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EXHIBIT 10.1
   
   1.
    
    The Company hereby engages the Advisor on an exclusive basis to provide financial advisory
services to the Company concerning the strategic development of the Companys business,
including assisting to develop a business strategy to maximize international investor interest
and to raise at least US$20 million in new capital for the GroupThe Company will promptly inform the Advisor of any material development relating to the
Company or any of its subsidiary companies which occurs during the term of the Advisors
engagement hereunder.2.
    
    As compensation for the services rendered by the Advisor hereunder, the Company shall pay the
Advisor as follows:
 (a)
    
    A Retainer Fee of US$40,000 per month until the earlier of either: (i) closing or
(ii) termination of 6 months from date of commencement of assignment. However, if the
Company shall revise its business strategy, then the period of the assignment and
retainers may be extended upon mutual agreement. The Retainer Fee shall be payable 50%
in cash, and 50% in the Companys shares at average price of last 30 days prior to date
of the signing of the Agreement.(b)
    
    A Success Fee of 3.0% on the initial US$20 million of capital commitments
received from investors and 4.0% on the amount of capital commitments in excess of US$20
million received from investors. The Success Fee shall be payable in cash unless
otherwise agreed in writing by the Company and the Advisor.(c)
    
    If the Advisor provides any additional investment banking services to the
Company, then the Company shall pay to the Advisor additional fees to be mutually agreed
upon based on standard industry fees for the services rendered.




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3.
    
    The Company shall reimburse the Advisor for its reasonable expenses (including professional
fees and disbursements) incurred during the period of its engagement hereunder with respect to
the services to be rendered by it up to a maximum cap of US$5,000 per month unless otherwise
approved on a prior basis by the Company. The Advisor shall submit invoices for such
reimbursable expenses and the Company shall pay such expenses within 15 days of receipt of
such invoices.4.
    
    The Company shall:
 (a)
    
    indemnify the Advisor and hold it harmless against any and all losses, claims,
damages or liabilities to which the Advisor may become subject arising in any manner out
of or in connection with the rendering of services by the Advisor hereunder, unless it
is finally judicially determined that such losses, claims, damages or liabilities
resulted directly from the gross negligence or wilful misconduct of the Advisor; and(b)
    
    reimburse the Advisor immediately for any legal or other expenses reasonably
incurred by it in connection with investigating, preparing to defend or defending, or
providing evidence in or preparing to serve or serving as a witness with respect to, any
lawsuits, investigations, claims or other proceedings arising in any manner out of or in
connection with the rendering of services by the Advisor hereunder (including, without
limitation, in connection with the enforcement of this Agreement and the indemnification
obligations set forth herein); provided, however, that in the event a final judicial
determination is made to the effect specified in subparagraph 4(a) above, the Advisor
will remit to the Company any amounts reimbursed under this subparagraph 4(b).
 The Company agrees that the indemnification and reimbursement commitments set forth in this
paragraph 4 shall apply whether or not the Advisor is a formal party to any such lawsuits,
claims or other proceedings and that such commitments shall extend upon the terms set forth
in this paragraph to any controlling person, affiliate, director, officer, employee or agent
of the Advisor (each, with the Advisor, an Indemnified Person). The Company further agrees
that, without the Advisors prior written consent, which consent will not be unreasonably
withheld, it will not enter into any settlement of a lawsuit, claim or other proceeding
arising out of the transaction contemplated by this Agreement unless such settlement includes
an explicit and unconditional release from the party bringing such lawsuit, claim or other
proceeding of all Indemnified Persons.The Company further agrees that the Indemnified Persons are entitled to retain separate
counsel of their choice in connection with any of the matters in respect of which
indemnification, reimbursement or contribution may be sought under this Agreement, provided
that, in connection with any one action or proceeding, the Company shall not be responsible
for the fees and expenses of more than one separate law firm in any one jurisdiction for all
Indemnified Persons.5.
    
    The Company and the Advisor agree that if any indemnification or reimbursement sought
pursuant to the preceding paragraph 4 is finally judicially determined to be unavailable for a
reason other than the gross negligence or wilful misconduct of the Advisor, then, whether or
not the Advisor is the Indemnified Person, the Company and the Advisor shall contribute to the
losses, claims, damages, liabilities and expenses for which such indemnification or
reimbursement is held unavailable (i) in such proportion as is appropriate to reflect the
relative benefits to the Company on the one hand, and the Advisor on the other hand, in
connection with the transactions to which such indemnification or reimbursement relates, or
(ii) if the allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect




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not only the relative benefits referred to in clause (i) but also the relative faults of the
Company on the one hand, and the Advisor on the other hand, as well as any other equitable
considerations; provided, however, that in no event shall the amount to be contributed by the
Advisor pursuant to this paragraph exceed the amount of the fees actually received by the
Advisor hereunder.
 6.
    
    Except as stipulated by the terms hereof or as required by applicable law or pursuant to an
order entered or subpoena issued by a court of competent jurisdiction, the Advisor shall keep
confidential all material non-public information provided to it by the Company and shall not
disclose such information to any third party, other than such of its employees and advisors as
the Advisor determines to have a need to know.7.
    
    Except as required by applicable law, any advice to be provided by the Advisor under this
Agreement shall not be disclosed publicly or made available to third parties without the prior
approval of the Advisor, and accordingly such advice shall not be relied upon by any person or
entity other than the Company.8.
    
    The term of the Advisors engagement hereunder shall extend from the date hereof until
terminated as set forth below. Subject to the provisions of paragraphs 2 through 7 and
paragraphs 9 through 12, which shall survive any termination or expiration of this Agreement
(including by operation of the preceding sentence), (a) the Company may terminate the
Advisors engagement hereunder at any time by giving the Advisor at least [60 days] prior
written notice and (b) the Advisor may resign from its engagement hereunder by giving the
Company at least 30 days prior written notice.9.
    
    Nothing in this Agreement, expressed or implied, is intended to confer or does confer on any
person or entity other than the parties hereto or their respective successors and assigns, and
to the extent expressly set forth herein, the Indemnified Persons, any rights or remedies
under or by reason of this Agreement or as a result of the services to be rendered by the
Advisor hereunder. The Company further agrees that neither the Advisor nor any of its
controlling persons, affiliates, directors, officers, employees or agents shall have any
liability to the Company or any person asserting claims on behalf of or in right of the
Company for any losses, claims, damages, liabilities or expenses arising out of or relating to
this Agreement or the services to be rendered by the Advisor hereunder, unless it is finally
judicially determined that such losses, claims, damages, liabilities or expenses resulted
directly from the gross negligence or wilful misconduct of the Advisor.10.
    
    The Advisor has a referral arrangement with Morgan Stanley Dean Witter Asia (Singapore) Pte
(Morgan Stanley) under which Morgan Stanley will share in the fees paid by the Company.
However, the Advisor is not an affiliate of, or otherwise connected with, Morgan Stanley and
is acting entirely independently from Morgan Stanley. Accordingly, the Company acknowledges
that it is engaging the Advisor as a principal and agrees that neither Morgan Stanley nor any
of its affiliates shall have any liability (whether direct or indirect, in contract or tort or
otherwise) to the Company for or in connection with the proposed Transaction or the referral
of the Advisor to the Company if relevant). Morgan Stanley shall have the right under the
Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce this provision.11.
    
    The invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provisions of this Agreement, which shall remain in
full force and effect.12.
    
    This Agreement may not be amended or modified except in writing signed by each of the parties
and shall be governed by and construed and enforced in accordance with the laws of Singapore.




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