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Notes to Memorandum of Understanding - Economic Council to securities and exchange Act.

The purpose of the scedule below is to ensure a strong delivery of the MOU and clarify for the partners on how to progress joint activities.

1. Meeting involving Chief Executives

Meetings between the Chief Executives of the two organizations will take place annually. The purpose of these meetings will be to review the progress of the joint projects and exchange relevant information about the objectives and plans of the two organizations.

1. Business Group

A business Group will be set up involving up to three senior representatives from each organization. This group will meet two or three times progress activities and will commission new projects.

1. Project Terms

All projects will be jointly owned by a member of staff from both organizations who will act as the named contact but in most cases one organization will take the lead responsibility. The lead member of staff will be responsible for reporting to Business Groups.

1. Economic Community

In addition to project work there will be occational updating meetings between our respective lead officers in the particular areas of performance. The purpose of these meetings (which may be informal) will be for information exchange and updating on work in the relevant areas of practice. These teams will be expected to maintain communication about show case events, general updates related to the areas of legal, work, networks, publications and websites, broadcasting etc.

1. Membership of Groups - Multilateral Memorandum

(i) Standing Partnership

(ii) Project Leads

(iii) Projects needing further development

(iv) Other works of interest to both organizations

(v) Project Definition Document

(vi) Agendas; In order to minimise bureaucracy it is proposed that there is a standing agenda for the Business Group.

(vi)

(1.) Action and Decision list from previous meeting

(2.) Update on projects to be presented in the form of one of the following:

(a) Project Definition

(b) Update or

(c) Final Report and/or Evaluation.

(d) General Issues (an opportunity to identify future issues, projects or shared concerns).

(3.) Governing Law; Agreement enter into and shall be interpreted in accordance with the laws of the State of Califrnia, U.S.A. and with British laws in London, United Kingdom.

(4.) Date of next meeting

Understanding Account Statements

The best way to track your debit / credit account activity and performance is to carefully review your monthly/quarterly statements. With the help of your financial adviser, checking your account statement regularly should become as routine as balancing your checkbook.

It's easy to read

Altough it may seem complicated at first glance, the typical account statement is straightforward. In this guided tour, you will learn step- by-step what information is provided. A checklist follows to help you understand each section of a statement, next, a list of frequently asked questions. The final section, a glossary of investment terms.

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Check List

1. Verify the activity in your account:

(i) Identify the time period covered by the statement;

(ii) Find your beginning and ending balances;

(iii) Verify withdrawals and additions to your account;

(iv) Identify dividends and interst received in your account and understand the source (i.e., the specific security investment) of that income; and

(v) Verify all transactions aganist trade confirmations.

1. Confirm basic account data and compare it to previous

statements:

(i) Check account numbers;

(ii) Verify that any address changes are reflected accurately; and

(iii) Compare the beginning balance of your current statement with the ending balance of the previous statement.

1. Look for a summary of your holdings:

(i) Identify security descriptions, dollar value, the quantity of shares of each investment, and maturity dates, if applicable; and

(ii) Make shure that the calculated portfolio percentage agree with your diversification and asset allocation objectives.

1. Be sure that you understand performance data:

(i) Review your portfolio's gains and looses;

(ii) Determine which securities gained or lost value;

(iii) Assess whether the net value reflects an increase or decrease; and

(iv) Review whether portfolios gains and looses represent investment opportunities.

1. If the account has multiple owners, make sure that all account owners have opportunity to review the statement.

1. Review the margin activity and interest charges, if applicable.

2. Call and ask questions if you are confused or if your investment situation has changed as to goals, risk tolerances, or time frame.

1. Report any discrepancies promptly. It is extremely important to address any discrepancy quickly after you receive your account statement. Call your investment representative. If he or she is not available, ask for the branch manager.

Frequently Asked Questions (FAQ's)

1. Why do I receive an account statement in some months, and not others?

- At least quarterly, all investment firms must send out statements that reflect activity in the account. Additionally, if your account is active, you may receive monthly statements. Some firms also post this information online, which you can access after registering and receiving a password.

1. What do I do if don't agree with something on my account statement?

- Reviewing your account statements is an integral part of being a good investor. You need to verify that your investment instructions have been carried out properly. Mistakes do not occur very often, but checking your statement is the best way to spot one quickly. When you find something that you don't agree with or don't understand, call your account representative or the firm's branch office manager immediately.

1. If my provider is unavailable, where do I go?

- If your provider is not available in a timely manner, or if you want to speak to someone of higher rank, ask to speak with the branch manager. It is part of a branch manager's job to provide oversight of all his or her representatives and the business that occurs in the branch office.

1. Is the information on my account statement sold to any other firms

- Under the privacy provisions of the Giuen Securities and Exchange Act, investors' personal financial information is protected. Certain account information may be distributed to third parties, but only if you do not object. No later than July 2001, investment firms notified their customers of the firms' policy on disclosure of personal financial information. By law, it is up to you to respond to this notice and advise the firm if you do not want your information shared with third parties.

5.Are my investment insured?

- The Securities Investor Protection Corporation (SIPC) is a nonprofit, membership corporation, funded by its member securities brokerage firms. Although it was creadet by Congress in the Securities Investor Protection Act of 1970, SIPC in neither a government agency nor a regulatory authority. It is not the securities world's equivalent of the Federal Deposit Insurance Corporation (FDIC), which insures bank deposits. SIPC'S reserve funds are available to satisfy customer claims up to a maximum of $500,000,00 including up to $100,000 on claims for cash in the event your brokerage firm fails. Some firms will obtain additional coverage for your account through private insurance companies; this additional coverage is designed to protect your securities in excess of the insured limits. Neither SIPC protection nor additional coverage will safeguard you from a decline in the market value of your securities.

1. Are the "security price" or "market price" that appear on my account statement accurate?

- The prices on account statements come from a variety of sources, and are belived to be reliable (although) most firms do not guarantee their accuracy). Securities prices that appear on your statement are intended to be representative only. For securities listed on a stock exchange, the price on your account statement will be the closing price on the date of settlement. Prices of fixed-income securities may be based on recent transactions or derived from computerized formulas that calculate prices based on institutional "round lot" quantities. Therefore, the prices for smaller quantities of securities may be different. Some inactively traded stocks may not be priced, and may be reflected as "N/A" on the account statement.

1. What is the difference between "capital gains" and "capital gains distributions"?

- A "capital gain" is profit derived between a security's adjusted cost basis and the price at which it is sold. An example of a "capital gain distribution" is a mutual fund's distribution to shareholders of the profits derived from the sale of the fund's underlying securities.

1. Where do I find the commissions that were paid for the purchase or sale of a security on my statement?

- This information does not appear on most account statements, but will appear on the separate securities transaction confirmation sent to you after the purshase or sale of a security. You should retain this information for your file.

1. What is all the fine print on the back of the statement about?

- The back of your statement informs you of the firm's policies and procedures, and defines many terms mentioned in the statement. It also contains contact information if you have questions.

1. Can I have duplicate copies of my statement sent to

other's

- Many firms, on their new account application form, will ask if you want duplicate statements sent to a third party. If you elect to do so they will continue to send these statements automatically. It's your responsibility to notify your investment representative of any subsequent changes.

1. Can I have a copy of my year-end tax information sent

directly to my tax preparer?

- Most firms do not have the capability of sending just one selected statement to your tax professional.

1. Why is the date on my statement not always the end of the

month?

- Most, though not all, securities firms end their statement period on the last business day of the month. Some firms, however, end their statement period on the last Friday of the month. Be sure to ask your financial professional how your firm handles it.

Glossary

Asset Allocation

An investment strategy that divides assets among major asset categories such as stocks, bonds, or cash, usually balancing risk and creating diversification.

Accured Interest

The estimated amount of interest that would be received upon a sale. In most cases, it is calculated from the date of the last coupon payment up through the closing date of the account statement.

Bond

A bond is considered a debt instrument - you are lending money to an entity (company or government) that needs funds for a defined period of time at a specified interest rate. In exchange for your money, the entity will issue you a note that states the interest rate to be paid and when your borrowed funds are to be returned (maturity date). Interest on bond is usually paid every six months (semi-annually).

Cash Equivalents

These are assets that are cash or can be converted into cash immediately (for example, money market funds).

Confirmation

The written notice provided by a brokerage acknowledges compleition of a securities transaction. It includes details such as the date of purchase, price, number of shares, commission, fees, and settlement terms.

Coupon

The interest rate stated on bond when it's issued. The coupon rate is typically paid semi-annually. (For example, a $1,000 bond with a coupon of 7 percent will pay you $35 every six months).

Discreation

Prior formal authorization, frequently reffered to as "trading authority," that permits a broker to make transactions in a client's account without having to first get authorization for each trade. You and your broker should discuss your overall goals and risk tolerance before you decide whether to grant this authority.

Distributions

This term often refers to a corporation's distribution of funds (usually in the form of dividends, interests, and capital gains) as payment of current or past earnings to its shareholders. This term could also mean the dispersal of assets in brokerage account, as designated by the client (for example, IRA distributions).

Diversification

A risk management technique that mixes a wide variety of investment producets and asset classes within a portfolio, minimizing the impact of any one under performing security on overall portfolio performance.

Equity

Another word for "stock." It represents an ownership interest by shareholders in a corporation. In a margin account, equity is the difference between the value of your stock and the amount of money you have borrowed in that account.

Estimated Income and Current Yield

In most cases, estimated income is the amount of dividend and/or interest expected to be received annually. Current yield is the annual interest on a bond dividend by the market price.

Margin Debt

The difference between the collateral deposited by the client and the amount borrowed (currently a maximum of 50 percent of the current market value of the securities) represents margin debt. Should the stock decrease in value, the investor must keep the proper maintenance level, either by putting up more money or by selling marginable securities. The use of borrowed money to purchase securities is referred to as "buying on margin." This strategy dramatically increases both upside potential and downside risk.

Mutual Fund

An investment vehicle that allows investors access to a diversified portfolio of equities, bonds, and/or other securities. A mutual fund offers investors the advantages of diversification and professional management. Shares of open-end mutual funds are issued and can be redeemed as needed. Mutual fund shares are redeemable at net asset value by shareholders. The fund's net asset value (NAV) is determined each day at the markets' close. Each shareholder participate in the gains or losses of the fund. Each mutual fund portfolio is invested to match the objective stated in its prospectus.

Options

A privilege sold by one party to another that offers the option holder the tight to buy (call) or sell (put) a security at an agreed-upon price during a certain period of time or on a specific date.

Realized and Unrealized Gain/Loss

The results of securities transactions are usually categorized into either realized gains or looses upon the sale of security. An unrealized gain or loss is the appreciation or depreciation in the value of an unsold security since the time was originally acquired (informally know as "paper gains or losses").

Reinvestment

Using dividends, interest, and/or capital gains distributions generated by a mutual fund investment to purchase additional shares, rather than receiving the distributions in cash. With stocks, using dividends to purchase additional shares instead of receiving payments in cash.

Return

The gain or loss for a security over a particular time period, consisting of income plus capital gains relative to investment, usually quoted as a percentage. The real estate of return is the annual return realized on that investment, adjusted for changes in the price due to inflation.

Trade Date v. Settlement Date

The trade date is the day a trade is executed. The settlement date is the agreed upon date when payment must be made and/or securities presented. For purchase of securities, the brokerage firm must receive payment no later than three business days after the trade date (T+3). Currently, the industry is progressing to a T+1 settlement cycle in

2005.

Zero-Coupon Bond

A corporate or municipal debt security sold at a deep discount to its face value that does not pay periodic interest. The profit is realized when the bond is redeemed at maturity for its full face value.

Securities Industry Association

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Giuen Holding Ltd.

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