QuickLinks -- Click here to rapidly navigate through this document BETWEEN:Newtech Resources LTD • October 16th, 2001 • British Columbia
KAIZEN FOOD CORPORATION, a corporation incorporated under the laws of the Province of British Columbia, and having an office at Suite 200 - 841 West Broadway, in the City of Vancouver, in the Province of British Columbia, V5Z 1J9
QuickLinks -- Click here to rapidly navigate through this document THIS AGREEMENT made effective August 22, 1998. BETWEEN:Management Agreement • October 16th, 2001 • Newtech Resources LTD • Hong Kong
NEWTECH RESOURCES LTD., a body corporate, duly incorporated under the business corporation act of the State of Nevada, having its head office situated at 1304 Pik Hoi House, Choi Hung Estate, Kowloon, Hong Kong
QuickLinks -- Click here to rapidly navigate through this documentNewtech Resources LTD • October 16th, 2001 • Nevada
THE OFFER AND SALE OF THE SHARES OF COMMON STOCK REFERRED TO IN THIS SUBSCRIPTION AGREEMENT (THE "OFFERING") HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE SECURITIES REGISTRATION AND QUALIFICATION REQUIREMENTS OF THE ACT AND SUCH LAWS. ACCORDINGLY, THE SHARES OF COMMON STOCK MAY NOT BE TRANSFERRED OR RESOLD WITHOUT REGISTRATION AND QUALIFICATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION UNDER THE ACT AND SUCH LAWS IS THEN AVAILABLE. THE SHARES OF COMMON STOCK HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ADEQUACY OF THE INFORMATION SET FORTH IN THE OFFERING CIRCULAR DATED WHICH R
