MEMORANDUM
      OF UNDERSTANDING

    


    KNOW
      BY
      ALL MEN BY THESE PRESENTS:

    


    This
      memorandum of understanding ("MOU") made and entered into by and
      between:

    


    Essential
      Environmental Products (International) Limited 

    7865
      Edmonds Street, Burnaby, British Columbia, Canada, V3N 1B9

    


    hereinafter
      referred to as "EEPI"

    


    and

    


    Orientrends,
      Inc. 

    a
      corporation organized and existing under the laws of Philippines, with principal
      office address at 112 H.V. dela Costa St., Salcedo Village, Makati City,
      represented in this act by Mr. Raul F. Bautista

    hereinafter
      referred to as the "ORIENTRENDS"

    


    WITNESSETH:

    


    Whereas,
      EEPI has acquired the distribution rights for Ultimate ME2 product that has
      been
      specifically formulated for fuel enhancement catalysts for heavy duty diesel
      internal combustion engines, turbines, locomotives, open combustion furnaces
      and
      boilers, power generating and marine diesel engines, hereinafter called the
      "Product".

    


    Whereas,
      it is desirable and necessary that the parties herein define and adopt certain
      agreements that will govern their business relationships.

    


    NOW
      THEREFORE, for
      and inconsideration
      of the foregoing premises
      and of the reciprocal covenants and undertakings of the parties herein
      contained, the parties hereby agree and stipulate as follows:

    


    	1.  	
            EEPI
              owns the worldwide distribution rights and network marketing rights
              with
              respect to fuel additive called "Ultimate
              ME2".

          


    


    	2.  	
            EEPI
              has assigned the transshipment and distribution in the Philippines
              of the
              Product to Orientrends, Inc.

          


    


    


    	3.  	
            The
              pricing or transfer pricing scheme of the product from EEPI to
              Orientrends, Inc. should be as follows: 

          


    


    The
      base
      price per bottle of Ultimate ME2 shall be of $44.50. Such base price shall
      be
      allocated/distributed:

    
      

      
        	
                Referral
                  fee for the entity in charge

              	$ 	
                3.00
                  per bottle

              	 
	
                Additional
                  commissions

              	$ 	
                7.00
                  

              	 
	
                Cost

              	$ 	
                10.00

              	 
	
                Surplus

              	
                $ 

              	
                 

              	
                24.50

              	 


      



     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    	4.  	
            The
              Surplus or net profit of $24.50 shall be divided equally between EEPI
              and
              Orientrends Inc. 

          


    


    	5.  	
            For
              sales of Ultimate ME2 that transpired under Mr. Roberto Valdez, the
              parties hereby agree to allocate the referral and commissions as
              follows:

          


     

    
      	
              Referral
                fee for the entity in charge

            	$ 	
              3.00
                per bottle

            	 
	
              Additional
                commissions

            	$ 	
              5.00
                

            	 
	
              EEPI

            	$ 	
              2.00*

            	 
	
              *for
                the purpose of balancing the binary payouts that will result from
                Marci
                Steadman's activities.

            	
               

            	
               

            	
               

            	 


    

     

    	6.  	
            All
              transaction shall be done in good faith. No waiver, amendment, or
              modification of this agreement shall be effective unless and until
              made in
              writing and signed by all parties hereto. No waiver, forbearance or
              failure by any party hereto of its right to enforce any provision of
              this
              Agreement shall constitute a waiver or estoppels of such party's right
              to
              enforce any other provision of this Agreement or a continuing waiver
              by
              such party of compliance with any provision.


          


    


    	7.  	
            The
              provisions of this Agreement are intended to be interpreted and construed
              in a manner so as to make such provisions valid, binding and enforceable.
              In the event that any provision of this Agreement is determined to
              be
              partially or wholly invalid, illegal or unenforceable, then such provision
              shall be deemed to be modified or restricted to the extent necessary
              to
              make such provision valid, binding and enforceable, or if such provision
              cannot be modified or restricted in a manner so as to make such provision
              valid, binding and enforceable, then such provision shall be deemed
              to be
              excised from this Agreement and the validity, binding effect and
              enforceability of the remaining provisions of this Agreement shall
              not be
              affected or impaired in any manner.

          


    


    	8.  	
            Each
              part hereto shall cooperate with the other party hereto and shall take
              such further action and shall execute and deliver such further documents
              as may be necessary or desirable in order to carry out the provisions
              and
              purposes of this Agreement.

          


    


    	9.  	
            The
              parties hereto agree that this Agreement may be transmitted by facsimile
              or such similar device and that the reproduction of signatures by
              facsimile or such similar device will be treated as binding as if
              originals and each party hereto undertakes to provide each and every
              other
              party hereto with a copy of the Agreement bearing original signatures
              forthwith upon demand.

          


    


    	10.  	
            This
              Agreement (including the exhibits and schedules hereto, each of which
              is
              incorporated herein and made a part of this Agreement) constitutes
              the
              entire agreement and understanding of the parties hereto and terminates
              and supersedes any and all prior agreements, arrangements and
              understandings, both oral and written, or implied between the parties
              hereto concerning the subject matter of this Agreement. It is also
              agreed
              and understood that if any part of this Agreement is deemed unenforceable,
              all other parts of this agreement.

          


     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF, the
      PARTIES have hereunto set their hands this 31st day of October 2007 at Makati
      City.

    


    


    Essential
      Environmental Products

    (International)
      Limited 

    


    By:
      /s/
      Dori O'Neill  

    


    


    Orientrends
      Inc.

    


    


    By:
      /s/
      Raul F. Bautista