JOINT VENTURE INVESTMENT AGREEMENT

Green Leaf Appliances Inc.
1 Haidian Avenue
Beijing 100080 China

JOINT VENTURE INVESTMENT AGREEMENT

On this 23th day of September 2003, Mr. ##### and Mr. MA, representing their Groups (shown below) agree as follows:

1. To form a new Joint Venture Company to be called Green Leaf Appliances (PRC) Inc. and its Chinese equivalent having its headquarters in Beijing at: ## ## ##### ## Street in Haidian District with postal code 100### and telephone number +86 10 #### ####.
   
   

2. This Agreement is contingent upon the Joint Venture Company accepting investment proceeds through Mr. MA by March 15, 2004; the first 500,000 US dollars (for 17.5% ownership) by June 15, 2004, the second 500,000 US dollars (for an additional 17.5% for a total of 35% - post-dilution) by June 15, 2004; if no proceeds are accepted, this Agreement has no effect whatsoever and will become completely void on June 16, 2004 with the acceptance or rejection of any proceeds being at Mr. #####'s sole discretion. The registration process of the Joint Venture will start immediately upon the acceptance of the first acceptance of proceeds.
   
   

3. That Mr. ##### can and will contribute all the necessary intellectual property (patents and know-how) necessary to produce and sell the "Flagship" and subsequent products which he has designed, including, as follows:
   
   

   1. Pending Patent: Engineered "Flagship" item; Registration No. 99######.0; Publication No. CN ####### A,

   2. Granted Patent: "Flagship" item; Design Patent No. ## 99######.5

4. That Mr. ##### will contribute all useable inventory, licenses, and equipment for the manufacture of the initial batch of approximately 3,000 "Flagship" product units.
   
   

5. That Mr. ##### will enumerate all the liabilities that must be assumed by this venture including amount, date incurred, and terms (amounts and times and/or conditions) by which they can be paid or postponed.
   
   

6. That, in any calendar year that revenues exceed 100,000,000 RMB, the Joint Venture will engage an American Accounting firm operating in China to audit the financial condition.
   
   

7. That the Joint Venture Common Stock Ownership will be divided as shown below the signatures of Mr. MA and Mr. ##### and will constitute 100% of the authorized shares.
   
   

8. That the Joint Venture Stock Ownership will consist entirely of one class of Common Stock, the authorized number of shares of which shall remain fixed by this Agreement unless there is a majority consent (by outstanding share ownership, not Board membership or otherwise) to do otherwise.
   
   

9. That customary Corporate By-Laws fashioned after American technology ventures, but compatible with Chinese Law, will be drawn up by Mr. MA and adopted by the Joint Venture prior to the acceptance of proceeds.
   
   

10. That the Board of Directors will be elected in accordance with the Corporate By-Laws and will initially consist of: Mr. #####, Chairman, Mr. MA, Dr. ## and Mr. Cook with Mr. ##### as President, Mr. MA as Vice President of Marketing, Dr. Wu as Vice President of Development, and Mr. Cook as Financial Advisor.
    
    

11. That all the Joint Venture shareholders have and will keep a "good will" commitment to cooperate in all matters which will facilitate a wide market for or lucrative liquidation of their shares as recommended by the Board be it by going public, acquiring, merging, being acquired, or some other Corporate arrangement.
    
    

12. In the event of a dispute, the grievances will be submitted to the China Economic and Trade Arbitration Commission (CETAC) in Beijing with any and all application and arbitration fees and deposits being borne by the aggrieved.
    
    

13. Mr. ##### and Mr. MA acknowledge that they are fully empowered to enter into this Agreement and to enforce compliance with its terms, some or all of which will be repeated in a Shareholders Agreement to be signed by all.
    
    

14. This is the English version of the Agreement and in interpretation equal weight is to be given to the Chinese version of this Agreement that is intended to be identical.
    
    

15. This is the entire Agreement and its terms lapse after 7 years from the date first written above.