.  The Lender hereby agrees to loan to the Company, and on the terms and conditions contained herein, the principal sum of US THREE HUNDRED THOUSAND dollars (US$300,000) (the “Loan”) by delivering US$300,000 by way of a bank draft to the Company or by wire transferring such funds to the Company’s bank account at HSBC in Singapore.

2.

Interest Rate.  The Loan will not bear any interest.

3.

Repayment of the Loan.  The Loan will be due and payable six months from the date of this Agreement.

4.

Representations and Warranties of the Company.  To induce the Lender to agree to make the Loan, the Company represents and warrants to the Lender that:

 

(a)

The Company is a company duly incorporated and validly subsisting under the laws of the State of Nevada, has all requisite corporate capacity, power, and authority to own its assets; to carry on its business as now conducted or as proposed to be conducted; and to enter into and to carry out the transactions contemplated by this Agreement;

 

(b)

The Company is not a party to any agreement or instrument or subject to any corporate restrictions which would restrict the ability of the Company to perform its obligations under this Agreement; and

 

(c)

The Company has taken or caused to be taken all necessary action, corporate or otherwise, to authorize, and has duly executed and delivered this Agreement.

5.

Assignment.  This Agreement may not be assigned by either party hereto except with the prior written consent of the other party.

6.

Enurement.  This Agreement will enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

7.

Entire Agreement.  This Agreement, together with any other writing signed by the parties expressly stated to be supplementary hereto, constitutes the entire Agreement between the parties and supersedes all prior understandings and writings to which the Lender and the Company are parties.

8.

Governing Law and Jurisdiction.  This Agreement shall be deemed to be governed by and construed in accordance with the laws of Singapore.  For the purposes of any legal actions or proceedings brought by the Lender in respect to this Agreement, the parties hereby irrevocably submit to the exclusive jurisdiction of the courts of Singapore and acknowledge their competence and the convenience and propriety of the venue and agree to be bound by any judgment thereof and not to seek, and hereby waive, any review of its merits by the courts of any other jurisdiction.

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