LEEWARD CAPITAL CORP.

LEEWARD CAPITAL CORP.

#0, 0000 - 0xx Xxxxxx XX Xxxxxxx, Xxxxxxx X0X XX0 Xxxxxx

 Tel: (000) 000-0000 Fax: (000) 000-0000

March 31, 2003

Xx. Xxxxxx X. Xxxx

President

In. Sync Industries Inc. #0000, 000 Xxxx Xxxxxx Xxxxxxxxx, XX X0X 0X0

Dear Xx.Xxxx:

RE: Memorandum of Understanding ("MOU")

WHEREAS: In. Sync Industries Inc. ("In.Sync") desires to participate in the acquisition, explora­tion, and development of the Set Ga Done gold prospect located in Shan State, Union of Myanmar;

AND WHEREAS: Leeward Capital Corp. ("Leeward") has an established company in Myanmar (Leeward Tiger Limited) and the operational and technical experience to acquire an exploration block in that country. Said block will consist of 700 square kilometres, the location of which is defined in the appendix which accompanies this MoU.

THEREFORE: It is mutually agreed that In.Sync. will provide the initial US $200,000 for the acquisition, exploration, and development of the Set Ga Done gold prospect. It is further understood that In.Sync will be responsible for a bank quarantee of $50,000 If the block is surrendered in good standing, the US$50,000 bank guarantee put up by In.Sync will be refunded directly to In.Sync. Once these initial expenditures are made, then all further expenditures will be shared equally by XxXxxx and Xxxxxxx.

Of the 80% interest that can be earned in the block, it is understood that Leeward and In.Syc will share this equally, subject to the potential back-in privileges reserved by the government of Myanmar.

Operatorship for this project will be shared equally, with the understanding that the exploration phase will be the responsibility of Leeward and the development of the property will be the responsibility of In.Sync.

0
xxxx://xxx.xxxxxxxxxxxxxx.xxx

If you find this proposal acceptable, please sign this MoU and return a copy along with US$5,000 in order to get underway with the application process. Within a year of granting of this exploration block, a formal operating Joint Venture agreement will be put in place to govern the future operations on the block.

APPENDIX
The Set Ga Done block will be defined within the following geographic area.

96°35' to 96°50' East longitude
and
23°35' to 23°50' North latitude

The proposed property is located in Shan State in northern Myanmar and consists of 700 km².