Unassociated Document


    EXHIBIT
      10.18

    


    EQUITY
      TRUST AGREEMENT

    


    


    This
      Equity
      Trust Agreement
      (hereinafter the “Agreement”),
      is
      entered into and effective this 20th day of May, 2005, by and between Yi Wan
      Group, Inc., a Florida corporation (the “Company”) on the one hand and
Minhong
      Cen,
      an
      individual and citizen of the People’s Republic of China (“PRC”), whose address
      is No. 29 Lianyun Lu, Daliang District, Shunde City, Guangdong Province, China,
      Chen Hong, an individual and citizen of the PRC, whose address is No. 53
      Zhanqian Lu, Jiefang District, Jiaozuo City, Henan Province, China and Cheng
      Wan
      Ming, an individual and citizen of the PRC, whose address is No. 11 Lianyun
      Erlu, Daling District, Shunde City, Guangdong Province, China (Minhong
      Cen,
      Chen
      Hong and Cheng Wan Ming collectively referred to as the “Trustees”), with
      reference to the following facts:

     

    RECITALS:

    


    WHEREAS,
      the
      Company wishes to form and capitalize Yi Wan Zhengzhou Restaurants Management,
      Ltd. (“Yi Wan Zhengzhou”), a company registered in Zhengzhou, PRC, engaged in
      the business of restaurants operation and to have the equity interest of Yi
      Wan
      Zhengzhou held in trust by the Trustees;

    


    WHEREAS,
      the
      Company has transferred RMB 3,010,000 to the Trustees and the Trustees used
      such
      proceeds to form and capitalize Yi Wan Zhengzhou and are holding the equity
      interest of Yi Wan Zhengzhou (the “Equity Interest”) 10% in the name of
Minhong
      Cen,
      10% in
      the name of Chen Hong and 80% in the name of Cheng Wan Ming;

    


    WHEREAS,
      as a
      condition to receiving and holding the Equity Interest in trust for the Company,
      the Trustees have agreed to grant the Company the rights set forth in this
      Agreement; 

    


    WHEREAS,
      the
      Trustees are directors of the Company and has consented to act under this
      Agreement for the purposes provided herein.

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and the agreements, provisions and promises
      contained herein, and for valuable consideration, the receipt and sufficiency
      of
      which are hereby mutually acknowledged and confessed, the parties to this
      Agreement (hereinafter collectively called the “parties”
      and
      individually “party”)
      agree
      as follows:

    


    AGREEMENT:

    


    
      	
            	1.	
              ESTABLISHMENT
                OF TRUST.
                

            


    

     

    (a)  
      Equity
      Interest To Be Held In Trust.
      The
      Trustees hereby agree to hold the Equity Interest in trust for the benefit
      of
      the Company pursuant to the terms of this Agreement until the termination of
      this Agreement. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)  
      Acknowledgement
      of Delivery of Equity Interest.
      The
      Trustees hereby acknowledge and accept delivery of the Equity Interest to be
      held for the benefit of the Company. 

     

    (c)  
      Stock
      Adjustments.
      In the
      event that, during the term of this Agreement, any reclassification,
      readjustment, or other change is declared or made in the capital structure
      of
      the Yi Wan Zhengzhou, all new substituted and additional equity interests with
      voting rights (hereinafter, collectively or severally, the “Additional Interests”)
      issued
      or granted with respect to the Equity Interest by reason of any such change
      shall also be held by the Trustee subject to the terms of this Agreement in
      the
      same manner as the Equity Interest.

     

    
      	
            	2.	
              RIGHTS
                & RESTRICTIONS WITH RESPECT TO EQUITY
                INTEREST.

            


    

     

    (a)  
      Voting
      Rights.
      Contemporaneous to entering into this Agreement, the Trustees shall grant
      irrevocable proxies to exercise all voting rights as an equity holder of Yi
      Wan
      Zhengzhou in the form attached hereto as Exhibit “A” (the “Proxy”).

     

    (b)  
      Restrictions
      on Transfer.
      The
      Trustees shall have no authority to sell, pledge, hypothecate, encumber or
      otherwise dispose of the Equity Interest except as authorized by the Company.
      Any attempt to transfer the Equity Interest without authorization by the Company
      shall be a breach of this Agreement and as soon as practicable after such
      breach, the Trustee shall cause to be transferred, issued and delivered to
      the
      Company applicable certificates representing the Equity Interest, properly
      endorsed to the Company.

     

    (c)  
      Notices,
      Dividends and Distributions.
      The
      Trustees shall forward to the Company all notices, reports, statements and
      other
      communications received from Yi Wan Zhengzhou. The Trustee shall distribute
      to
      the Company or its designee, promptly upon receipt, all dividends and other
      payments or distributions received from Yi Wan Zhengzhou with respect to the
      Equity Interest. 

    


    (d)  
      No
      Compensation to Trustees.
      The
      Trustees shall receive no additional compensation for the Trustees’ services
      under this Agreement but the Company shall promptly reimburse the Trustees
      for
      expenses actually incurred in performing duties hereunder after presentation
      to
      the Company of receipts for such expenses.

    


    (e)  
      Liability
      of Trustees.
      The
      Trustees shall not be liable for any error of judgment or mistake of fact or
      law, or for any action or omission under this Agreement, except for the
      Trustees’ own willful misconduct or gross negligence. The Trustees may consult
      with legal counsel, and any action or omission undertaken by the Trustees in
      good faith in accordance with the opinion of legal counsel shall be binding
      and
      conclusive on the parties.

    


    
      	
            	3.	
              TERM
                OF AGREEMENT.

            


    

     

    (a)  
      Events
      of Termination.
      This
      Agreement shall terminate automatically upon the earlier of:

     

    (i) The
      Company or its designated assignee can legally take position of the Equity
      Interest under the laws of the PRC and the Company has chosen to so take
      position of the Equity Interest; 

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (ii) The
      material breach by any one of the Trustees of his obligations under this
      Agreement;

    


    (iii) Upon
      5
      days notice at any time by the Company.

    


    (b)  
      Transfer
      of Equity Interest to Company.
      As
      soon
      as practicable after the termination of this Agreement, the Trustees shall
      cause
      to be transferred, issued and delivered to the Company applicable certificates
      representing the Equity Interest, properly endorsed for transfer to the Company.
      

     

    (c)  
      Resignation,
      Death, Termination or Incapacity of Trustee.
      In the
      event of: (i) the resignation as trustee; (ii) death of one of the Trustees;
      (iii) termination of one of the Trustees as an employee, director or officer
      of
      the Company or its subsidiaries; or (iv) incapacity of one of the Trustees,
      the
      Company may appoint and cause a transfer of the Equity Interest to a successor
      trustee to hold the Equity Interest for the benefit of the Company and may
      appoint any another person, including the other Trustee, for the sole purpose
      of
      accomplishing the above described transfer.

    


    
      	
            	4.	
              FILING,
                INSPECTION RIGHTS.

            


    

     

    A
      duplicate of this Agreement shall be filed with Yi Wan Zhengzhou and shall
      be
      open for inspection on the same conditions as the Company’s record of
      shareholders.

    


    
      	
            	5.	
              REPRESENTATIONS
                AND WARRANTIES

            


    

     

    (a)  
      The
      Company represents and warrants that it is a corporation registered and validly
      existing under the laws of the State of Florida in the United States. The
      Company has full right, power and all necessary approvals and authorizations
      to
      execute and perform this Agreement. This Agreement shall constitute the legal,
      valid and binding obligations of the Company, which is enforceable against
      the
      Company in accordance with its terms upon its execution.

     

    (b)  
      Each
      of
      the Trustees represent and warrant to the Company that: (i) Yi Wan Zhengzhou
      is
      a limited liability company registered and validly existing under the laws
      of
      the PRC and the Trustees are holding title to 100% of Yi Wan Zhengzhou for
      the
      benefit of the Company; (ii) has full right, power and all necessary and
      appropriate approval and authorization to execute and perform this Agreement;
      (iii) the execution and the performance of this Agreement will not contravene
      any provision of law applicable to the Trustees or any other contractual
      restrictions binding on or affecting the Trustees; and (iv) this Agreement
      shall
      constitute the legal and valid obligations of each of the Trustees, which is
      enforceable against the Trustees in accordance with its terms upon its
      execution. 

    


    
      	
            	6.	
              MISCELLANEOUS.

            


    

     

    (a)  
      Cooperation.
      Each
      party agrees, without further consideration, to cooperate and diligently perform
      any further acts, deeds and things and to execute and deliver any documents
      that
      may from time to time be reasonably required to consummate, evidence, confirm
      and/or carry out the intent and provisions of this Agreement, all without undue
      delay or expense. 

    
       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      (b)  
        Interpretation
        and Enforcement.

    

     

    (i)  
      Applicable
      Law.
      THIS
      AGREEMENT AND THE RIGHTS AND REMEDIES OF EACH PARTY ARISING OUT OF OR RELATING
      TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, EQUITABLE REMEDIES) SHALL
      BE
      SOLELY GOVERNED BY, INTERPRETED UNDER, AND CONSTRUED AND ENFORCED IN ACCORDANCE
      WITH INTERNAL LAWS OF THE STATE OF FLORIDA, WITHOUT REGARD TO CONFLICTS OF
      LAWS
      PRINCIPLES AS IF THIS AGREEMENT WERE MADE, AND AS IF ITS OBLIGATIONS ARE TO
      BE
      PERFORMED, WHOLLY WITHIN THE STATE OF FLORIDA. 

     

    (ii)  
      Consent
      to Jurisdiction.
      ANY
      ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL, SUBJECT
      TO PARAGRAPH
      6(c)
      OF THIS AGREEMENT PERTAINING TO ARBITRATION, BE FILED IN AND HEARD AND LITIGATED
      SOLELY BEFORE THE STATE COURTS OF CALIFORNIA LOCATED WITHIN THE COUNTY OF
LOS
      ANGELES.
      EACH PARTY GENERALLY AND UNCONDITIONALLY ACCEPTS THE EXCLUSIVE JURISDICTION
      OF
      SUCH COURTS AND WAIVES ANY DEFENSE OR RIGHT TO OBJECT TO VENUE IN SAID COURTS
      BASED UPON THE DOCTRINE OF “FORUM NON CONVENIENS”. EACH PARTY IRREVOCABLY AGREES
      TO BE BOUND BY ANY JUDGEMENT RENDERED THEREBY IN CONNECTION WITH THIS
      AGREEMENT.

     

    (iii)  
      Waiver
      of Jury Trial. EACH
      PARTY HEREBY WAIVES SUCH PARTY’S RESPECTIVE RIGHT TO A JURY TRIAL OF ANY CLAIM
      OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. EACH PARTY
      ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO THE OTHER PARTY TO
      ENTER INTO THE TRANSACTION CONTEMPLATED HEREBY, THAT EACH PARTY HAS ALREADY
      RELIED UPON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH PARTY
      WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR FUTURE DEALINGS. EACH PARTY
      WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH SUCH
      PARTY’S LEGAL COUNSEL, AND THAT SUCH PARTY HAS KNOWINGLY AND VOLUNTARILY WAIVED
      ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
      COUNSEL.

     

    (iv)  
      Specific
      Performance and Injunctive Relief.
      EACH
      PARTY ACKNOWLEDGES THAT THE OTHER PARTY HERETO MAY, AS A RESULT OF SUCH PARTY’S
      BREACH OF ITS COVENANTS AND OBLIGATIONS UNDER THIS AGREEMENT, SUSTAIN IMMEDIATE
      AND LONG-TERM SUBSTANTIAL AND IRREPARABLE INJURY AND DAMAGE WHICH CANNOT BE
      REASONABLY OR ADEQUATELY COMPENSATED BY DAMAGES AT LAW. CONSEQUENTLY, EACH
      PARTY
      AGREES THAT IN THE EVENT OF SUCH PARTY’S BREACH OR THREATENED BEACH OF ITS
      COVENANTS AND OBLIGATIONS HEREUNDER, THE OTHER NON-BREACHING PARTY SHALL BE
      ENTITLED TO OBTAIN EQUITABLE RELIEF, IN ADDITION TO ANY OTHER REMEDY PROVIDED
      BY
      LAW OR EQUITY, INCLUDING, WITHOUT LIMITATION, ENFORCEMENT OF ALL OF THE
      PROVISIONS OF THIS AGREEMENT BY SPECIFIC PERFORMANCE AND/OR TEMPORARY,
      PRELIMINARY AND/OR PERMANENT INJUNCTIONS ENFORCING ANY OF SUCH NON-BREACHING
      PARTY’S RIGHTS, REQUIRING PERFORMANCE BY THE BREACHING PARTY, OR ENJOINING ANY
      BREACH BY THE BREACHING PARTY, ALL WITHOUT PROOF OF ANY ACTUAL DAMAGES THAT
      HAVE
      BEEN OR MAY BE CAUSED TO SUCH NON-BREACHING PARTY BY SUCH BREACH OR THREATENED
      BREACH AND WITHOUT THE POSTING OF BOND OR OTHER SECURITY IN CONNECTION
      THEREWITH. THE PARTY AGAINST WHOM SUCH ACTION OR PROCEEDING IS BROUGHT WAIVES
      THE CLAIM OR DEFENSE THEREIN THAT THE PARTY BRINGING THE ACTION OR PROCEEDING
      HAS AN ADEQUATE REMEDY AT LAW AND SUCH PARTY SHALL NOT ALLEGE OR OTHERWISE
      ASSERT THE LEGAL POSITION THAT ANY SUCH REMEDY AT LAW EXISTS. EACH PARTY AGREES
      AND ACKNOWLEDGES (A) THAT THE TERMS OF THIS PARAGRAPH ARE FAIR, REASONABLE
      AND
      NECESSARY TO PROTECT THE LEGITIMATE INTERESTS OF THE OTHER PARTY; (B) THAT
      THIS
      WAIVER IS A MATERIAL INDUCEMENT TO THE OTHER PARTY TO ENTER INTO THE TRANSACTION
      CONTEMPLATED HEREBY, (C) THAT THE OTHER PARTY HAS ALREADY RELIED UPON THIS
      WAIVER IN ENTERING INTO THIS AGREEMENT, AND (D) THAT EACH PARTY WILL CONTINUE
      TO
      RELY ON THIS WAIVER IN THEIR FUTURE DEALINGS. EACH PARTY WARRANTS AND REPRESENTS
      THAT SUCH PARTY HAS REVIEWED THIS PROVISION WITH SUCH PARTY’S LEGAL COUNSEL, AND
      THAT SUCH PARTY HAS KNOWINGLY AND VOLUNTARILY WAIVED ITS RIGHTS FOLLOWING
      CONSULTATION WITH LEGAL COUNSEL.

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (v)  
      Attorneys’
      Fees and Costs.
      If any
      party institutes or should the parties otherwise become a party to any Action
      or
      Proceeding based upon or arising out of this Agreement including, without
      limitation, to enforce or interpret this Agreement or any provision hereof,
      or
      for damages by reason of any alleged breach of this Agreement or any provision
      hereof, or for a declaration of rights in connection herewith, or for any other
      relief, including equitable relief, in connection herewith, the prevailing
      party
      in any such action or proceeding shall be entitled to receive from the
      non-prevailing party as a cost of suit, and not as damages, all costs and
      expenses of prosecuting or defending the action or proceeding, whichever the
      case may be, including, without limitation, reasonable attorneys’ and other
      professional fees such as engineering or accounting fees incurred by the
      prevailing party in connection with such action or proceeding.

     

    (vi)  
      Definitions.
      The
      term “Action or Proceeding”
      shall
      mean and include actions, proceedings, suits, arbitrations (if required or
      permitted under this Agreement or consented to by the parties), appeals and
      other similar proceedings. The term “prevailing party”
      shall
      mean the party who is determined to prevail by the Court after its consideration
      of all damages and equities in the action or proceeding, whether or not the
      action or proceeding proceeds to final judgment. In determining whether a party
      is the prevailing party the Court shall consider as an element of its
      determination the costs and expenses of the parties, including attorneys’ fees
      and other fees, which are the subject of this Paragraph
      6.
      The
      Court shall retain the discretion to determine that no party is the prevailing
      party in which case no party shall be entitled to recover its costs and expenses
      under this Paragraph
      6.
      The
      term “attorneys’ and other fees”
      shall
      mean and include attorneys’ fees, accountants’ fees, fees of other
      professionals, witness fees (including experts engaged by the parties, but
      excluding shareholders, officers, employees or partners of the parties), and
      any
      and all other similar fees incurred in the prosecution or defense of the action
      or proceeding. The term “costs and expenses”
      shall
      mean and include the cost to take depositions, the cost to arbitrate this
      dispute, if applicable, and the costs and expenses of travel and lodging
      incurred with respect to the action or proceeding, provided, however, the party
      incurring said travel and lodging expense must ordinarily travel over one
      hundred (100) miles, one way, from his or her residence in incurring such
      expense.

     

    (c)   
      Arbitration.

     

    (i)  
      Jurisdiction.
      The
      parties hereby agree to submit all controversies, claims and matters of
      difference to arbitration in Los
      Angeles
      County,
      California, according to the rules and practices of the American Arbitration
      Association from time-to-time in force, except to the extent that such rules
      and
      practices are inconsistent with the provisions of this Paragraph
      6(c).
      This
      submission and agreement to arbitrate shall be specifically enforceable. Without
      limiting the generality of the foregoing, the following shall be considered
      controversies for this purpose: (A) all questions relating to the breach of
      any
      obligation, warranty, right or condition hereunder; (B) the failure of any
      party
      to deny or reject a claim or demand of any other party; and (C) any question
      as
      to whether the right to arbitrate a certain dispute exists. Arbitration may
      proceed in the absence of any party if written notice (pursuant to the American
      Arbitration Association’s rules and regulations) of the proceedings has been
      given to such party. The parties agree to abide by all awards rendered in such
      proceedings. Such awards shall be final and binding on all parties to the extent
      and in the manner provided by California statute. All awards may be filed with
      the clerk of the district court in the county in which the residence or
      principal office of a non-prevailing party is located, as a basis of judgment
      and of the issuance of execution for its collection and, at the election of
      the
      party making such filing, with the clerk of one or more other courts, state
      or
      federal, having jurisdiction over the party against whom such an award is
      rendered or such party’s property.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (ii)  
      Selection
      of Arbitrator.
      The
      parties shall mutually agree upon one (1) arbitrator who shall be selected
      pursuant to the rules of the American Arbitration Association. 

     

    (iii)  
      Application
      of Law; Scope of Powers; Written Decision.
      The
      arbitrator(s) shall apply such principles of law as hereinabove provided in
      Paragraph
      6(b)
      of this
      Agreement relating to application of law, and shall endeavor to decide the
      controversy as though they were judges in such court of law. The arbitrator(s)
      shall have the power to issue any award, judgment, decree or order of relief
      that a court of law or equity could issue under such applicable law including
      but not limited to, money damages, specific performance, or injunctive relief;
      and for such purposes it is hereby expressly acknowledged and agreed that
      damages at law will be an inadequate remedy for a breach or threatened breach
      of
      any provision of this Agreement, it being the intention of this sentence to
      make
      clear the agreement of the parties hereto that the respective rights and
      obligations of the parties hereto hereunder shall be enforceable in any
      arbitration proceedings in accordance with principles of equity as well as
      of
      law. The arbitrator(s) shall prepare a written decision that will be supported
      by written findings of fact and conclusions which adequately set forth the
      basis
      of the arbitrator(s)’ decision and which cite the statutes and precedents
      applied and relied upon in reaching said decision. The award, judgment, decree
      or order, and the findings of the arbitrator(s), shall be final, conclusive
      and
      binding upon the parties hereto, and the judgment upon the award and enforcement
      of any other judgment, decree or order of relief granted by the arbitrator(s)
      may be entered or obtained in any court of competent jurisdiction upon the
      application of any party to the dispute. This agreement to arbitrate shall
      be
      self-executing without the necessity of filing any action in any court and
      shall
      be specifically enforceable under the prevailing arbitration law.

     

    (d)  
      Entire
      Agreement/No Collateral Representations. EACH
      PARTY EXPRESSLY ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT: (i) IS THE FINAL,
      COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT OF THE PARTIES AGREEMENT
      WITH
      RESPECT TO THE SUBJECT MATTER HEREOF, (ii) SUPERSEDES ANY PRIOR OR
      CONTEMPORANEOUS PROMISES, ASSURANCES, GUARANTEES, REPRESENTATIONS,
      UNDERSTANDINGS, CONDUCT, PROPOSALS, CONDITIONS, COMMITMENTS, ACTS, COURSE OF
      DEALING, WARRANTIES, INTERPRETATIONS OR TERMS OF ANY KIND, ORAL OR WRITTEN
      (HEREINAFTER COLLECTIVELY CALLED THE “PRIOR AGREEMENTS”),
      AND THAT ANY SUCH PRIOR AGREEMENTS ARE OF NO FORCE OR EFFECT EXCEPT AS EXPRESSLY
      SET FORTH HEREIN, AND (iii) MAY NOT BE VARIED, SUPPLEMENTED OR CONTRADICTED
      BY
      EVIDENCE OF SUCH PRIOR AGREEMENTS, OR BY EVIDENCE OF SUBSEQUENT ORAL
      AGREEMENTS.
      Any
      agreement hereafter made shall be ineffective to modify, supplement or discharge
      the terms of this Agreement, in whole or in part, unless such agreement is
      in
      writing and signed by the party against whom enforcement of the modification,
      supplement or is sought.

     

    (e)  
      No
      Reliance Upon Prior Representation.
      Each
      party acknowledges that no other party has made any oral representation or
      promise to such party which representation or promise would induce such party
      prior to executing this Agreement to change its position to its detriment,
      partially perform, or part with value in reliance upon such representation
      or
      promise; such party acknowledges that it has taken such action at its own risk;
      and such party represents that it has not so changed its position, performed
      or
      parted with value prior to the time of its execution of this
      Agreement.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (f)  
      Waiver.
      No
      breach of any agreement or provision herein contained, or of any obligation
      under this Agreement, may be waived, nor shall any extension of time for
      performance of any obligations or acts be deemed an extension of time for
      performance of any other obligations or acts contained herein, except by written
      instrument signed by the party to be charged or as otherwise expressly
      authorized herein. No waiver of any breach of any agreement or provision herein
      contained shall be deemed a waiver of any preceding or succeeding breach
      thereof, or a waiver or relinquishment of any other agreement or provision
      or
      right or power herein contained.

     

    (g)  
      Remedies
      Cumulative.
      The
      remedies of each party under this Agreement are cumulative and shall not exclude
      any other remedies to which such party may be lawfully entitled.

     

    (h)  
      Severability.
      If any
      term or provision of this Agreement or the application thereof to any person
      or
      circumstance shall, to any extent, be determined to be invalid, illegal or
      unenforceable, then the performance of the offending term or provision (but
      only
      to the extent its application is invalid, illegal or unenforceable) shall be
      excused as if it had never been incorporated into this Agreement, and the
      remaining part of this Agreement (including the application of the offending
      term or provision to persons or circumstances other than those as to which
      it is
      held invalid, illegal or unenforceable) shall not be affected thereby and shall
      continue in full force and effect to the fullest extent provided by law.


     

    (i)  
      Time
      is of the Essence.
      It is
      expressly understood and agreed that time of performance is strictly of the
      essence with respect to each and every term, condition, obligation and provision
      hereof and that the failure to timely perform any of the terms, conditions,
      obligations or provisions hereof by any party shall constitute a material breach
      of and a non-curable (but waivable) default under this Agreement by the party
      so
      failing to perform.

     

    (j)  
      Effect
      Upon Successors and Assigns.
      All of
      the representations, warranties, covenants, conditions and provisions of this
      Agreement shall be binding upon and shall inure to the benefit of each party
      and
      such party’s respective heirs, executors, administrators, legal representatives,
      successors and/or assigns, whichever the case may be (hereinafter collectively
      called “Permitted Successors”).

     

    (k)  
      No
      Third Party Beneficiary.
      Notwithstanding anything else herein to the contrary, the parties specifically
      disavow any desire or intention to create a “third party” beneficiary contract,
      and specifically declare that no person or entity, save and except for the
      parties or their Permitted Successors, shall have any rights hereunder nor
      any
      right of enforcement hereof.

     

    (l)  
      Construction.
      The
      headings used in this Agreement are for convenience and reference purposes
      only,
      and shall not be used in construing or interpreting the scope or intent of
      this
      Agreement or any provision hereof. References to this Agreement shall include
      all amendments or renewals thereof. All cross–references in this Agreement,
      unless specifically directed to another agreement or document, shall be
      construed only to refer to provisions within this Agreement, and shall not
      be
      construed to be referenced to the overall transaction or to any other agreement
      or document. As used in this Agreement, each gender shall be deemed to include
      each other gender, including neutral genders or genders appropriate for
      entities, if applicable, and the singular shall be deemed to include the plural,
      and vice versa, as the context requires.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (m)  
      Notices.
      Unless
      otherwise specifically provided in this Agreement, all notices, demands,
      requests, consents, approvals or other communications (hereinafter collectively
      and severally called “Notices”)
      required or permitted to be given hereunder, or which are given with respect
      to
      this Agreement, shall be in writing, and shall be given by personal delivery,
      telegraph or by express mail, Federal Express, DHL or other similar form of
      nationally recognized airborne/overnight delivery service (which forms of Notice
      shall be deemed to have been given upon delivery), or by telex or facsimile
      transmission (which forms of Notice shall be deemed delivered upon confirmed
      transmission), or by mailing in the United States mail by registered or
      certified mail, return receipt requested, postage prepaid (which forms of Notice
      shall be deemed to have been given upon the third {3rd} business day following
      the date mailed). Each party, and their respective counsel, hereby agree that
      if
      Notice is to be given hereunder by such party’s counsel, such counsel may
      communicate directly with all principals, as required to comply with the
      foregoing notice provisions. 

     

    Notices
      shall be addressed to the appropriate party as set forth in the introductory
      paragraph of this Agreement, or to such other address as the receiving party
      shall have specified most recently by like Notice, with a copy to the other
      parties hereto. Any Notice given to the estate of a party shall be sufficient
      if
      addressed to the party as provided in this Paragraph
      6(m).

     

    (n)  
      Counterparts.
      This
      Agreement may be executed in two (2) or more counterparts, each of which shall
      be deemed an original, and all of which together shall constitute but one and
      the same instrument, binding on all parties hereto. Any signature page of this
      Agreement may be detached from any counterpart of this Agreement and reattached
      to any other counterpart of this Agreement identical in form hereto but having
      attached to it one or more additional signature pages.

     

    (o)  
      Execution
      by All Parties Required to be Binding.
      This
      Agreement shall not be construed to be an offer and shall have no force and
      effect until this Agreement is fully executed by all parties
      hereto.

     

    WHEREFORE,
      the
      parties hereto have executed this Agreement on the dates and at the places
      written below.

     

    (SIGNATURES
      FOLLOW)

    
       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

     

    WHEREFORE,
      the
      parties hereto have for purposes of this Agreement executed this Agreement
      in
      the City of Jiaozuo, People’s Republic of China, as of the date first
      hereinabove set forth.

     

    
      	 	 	 
	THE
              COMPANY:	
              Yi
                Wan Group, Inc.,

              a Florida corporation

            
	 
 	 
 	 
 
	 	By:  	/s/ Cheng
              Wan Ming
	 	
              

            
	 	
              Cheng
                Wan Ming

              President & Chief Executive
                Officer

            


    

     

    
      	TRUSTEES:  	 	 
	 	 	 
	 	/s/ Cheng
              Wan Ming
	 	
              

            
	 	Cheng Wan Ming
	 	 
	 	 
	 	/s/ Minhong Cen
	 	
              

            
	 	Minhong Cen
	 	 
	 	 
	 	/s/ Chen Hong
	 	
              

            
	 	Chen Hong
	 	 


    

     

    Acknowledgement
      of Yi Wan Zhengzhou Restaurant Management, Ltd.

    


    The
      undersigned has received a copy of this Agreement and confirms that Yi Wan
      Zhengzhou Restaurants Management, Ltd. shall abide by its terms and
      conditions.

    
       

      
        	 	 	 
	 	
                
                  Yi
                    Wan Zhengzhou Restaurant Management, Ltd.,

                   a
                    PRC limited liability company

                

              
	 
 	 
 	 
 
	 	By:  	/s/ Wang
                Jun
	 	
                

              
	 	
                Name: 
                  Wang Jun

                Title:  General
                  Manager

              


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    

    


    Exhibit
      “A”

    


    Proxy

    


    


    PROXY

    


    
      	Principal:	
              Cheng
                Wan Ming

            


    

    
      	ID
              Number:	
              440623610722061
                

            


    

    
      	Address:	
              No.11
                Lianyun Erlu, Daliang District, Shunde City,

              Guangdong Province,
                China

            


    

     

    
      	Agent:	
              Cheng
                Wan Qing

            


    

    
      	ID
              Number:	
              440623196910010619

            


    

    
      	Address:	
              No.29
                Lianyun Lu, Daliang District, Shunde City, 

              Guangdong Province,
                China

            


    

    


    The
      undersigned, Cheng Wan Ming, being a citizen of the People’s Republic of China
      (“PRC”), hereby grants an irrevocable proxy to Cheng Wan Qing to exercise all
      voting rights as a shareholder of Yi
      Wan
      Zhengzhou Restaurants Management Ltd. (“Yi
      Wan
      Zhengzhou”),
      including without limitation rights to appoint directors, the general manager
      and other officers of Yi Wan Zhengzhou during shareholders’ meetings of Yi Wan
      Zhengzhou within the term of this Proxy.

    


    The
      proxy
      granted hereby shall be conditioned upon Cheng Wan Qing being a PRC citizen
      and
      an employee, officer or director of Yi Wan Group, Inc. (the “Group”) or Jiaozuo
      Yi Wan Hotel Co., Ltd. (“Jiaozuo Yi Wan”) and shall be subject to the Group’s
      consent. Once Cheng Wan Qing ceases to be an employee, officer or director
      of
      the Group or Jiaozuo Yi Wan, or the Group delivers a written notice to the
      undersigned requesting a termination of this proxy, the undersigned shall revoke
      the proxy granted hereunder immediately and grant the rights and powers provided
      hereunder to another PRC citizen employed and designated by the
      Group.

    


    In
      exercising the rights and powers provided hereunder, Cheng Wan Qing shall act
      with due care and diligence pursuant to this proxy and applicable laws, shall
      indemnify and keep the undersigned harmless from any loss or damage caused
      by
      any action in connection with the exercise of any rights provided hereunder
      (unless such loss or damage is caused by any intentional or material negligent
      actions of the undersigned), and shall otherwise be legally and economically
      liable to the undersigned and Yi Wan Zhengzhou.

    


    The
      term
      of this Proxy shall be 10 years from the execution date of this Proxy. Unless
      with written consent by the undersigned to terminate the proxy thirty (30)
      days
      in advance, the term of this proxy shall be automatically be renewed for another
      year.

     

    
      	 	 	 
	 
 	 
 	 
 
	 	/s/ Cheng
              Wan Ming
	 	
              

            
	 	Cheng Wan Ming
	 	May 20, 2005
	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    PROXY

    
 

    
      
        	Principal:	
                Minhong
                  Cen

              


      

      
        	ID
                Number:	
                440623196206110624

              


      

      
        	Address:	
                No.29
                  Lianyun Lu, Daliang District, Shunde City,

                Guangdong Province,
                  China

              


      

       

      
        	Agent:	
                Yingliu
                  You

              


      

      
        	ID
                Number:	
                440623410506041

              


      

      
        	Address:	
                No.172
                  Huagai Lu, Daliang District, Shunde City,

                Guangdong Province,
                  China

              


      

      




    The
      undersigned, Minhong Cen, being a citizen of the People’s Republic of China
      (“PRC”), hereby grants an irrevocable proxy to Yingliu You to exercise all
      voting rights as a shareholder of Yi
      Wan
      Zhengzhou Restaurants Management Ltd. (“Yi
      Wan
      Zhengzhou”),
      including without limitation rights to appoint directors, the general manager
      and other officers of Yi Wan Zhengzhou during shareholders’ meetings of Yi Wan
      Zhengzhou within the term of this Proxy.

    


    The
      proxy
      granted hereby shall be conditioned upon Yingliu You being a PRC citizen and
      an
      employee, officer or director of Yi Wan Group, Inc. (the “Group”) or Jiaozuo Yi
      Wan Hotel Co., Ltd. (“Jiaozuo Yi Wan”) and shall be subject to the Group’s
      consent. Once Yingliu You ceases to be an employee, officer or director of
      the
      Group or Jiaozuo Yi Wan, or the Group delivers a written notice to the
      undersigned requesting a termination of this proxy, the undersigned shall revoke
      the proxy granted hereunder immediately and grant the rights and powers provided
      hereunder to another PRC citizen employed and designated by the
      Group.

    


    In
      exercising the rights and powers provided hereunder, Yingliu You shall act
      with
      due care and diligence pursuant to this proxy and applicable laws, shall
      indemnify and keep the undersigned harmless from any loss or damage caused
      by
      any action in connection with the exercise of any rights provided hereunder
      (unless such loss or damage is caused by any intentional or material negligent
      actions of the undersigned), and shall otherwise be legally and economically
      liable to the undersigned and Yi Wan Zhengzhou.

    


    The
      term
      of this Proxy shall be 10 years from the execution date of this Proxy. Unless
      with written consent by the undersigned to terminate the proxy thirty (30)
      days
      in advance, the term of this proxy shall be automatically be renewed for another
      year.

     

    
      
        	 	 	 
	 	/s/ Minhong Cen
	 	
                

              
	 	Minhong Cen
	 	May 20, 2005
	 	 


      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    PROXY

     

    
      
        
          	Principal:	
                  Chen
                    Hong

                


        

        
          	ID
                  Number:	
                  410107196510241538

                


        

        
          	Address:	
                  No.
                    53 Zhanqian Lu, Jiefang District, Jiaozuo City,

                  Henan Province,
                    China

                


        

         

        
          	Agent:	
                  Yingliu
                    You

                


        

        
          	ID
                  Number:	
                  440623410506041

                


        

        
          	Address:	
                  No.172
                    Huagai Lu, Daliang District, Shunde City,

                  Guangdong Province,
                    China

                


        

         

        The
          undersigned, Chen Hong, being a citizen of the People’s Republic of China
          (“PRC”), hereby grants an irrevocable proxy to Yingliu You to exercise all
          voting rights as a shareholder of Yi
          Wan
          Zhengzhou Restaurants Management Ltd. (“Yi
          Wan
          Zhengzhou”),
          including without limitation rights to appoint directors, the general manager
          and other officers of Yi Wan Zhengzhou during shareholders’ meetings of Yi Wan
          Zhengzhou within the term of this Proxy.

      

    

    


    The
      proxy
      granted hereby shall be conditioned upon Yingliu You being a PRC citizen and
      an
      employee, officer or director of Yi Wan Group, Inc. (the “Group”) or Jiaozuo Yi
      Wan Hotel Co., Ltd. (“Jiaozuo Yi Wan”) and shall be subject to the Group’s
      consent. Once Yingliu You ceases to be an employee, officer or director of
      the
      Group or Jiaozuo Yi Wan, or the Group delivers a written notice to the
      undersigned requesting a termination of this proxy, the undersigned shall revoke
      the proxy granted hereunder immediately and grant the rights and powers provided
      hereunder to another PRC citizen employed and designated by the
      Group.

    


    In
      exercising the rights and powers provided hereunder, Yingliu You shall act
      with
      due care and diligence pursuant to this proxy and applicable laws, shall
      indemnify and keep the undersigned harmless from any loss or damage caused
      by
      any action in connection with the exercise of any rights provided hereunder
      (unless such loss or damage is caused by any intentional or material negligent
      actions of the undersigned), and shall otherwise be legally and economically
      liable to the undersigned and Yi Wan Zhengzhou.

    


    The
      term
      of this Proxy shall be 10 years from the execution date of this Proxy. Unless
      with written consent by the undersigned to terminate the proxy thirty (30)
      days
      in advance, the term of this proxy shall be automatically be renewed for another
      year.

     

    
      
        	 	 	 
	 	/s/ Chen Hong
	 	
                

              
	 	Chen Hong
	 	May 20,
                2005