Sino Assurance Inc. Watch

from SB-2/A 2 pages Letter of Agreement This Letter Is Made on This Day _4tth March, 2005 Between [A] Digital Network Alliance (Hk) Limited, a Hong Kong Sar Corporation With a Business Address at 15/F, East Wing, Sincere Insurance Building, 6 Hennessy Road, Wanchai, Hong Kong ("Dna"); and [B] Efo Limited, , a Hong Kong Sar Corporation With a Business Address at Room 1907, Hang Bong Commercial Center, 28 Shanghai Street, Kowloon, Hong Kong (Uefo"). 1. Intentions A: Dna and Efo Have Expressed an Interest to Form a Joint Venture Company (Ujvc") to Provide Online Financial Information, Data Feed, Trading Services, and Web Portal in Hong Kong, China and the Asia Pacific Region. B: Definitions and the General Terms and Conditions of the Distribution Rights Are as Stated in Appendix a of This Letter. 2. Other Key Details 2.1 Shareholding of Jvc 2.1.1 Dna * Dna Will Be Entitled to 70% of Total Paid Up Equity in the Jvc, in Lieu of Providing the Resources Listed in Dna's Responsibility. * Dna Will Be Entitled to 3 Board Representations. * Dna Will Be Entitled to Appoint the Key Management Positions (E.G, CEO, COO, Cto, and CFO) 2.1.2 Efo * Dna Will Be Entitled to 20% of the Total Paid Up Equity in the Jvc, in Lieu of Providing the Required Resources Listed Efo's Responsibility. * Efo Will Be Entitled to 1 Board Representation. 2.1.3 Management • 10% of the Total Paid Up Equity Will Be Allocated to the Management of the Jvc. 2.2 Responsibilities of Each Party 2.2.1 Dna Dna Will Provide an Initial Cash Injection Equivalent to 70% of Total Initial Cash Requirement. * Dna Will Be Responsible Further Funding Upto a Maximum of Usd100,ooo in the Form of 1 Shareholders Loan to the Jvc. Any Subsequent Funding Will Be Determined by the Shareholders. * Dna Will Make Payment for Software License and Data-Feed in Accordance With the Payment Term Schedule Set Out on Appendix. 2.2.2 Efo *