Unassociated Document


    Franklin
      Towers Enterprises, Inc.

    5
      Ash Drive

    Center
      Barnstead, New Hampshire 03225

    


    


    


    


    November
      26, 2007                        

    


    


    Zhengzhong
      Silkworm Industrial Development Co.

    No.
      8
      Taij Road

    Fuling
      District

    Chongqing,
      China

    


    Re:
      Letter
      of Intent

    


    Gentlemen:

    

      This
        Letter of Intent (this “Agreement”) shall set forth our mutual agreement
        regarding a transaction (the “Transaction”) whereby Franklin Towers Enterprises,
        Inc. or a wholly-owned subsidiary (the “Buyer”) shall acquire certain assets
        from Zhengzhong Silkworm Industrial Development Co. (the “Seller”), including
        without limitation, fixed assets, real estate holdings, intellectual property
        and a long term lease of approximately 15,000 acres of mulberry farms consisting
        of over 120,000,000 mulberry trees, in
        consideration for a purchase price to be mutually agreed upon after the Buyer
        has completed its due diligence investigation of the Seller and its
        assets.
        The
        assets shall be delivered to the Buyer free and clear of any liens and
        encumbrances. 

      


      The
        closing of
        the
        transactions contemplated by this Agreement is subject to the completion
        of the
        due diligence investigation of both parties, the execution and delivery of
        documentation appropriate for the Transaction in form and substance mutually
        acceptable to both parties, consents from the respective boards of directors
        of
        both companies and any third parties and the delivery of audited financial
        statements of the Seller in conformity with the rules and regulations of
        the
        Securities and Exchange Commission. Subject to the forgoing, it is the intent
        of
        the parties that definitive documentation with respect to the Transaction
        be
        executed and delivered and the Closing occur on such date to be mutually
        agreed
        upon by the parties. The parties shall use their best efforts to achieve
        same.



    

    In
      consideration hereof, the Seller shall not, directly or indirectly, through
      any
      director, officer, member, manager, employee, agent, creditor, representative
      or
      otherwise (and each of said parties shall use reasonable efforts to insure
      such
      persons shall not directly or indirectly) (i) solicit, initiate or encourage
      the
      submission of inquiries, proposals or offers from any person or entity relating
      to (x) any business combination with respect to Seller or the business or assets
      of Seller; or (y) the sale of any of the assets and/or securities of Seller
      (an
      "Alternative Transaction"), (ii) enter into or participate in any
      negotiations, or initiate any discussions or continue any discussions initiated
      by others, regarding any Alternative Transaction, or furnish to any other person
      or entity any information with respect to the assets or business of Seller
      or
      its business for the purposes of pursuing a possible Alternative Transaction
      with any other party, or (iii) otherwise participate in, assist, facilitate
      or
      encourage any effort or attempt by any other person or entity to do any of
      the
      foregoing. Seller shall promptly notify the Buyer of any proposal or inquiry
      made to it or any of its directors, officers, members, managers, creditors,
      employees, agents, representatives, or otherwise with respect to any of the
      foregoing.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Except
      as
      required by applicable law, neither party shall disclose nor permit its
      officers, representatives, agents or employees to discuss the existence or
      terms
      of this Agreement to any third party without the prior written consent of the
      other party. 

     

    The
      Seller shall enable the officers, independent certified public accountants,
      counsel, bankers and other representatives of the Buyer access to its
      properties, books, records, personnel, business and other commercial
      relationships, and will fully cooperate in order that the Buyer may have full
      opportunity to make such investigation as it reasonably desires to make of
      the
      Seller and its business.

     

    If
      the
      foregoing accurately sets forth our agreement, please execute where indicated
      below and return a fully executed copy of this Agreement to our attention,
      whereupon this Agreement shall become a valid and binding agreement between
      us.

    


    


    
      	 	
              FRANKLIN
                TOWERS ENTERPRISES, INC.

            
	 	 
	 	 
	 	 
	 	
              By:
                /s/ Kelly
                Fan                                                         
                

            
	 	
              Name: Kelly
                Fan

            
	 	
              Title:  
                President and Chief Executive Officer

            
	 	 
	 	 
	
              AGREED
                AND ACCEPTED:

            	 
	 	 
	
              Zhengzhong
                Silkworm Industrial Development Co.

            	 
	 	 
	 	 
	
              By:
                /s/ Zheng
                Xinzhong                                               
                

            	 
	
                           
                Name: Zheng
                Xinzhong

            	 
	
                           
                Title: Chief Executive Officer