THE  SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED
UNDER  THE  SECURITIES  ACT  OF  1933 (THE "1933 ACT"), NOR REGISTERED UNDER ANY
STATE  SECURITIES  LAW.  THE  SECURITIES  MAY  NOT  BE OFFERED FOR SALE, SOLD OR
OTHERWISE  TRANSFERRED  EXCEPT  PURSUANT  TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933
ACT,  THE  AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE
COMPANY.

AGREEMENT FOR THE EXCHANGE OF COMMON STOCK

AGREEMENT  made  this  13th  day  of  February,  2004, by and between Wilmington
Rexford,  Inc.,  a Delaware corporation (hereinafter, called "ISSUER") and China
Merchant  DiChain  Investment  Holdings  Limited  (hereinafter called "DIHL"), a
limited  company  incorporated  in  Hong  Kong.

In  consideration  of  the  mutual  promises,  covenants,  and  representations
contained  herein,  and  other  good  and  valuable  consideration,

THE  PARTIES  HERETO  AGREE  AS  FOLLOWS:

1.   EXCHANGE  OF  SECURITIES.  Subject  to  the  terms and  conditions  of this
     ------------------------
     Agreement,  the  ISSUER  agrees to issue to the shareholders of DIHL as set
     forth  on  Exhibit  A  to this agreement, 45,000,000 new post (20 old for 1
     new)  reverse split shares of common stock of the ISSUER, $0.0001 par value
     (hereinafter,  called  the  "SHARES"), such that the DIHL shareholders as a
     group  shall  become the shareholders holding not less that [97.49%] of the
     then  enlarged  issued  share  capital  of  the ISSUER in exchange for 100%
     ownership  in  a  company  approved  by  the  Wilmington  Rexford  board of
     directors  upon  closing.  Information  disclosures on this company will be
     attached  hereto  as  Exhibit  D  at  closing.

2.   REPRESENTATIONS  AND  WARRANTIES.  ISSUER  represents  and warrants to DIHL
     ---------------------------------
     the  following:

i    Organization. ISSUER  is  a  corporation  duly  organized under the laws of
     -------------
     Delaware  and  has all the necessary corporate powers to own properties and
     carry  on a business, and is duly qualified to do business in Delaware. All
     actions  taken  by  the  incorporators,  directors  and shareholders of the
     ISSUER  have  been  valid  and  in accordance with the laws of the State of
     Delaware.

ii   CurrentCapital  Structure.  The  authorized  capital stock of the ISSUER is
     --------------------------
     20,000,000  shares  of common stock, $0.0001 par value, of which 15,196,000
     are issued and outstanding and 1,000,000 shares of preferred stock, $0.0001
     per  value,  of  which there are no issued and outstanding. All outstanding
     shares  are  fully  paid  and  non-assessable, free of liens, encumbrances,
     options,  restrictions, and legal or equitable rights of others not a party
     to  this Agreement. At closing, there will be no outstanding subscriptions,
     options,  rights,  warrants, convertible securities, or other agreements or
     commitments obligating ISSUER to issue or to transfer from the treasury any
     additional  shares  of its capital stock. None of the outstanding shares of
     the  ISSUER  are  subject  to  any stock restriction agreements. All of the
     shareholders  of  the  ISSUER  have valid title to such shares and acquired
     their shares in a lawful transaction and in accordance with the laws of the
     State  of  Delaware.

iii. Audited  Financial  Statements.  SEC Filings  provided  and  new  September
     -------------------------------
     30th,  2003 audit will be available at closing along with a recent Form 10K
     filing in addition there will be a consolidated statement of the Wilmington
     Rexford  fiscal  first quarter un-audited but reviewed financial statements
     representing  the  Wilmington  Rexford  parent  company  and  subsidiaries
     financials  representing the period of October 1, 2003 through December 31,
     2003.  This  first quarter filing is due to be filed to the SEC by February
     15,  2004  as  part  of  the  regular  required  filing  process.

iv.  Absence  of  Change.  Since  the  date of the  balance sheet, there has not
     --------------------
     been  any  change  in  the financial condition or operations of the ISSUER,
     except  changes in the ordinary course of business, which changes have not,
     in  the  aggregate,  been  materially  adverse.

v.   Liabilities.  ISSUER  does not have any  debt,  liability, or obligation of
     ------------
     any  nature,  whether  accrued,  absolute,  contingent,  or  otherwise, and
     whether  due  or  to  become  due,  that  is  not reflected on the ISSUER'S
     financial  statement.  ISSUER  is  not  aware of any pending, threatened or
     asserted  claims,  lawsuits  or  contingencies  involving the ISSUER or its
     common  stock.  There  is no dispute of any kind between the ISSUER and any
     third  party,  and  no  such  dispute  will  exist  at  the closing of this
     Agreement.

vi.  Ability  to  Carry  out  Obligation.  ISSUER  has  the  right,  power,  and
     -----------------------------------
     authority  to  enter into and perform its obligations under this Agreement.
     The  execution and delivery of this Agreement by ISSUER and the performance
     by  ISSUER  of  its  obligations  hereunder  will not cause, constitute, or
     conflict  with  or  result in (a) any breach or violation or the provisions
     of,  or  constitute  a  default  under  any  license,  indenture, mortgage,
     charter,  instrument,  articles of incorporation, bylaw, or other agreement
     or  instrument  to  which the ISSUER or its shareholders are a party, or by
     which  they  may  be  bound, nor will any consents or authorizations of any
     party  other  than those hereto be required, (b) any event that would cause
     the ISSUER to be liable to any party, or (c) any event that would result in
     the creation or imposition or any lien, charge or encumbrance on any assets
     of  the  ISSUER  or upon the securities of the ISSUER to be acquired by the
     DIHL.

vii. Full Disclosure.  None of  the representations and warranties  made  by the
     ----------------
     ISSUER,  or  any  certificate or memorandum furnished or to be furnished by
     the  ISSUER,  contains  or  will contain any untrue statement of a material
     fact,  or omit any material fact the omission of which would be misleading.

viii.Contracts  and Leases. ISSUER is not currently carrying on any business and
     ----------------------
     is  not  a  party  to  any contract, agreement, or lease. No person holds a
     power  of  attorney  from  ISSUER.

ix.  Compliance  with  the  Laws.  ISSUER  has  complied  with,  and  is not  in
     ----------------------------
     violation  of  any  federal,  state or local statue, law, and/or regulation
     pertaining  to  ISSUER.  ISSUER  has  complied  with  all federal and state
     securities  laws  in connection with the issuance, sale and distribution of
     its  securities.

X.   Litigation.  ISSUER  is not (and has not been) a party to any suit, action,
     -----------
     arbitration,  or  legal,  administrative,  or  other proceeding, or pending
     governmental  investigation.  To  the  best of the knowledge of the ISSUER,
     there  is  no basis for any such action or proceeding and no such action or
     proceeding is threatened against the ISSUER and ISSUER is not subject to or
     in  default  with  respect to any order, writ, injunction, or decree of any
     federal,  state,  local,  or  foreign  court,  department,  agency,  or
     instrumentality.

xi.  Conduct  of  Business.  Prior  to  the  closing,  the ISSUER shall  conduct
     ----------------------
     business  in  the  normal course, and shall not (a) sell, pledge, or assign
     any  assets, (b) amend its article of incorporation or By-laws, (c) declare
     dividends,  redeem  or  sell  stock  or  other  securities,  (d)  incur any
     liabilities, (e) acquire or dispose of any assets, enter into any contract,
     guarantee  obligations  of  any  third  party,  or (f) enter into any other
     transaction.

xii. Corporate  Documents.  Copies of  each  of  the  following documents, which
     ---------------------
     are  true,  complete and correct in all material respects, will be attached
     hereto  and  made  an  integral  part  hereof  to  this  Agreement:

     (1)  Articles  of  Incorporation;
     (2)  By-laws;
     (3)  Minutes  of  Shareholders  Meetings;
     (4)  Minutes  of  Directors  Meetings;
     (5)  List  of  Officers  and  Directors;
     (6)  Form  10K  annual  financial  information  statement  as  described in
          Section  2(iii);  and
     (7)  Stock register and stock records of the ISSUER and a current, accurate
          list  of  the  ISSUER's  shareholders.

xiii.Documents.  All minutes, consents  or  other  documents  pertaining  to the
     ----------
     ISSUER to be delivered at the closing shall be valid and in accordance with
     the  laws  of  the  State  of  Delaware.

xiv. Title.  The  Shares to be issued to DIHL will be, at the closing, free  and
     ------
     clear  of  all  liens,  security  interests,  pledges,  charges,  claims,
     encumbrances  and restrictions of any kind. None of such Shares are or will
     be  subject  to  any  voting trust or agreement. No person holds or has any
     right  to  receive  any  proxy  or  similar instrument with respect to such
     shares, except as provided for in this Agreement, the ISSUER is not a party
     to any agreement which offers or grants to any person the right to purchase
     or  acquire  any  of  the  securities to be issued to the DIHL. 'Mere is no
     applicable local, state or federal law, rule or regulation, or decree which
     would, as a result of the issuance of the Shares to DIHL, impair, restrict,
     or  delay  DIHL'  voting  rights  with  respect  to  the  Shares.

3.   DIHL  REPRESENTand  warrant  to  theISSUER  the  following:
     -----------------------------------------------------------

i.   Organization.  DIHL  is  a holding company based in Hong Kong.  All actions
     -------------
     taken  by DIHL, the owners and shareholders of the DIHL have been valid and
     in  accordance  with  all  laws.

ii.  Shareholders  and  Issued  Stock.  In  addition  to  the  shareholdings  so
     ---------------------------------
     listed,  DIHL  has  commitments  to  issue  additional  shares  for  this
     transaction:  (All  shares  issued  by  DIHL  to  outside  parties  will be
     inclusive in the 45,000,000 share issuance and at no time until the initial
     transaction  is  complete  shall  there  be  any  more  shares  issued)

iii. Counsel.  DIHL  represent and warrant prior to  the Closing, that they  are
     --------
     represented  by  independent  counsel or have had the opportunity to retain
     independent  counsel  to  represent  them  in  this  transaction.

4.   INVESTMENT  INTENT.  DIHL  agrees  that the Shares being issued pursuant to
     -------------------
     this  Agreement  may  be sold, pledged, assigned, hypothecated or otherwise
     transferred,  with  or  without  consideration  (hereinafter  called  a
     "TRANSFER"), only pursuant to an effective registration statement under the
     1933 ACT, or pursuant to an exemption from registration under the 1933 ACT,
     the  availability  of which is to be established to the satisfaction of the
     ISSUER.

5.   CLOSING.  Theclosing of this transaction shall take place at the offices of
     --------
     eAngels  Equity,  LLC  4764  Park Granada, #107, Calabasas, CA. 91302, upon
     receipt  or exchange, as the case may be of the items referenced in Section
     6, below. Closing date will be set for the latest, Friday February 20, 2004
     at  5PM  West Coast Time. If closing does not occur by 5PM West Coast Time,
     February  27th,  2004  then  this  agreement  will become null and void and
     Wilmington  Rexford  will  be  able  to  move  on  with  its  business.

6.   DOCUMENTATION  TO  BE  DELIVERED  AT  CLOSING.
     ----------------------------------------------

i.   By  theISSUER
     -------------

     (1)  Board of Directors Minutes and Shareholders resolution authorizing the
          adoption  of  the  complete  Wilmington  Rexford  Reorganization  and
          Acquisition  Plan,  which  will  begin  immediately  after closing and
          proceed  on the schedule to be attached as Exhibit C hereto. A summary
          of  the  main  points  of  the  Plan  are  as  follows:

          i)   Spin-out  and dividend distribution of E-Trend Networks, Inc. the
               Wilmington  Rexford  subsidiary  on  a 1 for 1 ownership basis of
               WREX  current  shares.
          ii)  Reverse  Stock  Split  20 old WREX shares for 1 new DiChain share
          iii) Name  change  to  China  Merchants  DiChain  Investment  Holdings
               Limited
          iv)  Issuance  of  45,000,000  new  shares for the acquisition of DIHL
          v)   Issuance  of  400,000 new S8 shares to FutureVest Corporation for
               consulting  services.

This  plan  of  Re-Organization  will  require a series of events to occur which
include  numerous  disclosures to the SEC, NASD and shareholders of record.  The
events  are  listed  by  order  in  the  attached  Exhibit  C to this agreement.

After the Re-Organization is complete the new China Merchants DiChain Investment
Holdings Limited will have a beginning stock and ownership structure as follows:

<TABLE>
<CAPTION>

Stockholder                              After Reverse            % owned
----------------------------             -------------            -------
<S>                                      <C>                      <C>

eAngels EquiDebt Partners V                    500,000              1.08%
VHQ Option                                     100,000              0.22%
Sara Hallitex Corp                              25,000              0.05%
FutureVest Corporation                          20,000              0.04%
Public Shareholders Float                      114,800              0.25%    Old Shareholders Shares:
                                                                             2.51%
New S8 Stock Issued (FutureVest)               400,000              0.87%
New Shares issued for Dichain               40,000,000             86.66%    DiChain Shares:
                                                                             97.49%
New Shares issued for Dichain                5,000,000             10.83%
                                         -------------
   Total Stock in Company                   46,159,800            100.00%
                                         =============

</TABLE>


     (2)  Delivery  of  the  share  proxy  voting  power  for  10,000,000  votes
          approving  the Wilmington Rexford Reorganization and Acquisition Plan.
          DIHL  can and will be in 100% control of Wilmington Rexford at closing
          and  will  be  able  to  take Wilmington Rexford through the necessary
          steps  to  complete  the adopted plan as approved and outlined in this
          contract  and  stipulated  in  the  Directors Minutes and Shareholders
          resolution delivered at closing. This voting proxy will be valid for a
          4  month  period  in  order  for  this  deal  to  be  completed.

     (3)  Board of Directors approval for payment received from DIHL of $225,000
          USD  to satisfy all remaining debts of Wilmington Rexford, Inc., WHICH
          SHALL  BE  PAID  UPON  CLOSING  as  follows:

          i)   $42,000  USD  to  Kaufman  Rossin  (Audit  Firm)
          ii)  $17,000  USD  to  Dill  and  Dill  for  payment  on final billing
          iii) $5,000  USD  paid  to any other posted audited Wilmington Rexford
               Debt  as  per  audit  and  disclosed  on  closing  date.
          iv)  Balance  of  funds  up  to  $225,000  USD will be paid to Diamond
               Worldwide, Inc., which will satisfy all monies owed on to eAngels
               EquiDebt  Partners  V convertible debentures leaving all debts of
               Wilmington  Rexford  at  zero.

          (These figures are subject to change and will be verified as to actual
          amount owed on closing. There will be zero debts of Wilmington Rexford
          upon  closing.)

     (4)  The  resignation  of  all  officers  and  directors  of  ISSUER.

     (5)  A  Board  of  Directors  resolution  appointing  such  person  as DIHL
          designate  as  a  director(s)  of  ISSUER.

     (6)  All  the  business  and corporate records of ISSUER, including but not
          limited to, correspondence files, bank statements, checkbooks, savings
          account  books,  minutes  of  shareholder  and  directors  meetings,
          financial  statements,  shareholder  listings, stock transfer records,
          agreements  and  contracts.

     (7)  Such  other  minutes  of  ISSUER's  shareholders  or  directors as may
          reasonably  be  required  by  DIHL.

ii.  By DIHL:
     --------

     (1)  Consents  signed  by  DIHL  consenting to the terms of this Agreement.

     (2)  Full  disclosures  by  DIHL  on  the  company being acquired including
          audited  financial  statements  or  draft  copies of audited financial
          statements.  This company will have to be approved prior to closing by
          the  board  of  directors  of  Wilmington  Rexford,  Inc.

7.   REMEDIES.
     ---------

i.   Arbitration.  Any controversy or claim arising out of, or relating to, this
     ------------
     Agreement,  or the making, performance, or interpretation thereof, shall be
     settled  by  arbitration  in  the  State of Delaware in accordance with the
     Rules  of  the American Arbitration Association then existing, and judgment
     on  the  arbitration  award may be entered in any court having jurisdiction
     over  the  subject  matter  of  the  controversy.

8.   MISCELLANEOUS.
     --------------

i.   Captions  and Headings.  The Article and paragraph headings throughout this
     -----------------------
     Agreement  are  for  convenience and reference only, and shall in no way be
     deemed  to  define,  limit,  or add to the meaning of any provision of this
     Agreement.

ii.  No  Oral  Change.  The  Agreement  and  any  provision  hereof,  may not be
         -------------
     waived,  changes,  modified, or discharged orally, but only by agreement in
     writing signed by the party against whom enforcement of any waiver, change,
     modification,  or  discharge  is  sought.

iii. Non Waiver.  Except  as otherwise expressly provided  herein, no waiver  of
     -----------
     any  covenant, condition, or provision of this Agreement shall be deemed to
     have  been made unless expressly in writing and signed by the party against
     whom  such waiver is charged; and (i) the failure of any party to insist in
     any  one  or  more  cases  upon  the  performance of any of the provisions,
     covenants, or conditions of this Agreement or to exercise any option herein
     contained  shall  not  be  construed  as a waiver or relinquishment for the
     future  of  any  such  provisions,  covenants,  or  conditions,  (ii)  the
     acceptance  of  performance  of  anything  required by this Agreement to be
     performed  with knowledge of the breach or failure of a covenant, condition
     or provision hereof shall not be deemed a waiver of such breach or failure,
     and  (iii)  no  waiver by any party of one breach by another party shall be
     construed  as  a  waiver  with  respect  to any other or subsequent breach.

iv.  Time of Essence.  Time  is  of the essence of the Agreement and of each and
     ----------------
     every  provision  hereof.

V.   Entire  Agreement.  This  Agreement  contains  the  entire  agreement  and
     ------------------
     understanding  between  the  parties  hereto,  and  supersedes  all  prior
     agreements  and  understandings.

vi.  Counterparts.  This  Agreement  may  be  executed  simultaneously in one or
     -------------
     more  counterparts,  each  of which shall be deemed as original, but all of
     which  together  shall  constitute  one  and  the  same  instrument.

vii. Notices.  All  notices, requests, demands, and other  communications  under
     --------
     this  Agreement  shall  be in writing and shall be deemed to have been duly
     given  on the date of service if served personally on the party to whom the
     notice  is  to  be  given,  or the third day after mailing if mailed to the
     party  to  whom  notice  is to be given, by first class mail, registered or
     certified,  postage  prepaid, and properly address, and by fax, as follows:

     DIHL:                                 ISSUER:
     -----                                 -------

     China  Merchant  DiChain              Wilmington  Rexford,  Inc.
     Investment  Holdings  Limited
     Units  207-08,  West  Tower           3753 Howard Hughes Pkwy,
     Shun Tak Centre,                      Las Vegas, Nevada  89109
     168-200, Connaught Road,
     Central Hong Kong



IN  WITNESS WHEREOF, the undersigned has executed this Agreement this 8th day of
February,  2004

CHINA  MERCHANTS  DICHAIN                       WILMINGTON  REXFORD, INC.
INTERNATIONAL HOLDINGS LIMITED


                                                /s/  Garrett  Krause
____________________________________            --------------------
                  as  per  Directors            Garrett  Krause as per
Resolution of China Merchants DiChain           the Shareholders and Directors
Investment  Holdings  Limited                   Wilmington Rexford, Inc.




                                    EXHIBIT A

                         SHAREHOLDERS AND OWNERS OF DIHL



China Merchants DiChain Investment Holdings Limited:      _______1______ shares

Farsight Holdings Limited:                                _______1______ shares

_________________________:                                ______________ shares

_________________________:                                ______________ shares



Total Shares to Issue (100%)     45,000,000 shares, representing 97.49%
                                 of the issued and outstanding stock in
                                 the new company.



                                    EXHIBIT B

                        DIHL PAYMENT AND ESCROW OF FUNDS



It  is  further  agreed  that  upon  signing  of  this agreement, DIHL will wire
transfer  to  an  escrow  account  a sum of $50,000 USD which will be held until
closing.  The  balance  of the $175,000 USD shall be wired to the escrow account
for  disbursement  upon  closing  of  the  transaction  as  per  this agreement.



IN  WITNESS  WHEREOF, the undersigned Exhibit B has executed this Agreement this
13th  day  of  February,  2004




CHINA  MERCHANTS  DICHAIN                       WILMINGTON  REXFORD, INC.
INTERNATIONAL HOLDINGS LIMITED


                                                /s/  Garrett  Krause
____________________________________            --------------------
                  as  per  Directors            Garrett  Krause as per
Resolution of China Merchants DiChain           the Shareholders and Directors
Investment  Holdings  Limited                   Wilmington Rexford, Inc.




                                    EXHIBIT C


      TIMELINE FOR WILMINGTON REXFORD REORGANIZATION AND ACQUISITION PLAN


Below  is  an  outline  of  dates  for the filing of an information statement in
connection  with  a  reverse  stock split and name change by Wilmington Rexford,
Inc.  (the  "Company").  This  timeline  assumes  that  the  Company  closes its
transaction  with  China  Merchants  DiChain  Investment  Holdings  Limited  by
delivering a proxy covering a majority of the outstanding shares of the Company.

This  timeline  shows  two  alternatives:  (a)  that  the transfer agent will be
notified  to do a broker record search and non-objecting beneficial owner search
and  (b)  that  no  broker  record  search  will  be  done.

Please  note  footnote  4.  The  mailing of the definitive information statement
assumes  that  the  SEC  will  not  review  the  information  statement.

<TABLE>
<CAPTION>

             TASK                              SEARCH DONE            NO SEARCH
---------------------------------           -----------------     -----------------
<S>                                         <C>                   <C>

Company executes Agreement for              February 13, 2004     February 13, 2004
the Exchange of Common Stock
with DIHL
---------------------------------           -----------------     -----------------

Transfer agent is advised of the            February 13, 2004
record date; Transfer agent sends           (1)
out broker notification.
---------------------------------           -----------------     -----------------

Company files Form 10-KSB for FYE           February 13, 2004 - February 17, 2004
9/30/03 and 10-QSB for quarter
ended 12/31/03
---------------------------------           -----------------     -----------------

Company closes with DIHL; change            February 17, 2004     February 17, 2004
of officers and directors
---------------------------------           -----------------     -----------------
File Form 8-K to disclose closing;          February 17, 2004     February 17, 2004
change of control
---------------------------------           -----------------     -----------------

Board of Directors recommends the           February 25, 2004     February 17, 2004
reverse stock split and name                (2)                   (2)
change and sets a record date for
shareholders entitled to consent
to the reverse split and name
change.
---------------------------------           -----------------     -----------------

Company files preliminary                   February 25, 2004     February 17, 2004
Information Statement with                  (3)                   (3)
the SEC.
---------------------------------           -----------------     -----------------

Forms 3 due for new officers and            February 27, 2004     February 27, 2004
directors
---------------------------------           -----------------     -----------------

Record date for the consent to              March 5, 20042        February 26, 2004
action; transfer agent prints               (2)
labels for the shareholder
mailing.
---------------------------------           -----------------     -----------------

Shareholders execute written                March 5, 2004         February 26, 2004
Consent to Action
---------------------------------           -----------------     -----------------

Company mails the Information               March 8, 2004         February 27, 2004
Statement to the shareholders               (4)                   (4)
and files the definitive
Information Statement with the
SEC.
---------------------------------           -----------------     -----------------

File the Certificate of Amendment           March 5, 2004         February 27, 2004
with the Delaware Secretary of
State with March 31, 2004
effective date
---------------------------------           -----------------     -----------------

Company gets new CUSIP number;              March 8, 2004         March 1, 2004
notify OTC-BB of same; get new
trading symbol
---------------------------------           -----------------     -----------------

Company prints new stock                    March 10, 2004        March 3, 2004
certificates
---------------------------------           -----------------     -----------------

Effective Date of the Reverse               March 31, 2004        March 18, 2004
Stock Split and name change                 (5)                   (5)
---------------------------------           -----------------     -----------------

Completion of share exchange with           March 31, 2004        March 18, 2004
DIHL shareholders
---------------------------------           -----------------     -----------------

File Form 8-K to announce                   April 1, 2004         March 19, 2004
acquisition of DIHL
---------------------------------           -----------------     -----------------

DIHL shareholders and officers              April 2, 2004         March 22, 2004
and directors need to file                  (6)                   (6)
FORM 4s
---------------------------------           -----------------     -----------------

Schedule 13Ds due                           April 10, 2004        March 29, 2004
                                            (7)                   (7)
---------------------------------           -----------------     -----------------

Due date for filing DIHL audited            April 17, 2004        April 17, 2004
financial statements
---------------------------------           -----------------     -----------------

</TABLE>


IN  WITNESS  WHEREOF, the undersigned Exhibit C has executed this Agreement this
13th  day  of  February,  2004



CHINA  MERCHANTS  DICHAIN                       WILMINGTON  REXFORD, INC.
INTERNATIONAL HOLDINGS LIMITED


                                                /s/  Garrett  Krause
____________________________________            --------------------
                  as  per  Directors            Garrett  Krause as per
Resolution of China Merchants DiChain           the Shareholders and Directors
Investment  Holdings  Limited                   Wilmington Rexford, Inc.


___________________________________

1.   Rule 14c-7(a)(3) states that the Company must give nominee holders at least
     20  BUSINESS  days  notice  of  the  record  date.
         --------

2.   The Company's Bylaws state that the record date can be no more than 60 days
     before  the  meeting  date; however, Section 213 of the General Corporation
     Law  of the State of Delaware provides that the record date may not be more
     than  10  days after the date of the resolution setting the record date for
     action  to  be  taken  by  written  consent.

3.   Rule 14c-5 requires the filing of an Information Statement at least 10 days
     before the intended mailing date. The SEC notifies the Company if they will
     be  reviewing  the  Information  Statement  within  that  10-day  period.

4.   This  assumes  that  the  SEC  will not review the Information Statement. A
     definitive  copy  is  then  filed  with the SEC at the time of mailing. The
     definitive  Information  Statement  must  be filed with the SEC at least 20
     days  prior  to  the  earliest date on which corporate action may be taken.

5.   Rule  14c-2(b) states that the effective date cannot be sooner than 20 days
     after  mailing  the  Information  Statement  to  the  shareholders.

6.   Form  4  is  due  within  2  business days of acquisition or disposition of
     stock.

7.   Schedule  13D  is  due  within  10  days  of  acquisition  of  5%  or more.