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scion

09/01/09 6:16 PM

#83583 RE: scion #83582

Part F Exhibits

Item XVIII Material Contracts

The Company has signed a one-year, tripartite agreement with Shanghai Tieato Trading Company, LTd and Orient International Holding Shanghai Foreign Trade Company, Ltd. ("Orient"), for the sale and distribution of 180,000 cases of bottled spring water. All shipments will be against purchase orders from Orient issued under irrevocable letters of credit The agreement is valued at Two Million One Hundred Tbousand Canadian Dollars ($2,100,000.00 CAN)

The Company also has a contract with Shanghai Wolong International Business Company, Ltd. with a value of One Hundred Ninety-Seven Million Five Hundred Thousand Canadian Dollars ($197,500,00.00 CAN). This contract will expire on April 1, 2016 and all orders will be made under irrevocable letters of credit.

http://www.pinksheets.com/otciq/ajax/showFinancialReportById.pdf?id=23871
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scion

09/01/09 6:24 PM

#83584 RE: scion #83582

ii) Securities have been and currently are being offered pursuant to SEC Rule 504. Please refer to Form 504 filed on August 14, 2009.

FORM D
Notice of Exempt Offering of Securities

Aquagold International, Inc.
Jurisdiction of Incorporation/Organization
NEVADA

http://www.sec.gov/Archives/edgar/data/1470127/000146958609000002/xslFormDX01/primary_doc.xml

B. Business of Issuer
[...]
3. The Issuer is not a "Shell Company."
4. Aquagold USA has been dissolved and Aquagold Canada remains as a wholly owned subsidiary.

http://www.pinksheets.com/otciq/ajax/showFinancialReportById.pdf?id=23871