trilogy capital partners inc.  [LOGO]



                              LETTER OF ENGAGEMENT
                            PERFISANS HOLDINGS, INC.
                                 JANUARY 1, 2004

The following  sets forth the agreement  for the  engagement of Trilogy  Capital
Partners,  Inc.  ("Trilogy")  by the  Perfisans  Holdings,  Inc.  ("PFNH" or the
"Company").

TERM:                      Twelve months,  commencing on execution of agreement,
                           month to month thereafter.

OBJECTIVE:                 The  development  and   implementation  of  a  highly
                           proactive  financial  marketing program. In addition,
                           to the extent necessary,  Trilogy will assist PFNH in
                           Business  Development,  Business Acceleration and any
                           attendant  Corporate  Finance in association with the
                           Company's investment bankers.

THE PROGRAM:               The  financial   marketing  program   structured  and
                           implemented   by  Trilogy  is   designed   to  create
                           extensive financial market and investor awareness for
                           PFNH to drive long-term shareholder support. The core
                           drivers of the program are creating institutional and
                           retail buying in the Company's stock through a highly
                           aggressive  sales and marketing  program  emphasizing
                           technology-driven  communications coupled with 1-to-1
                           selling  and  leveraging   PFNH's  image  to  attract
                           additional   long  term   investors   and  to  create
                           additional   opportunities   in  M&A   and   Business
                           Development.  As share  price is  affected by various
                           factors, no assurance can be given that the marketing
                           program  will result in an increase in the  Company's
                           stock price.

RESPONSIBILITIES:          In  addition to  financial  marketing  and  financial
                           public    relations,    Trilogy   will   assume   all
                           responsibilities  of an in-house  Investor  Relations
                           Officer for PFNH on a full turnkey  basis,  including
                           the   generation   all  corporate   and   shareholder
                           communications,  retail  and  institutional  investor
                           contact and media.  Trilogy will work in  conjunction
                           with  and  under  the  supervision  of the  Company's
                           management,  securities  counsel,  investment bankers
                           and auditors with strict compliance to all securities
                           regulations,  including  Regulation  FD  as  recently
                           promulgated    by   the   Securities   and   Exchange
                           Commission.


<PAGE>

ENGAGEMENT LETTER
JANUARY 1, 2004
PAGE 2...


                                o    Campaign Development and Execution
                                o    Press Announcements: drafting, approval and
                                     distribution
                                o    Database Development and Management
                                o    Image Analysis: recommendations and
                                     implementation
                                o    Messaging: institutional and retail
                                o    Online presentations: drafting and
                                     production responsibilities
                                o    Website Overhaul - installation and
                                     maintenance of auto IR program in
                                     conjunction with vendor
                                o    Strategic Alliances Development
                                o    Email messaging: targets: Retail and
                                     Institutional/Other databases
                                o    Media including Interactives and
                                     PowerPoints
                                o    Direct Mail: shareholder, media, PFNH
                                     relationship universe
                                o    Public Relations
                                o    Capital Conferences

INDEMNIFICATION:           PFNH will indemnify  Trilogy Capital  Partners,  Inc.
                           and affiliates.  PFNH's indemnification of Trilogy is
                           set forth in Exhibit A and attached hereto.

RETAINER:                  $7500  per  month  with  the  first  payment  due  on
                           execution.

MARKETING BUDGET:          PFNH will issue  75,000  unrestricted  common  shares
                           which will be used for financial  marketing  purposes
                           at Trilogy's  discretion.  The 75,000  shares will be
                           deposited  in a fully  dedicated  PFNH  account  with
                           SBI-USA, LLC with information regarding disbursements
                           available on request.

SERVICES/COSTS:            The compensation paid to Trilogy under this agreement
                           will cover all costs for Trilogy personnel.  Customer
                           travel and entertainment costs for Trilogy personnel,
                           in addition to certain  third  party  costs,  will be
                           borne by  PFNH.  Trilogy  will not have the  right or
                           ability to engage any third  parties on PFNH's behalf
                           without  express  written   approval  from  PFNH.  In
                           addition,  Trilogy  will not incur  any  reimbursable
                           costs,  in an  individual  amount of $500 or greater,
                           without express written approval from PFNH.

TERMINATION:               On 30 days notice following the completion of the six
                           month commitment.

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ENGAGEMENT LETTER
JANUARY 1, 2004
PAGE 3...


AGREEMENT                  This letter agreement is binding on the parties until
                           such time as a formal agreement is executed.


AGREED AND ACCEPTED:

PERFISANS HOLDINGS, INC.

By:  /s/ To-Han Lam
     --------------------------

Its: President
     --------------------------



TRILOGY CAPITAL PARTNERS, INC.

By:  /s/ A J Cervantes
     --------------------------

Its: President
     --------------------------

<PAGE>


                                    EXHIBIT A
                           INDEMNIFICATION PROVISIONS

PERFISANS  HOLDINGS,  INC.  (the  "COMPANY")   unconditionally   absolutely  and
irrevocably  agrees to and shall defend,  indemnify  and hold  harmless  Trilogy
Capital  Partners,  Inc.  ("Trilogy")  and  each of its  respective  affiliates,
counsel,   shareholders,   employees,  agents,   representatives,   contractors,
successors and assigns (Trilogy and such persons are collectively referred to as
the "TRILOGY'S  INDEMNIFIED  PERSONS") from and against, and shall reimburse the
Trilogy's  Indemnified  Persons  for,  each and every loss  paid,  imposed on or
incurred by the Trilogy's Indemnified Persons, directly or indirectly,  relating
to,  resulting  from,  or  arising  out of any  inaccuracy  in any  document  or
information provided by the Company or in any representation or warranty made by
the Company,  whether or not the TRILOGY'S INDEMNIFIED PERSONS relied thereon or
had  knowledge  thereof,  or any  breach  or  nonfulfillment  of  any  covenant,
agreement  or other  obligation  of the  Company  under  this  Agreement  or any
agreement or document pursuant hereto.

If any proceeding shall be brought or asserted under these provisions against an
indemnified party or any successor thereto (the "INDEMNIFIED PERSON") in respect
of which  indemnity may be sought under these  provisions  from an  indemnifying
person or any successor  thereto (the  "INDEMNIFYING  PERSON"),  the Indemnified
Person shall give prompt written notice of such  proceeding to the  Indemnifying
Person who shall assume the defense thereof, including the employment of counsel
reasonably  satisfactory  to the  Indemnified  Person,  and the  payment  of all
reasonable  expenses;   provided  that  any  delay  or  failure  to  notify  the
Indemnifying  Person shall relieve the  Indemnifying  Person of its  obligations
hereunder only to the extent, if at all, that it is prejudiced by reason of such
delay or failure.  In no event shall any Indemnified  Person be required to make
any  expenditure  or bring  any  cause of action  to  enforce  the  Indemnifying
Person's  obligations and liability  under and pursuant to the  indemnifications
set forth in these  provisions.  The Indemnified  Person shall have the right to
employ separate  counsel in any of the foregoing  proceedings and to participate
in the defense  thereof,  but the fees and expenses of such counsel  shall be at
the expense of the  Indemnified  Person unless the  Indemnified  Person shall in
good faith determine that there exists actual or potential conflicts of interest
which make representation by the same counsel inappropriate and the Indemnifying
Person refuse to provide  separate  counsel.  In the event that the Indemnifying
Person,  within five days after notice of any such  proceeding,  fails to assume
the defense  thereof,  the Indemnified  Person shall have the right to undertake
the defense, compromise or settlement of such proceeding, for the account of the
Indemnifying  Person,  subject to the right of the Indemnifying Person to assume
the defense of such  proceeding  with  counsel  reasonably  satisfactory  to the
Indemnified  Person at any time  prior to the  settlement,  compromise  or final
determination  thereof by reimbursing  the  Indemnified  Person for all fees and
costs  incurred  to  date.   Anything  in  these   provisions  to  the  contrary
notwithstanding,  the  Indemnifying  Person shall not,  without the  Indemnified
Person's prior written  consent,  settle or compromise any proceeding or consent
to the entry of any judgment with respect to any proceeding;  provided, however,
the  Indemnifying  Person may,  without the  Indemnified  Person's prior written
consent,  settle or  compromise  any such  proceeding or consent to entry of any
judgment with respect to any such Proceeding that requires solely the payment of
money damages by the  Indemnifying  Person and that includes as an unconditional
term thereof,  the release by the claimant or the  plaintiff of the  Indemnified
Person from all liability in respect of such Proceeding.