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AGENCY AND COOPERATIVE AGREEMENT

Cooperation Agreement

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This Cooperation Agreement involves

ASIAN DRAGON GROUP INC. | WORLD FORTUNE ENTERPRISE INC

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Title: AGENCY AND COOPERATIVE AGREEMENT
Date: 1/22/2007

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Agency and Cooperative Agmt

 

AGENCY AND COOPERATIVE AGREEMENT

THIS AGREEMENT made effective the __20th__ day of ___October ___, 2006 , (the "Effective Date").

BETWEEN:

ASIAN DRAGON GROUP INC., a Nevada corporation with offices at suite 1100 – 475 Howe Street, Vancouver, BC;

(“Asian Dragon”)

 

AND:

WORLD FORTUNE ENTERPRISE INC., a BC corporation with offices at  870 East 54th Ave, Vancouver, British Columbia, V5X 1L7, Canada;

(“World Fortune”)

 

(Asian Dragon and World Fortune herein collectively referred to as the "Parties")

 

WHEREAS World Fortune is a private British Columbia corporation established to source and assess opportunities in the precious metals industry in China;

AND WHEREAS Asian Dragon wishes to engage World Fortune as an Agent of Asian Dragon, and World Fortune wishes to be engaged by Asian Dragon as an Agent, on the terms and conditions contained herein, to present to Asian Dragon opportunities in the precious metals industry in China;

 

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained, the parties hereto do covenant and agree (the "Agreement") each with the other as follows:

1.

Scope of Agent's Position

1.1

Position and Title.  Asian Dragon hereby engages World Fortune as a bona fide Agent of Asian Dragon.  World Fortune hereby agrees to such engagement.

1.2

Duties of World Fortune.  Asian Dragon engages World Fortune to fulfill the duties (“Duties”) specified on Schedule “A” of this Agreement.  World Fortune hereby agrees to fulfill the Duties specified.  Asian Dragon and World Fortune agree that the Duties may be replaced, amended, superseded or supplemented from time to time by written consent by the Parties

1.3

Reporting.  World Fortune will report to and take instructions and directions from Asian Dragon upon Asian Dragon’s indication of its desire to proceed with any specific opportunity as presented to Asian Dragon by World Fortune (an “Opportunity”).

1.4

Commitment of World Fortune.  During the term of this Agreement, World Fortune will devote any time required to promote the best interests of Asian Dragon on a non-exclusive basis.  In carrying out its Duties, World Fortune will use its full abilities, knowledge, expertise, technical skill and ingenuity, among other things, to meet this standard.  In addition, World Fortune will carry out its Duties honestly, in good faith and in the best interests of Asian Dragon.

2.

Compensation

2.1

World Fortune shall be compensated in the form and in the amount as agreed to between the Parties (the “Compensation”) such Compensation to be set out in each separate formal agreement entered into between the Parties (a “Formal Agreement”) such Formal Agreements to be executed upon World Fortune brining to Asian Dragon a satisfactory Opportunity.

2.2

Reimbursement of Expenses.  Asian Dragon will reimburse World Fortune for all reasonable expenses incurred by World Fortune in the performance of its Duties and with respect to each Opportunity which is evidenced by a Formal Agreement, provided that World Fortune provides Asian Dragon with a written expense account, in a form satisfactory to Asian Dragon.

3.

Funding to Held in Trust

3.1

The Parties acknowledge and agree that at certain times and with respect to the evaluation of certain Opportunities, Asian Dragon will be required to provide certain funds (the “Funds”) to be placed in trust with World Fortune to provide requisite authority to World Fortune to proceed with the evaluation of an Oppportunity by the Gold Bureau of China and the Chinese Government.  The Parties further acknowledge that these Funds will at all times remain the property of Asian Dragon or its assignees.

4.

Term and Termination

4.1

Term.  This Agreement shall become effective as of the Effective Date and shall continue during the term of any contract negotiated by World Fortune on Asian Dragon’s behalf in connection with an Opportunity and shall be automatically extended, unless terminated in accordance with the provisions of this Agreement.

4.2

World Fortune’s Right to Terminate for any Reason.  World Fortune may terminate this Agreement for any reason:

(a)

at any time upon providing 10 days advance notice in writing to Asian Dragon; or

(b)

upon a material breach or default of any term of this Agreement by Asian Dragon, but only if World Fortune has first given written notice of such breach or default to Asian Dragon and Asian Dragon have failed to rectify the breach or default within a period of 10 days following receipt of such notice.  

4.3

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