000 Xxxxx Xxxxxxxx Xxxxx
Xxx Xxxxxxxxx, Xxxxx 00000
Thursday, July 07, 2005
Xx. Xxxxxx Xxxxxx
Xx. Xxxxxxx Xxxxx
Xxxxxx Consulting Group, Inc.
0000 Xxxx Xxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
XXXXXX X0X 0X0
RE: Letter of Intent and Agreement
Dear Xxxxxx and Xxxxxxx:
This letter is a follow up to our meeting on June 12th, 2005 in Vancouver and
our telephone conference call of today, July 7th, 2005. With this Letter
(XXXX) Window Rock Capital Corporation (public stock symbol: NWMN) (WRCC)
expresses its intent to engage in a reverse merger with Jiaxin Consulting
Group, Inc. (JCGI), concerning a 50 hectare, $24 million USD (estimate)
asset located in the Peoples Republic of China, in the vicinity of Guangzhou,
Guangdong Province (hereinafter China asset) and JCGI and WRCC agree on
general terms of the merger. WRCC, a publicly-traded company, will provide a
subsidiary company, Mesa Resort Development Corporation (public stock symbol:
MRDV) (MRDV), which will also be publicly-traded.
Procedure and Structure
The structure we agree upon is where both WRCC and JCGI share in the benefits
of our combined work and effort. We agree that the China asset will be placed
in MRDV and MRDV will become a subsidiary of WRCC for a minimum two years
beginning August 7, 2005. In exchange for placing the China asset in MRDV,
WRCC agrees to issue to JCGI eighty percent (80%) of the common shares of
MRDV, WRCC will maintain control of twenty percent (20%) of the common shares
of MRDV.
WRCC has been in existence, under different names of course, for twenty years,
since 1985 and it has been a public company since 1996, i.e., nine years. WRCC
has a 15c211 and over 200 shareholders throughout the United States. It has
traded on the OTCBB in the past and with a few filings can easily return
there. MRDV has been in existence since March 2005 and it has in place a CUSIP
number and a stock symbol. We agree that MRDV will become a subsidiary of WRCC
for at least two years so that MRDV benefits from WRCCs 15c211 and shareholder
base. In exchange for agreeing to place the asset in MRDV and to place MRDV in
WRCC, WRCC agrees to issue the appropriate number of shares of WRCC to JCGI to
equal thirty percent of issued and outstanding shares of WRCC as of August 7,
2005, this share issuance is also in exchange for JCGIs assistance in
management. WRCC and JCGI agree that going forward from August 7, 2005, there
will be dilution of each partys respective shareholdings.
We agree on the two year timeframe so that WRCC can obtain the funding
required for the development of the China asset (i.e., a theme park, etc.).
With this XXXX, WRCC and JCGI agree that WRCC will provide public market
management, which includes investor relations, SEC filing management
(attorneys, accountants and auditors), and most importantly funding.
As for management of the project itself, we agree that JCGI will be the
operational management of MRDV. JCGI will make the decisions on how the
project develops on the ground in China. However, WRCC will maintain an
oversight position so that we can, in good faith, report to our shareholders
concerning the progress in the development of the project. Xx. Xxxxx Xxxx,
whose background is attached to this letter, will be, for the most part, the
eyes and ears of WRCC.
We agree that we will follow up this XXXX with other documents to implement
this XXXX. Thank you for your attention to this matter. I can be reached
on 0-000-000-0000.
Best regards,
WINDOW ROCK CAPITAL CORPORATION
Xxxxxxx X. Xxxxxxx
Chairman and CEO
AGREED:
JIAXIN CONSULTING GROUP, INC.
Xxxxxx Xxxxxx
CEO
