Plantation: 
  (1) existing 10 acres (25 rais) of  Aloe Vera Barbardensis organically cultivated 
  (2) new 200 acres of Aloe Vera to be planted  (one acre=2.5 rais)

  Processing factory : the construction of a new factory with latest technology to produce value-added
  products using organic Aloe vera as a main ingredient:
  (a)  food & drinks division: Aloe vera juice, pulps, tea leaves, jelly, jam etc.
  (b)  toileteries division: Aloe vera soap, liquid soap, shampoo, etc.
  (c)  pharmaceutical division: Aloe vera gel, ointment and powder capsule.

  Sales & Marketing * Latest research has shown that Aloe Vera is the natural ingredient mostly
  demanded worldwide for the production of pharmaceutical products, cosmetics, health products
  including food and drinks. Hence, the market potential for Aloe vera leaves in the international market,
  is rated as extremely good. Thailand has further competitive advantages because of lower currency 
  value and cheapest cost of production.

          Smart-Partner Agreement


  Phase I

  Plantation: One Plantation Interest - 
   880,000 Baht (approx.S$36,999) or USD$ 22,000
    consisting of a plantation lease of one lot of 1,500 Aloe Vera Plants, cultivated in approximately 
         10,000 square  feet for 30 years.

                Member partner                              Back-to-Nature Group
                   INVEST                                                                 
                                                                                                          

                                            TOTAL NET SALES INCOME
                     70%                  30%

  Benefits: profit-sharing of net proceeds of sale of Aloe Vera leaves: 70% - 30%

  Projected Average rate of return = 37.8%

  First Phase: Offer closes on 31 November, 2004.

  Phase II (optional)

  Factory Equity Participation-Five Thousand (5,000) Shares = 500,000 baht 
  (approx. $S20,844) USD$ 12,500 at 100 baht per share.

                  Being shares in the Aloe Vera Processing Factory (no time limit)
                               Benefits : Dividend income and Capital Growth
                             Projected average rate of return = 20% (minimum)

 
  BTN Aloe Vera Plantation

   * One lot comprises 1,500 plants of Aloe vera barbardensis covering an area of about 10,000
  square feet, planted at 40 inches X 24 inches apart. The right to the 1,500 plants is for 30 years
  with a projected program of monthly harvest, beginning in the second year, until the end of the
  30th year. (Lease is subject to renewal up to 90 years)

  *  BTN MANAGEMENT will ensure that the management team use standard good agricultural and
  management practice in the maintenance of the plantation: safeguarding, managing, growing, 
  nurturing (weeding, fertilizing, disease & insect controlling), harvesting and marketing of the aloe
  vera leaves, at the best price and for the right market.

  * In this Agreement, the member-investor will be entitled to 70% of the net sales of the aloe vera
  leaves, to be paid annually to the member-investor’s account. The balance of 30% shall be due
  to the BTN MANAGEMENT for the yearly maintenance fees, costs of utilities, labor, fuel & oil,
  fertilizer, organic herbicide & insecticide, harvesting costs, marketing, administration and capital
  costs.

 * BTN MANAGEMENT will appoint a professional auditor/accountant to audit and certify the harvest
  and profit for each year.

  If the Member-Investor wishes, BTN MANAGEMENT undertakes to help the Member-Investor sell
  the said lot to the third party at mutually-agreed price.

  (This investment proposal is applicable to members of BTN Investment Club only and is subject to
  the terms and conditions, as contained in the sales agreement.)

  Terms of Payment:

   *  Leasing land price per a lot of 1,500 aloe vera barbadensis 880,000 Baht ($S36,999) USD$ 22,000
  on approx - 10,000 sq.feet) for 30 years (price include land lease fee, land development, fencing, planting,
  irrigation, etc.)
   *  Booking fee : 50,000 Baht ($S2,084) USD 1,250
   *  Balance within 30 days upon signing agreement 830,000 Baht ($S34,583) USD$ 20,750
   *  Agreement fee: to be paid by the Client 5,000 Baht ($S209) USD$ 125
   *  Annual Membership Fee - BTN Investment Club (1year) 5,000 Baht ($S209) USD$ 125

  Note: 1) All payments shall be made to Back-to-Nature Resorts Group Co. Ltd (Plantation Division)
               in Thai baht at the prevailing exchange rate. The conversion rate used here is 24 baht = $S, 40 baht = USD$ 1
           2) All payments including booking fee shall not be refundable.

              PROJECTED NET INCOME:

  ONE LOT = total accumulated income = 
  10,867,500 Baht / S$ 452,812 (1,135%) / USD$ 271,687

                                    Average rate of return is 37.8% per annum.

Pay-back period is 2.7 years after planting (planting and growth period takes 8-12 months) before first harvest.

Aloe vera Plants - 30 years projected income (1,500 plants /lot)

     Note: The above shows a conservative estimated income for 30 years
     
     Assumptions: 
     (1) one plant yields about 2 kg of aloe leaves per month.

     (2) Current ex plantation price is 15 baht/kilo VS Malaysian price RM 3- 3.5 per kilo.
          The above returns are subjected to markets' whole sale price.

     (3) Plant yield is constant from year to year. Unhealthy plants are to be replaced by 
          new healthy plants.

     (4) Exchange rate used here is 24 baht for one Singapore dollar. Singapore dollar is
          used as a base.

In the sales agreement, the client will be entitled to 70% of the net value of the sales
of the produce (Harvesting cost will not be more than 10 of the wholesale price). The
 terms and conditions of the agreement shall be as contained in the sales agreement.
A copy will be provided for the client's perusal.      
  
   The right to the plants is for 30 years with a projected program of monthly harvest from
    the second year til the said period. Back-to-Nature Plantation will appoint a professional
chartered auditor/accountantto audit and certify the harvest and the profit at each 
harvest period.