Unassociated Document


    Exhibit 10.8

     

    VIP
JUNKET PROMOTION AGREEMENT

     

    This VIP
Junket Promotion Agreement (“Agreement”), dated as of
January 18, 2008 is between Gillmann Investments Asia, Ltd. (“GIA”), a
corporation organized and existing under the laws of South Korea, with its main
office at 13F PSG Building, 563-30 Sinsa-dong, Gangnam-gu, Seoul 135-120, South
Korea, and Doowell Limited (“Doowell”), a corporation organized and existing
under the laws of the British Virgin Islands, with its main office at Alameda
Dr, Carlos D’ Assumpcao No: 181-187 Centro Comerica, Brilhantismo 12 Andar T,
Macau, SAR.

     

    RECITALS

     

    
      	
              A.

            	
              GIA
      and its Affiliates (collectively, “Gillmann”) are
      experienced in the development, acquisition, management and financing of
      casino properties in Asia, and have purchased the Nam Seoul Plaza Hotel
      & Casino (“Project”) located on Jeju Island, South Korea. The Project
      is a 224-room four star hotel and casino with related facilities and guest
      amenities, including a gaming license duly issued by the governmental
      authorities in South Korea.

            


    

     

    
      	
              B.

            	
              Nasign
      Co., Ltd., is an Affiliate of GIA and is a Korean public company traded on
      the KOSPI exchange that has acquired the Project, including a gaming
      license therefor.

            


    

     

    
      	
              C.

            	
              Doowell
      and its affiliates are experienced in the development, management,
      financing and promotion of VIP gaming rooms in Macau that cater to wealthy
      mainland Chinese and Hong Kong Chinese
gamblers.

            


    

     

    
      	
              D.

            	
              The
      parties have previously signed that certain non-binding Memorandum of
      Understanding elated December 13, 2007 (“MOU”), and in
      furtherance thereof desire to enter into this
  Agreement.

            


    

     

    NOW,
THEREFORE, the parties agree as follows.

     

    
      ARTICLE
1

    

    
      INTRODUCTION/DEFINED
TERMS

    

     

    1.1.           Introduction.
GIA, is the controlling shareholder of Nasign. Prior to GIA’s acquisition of
control, Nasign was primarily engaged in the leather goods business, but since
GIA’s acquisition, and under GIA’s guidance and direction, Nasign has changed
its business focus to gaming and hospitality and has become the owner of the
Project. Gillmann has substantial experience with the mass and VIP gaming
business in Macau and elsewhere around the world and has determined that
Macau-style VIP gaming would be beneficial to the operation of the Casino, and
at the same time Doowell and its Affiliates have determined that establishing a
VIP gaming operation at the Casino to the same standards as prevail in Macau
would be beneficial to its business by providing additional VIP gaming promotion
venues outside of Macau. The Parties have had extended discussions and due
diligence investigations concerning the business relationship codified in this
Agreement. This Agreement supersedes the non-binding MOU. Doowell acknowledges
and agrees that GIA. shall have the right to assign and transfer this Agreement
to Nasign in accordance with the provisions of Article 10.2 below, at which time
Nasign and Doowell shall enter into a new VIP junket promotion agreement
substantially identical to this Agreement, with Nasign being substituted for
GIA. Until such time, GIA shall cause Nasign to perform the provisions of this
Agreement as necessary and appropriate at the Project level. The Parties
acknowledge and agree that Affiliates of Doowell will enter into substantially
identical VIP junket promotion agreements for the other two VIP Gaming Rooms at
the Project and that certain arithmetical calculations as specified herein will
be based on the collective operation of the three VIP Gaming
Rooms.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    1.2.           Glossary
of Defined Words.
Certain important defined words, appearing with initial capital letters, when
used in this Agreement shall, unless the context otherwise indicates, have the
meanings specified in the Glossary of Defined Terms annexed as Exhibit “1” to
this Agreement (“Glossary”). Additional words
appearing with initial capital letters may be defined within the text of this
Agreement and such additional defined words shall have the same definition for
all purposes of this Agreement unless otherwise indicated even though they are
not defined in the Glossary. In addition, any words or phrases constituting
defined words or phrases in the Management Contract shall have the same meaning
when used in this Agreement, unless otherwise expressly provided.

     

    1.3.           Identification
of Exhibits. The
exhibits (“Exhibits”) to this Agreement
consist of the following documents, which are more particularly identified
either described in the text of this Agreement or the Glossary, and the terms
and conditions of such Exhibits are a material part of this
Agreement:

     

    
      
        
          	
                  Exhibit No.

                	 	
                  Description

                
	 
      	 	 
      
	
                  Exhibit
      “1”

                	 	
                  Glossary
      of Defined Terms

                
	
                  Exhibit
      “2”

                	 	
                  Pro
      Forma Calculation of Commissions, AIIowances, and Profit
    Split

                
	
                  Exhibit
      “3”

                	 	
                  List
      of Doowell’s Managers and
Employees

                


        

      

    

    


    
      ARTICLE
2

    

    
      BUILD-OUT
AND LEASE OF VIP GAMING ROOM/

    

    
      ADDITIONAL
AMENITIES AT THE PROJECT

    

     

    2.1.        Lay out
and Fit-out of VIP Gaming Room. Doowell shall closely
cooperate with GIA in determining the lay-out and fit-out of the specific VIP
Gaming Room to be leased by Doowell pursuant to this Agreement, but GIA will
have the final decision with regard to the same so as to maintain consistency
and appropriate corporate identity for the over—all promotion and advancement of
the Casino. The Parties agree that the VIP Gaming Room will be designed and
operated to a level comparable on the date hereof to the VIP gaming rooms
operated by affiliates of Doowell in Macao, namely, Seng Hang and Spring
Fortune, and that the VIP Gaming Room will include a cashier cage, an office,
restrooms, a guest resting room/dining room, and a bar. GIA will use its best
efforts to complete the construction, opening and operation of the VIP Gaming
Rooms within the second quarter of 2008. GIA shall bear the cost of lay-out and
fit-out for the VIP Gaming Room; and legal title to all of the furniture,
fixtures and equipment in the VIP Gaming Room shall belong to GIA. The Parties
acknowledge and agree that GIA may need to obtain governmental approval for the
construction of the VIP Gaming Room and that they will make all necessary
changes to the lay-out and fit-out necessary for any such governmental
approval.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    2.2.        Exclusive
Promotion for the VIP Gaming Room. GIA shall provide to Doowell
the exclusive right to provide VIP gaming promotion in the VIP Gaming Room, and
Doowell shall pay to GIA for its exclusive right a monthly fee of Korean Won One
Hundred Thousand (KRW 100,000) (“Fee”). The payment of the Fee shall be due on
the second day of each month (or on the next business day if the second day
falls on a weekend or holiday). The Parties agree that the Fee may be offset
against sums due to Doowell pursuant to the Profit Split calculation under
Article 3.6 below.

     

    2.3.        Name of
VIP Gaming Room.
Doowell shall have the right to select the name under which the VIP Gaming Room
will operate, subject to GIA’s reasonable approval, which approval shall not be
unreasonably withheld.

     

    2.4.        Additional
Amenities.  As soon as
reasonably practicable, GIA shall cause to be constructed and fitted-out at the
Project, at GIA’S own cost and expense, the following additional amenities to
service Doowell’s VIP customers: VIP guest suites, a Chinese restaurant, a
karaoke bar, sauna and massage spa up to a standard catering to Macau VIP high
rollers.

     

    2.5.        Booking
of Hotel Rooms.
GIA shall block thirty (30) hotel zooms in the Project exclusively for VIP
gaming customers of Doowell and the other two affiliated VIP Gaming Rooms, and
shall offer the prevailing tour-operator rate for such rooms; provided, however,
that if such rooms are unavailable for reasons beyond GIA’S reasonable control,
GIA shall have the option to procure equivalent rooms at nearby hotels at the
equivalent tour-operator rate.

     

    
      ARTICLE
3

    

    
      PROMOTION
OF VIP GAMING ROOM/PROFIT SPLIT

    

     

    3.1.        Junket
Promotion in VIP Gaming Room. Doowell shall function as a
VIP gaming room promoter and, as such, shall be responsible for promoting the
VIP junket operations in its VIP Gaining Roam. Doowell’s responsibility shall
include providing to VIP customers through Doowell’s network of VIP junket
groups, at Doowell’s sole expense, such items as transportation to the Casino;
accommodations in the hotel portion of the Project; food and beverage allowances
for use in the Project; and entertainment allowances for use in the karaoke bar,
entertainment and massage areas of the Project (collectively, “Travel and Entertainment”).
Doowell shall provide VIP promotional activities for the VIP Gaming Room during
all hours that the Casino is open


    
      
         


      

      
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    3.2.        Junket
Commission and Allowance. GIA shall pay to Doowell for
its VIP junket promotion activities the following:

     

    3.2.1.         A
junket commission (“Commission”) equal to 1.6% of
Chip Turnover.

     

    3.2.2.         An
allowance (“Allowance”)
equal to 0.2% of Chip Turnover to cover Travel and Entertainment.

     

    The
Parties acknowledge and agree that Exhibit 2 reflects their mutual understanding
of the calculation method for the Commission and Allowance, Doowell shall use
its best efforts to ensure that the Allowance is spent within the Project as
contemplated in Article 3.2 above. GIA shall calculate and pay the Commission
and Allowance for each month by the second day of the following month (or on the
next business day if the second day falls on a weekend or holiday).

     

    3.3.        Credit
Extension/Bad Debts. Doowell acknowledges and
agrees that GIA will not have any duty to provide credit to the VIP junket
groups promoted by Doowell. Doowell shall defend, protect and indemnify GIA from
and against any and all claims. demands, causes of action, or similar matters
arising from the bad debts of any VIP junket groups that have been promoted by
Doowell at the Project.

     

    3.4.        Promotion
Fee to Doowell.
Doowell shall be entitled to a monthly promotion fee equal to Hong Kong Dollars
Seven Hundred Thousand (HK $700,000) (“Doowell Promotion Fee”) for
its role as the promoter of the VIP Gaming Room. The Doowell Promotion Fee shall
be treated as an operating expense of the VIP Gaming-Room and as a deduction in
calculating the Net Win as per Exhibit 2. GIA shall pay the Doowell Promotion
Fee for each month by the second (2nd) day of the following month (or on the
next business day if the second day falls on a weekend or holiday),

     

    3.5.        Telephone
Betting. The Parties shall cooperate closely to install and operate a
telephone betting system in the VIP Gaming Room to the extent permitted under
all applicable laws and regulations. All wagers placed over the telephone in the
VIP Gaming Room shall be calculated identically with wagers placed in person in
the VIP Gaming Room, and the Profit Split therefrom shall be determined pursuant
to Article 3.6 below.

     

    3.6.        Monthly
Profit Split. The
Parties agree that the net win from the operation of the VIP Rooms will be split
40% to Doowell in return for its promotion of the VIP Gaming Room and 60% to GIA
as per Exhibit 2, and shall be paid by the second (2nd) day of the following
month (or on the next business day if the second day falls on a weekend or
holiday). For the first six months from the date hereof, Doowell shall use its
best endeavours to promote business but will not guarantee any specific revenue.
After six calendar months from the opening of the Casino, GIA shall have the
right in its sole and absolute discretion to terminate this Agreement by thirty
(30) days’ notice in writing if Doowell and the other two Affiliated VIP Gaming
Rooms collectively fail to promote sufficient gaming; activity so as to achieve
Chip Turnover of Hong Kong Dollars One Billion Five Hundred Million (HK
$1,500,000,000) per month for three consecutive months.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    3.7.        Management
Fee to Gillman.
GIA may elect from time to time that up to three percent (3%) of the amounts due
to GIA under the Profit Split provision of Article 3.6 shall be allocated
directly to Gillmann or its nominee as a management fee (“Gillmann Management Fee”). The Gillmann Management
Fee shall not be treated as an operating expense of the VIP Gaming Room nor as a
deduction in calculating the Net Win as per Exhibit 2.

     

    3.8.        Treatment
of Gaming Tax.
The Parties acknowledge that the Korean Government will levy an impost for
contributions to the government’s “Tourism Promotion and Development
Fund”/betting duty and/or tax on the gross win of the VIP room as stipulated by
the Korean Government from time to time (“Gaming Tax”), and GIA
represents that the Gaming Tax rate currently does not exceed ten percent (10%)
per annum. The Parties will treat the prevailing Gaming Tax as an expense item
in calculating the Net Win. Because the distribution of the Net Win may not
tally with the date the Korean Government levies the Gaming Tax, the Parties
agree to establish a tax adjustment account after payment of the Gaming Tax. For
the calculation of the Gaming Tax, the Parties agree to calculate the profit and
loss collectively on the three Affiliated VIP Gaming Rooms and make
corresponding adjustments to the Gaming Tax adjustment account on an annual
basis. The Parties will then share the gain or loss from this tax adjustment
account calculated in the same ratio as hereinbefore mentioned. All adjustments
to the Gaming Tax adjustment account shall be paid within ninety (90) days after
the Gaming Tax has been paid to the government.

     

    3.9.        Employees
and Employee Uniforms. Doowell shall take
appropriate and necessary steps to check the background of its prospective
employees for criminal or other inappropriate incidents prior to hiring them and
shall ensure that its employees have suitable qualifications and are properly
trained for their jobs, and are aware of the need to provide top-flight service
to all customers in the Casino and to handle all matters with integrity and
honesty. All Doowell employees shall wear uniforms when in service. Doowell
shall have the right to select the style and color of the its employee uniforms
subject to GIA’s approval so as to meet and maintain the standards and corporate
identity for the Casino from time to time.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    3.10.      Employee
Identification Passes. All officers, directors,
principals, and employees of Doowell shall wear the identification passes
provided by GIA while working in the Casino. If any person quits or is
terminated, Doowell shall ensure that such person’s identification pass is
immediately returned to GIA.

     

    3.11.      Compliance
with Laws and Regulations. Doowell shall comply with all laws, rules and
regulations that may apply to Doowell in connection with its junket promotion
activities and the performance of its obligations under this Agreement,
including any requirements for licensure.

     

    
      ARTICLE
4

    

    
      EXCLUSIVITY/RIGHT
OF FIRST REFUSAL

    

     

    4.1.        Doowell
Exclusivity.
Doowell agrees that it will work exclusively with GIA in providing VIP
gaming activities in South Korea during the term of this Agreement, and will not
establish any competitive enterprise or undertaking for a period of one (1) year
after the expiration or termination of this Agreement Doowell shall not directly
or indirectly, by itself or through third parties, attempt to circumvent this
exclusivity provision. Without the consent of Doowell, GIA shall not open any
VIP gaming rooms in the Project other than the three Affiliated VIP Gaming Rooms
contemplated by this Agreement.

     

    4.2.        Right of
First Refusal.
GIA shall grant to Doowell and its Affiliates a first right of refusal to
open and operate more VIP Gaming Rooms in South Korea that may arise from time
to time through GIA or its Affiliates provided that Doowell’s terms and
conditions are competitive with then-prevailing market terms and
conditions.

     

    
      ARTICLE
5

    

    
      GAMING
RULES AND PRINCIPLES

    

     

    5.1.  
     Casino
Rues and Regulations. GIA shall have the right and
authority to issue from time to time such rules and regulations as it deems
necessary and appropriate to comply with all applicable laws and regulations and
to provide for appropriate security and integrity throughout the Casino and the
Project (“Rules”). Doowell and its officers, directors, agents, employees and
customers shall strictly observe the Rules.

     

    5.2.        Gaming
Chips. All VIP
guests of Doowell may use Cash Chips on any gaming table in the Casino and
may use Rolling Chips only on those designated gaming tables in the VIP Gaming
Room. GIA shall sell the Cash Chips and Rolling Chips to Doowell for cash or for
such other payment medium such as negotiable GIA draft or cheque as the Parties
may agree. Doowell shall keep in its counting room Rolling Chips equal to at
least Hong Kong Dollars Five Million (HK $5,000,000) for each VIP Gaming Room.
If the amount of Rolling Chips falls below this minimum, Doowell shall use its
best endeavors to purchase additional Rolling Chips at the earliest possible
time to make up the deficiency.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    5.3.        Table
Limits. Doowell
may establish the limits for each gaming table within its VIP Gaming Room
subject to GIA’S reasonable approval.

     

    5.4.        Chip
Buy-back. GIA
will buy-back Rolling Chips by converting them into an equal amount of Cash
Chips, by paying cash, or by whatever other method the Parties may agree from
time to time. GIA will buy back Cash Chips by paying cash or by whatever other
method the Parties may agree from time to time.

     

    5.5.           Right of Supervision. GIA’s
senior management and other specified employees or representatives shall have
the right to enter the VIP Gaming Room, including the counting room, office, and
employee break room, in order to supervise the operation of the VIP gaming
operations contemplated by this Agreement.

     

    
      ARTICLE
6

    

    
      RESENTATIONS
AND WARRANTIES

    

     

    6.1.        GIA
represents and warrants to Doowell that the following statements are true,
correct, and complete as of the date first written above:

     

    6.1.1.      Due
Organization. GIA
is a corporation duly organized and validly existing under the laws of the
jurisdiction of its incorporation with its principal offices at the address
first written.  It has the requisite power and authority to own its
property and to carry on its business as it is now being conducted. GIA has made
all filings and is in good standing in the jurisdiction of its incorporation and
in each other jurisdiction in which the nature of the business it transacts or
the character of property it owns makes such filings necessary.

     

    6.1.2.      Requisite
Authority. GIA
has requisite power and authority to execute and deliver this Agreement and any
other instrument or agreement required under this Agreement, and to perform and
observe the terms and provisions of this Agreement and of all such other
instruments, and agreements.

     

    6.1.3.      Necessary
Corporate Action.
All corporate action by GIA and its directors or stockholders, necessary
for the authorization, execution, delivery, and performance of this Agreement
and any other instrument or agreement required under this Agreement, has been
duly taken.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    6.1.4.      Authority
of Officers. The
officers of GIA executing this Agreement and any other instrument or agreement
required under this Agreement have been duly appointed to the office and are
fully authorized to execute the Agreement and any other instrument required
under this Agreement.

     

    6.1.5.      Validity
of Agreement.
This Agreement has been duly executed and delivered by GIA, and
constitutes the legal, valid, and binding obligation of GIA, enforceable against
it in accordance with its terms and any other instrument or agreement required
under this Agreement when executed and delivered by GIA, will similarly
constitute the legal, valid, and binding obligation of GIA, enforceable against
it in accordance with its terms, except as limited by bankruptcy, insolvency,
fraudulent transfer, reorganization, arrangement, moratorium, marshalling, or
other similar laws relating to or affecting the rights of creditors
generally.

     

    6.1.6.      No
Contrary Bylaw, Agreement or Statute. There is no charter, bylaw,
or capital stock provision of GIA, and no provision of any indenture or
agreement, written or oral, to which GIA is a party or under which GIA is
obligated, nor is them any statute, rule, or regulation, or any judgment,
decree, or order of any court or agency binding on GIA that would be violated by
the execution and delivery of this Agreement, or any other instrument or
agreement required under this Agreement, or by the performance of any provision,
condition, covenant, or other term of this Agreement or any such other
instrument, or agreement.

     

    6.1.7.      No
Pending Litigation.
No litigation, tax claim, proceeding, or dispute is pending or, to GIA’s
knowledge, threatened against or affecting GIA or its property, the adverse
determination of which might affect GIA’s financial condition or operations or
impair GIA’s ability to perform its obligations under this Agreement or under
any other instrument or agreement required by this Agreement.

     

    6.1.8.      Insurance. The Project is covered by
public liability, property damage and such other insurance as is reasonable and
necessary consistent with normal business practices in South Korea.

     

    6.1.9.      Controlling
Shareholder. GIA
is the controlling shareholder of Nasign, and Nasign has a valid gaming license
of unlimited duration for the Project.

     

    6.2.        Doowell
represents and warrants to GIA that the following statements are true, correct,
and complete as of the date first written above:


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    6.2.1.      Due
Organization.
Doowell is a corporation duly organized and validly existing under the laws of
the jurisdiction of its incorporation with its place of business, or if it has
more than one place of business, its chief executive office, located at Alameda
Dr. Carlos D’ Assumpcao No: 181-187 Centro Comerica, Brilhantismo 12 Andar T,
Macau, SAR. It has the requisite power and authority to own its property and to
carry on its business as it is now being conducted. Doowell has made all filings
and is in good standing in the jurisdiction of its incorporation and in each
other jurisdiction in which the nature of the business it transacts or the
character of property it owns makes such filings necessary.

     

    6.2.2.      Subsidiaries.
Doowell does not own or control, directly or indirectly, any interest or
investment (whether equity or debt) in any corporation, association,
partnership, business, trust, or other entity.

     

    6.2.3.      Requisite
Authority.
Doowell has requisite power and authority to execute and deliver this Agreement
and any other instrument or agreement required under this Agreement, and to
perform and observe the terms and provisions of this Agreement and of all such
other instruments, and agreements.

     

    6.2.4.      Necessary
Corporate Action.
All corporate action by Doowell and its directors or stockholders, necessary for
the authorization, execution, delivery, and performance of this Agreement and
any other instrument or agreement required under this Agreement, has been duty
taken.

     

    6.2.5.      Authority
of Officers. The
officers of Doowell executing this Agreement and any other instrument or
agreement required under this Agreement have been duly appointed to the office
and are fully authorized to execute the Agreement and any other instrument
required under this Agreement.

     

    6.2.6.      Validity
of Agreement. This Agreement has been duly
executed and delivered by Doowell, and constitutes the legal, valid, and binding
obligation of Doowell, enforceable against it in accordance with its terms and
any other instrument or agreement required under this Agreement when executed
and delivered by Doowell, will similarly constitute the legal, valid, and
binding obligation of Doowell, enforceable against it in accordance with its
terms, except as limited by bankruptcy, insolvency, fraudulent transfer,
reorganization, arrangement, moratorium, marshalling, or other similar laws
relating to or affecting the rights of creditors generally.

     

    6.2.7.      No
Contrary Bylaw, Agreement, or Statute. There is no charter, bylaw,
or capital stock provision of Doowell, and no provision of any indenture or
agreement, written or oral, to which Doowell is a party or under which Doowell
is obligated, nor is there any statute, rule, or regulation, or any judgment,
decree, or order of any court or agency binding on Doowell that would be
violated by the execution and delivery of this Agreement, or any other
instrument or agreement required under this Agreement, or by the performance of
any provision, condition, covenant, or other term of this Agreement or any such
other instrument, or agreement.


    
      
         


      

      
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    6.2.8.      No
Pending Litigation. No litigation, tax claim,
proceeding, or dispute is pending or, to Doowell’s knowledge, threatened against
or affecting Doowell or its property, the adverse determination of which might
affect Doowell’s financial condition or operations or impair Doowell’s ability
to perform its obligations under this Agreement or under any other instrument or
agreement required by this Agreement.

     

    6.2.9.      Shareholders. The ultimate beneficial
shareholder of Doowell is Lam Man Pou (“Doowell Shareholder”).

     

    
      ARTICLE
7

    

    
      AFFIRMATIVE
COVENANTS

    

     

    7.1.        Doowell’s
Affirmative Covenants. Doowell agrees that as long
as this Agreement shall remain in effect, it will, unless GIA waives compliance
in writing:

     

    7.1.1.      Notices. Promptly give written notice
to GTA of:

     

    (a)           All
litigation in which Doowell is named as a defendant when the amount claimed is
Hong Kong Dollars Five Million (HK $5,000,000) or more;

     

    (b)           Any
substantial dispute that may exist between Doowell and any governmental
regulatory body or law enforcement authority;

     

    (c)           Arty
proposal by any public authority to acquire Doowell’s assets or
business;

     

    (d)           Any
other matter that has resulted or might result in a material adverse change in
Doowell’s financial condition or operations.

     

    7.1.2.      Corporate
Existence.
Maintain and preserve its corporate existence and all rights, privileges,
licenses, trade names, franchises, and other rights necessary for the conduct of
its business; conduct its business in an orderly manner, without voluntary
interruption; maintain its chief executive office in Macao, SAR, where it is now
maintained; and maintain its corporate existence as a British Virgin Islands
corporation.

     

    7.1.3.      Taxes and
Assessments. Pay
and discharge, before they become delinquent and before penalties accrue on
them, all taxes, assessments, and governmental charges on or against Doowell or
any of its businesses, except to the extent and as long as the same are being
contested in good faith and by appropriate proceedings so as not to cause any
materially adverse effect on Doowell’s financial condition.


    
      
         


      

      
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    7.1.4.       Insurance. Maintain public liability
insurance with coverage of up to U.S Dollars Five Million ($5,000,000) and such
other insurance as is reasonable and necessary consistent with normal business
practices in South Korea.

     

    7.1.5.       Accounts
and Records.
Maintain adequate books, accounts, and records to document the gaming activities
conducted in the VIP Gaming Room, and permit employees or professional advisors
of GIA at any reasonable time to inspect the said books, accounts and records to
the extent that GIA is required by applicable laws, rules and regulations to
provide the same to governmental authorities.

     

    7.1.6.       List of
Managers and Employees. Append to this Agreement as
Exhibit 3
a complete list of Doowell’s managers and employees, including personal
identification of each person and their employment position, and update such
list whenever there is a change thereto.

     

    7.2.        GIA’s
Affirmative Covenents. GIA agrees that as long as
this Agreement shall remain in effect, it will, unless Doowell waives compliance
in writing

     

    7.2.1.      
Notices. Promptly give written notice
to Doowell of:

     

    (a)           All
litigation in which GIA is named as a defendant when the amount claimed is Hong
Kong Dollars Fifty Million (HK $50,000,000) or more;

     

    (b)           Any
substantial dispute that may exist between GIA and any governmental regulatory
body or law enforcement authority;

     

    (c)           Any
proposal by any public authority to acquire GIA’s assets or
business;

     

    (d)           Any
other matter that has resulted or might result in a material adverse change in
GIA’s financial condition or operations.

     

    7.2.2.      Corporate
Existence.
Maintain and preserve its corporate existence and all rights, privileges,
licenses, trade names, franchises, and other rights necessary for the conduct of
its business; conduct its business in an orderly manner, without voluntary
interruption; maintain its chief executive office in South Korea, where it is
now maintained; and maintain its corporate existence as a South Korean
corporation.

     

    7.2.3.      Taxes and
Assessments. Pay
and discharge, before they become delinquent and before penalties accrue on
them, all taxes, assessments, and governmental charges on or against GIA or any
of its businesses, except to the extent and as long as the same are being
contested in good faith and by appropriate proceedings so as not to cause any
materially adverse effect on GIA’s financial condition.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    7.2.4.                      Insurance. Maintain public liability
and such other insurance as is reasonable and necessary consistent with normal
business practices in South Korea.

     

    
      ARTICLE
8

    

    
      NEGATIVE
COVENANTS

    

     

    Doowell
covenants and agrees that as long as this Agreement shall remain in effect, and
until all other obligations outstanding under this Agreement are fulfilled,
Doowell will not, without the prior written consent of GIA:

     

    8.1.        Liquidation
or Dissolution. Liquidate or dissolve, or begin any proceeding
therefor.

     

    8.2.        Encumbrances.
Create, incur, assume, or permit to exist any mortgage, deed of trust,
encumbrance, or other lien or encumbrance (including a lien of attachment,
judgment, or execution), or security interest (including the interest of a
conditional seller of goods), securing a charge or obligation, of or on any of
interest in its leasehold interest in the VIP Gaming Room, except:

     

    8.2.1.        8.2(a)
any lien or charge for a tax; assessment, or other governmental charge that is
not delinquent or remains payable without any penalty, or the validity of which
is contested in good faith by appropriate proceedings on stay of execution of
the enforcement of the lien or charge;

     

    8.2.2.        8.2(b) deposits
or pledges to secure (1) statutory obligations; (2) surety or appeal bonds; (3)
bonds for release of attachment, stay of execution, or injunction; or (4)
performance of bids, tenders, contacts (other than for the repayment of borrowed
money), or leases, or for purposes of like general nature in the ordinary course
of Doowell’s business;

     

    8.3.        minor
encumbrances that do not in the aggregate materially detract from the value of
Doowell’s property or assets or materially impair their use in the
operation of the business of Doowell;

     

    8.4.        Sale of
Tangible Assets.
Dispose of any of its tangible assets except in the ordinary course of its
business and for full, fair, and reasonable consideration, or enter into any
sale and leaseback agreement covering any of its fixed or capital assets, or
dispose of its assets as a whole or such part of its assets as in the opinion of
GIA constitutes a substantial portion of its assets;

     

    8.5.        Change of
Shareholders.
Allow any change of control by the Doowell Shareholder; or

     

    8.6.        Third
party Involvement. Allow any third party to
become involved in the daily business or operation of the VIP Gaming Room
without identifying such third party beforehand to GIA and obtaining GIA’s
consent, which shall not be unreasonably withheld, for such party’s
involvement.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    
      ARTICLE
9

    

    
      EVENTS
OF DEFAULT/REMEDIES

    

     

    9.1.  
     Events of
Default. The
occurrence of any of the following events shall constitute an Event of Default
under this Agreement:

     

    9.1.1.     False
Representation or Warranty. Any representation or
warranty by either of the Parties in this Agreement or in any agreement,
instrument, or certificate executed under this Agreement or in connection with
any transaction contemplated by this Agreement is false or misleading in any
material respect when made.

     

    9.1.2.     Judgments. Any material money judgment,
writ or warrant of attachment, or similar process is entered or filed against
either of the Parties or any of its properties or other assets and remains
unvacated, unbonded, or unstayed for a period of thirty (30) days or in any
event later than five days before the date of any proposed sale under the
judgment, writ, or warrant.

     

    9.1.3.     Voluntary
Bankruptcy. Either of the Parties
(a) admits in writing its inability to pay its debts when due; (b) makes an
assignment for the benefit of creditors; (c) applies for or consents to the
appointment of any receiver, trustee, custodian, or similar officer for any
substantial part of its property; (d) institutes (by petition, application, or
otherwise) or consents to any bankruptcy, insolvency, reorganization,
arrangement, readjustment of debt, dissolution, liquidation, or similar
proceedings under the laws of any jurisdiction against such Party herein; or (e)
approves or adopts any resolution or otherwise authorizes action to approve any
of the foregoing.

     

    9.1.4.     Involuntary
Bankruptcy.
Without the Party’s application or consent, (a) a receiver, trustee, custodian,
or similar officer is appointed for such Party or for any substantial part of
its property, or (b) any bankruptcy, insolvency, reorganization, arrangement,
readjustment of debt, dissolution, liquidation, or similar proceedings under the
laws of any jurisdiction is instituted (by petition, application, or otherwise)
against the Party and the appointment or proceedings remain unstayed or
undismissed for a period of 60 days.

     

    9.1.5.     Cross-Default. There occurs an event of
default under any other agreement executed by Doowell in connection With this
Agreement, or either or both of Cheer Echo Limited and Jinark Limited default
under their VIP Junket Agreements with GIA.

     

    9.1.6.     Material
Change. There is
a material adverse change, in either Party’s business or financial
condition.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    9.1.7.     Failure
to Perform Any Other Condition. Either Party fails to
perform any other condition or provision of this Agreement not specifically
referred to in this Article 9 and the failure continues for thirty (30) days
after notice of the failure is given by the other Party to the Defaulting
Party.

     

    9.2.   
    Remedies. Without limiting any rights
or remedies provided for elsewhere in this Agreement or any other instruments or
agreements executed in connection herewith, on the occurrence of an Event of
Default under article 9.1 above that remains uncured (provided that a reasonable
cure period is allowed) this Agreement shall automatically terminate. If Doowell
is the Defaulting Party, then Doowell shall immediately tender possession and
control of the VIP Gaming Room to GIA.

     

    
      ARTICLE
10

    

    
      GENERAL
PROVISIONS

    

     

    10.1.      Notices. Any notice or communication
required or permitted by this Agreement shall be deemed sufficiently given if in
writing and, if delivered personally, when it is delivered; if delivered
electronically though the Internet, when it is received; or, if delivered in
another manner, the earlier of when it is actually received by the Party to whom
it is directed or, if it is sent to the address listed below or to any other
address that the Party may designate for itself by notice given in accordance
with this section, when the period set forth below expires (whether or not it is
actually received):

     

    10.1.1.         If
deposited with the post office, postage prepaid and addressed to the Party to
receive it as set forth below seven (7) days after such deposit as registered or
certified airmail; or

     

    10.1.2.         If
accepted by Federal Express or a similar delivery service in general usage for
delivery to the address of the Party to receive it as set forth below, two (2)
days after the delivery time promised by the delivery service.

     

    If to
GIA:

    


    Gillmann
Investments Asia, Ltd.

    13F PSG
Building

    563-30
Sinsa-dong

    Gangnam-gu,
Seoul 135-120

    South
Korea

    Attention:
Geoffrey McDowell, President & CEO

    Fax
Number: +82-2-517-7128

    E-mail
address: geoff@thegllmanngroup.com

    


    With copies
to:

    


    The
Gillmann Group, Inc.

    2904
Horizon Ridge Parkway, Suite 210

    Henderson,
Nevada 89052


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

    


    U.S.A.

    Attention:
Frederick Gillmann

    Fax
Number: +1-702-734-0157

    E-mail
address: fred@thegillmangroup.com

    
 

    And:

    


    Robert W.
Dziubla Esq.

    Kenworth
Capital, Inc.

    220 West
Grand Avenue

    Escondido,
California 92025

    U.S.A.

    Fax
Number: +1-858-332-1795

    E-mail
address: rdziubla@kenworthcapital.com

    


    If to
Doowell:

    


    Doowell
Limited

    Alameda
Dr. Carlos D’ Assumpcao No: 181-187 Centro Comerica

    Brilhantismo
12 Andar T,

    Macao,
SAR

    Attention:
Mr. Lam Man Pou

    Fax
Number: +(853) 28723426

    E-mail
address: kenny@iktoy. com

    


    With a copy
to:

    


    K. Li
Business Management Ltd.

    Unit
1004, East Town Bldg.

    16
Fenwick Street, Wanchai

    Hong
Kong

    Attention:
Mr. Raymond Li

    Fax
Number: +(852) 2110-9420

    E-mail
address: Raymond@kliassociates.com

    


    10.2.         Successors
and Assigns. The
provisions of this Agreement shall bind and inure to the benefit of the Parties
and their respective successors and assigns, provided that Doowell shall not
assign this Agreement or any of the rights, duties, or obligations of Doowell
under this Agreement without GIA’s prior written -consent, which shall not be
unreasonably withheld. GIA acknowledges that Doowell and its Affiliates intend
to complete a public listing of their businesses on an international stock
exchange. Doowell acknowledges and agrees that GIA shall have the right to
assign and transfer this Agreement to Nasign and that upon such assignment and
transfer Nasign and Doowell shall enter into a substantially identical agreement
substituting Nasign for GIA. GIA represents and warrants that the assignment of
this Agreement to Nasign will be completed before the Casino re-opens for
business. Without Doowell’s consent, which shall not be unreasonably withheld,
Nasign shall not further assign or transfer this Agreement.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

    10.3.      Delay and
Waivers. No delay
or omission to exercise any right, power, or remedy accruing to GIA on any
breach or default of Doowell under this Agreement shall impair any right, power,
or remedy of GIA, nor shall it be construed to be a waiver of any breach or
default, or an acquiescence in breach or default, or waiver of or acquiescence
in any similar breach or default occurring later; nor shall any waiver of any
single breach or default be considered a waiver of any other prior or subsequent
breach or default. Any waiver, permit, consent, or approval of any kind by GIA
of any breach or default under this Agreement, or any waiver by GIA of any
provision or condition of this Agreement, must be in writing and shall be
effective only to the extent specifically set forth in that writing. All
remedies, either under this Agreement or by law or otherwise afforded to GIA,
shall be cumulative and not alternative.

     

    10.4.      Counterparts. This Agreement may be
executed in one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute a single agreement. Facsimile
signatures shall be deemed originals for all purposes.

     

    10.5.      Entire
Agreement. This
Agreement represents the entire agreement between the parties with respect to
the subject matter hereof, and all prior agreements or understandings relating
hereto, written or oral, are superseded hereby.

     

    10.6.      Modification. This Agreement may not be
orally canceled, changed, modified or amended, and no cancellation, change,
modification or amendment shall be effective or binding unless in writing and
signed by all the parties hereto.

     

    10.7.      Governing
Law and Jurisdiction.

     

    10.7.1.        This
Agreement shall be governed by and construed in accordance with the laws of
Korea without giving effect to the conflict of laws principles
thereof.

     

    10.7.2.        Any
dispute, controversy or claim arising out of or in connection with this
Agreement (“Dispute”) shall be first submitted to non-binding mediation in a
venue and forum agreeable to both Parties. If the Parties are unable to reach a
resolution of the Dispute through mediation, then the Dispute shall be submitted
to the exclusive jurisdiction of the Seoul Central District Court located in
Seoul, Korea as the court of first instance.

     

    10.8.       Severability. If any provision of this
Agreement shall for any reason be held invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions hereof shall
not be affected or impaired thereby. In such event, the parties hereto agree
that the provisions of this Agreement shall be modified and reformed so as to
give effect to the original intent of the parties as closely as possible with
respect to the provision that has been held invalid, illegal or
unenforceable.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

    10.9.      Headings. The headings contained in
this Agreement are for reference purposes only and shall not affect the meaning
or interpretation of this Agreement.

     

    10.10.    Confidentiality. Each Party shall treat all
non-public information received from the other Parties or any Affiliate
(“Confidential information”), including the existence and contents of this
Agreement, as Confidential and proprietary and shall not disclose any
Confidential Information to any third parry, other than (i) to governmental
authorities as required by any applicable laws, rules or regulations (including
applicable regulations of a securities exchange) or judicial or administrative
proceedings, (ii) as may be reasonably necessary for the implementation,
performance or enforcement of this Agreement, or (iii) to advisors, lenders,
purchasers or investors (or prospective lenders, purchasers or investors) and
consultants to, and Affiliates (including their respective officers and
employees), officers and employees of such Party, who are in each case bound by
the same terms of confidentiality or by a duty not to disclose to unauthorized
parties, except for such information as may be publicly available other than as
a result of a breach of this Article 14.10 by such Party.

     

    10.11.    Term.    The
term of this Agreement shall be fifteen (15) years unless earlier terminated
pursuant to the provisions hereof.

     

    IN
WITNESS WHEREOF the parties to this Agreement have executed this Agreement by
their respective duly authorized officers on the day and year first above
written.

     

    
      
        
          
            	
                    Gillmann
      Investments .Asia, Ltd.

                  
	
                    By:

                  
	 	 
	 
      	
                    
                       /s/
      Geoffrey I. McDowell

                    

                  
	 
      	
                    Geoffrey
      I. McDowell

                  
	 
      	
                    President
      & CEO

                  


          

        

      

    

    


    
      
        
          
            	
                    Doowell
      Limited

                  
	
                    By:

                  
	 	 
	 
      	
                    
                       /s/
      Lam Man Pou

                    

                  
	 
      	
                    Lam
      Man Pou

                  
	 
      	
                    Director

                  


          

        

      

    


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    EXHIBIT
1

     

    Glossary
of Defined Terms

     

    Certain
important defined words, appearing with initial capital letters, when used in
the Agreement shall, unless the context otherwise indicates, have the meanings
specified in this Glossary. The singular shall include the plural and the
masculine gender shall include the feminine and neuter, and vice versa, as the
context indicates. Additional terms defined in the text of the Agreement or in
any Exhibits shall have the same definition for all purposes of the Agreement
unless otherwise indicated, notwithstanding that such additional terms are not
defined in this Glossary.

     

    “Affiliate” means, when used
with reference to a specified Person, (i) any Person who directly or indirectly
controls or is controlled by or is under common control with the specified
Person, (ii) any Person who is an officer of, partner in or trustee of, or
serves in a similar capacity with respect to, the specified Person or of which
the specified Person is an officer, partner or trustee, or with respect to which
the specified Person serves in a similar capacity, and (iii) any Person who,
directly or indirectly, is the beneficial owner of 5% or more of any class of
equity securities of or other ownership interests in the specified Person or of
which the specified Person is directly or indirectly the owner of 5% or more of
any class of equity securities or other ownership interests.

     

    “Agreement” means this VIP
Junket Promotion Agreement, as originally executed and as amended and restated
from time to time, as the context requires, and words such as “herein,”
“hereinafter,” “hereof,” “hereby,” and “hereunder,” when used with reference to
this Agreement, refer to the Agreement as a whole, unless the context otherwise
requires.

     

    “Cash Chips” means naming
chips provided by GIA that can he circulated and used as cash on any gaming
tables in the Casino. The exchange currency for the Cash Chips shall be Korean
Won or such other currency as the parties mutually agree.

     

    “Casino” means the mass floor
gaming facility and VIP Gaming Rooms located on the second floor of the Project
as newly renovated by GIA and operated pursuant to applicable Legal
Requirements.

     

    “Chip Turnover” means the
total value of all gamin’ chips that are wagered within the VIP Gaming
Room.

     

    “Default” means the failure of
a party to fully and faithfully perform its obligations under this Agreement,
including any representations, warranties or covenants or indemnification
obligations, after the expiration of such period, if any, as may be expressly
provided for the cure of a breach or default of the applicable obligation;
provided, however, if no cure period is expressly provided, then a “Default” shall be deemed to
have occurred upon any breach or default of the obligation for which no cure
period is expressly stated.

     

    “Defaulting Party” means a
Party who is in Default as a result of a failure to fully and faithfully perform
any obligations or duties under this Agreement.

     

    “Doowell Management Fee” shall
have the meaning ascribed to it in Article 3.4 of the
Agreement.


    
      
         


      

      
        18

        
          

        

      

      
         


      

    

     

    “Legal Requirements” means all
laws, statutes, ordinances, orders, rules, regulations, permits, licenses,
authorizations, directions and requirements of all governments and governmental
authorities, which now or in the future may be applicable, to the Parties and
the operation of the Casino.

     

    “Net Win” means Chip Turnover
less the sum of winning bets paid out to VIP customers, the Commission, the
Allowance, the Doowell Management Fee, and all applicable local and national
taxes, imposts and levies of any kind.

     

    “Party” means GIA or Doowell
or any other Person who becomes bound by or a signatory to this Agreement, and
the term “Parties” means
and refers to more than one Party, as the context provides.

     

    “Person” means any individual,
partnership, corporation, limited liability company, trust or other
entity.

     

    “Profit Split” shall have the
meaning ascribed to it in Article 3.7 of the Agreement

     

    “Rolling Chips” means a
particular set of chips distributed by GIA to Doowell for the exclusive use of
Doowell’s VIP players on specifically designated VIP gaming tables in the VIP
Gaming Room. The Rolling Chips cannot be exchanged for cash, cheques, cash chips
or other cash equivalents. The exchange currency for the Rolling Chips shall be
Korean Won or such other currency as the parties mutually agree.

     

    “VIP Gaming Room” means the
high-end, exclusive gaming room in the Casino that has been newly constructed by
GIA at its own cost to meet the layout and fit-out standards of Doowell and that
will be exclusively promoted by Doowell pursuant to this Agreement to service
the VIP players sourced and brought to the Casino by Doowell. The VIP Gaming
Room will have from four (4) to six (6) gaming tables dedicated to baccarat
only; provided, however, that the parties may mutually agree in writing to
change either or both of (a) the number of tables or (b) the type of table games
played, in order to address competitive developments in the local gaming
market.

     

    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    EXHIBIT
2

     

    Pro
Forma Calculation of Commissions, Allowances and Profit Split

     

    
      
        
          
            
              
                
                  
                    	
                            (Example
      of VIP Operations

                            Revenue
      Split)

                          	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                            VIP
      OPERATION

                            PROJECTIONS
      VEGAS

                            CASINO,
      JEJU ISLAND

                            SOUTH
      KOREA

                          	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	
                            Per Month

                          	 	 	
                            Per Year

                          	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	
                            $HK
      per room

                          	 	 	
                            $HK
      Total

                          	 	 	
                            $USD

                          	 	 	
                            $USD

                          	 
	
                            Chip
      Turnover per Room

                          	 	 	 	 	$	1,000,000,000	 	 	$	1,000,000,000	 	 	 	 	 	 	 
	
                            Number
      of Rooms

                          	 	 	3	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                            Total
      Turnover

                          	 	 	 	 	 	 	 	 	 	$	3,000,000,000	 	 	 	 	 	 	 
	
                            Win
      & (Hold % on Game)

                          	 	 	3	%	 	$	30,000,000	 	 	$	90,000,000	 	 	$	138,461,531	? 	 	$	138,461,538	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                            VIP
      JUNKET PROMOTER

                          	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                            Commission

                          	 	 	1.60	%	 	$	16,000,000	 	 	 	48,000;000	 	 	$	73,846,15	 	 	$	73,846,154	 
	
                            F&B
      and transport allowence

                          	 	 	0.20	%	 	$	2,000,000	 	 	 	6,000,000	 	 	 	9,230,769	? 	 	 	9,230,769	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                            Total Win (after
      commission and allowences) pre
      fax and pre management fee

                          	 	 	 	 	 	$	12,000,000	 	 	$	36,000,000	 	 	$	55,384,61	? 	 	$	55,384,615	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                            Fee
      @$700000Hk per Month per Room

                          	 	 	 	 	 	$	700,000	 	 	$	2,100,000	 	 	$	3,230,76	? 	 	$	3,230,769	 
	
                            Total
      of Expenses(before tax)

                          	 	 	 	 	 	 	 	 	 	 	 	 	 	$	86,307,69	 	 	$	86,307,692	 
	
                            Government
      Tax 10% of Gross Win

                          	 	 	 	 	 	$	3,000,000	 	 	$	9,000,000	 	 	 	13,846,15	 	 	 	13,846,154	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                            NET
      VIP OPERATIONS WIN

                          	 	 	 	 	 	 	 	 	 	 	 	 	 	$	38,307,89	?	 	$	38,307,692	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                            PROFIT
      SPLIT

                          	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                            GIA

                          	 	 	60	%	 	 	 	 	 	 	 	 	 	$	22,984,61	?	 	$	22,984,615	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                            Doowell

                          	 	 	40	%	 	 	 	 	 	 	 	 	 	$	15,323,07	?	 	$	15,323,077	 
	
                            Plus
      Management Fee

                          	 	 	 	 	 	 	 	 	 	 	 	 	 	$	3,230,751	
                            ?

                          	 	$	3,230,769	 
	
                            Total

                          	 	 	 	 	 	 	 	 	 	 	 	 	 	$	18,553,84	?	 	$	18,553,846	 


                  

                

              

            

          

        

      

    


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    EXHIBIT
3

     

    List
of Doowell’s Managers and Employees

     

    [To be
provided by Doowell]


    
      
         


      

      
        21