Axiom III, Inc.
7507 Folger Road (704) 905-6008
Charlotte, NC 28226
September 29, 2004
Mr. John H. W. Hui, Vice Chairman
China World Trade Corp.
4th Floor, Goldlion Digital Network Center
138 Tiyu Road East, Tianhe
Re: Letter of Intent - Strategic Alliance
Dear Mr. Hui:
Per our conversation, we submit this Letter of Intent regarding a share exchange
between Axiom III, Inc.
("Axiom"), a Nevada
corporation and China World Trade
Corp., ("China World Trade"), a Nevada
By way of background, Axiom began operating in May, 2003. We are in the business
of buying, selling, renting, and improving all aspects of real estate. We are an
early stage company having purchased a building in Massachusetts
2003 which is currently being rented. Our executive offices are at 7507 Folger
Road, Charlotte, NC 28226.
We understand that China World Trade Corp. ("China World Trade") operates
business clubs in the major cities of China in association with the World Trade
Center Association. You currently operate the Guangzhou World Trade Center Club
and the Beijing World Trade Center Club. You plan to create a Chinese/English
internet portal to serve foreign and Chinese small to medium sized businesses.
China World Trade is a reporting public company that has registered its common
stock under Section 12(g) of the Securities Exchange Act of 1934, as amended.
We intend to enter into a strategic alliance whereby the China World Trade will
seek out real estate opportunities in the Peoples Republic of China for purposes
of potential acquisition by Axiom.
TERMS OF AGREEMENT
1. Consulting Services Offered by China World Trade. China World Trade,
through its Consulting Services division, will perform a consulting engagement
for Axiom in order to identify potential real estate purchases for Axiom. Real
estate investments in China have the following advantages: unique values due to
strategic locations, capital appreciation, passive income streams, less
volatility, and tax benefits. To overcome one of the biggest disadvantages of
real estate investments in China, China World Trade will actively manage the
real asset properties which may be acquired through this alliance. Real estate
will consist of residential, office buildings, shopping centers, regional malls,
industrial, lodging and resorts, etc. Axiom would diversify its domestic real
estate risk through entrance into the foreign market.
2. Payment and Expenses. In consideration of the services provided by
China World Trade, Axiom will pay to China World Trade 200,000 shares of its
unregistered common stock, ($0.001 par value.) At the time of issuance Axiom
will have issued and outstanding no more than 13,000,000 shares of its common
stock and shall have no options, warrants or securities convertible into common
The registration statement shall be at no cost to China World Trade or its
shareholders and Axiom shall be solely responsible for the costs of filing fees,
legal and accounting fees, printing or other costs. Axiom will bear the costs of
mailing or delivery associated with distributing the common shares to the
shareholders of record of China World Trade upon effectiveness of the
3. Registration of China World Trade Payment. Axiom shall use its
reasonable best efforts to promptly register the shares issued to China World
Trade in consideration of this Agreement by the filing of a registration
statement by Axiom with the United States Securities & Exchange Commission under
the Securities Act of 1933, as amended. To the fullest extent permissible under
the applicable securities laws, the registration shall register the issuance of
shares to China World Trade shareholders and the subsequent resale of the
shares. China World Trade will distribute the shares to its shareholders of
record as of September 15, 2004 in proportion to their then current
shareholdings in China World Trade common stock upon effectiveness of the
registration statement pertaining to the shares.
Axiom shall use its reasonable best efforts to obtain a listing on the NASDAQ
Over-the-Counter Bulletin Board (OTC BB) or similar recognized U.S. national
China World Trade acknowledges the possibility that it may be deemed to be a
"statutory underwriter" within the meaning of Section 2(11) of the Securities
Act. China World Trade agrees that it will comply with all prospectus delivery
requirements that would apply to a statutory underwriter in connection with the
distribution of our shares to its shareholders. Further, China World Trade will
comply with all anti-manipulation rules of the SEC, including Regulation M. If
a market for the shares develops, these rules may apply to sales in the
marketplace was well.
Please note that Regulation M prohibits any person who participates in a
distribution from bidding for or purchasing any security which is the subject of
the distribution until the entire distribution is complete. It also prohibits
purchases to stabilize the price of a security in the distribution.
4. Confidentiality. Both parties shall keep this Agreement confidential
during the "quiet period" of the Axiom registration and will not issue press
releases or otherwise notice the Agreement until the Axiom registration
statement has been filed and public pronouncements are permitted.
We are excited about the opportunity for growth offered by this agreement. If
you have any questions, please do not hesitate to contact me.
Very truly yours,
Axiom III, Inc.
By: Karol Kapinos
China World Trade Corp.: