establishment of company

LEEWARD CAPITAL CORP.

#4, 1922 - 9th Avenue SE Calgary, Alberta T2G OV2 Canada

 Tel: (403) 265-4077 Fax: (403) 265-6410

March 31, 2003

Mr. Harvey D. Dick

President

In. Sync Industries Inc. #1102, 475 Howe Street Vancouver, BC V6C 2B3

Dear Mr.Dick:

RE: Memorandum of Understanding ("MOU")

WHEREAS: In. Sync Industries Inc. ("In.Sync") desires to participate in the acquisition, explora­tion, and development of the Set Ga Done gold prospect located in Shan State, Union of Myanmar;

AND WHEREAS: Leeward Capital Corp. ("Leeward") has an established company in Myanmar (Leeward Tiger Limited) and the operational and technical experience to acquire an exploration block in that country. Said block will consist of 700 square kilometres, the location of which is defined in the appendix which accompanies this MoU.

THEREFORE: It is mutually agreed that In.Sync. will provide the initial US $200,000 for the acquisition, exploration, and development of the Set Ga Done gold prospect. It is further understood that In.Sync will be responsible for a bank quarantee of $50,000 If t