Mr. Biden,

Thanks for the quick draft.

In the interest of time, I have attached the proposed Org chart since Hudson West III LLC was already filed and registered and obtained EIN. However, there are few business points in the Agreement we shall have incorporated into the amended document.

1. Regional focus shall be in US, Middl East, Russian, Europe and South America countries, in energy, infrastructures, finance and high-tech sectors.

2. The goal is to source and secure 1-3 deals a year and aims to have 5 more more deals in the pipeline.

3. Monochrome's capital contribution shall be treated as a loan at 5% interest rate, to cover ongoing operating expenses, and to be repaid in full from company income first.

4. Major incomes of the company are from consulting fees, arranger fees, etc. The fee amount is solely determined by the Monochrome and its affiliates.

5. Profit distribution is first to repay the loan advanced by Monochrome, then 50/50 to each member.

6. Monochrome and its affiliates shall determine the second year funding if the first year the company didn't make any progress of particular investments.

7. Monochrome appoints Chairman and CFO, OWASCO appoints CEO and COO.

8. OWASCO shall made monthly report to the board, and any investment opportunities to the Monochrome and its affiliates. Further investment decision is solely determined by Monochrome Group. 

9. For the operating expenses, the company is aimed not to exceed $416k per month, total $5 million a year. OWASCO managers are not salary employees, however, any full time workers employed by the company shall be salary-based.

10. OWASCO commitment to the company is exclusive to the extend the company is full operational.

Thanks,

Mervyn Yan

917-402-0017