STRATEGIC ALLIANCE AGREEMENT (INTER-COMPANY REVENUE SHARING AGREEMENT)

STRATEGIC ALLIANCE AGREEMENT

INTER-COMPANY REVENUE SHARING AGREEMENT

This STRATEGIC ALLIANCE AGREEMENT and INTER-COMPANY REVENUE SHARING AGREEMENT is made and entered into this Wednesday, the 25^th day of October, 2000 by and among Global Fund Agent Network Co., LTD (also known as GFAN Co., Ltd.), a company  incorporated under the laws of the Republic of Korea (South Korea), having its correspondence address at Korea B/D No. 201, DoHwa-Dong, MaPo-Gu, Seoul, Korea, represented by its Chairman, Mr. Kook Kim (“GFAN Korea”), BNR Co., LTD (a/k/a “Beijing Nara Consulting”), a company incorporated under the laws of the People’s Republic of China (China), having its correspondence address at __________________________________________________________________ _______________________________________________________________________________________, represented by its Chairman, Mr. Seok Kim, (“GFAN China”), and GFAN Inc., a United States corporation incorporated under the laws of the state of Delaware, having its correspondence address at 59 Fresh Pond Lane, Cambridge, Massachusetts (MA) 02138, represented by its President & C.E.O., Ms. YK Lee (“GFAN USA”);

WHEREAS, GFAN and GFAN USA are sister companies incorporated under the laws of the Republic of Korea and the United States of America, respectively;

WHEREAS, BNR Co., Ltd., otherwise known as Nara Consulting, is a third sister company of GFAN Korea and GFAN USA, initially incorporated in China for the purpose of facilitating foreign direct investment and international business and projects development in China, and otherwise to expand and develop the e-business, consulting business and incubation business(es) of GFAN Korea in China;

WHEREAS, the Parties intend the formation of GFAN China to acquire the business, property and assets of BNR Co., LTD, via the establishment of a new business enterprise or, alternatively, via a merger, acquisition or other form of business combination inclusive of the means whereby BNR Co., LTD may change its name from BNR Co., LTD to GFAN China or such other company name bearing the name or mark of ‘GFAN’ or Global Fund Agent Network;

WHEREAS, the Parties intend GFAN China to exist and operate for the business purpose of acquiring, and carrying out and effecting, international business and projects development for all of them in China;

WHEREAS, the Parties have discussed and agreed that certain business and projects originated by BNR Co., LTD or Beijing Nara Consulting, or GFAN China, as the case may be,  will require the contribution of skills, experience and other resources residing within or intended to be recruited to, either or both GFAN Korea and GFAN USA, respectively;

WHEREAS, the Parties have discussed and agreed to negotiate and enter into a strategic alliance agreement and inter-company revenue sharing agreement for the purposes of the companies working in tandem (as a ‘strategic alliance’) and seeking jointly to undertake and carry out foreign direct investment in China and, otherwise, international business and projects development in China via GFAN China for and for the benefit of all of them;

WHEREAS, the Parties have agreed that their mutual agreement and understanding should be jointly acknowledged and recorded in the form of a written Strategic Alliance Agreement and Inter-Company Revenue Sharing Agreement (the “Agreement” or this “Agreement”) which shall establish a relationship between all of the Parties and, generally, a legal framework for their negotiating and executing terms and conditions applicable to specific international business and projects development opportunities on an exclusive and right-of-first-refusal basis;

NOW, THEREFORE, in consideration of the premises hereinabove, and the mutual promises and covenants set forth hereinbelow, each of the GFAN Korea, GFAN USA, and GFAN China (each a “Party” and, collectively, the “Parties”), INTENDING TO BE LEGALLY BOUND, hereby agree as follows:

Article I ? General

1.01         Agreement. The Parties hereby agree to make and enter into this Strategic Alliance Agreement and Inter-Company Revenue Sharing Agreement (the “Agreement” or this “Agreement”) for the business purpose and scope set forth in Section 1.02, infra, and, otherwise, in one or more Project Terms Sheets (see Section 1.07, infra) for the Compensation set forth in Article 2, infra. Such professional services and work to be performed by all or any of the Parties in respect of an international business development or projects development opportunity (a “Project”) pursuant to this Agreement, one or more Project Terms Sheets incorporated herein, and as otherwise contemplated hereby shall be referred to, singularly on a project-by-project basis or collectively, as the “Services”. Further, this Agreement shall include all of those provisions set forth in one or more Project Term Sheets incorporated herein pursuant to Section 1.07, infra.

1.02.        Business Purpose and Scope.  The business purpose and scope of this Agreement shall be, generally, for the Parties to assist, support and otherwise seek to facilitate by and between them via their performance of Services,  independently and collectively, toward the mutual goal of undertaking the general business set forth in Section 3.02, infra, and otherwise contemplated thereby, and further, as the same may be related thereto, foreign direct investment in China and Projects development including but not limited to the following: merger and acquisitions, joint ventures, business partners arrangements, strategic alliances; supply and distribution arrangements; infrastructure development; real estate development; advertising, media and sponsorship; project finance; technology transfer; license and franchise arrangements; and any other international business development or  project opportunity as may be agreed. Further, the business purpose and scope of this Agreement shall also be deemed to include outbound transactions from China.

1.03         Authorization; Power; No Agency. The relationship of the Parties shall at all times be one of an independent contractor, and except and insofar as set forth in the succeeding sentence, none of the provisions of this Agreement shall constitute or be deemed to constitute a partnership or joint venture by and between them (except as the Parties may agree to on a case by case basis and set forth in a relevant Project Term Sheet), and no Party shall have any authority to legally bind the other Party. Notwithstanding the independent contractor relationship between the Parties, to carry and effect the Services and as may be otherwise required under the circumstances, GFAN China and GFAN Korea hereby appoint exclusively and authorizes GFAN USA, as the Authorized Representative of either or both of them outside of China and Korea, respectively, to do all such acts and things, including the execution and delivery of documents and instruments, as may be necessary, advisable or convenient to the said appointment and to effectively carry out and effect the duties and responsibilities normally inherent with role of Authorized Representative Agent and similarly.

1.04         Constitutive Documents; Implementation. The Parties shall cause the change, modification, or alteration of the constitutive documents of their respective companies, to effect the business purpose of this Agreement, including:  to effect the relationship by and among them, to facilitate their performance of Services; to carry out and effect Projects; and, otherwise, to perform the various obligations and covenants set forth herein and otherwise contemplated hereby.

1.05         Exclusivity; Right of First Refusal. The Parties hereby agree that GFAN USA shall have an exclusive right of first refusal with respect to it performing Services in respect of a Project for all and any Projects which shall be originated by GFAN China. Notwithstanding, in the event GFAN USA may not, in its discretion, have the relevant  resources, or access to relevant resources, to perform appropriate Services in respect of a Project or, otherwise, where GFAN USA may wish to refer such Project or Service to another person or party, GFAN USA shall have a right of first refusal whereby it may decide, in its sole and absolute discretion, to either agree to undertake and perform Services in respect of such Project or refer the same to such other person or party; provided, however, where GFAN USA may choose to refer a Project or Service to another person or party, it shall endeavor to obtain the prior consent of either or both of GFAN Korea or GFAN China, as may be appropriate under the circumstances.

1.06         Reciprocal Origination. In reciprocation of GFAN China and GFAN Korea granting to GFAN USA exclusivity and a right of first refusal pursuant to Section 1.05, supra, GFAN USA hereby consents that it shall endeavor to offer all such Projects as may be originated by it in China to GFAN China and GFAN Korea, as may be appropriate under the circumstances, for the purpose of GFAN China and or GFAN Korea performing contributory Services. Notwithstanding the foregoing, GFAN Korea and GFAN China hereby acknowledge that, although the intended business purpose of GFAN USA, as a sister company to GFAN Korea and GFAN China, is to expand and develop the e-business of GFAN Korea (the definition of which is set forth in Section 3.02, infra) in the United States and, otherwise, to acquire the business and consulting services of the Delaware company, WhyK & Associates, as such business and consulting services may be related to the Parties seeking to perform Services in China, that WhyK & Associates Ltd. may be restricted from transferring all or a portion of a project or services opportunity to GFAN USA  due to, but not limited to, the following reasons: (i) the expectations of the customer or client; and or (ii) a failure of consent of other principals in the organization of WhyK & Associates Ltd. to agree to such transfer.

1.07         Project Term Sheets.  For each and every Project, the Parties shall negotiate and enter into on a case by case basis a Project Term Sheet, substantially similar to the sample Project Terms Sheet attached hereto as Exhibit A, which shall set forth all pertinent details and information for each Project and, further, the Compensation to be paid to all or any of the Parties, as appropriate, pursuant to Article 2, infra, for its respective performance of Services. Each Project Term Sheet when executed by the Parties shall be deemed and taken and made a part hereof as if the same had been originally set forth herein as of the date of execution thereof.

1.08         Engagement of Smith, Gambrell & Russell LLP.  The Parties acknowledge that GFAN USA has engaged the law firm of Smith, Gambrell & Russell LLP to advise and counsel GFAN USA on client matters inclusive of the establishment and organization of business in the United States, immigration matters, intellectual property matters, and China business and projects development matters; accordingly, whereas the Parties acknowledge that it is there intention to operate and hold themselves out as one global entity or strategic alliance of sister companies and with the interest of their receiving by and among all of them consistent legal advise and counsel as is necessary, advisable and convenient for all and any of them to carry out and effect the business purpose of this Agreement, including their performance of Services, carrying out and effecting Projects, and, otherwise, performing the various obligations and covenants set forth herein and otherwise contemplated hereby , GFAN China and GFAN Korea hereby consent and warrant that they shall, except and insofar as a conflict of interest may arise, endeavor to allow Smith, Gambrell & Russell act and perform legal services as the international lawyers for all and every one of them.  Moreover and notwithstanding the foregoing, the Parties hereby acknowledge and consent that the engagement by GFAN USA of Smith, Gambrell & Russell LLP was \ is undertaken for the purposes of providing representation and legal services to all of them, and, therefore, such engagement shall not in any way constitute or be deemed to constitute, for any reason whatsoever, a conflict of interest which might impair or interfere with, or be deemed to impair or interfere with the ability of  Smith, Gambrell & Russell, to represent all or any of the Parties, singly or collectively, independently, with sound professional judgement, and without any appearance of impropriety, whether actual, implied, or otherwise. The Parties hereby waive any such claim.

Article 2 ? Compensation

2.01         Compensation, Generally.  In consideration for the Parties performing Services pursuant to this Agreement and one or more Project Term Sheets, the Parties shall be compensated as follows in this Article 2 from whatever commission or net value  realized or to be realized, collectively, by all or any one of them for their settling or consummating a deal, transaction or their entering into an arrangement or agreement, in whatever form, or their accepting or adopting the same, as the case may be, which is the result of, either directly or indirectly, their having performed Services in respect of one or more Projects (“Compensation”).

2.02         Amount of Compensation. Where the terms and conditions applicable to a specific Project are set forth in the relevant Project Term Sheet, then the applicable Compensation shall be as set forth therein. In the event the relevant Project Term Sheet may not specify terms and conditions applicable to Compensation for a Project, then Compensation shall be payable by and among the Parties as follows: (i) such Compensation as the Parties may agree to for distribution by and among them, or, alternatively, inclusive of the case where the Parties may not be able to agree on the distribution of any Compensation by and among them, (ii) in the proportion of 1/3 each to each of them, respectively.

2.03         Timing of Payment.  Where Compensation may be due and owing to any Party pursuant to this Agreement (including any Project Term Sheet), or otherwise, except as may be specified to the contrary, such Party first benefiting by and from the receipt by it of proceeds as Compensation shall pay the other Parties such proportion of the Compensation as may be due and owing to either or both of them within fourteen (14) days after such receipt of proceeds.  In the event such Compensation may be earned by the Parties in the form of tranches or progress payments, then Compensation shall be paid pursuant to the previous sentence in one or more payments where such payments shall be equal in amount to ( or as close as practically possible) the amount such payment represents as a pro rata proportion to the total Compensation due and owing. The sum of such tranches or progress payments shall in no event be less than the total Compensation due and owing.

2.04         Instructions for Payment of Compensation. Any Compensation or proportion of Compensation due and owing from one Party to another, pursuant to this Agreement (including any Project Term Sheet) or otherwise,  unless specified to the contrary, shall be paid as follows:  The Party owing Compensation to one or both of the other Parties shall pay such amount of the Compensation due and owing, when the same becomes due and payable, to the Party entitled to receive such Compensation or proportion thereof, in immediately available United States Dollar funds, or such other legal tender currency as the receiving Party may request, via wire transfer to a bank account or other SWIFT (or equivalent) designation in whatever country as the such receiving Party may advise as being in its best interest for business and tax purposes.

2.05         Foreign Exchange. The Parties shall endeavor to mitigate the risk of loss resulting from the exchange of foreign currencies by their implementation of, where appropriate, a hedge or other mechanism for fixing a foreign exchange rate which will apply to an anticipated exchange of foreign currencies by and among any of the Parties and, further, the Parties shall endeavor to do all such acts and things necessary, advisable or convenient to mitigate such risk of loss.

2.06         Taxation. The Parties shall endeavor to mitigate the tax exposure that any one of them may be subject to as result of income or anticipated income event.

2.07         Expenses. Except as the Parties may agree to the contrary and set forth in a Project Term Sheet or otherwise, each Party shall bear its own costs and expenses incurred under this Agreement and no Party shall, except under unusual circumstances, make claims to any other Party for reimbursement of any of its costs and expenses  incurred under this Agreement - the Parties acknowledging that such costs and expenses shall be recouped as part of the Compensation.

Article 3 ? Affirmative Undertakings

3.01         General. The Parties hereby consent and warrant to undertake as follows: each Party shall perform such Services and do such other acts and things which are necessary, advisable and convenient to effect the business purpose set forth in this Agreement, and such project Terms Sheets as may be incorporated herein from time to time, including but not limited to:  to effect the relationship by and among them contemplated hereby, to facilitate their performance of Services; to carry out and effect Projects; and, otherwise, to perform the various obligations and covenants set forth herein and otherwise contemplated hereby. Further, each party shall do such other acts and things as may be necessary or appropriate to facilitate the performance of Services by the other Parties.

3.02         Organization of Business, generally. The Parties shall organize the business and relationship of the strategic alliance contemplated herein in three general business categories or departments, as appropriate, consisting of e-business, consulting services and incubation. The former shall consist of that e-business recently launched by GFAN Korea in the Republic Korea represented via its website, www.gfan.co.kr, and operated and maintained by GFAN Korea. Consulting services shall consist of those Projects and Services contemplated herein and hereby this Agreement and otherwise, complementary to but not including the operation and administration of the e-business. Incubation shall consist of other Services and professional services to be developed by the Parties for the purpose of permitting and facilitating any one of the Parties to act as an incubator or, in other words, a company providing facilities, equipment and other support services intended to facilitate business development, marketing, and, generally, operations for small and start-up companies whether in the United States, Korea, China or otherwise.

3.03           Affirmative Undertakings of GFAN China.  GFAN China hereby agrees and warrants that it shall undertake as follows:

(a)   GFAN China shall form and organize the business enterprise to be known as “GFAN China”, whereby it shall acquire the business, property and assets of BNR Co., Ltd. (otherwise known as “Nara Consulting”) via its establishing a new enterprise or, alternatively, via merger, acquisition or other form of business acquisition or combination inclusive of the means whereby BNR Co., LTD may change its name to ‘GFAN China’ or such other company name bearing the name or mark of ‘GFAN’ or ‘Global Fund Agent Network;

(b)   GFAN China shall, with respect to each project, procure all government approvals, licenses, permits, clearances, authorizations, certificates of authority, operating authorities and other licenses, authorities, certificates and clearances, including all and any such ancillary approvals, licenses, permits, authorizations and certificates, as may be necessary or appropriate to the Parties performing Services and otherwise carrying out and effecting Projects, including but not limited to title to real property, zoning, power, water, waste, environmental, and transportation. Further, GFAN China warrants that it shall further obtain, make and keep in full force and effect all authorization from and registrations with governmental authorities that may be required for the parties performance of Services, their carrying out and effecting Projects, and, otherwise, to perform the various obligations and covenants set forth herein and otherwise contemplated hereby;

(c)   GFAN China shall form and organize, as GFAN USA or GFAN Korea, may instruct such business enterprises or special purpose project companies necessary, advisable or convenient to carry out and effect a Project, featuring special purpose project companies intended for real estate development or project finance.

(d) GFAN China shall undertake to do all such acts and things necessary or appropriate to facilitate the delivery of business and projects originated by GFAN USA and GFAN Korea outside of China to the China market

(e)   GFAN China shall undertake to originate business and Projects for the benefit of all of Parties.

(f)    GFAN China shall cause its Board of Directors or similar overseeing concern for the organization of GFAN China, as may be necessary, advisable or convenient for GFAN China to perform any Services or take other actions or do things in respect of a Project, to resolve or vote for approval of such matter or thing via vote of the Board of Directors, vote of the shareholders, etc.

(g)   GFAN China shall deliver or cause to be delivered to either other Party which may request the same all and any documentation and information, including but not limited to statements, opinions, acknowledgements, certificates, deeds and other evidence and documents, related to or covering the subject matter of any Project or as may be related to the Parties performing Services [the obligation set forth hereunder this Section __ ( __ ) shall extend to include all and any documents and information completed and or under preparation as of the date of execution of this Agreement];

(h) GFAN China shall undertake due diligence to effect and verify, as best as reasonably practical, any statement contained in any license or concession furnished or to be furnished by a concessionaire or the relevant governmental authority in China as may be related to the Parties seeking to perform Services, carry out and effect a Project, or, otherwise, perform the various obligations and covenants set forth herein and otherwise contemplated hereby;

(i)   If necessary and or appropriate under the laws of the People’s Republic of China and other relevant governmental authority, GFAN China shall effect the certification or registration of this Agreement and all and any other contract or agreement which may be necessarily so certified or registered in respect of a Project;

(j)    If necessary and or appropriate under the laws of the People’s Republic of China and other relevant governmental authority GFAN China shall assume and pay for any transfer tax, stamp duty or similar duty imposed by or within the People’s Republic of China or other relevant governmental authority; provided, however, GFAN China may seek reimbursement for such transfer tax or stamp duty by exception to Section 2.07, supra; and

(i)   GFAN China shall consent to the engagement of Smith, Gambrell & Russell consistent with Section 1.08, supra.

3.04         Affirmative Undertakings of GFAN USA

GFAN USA hereby agrees and warrants that its shall undertake as follows:

(a)   GFAN USA shall be responsible for and shall undertake to organize, operate and maintain the said e-business (as set-up, operated and maintained by GFAN Korea in Korea) in the United States of America, including its all of those acts and things which are necessary, advisable and convenient to organizing and starting-up the said e-business, including but not limited to business development, marketing and sales, human resources, leasing and maintaining business residence, administrative support, telecommunications, customer services, accounting and finance, protection of intellectual property, development of US-oriented Web content, and all and any other operating and administrative expenses and things which may be incurred or be expected to be incurred in the ordinary course of business for a similarly situated business;

(b) GFAN USA shall receive and accept such marketing materials and information, web content, intellectual property and other information and materials developed by GFAN Korea for the e-business and to edit and tailor the content and form of the same for the United States market;

(c)   GFAN USA shall, at its discretion, endeavor to raise venture capital or other financing for the U.S. business or accept and receive such seed capital as may be proffered by GFAN Korea pursuant to Section 3.06, infra;

(d)   GFAN USA shall receive and accept from GFAN Korea all business models, marketing materials, documentation, information, technical data, trade secrets, know-how, research, product plans, ideas or concepts, products, services, software, inventions, patent applications, techniques, processes, developments, algorithms, formulas, technology, designs, schematics, drawings engineering, and hardware configuration information developed by GFAN Korea;

(e)   GFAN USA shall receive and accept all and any proprietary information delivered by GFAN Korea relating to GFAN Korea’s operations and business or financial plans or strategies, including but not limited to customers, customer lists, markets, financial statements and projections, product pricing and marketing, financial or other strategic business plans or information;

(f)   GFAN USA shall engage and maintain legal services consistent with Section 108, supra; and

(g) GFAN USA shall be responsible for the performance of any and all Services which may deemed consulting Services in respect of a Project consistent with Section 3.02 and otherwise herein, including but not limited to the following: infrastructure development; real estate development; resorts and hotel development; project and asset based financing; the sponsorship, promotion and development of Projects; foreign direct investment in China by companies from venues other than Korea and China; and other matters with implications arising in the areas of international law, trade and finance.

(h) GFAN USA shall be responsible for setting-up, operating and maintaining incubation Services in the United States as the Parties may agree.

(i)   GFAN USA shall be responsible for soliciting the interest of American companies to participate in Projects and other business ventures supported by either of GFAN Korea or GFAN China, whether in Korea, China or elsewhere, as either of them may reasonably request and GFAN USA  may consent.

3.05           Affirmative Undertakings of GFAN Korea

GFAN Korea hereby agrees and warrants that it shall undertake as follows:

(a)   GFAN Korea shall operate and maintain the e-business of the Global Fund Agent Network in Korea as the same has been start-up and developed in Korea, including continuing operations and management

(b) GFAN Korea shall undertake marketing, sales and other promotion and business development for the e-business of the Global Fund Agent Network in Korea;        

(c)   GFAN Korea shall furnish reasonable seed capital venture financing to GFAN USA, subject to reasonable terms and conditions, as GFAN USA may request;

(d) GFAN Korea shall be responsible for providing necessary translation of documentation and information from the Chinese and Korean languages to English and vice versa as GFAN USA may request;

(e)   GFAN Korea shall license and provide to GFAN USA and GFAN China all intellectual property including business models / business model patents, and process, trademarks, copyrights, logos, marks, masks, and all and any other intellectual property owned and or licensed by it as may be necessary, advisable or convenient for either or both of GFAN USA and GFAN China to operate and maintain the business;

(f)    GFAN Korea shall prepare and deliver to GFAN USA and GFAN China all business models, marketing material, etc. documentation, and other information technical data, trade secrets, know-how, research, product plans, ideas or concepts, products, services, software, inventions, patent applications, techniques, processes, developments, algorithms, formulas, technology, designs, schematics, drawings engineering, and hardware configuration information;

(g)   GFAN Korea shall prepare and deliver to GFAN USA and GFAN China all proprietary information relating to GFAN Korea’s operations and business or financial plans or strategies, including but not limited to customers, customer lists, markets, financial statements and projections, product pricing and marketing, financial or other strategic business plans or information;

(h)   GFAN Korea shall be responsible for the development of web content and web page design, and until such time as GFAN USA agrees to subsume responsibility or part of the responsibility for web hosting, such web hosting as may be reasonable requested by GFAN USA for US-oriented web page content;

(i)   GFAN Korea shall furnish to GFAN USA and GFAN Korea all and any statement, opinions, acknowledgements, certificates, deeds and other evidence and documents as either may request, in its discretion, from time to time, and which it believes is necessary and or  appropriate to effect in respect to the performance of Services, carrying out and effecting a Project, and or as may be otherwise related to the performance by the Parties of the various obligations and covenants set forth herein and otherwise contemplated hereby;

(j)   GFAN Korea shall be responsible for engaging and maintaining legal services in Korea only as the Parties agree to be necessary or advisable;

3.06         Finance.  In addition to other affirmative undertakings with respect to GFAN Korea set forth in this Article 3, GFAN Korea shall procure or allocate such funds and funding, from whatever source, as GFAN USA may reasonably request as angel or seed capital investment, as the same the name is ordinarily and customarily known in the industry, for GFAN USA to cover the reasonable start-up, and operations and administrative costs and expenses of GFAN USA for a reasonable period of time after the commencement of business in the United States, but in no event less than United States one million dollars (US$ 1,000,000.00) or more than United States five million (US$ 5,000,000). In consideration of such financing GFAN USA may give to GFAN Korea any or none of following, as GFAN USA and GFAN Korea may agree: a promissory note, a portion of the capital stock of and in GFAN USA, or such other additional share(s) of the capital stock as the Parties may agree but, unless and until the Parties may agree to the contrary, in no event more than 49 % of the authorized equity of GFAN USA; provided, however, GFAN Korea shall not withhold or threaten to withhold such financing where, in the event, GFAN USA may disagree as to the number of such shares or its price as GFAN Korea may demand. The Parties shall endeavor to resolve any such dispute amicably between them.

Article 4 ? Joint Covenants

4.01         Best Efforts; Further Assurances. Each Party hereby assures and covenants that it shall exercise its best efforts and take all such actions and do all such things, including the execution and delivery of additional documents and instruments, as may be necessary, advisable or convenient for the parties to perform Services, to carry out and effect Projects and to otherwise perform the various obligations and covenants set forth herein and otherwise contemplated hereby. Further, upon the request of either other party at any time and from time to time, a Party requested to shall give its respective assistance to the other requesting Party or Parties, except that no Party shall be required to accept or comply with any Burdensome Condition (the definition of which is set forth in Section 4.02, infra).

4.02         Warnings ; Advise of Burdensome Condition. Each Party shall promptly advise the other Party if any event should occur which would prevent the fulfillment of any of the terms or conditions set forth or otherwise contemplated herein this Agreement (featuring in particular any Burdensome Condition on or upon the obligations of any Party), or if any circumstance should occur or has occurred which would or did constitute a breach of any representation, warranty or covenant of a Party to this Agreement.  The Parties shall use their reasonable best efforts to remedy the circumstance as expeditiously as possible. A Burdensome Condition shall mean and refer to any action taken, or credibly threatened, by any governmental authority or person to investigate or challenge the legality of this Agreement or the relationship contemplated hereby, or which would otherwise deprive any Party of any material benefit hereunder this Agreement.

4.03           Interested Transactions.  Except as may be otherwise set forth herein this Agreement to the contrary, each Party may hereafter engage in or possess any other business, investments or activities of any nature and description, independently, or with others, and neither other Party shall have any rights in and to such other business, investments or activities, or the income or profits derived therefrom, by reason of this Agreement.  Further, the Parties express waive any right they may have that any such business opportunity constitutes a business opportunity under this Agreement, entitling such other Parties to participate in such business opportunity.

4.04           Confidential Information; Non-disclosure. 

(a)   All documents and other information that relates to the business purpose of this Agreement, including any Project Term Sheet, or otherwise in respect of a Project and the Parties performing Services in respect thereto or that, although not related to such purpose, is nevertheless disclosed as a result of the Parties’ discussions in that regard, and that should reasonably have been understood by the Party or Parties receiving such Information (the “Receiving Party”) to be proprietary and or confidential to the Party disclosing such Information (the “Disclosing Party”), shall  be treated as confidential during the period of validity of this Agreement and after termination of this Agreement (“Confidential Information”). Confidential Information shall include information disclosed in written or other tangible form (including information held in computer software of magnetic or electronic data storage media) or by oral, visual or other means,

(b) A Receiving Party may use Confidential Information provided by the Disclosing Party only for the purposes of performing the Services. Such Receiving Party shall protect Confidential Information from use by and disclosure to others using no less than a reasonable degree of care. The Receiving Party may disclose Confidential Information to only persons who have a need to know for the purpose of performing Services. Confidential Information shall not otherwise be disclosed to any third party without the prior written consent of the Disclosing Party. 

4.06           Consent to Perform Necessary and Appropriate Acts; Lobbying.  The Parties hereby consent and warrant by and among them that they shall perform all such acts and do all such things, including the execution and delivery of documents and instruments, as may be necessary, advisable or convenient, for all or any of the other Parties, as may be appropriate under the circumstances, to perform Services, carry out and effect Projects, and, otherwise, to perform the various obligations and covenants set forth herein and otherwise contemplated hereby. In addition to the general warranty to perform necessary and appropriate acts set forth in the previous sentence, GFAN China and GFAN Korea hereby additionally consent and warrant to GFAN USA they shall, as may be appropriate under the circumstances,  undertake all such lobbying activity before the relevant China state province government and other relevant government authorities in China as GFAN USA may advise as necessary or appropriate for all and any of them to carry out and effect the relevant Project including, without limitation:  the performance of Services, specifying proposed provisions for concessions or licenses; procuring other or ancillary concession or licenses, authority, permits, certificates, etc.; negotiating / lobbying for tax, foreign exchange, expropriation, and other concessions;  negotiating / lobbying for government assurances and other guarantees; and negotiating / lobbying for other purposes and other things which GFAN USA may advise from time to time.

Article 5 - Representations and Warranties.

5.01           General Representations and Warranties. Each of the Parties hereby make the following representations and warranties to each other Party as follows:

(b)            Authority; Enforceability.  Such Party is company in good standing under the laws of the jurisdiction of its incorporation. Such Party has all requisite power and authority to enter into this Agreement and bind itself in the manner contemplated hereby. This Agreement has been duly executed and delivered by such Party and will constitute a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with the terms herein. No  approval of any other Person is required to be obtained or made such Party in connection with the execution and delivery by it of this Agreement.

(b) No Conflicts or Breach. The execution and delivery of this Agreement by such Party (i) does not or will not violate or conflict with any statute, regulation, rule, judgement, order, writ, decree, or injunction of any court, arbitrator or Government Authority currently applicable to such Party or any of its respective property or assets; (ii) does not or will not, result in any material breach or default or violation of or conflict any existing mortgage, indenture, instrument, contract, licensing agreement, financing statement, or other agreement binding on such Party (iii) has resulted or will result in the creation of any material lien, charge, or encumbrance upon the property or assets of such Party and  (iii)  does not and will not impose any Burdensome Condition.

(c)   No Injunctions or Litigation. Such Party is not a party (either as a plaintiff or defendant) to any action, suit, or proceeding, and to the best of its knowledge, there is no suit, arbitration, injunction, or legal, administrative or other proceeding or governmental investigation pending, or, threatened against it which could, if adversely determined, have a material adverse affect on the performance by such Party of its  obligations hereunder this Agreement.

(d) Burdensome Condition. There is no action taken, or credibly threatened, by any governmental authority or other person to investigate or challenge the legality of this Agreement, the performance of Services by the Parties, their carrying out and effecting any Project,  their performing the various obligations and covenants set forth herein and otherwise contemplated hereby or, otherwise, that would otherwise deprive any Party of any material benefit under this Agreement.

5.02         Representations and Warranties of GFAN China.

(a) GFAN China represents and warrants that that it has or will shortly after the execution of this Agreement form and organize, consistent with the premises of this Agreement, GFAN China. Further, GFAN China represents and warrants that it shall cause the transfer of all business and assets  from BNR Co., Ltd. to GFAN China consistent with Section 3.03 (a) and otherwise.

(b) GFAN China represents that to the best of its knowledge it is not aware of any restriction, imposition or burden of any form for whatsoever under the laws of the People’s Republic of China to either of GFAN Korea or GFAN USA performing Services, seeking to carry out and effect Projects, and otherwise perform the various obligations and covenants set forth herein and otherwise contemplated hereby.

5.03         Representations and Warranties of GFAN Korea.

GFAN Korea represents and warrants to each of GFAN USA and GFAN China as follows:

(a)   GFAN Korea has sufficient has raised \ has sufficient operating capital available to operate and maintain the e-business business in Korea;

(b) GFAN Korea owns and has good title to all its intellectual property as contemplated hereby this Agreement for assignment \ licensing to GFAN USA and GFAN USA operating and maintaining the said e-business in the United States.

5.04         Reliance.  All of the Parties acknowledges that such Party has made the representations and warranties and undertakings contained in this Article 5, featuring in particular those representations and warranties set forth in Section 5.02 and 5.03, respectively, with the intention of persuading the other Parties to enter into this Agreement and that GFAN USA has entered into this Agreement on that basis of and in full reliance on each of such representations and warranties.

5.05         Repetition. The representations and warranties set forth in this Article 5 are made as of the Effective Date of this Agreement and shall be deemed repeated and made again as of the date of execution for each Project Term Sheet which may be executed by the Parties from time to time pursuant to this Agreement.

Article 6 - Term and Termination

6.01           Term and Survival. This Agreement shall commence on the day and date first written above and shall continue in full force and effect automatically for a period of five (5) years (the ‘initial five year term’) unless and until terminated pursuant to Section 6.02 or 6.03, infra. Thereafter the initial five year term, this Agreement shall remain in full force and effect if and only for so long as a Project Term Sheet (incorporated herein) shall remain valid and in effect. Notwithstanding the previous sentence, this Agreement shall be renewed automatically when and whereby the Parties shall make and enter into (and incorporate herein) a new or renewed Project Term Sheet and then only for so long as the term of such Project Term Sheet.  Further, in the event this Agreement may be terminated pursuant to Section  6.02 or 6.03, infra, and where at the time of such termination, any Project Term Sheet may be valid and in effect, then such Project Term Sheet shall be deemed to survive the termination of this Agreement, and, further, such rights and obligations set forth in the Agreement (excluding the Project Term Sheet) shall also be deemed to survive only to the limited extent that such rights and obligations must necessarily survive in order to make the effective Project Term Sheet meaningful and, otherwise, to permit (consistent with the Parties original intentions contemplated thereby the Agreement) for the Parties to complete the performance of Services related to the effective Project. Thereafter completion of that Project (pursuant to such a Project Term Sheet surviving the termination of the Agreement), the Project Term Sheet shall then terminate, inclusive of any portion of the Agreement which may have been deemed to survive pursuant to the previous sentence.

6.02           Termination by mutual consent. This Agreement may be terminated by any Party providing written notice of its desire to terminate this Agreement to both other Parties, in which event this Agreement shall be terminated on the day 90 days thereafter the date of such notice. ‘Days’ for the purpose of the previous sentence shall mean calendar days without exception for weekends or public holidays.

6.03           Termination by other causes.

This Agreement may be terminated by any one of the Parties as follows:

(a) where any Party to this Agreement may be in breach of this Agreement, whereby such Party may fail to perform or observe any material covenant, condition, agreement or undertaking hereunder on its part to be observed or performed

(b) where any one of the Parties may acquire, whether via merger, consolidation, share exchange or other form of business combination, the business and assets of both other Parties, whereby this Agreement shall terminate automatically upon the consummation of such acquisition;

(c) where any one of the Parties is adjudicated bankrupt, executes an assignment for the benefit of creditors, or a receiver is appointed for a Party or a Party is voluntarily or involuntarily dissolved;

(d) where any party may engage in conduct which is prejudicial to (but not necessarily in breach thereof) to the Parties’ performance of Services, their carrying out and effecting a project, or, otherwise, their performance of the obligations and covenants set forth herein and otherwise contemplated hereby;

(e) where any Party may be subject to any cause or circumstance which shall qualify as force majeure pursuant to Article 9, infra;

(f) where the Parties are unable to resolve a Dispute or Disputed Matter pursuant to Article 8, infra;

6.04         Notice. Upon the happening of any of the circumstances set forth in Article 6, any Party or Parties in which a right to terminate has been created may elect to terminate this Agreement, by giving both other Parties thirty (30) days written notice of its intention to terminate specifying inter alia the nature of the default or breach of obligation complained of, as may be applicable, and the purported cause for termination and unless such default, breach or purported cause is remedied to the satisfaction of the Party giving notice within thirty (30) days following the receipt of the said notice, this Agreement shall terminate at the latter of ninety (90) days and or the date so specified in the notice; provided, however, the said notice shall provide at least thirty (30) days to the defaulting or breaching party for it to remedy the such default, breach or purported cause. ‘Days’ for the purpose of the previous sentence shall mean calendar days without exception for weekends or public holidays.

6.05         Consequences of Termination; Survival.  Notwithstanding, the termination of this Agreement for any reason whatsoever, any right to Compensation as may have been accrued or realized by a Party to this Agreement, pursuant to a Project Term Sheet or, otherwise, pursuant to this Agreement, whom is not otherwise in breach of or default under this Agreement, in respect of its performance and completion of Services in respect to a Project, such right to Compensation shall survive until such Party or Parties is paid the Compensation due and owing to it \ them.

Article 7  - Management; Management Committee

7.01           General. Management and control of the strategic alliance contemplated by this Agreement shall be charged within a Management Committee consisting of one representative officer from each of the Parties, and the  Management Committee shall have all of the rights and power which are necessary, advisable or convenient for the conduct and management (and surveying of the Executive officers of each of the Parties) of the said strategic alliance. Further, the Parties shall take all such action and do all such things, including the execution and delivery of documents and instruments, as may be necessary, advisable and convenient to carry out and effect the management policy(s) set forth in the previous sentence.

7.02           Initial Members. The Parties hereby appoint the following individuals to serve as the initial members of the Management Committee:

                 (a)           Appointed by GFAN USA    Ms. YK Lee                               

                 (b)           Appointed by GFAN Korea    Mr. Kook Kim                           

                 (c)           Appointed by GFAN China   Mr. Seok Kim                            

Members of the Management Committee shall serve for the shorter of the term of this Agreement or for so long as the Party which appointed him or her shall resolve. The Parties shall be entitled to replace their respective member of the Management Committee at any time, in its sole discretion.

7.03           Meetings.  The Parties shall cause the Management Committee as frequently as all the Parties may resolve but no less than once per annum. Meetings of the Management Committee may be by members participating in person, or participating by means of telephone or similar communications equipment and facilities to the extent that all of the members participating in such meeting can hear each other.

7.04           Number of Members; Management Policies.  The Parties may agree at any time and from time to time to increase or change the number of members of the Management Committee or, otherwise, to resolve for the adoption or preparation of policies and procedures for the Parties governing the conduct and management (and surveying of the Executive officers of each of the Parties) of the said strategic alliance

Article 8 - Dispute Resolution Mechanism

8.01         Resolution by Parties. Any matters not set forth in this Agreement or any dispute, differences, or claim arising out of or in relation to this Agreement or the breach, termination or invalidity thereof (a “Dispute” or “Disputed Matter”), shall so far as possible, be settled by negotiations held in good faith by and between them with a view toward reaching an amicable settlement of the Disputed Matter.

8.02         Resolution by Special Meeting. If the Parties shall fail for any reason to reach an amicable settlement as to any matter in Dispute pursuant to Section  8.01, supra, the Disputed matter shall be referred to a special meeting of the Management Committee.

8.03         Resolution by Mediation. If the Parties shall fail to resolve any Disputed Matter pursuant to a special meeting of the Management Committee, and if the continued failure to settle such Dispute is likely to have a material, adverse impact on any  Party and or its performing Services and carrying out and effecting a Project, then at the request of any one of the Parties, the Dispute shall be submitted for resolution under the Commercial Mediation Rules of the American Arbitration Association at a forum which shall be convenient to them. The mediator shall not have authority to impose a settlement upon the parties, but will attempt to help them reach a satisfactory resolution of the Dispute. The mediator shall and the mediation wherever, in his judgement, further efforts at mediation would not contribute to a resolution of the submitted disagreement.

8.04         Resolution by Arbitration. If mediation pursuant to Section 8.03, supra, shall fail to produce a resolution of any Dispute within sixty (60) days of the commencement thereof, then the Parties shall submit such Dispute to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining (the “Rules”), and insofar as such Rules are not inconsistent with the provisions expressly set forth in the Agreement and unless the Parties may mutually agree otherwise, such arbitration shall be carried out pursuant to the following procedures:

(a)   Notice. Notice of the demand for arbitration shall be filed in writing with the other Party to this Agreement and with the American Arbitration Association. Each Party shall appoint one arbitrator within ten (10) Days. If any Party fails to so appoint an arbitrator with ten (10) day, such Arbitrators shall be appointed by the American Arbitration Association in accordance with the Rules. A determination by a majority of the arbitrators shall be final and binding.

(b) Discovery. Reasonable discovery shall be allowed in arbitration.

(c)   Venue and Governing Law. All proceedings before the arbitrators shall be held in a venue convenient to both of the Parties where an Arbitration Court of the American Arbitration Association sits. The governing law shall be as specified in Section 10.07, infra, and the arbitration shall be conducted in the English or Korean language.

(d) Costs and Attorneys Fees. The costs and fees of the arbitration, including reasonable attorneys fees, shall be allocated by the arbitrators.

(e)   Enforceability. The decision of the arbitration board shall be final and binding and may be used as a basis judgment thereon in the Republic of Korea, the People’s Republic of China, and or the United States of America, as appropriate

(f)   Continuation of Obligations. Pending the submission to arbitration of the Dispute, thereafter and until the Arbitration Court publishes its award, the parties shall continue to perform all the obligations under this Agreement without prejudice to a final adjustment of the said award.

8.05         Mandatory Application. No Party shall be entitled to commence or maintain any action in a court of laws upon any matter in Dispute until such matter shall have been submitted and determined as hereinabove provided and then only for the enforcement of the amount found due on such arbitration.

8.06         Election to Termination. Notwithstanding the this dispute resolution mechanism set forth in herein this Article 8, in the event the Parties shall fail to resolve any Disputed Matter pursuant to Section 8.01 through 8.04, supra, and if the continued failure to settle such Dispute is likely to have a material, adverse impact on any of the Parties or their performing Services or otherwise carrying out and effecting a Project, then an aggrieved Party or Parties may elect to terminate this Agreement pursuant to Section 6.03(f).

Article 9 - Force Majeure

9.01           Force Majeure. Where any Party is unable wholly or in part to perform any of its obligations under this Agreement due to strikes, acts of God, riots, fire, war, government order, Government laws and regulations, industrial disputes, lock-outs, mobilization, requisition, embargo, insurrection, war, shortage of transport, general shortage of material and restriction in the use of power or any other cause which is beyond the reasonable control of such Party (a “Force Majeure Event”), then that Party shall give the other Parties prompt notice of the Force Majeure Event with reasonably full particulars thereof, and in so far as known, the probably extent to which it will be unable to perform or be delayed in performing relevant Services; and use all possible diligence to remove that Force Majeure Event as quickly as possible.

9.02           Consequence of Force Majeure. In the event of a Force Majeure Event, no Party shall be responsible for any failure or delay on its part in performing any of its obligation under this Agreement or for any loss, damage, costs, charges or expenses incurred or suffered such Party by reason of such failure or delay if such failure or delay is caused due to a Force Majeure Event.

9.03           Election to Terminate. The effects and circumstances of the Force Majeure Event, insofar as they affect the timely performance of the obligations of the Parties, if the performance of Services and their carrying out and effect a Project within a reasonable period of time becomes impossible or unreasonably expensive, as agreed by and among them, then any Party shall be entitled to terminate this Agreement pursuant to Section 6.03(e), supra.

Article 10 - Miscellaneous Provisions

10.01       Entire Agreement. This Agreement shall be deemed to contain the entire agreement and understanding by and between the Parties with respect to the subject matter herein contained and supersedes any prior or contemporaneous written or oral agreements, and representations or warranties by and between them in respect of the subject matter hereof.

10.02       Counterparts. This Agreement may be executed in the form of one or more counterparts each of which, when taken together, shall constitute one and the same Agreement.

10.03       Severability. If any provision or part of any provision of this Agreement, or the application thereof, is held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision or part thereof, or application thereof to this Agreement, and all other provisions and parts thereof shall continue in full force and effect; provided, however, in such case the Parties shall use their best efforts to achieve the purpose of the invalid, illegal or unenforceable provision or part thereof.

10.04         Rights Cumulative; Now Waiver. Any remedy or right conferred upon any party for breach of this Agreement shall be in addition to and without prejudice to any and all other remedies and rights available to it.

10.05       No Waiver. No failure or delay by any Party in exercising any claim, remedy, right, power or privilege hereunder shall operate or be construed to operate as a waiver thereof nor shall any single or partial exercise of any such claim, remedy, right, power, or privilege preclude the other or further exercise thereof of any other claim, right, power, or privilege.

10.06         Notices.  All communications required or otherwise provided under this Agreement shall be in writing in the English or Korean languages and shall be deemed given when delivered by hand, by courier, express mail, facsimile, email or registered or certified United States mail, as follows:

(a) For communications to GFAN Korea, to the attention of Mr. Kook Kim at the correspondence address of GFAN Co., Ltd. as first set forth hereinabove, via facsimile to +82 __ ____-____, or via email at _______________;

(b) For communications to GFAN USA, to the attention of Ms. YK Lee, at the correspondence address for GFAN Inc. first set forth hereinabove, via facsimile to +1 (617) 876-6132, or via email to <leeyk@mediaone.net> ;

 

(c) For communications to GFAN China, to the attention of Mr. Seok Kim at the correspondence address for BNR Co. Ltd. as first set forth hereinabove, via facsimile to +86 __ ____ - ____, or via email at _______________; and

with a copy to Michael J. Rubin, Esq., SMITH, GAMBRELL & RUSSELL LLP, Promenade II, Suite 3100, 1230 Peachtree Street, NE, Atlanta, Georgia (GA) 30309-3952, United States, via facsimile to +1 (404) 685-6808, or via email to <mjrubin@sgrlaw.com>

10.07         Governing Law. This Agreement shall be governed by, interpreted and construed in accordance with the laws of the jurisdiction where either (i) all of the Parties may mutually agree, or in the event all of the Parties are unable to agree, (ii) in either of the State of New York (United States) or the Republic of Korea (South Korea), where the Party who first brings suit or claim under this Agreement files first.  Where a judgement is entered on a claim or suit under this agreement in one jurisdiction, such judgement shall be deemed reciprocal and given full force and effect in every other venue where jurisdiction may be proper; provided, however, in no event shall the Party benefiting from such judgement be entitled to collect cumulative awards on that judgement(s) exceeding the value of the original judgement. For the purposes of either of the Parties seeking redress or remedy within a foreign jurisdiction, the other Party hereby waives any claim it may have to the effect that this Agreement is not or may not be within the jurisdiction or subject matter jurisdiction of the relevant jurisdiction, whether the Republic of Korea (South Korea)  or the United States of America, or that either Party may not have legal standing or capacity \ standing to sue or otherwise initiate or maintain a legal action or legal proceeding on this Agreement in equity or otherwise. Any and all such claims are hereby waived.

10.08       Liability; Indemnification. No Party or Parties, nor any of their respective affiliates and associated companies, shall have any responsibility, liability, or obligation under this Agreement and any Project Term Sheet, with respect to any claim or legal action(s) brought against either other Party or both other Parties by a third party as a result of such Party or Parties having performed Services, nor shall such Party or Parties, including any of their  respective affiliates and associated companies, be obligated to indemnify, defend and hold harmless either other Party or Parties from any liabilities, losses, expenses or damages suffered by a third party resulting from or caused by such Party or Parties having performed Services.

10.09       Headings; Interpretation. The headings of the several Articles and Sections of this Agreement are inserted solely for the convenience of reference purposes only and shall in no way be deemed to modify, limit or define the scope or substance of the provisions introduced, nor shall such headings be used to interpret or construe the intent or effect of such provisions. Further, the title or headings of any Project Term Sheet are inserted for convenience of reference purposes only and shall in no way be deemed to modify, limit or define the scope or substance of the Project discussed therein. The words “herein”, “hereof”, “hereinafter”, “hereinabove”, and words of similar import shall refer, unless the context requires otherwise, to this Agreement as a whole and not to any particular provision of this Agreement. The words “include”, “includes” and “including” shall be deemed to be followed by the words “without limitation”.  Wherever possible, words written in the singular number shall also be deemed to mean the plural number and vice versa.

10.10       Amendments; Conflicts. The Parties may from time to time agree to amend this Agreement.  Any such amendment must be agreed to by all of them and executed by their respective signatures and designation of the date at the end thereof.  In the event of a conflict between any provision of this Agreement (excluding any provision of a Project Term Sheet) and any provision of a Project Term Sheet, the provisions of the Project Term Sheet shall prevail.

10.11       Execution by facsimile.  The Parties hereby acknowledge that this Agreement is to be executed and delivered by the signature and transmission via facsimile.  Accordingly, this Agreement shall be deemed properly signed, sealed and delivered as a valid and enforceable, and a legally binding obligation and contract, by and among all of them, unless and until any Party shall within the 24 hour period thereafter the date of such execution and delivery of this Agreement, shall notify the other Parties that it contests the purported signature of either or both of the other Parties as marked on such facsimile, where in which case the Parties shall endeavor to execute and deliver this Agreement in such other manner as they may agree.

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and date first set forth hereinabove.

FOR AND ON BEHALF OF   FOR AND ON BEHALF OF                      FOR AND ON BEHALF OF

GFAN Inc.                                                Global Fund Agent Network Co., LTD    BNR Co, Ltd.

                                                                      GFAN Co., LTD

____________________                        ___________________                                            ___________________

Name      : Ms. YK Lee                              Name      : Mr. Kook Kim                                            Name      : Mr. Seok Kim

Title        : President & C.E.O.                  Title        : C.E.O                                                           Title        :

Date        :                                                  Date        :                                                                    Date        :

Witness:                                                     Witness:                                                                        Witness:

____________________                        ___________________                                            ___________________

Name:                                                          Name:                                                                            Name:

EXHIBIT A

SAMPLE PROJECT TERM SHEET

This PROJECT TERM SHEET is made and entered into this ____________, the __th day of ______, 2000 by and among Global Fund Agent Network Co., LTD (a/k/a GFAN Co., Ltd.)(“GFAN Korea”), BNR Co., LTD (a/k/a “Nara Consulting”)(“GFAN China”) and GFAN Inc. (“GFAN USA”), pursuant to that STRATEGIC ALLIANCE AGREEMENT AND INTER-COMPANY REVENUE SHARING AGREEMENT, executed and delivered by and them as of _________, the ____ day of ___________, 2000 (the or that “Agreement”). Whereas, the Parties thereto that Agreement have agreed with respect to each and every Project intended by them to be incorporated into that Agreement, the Parties shall negotiate and enter into, on a case by case basis, a Project Term Sheet; NOW THEREFORE, the Parties hereto, intending to be legally bound, hereby agree as follows as a Project Term Sheet:

Capitalized words which are not otherwise given an alternative meaning by the context presented, shall be deemed to have the same meaning as set forth in the Agreement.

The word “Project” shall mean and refer to the Project described in paragraph 2, infra, unless otherwise given an alternative meaning by the context presented.

1.             Name of Project.

2.             Description of Project.

3.           Additional  Services. The Parties shall at all times carry out and perform those services set forth in the  Agreement and or are contemplated thereby (irrespective of this Project Term Sheet), and then additionally, with respect to this Project only, the Parties shall perform, respectively, the following additional services:

a.               Additional  Services to be performed by GFAN Korea

b.              Additional  Services to be performed by GFAN USA

c.               Additional  Services to be performed by GFAN China

4.             Compensation.

5.             Other terms and conditions

6.           Survival. In the event the Agreement may be terminated for any reason, this Project Term Sheet shall survive, including applicable terms and conditions of the Agreement as may be necessary or appropriate to effect this Project Term Sheet for and only for so long as either (i) termination of this Project Term Sheet or (ii) completion of the Project discussed herein this Project Term Sheet.

IN WITNESS WHEREOF, the Parties have executed this Project Term Sheet and incorporated the same therein the said Agreement as of the day and date first set forth hereinabove.

FOR AND ON BEHALF OF   FOR AND ON BEHALF OF                      FOR AND ON BEHALF OF

GFAN Inc.                                                Global Fund Agent Network Co., LTD    BNR Co, Ltd.

                                                                      GFAN Co., LTD

    [SIGN HERE]                                         [SIGN HERE]                                                           [SIGN HERE]

____________________                        ___________________                                            ___________________

Name      :                                                  Name      :                                                                    Name      :

Title        :                                                  Title        :                                                                    Title        :

Date        :                                                  Date        :                                                                    Date        :

PROJECT TERM SHEET

This PROJECT TERM SHEET is made and entered into this ____________, the __th day of ______, 2000 by and among Global Fund Agent Network Co., LTD (a/k/a GFAN Co., Ltd.)(“GFAN Korea”), BNR Co., LTD (a/k/a “Nara Consulting”)(“GFAN China”) and GFAN Inc. (“GFAN USA”), pursuant to that STRATEGIC ALLIANCE AGREEMENT AND INTER-COMPANY REVENUE SHARING AGREEMENT, executed and delivered by and them as of Tuesday, the 24^th day of October, 2000 (the or that “Agreement”). Whereas, the Parties thereto that Agreement have agreed with respect to each and every Project intended by them to be incorporated into that Agreement, the Parties shall negotiate and enter into, on a case by case basis, a Project Term Sheet; NOW THEREFORE, the Parties hereto, intending to be legally bound, hereby agree as follows as a Project Term Sheet:

Capitalized words which are not otherwise given an alternative meaning by the context presented, shall be deemed to have the same meaning as set forth in the Agreement.

The word “Project” shall mean and refer to the Project described in paragraph 2, infra, unless otherwise given an alternative meaning by the context presented.

1.             Name of Project.

                 Outdoor media advertising and display in the China State province of Xisan.

2.             Description of Project.

The business purpose and scope of this Project shall be for GFAN USA to introduce and negotiate with The Coca  Cola Company (or, as appropriate, Coca-Cola (China) Beverages, Ltd. or other subsidiary or affiliated Company as Coca Cola may advise), to participate by sponsorship, foreign direct investment or other means, in the development, promotion and sponsorship, by GFAN China of a concession \ license for outdoor media advertising and display along the desert highway in the China state province of Xisan and otherwise in state province. This international business development and project opportunity contemplates Coca-Cola by advertising expenditure and other foreign direct investment paying for or contributing to the design and implementation of a painted Coca-Cola bottle or other logo or picture-graph of the Coca Cola Company on the highway (spanning some 1.2km in length by 100 meters in width) (the “Project”); should the Coca Cola Company decline participation in the Project, the Parties shall agree to such other appropriate investor / sponsor.

3.           Additional  Services. The Parties shall at all times carry out and perform those services set forth in the  Agreement and or are contemplated thereby (irrespective of this Project Term Sheet), and then additionally, with respect to this Project only, the Parties shall perform, respectively, the following additional services:

a.               Additional Services to be performed by GFAN Korea

b.           Additional Services to be performed by GFAN USA.  GFAN USA shall endeavor to introduce the Project to The Coca-Cola Company and shall thereafter seek to do all such acts and things, including the execution and delivery of necessary documents and instruments, to facilitate the making and entering into by and between GFAN China (or such other project company sponsored and promoted by GFAN China (and GFAN Korea, as appropriate) for the special purpose company for this Project) and the Coca Cola Company an agreement or arrangement with Coca Cola to sponsor or otherwise invest in and or pay for \ contribute to the said Project.

c.           Additional Services to be performed by GFAN China. GFAN China shall undertake to perform such additional lobbying services in the face of the China state province government of Xisan and before other relevant government authorities for such licenses, concessions and other authority, licenses, and permits as GFAN USA may suggest. Further, GFAN China shall also organize, and structure and arrange at the behest of GFAN USA, such other legal enterprises as GFAN USA and or GFAN Korea may advise.

4.           Compensation.  Compensation shall be awarded by an among the Parties in the proportion of one-third each to each of GFAN Korea, GFAN USA and GFAN China, respectively.

5.             Other terms and conditions

This Project Term Sheet shall be read in tandem with the Project Term Sheet named B.O.T. highway project in Xisan.

6.           Survival. In the event the Agreement may be terminated for any reason, this Project Term Sheet shall survive, including applicable terms and conditions of the Agreement as may be necessary or appropriate to effect this Project Term Sheet for and only for so long as either (i) termination of this Project Term Sheet or (ii) completion of the Project discussed herein this Project Term Sheet.

IN WITNESS WHEREOF, the Parties have executed this Project Term Sheet and incorporated the same therein the said Agreement as of the day and date first set forth hereinabove.

FOR AND ON BEHALF OF   FOR AND ON BEHALF OF                      FOR AND ON BEHALF OF

GFAN Inc.                                                Global Fund Agent Network Co., LTD    BNR Co, Ltd.

                                                                      GFAN Co., LTD

    [SIGN HERE]                                         [SIGN HERE]                                                           [SIGN HERE]

____________________                        ___________________                                            ___________________

Name      :                                                  Name      :                                                                    Name      :

Title        :                                                  Title        :                                                                    Title        :

Date        :                                                  Date        :                                                                    Date        :

PROJECT TERM SHEET

This PROJECT TERM SHEET is made and entered into this ____________, the __th day of ______, 2000 by and among Global Fund Agent Network Co., LTD (a/k/a GFAN Co., Ltd.)(“GFAN Korea”), BNR Co., LTD (a/k/a “Nara Consulting”)(“GFAN China”) and GFAN Inc. (“GFAN USA”), pursuant to that STRATEGIC ALLIANCE AGREEMENT AND INTER-COMPANY REVENUE SHARING AGREEMENT, executed and delivered by and them as of Tuesday, the 24^th day of October, 2000 (the or that “Agreement”). Whereas, the Parties thereto that Agreement have agreed with respect to each and every Project intended by them to be incorporated into that Agreement, the Parties shall negotiate and enter into, on a case by case basis, a Project Term Sheet; NOW THEREFORE, the Parties hereto, intending to be legally bound, hereby agree as follows as a Project Term Sheet:

Capitalized words which are not otherwise given an alternative meaning by the context presented, shall be deemed to have the same meaning as set forth in the Agreement.

The word “Project” shall mean and refer to the Project described in paragraph 2, infra, unless otherwise given an alternative meaning by the context presented.

1.             Name of Project.

Toll Road highway project in Xisan.

2.             Description of Project.

The business purpose and scope of this Project shall be for GFAN USA to develop or find a developer or co-developer capable of organizing, sponsoring, promoting, developing and financing, as appropriate, on a Build Own Transfer or other basis as shall be set forth in the underlying concession or license, a toll road highway spanning the dessert in the China state province of Xisan from the city centers of Urumuchi to ________. The Parties acknowledge that they understand by and between them the conceptual description of the Project, however, that the aforesaid description is not complete nor may not be an accurate description of the Project. Notwithstanding, the Parties hereby agree that the aforesaid description, and as understood between them, shall necessarily be subject to the underlying concession or license for the Project, and, therefore, when appropriate, the Parties shall amend this Project Term Sheet to reflect the final language describing this Project as then set forth in the underlying license or concession issued by the relevant government authority (the “Project”).

3.           Additional  Services. The Parties shall at all times carry out and perform those services set forth in the  Agreement and or are contemplated thereby (irrespective of this Project Term Sheet), and then additionally, with respect to this Project only, the Parties shall perform, respectively, the following additional services:

a.               Additional Services to be performed by GFAN Korea.

b.          Additional Services to be performed by GFAN USA.  GFAN USA shall organize, promote, sponsor, develop and finance the Project including as it may decide, with the advice and consent of GFAN Korea and GFAN China, to introduce prospective joint venture partners to assist, support and otherwise facilitate the development of the Project. Further, the specific services to be performed by GFAN USA shall include its overseeing the establishment and formation of a special purpose project company for the Project as well as the organization of all other arrangement and agreements which will constitute the security package for the Project;

c..          Additional Services to be performed by GFAN China.  GFAN China shall undertake to perform such additional lobbying services in the face of the China state province government of Xisan and before other relevant government authorities for such licenses, concessions and other authority, licenses, and permits as GFAN USA may suggest. Further, GFAN China shall also organize, and structure and arrange at the behest of GFAN USA, such other legal enterprises as GFAN USA and or GFAN Korea may advise for the Parties carrying out and effecting the Project as a project finance transaction.

4.             Compensation.

Whereas the Parties acknowledge that a non-recourse project finance structure will be necessary and appropriate to develop and finance the Project and that any prospective monies to be earned by all or any of GFAN,GFAN USA, and GFAN CHINA will be pursuant to a complex arrangements between multiple necessary parties and subject to approval by the relevant government authority(s) and project lenders, the Parties hereby agrees that the Compensation to be awarded to any of the Parties for performance of Services in respect of this Project shall be agreed and set forth, as a first priority, in a Joint Venture Agreement or other agreement, contract or constitutive documents intended to establish a special purpose project company for the purpose of carrying out and effecting the Project. Such costs, expenses and Compensation to be paid to the Parties in respect thereof shall be deemed development costs of the special purpose project company, and GFAN USA shall be paid thereby and therefrom such special purpose project company after that special purpose project company shall have paid such costs and expenses incident to its formation.

5.             Other terms and conditions.

Whereas the Parties acknowledge that a non-recourse project finance structure will be necessary and appropriate to carry out and effect this Project, the Parties hereby consent and warrant that they shall, as GFAN USA may instruct, do all of the following:  form special purpose project company for the purposes of holding the license or concession in respect of the said project, whether via joint venture or otherwise; assign and transfer the said license or concession to such special purpose project company; assign and transfer or allow to be assigned and transfer equity shares in a special purpose project company for the purposes of securing necessary third party participation in the Project and otherwise ‘securitizing’ the Project; and do all such other acts and things, including the execution and delivery of documents and instruments, as GFAN USA and lawyers may instruct from time to time as necessary, advisable, or convenient to the Parties performing Services and otherwise carrying out and effecting the Project.

This Project Term Sheet shall be read in tandem with the Project Term Sheet named outdoor media advertising and display in the China State province of Xisan.

6.           Survival. In the event the Agreement may be terminated for any reason, this Project Term Sheet shall survive, including applicable terms and conditions of the Agreement as may be necessary or appropriate to effect this Project Term Sheet for and only for so long as either (i) termination of this Project Term Sheet or (ii) completion of the Project discussed herein this Project Term Sheet.

IN WITNESS WHEREOF, the Parties have executed this Project Term Sheet and incorporated the same therein the said Agreement as of the day and date first set forth hereinabove.

FOR AND ON BEHALF OF   FOR AND ON BEHALF OF                      FOR AND ON BEHALF OF

GFAN Inc.                                                Global Fund Agent Network Co., LTD    BNR Co, Ltd.

                                                                      GFAN Co., LTD

    [SIGN HERE]                                         [SIGN HERE]                                                           [SIGN HERE]

____________________                        ___________________                                            ___________________

Name      :                                                  Name      :                                                                    Name      :

Title        :                                                  Title        :                                                                    Title        :

Date        :                                                  Date        :                                                                    Date        :

PROJECT TERM SHEET

This PROJECT TERM SHEET is made and entered into this ____________, the __th day of ______, 2000 by and among Global Fund Agent Network Co., LTD (a/k/a GFAN Co., Ltd.)(“GFAN Korea”), BNR Co., LTD (a/k/a “Nara Consulting”)(“GFAN China”) and GFAN Inc. (“GFAN USA”), pursuant to that STRATEGIC ALLIANCE AGREEMENT AND INTER-COMPANY REVENUE SHARING AGREEMENT, executed and delivered by and them as of Tuesday, the 24^th day of October, 2000 (the or that “Agreement”). Whereas, the Parties thereto that Agreement have agreed with respect to each and every Project intended by them to be incorporated into that Agreement, the Parties shall negotiate and enter into, on a case by case basis, a Project Term Sheet; NOW THEREFORE, the Parties hereto, intending to be legally bound, hereby agree as follows as a Project Term Sheet:

Capitalized words which are not otherwise given an alternative meaning by the context presented, shall be deemed to have the same meaning as set forth in the Agreement.

The word “Project” shall mean and refer to the Project described in paragraph 2, infra, unless otherwise given an alternative meaning by the context presented.

1.             Name of Project.

Real property and lease concession for the parcel of land adjacent to the Beijing Museum

2.             Description of Project.

The business purpose and scope of this Project shall be for the Parties to develop and financing real property adjacent to the Beijing Museum. The concession for the development of such real property has been granted or will be granted to GFAN China or an affiliated company on a thirty (30) year lease, and, further such concession does \ shall include such rights and privileges by GFAN China or affiliated company, to build, own and operate all or any of, as may be subject to the discretion of the relevant government authority, one or more restaurants or food retail outlets (such as a fast food chain or food outlet); one or more retail shops or souvenir concession stands or the like; or other franchise or commercial enterprise; or similarly (the “Project”).

3.           Additional  Services. The Parties shall at all times carry out and perform those services set forth in the  Agreement and or are contemplated thereby (irrespective of this Project Term Sheet), and then additionally, with respect to this Project only, the Parties shall perform, respectively, the following additional services:

a.               Additional Services to be performed by GFAN Korea.

b.           Additional Services to be performed by GFAN USA.  GFAN USA shall research, find, introduce and negotiate with potential suitors, sponsors, franchisers, vendors, suppliers, and other commercial enterprises and the like interested either sponsoring or setting up, as the case may be, franchise, retail distribution or other commercial enterprise, and the like to reside and operate on the real property subject to the concession.  Such Services shall also include real estate development of the property.

c.           Additional Services to be performed by GFAN China. 

4.          Compensation. Compensation shall be awarded by an among the Parties in the proportion of one-third each to each of GFAN Korea, GFAN USA and GFAN China, respectively; provided, however, where the Parties may decide to perform all or a portion of the Services via a real estate development transaction, then such portion of the Compensation shall be paid as set forth in a Joint Venture Agreement or other agreement, contract or constitutive documents intended to establish a special purpose project company for the purpose of carrying out and effecting the Project. Such costs, expenses and Compensation to be paid to the Parties in respect thereof shall be deemed development costs of the special purpose project company, and GFAN USA shall be paid thereby and therefrom such special purpose project company after that special purpose project company shall have paid such costs and expenses incident to its formation.

5.             Other Terms and Conditions.

GFAN USA shall endeavor in performing the aforesaid services, to find such suitors, sponsors, franchisers, vendors, suppliers, and other commercial enterprises and the like which are appropriate to the circumstances and conditions surrounding and relevant to the Concession and as are otherwise agreeable to GFAN Korea and GFAN China and the relevant government authority.

6.           Survival. In the event the Agreement may be terminated for any reason, this Project Term Sheet shall survive, including applicable terms and conditions of the Agreement as may be necessary or appropriate to effect this Project Term Sheet for and only for so long as either (i) termination of this Project Term Sheet or (ii) completion of the Project discussed herein this Project Term Sheet.

IN WITNESS WHEREOF, the Parties have executed this Project Term Sheet and incorporated the same therein the said Agreement as of the day and date first set forth hereinabove.

FOR AND ON BEHALF OF   FOR AND ON BEHALF OF                      FOR AND ON BEHALF OF

GFAN Inc.                                                Global Fund Agent Network Co., LTD    BNR Co, Ltd.

                                                                      GFAN Co., LTD

    [SIGN HERE]                                         [SIGN HERE]                                                           [SIGN HERE]

____________________                        ___________________                                            ___________________

Name      :                                                  Name      :                                                                    Name      :

Title        :                                                  Title        :                                                                    Title        :

Date        :                                                  Date        :                                                                    Date        :

PROJECT TERM SHEET

This PROJECT TERM SHEET is made and entered into this ____________, the __th day of ______, 2000 by and among Global Fund Agent Network Co., LTD (a/k/a GFAN Co., Ltd.)(“GFAN Korea”), BNR Co., LTD (a/k/a “Nara Consulting”)(“GFAN China”) and GFAN Inc. (“GFAN USA”), pursuant to that STRATEGIC ALLIANCE AGREEMENT AND INTER-COMPANY REVENUE SHARING AGREEMENT, executed and delivered by and them as of Tuesday, the 24^th day of October, 2000 (the or that “Agreement”). Whereas, the Parties thereto that Agreement have agreed with respect to each and every Project intended by them to be incorporated into that Agreement, the Parties shall negotiate and enter into, on a case by case basis, a Project Term Sheet; NOW THEREFORE, the Parties hereto, intending to be legally bound, hereby agree as follows as a Project Term Sheet:

Capitalized words which are not otherwise given an alternative meaning by the context presented, shall be deemed to have the same meaning as set forth in the Agreement.

The word “Project” shall mean and refer to the Project described in paragraph 2, infra, unless otherwise given an alternative meaning by the context presented.

1.             Name of Project.

Concession for import and distribution of Alcohol in China.

2.             Description of Project.

The business purpose and scope of this Project shall be for the Parties to develop and exploit a concession \ license to import and distribute wine, beer, spirits, and other alcoholic beverages in one or more China State provinces (to be advised) in and with respect to which GFAN China or affiliated company holds or will hold a concession \ license (the “Project”).

3.           Additional  Services. The Parties shall at all times carry out and perform those services set forth in the  Agreement and or are contemplated thereby (irrespective of this Project Term Sheet), and then additionally, with respect to this Project only, the Parties shall perform, respectively, the following additional services:

a.               Additional Services to be performed by GFAN Korea.

b.           Additional Services to be performed by GFAN USA.  GFAN USA shall research, find, introduce and negotiate with one or more manufacturers or whole-sale distributors of wine, beer, spirits, and other alcoholic beverages to enter into an agreement or arrangement with GFAN China or its affiliated Company for the distribution of the same pursuant to the Project concession \ license.

c.           Additional Services to be performed by GFAN China. 

4.          Compensation. Compensation shall be awarded by an among the Parties in the proportion of one-third each to each of GFAN Korea, GFAN USA and GFAN China, respectively.

5.             Other Terms and Conditions.

GFAN USA shall endeavor in performing the aforesaid services to find such suitors, sponsors, franchisers, vendors, suppliers, and other commercial enterprises and the like which are appropriate to the circumstances and conditions relevant to the Concession and are otherwise agreeable to GFAN, GFAN China and the relevant government authority.

6.           Survival. In the event the Agreement may be terminated for any reason, this Project Term Sheet shall survive, including applicable terms and conditions of the Agreement as may be necessary or appropriate to effect this Project Term Sheet for and only for so long as either (i) termination of this Project Term Sheet or (ii) completion of the Project discussed herein this Project Term Sheet.

IN WITNESS WHEREOF, the Parties have executed this Project Term Sheet and incorporated the same therein the said Agreement as of the day and date first set forth hereinabove.

FOR AND ON BEHALF OF   FOR AND ON BEHALF OF                      FOR AND ON BEHALF OF

GFAN Inc.                                                Global Fund Agent Network Co., LTD    BNR Co, Ltd.

                                                                      GFAN Co., LTD

    [SIGN HERE]                                         [SIGN HERE]                                                           [SIGN HERE]

____________________                        ___________________                                            ___________________

Name      :                                                  Name      :                                                                    Name      :

Title        :                                                  Title        :                                                                    Title        :

Date        :                                                  Date        :                                                                    Date        :

PROJECT TERM SHEET

This PROJECT TERM SHEET is made and entered into this ____________, the __th day of ______, 2000 by and among Global Fund Agent Network Co., LTD (a/k/a GFAN Co., Ltd.)(“GFAN Korea”), BNR Co., LTD (a/k/a “Nara Consulting”)(“GFAN China”) and GFAN Inc. (“GFAN USA”), pursuant to that STRATEGIC ALLIANCE AGREEMENT AND INTER-COMPANY REVENUE SHARING AGREEMENT, executed and delivered by and them as of Tuesday, the 24^th day of October, 2000 (the or that “Agreement”). Whereas, the Parties thereto that Agreement have agreed with respect to each and every Project intended by them to be incorporated into that Agreement, the Parties shall negotiate and enter into, on a case by case basis, a Project Term Sheet; NOW THEREFORE, the Parties hereto, intending to be legally bound, hereby agree as follows as a Project Term Sheet:

Capitalized words which are not otherwise given an alternative meaning by the context presented, shall be deemed to have the same meaning as set forth in the Agreement.

The word “Project” shall mean and refer to the Project described in paragraph 2, infra, unless otherwise given an alternative meaning by the context presented.

1.             Name of Project.

                 Concession to introduce Marriott Hotels or other hotel developer to the China State province of Xijian

2.             Description of Project.

The business purpose and scope of this Project shall be for the Parties to assist, support and otherwise facilitate the introduction of and negotiations with Marriott Hotels or such other major hotelier or franchiser to build, own, and operate one or more facilities in Xijian. (hereinafter referred to as the “Project”)

3.           Additional  Services. The Parties shall at all times carry out and perform those services set forth in the  Agreement and or are contemplated thereby (irrespective of this Project Term Sheet), and then additionally, with respect to this Project only, the Parties shall perform, respectively, the following additional services:

a.               Additional Services to be performed by GFAN Korea.

b.           Additional Services to be performed by the GFAN USA.  GFAN USA shall introduce and negotiate with Marriott hotels or such other major hotelier or franchiser to develop a concession \ license held or to be held by GFAN China or affiliated company in respect of real property in the state of Xiijan and otherwise related to the development of commercial enterprises in China.

c.           Additional Services to be performed by GFAN China.

4.           Compensation. Except and insofar as any entitlements to Compensation may be affected by application of the following sentence, Compensation shall be awarded by an among the Parties in the proportion of one-third each to each of GFAN Korea, GFAN USA and GFAN China, respectively. In the event the Project may be undertaken wholly or in part via a project finance or similar asset-based finance transaction, or similarly, whereas the Parties acknowledge that any prospective monies to be earned by all or any of GFAN, GFAN USA and GFAN China, will be pursuant to complex arrangements between multiple necessary parties and subject to approval by the relevant government authority(s) and project lenders, GFAN, and GFAN on behalf of GFAN China, hereby agrees that the Compensation to be awarded to the Parties for their respective performance of the Services in respect of this Project shall be agreed and set forth, as a first priority, in a Joint Venture or other agreement, contract or constitutive document intended to establish a special purpose project company for the purpose of carrying out and effecting the Project. Such costs, expenses and Compensation to be paid to the Parties in respect thereof shall be deemed development costs of the special purpose project company, and the Parties shall be paid thereby and from such special purpose project company after that special purpose project company shall have paid such other costs and expenses incident to its establishment.

5.             Other terms and conditions.

Whereas the Parties agree that this Project may be necessarily carried out and effected as a non-recourse project finance undertaking or similar financial structure, in such event, GFAN, and GFAN on behalf of GFAN China, hereby consents and warrants it shall, as GFAN USA may instruct, do all of the following: either form a joint venture or special purpose project company for the purposes of holding the license or concession in respect of the said project; assign and transfer the said license or concession to a special purpose project company; assign and transfer or allow to be assigned and transfer equity shares in a special purpose project company for the purposes of GFAN USA being able to secure necessary third party participation in the Project and otherwise ‘securitize’ the Project, and do all such other acts and things, including the execution and delivery of documents and instruments, as GFAN USA may instruct from time to time as necessary, advisable, or convenient to carrying out and effecting the business purpose and scope of the Project.

6.           Survival. In the event the Agreement may be terminated for any reason, this Project Term Sheet shall survive, including applicable terms and conditions of the Agreement as may be necessary or appropriate to effect this Project Term Sheet for and only for so long as either (i) termination of this Project Term Sheet or (ii) completion of the Project discussed herein this Project Term Sheet.

IN WITNESS WHEREOF, the Parties have executed this Project Term Sheet and incorporated the same therein the said Agreement as of the day and date first set forth hereinabove.

FOR AND ON BEHALF OF   FOR AND ON BEHALF OF                      FOR AND ON BEHALF OF

GFAN Inc.                                                Global Fund Agent Network Co., LTD    BNR Co, Ltd.

                                                                      GFAN Co., LTD

    [SIGN HERE]                                         [SIGN HERE]                                                           [SIGN HERE]

____________________                        ___________________                                            ___________________

Name      :                                                  Name      :                                                                    Name      :

Title        :                                                  Title        :                                                                    Title        :

Date        :                                                  Date        :                                                                    Date        :

PROJECT TERM SHEET

This PROJECT TERM SHEET is made and entered into this ____________, the __th day of ______, 2000 by and among Global Fund Agent Network Co., LTD (a/k/a GFAN Co., Ltd.)(“GFAN Korea”), BNR Co., LTD (a/k/a “Nara Consulting”)(“GFAN China”) and GFAN Inc. (“GFAN USA”), pursuant to that STRATEGIC ALLIANCE AGREEMENT AND INTER-COMPANY REVENUE SHARING AGREEMENT, executed and delivered by and them as of Tuesday, the 24^th day of October, 2000 (the or that “Agreement”). Whereas, the Parties thereto that Agreement have agreed with respect to each and every Project intended by them to be incorporated into that Agreement, the Parties shall negotiate and enter into, on a case by case basis, a Project Term Sheet; NOW THEREFORE, the Parties hereto, intending to be legally bound, hereby agree as follows as a Project Term Sheet:

Capitalized words which are not otherwise given an alternative meaning by the context presented, shall be deemed to have the same meaning as set forth in the Agreement.

The word “Project” shall mean and refer to the Project described in paragraph 2, infra, unless otherwise given an alternative meaning by the context presented.

1.             Name of Project.

                 Real property and lease concessions about other national museums.

2.             Description of Project.

The business purpose and scope of this Project shall be for the Parties to develop and finance lease concessions and real property adjacent to national museums overseen by the Ministry of Culture and Tourism. The concession for the development of such parcels of real property has been granted or will be granted to GFAN China or affiliated company on a thirty (30) year lease, and, further such Concession does \ shall include such rights and privileges by GFAN China or affiliated company, to build, own and operate all or any of, as may be subject to the discretion of the relevant government authority, one or more restaurants or food retail outlets (such as a fast food chain or food outlet); one or more retail shops or souvenir concession stands or the like; or other franchise or commercial enterprise; or similarly.

3.           Additional  Services. The Parties shall at all times carry out and perform those services set forth in the  Agreement and or are contemplated thereby (irrespective of this Project Term Sheet), and then additionally, with respect to this Project only, the Parties shall perform, respectively, the following additional services:

a.               Additional Services to be performed by GFAN Korea.

b.           Additional Services to be performed by GFAN USA. GFAN USA shall research, find, introduce and negotiate with potential suitors, sponsors, franchisers, vendors, suppliers, and other commercial enterprises and the like interested either sponsoring or setting up, as the case may be, franchise, retail distribution or other commercial enterprise, and the like to reside and operate on the property subject to the concessions.  GFAN USA shall also oversee, as appropriate, real estate development for the Project.

GFAN USA shall research, find, introduce and negotiate with potential suitors, sponsors, franchisers, vendors, suppliers, and other commercial enterprises and the like interested either sponsoring or setting up, as the case may be, franchise, retail distribution or other commercial enterprise, and the like to reside and operate on the real property subject to the concession.  Such Services shall also include real estate development of the property.

c.           Additional Services to be performed by GFAN China.

4.          Compensation. Compensation shall be awarded by an among the Parties in the proportion of one-third each to each of GFAN Korea, GFAN USA and GFAN China, respectively.

5.             Other Terms and Conditions.

GFAN USA shall endeavor in performing the aforesaid services to find such suitors, sponsors, franchisers, vendors, suppliers, and other commercial enterprises and the like which are appropriate to the circumstances and conditions relevant to the Concession and are otherwise agreeable to GFAN Korea and  GFAN China and the relevant government authority.

6.           Survival. In the event the Agreement may be terminated for any reason, this Project Term Sheet shall survive, including applicable terms and conditions of the Agreement as may be necessary or appropriate to effect this Project Term Sheet for and only for so long as either (i) termination of this Project Term Sheet or (ii) completion of the Project discussed herein this Project Term Sheet.

IN WITNESS WHEREOF, the Parties have executed this Project Term Sheet and incorporated the same therein the said Agreement as of the day and date first set forth hereinabove.

FOR AND ON BEHALF OF   FOR AND ON BEHALF OF                      FOR AND ON BEHALF OF

GFAN Inc.                                                Global Fund Agent Network Co., LTD    BNR Co, Ltd.

                                                                      GFAN Co., LTD

    [SIGN HERE]                                         [SIGN HERE]                                                           [SIGN HERE]

____________________                        ___________________                                            ___________________

Name      :                                                  Name      :                                                                    Name      :

Title        :                                                  Title        :                                                                    Title        :

Date        :                                                  Date        :                                                                    Date        :

PROJECT TERM SHEET

This PROJECT TERM SHEET is made and entered into this ____________, the __th day of ______, 2000 by and among Global Fund Agent Network Co., LTD (a/k/a GFAN Co., Ltd.)(“GFAN Korea”), BNR Co., LTD (a/k/a “Nara Consulting”)(“GFAN China”) and GFAN Inc. (“GFAN USA”), pursuant to that STRATEGIC ALLIANCE AGREEMENT AND INTER-COMPANY REVENUE SHARING AGREEMENT, executed and delivered by and them as of Tuesday, the 24^th day of October, 2000 (the or that “Agreement”). Whereas, the Parties thereto that Agreement have agreed with respect to each and every Project intended by them to be incorporated into that Agreement, the Parties shall negotiate and enter into, on a case by case basis, a Project Term Sheet; NOW THEREFORE, the Parties hereto, intending to be legally bound, hereby agree as follows as a Project Term Sheet:

Capitalized words which are not otherwise given an alternative meaning by the context presented, shall be deemed to have the same meaning as set forth in the Agreement.

The word “Project” shall mean and refer to the Project described in paragraph 2, infra, unless otherwise given an alternative meaning by the context presented.

1.             Name of Project.

Sports Marketing International, representation in China.

2.           Description of Project.  The business purpose and scope of this Project shall be for the Parties to research, find and introduce to Sports Marketing International one or more potential advertiser \ sponsors interested in participating in as a sponsor and advertising at the Afro Asian Games, to be held in New Delhi, India in November, 2001, which the exclusive worldwide commercial and media rights are held by Sports Marketing International and, on behalf of China, its Authorized Representative Agent, WhyK & Associates, Ltd. (USA) [see paragraph 4 of this Project Term Sheet] (the “Project”)

3.           Additional  Services. The Parties shall at all times carry out and perform those services set forth in the  Agreement and or are contemplated thereby (irrespective of this Project Term Sheet), and then additionally, with respect to this Project only, the Parties shall perform, respectively, the following additional services:

               a.               Additional Services to be performed by GFAN Korea. 

               b.              Additional Services to be performed by GFAN USA.  GFAN USA pursuant to paragraph 5 of this Project Term Sheet shall accept the assignment and transfer of the rights, duties and obligations.

               c.               Additional Services to be performed by GFAN China.  GFAN China shall endeavor to research, find and introduce to GFAN USA (for an on behalf of WhyK & Associates, Ltd. ? see paragraph 5 of this Project Term Sheet) one or more prospective advertisers, corporate and other sponsors, and other persons and parties whom may have an interest in investing, sponsoring, promoting or otherwise seeking to participate, on their own or on behalf of other persons or parties, in the said Afro Asian Games.  GFAN China acknowledges that the

4.           Compensation.  Compensation shall be awarded by and among the Parties in the proportion of one-half each to each of GFAN Korea and GFAN China, respectively, of the total Compensation made or to be made available to GFAN USA through WhyK & Associates, Ltd. (see paragraph 5 of this Project Term Sheet). GFAN USA hereby relinquishes any rights to Compensation it may have in respect of this Project pursuant to this Agreement, in lieu of other compensation which may be made available to it by its benefiting directly from the assign and transfer of rights from WhyK & Associates, Ltd. (see paragraph 5 of this Project Term Sheet)

5.           Other Terms and Conditions.  GFAN USA hereby represents that WhyK & Associates, Ltd., holding the exclusive rights on behalf of Sports Marketing International in China, has assigned and transferred to it its rights and obligations to act as the Representative Agent of Sports Marketing International in consideration of WhyK & Associates sharing with GFAN USA a proportion of the commission which may be earned by it in the amount of 30 % of such commission and, further, GFAN USA represents, that to the best of its knowledge, such 30 % share is the highest rate of compensation which WhyK & Associates may reasonably assign pursuant to and within the framework of limitations specified by the management and shareholders thereof that Company; and that all and any Services to be performed in respect of this Project as such that may be earned by the Parties pursuant to their exercising such rights and undertaking such duties as are otherwise permitted via the underlying authorization and empowerment by Sports Marketing International to WhyK & Associates, Ltd.

6.           Survival. In the event the Agreement may be terminated for any reason, this Project Term Sheet shall survive, including applicable terms and conditions of the Agreement as may be necessary or appropriate to effect this Project Term Sheet for and only for so long as either (i) termination of this Project Term Sheet or (ii) completion of the Project discussed herein this Project Term Sheet.

FOR AND ON BEHALF OF   FOR AND ON BEHALF OF                      FOR AND ON BEHALF OF

GFAN Inc.                                                Global Fund Agent Network Co., LTD    BNR Co, Ltd.

                                                                      GFAN Co., LTD

    [SIGN HERE]                                         [SIGN HERE]                                                           [SIGN HERE]

____________________                        ___________________                                            ___________________

Name      :                                                  Name      :                                                                    Name      :

Title        :                                                  Title        :                                                                    Title        :

Date      :                                                    Date        :                                                                    Date        :