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  • pjv2xyw9dww4b5 pjv2xyw9dww4b5 Dec 15, 2006 1:24 AM Flag

    law

    in the "Alliance Agreement" ( http://sec.gov/Archives/edgar/data/1004673/000114420406047790/v057555_ex10-1.htm ):

    "THIS ALLIANCE AGREEMENT is made on 11 October 2006"

    "11.13

    Governing law and jurisdiction

    All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the laws of Hong Kong, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the courts sitting in Hong Kong."
    ---------------------------------------------------
    in the "AMENDED AND RESTATED SALES REPRESENTATIVE AGREEMENT" ( http://sec.gov/Archives/edgar/data/1004673/000114420406047790/v057555_ex10-2.htm ):

    "THIS AMENDED AND RESTATED SALES REPRESENTATIVE AGREEMENT ("Agreement") is entered into on October 11, 2006 ..."

    "15.
    Governing Law

    This Agreement shall be governed by the laws of the State of Nevada, USA, except for conflicts of law provisions. The parties submit to the exclusive jurisdiction of the courts of Nevada."
    ---------------------------------------------------
    in the "SECURITIES PURCHASE AGREEMENT" ( http://sec.gov/Archives/edgar/data/1004673/000114420406047790/v057555_ex10-3.htm ):

    "This Securities Purchase Agreement (this "Agreement") is dated as of October 11, 2006 ..."

    "Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the State of New York. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys´┐Ż fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding."
    ---------------------------------------------------
    -----> Hong Kong, Nevada, New York ... all on Oct. 11, 2006 <------

 
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