[LETTERHEAD]
January 15, 1999
Rising Phoenix Development Group Ltd.
000 Xxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, X.X. V6C 1T2
Attn: Mr. Xxxxxx Xxxxx, President
Dear Sirs:
Re: LAK Ranch oil recovery project in Newcastle, Wyoming
This letter will serve as a letter of intent between Power Direct, Inc. (PWDR)
and Rising Phoenix Development Group Ltd. (RISE) regarding the above referred
to property.
PWDR agrees to the following:
1) To acquire all the assets of RISE for three million eight hundred thousand
(3,800,000) shares of PWDR and seventy five thousand (U.S. $75,000.00)
dollars cash in U.S. Funds.
2) Will inherit all RISE's financial obligations pertaining to the LAK Ranch
property up to and including 31 January 1999.
3) Appoint up to three directors from RISE's Board of Directors to PWDR's
Board of Directors.
4) Cover its own legal costs to this transaction.
XXXX agrees to the following:
1) Deliver the LAK Ranch project in good title within its joint agreement with
Xxxxx Resources.
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E-25
Letter of Agreement
Between Power Direct, Inc. and Rising Phoenix Development Group Ltd.
January 15, 1999
2) Make available to PWDR all contacts and information pertaining to LAK Ranch
project.
3) Release PWDR from any liabilities that RISE may have outside of the LAK
Ranch.
4) Cover its own legal costs to this transaction.
Final agreement to be completed within thirty (30) days.
Yours truly,
/s/ Xxxx Xxx
----------------------------
Xxxx Xxx
President
Rising Phoenix Development Group Ltd.
[ILLEGIBLE] [ILLEGIBLE]
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Authorized Signature Authorized Signature
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