The Memorandum Of Understanding (MOU) between the Yap Traditional Council of Pilung (COP) and the Chinese Exhibition and Travel Group (ETG) was signed at 5:00 p.m. on Thursday, January 12, 2012 by the Honorable Bruno Tharngan, Chairman of the Traditional Council of Pilung and Mr. Deng Hong, Chairman of Chengdu Century City New International Convention & Exhibition Center Company Ltd (ETG).


Memorandum of Understanding
between the Council of Pilung
of the State of Yap, Federated States of Micronesia
("Council" hereafter)
and
Chengdu Century City New International
Convention and Exhibition Center Company Ltd.
("ETG" hereafter)

Whereas the government of the State of Yap and ETG agreed to develop a unique world renowned top grade tourism project in the State of Yap according to a master development plan to be developed, which will include without limitation planning, designing, construction, management, operations for tourism development related projects. (the "Project" hereafter) The master plan will cover the development of tourism sites and activities on all appropriate Yap islands where feasible and viable.

Whereas ETG bears the intention to reconcile the development of the Project with the economic and social development of the local community of the State of Yap and the Council acknowledge the positive effect and benefit that the Project would bring to the local community and the State of Yap as a whole.

ETG and the Council (each as a Party and as Parties collectively) both agree as follows,

1. ETG acknowledges and commits its full respect towards the tradition and customs of the State of Yap and undertakes that the development of the Project shall benefit the development of the local culture. ETG further undertakes to provide assistance and contributions in establishing necessary public facilities which will benefit the welfare of the local community.

2. The Parties acknowledge that the role of ETG as the full scale developer of the tourism resource of the State of Yap. The Council hereby supports ETG regarding the development of the Project to the largest extent. The Council further agrees to give to ETG their full assistance regarding the acquisition of land lease.

3. The Parties agree that the Member of the Council shall witness, in a written form, the execution of the land lease instruments between ETG and the land owners with respect to the lease of land located within the community that said Member is associated with.

4. The Parties agree that the Member of the Council shall coordinate and mediate should any dispute arises between ETG and respective local community.
5. For the purpose of reconciliation of future investment by other investors with the development of this Project and the State of Yap, the Council and ETG shall discuss investment by other future investors regarding potential effect and influence to the development of the Project and the State of Yap, which may be imposed by such investment when such investment is proposed. The Parties agree that they shall put their best efforts to reject and avoid any activities which may harm the environment, local tradition, culture and social development of the State of Yap.

6. The Parties acknowledge that the development of this Project shall be carried out by the ETG in a manner that is consistent with the continuing economic and social viability of the local community. ETG agrees upon the request of the Council or the Chiefs at any time, ETG shall consult with the Council and the Chiefs to mutually establish plans and programs for the implementation of this objective, and thereafter ETG shall in good faith cooperate with the Council and the Chiefs in long term.


Signed,

For and on behalf of the Council of Pilung, the State of Yap
Chairman, Bruno Tharngan



For and on behalf of the Chengdu Century City New International Convention and Exhibition Center Company, Ltd.
Authorized Representative, Deng Hong