AGREEMENT BETWEEN FIRST SUNRISE, INC. AND MANAGEMENT This agreement made the ____ day of __________, 19___, by and between First Sunrise, Inc., a Nevada corporation located at 200 East 89th Street, 44th Floor, New York, New York 11242 (the "Company")...

AGREEMENT BETWEEN

FIRST SUNRISE, INC.

AND MANAGEMENT 


     This agreement made the ____ day of __________, 19___, by and between 
First Sunrise, Inc., a Nevada corporation located at 000 Xxxx 00xx Xxxxxx, 
00xx Xxxxx, Xxx Xxxx, Xxx Xxxx  00000 (the "Company") and Eng-Chye Low, 
President of the Company and Xxxxxx Xxxxxxx, Secretary of the Company, both of 
whom together comprise the management of the Company (the "Management") (the 
"Agreement"); and 
     
     WHEREAS,     Eng-Chye Low is the President of the Company; and 

     WHEREAS, Xxxxxx Xxxxxxx is the Secretary of the Company; and 

     WHEREAS, the Company is located at 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx 
Xxxx, Xxx Xxxx; and 

     WHEREAS, there are no other members of the Company's Management; and

     WHEREAS, the Company is a "blank check" company, actively searching for a 
merger candidate (a "Target Company") with which to form a business 
combination ("Business Combination"); and 

     WHEREAS, the Company intends to offer 100,000 shares of common stock, 
$.001 par value (the "Shares") (the "Offering") at a purchase price of $.50 
per Share; 

     NOW, therefore, subject to the terms and conditions set forth herein and 
pursuant to the Offering, Management and the Company agree to the following:


     AGREED, that the Company will not pay to any present officer, director, 
their affiliate or associate any portion of the proceeds form this offering, 
nor will the Company issue any securities as payment of any expenses, labor or 
services, commission, solicitation fees or finder's fees, consultants fees or 
as payment of any kind (except as noted in its SB-2 Registration Statement for 
its initial public offering (the "Registration Statement") in connection with 
the finding of a business combination or for the sale of any shares offered in 
the Registration Statement.  This includes the proceeds available upon their 
release from escrow pursuant to Rule 419; and it is further

     AGREED, that no compensation will be paid or due or owing to any officer 
or director until after a business combination is consummated; and it is 
further

     AGREED, that present management of the Company will not make any loans of 
the $5,000 available from the deposited proceeds of the initial public 
offering, nor will management borrow funds and use either the Company's 
working capital or deposited funds as such; and it is further

     AGREED, that management will not actively negotiate or otherwise consent 
to the purchase of any portion of their common stock as a condition to or in 
connection with a proposed business combination unless such a purchase is 
requested by a target company as a condition to a merger or acquisition; and 
it is further

     AGREED, that the Company will not pay a finder's fee to any member of 
management for locating a merger or acquisition candidate, and that no member 
of management intends to or may seek and negotiate for the payment of finder's 
fees, and that in the event there is a finder's fee, it will be paid at the 
direction of the successor management after a change in management control 
resulting from a business combination; and it is further

     AGREED, that management may not accrue compensation prior to the 
consummation of a Business Combination; and it is further

     AGREED, that the Company will not pay a finder's fee to any member of 
management for locating a merger or acquisition candidate.  No member of 
management intends to or may seek and negotiate for the payment of finder's 
fees.  In the event there is a finder's fee, it will be paid at the direction 
of the successor management after a change in management control resulting 
from a Business Combination; and it is further

     AGREED, that the Company will adopt a procedure whereby a special meeting 
of the Company's shareholders will be called to vote upon a Business 
Combination with an affiliated entity, and shareholders who also hold 
securities of such affiliated entity will be required to vote their shares of 
the Company's stock in the same proportion as the Company's publicly held 
shares are voted.



     IN WITNESS WHEREOF, we have set our hands and seals on this _____ day of 
___________, 199__.


                                                        
                           FIRST SUNRISE, INC.



             
BY:                                                                             
 Xxxxxx Xxxxxxx, Secretary


                                            
               Eng-Chye Low, President

          
                                            
               Xxxxxx Xxxxxxx, Secretary