**Exhibit      10.5**

**LOAN        AGREEMENT**

**ASSET        PROTECTION FUND LTD**
** **

**AND:**

**ARCH        MANAGEMENT SERVICES INC.**

**LOAN**

| 1)     | The                  Lender accept to advance an amount of One Hundred Thousand Dollars                  ($100,000.00) (the «Loan») to the Borrower, who accept the said                  advance.                                                                                                                                                                                                                                                                                                                                                                                    |
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| 2)     | The                  present Loan is granted as a monetary advance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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| 3)     | The                  Borrower recognises that the terms and conditions of the Loan are                  for the                  exclusive benefit of the Lender, and the latter may renounce to                  it, in                  whole or in part, at its sole discretion.                                                                                                                                                                                                                                                                                                             |
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| 4)     | If                  the Borrower defaults on any obligation whatsoever in favour of                  the Lender                  and, if at the time of the default, the Lender has not yet paid                  out the                  entire capital amount of the Loan, the Lender may, at its sole                  discretion                  and without prior notice, temporarily delay or definitively cease                  to pay                  out any other amount whatsoever to the Borrower, subject to its                  other                  rights and recourses. |

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**INTERESTS,**
**TERM**
**AND**
**REIMBURSEMENT**

| 5)                                           | The                  interest rate for the Loan will be of 8% year.                                                                                                                                                                                                                                                                                                                          |
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| 6)                                           | Interest                  shall be calculated monthly on the total capital amount, as well                  after as                  before maturity, default or judgment, from the date of full payment.                  Such                  interest rate is determined upon the basis of a three hundred and                  sixty-five (365) day year, the Lender's usual practice. |
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| 7)                                           | The                  term for the Loan shall be of 24 months from date of the disbursement                  (the                  “Loan Term”).                                                                                                                                                                                                                                  |
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| 8)                                           | The                  interests computed as provided in the present above, in the amount                  of                  $666.67/month, shall be payable the first day of each months, starting                  the                  first day following the Disbursement (the “adjustment date”).                                                                          |
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| 9)                                           | All                  the payments required under the terms of the present agreement                  that have                  not been made on schedule shall be subject to the aforesaid interest                  rate                  from the expiry date of all such payments and shall be payable                  on                  demand.                                      |
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| **SERVICES**                                 |
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| 10)                                          | As                  long as it is not in default according to the terms of the present,                  the                  Borrower may reimburse the present Loan by* *anticipation,                  in whole or in part, but for a minimum amount of $25 000 without                  notice                  nor penalty nor compensatory indemnity.                             |
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| **LOCATION                  OF THE PAYMENT** |
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| 11)                                          | Any                  payment to the Lender must be made at the address of the Lender                  or to any                  other location that the Lender may designate in                  writing.                                                                                                                                                                                   |
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| **ASSIGNMENT** **OR** **TRANSFER** |
|                                         |                                                                                                                                                                                                                                                                                                                                                                                         |
| 12)                                          | The                  Borrower shall not assign, transfer, hypothec or otherwise dispose                  of the                  rights it has or may have in relation to the Loan, except as                  following.                                                                                                                                                                    |
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| **TIME**                                     |
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| 13)                                          | Time                  shall be of the essence of this Agreement and the agreement created                  by the                  acceptance thereof.                                                                                                                                                                                                                                       |
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| **DEFAULT** |
|-------------|
|        |   |
| 14)         | The                  Borrower shall be considered in default of any or all of the following                  clauses, without prejudice to any other cases of default stipulated                  in the                  present Agreement or provided for in the                  law: |

*Bankruptcy*
*and*
*Insolvency*
*Act        *

**LOSS**
**OF**
**THE**
**BENEFIT**
**OF**
**THE**
**TERM**

| 15)                                         | In                  all cases of default, the Borrower will lose the benefit of the                  term and                  the Lender may demand, without a demand letter or notice, the immediate                  payment of his claim, in principal, interest, costs and incidental                  costs                  and exercise, at his sole discretion, any of the remedies provided                  for by                  law.                                                                                                                                                              |
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| 16)                                         | Exercise                  by the Lender of any of his rights in accordance with this Agreement                  or                  with the law does not prevent him from exercising any other right                  he                  possesses.                                                                                                                                                                                                                                                                                                                                                            |
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| **DESERTION** **OF** **REMEDIES** |
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| 17)                                         | No                  act or omission on the Lenders part shall be construed as a desertion                  of                  his rights in accordance with the present Agreement or a permission                  to act                  in a manner contrary to the present stipulations, unless consented                  to in                  writing.                                                                                                                                                                                                                                                  |
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| **INDIVISIBILITY**                          |
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| 18)                                         | All                  of the Borrower's Obligations resulting from the present Agreement                  are                  indivisible and their execution may be required in whole from each                  of the                  heirs or person held to this.                                                                                                                                                                                                                                                                                                                                          |
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| **SPECIAL                  DECLARATION**    |
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| 19)                                         | Before                  entering into the present Agreement, the Borrower has obtained                  a copy of                  the present Agreement and has benefited from all the necessary                  time to                  consider its terms and conditions.                                                                                                                                                                                                                                                                                                                                   |
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| 20)                                         | The                  Borrower has read all the clauses of the present Agreement and                  has had the                  occasion to request any explanations on the nature and the scope                  of said                  clauses, such explanations having been provided either by the Lender                  or by                  its legal counsel; furthermore, the Borrower recognises that any                  external                  cause to which the present Agreement refers to, was expressly brought                  to                  its attention and satisfies it. |
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| **ELECTION                  OF DOMICILE**             |
|-------------------------------------------------------|
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| 21)                                                   | Any                  notice given to the Borrower shall be sent at the last address                  provided in                  writing to the Lender. If the Lender does not find the Borrower                  at this                  address, the may serve or produce any notice or communication addressed                  to                  him at the office of the Superior Court of the District of Montreal                  where                  the Borrower has elected domicile. |
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| **BORROWER’S                  REPRESENTATIONS** |
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| 22)                                                   | The                  Borrower warrants and represents to the Lender that: |
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| 23)                                                   | The                  Borrower has not received nor has have any knowledge of any notice,                  letter                  of demand, demand, writ or proceeding whatsoever accusing him of                  any                  violation whatsoever to any law, regulation or order, from any                  governmental authority having jurisdiction and there does not exist,                  at                  the date of the present, against the Borrower, any judicial proceeding                  or                  otherwise, nor any impending litigation, the outcome of which could                  materially and unfavourably affect the Borrower or the Property;                  the                  Borrower, at the date of the present, is not in default in regards                  to any                  judgement, decision, order, injunction or decree of any court or                  arbitrator, or in regards to any agreement or to any important                  contract. |
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| 24)                                                   | The                  fact that the Borrower complies with the provisions of the present                  Agreement does not constitute an infraction to any agreement, commitment                  or contract to which it is or will become part or bound by or a                  failure to                  conform to them. |
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| **SPECIAL                  PROVISIONS**               |
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| 25)                                                   | The                  Parties have expressively requested that the present be written                  in                  English. Les parties ont expressément demandées que les présentes soient                  rédigées en anglais. |

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**IN        WITNESS WHEREOF THE PARTIES HAVE SIGNED THE PRESENT AGREEMENT AT THE PLACE        AND        DATE HEREBY.**

|   | At_________,                  this October 20, 2006 |
|--------|-----------------------------------------------------|
|   | By:                                                 | /s/James                  Pak Chui Leung |
|   | James                  Pak Chui Leung, President    |
|   | Representative of the                  Borrower     |
|   |                                                |   |
|   | At_________,                  this October 20, 2006 |
|   | By:                                                 | /s/David                  Dowse |
|   | David                  Dowse, Director              |
|   | Representative                  of the Lender.      |

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