INVESTMENT LETTER

                                       AND

                  MEMORANDUM OF SUBSCRIPTION/PURCHASE AGREEMENT

                                  July 1, 1999






Board of Directors
Han Logistics, Inc.
2475 Robb Drive, #125
Reno, Nevada  89523

Ladies:

     In connection  with the  acquisition by the  undersigned,  Ms. Amee Han, of
2,000,000  shares of common  stock,  $.001  par  value  per share  (the  "Common
Stock"), of Han Logistics, Inc. (the "Company"), in consideration for the sum of
$27,000 in cash, the undersigned  wishes to advise you of her  understanding of,
agreement with and/or representation of, the following:

     These securities are not being registered under the Securities Act of 1933,
as amended (the "Act"), on the ground that this sale is exempt from registration
under  section  4(1) or  section  4(2) of the Act and the Rules and  Regulations
promulgated  thereunder  as not  involving  any public  offering.  The Company's
reliance on such  exemption is predicated in part on the  representation  of the
undersigned  that she is acquiring  such  securities  for investment for her own
account,  with no present intention of dividing her participation with others or
reselling  or  otherwise  distributing  the  same.  These  securities  that  the
undersigned is acquiring are "restricted  securities" as that term is defined in
Rule 144 of the General  Rules and  Regulations  under the Act. The  undersigned
acknowledges  that  she  understands  that the  securities  covered  hereby  are
unregistered  and  must be  held  indefinitely,  unless  they  are  subsequently
registered under the Act or an exemption from such registration is available.

     The undersigned  agrees that any and all certificates,  which may be issued
representing the securities acquired hereunder,  shall contain substantially the
following legend, which the undersigned has read and understands:

     The shares  represented by this  certificate have not been registered under
     the Securities Act of 1933 (the "Act"), and are "restricted  securities" as
     the term is  defined  in Rule 144  under  the Act.  The  shares  may not be
     offered  for sale,  sold or  otherwise  transferred  except  pursuant to an
     effective registration statement under the Act, or pursuant to an exemption
     from  registration  under  the  Act,  the  availability  of  which is to be
     established to the satisfaction of the Company.

         The undersigned  understands  that the above legend on the certificates
would limit their value, including their value as collateral.

<PAGE>

Board of Directors
Han Logistics, Inc.
July 1, 1999
Page 2

     The undersigned  further  acknowledges  that she  understands  that, if the
securities  have  been  held for a period  of at least  one year and if Rule 144
adopted  under  the Act is  applicable  (there  being no  representation  by the
Company that this Rule will be applicable), then she may make only routine sales
of the securities in limited  amounts in a specified  manner in accordance  with
the terms and conditions of the Rule. The undersigned further  acknowledges that
she  understands  that, if Rule 144 is applicable  (no assurance of which can be
made),  she may sell the  securities  without  quantity  limitation in sales not
involving a market maker or through brokerage  transactions only if she has held
the securities for at least two years. In case the Rule is not  applicable,  any
sales  made by the  undersigned  may be made only  pursuant  to other  available
exemption  from  registration  under  the  Act,  or  an  effective  registration
statement.

     The  undersigned  further  acknowledges  that  she is aware  that  only the
Company can file a registration  statement or an offering  statement pursuant to
Regulation A under the Act and that the Company has no obligation to do so or to
take steps necessary to make Rule 144 available to her. The undersigned also has
been advised and acknowledges  that she understands  that, in the event Rule 144
is not available,  the  circumstances  under which she can sell the  securities,
absent registration or compliance with Regulation A, are extremely limited.

     The undersigned further acknowledges and represents to the Company that she
is purchasing the securities for her own account and not as a trustee or nominee
for any other person or persons,  and that the funds or  consideration  invested
are her own. The undersigned further  acknowledges and represents that there are
no  existing  legal  restrictions  applicable  to her that  would  preclude  her
acquisition of the securities for investment purposes, as described hereinabove.
The undersigned  further  represents that she has no present plans to enter into
any contract,  undertaking,  agreement or arrangement for resale,  distribution,
subdivision or fractionalization of the securities purchased hereby.

     The  undersigned   further   acknowledges  that  she  understands  that  an
investment in the Company is extremely  speculative and subject to a high degree
of risk. In this connection,  the undersigned  understands that she may lose her
entire investment in the Company.

     The undersigned further acknowledges and represents to the Company that she
is able  to  bear  the  economic  risk of  losing  her  entire  investment.  The
undersigned  further  acknowledges  and warrants that her overall  commitment to
investments,  which are not readily marketable,  is not  disproportionate to her
net worth and her  investment  in the  securities  will not cause  such  overall
commitment to become excessive.  The undersigned further represents that she has
adequate means of providing for her current needs and personal contingencies and
that she has no need for  liquidity in  connection  with her  investment  in the
securities.

     The undersigned further  acknowledges that she fully understands and agrees
that the  price of the  Company's  securities  acquired  by her was  arbitrarily
determined  without  regard  to any  value of the  securities.  The  undersigned
understands, additionally, that the price of the securities bears no relation to
the value of the  assets or net worth of the  Company or any other  criteria  of
value.  The  undersigned is aware that no  independent  evaluation has been made
with respect to the value of the securities. The undersigned further understands
and agrees  that shares of the Common  Stock of the Company  have been or may in
the future be issued to certain  other persons for a  consideration  that may be
less than the price paid by the undersigned for the securities.

<PAGE>

Board of Directors
Han Logistics, Inc.
July 1, 1999
Page 3

     The undersigned further acknowledges and represents to the Company that the
undersigned is knowledgeable  and experienced in venture capital  investments in
general and, in particular,  with respect to investments similar in nature to an
investment in the Company.  The frequency of the undersigned's prior investments
in stocks (including  restricted stocks), in general, and in a development-stage
companies, in particular, and other investments, of whatever kind, is as follows
(check one in each column):

                                     Restricted   Development-Stage
                            Stocks     Stocks         Companies         Other
                          ---------  ----------   -----------------    -------

        Frequently
                          ---------  ----------   -----------------    -------
        Occasionally
                          ---------  ----------   -----------------    -------
        Never                 X          X               X
                          ---------  ----------   -----------------    -------

     The undersigned further  acknowledges that she is capable of evaluating the
merits and risks of the Company.

     The  undersigned  further  acknowledges  that  she has such  knowledge  and
experience in financial  and business  matters that she is capable of evaluating
the merits and risks of an investment in the Company;  that she has been advised
by the Company to consult with counsel  regarding this investment;  and that she
has relied upon the advice of such counsel,  accountants or other consultants as
she deems necessary with regard to tax aspects,  risks and other  considerations
involved in the  investment.  The  undersigned's  educational  and  occupational
background  that renders her capable of evaluating  the merits and risks of this
investment is as follows:

Undergraduate in logistics at University of Nevada, Reno.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

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     The undersigned has made, or caused to be made, such  investigation  of the
Company,  its  management  and its  operations  as she  considers  necessary and
appropriate to enable her to make an informed decision regarding her investment.

     Prior to making her  investment,  the  undersigned  was presented  with and
acted upon the  opportunity  to ask  questions  of and receive  answers from the
Company and its management  relating to the Company and to obtain any additional
information  necessary to verify the accuracy of the information  made available
to her.

     Prior to making  her  investment,  the  undersigned  made  arrangements  to
conduct such inspection as she deems necessary of the books, records, contracts,
instruments and other data relating to the Company.

<PAGE>

Board of Directors
Han Logistics, Inc.
July 1, 1999
Page 4

     Before acquiring these  securities,  the undersigned was presented with and
understood  the Company's  business  plan,  including,  among other things,  the
nature of the Company, financial reports and management.

     The  undersigned  agrees that,  upon the delivery of  certificates  for her
shares,  the undersigned  will execute and deliver to and for the benefit of the
Company any instruments the Company may require to evidence that the purchase of
her shares is for investment purposes only.

     On the date the undersigned  acquired the  securities,  she had a net worth
of:

                  (XX)     Less than $500,000
                   --
                  (  )     $500,000 - $1,000,000
                   --
                  (  )     $1,000,000 - $3,000,000
                   --
                  (  )     $3,000,000 - $5,000,000
                   --
                  (  )     More than $5,000,000
                   --

     Liquid assets constituted the following percentage of the undersigned's net
worth on the date of acquisition of the securities:

                  (XX)     Less than 1%
                   --
                  (  )     1% - 10%
                   --
                  (  )     10% - 20%
                   --
                  (  )     20% - 50%
                   --
                  (  )     More than 50%
                   --

     The undersigned's approximate net taxable income (after regular deductions)
in each of the two most recent calendar years was:

                  (XX)     Less than $100,000
                   --
                  (  )     $100,000 - $200,000
                   --
                  (  )     $200,000 - $500,000
                   --
                  (  )     $500,000 - $1,000,000
                   --
                  (  )     More than $1,000,000
                   --

     The  undersigned's  approximate  net taxable  income in the current year is
expected to be:

                  (XX)     Less than $100,000
                   --
                  (  )     $100,000 - $200,000
                   --
                  (  )     $200,000 - $500,000
                   --
                  (  )     $500,000 - $1,000,000
                   --
                  (  )     More than $1,000,000
                   --

     Based  upon  the  foregoing,   the  undersigned  hereby   acknowledges  and
understands the high risk and  speculative  nature of the shares of Common Stock
of the Company that she is acquiring and the nature of the management, financial
condition  and all  other  pertinent  factors  regarding  the  Company  and this
investment.  The undersigned  further represents and warrants that she has fully
satisfied herself with respect to the nature of this investment. The undersigned
further  warrants and represents that she has received no assurances of any kind


<PAGE>

Board of Directors
Han Logistics, Inc.
July 1, 1999
Page 5

relative to, nor have there been any representations  made by the Company or any
of its principals or affiliates regarding,  any potential  appreciation in value
of the securities  being acquired by the  undersigned.  The  undersigned  hereby
represents  and warrants that she has  sufficient  knowledge  and  experience in
business and financial matters to evaluate the merits and risks of an investment
of this type. The undersigned  further  represents and acknowledges that she has
made other investments in speculative  businesses and is generally familiar with
"restricted"  securities and she is otherwise  knowledgeable with respect to the
Company and its proposed  operations.  Based upon the foregoing  understandings,
the undersigned hereby reaffirms her acquisition of the securities  described in
this Investment Letter and Memorandum of Subscription/Purchase Agreement.

     The   foregoing   correctly   expresses  the  intent,   understanding   and
acknowledgements of the undersigned.

                                           /s/ Amee Han
                                           -------------------------------------
                                                                        Amee Han


2475 Robb Drive, #125, Reno, Nevada  89523
--------------------------------------------------------------------------------
                                 Current address


###-##-####                                (775) 787-7483
-----------------------------------        -----------------------------------
Social security number                     Current residence telephone number


                                           Not applicable
-----------------------------------        -------------------------------------
Current occupation and/or                  Name of person connected with Han
business position                          Logistics, Inc., with whom conferred
                                           concerning this investment


(775) 722-6033                             Not applicable
-----------------------------------        -------------------------------------
Current business telephone number          Relationship, if any, with the above-
                                           mentioned Company representative


                                           Not applicable
-----------------------------------        -------------------------------------
Current name of business with which        Length of relationship, if any, with
associated                                 the above mentioned Company
                                           representative


Agreed to and accepted this 6th day of June, 2000.


                                            HAN LOGISTICS, INC.


                                           By:  /s/ Kathleen M. Kennedy
                                                --------------------------------
                                                  Kathleen M. Kennedy, Secretary