ex102.htm


     

    Exhibit 
      10.2


    INVESTMENT
      CONTRACT

    September
      28, 2006

    Recital

    


    Beijing
      InfoSure Technology Ltd. was formed in Beijing by a group of experienced
      expertise in China communication and IT businesses, focusing on high-level
      communication and information assurance technology and solution development
      and
      implementation. Beijing InfoSure is about to working with METASwarm to import
      METASwarm’s Essurance system and related technology into China market. Based on
      the system and technology, InfoSure will localize, develop and market Chinese
      versions of the systems and related services in China.

    


    METASwarm
      (Hongkong) Ltd. is a wholly owned subsidiary of METASwarm Corporation,
      specialized in providing communication and information assurance technologies
      and solution in Asia Pacific Region. METASwarm owns a team of world-class
      specialists and engineers in communication and information industries. Beside
      supply product and technology to Beijing InfoSure, METASwarm is looking forward
      to investing in Beijing lnfoSure to further explore such a huge IT market in
      China.

    


    


    
      	 	Chapter
              1 	Parties
              to the Corporation	 


    

                            

    


    
      	
              Clause
                1

            	
              The
                cooperation Parties are as follows,

            


    

    


    
      	
              (a)

            	
              METASwarm
                (Hongkong) Ltd. (hereinafter
                “METASwarm”):

            


    

    


    
      	
            	
              Legal
                address:

            	
              11C Gaylord
                Commercial Building, 114-118 Lockhart Road, WanChai,
                Hongkong.

            


      	 	 	 


      	 	Representative:	Name:     Marvin
              Shannon


      	 	 	Position:   
Chairman
              of
              the board and CEO


      	 	 	Nationality:   American


    

     

    
      	
              (b)

            	
              Bejing
                InfoSure Technology Ltd: (hereinafter “BJ
                InfoSure”)

            


    

     

    
      
        	
              	
                Legal
                  address:

              	
                Room
                  708, Block A, Jia Hua Building, 9 Shangdi Street, 
                  Haidian
                    District, Bejing China

                

              


        	 	 	 


        	 	Representative:	Name:    
Ju
                Hai
                Feng


        	 	 	Position:   
legal
                representative


        	 	 	Nationality:   Chinese


      

       

      
        
          	 	Chapter
                  2	Beijing
                  InfoSure Technology Ltd. 


        

      

       

    

    
      	
              Clause
                2

            	
              Bejing
                InfoSure Technology Ltd., is organized and registered under the
                laws of the People’s Republic of China (“China”) and having its address at
                Room 708, Block A, Jia Jua Building, No. 9 Shangdi Third Street,
                HaiDian
                District, Bejing, China;

            


    

    


    
      	
              Clause
                3

            	
              BJ
                InfoSure is a limited liability company.  The liability of the
                company is limited to the amount of the registered capital of the
                company.  Profits, risks and losses of the Company shall be
                shared by the registered share holders in proportion to their
                contributions to the registered capital of the
                Company.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
      	
              Clause
                4

            	
              The
                total amount of investment and the registered capital of BJ InfoSure
                is
                RMB2,000,000, and will be invested in installments by the share holders
                not later than October 15,
                2006.

            


    

    


    
      	
              Clause
                5

            	
              The
                Business scope of BJ
                InfoSure is based on METASwarm’s Essurance system and
                technology, developing and producing localized applications that
                are
                suitable for China market; promoting and selling these products and
                related services in China market, providing trainings, technical
                support
                and services.

            


    

     

    
      
        	 	Chapter
                3 	METASwarm’s
                Investment 


      

    

    


    
      	
              Clause
                6

            	
              METASwarm
                and all shareholders of BJ InfoSure had held friendly discussion
                and
                consultation, and both agreed to have METASwarm invested in BJ InfoSure
                by
                adopting the following mode and structure to develop China
                market:

            


    

    


    6.1   METASwarm
      and
      the shareholders of BJ InfoSure together will establish
      an     offshore entity — METASwarm
      (China) Ltd. (hereinafter “METASwarm China”) registered in British Virgin
      Island.

    


    6.2  METASwarm
      will invest US$1,280,000 (approx. equivalent to RMB1O millions) to own 90%
      of
METASwarm China while the shareholders of BJ InfoSure will invest US$1.00
      (equivalent to RMB8.00) to own 10% of METASwarmChina.

    


    6.3  METASwarm
      China will then invest RMB 10 million to set up a WFOE (wholly foreign owned
      enterprise, hereinafter “METASwarm WFOE”) in Beijing, China.

     

    6.4  METASwarm
      WFOE,
BJ InfoSure and the
      shareholders of BJ InfoSure will together and separate sign a series
      of
      agreement, including but not limited to “Stock Option Agreement”, “Exclusive
      Technology and Consultation Service Agreement”, “Stock Pledging Agreement”,
“Trade Marks, Domains and Operation Agreement” and etc. to make METASwarm
      WFOE the actual operator of BJ InfoSure and becomes the actual owner and
      final beneficiary of BJ InfoSure.

    


    


    


    
      	
              Clause
                7

            	
              METASwarm
                WFOE will pay to the shareholders of BJ InfoSure for the transfer
                of
                BJ InfoSure all rights
                in accordance with the terms of Clause 6 above based on the
                following formulae:

            


    

    


    


    
      	
               

            	
              7.1

            	
              Pay-back
                of BJ InfoSure
                shareholders investment for the transfer of all right of BJ
                InfoSure to
METASwarmWFOE:

            


    

     

    Actual
      Investment of BJ InfoSure shareholders X 1.5 times

    


    (Based
      on
      the actual amount booked in BJ InfoSure account invested by BJ InfoSure
      shareholders prior to the date of the BJ InfoSure’s shareholders’ receipt of
      METASwarm’s written notice of commencing its investment.)

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

    
      	
            	
              7.2

            	
              Pay-back
                of BJ InfoSure net profit
                generated:

            


    

    


    BJ
      Info
      Sure net profit X 1.5 time

    


    (Based
      on
      the actual net profit booked in BJ InfoSure’s account prior to the date of BJ
InfoSure’s shareholders’
receipt of METASwarm’s written notice of
      commencing its investment, subject to
      an audit report produced by
the auditor acceptable
      to both parties)

    


    


    Remarks:
Net
      Profit =
      Sales Amount —
Sales
      costs —
eligible taxes —
BJ
      InfoSure all expenses during the period

    
 

    
      	 	Chapter
              4	Other
              Terms and Condition of the Investment 


    

     

    
      	
              Clause
                8

            	
              Within
                30 days after the receipt of US$150,000 as the first installment
                of
                Software and Technology Fee
                from BJ InfoSure, METASwarm will deposit US$50,000
                with BJ InfoSure as
                down payment of this investment, and is deductible from METASwarm’s
                total investment stated in Clause
                6.

            


    

    


    
      	
              Clause
                9

            	
              Within
                30 days, from the date of
                signature and effective of agreements stipulated in Clause 6, METASwarm
                shall be responsible for its ultimate IPO (or ready
IPO
then)
                holding company to issue
                100,000 shares of METASwarm group companies
IPO
stocks
                to current BJ InfoSure
                shareholders at Par Value. All subscription fees will be born by
                METASwarm.

            


    

    


    
      	
              Clause
                10  

            	
              METASwarm
                committees to make its ultimate IPO holding company
                to
                issue total 100,000 2-years
                terms stock options at US$0.50 per share to BJ InfoSure shareholders
                per
                the following terms and
                conditions:

            


    

    


    
      	
            	
              10.1

            	
               

              50,000
                Stock Options upon BJ InfoSure obtaining the first sales permit of
                one of
                the Essurance application in China:

            


    

    


    
      	
            	
              10.2

            	
               

              50,000
                Stock Options upon BJ InfoSure signing a sales contract for an amount
                not
                less than RMB I million in China.

            


    

     

    
      	
              Clause
                11

            	
              METASwarm
                agrees that its investment shall be completed within six (6) months
                from
                the date of this contract, unless a written consent for an extension
                obtained from BJ InfoSure
                shareholders.

            


    

    


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      


      
        	 	Chapter
                5 	METASwarm
                China Structure and Management 
	 	 	 	 


      

    

    
      	
              Clause
                12

            	
              The
                board of directors of the overseas METASwarm China comprises of three
                members. Two members are nominated by METASwarm while one member
                is
                nominated by BJ InfoSure shareholders. The term of director is two
                years.
                The Chairman of the board
                will be nominated by
                METASwarm.

            


    

    


    


    


    
      	
              Clause
                13

            	
              Upon
                the completion of agreements signing per Clause 6, BJ InfoSure will
                form a
                management committee comprises of key executives of BJ InfoSure,
                including
                two representatives of the shareholder. The committee shall be responsible
                for constitution of company’s business courses and strategies, setting
                business goal and implementation plan, evaluation and determination
                of
                major businesses and projects, company policies and implementation
                plan,
                recruitment of key management personnel and etc. However, the board
                of
                METASwarm China shall have the right for final decision for BJ InfoSure
                management and operation.

            


    

    
 

    
      	 	Chapter
              6	Confidentiality,
              Non-Disclosure & Non-Competition 


    

     

    
      	
              Clause
                14

            	
              Each
                party hereto agrees to that the terms and conditions of confidentiality,
                non-disclosure and non-competition set forth by this contract shall
                be
                strictly obeyed, those includes but not limited to the
                followings:

            


    

    


    
      	
            	
              14.1

            	
              Each
                party hereto acknowledges that the terms and conditions of this Contract
                shall be considered confidential information and shall not be disclosed
                to
                any third party.

            


    

    


    
      	
            	
              14.2

            	
              Each
                party shall keep confidential and shall not disclose or divulge,
                any
                information
                obtained from the other side, pursuant to financial statements, marketing
                and sales plan, technical information, reports, presentations,
                correspondence, and any other materials provided by the other
                party.

            


    

    


    
      	
            	
              14.3

            	
              Each
                cooperative party hereof warrants and commits to each other that
                not any
                party should be involved in any business that compete or be similar
                to the
                business of the BJ InfoSure directly and/or indirectly in China,
                unless a
                written agreement was obtain from the other
                party.

            


    

     

    
      	 	Chapter
              7	Liability
              for Breach of Contract 


    

     

    
      	
              Clause
                15

            	
              Should
                all or part of the contract be unable to be fulfilled owing to the
                fault
                of one party, the
                party in breach shall bear the liability therefore. Should it be
                the fault
                of both parties, they shall bear their respective liabilities according
                to
                the actual situation.

            


    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    
      	 	Chapter
              8 	Force
              Majeure	 


    

     

     

    
      	
              Clause
                16

            	
              Should
                a Party or both parties be prevented from performing this Contract
                by
                force majeure, such as earthquake, typhoon,
                flood, fire
                and war, strike or other labor disputes and other unforeseen
                events, and their
                happening and consequences are unpreventable and unavoidable, the
                prevented party shall notify the other parties without any delay, and
                within
                fifteen (15) days thereafter provide the detailed information of
                the
                events and a valid document issued by the relevant public notary
                organization for explaining the reason of its inability to perform
                its
                obligations under this Contract in a timely manner. In case of force
                majeure, the prevented party shall be excused from liability for
non-performance of
                its
                obligations under this Contract during the continuance of such
                force majeure.

            


    

    


    


    
      	 	Chapter
              9	Applicable
              Law	 


    

     

    


    
      	
              Clause
                17

            	
              The
                formation of this Contract, its validity, interpretation and execution
                shall be governed by the laws of Hongkong Special Administrative
                Region of
                the People’s Republic of China.

            


    

     

    
      	 	Chapter
              10 	Settlement
              of Disputes 


    

     

    
      	
              Clause
                18

            	
              Any
disputes
                arising out
                of or in connection with this Contract shall be settled through friendly
                consultations between the Parties. In case no settlement is able
                to be
                reached through consultations, the disputes shall be finally settled
                by
                the court of Hongkong Special Administrative Region of China for
                arbitration in accordance with Hongkong
                Law.

            


    

     

    
      	
              Clause
                19

            	
              During
                any arbitration proceedings, this Contract shall be observed and
                enforced
                by the Parties except for the matters in
                dispute.

            


    

     

     

    
      	 	Chapter
              11	Language	 


    

     

    
      	
              Clause
                20

            	
              This
                Contract hereunder shall be written in Chinese and in English, and
                both
                languages are equally authentic.

            


    

    


    


    
      	 	Chapter
              12	Effective
              Date of the Contract and Miscellaneous 


    

    


     

    


     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
 

    
      	
              Clause
                21

            	
              The
                contract shall come into force from the date of signing by authorized
                representatives of both parties.

            


    

    


    
      	
              Clause
                22

            	
              Should
                notices in connection with any party’s rights and obligations be sent by
                either Party B or Party A
                by telegram or telex, etc., a written notice shall be also
                required
                afterwards. The legal addresses of Party B and Party A listed in
                this
                contract shall be the posting
                addresses.

            


    

     

    
      	
              Clause
                23

            	
              There
                are four (4) originals of this Contract and each is with same legal
                effect;

            


    

     

    
 

    
      	(Party
              A):	 	 	(Party
              B):	 
	 	 	 	 	 
	 	 	 	 	 
	
              /s/

            	 	 	
              /s/
                

            	 
	METASwarm
              (Hongkong) Ltd.  	 	 	Beijing
              InfoSure Technology Ltd.	 
	
              Name: Mr.
                Marvin Shannon

            	 	 	
              Name:Mr.
                Ju Hai Feng

            	 
	
              Position:
                Chairman and CEO

            	 	 	
              Position: Legal
                representative

            	 




    


    


    


    


    


    


    


    
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