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<P><FONT FACE="Times New Roman"><CENTER><STRONG>UNITED STATES</CENTER>
</STRONG></FONT></P>


<P><FONT FACE="Times New Roman"><STRONG><CENTER>SECURITIES AND EXCHANGE COMMISSION</CENTER>
</STRONG></FONT></P>

<P><FONT FACE="Times New Roman"><CENTER>Washington, D.C. 20549</CENTER>
</FONT></P>


<center><FONT FACE="Times New Roman"><STRONG>FORM S-8</STRONG></FONT></center>


<P><FONT FACE="Times New Roman"><CENTER>REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</CENTER>
</FONT></P>


<P><FONT FACE="Times New Roman"><CENTER><STRONG>LEOPARD CAPITAL, INC.</STRONG></CENTER>
</FONT>

<FONT FACE="Times New Roman"><CENTER>(Exact name of Registrant as specified in its charter)</CENTER>
</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD ALIGN="CENTER"><FONT FACE="Times New Roman">Nevada</FONT></TD>
<TD ALIGN="CENTER"><FONT FACE="Times New Roman">000-30644</FONT></TD>
<TD ALIGN="CENTER"><FONT FACE="Times New Roman">98-0348086</FONT></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER"><FONT FACE="Times New Roman">(State or other jurisdiction of
incorporation)</FONT></TD>
<TD ALIGN="CENTER"><FONT FACE="Times New Roman">(Commission File Number)</FONT></TD>
<TD ALIGN="CENTER"><FONT FACE="Times New Roman">(IRS Employer Identification
Number)</FONT></TD></TR></TABLE>

<P><FONT FACE="Times New Roman"> </CENTER>

<TABLE WIDTH="100%"></FONT>
<TR VALIGN="TOP"><TD ALIGN="CENTER"><FONT FACE="Times New Roman">Rm. 2703-4, Great Eagle Centre</FONT><br>

<FONT FACE="Times New Roman">23 Harbour Road</FONT><br>

<FONT FACE="Times New Roman">Wanchai, Hong Kong </FONT></TD>
<TD ALIGN="CENTER"><FONT FACE="Times New Roman"></FONT></P>
<BR WP="BR1"><BR WP="BR2"></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER"><FONT FACE="Times New Roman">(Address of principal executive offices)</FONT></TD>
<TD ALIGN="CENTER"><FONT FACE="Times New Roman">(Zip Code)</FONT></TD></TR></TABLE>

<BR WP="BR1"><BR WP="BR2">
<center><FONT FACE="Times New Roman">Ambassador Capital Group, Inc. Consulting Agreement</FONT></center>

<center><FONT FACE="Times New Roman">Hing Bin, Lau Consulting Agreement</FONT></center>

<center><FONT FACE="Times New Roman">Huan Zhuan, Wu Consulting Agreement</FONT></center>

<center><FONT FACE="Times New Roman">Tsz King, Chan Consulting Agreement</FONT></center>

<center><FONT FACE="Times New Roman">Wai Hon, Chiu Consulting Agreement </FONT></center>

<center><FONT FACE="Times New Roman">(Full title of the plans)</FONT></center>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Samuel K.K. Lo</FONT><br>

 <FONT FACE="Times New Roman">Room 7A, Deltec Court, </FONT><br>

 <FONT FACE="Times New Roman">73c Waterloo Road, Kowloon, Hong Kong</FONT><br>

 <FONT FACE="Times New Roman">(Name and address of agent for service)</FONT></P>

<BR WP="BR1">
<P><FONT FACE="Times New Roman">852 2802 1555</FONT><br>

 <FONT FACE="Times New Roman">(Telephone number, including area code, of agent for service)</FONT></P>

<BR WP="BR1">
<P><FONT FACE="Times New Roman">Copy To:</FONT></P>

<P><FONT FACE="Times New Roman">Gary S. Joiner</FONT><br>

 <FONT FACE="Times New Roman">Frascona Joiner Goodman and Greenstein, P.C.</FONT><br>

 <FONT FACE="Times New Roman">4750 Table Mesa Drive</FONT><br>

 <FONT FACE="Times New Roman">Boulder, CO 80305</FONT></P>

<BR WP="BR1">


<center><FONT FACE="Times New Roman">CALCULATION OF REGISTRATION FEE </center></FONT>

<BR WP="BR1">
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">Title of securities to be
registered</FONT></TD>
<TD ALIGN="RIGHT"><FONT FACE="Times New Roman">
<P ALIGN="RIGHT">Amount to be
registered <SUP>(1)</SUP> </FONT></TD>
<TD ALIGN="RIGHT"><FONT FACE="Times New Roman">
<P ALIGN="RIGHT">Proposed
maximum offering
price per share <SUP>(2)</SUP>  </FONT></TD>
<TD ALIGN="RIGHT"><FONT FACE="Times New Roman">
<P ALIGN="RIGHT">Proposed maximum
aggregate offeringprice</FONT></TD>
<TD ALIGN="RIGHT"><FONT FACE="Times New Roman">Amount of
registration
fee</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">Common stock, $0.001
par value</FONT></TD>
<TD ALIGN="RIGHT"><FONT FACE="Times New Roman">
<P ALIGN="RIGHT"> </FONT></P>

<P ALIGN="RIGHT"><FONT FACE="Times New Roman"><BR WP="BR1">1,800,000</FONT></TD>
<TD ALIGN="RIGHT"><FONT FACE="Times New Roman"></FONT></P>
<BR WP="BR1"> $ 2.00</TD>
<TD ALIGN="RIGHT"><FONT FACE="Times New Roman"></FONT>
<BR WP="BR1"> $ 3,600,000</TD>
<TD ALIGN="RIGHT"><FONT FACE="Times New Roman"></FONT>
<BR WP="BR1"> $456.12</TD></TR></TABLE>

<BR WP="BR1">
<P><FONT FACE="Times New Roman"><SUP></SUP></FONT><FONT FACE="Times New Roman"><SUP>(1)</SUP>
Consists of the total aggregate number of shares reserved for issuance pursuant to the Consulting
Agreements described herein.</FONT></P>

<P><FONT FACE="Times New Roman"><SUP>(2)</SUP>	Estimated solely for the purpose of computing
the registration fee upon the basis of fluctuating
market prices pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended. The
Proposed Maximum Offering Price Per Share was determined by averaging the high and low prices of the
common shares of Leopard Capital, Inc., as reported on the Over the Counter Bulletin Board on February
18, 2004</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"><CENTER>PART I</CENTER>
</FONT>

<BR WP="BR1">
<P><FONT FACE="Times New Roman"><center>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</FONT></center>

<BR WP="BR1">
<P><FONT FACE="Times New Roman">ITEM 1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  PLAN INFORMATION.</FONT></P>

<BR WP="BR1">
<P><FONT FACE="Times New Roman">On February 18, 2004, the Company entered into Consulting Agreements with Ambassador Capital
Group, Inc., Hing Bun Lau, Wai Hon Chiu, Huan Zhuan Wu and Tsz King Chan.  Copies of these
Consulting Agreements are attached to this registration statement as exhibits.  Under the terms of these
Consulting Agreements, the Company is required to issue shares of its common stock to the consultants
as consideration for the services to be provided.  A total aggregate of  1,800,000 shares are to be issued to
the various consultants pursuant to the terms of the Consulting Agreements. </FONT></P>

<P><FONT FACE="Times New Roman">The document(s) containing the information specified in Part I of Form S-8 will be sent or given to the
consultants as specified by Rule 428(b) (1) promulgated by the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933 (the "Securities Act"). Such document(s) are not
being filed with the Commission, but constitute (along with the documents incorporated by reference into
the Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements
of Section 10(a) of the Securities Act.</FONT></P>

<P><FONT FACE="Times New Roman">ITEM 2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.</FONT></P>

<P><FONT FACE="Times New Roman">The Company hereby undertakes to provide the consultants without charge, upon written or oral request,
with copies of all documents incorporated by reference in Item 3 of Part II of this registration statement.
Such documents are incorporated by reference in the Section 10(a) prospectus.  Other documents
required to be delivered to consultants pursuant to Rule 428(b) under the Securities Act of 1933 are also
available without charge upon written or oral request.  Requests for documents should be addressed to
the Company c/o Gary S. Joiner, 4750 Table Mesa Drive, Boulder, Colorado 80305.  Telephone: 303-494-3000. </FONT></P>

<BR WP="BR1">
<P><FONT FACE="Times New Roman"><CENTER>PART II</CENTER>
</FONT></P>

<BR WP="BR1">
<P ALIGN="CENTER"><FONT FACE="Times New Roman">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</FONT></P>

<P><FONT FACE="Times New Roman">ITEM 3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  INCORPORATION OF DOCUMENTS BY REFERENCE.</FONT></P>

<BR WP="BR1">
<P><FONT FACE="Times New Roman">The following documents previously or concurrently filed by the Company with the Commission are
hereby incorporated by reference into this Registration Statement:</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Companys Annual Report on Form 10-KSB for the fiscal year ended December 31,
2002 (the "Annual Report") filed by the Company (SEC File No. 000-30644) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the
Commission on February 28, 2003.</FONT></p>



<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the
end of the fiscal year covered by the Annual Report referred to in (a) above.</FONT></P>

<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
	The description of the Companys Common Stock set forth under the caption
"Description of Securities" in its 10-SB/A Registration Statement filed with the
Commission on August 31, 1999, is hereby incorporated by reference.</FONT></P>

<P><FONT FACE="Times New Roman">All of the above documents and documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated by reference into this Registration
Statement and to be a part thereof from the date of the filing of such documents. Any statement contained
in the documents incorporated, or deemed to be incorporated, by reference herein or therein shall be
deemed to be modified or superseded for purposes of this Registration Statement and the prospectus
which is a part hereof (the "Prospectus") to the extent that a statement contained herein or therein or in
any other subsequently filed document which also is, or is deemed to be, incorporated by reference
herein or therein modifies or supersedes such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Registration
Statement and the Prospectus.</FONT></P>


<P><FONT FACE="Times New Roman">ITEM 4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;	DESCRIPTION OF SECURITIES.</FONT><br>

 <FONT FACE="Times New Roman">		Not applicable.</FONT></P>


<P><FONT FACE="Times New Roman">ITEM 5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
INTERESTS OF NAMED EXPERTS AND COUNSEL.</FONT><br>


 <FONT FACE="Times New Roman">		Not applicable.</FONT></P>

<P><FONT FACE="Times New Roman">ITEM 6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
	 INDEMNIFICATION OF DIRECTORS AND OFFICERS.</FONT></P>


<P><FONT FACE="Times New Roman">Pursuant to Section 78.7502 of the Nevada Revised Statutes, we have the power to indemnify any person
made a party to any lawsuit by reason of being our director or officer, or serving at our request as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such actions suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the Company pursuant to the
foregoing provisions, we have been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and
is therefore unenforceable.</FONT></P>


<P><FONT FACE="Times New Roman">ITEM 7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
EXEMPTION FROM REGISTRATION CLAIMED.</FONT><br>

 <FONT FACE="Times New Roman">	Not Applicable.</FONT></P>


<P><FONT FACE="Times New Roman">ITEM 8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 	EXHIBITS.</FONT></P>

<P><FONT FACE="Times New Roman">	See the Exhibit Index following the signature page in this Registration Statement, which Exhibit
Index is incorporated herein by reference.</FONT></P>


<P><FONT FACE="Times New Roman">ITEM 9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;	UNDERTAKINGS.</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
	(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The undersigned Company hereby undertakes:</FONT></P>

<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(1) To file, during any period in which offers or sales are  being made, a post-effective
amendment to this Registration Statement to: (i) include any prospectus required by Section 10(a) (2) of
the Securities Act; (ii) reflect in the prospectus any facts or events arising after the effective date of the
Registration Statement which, individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424 (b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and (iii) include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any material change to such
information in the Registration Statement; PROVIDED, HOWEVER, that provisions (i) and (ii) of this
undertaking do not apply if the information required to be included in a post--effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the Commission by the
Company pursuant to the Exchange Act that are incorporated by reference into the Registration
Statement;</FONT></P>

<P><FONT FACE="Times New Roman">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
		(2)  That, for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement relating to the securities
offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof; and</FONT></P>

<P><FONT FACE="Times New Roman">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
		(3)  To remove from registration by means of post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.</FONT></P>

<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
	(b) The Company hereby undertakes that, for purposes of determining any liability under the
Securities Act, each filing of the Companys annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plans annual report pursuant to
Section 15 (d) of the Exchange Act) that is incorporated by reference in Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide offering thereof.</FONT></P>

<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
	(c)  Insofar as indemnification for liabilities arising under the Securities Act may be permitted to
directors, officers, and controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and, is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.</FONT></P>

<BR WP="BR1"><hr><P STYLE="PAGE-BREAK-BEFORE:always"></P>
<P><FONT FACE="Times New Roman">SIGNATURES</FONT></P>

<BR WP="BR1">
<P><FONT FACE="Times New Roman"><STRONG>The Registrant</STRONG>: Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the Wanchai, Hong Kong, February 20, 2004.</FONT></P>


<BR WP="BR1">
<P><FONT FACE="Times New Roman"><STRONG>LEOPARD CAPITAL, INC.</STRONG></FONT></P>

<BR WP="BR1">
<P><FONT FACE="Times New Roman">By: /s/ Kung Sze Chau</FONT><br>

 <FONT FACE="Times New Roman">Kung Sze Chau,  Chief Executive Officer and Director</FONT></P>

<BR WP="BR1">
<P><FONT FACE="Times New Roman">Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by
the following persons in the capacities and on the dates indicated.</FONT></P>


<P><FONT FACE="Times New Roman">/s/ Kung Sze Chau</FONT><br>

 <FONT FACE="Times New Roman">Kung Sze Chau,  Chief Executive Officer and Director</FONT></P>

<P><FONT FACE="Times New Roman">Date: February 20, 2004</FONT></P>

<P><FONT FACE="Times New Roman">	</FONT></P>

<P><FONT FACE="Times New Roman">/s/ Zhu Xiaoxin</FONT><br>

 <FONT FACE="Times New Roman">Zhu Xiaoxin, President and Director</FONT></P>

<BR WP="BR1">
<P><FONT FACE="Times New Roman">Date: February 20, 2004</FONT></P>



<P><FONT FACE="Times New Roman">/s/ Lai Man Yuk</FONT><br>

 <FONT FACE="Times New Roman">Lai Man Yuk, Vice President and Director</FONT></P>

<BR WP="BR1">
<P><FONT FACE="Times New Roman">Date: February 20, 2004</FONT></P>

<P><FONT FACE="Times New Roman">/s/ Jeff Cheung Ming</FONT><br>

 <FONT FACE="Times New Roman">Jeff Cheung Ming, Principal Accounting Officer</FONT></P>

<BR WP="BR1">
<P><FONT FACE="Times New Roman">Date: February 20, 2004</FONT></P>


<P><FONT FACE="Times New Roman">/s/ Song Feng</FONT><br>

 <FONT FACE="Times New Roman">Song Feng, Chief Operating Officer</FONT></P>

<BR WP="BR1">
<P><FONT FACE="Times New Roman">Date: February 20, 2004</FONT></P>


<BR WP="BR1"><hr><P STYLE="PAGE-BREAK-BEFORE:always"></P>
<P ALIGN="CENTER"><FONT FACE="Times New Roman">CHINA EXPERT NETWORK COMPANY LIMITED</FONT></P>

<p><CENTER>INDEX TO EXHIBITS</CENTER></p>
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">EXHIBIT NO.</FONT></TD>
<TD><FONT FACE="Times New Roman">DESCRIPTION</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">10.1</FONT></TD>
<TD><FONT FACE="Times New Roman">Consulting Agreement by and between Leopard Capital and Huan Zhuan, Wu</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">10.2</FONT></TD>
<TD><FONT FACE="Times New Roman">Consulting Agreement by and between Leopard Capital and Tsz King, Chan</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">10.3</FONT></TD>
<TD><FONT FACE="Times New Roman">Consulting Agreement by and between Leopard Capital Wai Hon, Chiu</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">10.4</FONT></TD>
<TD><FONT FACE="Times New Roman">Consulting Agreement by and between Leopard Capital and Ambassador Capital
Group</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">10.5</FONT></TD>
<TD><FONT FACE="Times New Roman">Consulting Agreement by and between Leopard Capital and Hing Bun, Lau</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">5.1</FONT></TD>
<TD><FONT FACE="Times New Roman">Opinion of Gary S. Joiner</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">23.1</FONT></TD>
<TD><FONT FACE="Times New Roman">Consent of McLean Majdanski, Chartered Accountants</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman"></FONT></TD>
<TD><FONT FACE="Times New Roman"></FONT></TD></TR></TABLE>
<BR WP="BR1">

<BR WP="BR1">
<P><FONT FACE="Times New Roman"> </FONT></P>



<BR WP="BR1"><hr><P STYLE="PAGE-BREAK-BEFORE:always"></P>

<P><FONT FACE="Times New Roman">Exhibit 10.1</FONT></P>

<P ALIGN="CENTER"><FONT FACE="Times New Roman"> </FONT></P>

<P ALIGN="CENTER"><FONT FACE="Times New Roman"><STRONG>CONSULTING AGREEMENT</STRONG></FONT></P>


<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">This consulting agreement (this "Agreement") is made the February 18, 2004 by and between Leopard
Capital, Inc. (the "Company"), and Mr. Huan Zhuan, Wu (the "Consultant").</FONT></P>

<P ALIGN="CENTER"><FONT FACE="Times New Roman"><STRONG>RECITALS</STRONG></FONT></P>

<P><FONT FACE="Times New Roman">WHEREAS, the Company wishes to engage the Consultant with respect to corporate finance and
reporting of Company;</FONT></P>

<P><FONT FACE="Times New Roman">WHEREAS, the Consultant is willing to provide her services to the Company provided for in the
Agreement as set forth below;</FONT></P>

<P ALIGN="CENTER"><FONT FACE="Times New Roman"><STRONG>AGREEMENT</STRONG></FONT></P>

<P><FONT FACE="Times New Roman">NOW THEREFORE, in consideration of the premises and the respective covenants and agreements of
the parties herein contained, the parties hereto agree as follows:</FONT></P>


<P><FONT FACE="Times New Roman">1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; TERM</FONT></P>

<P><FONT FACE="Times New Roman">The term of this Agreement shall commence on the date hereof and end on February 17, 2009.</FONT></P>

<P><FONT FACE="Times New Roman">2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; CONSULTING SERVICES</FONT></P>

<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;	Consulting Services. The corporate finance of the Company and other related business. ("Consulting
Services"). The Consulting Services will be performed with specific regard to the following:</FONT></P>


<blockquote><P><FONT FACE="Times New Roman">1.	Financial reporting:</FONT></P>

<P><FONT FACE="Times New Roman">a)	Assist in corporate and financial reporting to Security and Exchange Commission ( EC </FONT></P>

<P><FONT FACE="Times New Roman">2.	Merger and acquisitions</FONT></P>

<P><FONT FACE="Times New Roman">a)	Evaluate the possibilities of acquisitions and mergers for the Company in US and China</FONT></P>

<P><FONT FACE="Times New Roman">b)	Perform feasibility studies on possible acquisitions opportunities</FONT></P>

<P><FONT FACE="Times New Roman">c)	Prepare documentations and execute acquisition and merger plans in China and US</FONT></P>

<P><FONT FACE="Times New Roman">d)	Perform aftermath post-acquisition evaluations</FONT></P></blockquote>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Compensation. In consideration of the consulting services set forth in paragraph 2 (a), and subject to
the terms and conditions set forth herein the Company hereby agrees to issue to Consultant 240,000
shares of the Company's Common stock (the "Shares") up front and register such shares at the time of
initial issuance, or immediately thereafter, on Form S-8 under the Securities Exchange Act of 1934,
as amended ("Exchange Act").  The same number of shares is to be returned to the Company if the
services provided in Clause 2 do not satisfy the Company  requirements as further elaborated in
Exhibit.</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Issuance. Issuance and delivery of the Shares shall be immediately after the full reporting date of the
Company, at which time, the Company shall deliver to the Consultant: (i) the certificate or
certificates evidencing the Shares to be issued to the Consultant and the respective dates, registered
in the name of the Consultant; and (ii) evidence that the Shares have been           registered on Form
S-8 to be filed upon issuance of the Shares to the Consultant, registering for resale thereof.</FONT></P>


<P><FONT FACE="Times New Roman">3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; CONFIDENTIAL INFORMATION</FONT></P>

<P><FONT FACE="Times New Roman">In connection with the providing of Consulting Services, hereunder, the Consultant may come into
contact with information concerning the Company which the Company deems confidential (the
Confidential Information"). The Consultant understands and agrees that any Confidential Information
disclosed pursuant to this Agreement is secret, proprietary and of great value to the Company, which
value may be impaired if the secrecy of such information is not maintained. The Consultant further
agrees that he will take necessary security measures to preserve and protect the</FONT></P>

<P><FONT FACE="Times New Roman">secrecy of such Confidential Information, and to hold such Confidential Information in strict confidence
and not to disclose such Confidential Information, either directly or indirectly to any person or entity
during the term of this agreement or any time following the expiration or termination hereof; provided,
however, that the Consultant may disclose the Confidential Information to an assistant to whom
disclosure is necessary for the providing of Consulting Services under this Agreement provided that such
assistant enters into similar agreement to protect the Confidential Information.</FONT></P>

<P><FONT FACE="Times New Roman">4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 REPRESENTATION AND WARRANTIES OF THE COMPANY</FONT></P>

<P><FONT FACE="Times New Roman">The Company hereby represents and warrants to the Consultant that as of the date hereof:</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Authorization and Validity of Shares. The Shares have been duly authorized and are validly issued
and outstanding, fully paid and non-assessable and free of any preemptive rights. The Shares are not
subject to any lien, pledge, security interest or other encumbrance.</FONT></P>

<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Authorization of Agreement. The Company has taken all actions and has obtained all consents or
approvals necessary to authorize it to enter into this Agreement.</FONT></P>

<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Registration. The Shares have been, or will be upon the filing of an S-8 Registration Statement,
registered pursuant to the Securities Act.</FONT></P>

<P><FONT FACE="Times New Roman">5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 INDEMNIFICATION</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 The Company shall indemnify the Consultant from and against any and all expenses (including
reasonable attorneys' fees), judgments, fines, claims, cause of action, liabilities and other amounts
paid (whether in settlement or otherwise actually and reasonably incurred) by the Consultant in
connection with such action, suit or proceeding if (i) the Consultant was made a party to any action,
suit or proceeding by reason of the fact that the Consultant rendered advice or services to the
Company pursuant to this Agreement, and (ii) the Consultant acted in good faith and in a manner
reasonably believed by the Consultant to be in or not opposed to the interests of the Company, and
with respect to any criminal action or proceeding, had no reasonable cause or believe his conduct
was unlawful.</FONT></P>

<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Consultant shall indemnify the Company from and against any and all expenses (including
attorney's fees), judgments, fines, claims, causes of action, liabilities and other amounts paid
(whether in settlement or otherwise actually and reasonably incurred) by the Company in connection
with such action, suit or proceeding if (i) the Company was made a party to any action, suit or
proceeding by reason of the fact that the Consultant rendered advice or services to the Company
pursuant to this Agreement, and (ii) the Consultant did not act in good faith and in a manner
reasonably believed by the Consultant to be in or not opposed to the interests of the Company, and
with respect to any criminal action or proceeding, did not reasonably believe his conduct was lawful.</FONT></P>

<P><FONT FACE="Times New Roman">6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 REPRESENTATION OF THE CONSULTANT</FONT></P>


<P><FONT FACE="Times New Roman">The Consultant represents that she is a qualified expert in her field in terms of providing Consulting
Services to the Company and her provision of the Consulting Services is legal.</FONT></P>


<P><FONT FACE="Times New Roman">7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 INDEPENDENT CONTRACTOR STATUS</FONT></P>

<P><FONT FACE="Times New Roman">It is expressly understood and agreed that this is a consulting agreement only and does not constitute an
employer-employee relationship. The parties further acknowledge that the Company's services hereunder
are not exclusive, but that the Consultant shall be performing services and undertaking other
responsibilities, for and with other entities or persons, which may directly or indirectly compete with the
Company.</FONT></P>


<P><FONT FACE="Times New Roman">8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; NOTICE</FONT></P>


<P><FONT FACE="Times New Roman">All notices provided by this Agreement shall be in writing and shall be given by facsimile transmission,
overnight courier, by registered mail or by personal delivery, by one party to the other, addressed to such
other party at the applicable address set forth below, or to such other address as may be given for such
purpose by such other party by notice duly given hereunder. Notice shall be deemed properly given on
the date of the delivery.</FONT></P>

<BR WP="BR1">
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">To Consultant:	</FONT></TD>
<TD><FONT FACE="Times New Roman">First Asia Finance Group Limited</FONT><br>

 <FONT FACE="Times New Roman">Room 3505-06, 35<SUP>th</SUP> Floor</FONT><br>

 <FONT FACE="Times New Roman">Edinburgh Tower, The Landmark</FONT><br>

 <FONT FACE="Times New Roman">15 Queen  Road Central</FONT><br>

 <FONT FACE="Times New Roman">Hong Kong</FONT></P>
</TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">To the Company:</FONT></TD>
<TD><FONT FACE="Times New Roman">First Asia Finance Group Limited</FONT><br>

 <FONT FACE="Times New Roman">Room 3505-06, 35<SUP>th</SUP> Floor</FONT><br>

 <FONT FACE="Times New Roman">Edinburgh Tower, The Landmark</FONT><br>

 <FONT FACE="Times New Roman">15 Queen  Road Central</FONT><br>

 <FONT FACE="Times New Roman">Hong Kong</FONT></TD></TR></TABLE>
</P>

<P><FONT FACE="Times New Roman">9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; MISCELLANEOUS</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Waiver. Any term or provision of this Agreement may be waived at any time by the party entitled to
the benefit thereof by a written instrument duly executed by such party.</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Entire Agreement. This Agreement contains the entire understanding between the parties hereto with
respect to the transactions contemplated hereby, and may not be amended, modified, or altered
except by an instrument in writing signed by the party against whom such amendment, modification,
or alteration is sought to be enforced. This Agreement supercedes and replaces all other agreements
between the parties with respect to any services to be performed by the Consultant of behalf of the
Company.</FONT></P>

<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the
State of New York, the United States of America, without regard to its conflict of laws rules and
principles.</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(d) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Each party hereby agrees to solve any dispute through friendly discussions and arbitration in New
York City pursuant to the rules of the American Arbitration Association with one arbitrator jointly
selected by the parties. Arbitration shall be the exclusive and final remedy, the award of which shall
be final and enforceable against the parties.</FONT></P>

<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Binding Effect. This Agreement shall bind and inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, successors and assigns.</FONT></P>

<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(f) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Construction. The captions and headings contained herein are inserted for convenient reference only,
are not a part hereof and the same shall not limit or construe the provisions to which they apply.
Reference in this agreement to "paragraphs" are to the paragraphs in this Agreement, unless
otherwise noted.</FONT></P>

<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(g) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Expenses. Each party shall pay and be responsible for the cost and expanses, including, without
limitations, attorneys' fees, incurred by such party in connection with negotiation, preparation and
execution of this Agreement and the transactions contemplated hereby.</FONT></P>

<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Assignment. No party hereto may assign any of its rights or delegate any of its obligations under this
Agreement without the express written consent of the other party hereto.</FONT></P>

<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Counterparts. This Agreement may be executed simultaneously in two counterparts, each of which
shall be deemed an original, but both of which together shall constitute one and the same agreement,
binding upon both parties hereto, not withstanding that both parties are not signatories to the original
or the same counterpart.</FONT></P>


<BR WP="BR1"><hr><P STYLE="PAGE-BREAK-BEFORE:always"></P>
<P><FONT FACE="Times New Roman">IN WITNESS WHEREOF, the parties have caused this CONSULTING AGREEMENT to be duly
executed as of the day and year first above written</FONT></P>


<BR WP="BR1">
<P><FONT FACE="Times New Roman">LEOPARD CAPITAL, INC.</FONT></P>


<BR WP="BR1">
<P><FONT FACE="Times New Roman">By:	/s/ Zhu Xiao Xin</FONT><br>

 <FONT FACE="Times New Roman">	Zhu Xiao Xin</FONT><br>

 <FONT FACE="Times New Roman">	President</FONT></P>

<BR WP="BR1">
<P><FONT FACE="Times New Roman">/s/ Huan Zhuan, Wu</FONT><br>

 <FONT FACE="Times New Roman">HUAN ZHUAN, WU</FONT></P>


<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"> </FONT></P>
<BR WP="BR1"><hr><P STYLE="PAGE-BREAK-BEFORE:always"></P>
<P><FONT FACE="Times New Roman">EXHIBIT</FONT></P>

<BR WP="BR1">
<P ALIGN="CENTER"><FONT FACE="Times New Roman">Time Table of Consulting Services</FONT></P>

<P ALIGN="CENTER"><FONT FACE="Times New Roman">By Huan Zhuan, Wu</FONT></P>

<BR WP="BR1">
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">Period</FONT></TD>
<TD><FONT FACE="Times New Roman">Services to be performed</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">
<BR WP="BR1"><BR WP="BR2"></FONT>Feb 2004 to Feb, 2005</TD>
<TD><FONT FACE="Times New Roman"></FONT>
<BR WP="BR1"><BR WP="BR2">Assist in timely financial reporting to SEC
</TD></TR>
<TR VALIGN="TOP"><TD>
<BR WP="BR1"><BR WP="BR2"><FONT FACE="Times New Roman"></FONT>Mar 2005 to Feb 2006</TD>
<TD><FONT FACE="Times New Roman"></FONT>
<BR WP="BR1"><BR WP="BR2">Assist in timely financial reporting to SEC

<P><FONT FACE="Times New Roman">Evaluate merger and acquisition possibilities</FONT></P>
</TD></TR>
<TR VALIGN="TOP"><TD>
<BR WP="BR1"><BR WP="BR2"><FONT FACE="Times New Roman"></FONT>Mar 2006 to Feb 2007
</TD>
<TD>
<BR WP="BR1"><BR WP="BR2"><FONT FACE="Times New Roman"></FONT>Assist in timely financial reporting to SEC

<P><FONT FACE="Times New Roman">Perform feasibility studies on possible merger and acquisition
targets</FONT></P>

<P><FONT FACE="Times New Roman"> </FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman"></P>
<BR WP="BR1"><BR WP="BR2"></FONT>Mar 2007to Feb 2008</TD>
<TD><FONT FACE="Times New Roman"></FONT>
<BR WP="BR1"><BR WP="BR2">Assist in timely financial reporting to SEC
</TD></TR>
<TR VALIGN="TOP"><TD>
<BR WP="BR1"><BR WP="BR2"><FONT FACE="Times New Roman"></FONT>Mar 2008 to Feb 2009
</TD>
<TD>
<BR WP="BR1"><BR WP="BR2"><FONT FACE="Times New Roman"></FONT>Assist in timely financial reporting to SEC

<P><FONT FACE="Times New Roman">Perform aftermath post  acquisition evaluations</FONT></P>
</TD></TR></TABLE>


<BR WP="BR1"><hr><P STYLE="PAGE-BREAK-BEFORE:always"></P>
<P><FONT FACE="Times New Roman">Exhibit 10.2</FONT></P>

<P ALIGN="CENTER"><FONT FACE="Times New Roman"><STRONG>CONSULTING AGREEMENT</STRONG></FONT></P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">This consulting agreement (this "Agreement") is made the February 18, 2004 by and between Leopard
Capital, Inc. (the "Company"), and Mr. Tsz King, Chan (the "Consultant").</FONT></P>


<P ALIGN="CENTER"><FONT FACE="Times New Roman"><STRONG>RECITALS</STRONG></FONT></P>

<P><FONT FACE="Times New Roman">WHEREAS, the Company wishes to engage the Consultant with respect to corporate finance and
reporting of Company;</FONT></P>


<P><FONT FACE="Times New Roman">WHEREAS, the Consultant is willing to provide his services to the Company provided for in the
Agreement as set forth below;</FONT></P>


<P ALIGN="CENTER"><FONT FACE="Times New Roman"><STRONG>AGREEMENT</STRONG></FONT></P>


<P><FONT FACE="Times New Roman">NOW THEREFORE, in consideration of the premises and the respective covenants and agreements of
the parties herein contained, the parties hereto agree as follows:</FONT></P>


<P><FONT FACE="Times New Roman"> 1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 TERM </FONT></P>


<P><FONT FACE="Times New Roman">The term of this Agreement shall commence on the date hereof and end on February 17, 2009.</FONT></P>


<P><FONT FACE="Times New Roman"> 2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 CONSULTING SERVICES </FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
	Consulting Services. The corporate finance and reporting of the Company and other related business.
("Consulting Services"). The Consulting Services will be performed with specific regard to the
following:</FONT></P>


<blockquote><P><FONT FACE="Times New Roman">Financial reporting:</FONT></P>

<P><FONT FACE="Times New Roman">a)	Assist in corporate and financial reporting to Security and Exchange Commission ( EC ; and</FONT></P>

<P><FONT FACE="Times New Roman">b)	Evaluate, assess, plan and implement the financial and internal control system of the Company
and perform aftermath evaluation.</FONT></P></blockquote>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Compensation. In consideration of the consulting services set forth in paragraph 2 (a), and subject to
the terms and conditions set forth herein the Company hereby agrees to issue to Consultant 70,000
shares of the Company's Common stock (the "Shares") up front and register such shares at the time of
initial issuance, or immediately thereafter, on Form S-8 under the Securities Exchange Act of 1934,
as amended ("Exchange Act").  The same number of shares is to be returned to the Company if the
services provided in Clause 2 do not satisfy the Company  requirements as further elaborated in
Exhibit.</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Issuance. Issuance and delivery of the Shares shall be immediately after the full reporting date of the
Company, at which time, the Company shall deliver to the Consultant: (i) the certificate or
certificates evidencing the Shares to be issued to the Consultant and the respective dates, registered
in the name of the Consultant; and (ii) evidence that the Shares have been           registered on Form
S-8 to be filed upon issuance of the Shares to the Consultant, registering for resale thereof.</FONT></P>


<P><FONT FACE="Times New Roman">3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; CONFIDENTIAL INFORMATION</FONT></P>


<P><FONT FACE="Times New Roman">In connection with the providing of Consulting Services, hereunder, the Consultant may come into
contact with information concerning the Company which the Company deems confidential (the
Confidential Information"). The Consultant understands and agrees that any Confidential Information
disclosed pursuant to this Agreement is secret, proprietary and of great value to the Company, which
value may be impaired if the secrecy of such information is not maintained. The Consultant further
agrees that he will take necessary security measures to preserve and protect the</FONT></P>

<P><FONT FACE="Times New Roman">secrecy of such Confidential Information, and to hold such Confidential Information in strict confidence
and not to disclose such Confidential Information, either directly or indirectly to any person or entity
during the term of this agreement or any time following the expiration or termination hereof; provided,
however, that the Consultant may disclose the Confidential Information to an assistant to whom
disclosure is necessary for the providing of Consulting Services under this Agreement provided that such
assistant enters into similar agreement to protect the Confidential Information.</FONT></P>

<P><FONT FACE="Times New Roman">4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 REPRESENTATION AND WARRANTIES OF THE COMPANY</FONT></P>

<P><FONT FACE="Times New Roman">The Company hereby represents and warrants to the Consultant that as of the date hereof:</FONT></P>

<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Authorization and Validity of Shares. The Shares have been duly authorized and are validly issued
and outstanding, fully paid and non-assessable and free of any preemptive rights. The Shares are not
subject to any lien, pledge, security interest or other encumbrance.</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Authorization of Agreement. The Company has taken all actions and has obtained all consents or
approvals necessary to authorize it to enter into this Agreement.</FONT></P>

<P><FONT FACE="Times New Roman">(c) Registration. The Shares have been, or will be upon the filing of an S-8 Registration Statement,
registered pursuant to the Securities Act.</FONT></P>


<P><FONT FACE="Times New Roman">5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; INDEMNIFICATION</FONT></P>

<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company shall indemnify the Consultant from and against any and all expenses (including
reasonable attorneys' fees), judgments, fines, claims, cause of action, liabilities and other amounts
paid (whether in settlement or otherwise actually and reasonably incurred) by the Consultant in
connection with such action, suit or proceeding if (i) the Consultant was made a party to any action,
suit or proceeding by reason of the fact that the Consultant rendered advice or services to the
Company pursuant to this Agreement, and (ii) the Consultant acted in good faith and in a manner
reasonably believed by the Consultant to be in or not opposed to the interests of the Company, and
with respect to any criminal action or proceeding, had no reasonable cause or believe his conduct
was unlawful.</FONT></P>

<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 The Consultant shall indemnify the Company from and against any and all expenses (including
attorney's fees), judgments, fines, claims, causes of action, liabilities and other amounts paid
(whether in settlement or otherwise actually and reasonably incurred) by the Company in connection
with such action, suit or proceeding if (i) the Company was made a party to any action, suit or
proceeding by reason of the fact that the Consultant rendered advice or services to the Company
pursuant to this Agreement, and (ii) the Consultant did not act in good faith and in a manner
reasonably believed by the Consultant to be in or not opposed to the interests of the Company, and
with respect to any criminal action or proceeding, did not reasonably believe his conduct was lawful.</FONT></P>

<P><FONT FACE="Times New Roman">6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 REPRESENTATION OF THE CONSULTANT</FONT></P>


<P><FONT FACE="Times New Roman">The Consultant represents that she is a qualified expert in her field in terms of providing Consulting
Services to the Company and her provision of the Consulting Services is legal.</FONT></P>

<P><FONT FACE="Times New Roman">7. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;INDEPENDENT CONTRACTOR STATUS</FONT></P>


<P><FONT FACE="Times New Roman">It is expressly understood and agreed that this is a consulting agreement only and does not constitute an
employer-employee relationship. The parties further acknowledge that the Company's services hereunder
are not exclusive, but that the Consultant shall be performing services and undertaking other
responsibilities, for and with other entities or persons, which may directly or indirectly compete with the
Company.</FONT></P>

<P><FONT FACE="Times New Roman">8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; NOTICE</FONT></P>

<P><FONT FACE="Times New Roman">All notices provided by this Agreement shall be in writing and shall be given by facsimile transmission,
overnight courier, by registered mail or by personal delivery, by one party to the other, addressed to such
other party at the applicable address set forth below, or to such other address as may be given for such
purpose by such other party by notice duly given hereunder. Notice shall be deemed properly given on
the date of the delivery.</FONT></P>

<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">To Consultant:</FONT></TD>
<TD><FONT FACE="Times New Roman">First Asia Finance Group Limited</FONT><br>

 <FONT FACE="Times New Roman">Room 3505-06, 35<SUP>th</SUP> Floor</FONT><br>

 <FONT FACE="Times New Roman">Edinburgh Tower, The Landmark</FONT><br>

 <FONT FACE="Times New Roman">15 Queen  Road Central</FONT><br>

 <FONT FACE="Times New Roman">Hong Kong</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">To the Company:</FONT></TD>
<TD><FONT FACE="Times New Roman">First Asia Finance Group Limited</FONT><br>

 <FONT FACE="Times New Roman">Room 3505-06, 35<SUP>th</SUP> Floor</FONT><br>

 <FONT FACE="Times New Roman">Edinburgh Tower, The Landmark</FONT><br>

 <FONT FACE="Times New Roman">15 Queen  Road Central</FONT><br>

 <FONT FACE="Times New Roman">Hong Kong</FONT></TD></TR></TABLE>
</P>

<P><FONT FACE="Times New Roman">9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; MISCELLANEOUS</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Waiver. Any term or provision of this Agreement may be waived at any time by the party entitled to
the benefit thereof by a written instrument duly executed by such party.</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Entire Agreement. This Agreement contains the entire understanding between the parties hereto with
respect to the transactions contemplated hereby, and may not be amended, modified, or altered
except by an instrument in writing signed by the party against whom such amendment, modification,
or alteration is sought to be enforced. This Agreement supercedes and replaces all other agreements
between the parties with respect to any services to be performed by the Consultant of behalf of the
Company.</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the
State of New York, the United States of America, without regard to its conflict of laws rules and
principles.</FONT></P>

<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Each party hereby agrees to solve any dispute through friendly discussions and arbitration in New
York City pursuant to the rules of the American Arbitration Association with one arbitrator jointly
selected by the parties. Arbitration shall be the exclusive and final remedy, the award of which shall
be final and enforceable against the parties.</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Binding Effect. This Agreement shall bind and inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, successors and assigns.</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Construction. The captions and headings contained herein are inserted for convenient reference only,
are not a part hereof and the same shall not limit or construe the provisions to which they apply.
Reference in this agreement to "paragraphs" are to the paragraphs in this Agreement, unless
otherwise noted.</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Expenses. Each party shall pay and be responsible for the cost and expanses, including, without
limitations, attorneys' fees, incurred by such party in connection with negotiation, preparation and
execution of this Agreement and the transactions contemplated hereby.</FONT></P>

<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Assignment. No party hereto may assign any of its rights or delegate any of its obligations under this
Agreement without the express written consent of the other party hereto.</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Counterparts. This Agreement may be executed simultaneously in two counterparts, each of which
shall be deemed an original, but both of which together shall constitute one and the same agreement,
binding upon both parties hereto, not withstanding that both parties are not signatories to the original
or the same counterpart.</FONT></P>

<BR WP="BR1"><hr><P STYLE="PAGE-BREAK-BEFORE:always"></P>
<P><FONT FACE="Times New Roman">IN WITNESS WHEREOF, the parties have caused this CONSULTING AGREEMENT to be duly
executed as of the day and year first above written</FONT></P>


<BR WP="BR1">
<P><FONT FACE="Times New Roman">LEOPARD CAPITAL, INC.</FONT></P>

<BR WP="BR1">
<P><FONT FACE="Times New Roman">By:	/s/ Zhu Xiao Xin</FONT><br>

 <FONT FACE="Times New Roman">	Zhu Xiao Xin</FONT><br>
 <FONT FACE="Times New Roman">	President</FONT></P>

<BR WP="BR1">
<P><FONT FACE="Times New Roman">/s/ Tsz King, Chan</FONT><br>

 <FONT FACE="Times New Roman">TSZ KING, CHAN</FONT></p>

<BR WP="BR1"> <hr><P STYLE="PAGE-BREAK-BEFORE:always"></P>
<P><FONT FACE="Times New Roman">EXHIBIT</FONT></P>

<BR WP="BR1">
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD></TD>
<TD><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">Time Table of Consulting Services</FONT>

<P><FONT FACE="Times New Roman">By Tsz King, Chan</FONT></P>
</TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">Period</FONT></TD>
<TD><FONT FACE="Times New Roman">Services to be performed</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">
<BR WP="BR1"><BR WP="BR2"></FONT>Feb 2004 to Feb, 2005</TD>
<TD><FONT FACE="Times New Roman"></FONT>
<BR WP="BR1"><BR WP="BR2"><FONT FACE="Times New Roman">Assist in timely financial reporting to SEC</FONT>

<P><FONT FACE="Times New Roman">Evaluate the existing internal control system of the Company</FONT></P>
</TD></TR>
<TR VALIGN="TOP"><TD>
<BR WP="BR1"><BR WP="BR2"><FONT FACE="Times New Roman"></FONT>Mar 2005 to Feb 2006</TD>
<TD><FONT FACE="Times New Roman"></FONT>
<BR WP="BR1"><BR WP="BR2">Assist in timely financial reporting to SEC

<P><FONT FACE="Times New Roman">Perform feasibility study on the internal control system of the
Company</FONT></P>
</TD></TR>
<TR VALIGN="TOP"><TD>
<BR WP="BR1"><BR WP="BR2"><FONT FACE="Times New Roman"></FONT>Mar 2006 to Feb 2007
</TD>
<TD>
<BR WP="BR1"><BR WP="BR2"><FONT FACE="Times New Roman"></FONT>Assist in timely financial reporting to SEC

<P><FONT FACE="Times New Roman">Plan and document the implementation plan for the new internal
control system for the Company</FONT></P>
</TD></TR>
<TR VALIGN="TOP"><TD>
<BR WP="BR1"><BR WP="BR2"><FONT FACE="Times New Roman"></FONT>Mar 2007to Feb 2008</TD>
<TD><FONT FACE="Times New Roman"></FONT>
<BR WP="BR1"><BR WP="BR2">Assist in timely financial reporting to SEC

<P><FONT FACE="Times New Roman">Implement the internal control system as planned and documented</FONT></P>
</TD></TR>
<TR VALIGN="TOP"><TD>
<BR WP="BR1"><BR WP="BR2"><FONT FACE="Times New Roman"></FONT>Mar 2008 to Feb 2009
</TD>
<TD>
<BR WP="BR1"><BR WP="BR2"><FONT FACE="Times New Roman"></FONT>Assist in timely financial reporting to SEC

<P><FONT FACE="Times New Roman">Evaluate the results of the internal control system after
implementation</FONT></P>
</TD></TR></TABLE>


<BR WP="BR1"><hr><P STYLE="PAGE-BREAK-BEFORE:always"></P>
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">Exhibit 10.3</FONT></P>

<BR WP="BR1">
<P ALIGN="CENTER"><FONT FACE="Times New Roman"><STRONG>CONSULTING AGREEMENT</STRONG></FONT></P>


<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">This consulting agreement (this "Agreement") is made the February 18, 2004 by and between Leopard
Capital, Inc. (the "Company"), and Mr. Wai Hon, Chiu (the "Consultant").</FONT></P>


<P ALIGN="CENTER"><FONT FACE="Times New Roman"><STRONG>RECITALS</STRONG></FONT></P>


<P><FONT FACE="Times New Roman">WHEREAS, the Company wishes to engage the Consultant with respect to IT process improvement of
the Company;</FONT></P>

<P><FONT FACE="Times New Roman">WHEREAS, the Consultant is willing to provide his services to the Company provided for in the
Agreement as set forth below;</FONT></P>


<P ALIGN="CENTER"><FONT FACE="Times New Roman"><STRONG>AGREEMENT</STRONG></FONT></P>


<P><FONT FACE="Times New Roman">NOW THEREFORE, in consideration of the premises and the respective covenants and agreements of
the parties herein contained, the parties hereto agree as follows:</FONT></P>

<P><FONT FACE="Times New Roman"> 1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 TERM&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </FONT></P>

<P><FONT FACE="Times New Roman">The term of this Agreement shall commence on the date hereof and end on February 17, 2009.</FONT></P>


<P><FONT FACE="Times New Roman"> 2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 CONSULTING SERVICES</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Consulting Services. The IT process improvement of the Company and other related business.
("Consulting Services"). The Consulting Services will be performed with specific regard to the
following:</FONT></P>


<blockquote><P><FONT FACE="Times New Roman">IT process improvement program:</FONT></P>

<P><FONT FACE="Times New Roman">a)	Assist in the Company  IT process improvement program to establish an improvement
implementation plan for the Company  daily operation; and</FONT></P>

<P><FONT FACE="Times New Roman">b)	Evaluate and assess on existing workflow system and perform feasibilities studies on the IT
process improvement plans.</FONT></P></blockquote>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Compensation. In consideration of the consulting services set forth in paragraph 2 (a), and subject to
the terms and conditions set forth herein the Company hereby agrees to issue to Consultant 540,000
shares of the Company's Common stock (the "Shares") up front and register such shares at the time of
initial issuance, or immediately thereafter, on Form S-8 under the Securities Exchange Act of 1934,
as amended ("Exchange Act").  The same number of shares is to be returned to the Company if the
services provided in Clause 2 do not satisfy the Company  requirements as further elaborated in
Exhibit.</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Issuance. Issuance and delivery of the Shares shall be immediately after the full reporting date of the
Company, at which time, the Company shall deliver to the Consultant: (i) the certificate or
certificates evidencing the Shares to be issued to the Consultant and the respective dates, registered
in the name of the Consultant; and (ii) evidence that the Shares have been registered on Form
S-8 to be filed upon issuance of the Shares to the Consultant, registering for resale thereof.</FONT></P>


<P><FONT FACE="Times New Roman">3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; CONFIDENTIAL INFORMATION</FONT></P>

<P><FONT FACE="Times New Roman">In connection with the providing of Consulting Services, hereunder, the Consultant may come into
contact with information concerning the Company which the Company deems confidential (the
Confidential Information"). The Consultant understands and agrees that any Confidential Information
disclosed pursuant to this Agreement is secret, proprietary and of great value to the Company, which
value may be impaired if the secrecy of such information is not maintained. The Consultant further
agrees that he will take necessary security measures to preserve and protect the secrecy of such
Confidential Information, and to hold such Confidential Information in strict confidence and not to
disclose such Confidential Information, either directly or indirectly to any person or entity during the
term of this agreement or any time following the expiration or termination hereof; provided, however,
that the Consultant may disclose the Confidential Information to an assistant to whom disclosure is
necessary for the providing of Consulting Services under this Agreement provided that such assistant
enters into similar agreement to protect the Confidential Information.</FONT></P>

<P><FONT FACE="Times New Roman">4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 REPRESENTATION AND WARRANTIES OF THE COMPANY</FONT></P>


<P><FONT FACE="Times New Roman">The Company hereby represents and warrants to the Consultant that as of the date hereof:</FONT></P>

<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Authorization and Validity of Shares. The Shares have been duly authorized and are validly issued
and outstanding, fully paid and non-assessable and free of any preemptive rights. The Shares are not
subject to any lien, pledge, security interest or other encumbrance.</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Authorization of Agreement. The Company has taken all actions and has obtained all consents or
approvals necessary to authorize it to enter into this Agreement.</FONT></P>

<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Registration. The Shares have been, or will be upon the filing of an S-8 Registration Statement,
registered pursuant to the Securities Act.</FONT></P>


<P><FONT FACE="Times New Roman">5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  INDEMNIFICATION</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 The Company shall indemnify the Consultant from and against any and all expenses (including
reasonable attorneys' fees), judgments, fines, claims, cause of action, liabilities and other amounts
paid (whether in settlement or otherwise actually and reasonably incurred) by the Consultant in
connection with such action, suit or proceeding if (i) the Consultant was made a party to any action,
suit or proceeding by reason of the fact that the Consultant rendered advice or services to the
Company pursuant to this Agreement, and (ii) the Consultant acted in good faith and in a manner
reasonably believed by the Consultant to be in or not opposed to the interests of the Company, and
with respect to any criminal action or proceeding, had no reasonable cause or believe his conduct
was unlawful.</FONT></P>

<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 The Consultant shall indemnify the Company from and against any and all expenses (including
attorney's fees), judgments, fines, claims, causes of action, liabilities and other amounts paid
(whether in settlement or otherwise actually and reasonably incurred) by the Company in connection
with such action, suit or proceeding if (i) the Company was made a party to any action, suit or
proceeding by reason of the fact that the Consultant rendered advice or services to the Company
pursuant to this Agreement, and (ii) the Consultant did not act in good faith and in a manner
reasonably believed by the Consultant to be in or not opposed to the interests of the Company, and
with respect to any criminal action or proceeding, did not reasonably believe his conduct was lawful.</FONT></P>


<P><FONT FACE="Times New Roman">6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 REPRESENTATION OF THE CONSULTANT</FONT></P>


<P><FONT FACE="Times New Roman">The Consultant represents that she is a qualified expert in her field in terms of providing Consulting
Services to the Company and her provision of the Consulting Services is legal.</FONT></P>

<P><FONT FACE="Times New Roman">7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 INDEPENDENT CONTRACTOR STATUS</FONT></P>

<P><FONT FACE="Times New Roman">It is expressly understood and agreed that this is a consulting agreement only and does not constitute an
employer-employee relationship. The parties further acknowledge that the Company's services hereunder
are not exclusive, but that the Consultant shall be performing services and undertaking other
responsibilities, for and with other entities or persons, which may directly or indirectly compete with the
Company.</FONT></P>

<P><FONT FACE="Times New Roman">8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 NOTICE</FONT></P>


<P><FONT FACE="Times New Roman">All notices provided by this Agreement shall be in writing and shall be given by facsimile transmission,
overnight courier, by registered mail or by personal delivery, by one party to the other, addressed to such
other party at the applicable address set forth below, or to such other address as may be given for such
purpose by such other party by notice duly given hereunder. Notice shall be deemed properly given on
the date of the delivery.</FONT></P>

<BR WP="BR1">
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">To Consultant:</FONT></TD>
<TD><FONT FACE="Times New Roman">First Asia Finance Group Limited</FONT><br>

 <FONT FACE="Times New Roman">Room 3505-06, 35<SUP>th</SUP> Floor</FONT><br>

 <FONT FACE="Times New Roman">Edinburgh Tower, The Landmark</FONT><br>

 <FONT FACE="Times New Roman">15 Queen  Road Central</FONT><br>
 <FONT FACE="Times New Roman">Hong Kong</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">To the Company:</FONT></TD>
<TD><FONT FACE="Times New Roman">First Asia Finance Group Limited</FONT><br>

 <FONT FACE="Times New Roman">Room 3505-06, 35<SUP>th</SUP> Floor</FONT><br>

 <FONT FACE="Times New Roman">Edinburgh Tower, The Landmark</FONT><br>

 <FONT FACE="Times New Roman">15 Queen  Road Central</FONT><br>
 <FONT FACE="Times New Roman">Hong Kong</FONT></TD></TR></TABLE>
</P>
<BR WP="BR1">
<P><FONT FACE="Times New Roman">9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 MISCELLANEOUS</FONT></P>

<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Waiver. Any term or provision of this Agreement may be waived at any time by the party entitled to
the benefit thereof by a written instrument duly executed by such party.</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Entire Agreement. This Agreement contains the entire understanding between the parties hereto with
respect to the transactions contemplated hereby, and may not be amended, modified, or altered
except by an instrument in writing signed by the party against whom such amendment, modification,
or alteration is sought to be enforced. This Agreement supercedes and replaces all other agreements
between the parties with respect to any services to be performed by the Consultant of behalf of the
Company.</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the
State of New York, the United States of America, without regard to its conflict of laws rules and
principles.</FONT></P>

<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Each party hereby agrees to solve any dispute through friendly discussions and arbitration in New
York City pursuant to the rules of the American Arbitration Association with one arbitrator jointly
selected by the parties. Arbitration shall be the exclusive and final remedy, the award of which shall
be final and enforceable against the parties.</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Binding Effect. This Agreement shall bind and inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, successors and assigns.</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Construction. The captions and headings contained herein are inserted for convenient reference only,
are not a part hereof and the same shall not limit or construe the provisions to which they apply.
Reference in this agreement to "paragraphs" are to the paragraphs in this Agreement, unless
otherwise noted.</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Expenses. Each party shall pay and be responsible for the cost and expanses, including, without
limitations, attorneys' fees, incurred by such party in connection with negotiation, preparation and
execution of this Agreement and the transactions contemplated hereby.</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Assignment. No party hereto may assign any of its rights or delegate any of its obligations under this
Agreement without the express written consent of the other party hereto.</FONT></P>

<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 (i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Counterparts. This Agreement may be executed simultaneously in two counterparts, each of which
shall be deemed an original, but both of which together shall constitute one and the same agreement,
binding upon both parties hereto, not withstanding that both parties are not signatories to the original
or the same counterpart.</FONT></P>


<BR WP="BR1"><hr><P STYLE="PAGE-BREAK-BEFORE:always"></P>
<P><FONT FACE="Times New Roman">IN WITNESS WHEREOF, the parties have caused this CONSULTING AGREEMENT to be duly
executed as of the day and year first above written</FONT></P>

<BR WP="BR1">
<P><FONT FACE="Times New Roman">LEOPARD CAPITAL, INC.</FONT></P>


<BR WP="BR1">
<P><FONT FACE="Times New Roman">By:	/s/ Zhu Xiao Xin</FONT><br>

 <FONT FACE="Times New Roman">	Zhu Xiao Xin</FONT><br>
 <FONT FACE="Times New Roman">	President</FONT></P>

<BR WP="BR1">
<P><FONT FACE="Times New Roman">/s/ Wai Hon, Chiu</FONT><br>
 <FONT FACE="Times New Roman">WAI HON, CHIU</FONT></P>


<BR WP="BR1"> <hr><P STYLE="PAGE-BREAK-BEFORE:always"></P>


<P><FONT FACE="Times New Roman">EXHIBIT</FONT></P>

<BR WP="BR1">
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD></TD>
<TD><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">
Time Table of Consulting Services</FONT>

<P><FONT FACE="Times New Roman">By Wai Hon, Chiu</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">Period</FONT></TD>
<TD><FONT FACE="Times New Roman">Services to be performed</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman"></P>
<BR WP="BR1"><BR WP="BR2"></FONT>Feb 2004 to Feb 2005</TD>
<TD><FONT FACE="Times New Roman"></FONT>
<BR WP="BR1"><BR WP="BR2">Evaluate the existing workflow system for Company's program
development
</TD></TR>
<TR VALIGN="TOP"><TD>
<BR WP="BR1"><BR WP="BR2"><FONT FACE="Times New Roman"></FONT>Mar 2005 to Feb 2006</TD>
<TD><FONT FACE="Times New Roman"></FONT>
<BR WP="BR1"><BR WP="BR2">Perform feasibilities study on the process improvement plan to
improve existing workflow system
</TD></TR>
<TR VALIGN="TOP"><TD>
<BR WP="BR1"><BR WP="BR2"><FONT FACE="Times New Roman"></FONT>Mar 2006 to Feb 2007
</TD>
<TD>
<BR WP="BR1"><BR WP="BR2"><FONT FACE="Times New Roman"></FONT>Establish and document detail execution plan for the process
improvement implementation plan for the Company operation

<P><FONT FACE="Times New Roman"> </FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman"></P>
<BR WP="BR1"><BR WP="BR2"></FONT>Mar 2007to Feb 2008</TD>
<TD><FONT FACE="Times New Roman"></FONT>
<BR WP="BR1"><BR WP="BR2">Implement the program development process improvement plan as
plan
</TD></TR>
<TR VALIGN="TOP"><TD>
<BR WP="BR1"><BR WP="BR2"><FONT FACE="Times New Roman"></FONT>Mar 2008 to Feb 2009
</TD>
<TD>
<BR WP="BR1"><BR WP="BR2"><FONT FACE="Times New Roman"></FONT>Evaluate the process improvement plan and procedures after
implementation
</TD></TR></TABLE>

<BR WP="BR1"><hr><P STYLE="PAGE-BREAK-BEFORE:always"></P>
<P><FONT FACE="Times New Roman">Exhibit 10.4</FONT></P>


<P ALIGN="CENTER"><FONT FACE="Times New Roman"><STRONG>CONSULTING AGREEMENT</STRONG></FONT></P>


<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">This consulting agreement (this "Agreement") is made the February 18, 2004 by and between Leopard
Capital, Inc. (the "Company"), and Ambassador Capital Group, Inc. (the "Consultant").</FONT></P>

<P ALIGN="CENTER"><FONT FACE="Times New Roman"><STRONG>RECITALS</STRONG></FONT></P>


<P><FONT FACE="Times New Roman">WHEREAS, the Company wishes to engage the Consultant with respect to corporate finance and
marketing of Company;</FONT></P>

<P><FONT FACE="Times New Roman">WHEREAS, the Consultant is willing to provide its services to the Company provided for in the
Agreement as set forth below;</FONT></P>


<P ALIGN="CENTER"><FONT FACE="Times New Roman"><STRONG>AGREEMENT</STRONG></FONT></P>


<P><FONT FACE="Times New Roman">NOW THEREFORE, in consideration of the premises and the respective covenants and agreements of
the parties herein contained, the parties hereto agree as follows:</FONT></P>


<P><FONT FACE="Times New Roman">1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 TERM</FONT></P>


<P><FONT FACE="Times New Roman">The term of this Agreement shall commence on the date hereof and end on February 17, 2009.</FONT></P>


<P><FONT FACE="Times New Roman">2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; CONSULTING SERVICES</FONT></P>

<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Consulting Services. The corporate finance and marketing of the Company and other related
business. ("Consulting Services"). The Consulting Services will be performed with specific regard to
the following:</FONT></P>

<blockquote><P><FONT FACE="Times New Roman">Consultancy services and marketing:</FONT></P>

<P><FONT FACE="Times New Roman">a)	Provision of corporate finance consultancy services and marketing the Company to investors;
and</FONT></P>

<P><FONT FACE="Times New Roman">b)	Evaluate, perform feasibility studies on U.S. IT market and also, promote the Company to
potential customers in U.S. IT market, plan and acquire new customers for the Company to
expand the markets of the Company in U.S.</FONT></P></blockquote>

<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 <U>Compensation</U>. In consideration of the consulting services set forth in paragraph 2 (a), and subject to
the terms and conditions set forth herein the Company hereby agrees to issue to Consultant 400,000
shares of the Company's Common stock (the "Shares") up front and register such shares at the time of
initial issuance, or immediately thereafter, on Form S-8 under the Securities Exchange Act of 1934,
as amended ("Exchange Act").  The same number of shares is to be returned to the Company if the
services provided in Clause 2 do not satisfy the Company  requirements as further elaborated in
Exhibit.</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  <U>Issuance</U>.  Issuance and delivery of the Shares shall be immediately after the full reporting date of the
Company, at which time, the Company shall deliver to the Consultant: (i) the certificate or
certificates evidencing the Shares to be issued to the Consultant and the respective dates, registered
in the name of the Consultant; and (ii) evidence that the Shares have been  registered on Form S-8 to
be filed upon issuance of the Shares to the Consultant, registering for resale thereof.</FONT></P>


<P><FONT FACE="Times New Roman">3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  CONFIDENTIAL INFORMATION</FONT></P>


<P><FONT FACE="Times New Roman">In connection with the providing of Consulting Services, hereunder, the Consultant may come into
contact with information concerning the Company which the Company deems confidential (the
Confidential Information"). The Consultant understands and agrees that any Confidential Information
disclosed pursuant to this Agreement is secret, proprietary and of great value to the Company, which
value may be impaired if the secrecy of such information is not maintained. The Consultant further
agrees that he will take necessary security measures to preserve and protect the</FONT></P>

<P><FONT FACE="Times New Roman">secrecy of such Confidential Information, and to hold such Confidential Information in strict confidence
and not to disclose such Confidential Information, either directly or indirectly to any person or entity
during the term of this agreement or any time following the expiration or termination hereof; provided,
however, that the Consultant may disclose the Confidential Information to an assistant to whom
disclosure is necessary for the providing of Consulting Services under this Agreement provided that such
assistant enters into similar agreement to protect the Confidential Information.</FONT></P>


<P><FONT FACE="Times New Roman">4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 REPRESENTATION AND WARRANTIES OF THE COMPANY</FONT></P>


<P><FONT FACE="Times New Roman">The Company hereby represents and warrants to the Consultant that as of the date hereof:</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Authorization and Validity of Shares. The Shares have been duly authorized and are validly issued
and outstanding, fully paid and non-assessable and free of any preemptive rights. The Shares are not
subject to any lien, pledge, security interest or other encumbrance.</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Authorization of Agreement. The Company has taken all actions and has obtained all consents or
approvals necessary to authorize it to enter into this Agreement.</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Registration. The Shares have been, or will be upon the filing of an S-8 Registration Statement,
registered pursuant to the Securities Act.</FONT></P>

<P><FONT FACE="Times New Roman">5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 INDEMNIFICATION</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 The Company shall indemnify the Consultant from and against any and all expenses (including
reasonable attorneys' fees), judgments, fines, claims, cause of action, liabilities and other amounts
paid (whether in settlement or otherwise actually and reasonably incurred) by the Consultant in
connection with such action, suit or proceeding if (i) the Consultant was made a party to any action,
suit or proceeding by reason of the fact that the Consultant rendered advice or services to the
Company pursuant to this Agreement, and (ii) the Consultant acted in good faith and in a manner
reasonably believed by the Consultant to be in or not opposed to the interests of the Company, and
with respect to any criminal action or proceeding, had no reasonable cause or believe his conduct
was unlawful.</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Consultant shall indemnify the Company from and against any and all expenses (including
attorney's fees), judgments, fines, claims, causes of action, liabilities and other amounts paid
(whether in settlement or otherwise actually and reasonably incurred) by the Company in connection
with such action, suit or proceeding if (i) the Company was made a party to any action, suit or
proceeding by reason of the fact that the Consultant rendered advice or services to the Company
pursuant to this Agreement, and (ii) the Consultant did not act in good faith and in a manner
reasonably believed by the Consultant to be in or not opposed to the interests of the Company, and
with respect to any criminal action or proceeding, did not reasonably believe his conduct was lawful.</FONT></P>


<P><FONT FACE="Times New Roman">6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 REPRESENTATION OF THE CONSULTANT</FONT></P>


<P><FONT FACE="Times New Roman">The Consultant represents that she is a qualified expert in her field in terms of providing Consulting
Services to the Company and her provision of the Consulting Services is legal.</FONT></P>


<P><FONT FACE="Times New Roman">7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 INDEPENDENT CONTRACTOR STATUS</FONT></P>


<P><FONT FACE="Times New Roman">It is expressly understood and agreed that this is a consulting agreement only and does not constitute an
employer-employee relationship. The parties further acknowledge that the Company's services hereunder
are not exclusive, but that the Consultant shall be performing services and undertaking other
responsibilities, for and with other entities or persons, which may directly or indirectly compete with the
Company.</FONT></P>


<P><FONT FACE="Times New Roman">8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 NOTICE</FONT></P>


<P><FONT FACE="Times New Roman">All notices provided by this Agreement shall be in writing and shall be given by facsimile transmission,
overnight courier, by registered mail or by personal delivery, by one party to the other, addressed to such
other party at the applicable address set forth below, or to such other address as may be given for such
purpose by such other party by notice duly given hereunder. Notice shall be deemed properly given on
the date of the delivery.</FONT></P>

<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">To Consultant:	</FONT></TD>
<TD><FONT FACE="Times New Roman">First Asia Finance Group Limited</FONT><br>

 <FONT FACE="Times New Roman">Room 3505-06, 35<SUP>th</SUP> Floor<br>				</FONT></P>

 <FONT FACE="Times New Roman">Edinburgh Tower, The Landmark</FONT><br>

 <FONT FACE="Times New Roman">15 Queen  Road Central</FONT><br>

 <FONT FACE="Times New Roman">Hong Kong</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">To the Company: </FONT></TD>
<TD><FONT FACE="Times New Roman">First Asia Finance Group Limited</FONT><br>

 <FONT FACE="Times New Roman">Room 3505-06, 35<SUP>th</SUP> Floor</FONT><br>

 <FONT FACE="Times New Roman">Edinburgh Tower, The Landmark</FONT><br>

 <FONT FACE="Times New Roman">15 Queen  Road Central</FONT><br>

 <FONT FACE="Times New Roman">Hong Kong</FONT></TD></TR></TABLE>
</P>

<P><FONT FACE="Times New Roman">9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 MISCELLANEOUS</FONT></P>

<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Waiver. Any term or provision of this Agreement may be waived at any time by the party entitled to
the benefit thereof by a written instrument duly executed by such party.</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Entire Agreement. This Agreement contains the entire understanding between the parties hereto with
respect to the transactions contemplated hereby, and may not be amended, modified, or altered
except by an instrument in writing signed by the party against whom such amendment, modification,
or alteration is sought to be enforced. This Agreement supercedes and replaces all other agreements
between the parties with respect to any services to be performed by the Consultant of behalf of the
Company.</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the
State of New York, the United States of America, without regard to its conflict of laws rules and
principles.</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Each party hereby agrees to solve any dispute through friendly discussions and arbitration in New
York City pursuant to the rules of the American Arbitration Association with one arbitrator jointly
selected by the parties. Arbitration shall be the exclusive and final remedy, the award of which shall
be final and enforceable against the parties.</FONT></P>

<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Binding Effect. This Agreement shall bind and inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, successors and assigns.</FONT></P>

<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Construction. The captions and headings contained herein are inserted for convenient reference only,
are not a part hereof and the same shall not limit or construe the provisions to which they apply.
Reference in this agreement to "paragraphs" are to the paragraphs in this Agreement, unless
otherwise noted.</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Expenses. Each party shall pay and be responsible for the cost and expanses, including, without
limitations, attorneys' fees, incurred by such party in connection with negotiation, preparation and
execution of this Agreement and the transactions contemplated hereby.</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Assignment. No party hereto may assign any of its rights or delegate any of its obligations under this
Agreement without the express written consent of the other party hereto.</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Counterparts. This Agreement may be executed simultaneously in two counterparts, each of which
shall be deemed an original, but both of which together shall constitute one and the same agreement,
binding upon both parties hereto, not withstanding that both parties are not signatories to the original
or the same counterpart.</FONT></P>


<BR WP="BR1"><hr><P STYLE="PAGE-BREAK-BEFORE:always"></P>
<P><FONT FACE="Times New Roman">IN WITNESS WHEREOF, the parties have caused this CONSULTING AGREEMENT to be duly
executed as of the day and year first above written</FONT></P>

<BR WP="BR1">
<P><FONT FACE="Times New Roman">LEOPARD CAPITAL, INC.</FONT></P>

<BR WP="BR1">
<P><FONT FACE="Times New Roman">By: /s/ Zhu Xiao Xin</FONT><br>

 <FONT FACE="Times New Roman">	Zhu Xiao Xin</FONT><br>

 <FONT FACE="Times New Roman">	President</FONT></P>


<BR WP="BR1">
<P><FONT FACE="Times New Roman">AMBASSADOR CAPITAL GROUP, INC.</FONT></P>


<BR WP="BR1"><hr><P STYLE="PAGE-BREAK-BEFORE:always"></P>
<P><FONT FACE="Times New Roman">EXHIBIT</FONT></P>


<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD></TD>
<TD><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">Time Table of Consulting Services</FONT>

<P><FONT FACE="Times New Roman">By Ambassador Capital Group, Inc.</FONT></P>
</TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">Period</FONT></TD>
<TD><FONT FACE="Times New Roman">Services to be performed</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">
<BR WP="BR1"><BR WP="BR2"></FONT>Feb 2004 to Feb, 2005</TD>
<TD><FONT FACE="Times New Roman"></FONT>
<BR WP="BR1"><BR WP="BR2">Work with professionals to facilitate listing
</TD></TR>
<TR VALIGN="TOP"><TD>
<BR WP="BR1"><BR WP="BR2"><FONT FACE="Times New Roman"></FONT>Mar 2005 to Feb 2006</TD>
<TD><FONT FACE="Times New Roman"></FONT>
<BR WP="BR1"><BR WP="BR2">Evaluate U.S. IT market opportunities
</TD></TR>
<TR VALIGN="TOP"><TD>
<BR WP="BR1"><BR WP="BR2"><FONT FACE="Times New Roman"></FONT>Mar 2006 to Feb 2007
</TD>
<TD>
<BR WP="BR1"><BR WP="BR2"><FONT FACE="Times New Roman"></FONT>Perform feasibility studies on US IT market
</TD></TR>
<TR VALIGN="TOP"><TD>
<BR WP="BR1"><BR WP="BR2"><FONT FACE="Times New Roman"></FONT>Mar 2007to Feb 2008</TD>
<TD><FONT FACE="Times New Roman"></FONT>
<BR WP="BR1"><BR WP="BR2">Promote the company to potential customers in U.S. IT market
</TD></TR>
<TR VALIGN="TOP"><TD>
<BR WP="BR1"><BR WP="BR2"><FONT FACE="Times New Roman"></FONT>Mar 2008 to Feb 2009
</TD>
<TD>
<BR WP="BR1"><BR WP="BR2"><FONT FACE="Times New Roman"></FONT>Acquire new customers for the company and perform after sales
service
</TD></TR></TABLE>

<BR WP="BR1"><hr><P STYLE="PAGE-BREAK-BEFORE:always"></P>
<P><FONT FACE="Times New Roman">Exhibit 10.5</FONT></P>

<P ALIGN="CENTER"><FONT FACE="Times New Roman"><STRONG>CONSULTING AGREEMENT</STRONG></FONT></P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">This consulting agreement (this "Agreement") is made the February 18, 2004 by and between Leopard
Capital, Inc. (the "Company"), and Mr. Hing Bun, Lau (the "Consultant").</FONT></P>

<P ALIGN="CENTER"><FONT FACE="Times New Roman"><STRONG>RECITALS</STRONG></FONT></P>


<P><FONT FACE="Times New Roman">WHEREAS, the Company wishes to engage the Consultant with respect to technology support of
Company;</FONT></P>

<P><FONT FACE="Times New Roman">WHEREAS, the Consultant is willing to provide his services to the Company provided for in the
Agreement as set forth below;</FONT></P>


<P ALIGN="CENTER"><FONT FACE="Times New Roman"><STRONG>AGREEMENT</STRONG></FONT></P>

<P><FONT FACE="Times New Roman">NOW THEREFORE, in consideration of the premises and the respective covenants and agreements of
the parties herein contained, the parties hereto agree as follows:</FONT></P>

<P><FONT FACE="Times New Roman">1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 TERM</FONT></P>


<P><FONT FACE="Times New Roman">The term of this Agreement shall commence on the date hereof and end on February 17, 2009.</FONT></P>


<P><FONT FACE="Times New Roman">2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 CONSULTING SERVICES</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
	Consulting Services. The technology support of the Company and other related business.
("Consulting Services"). The Consulting Services will be performed with specific regard to the
following:</FONT></P>


<blockquote><P><FONT FACE="Times New Roman">Technology support:</FONT></P>

<P><FONT FACE="Times New Roman">a)	Assist in technology support and perform feasibility studies on IT security and protection
system; and</FONT></P>

<P><FONT FACE="Times New Roman">b)	Develop and evaluate Internet security system and firewall protection and perform feasibility
studies on existing IT security and protection system of the Company.</FONT></P></blockquote>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Compensation. In consideration of the consulting services set forth in paragraph 2 (a), and subject to
the terms and conditions set forth herein the Company hereby agrees to issue to Consultant 550,000
shares of the Company's Common stock (the "Shares") up front and register such shares at the time of
initial issuance, or immediately thereafter, on Form S-8 under the Securities Exchange Act of 1934,
as amended ("Exchange Act").  The same number of shares is to be returned to the Company if the
services provided in Clause 2 do not satisfy the Company  requirements as further elaborated in
Exhibit.</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Issuance. Issuance and delivery of the Shares shall be immediately after the full reporting date of the
Company, at which time, the Company shall deliver to the Consultant: (i) the certificate or
certificates evidencing the Shares to be issued to the Consultant and the respective dates, registered
in the name of the Consultant; and (ii) evidence that the Shares have been           registered on Form
S-8 to be filed upon issuance of the Shares to the Consultant, registering for resale thereof.</FONT></P>


<P><FONT FACE="Times New Roman">3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 CONFIDENTIAL INFORMATION</FONT></P>


<P><FONT FACE="Times New Roman">In connection with the providing of Consulting Services, hereunder, the Consultant may come into
contact with information concerning the Company which the Company deems confidential (the
Confidential Information"). The Consultant understands and agrees that any Confidential Information
disclosed pursuant to this Agreement is secret, proprietary and of great value to the Company, which
value may be impaired if the secrecy of such information is not maintained. The Consultant further
agrees that he will take necessary security measures to preserve and protect the</FONT></P>

<P><FONT FACE="Times New Roman">secrecy of such Confidential Information, and to hold such Confidential Information in strict confidence
and not to disclose such Confidential Information, either directly or indirectly to any person or entity
during the term of this agreement or any time following the expiration or termination hereof; provided,
however, that the Consultant may disclose the Confidential Information to an assistant to whom
disclosure is necessary for the providing of Consulting Services under this Agreement provided that such
assistant enters into similar agreement to protect the Confidential Information.</FONT></P>


<P><FONT FACE="Times New Roman">4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 REPRESENTATION AND WARRANTIES OF THE COMPANY</FONT></P>


<P><FONT FACE="Times New Roman">The Company hereby represents and warrants to the Consultant that as of the date hereof:</FONT></P>

<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Authorization and Validity of Shares. The Shares have been duly authorized and are validly issued
and outstanding, fully paid and non-assessable and free of any preemptive rights. The Shares are not
subject to any lien, pledge, security interest or other encumbrance.</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Authorization of Agreement. The Company has taken all actions and has obtained all consents or
approvals necessary to authorize it to enter into this Agreement.</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Registration. The Shares have been, or will be upon the filing of an S-8 Registration Statement,
registered pursuant to the Securities Act.</FONT></P>

<P><FONT FACE="Times New Roman">5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 INDEMNIFICATION</FONT></P>

<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 The Company shall indemnify the Consultant from and against any and all expenses (including
reasonable attorneys' fees), judgments, fines, claims, cause of action, liabilities and other amounts
paid (whether in settlement or otherwise actually and reasonably incurred) by the Consultant in
connection with such action, suit or proceeding if (i) the Consultant was made a party to any action,
suit or proceeding by reason of the fact that the Consultant rendered advice or services to the
Company pursuant to this Agreement, and (ii) the Consultant acted in good faith and in a manner
reasonably believed by the Consultant to be in or not opposed to the interests of the Company, and
with respect to any criminal action or proceeding, had no reasonable cause or believe his conduct
was unlawful.</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 The Consultant shall indemnify the Company from and against any and all expenses (including
attorney's fees), judgments, fines, claims, causes of action, liabilities and other amounts paid
(whether in settlement or otherwise actually and reasonably incurred) by the Company in connection
with such action, suit or proceeding if (i) the Company was made a party to any action, suit or
proceeding by reason of the fact that the Consultant rendered advice or services to the Company
pursuant to this Agreement, and (ii) the Consultant did not act in good faith and in a manner
reasonably believed by the Consultant to be in or not opposed to the interests of the Company, and
with respect to any criminal action or proceeding, did not reasonably believe his conduct was lawful.</FONT></P>


<P><FONT FACE="Times New Roman">6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 REPRESENTATION OF THE CONSULTANT</FONT></P>

<P><FONT FACE="Times New Roman">The Consultant represents that she is a qualified expert in her field in terms of providing Consulting
Services to the Company and her provision of the Consulting Services is legal.</FONT></P>


<P><FONT FACE="Times New Roman">7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 INDEPENDENT CONTRACTOR STATUS</FONT></P>


<P><FONT FACE="Times New Roman">It is expressly understood and agreed that this is a consulting agreement only and does not constitute an
employer-employee relationship. The parties further acknowledge that the Company's services hereunder
are not exclusive, but that the Consultant shall be performing services and undertaking other
responsibilities, for and with other entities or persons, which may directly or indirectly compete with the
Company.</FONT></P>

<P><FONT FACE="Times New Roman">8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 NOTICE</FONT></P>


<P><FONT FACE="Times New Roman">All notices provided by this Agreement shall be in writing and shall be given by facsimile transmission,
overnight courier, by registered mail or by personal delivery, by one party to the other, addressed to such
other party at the applicable address set forth below, or to such other address as may be given for such
purpose by such other party by notice duly given hereunder. Notice shall be deemed properly given on
the date of the delivery.</FONT></P>

<BR WP="BR1">
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">To Consultant:</FONT></TD>
<TD><FONT FACE="Times New Roman">First Asia Finance Group Limited</FONT><br>

 <FONT FACE="Times New Roman">Room 3505-06, 35<SUP>th</SUP> Floor</FONT><br>

 <FONT FACE="Times New Roman">Edinburgh Tower, The Landmark</FONT><br>

 <FONT FACE="Times New Roman">15 Queen  Road Central</FONT><br>

 <FONT FACE="Times New Roman">Hong Kong</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">To the Company: </FONT></TD>
<TD><FONT FACE="Times New Roman">First Asia Finance Group Limited</FONT><br>

 <FONT FACE="Times New Roman">Room 3505-06, 35<SUP>th</SUP> Floor</FONT><br>

 <FONT FACE="Times New Roman">Edinburgh Tower, The Landmark</FONT><br>

 <FONT FACE="Times New Roman">15 Queen  Road Central</FONT><br>

 <FONT FACE="Times New Roman">Hong Kong</FONT></TD></TR></TABLE>

<P><FONT FACE="Times New Roman"> </FONT></P>


<P><FONT FACE="Times New Roman">9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; MISCELLANEOUS</FONT></P>

<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Waiver. Any term or provision of this Agreement may be waived at any time by the party entitled to
the benefit thereof by a written instrument duly executed by such party.</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Entire Agreement. This Agreement contains the entire understanding between the parties hereto with
respect to the transactions contemplated hereby, and may not be amended, modified, or altered
except by an instrument in writing signed by the party against whom such amendment, modification,
or alteration is sought to be enforced. This Agreement supercedes and replaces all other agreements
between the parties with respect to any services to be performed by the Consultant of behalf of the
Company.</FONT></P>

<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the
State of New York, the United States of America, without regard to its conflict of laws rules and
principles.</FONT></P>

<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Each party hereby agrees to solve any dispute through friendly discussions and arbitration in New
York City pursuant to the rules of the American Arbitration Association with one arbitrator jointly
selected by the parties. Arbitration shall be the exclusive and final remedy, the award of which shall
be final and enforceable against the parties.</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Binding Effect. This Agreement shall bind and inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, successors and assigns.</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Construction. The captions and headings contained herein are inserted for convenient reference only,
are not a part hereof and the same shall not limit or construe the provisions to which they apply.
Reference in this agreement to "paragraphs" are to the paragraphs in this Agreement, unless
otherwise noted.</FONT></P>


<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Expenses. Each party shall pay and be responsible for the cost and expanses, including, without
limitations, attorneys' fees, incurred by such party in connection with negotiation, preparation and
execution of this Agreement and the transactions contemplated hereby.</FONT></P>

<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(h) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Assignment. No party hereto may assign any of its rights or delegate any of its obligations under this
Agreement without the express written consent of the other party hereto.</FONT></P>

<P><FONT FACE="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(i) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Counterparts. This Agreement may be executed simultaneously in two counterparts, each of which
shall be deemed an original, but both of which together shall constitute one and the same agreement,
binding upon both parties hereto, not withstanding that both parties are not signatories to the original
or the same counterpart.</FONT></P>


<BR WP="BR1"><hr><P STYLE="PAGE-BREAK-BEFORE:always"></P>
<P><FONT FACE="Times New Roman">IN WITNESS WHEREOF, the parties have caused this CONSULTING AGREEMENT to be duly
executed as of the day and year first above written</FONT></P>

<BR WP="BR1">
<P><FONT FACE="Times New Roman">LEOPARD CAPITAL, INC.</FONT></P>


<BR WP="BR1">
<P><FONT FACE="Times New Roman">By:	 /s/ Zhu Xiao Xin</FONT><br>

 <FONT FACE="Times New Roman">	Zhu Xiao Xin</FONT><br>

 <FONT FACE="Times New Roman">	President</FONT></P>


<BR WP="BR1">
<P><FONT FACE="Times New Roman">/s/ Hing Bun, Liu</FONT><br>

 <FONT FACE="Times New Roman">HING BUN, LIU</FONT></P>


<BR WP="BR1"><hr><P STYLE="PAGE-BREAK-BEFORE:always"></P>
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">EXHIBIT</FONT></P>

<BR WP="BR1">
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD></TD>
<TD><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">Time Table of Consulting Services</FONT>

<P><FONT FACE="Times New Roman">By Hing Bun, Liu</FONT></P>
</TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">Period</FONT></TD>
<TD><FONT FACE="Times New Roman">Services to be performed</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">
<BR WP="BR1"><BR WP="BR2"></FONT>Feb 2004 to Feb, 2005</TD>
<TD><FONT FACE="Times New Roman">
<BR WP="BR1"><BR WP="BR2"></FONT>Perform feasibility studies on IT security and protection systems
for the Company's projects
</TD></TR>
<TR VALIGN="TOP"><TD>
<BR WP="BR1"><BR WP="BR2"><FONT FACE="Times New Roman"></FONT>Mar 2005 to Feb 2006</TD>
<TD><FONT FACE="Times New Roman">
<BR WP="BR1"><BR WP="BR2"></FONT>Develop Internet security system and firewall protection for servers
of e-government platform
</TD></TR>
<TR VALIGN="TOP"><TD>
<BR WP="BR1"><BR WP="BR2"><FONT FACE="Times New Roman"></FONT>Mar 2006 to Feb 2007
</TD>
<TD>
<BR WP="BR1"><BR WP="BR2"><FONT FACE="Times New Roman"></FONT>To follow up the feasibility study, to develop the security USB key
chain system for user level
</TD></TR>
<TR VALIGN="TOP"><TD>
<BR WP="BR1"><BR WP="BR2"><FONT FACE="Times New Roman"></FONT>Mar 2007to Feb 2008</TD>
<TD><FONT FACE="Times New Roman">
<BR WP="BR1"><BR WP="BR2"></FONT>To follow up the feasibility study, to standardize data base
structure for all e-government applications for securities
purpose
</TD></TR>
<TR VALIGN="TOP"><TD>
<BR WP="BR1"><BR WP="BR2"><FONT FACE="Times New Roman"></FONT>Mar 2008 to Feb 2009
</TD>
<TD>
<BR WP="BR1"><BR WP="BR2"><FONT FACE="Times New Roman"></FONT>Evaluate and perform debug on all the IT securities systems
developed and implemented
</TD></TR></TABLE>


<BR WP="BR1"><hr><P STYLE="PAGE-BREAK-BEFORE:always"></P>
<P><FONT FACE="Times New Roman">					</FONT></P>

<P><FONT FACE="Times New Roman">EXHIBIT 5.1</FONT></P>

<BR WP="BR1">
<P ALIGN="RIGHT"><FONT FACE="Times New Roman">Gary S. Joiner</FONT></p>

<P ALIGN="RIGHT"><FONT FACE="Times New Roman">Frascona Joiner Goodman and Greenstein, P.C.</FONT></P>

<P ALIGN="RIGHT"><FONT FACE="Times New Roman">4750 Table Mesa Drive</FONT></P>

<P ALIGN="RIGHT"><FONT FACE="Times New Roman">Boulder, CO 80305</FONT></P>

<P ALIGN="RIGHT"><FONT FACE="Times New Roman"> Phone: (303) 494-3000</FONT></P>

<P ALIGN="RIGHT"><FONT FACE="Times New Roman">Facsimile:  (949) 494-6309</FONT></P>

<BR WP="BR1">
<P><FONT FACE="Times New Roman">February 20, 2004</FONT></P>

<BR WP="BR1">
<P><FONT FACE="Times New Roman">Leopard Capital, Inc.</FONT><br>

 <FONT FACE="Times New Roman">Rm. 2703-4, Great Eagle Centre</FONT><br>

 <FONT FACE="Times New Roman">23 Harbour Road</FONT><br>

 <FONT FACE="Times New Roman">Wanchai, Hong Kong </FONT></P>


<P><FONT FACE="Times New Roman">	Re:  Registration Statement on Form S-8</FONT></P>


<P><FONT FACE="Times New Roman">Ladies and Gentlemen:</FONT></P>


<P><FONT FACE="Times New Roman">	At your request, we have examined the Registration Statement on Form S-8 (the "Registration
Statement") as proposed to be filed by you with the Securities and Exchange Commission in
connection with the registration under the Securities Act of 1933, as amended, of the offer and sale
or resale of up to 1,800,000 shares  of Common Stock, $0.001 par value per share (the "Common
Stock"), of Leopard Capital,Inc., a Nevada corporation (the "Company"), upon the Common Stock granted
and for the resale of the Common Stock granted pursuant to the Company's consulting agreements.
We have further examined the proceedings that you have previously taken and are familiar with the
additional proceedings proposed to be taken in connection with the authorization, issuance, and sale
of the Common Stock.</FONT></P>


<P><FONT FACE="Times New Roman">	Subject to compliance with applicable state securities and "Blue Sky" laws, we are of the opinion
that the Common Stock, upon issuance and sale (or resale, if applicable) , in the manner described in
the Registration Statement, will be (or has been and is, if applicable), legally issued and fully paid,
and will (or does, if applicable) constitute nonassessable securities of the Company.</FONT></P>

<P><FONT FACE="Times New Roman">        We consent to the use of this opinion as Exhibit 5.1 to the Registration Statement and to the use of
our name in the Prospectus constituting a part thereof.</FONT></P>

<BR WP="BR1">
<P><FONT FACE="Times New Roman">Very truly yours, </FONT></P>

<P><FONT FACE="Times New Roman">/S/ GARY S. JOINER </FONT><br>

 <FONT FACE="Times New Roman">FRASCONA JOINER GOODMAN AND GREENSTEIN, P.C.</FONT></P>

 <hr><P STYLE="PAGE-BREAK-BEFORE:always"></P><BR WP="BR1">
<P><FONT FACE="Times New Roman">EXHIBIT 23.1</FONT></P>

<BR WP="BR1">
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">McLean Majdanski</FONT>

<P><FONT FACE="Times New Roman">Chartered Accountants</FONT></TD>
<TD><FONT FACE="Times New Roman">Suite 840 - 475 West Georgia St.</FONT><br>

 <FONT FACE="Times New Roman">Vancouver, BC     V6B 4M9</FONT><br>

 <FONT FACE="Times New Roman">Canada     ken-mclmaj@telus.net</FONT><br>

 <FONT FACE="Times New Roman">Telephone: (604) 683-4533</FONT><br>

 <FONT FACE="Times New Roman">Facsimile:   (604) 683-2585 </FONT></TD></TR></TABLE>
</P>
<BR WP="BR1">
<P><FONT FACE="Times New Roman"> </FONT></P>

<P><FONT FACE="Times New Roman">February 20, 2004</FONT></P>


<P><FONT FACE="Times New Roman">Leopard Capital, Inc.</FONT><br>

 <FONT FACE="Times New Roman">Room 2703 - 4, Great eagle Centre</FONT><br>

 <FONT FACE="Times New Roman">23 Harbour Road</FONT><br>

 <FONT FACE="Times New Roman">Wanchai, Hong Kong</FONT><br>

<BR WP="BR1">
<P><FONT FACE="Times New Roman">Dear Sir or Madame:</FONT></P>


<P><FONT FACE="Times New Roman"><CENTER></CENTER>
</FONT></P>

<P ALIGN="CENTER"><FONT FACE="Times New Roman"><STRONG>CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS</STRONG></FONT></P>

<BR WP="BR1">
<P><FONT FACE="Times New Roman">	We consent to the use, by incorporation by reference, in the Form S-8 Registration Statement under
the Securities Act of 1933 of Leopard Capital, Inc.  (a Nevada corporation) (Registrant) of our report
dated February 27, 2003 on the balance sheets of Leopard Capital, Inc. as of December 31, 2002 and
2001 and the related statements of operations, shareholders' deficit and cash flows for each of the
years ended December 31, 2002 and 2001, and from inception, June 18, 1990, to December 31, 2002
contained in the Registrants annual report on Form 10-KSB for the year ended December 31, 2002.</FONT></P>


<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">McLean Majdanski </FONT><br>

 <FONT FACE="Times New Roman">Chartered Accountants </FONT><br>

 <FONT FACE="Times New Roman">Vancouver, B.C.</FONT></P>

<BR WP="BR1">
<P><FONT FACE="Times New Roman">Date: 20 February 2004</FONT></P>


<P><FONT FACE="Times New Roman"> </FONT></P>

<BR WP="BR1"><hr><P STYLE="PAGE-BREAK-BEFORE:always"></P>



</BODY>
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{"company-data": {"conformed-name": "LEOPARD CAPITAL INC", "cik": "0001039726", "assigned-sic": "9995", "irs-number": "980348086", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-113002", "film-number": "04620228"}, "business-address": {"street1": "1574 GULF ROAD  #1505", "street2": "N/A", "city": "POINT ROBERTS", "state": "WA", "zip": "98281", "phone": "604-879-9001"}, "mail-address": {"street1": "1574 GULF ROAD  #1505", "street2": "N/A", "city": "POINT ROBERTS", "state": "WA", "zip": "98281"}, "former-company": {"former-conformed-name": "CANADIAN NORTHERN LITES INC", "date-changed": "19990827"}}
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LEOPARD CAPITAL, INC.
(Exact name of Registrant as specified in its charter)
Nevada
000-30644
98-0348086
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer Identification
Number)
Rm. 2703-4, Great Eagle Centre
23 Harbour Road
Wanchai, Hong Kong
(Address of principal executive offices)
(Zip Code)
Ambassador Capital Group, Inc. Consulting Agreement
Hing Bin, Lau Consulting Agreement
Huan Zhuan, Wu Consulting Agreement
Tsz King, Chan Consulting Agreement
Wai Hon, Chiu Consulting Agreement
(Full title of the plans)
Samuel K.K. Lo
Room 7A, Deltec Court,
73c Waterloo Road, Kowloon, Hong Kong
(Name and address of agent for service)
852 2802 1555
(Telephone number, including area code, of agent for service)
Copy To:
Gary S. Joiner
Frascona Joiner Goodman and Greenstein, P.C.
4750 Table Mesa Drive
Boulder, CO 80305
CALCULATION OF REGISTRATION FEE
Title of securities to be
registered
Amount to be
registered
(1)
Proposed
maximum offering
price per share
(2)
Proposed maximum
aggregate offeringprice
Amount of
registration
fee
Common stock, $0.001
par value
1,800,000
$ 2.00
$ 3,600,000
$456.12
(1)
Consists of the total aggregate number of shares reserved for issuance pursuant to the Consulting
Agreements described herein.
(2)
Estimated solely for the purpose of computing
the registration fee upon the basis of fluctuating
market prices pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended. The
Proposed Maximum Offering Price Per Share was determined by averaging the high and low prices of the
common shares of Leopard Capital, Inc., as reported on the Over the Counter Bulletin Board on February
18, 2004
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1.        
  PLAN INFORMATION.
On February 18, 2004, the Company entered into Consulting Agreements with Ambassador Capital
Group, Inc., Hing Bun Lau, Wai Hon Chiu, Huan Zhuan Wu and Tsz King Chan.  Copies of these
Consulting Agreements are attached to this registration statement as exhibits.  Under the terms of these
Consulting Agreements, the Company is required to issue shares of its common stock to the consultants
as consideration for the services to be provided.  A total aggregate of  1,800,000 shares are to be issued to
the various consultants pursuant to the terms of the Consulting Agreements.
The document(s) containing the information specified in Part I of Form S-8 will be sent or given to the
consultants as specified by Rule 428(b) (1) promulgated by the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933 (the "Securities Act"). Such document(s) are not
being filed with the Commission, but constitute (along with the documents incorporated by reference into
the Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
ITEM 2.        
 REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The Company hereby undertakes to provide the consultants without charge, upon written or oral request,
with copies of all documents incorporated by reference in Item 3 of Part II of this registration statement.
Such documents are incorporated by reference in the Section 10(a) prospectus.  Other documents
required to be delivered to consultants pursuant to Rule 428(b) under the Securities Act of 1933 are also
available without charge upon written or oral request.  Requests for documents should be addressed to
the Company c/o Gary S. Joiner, 4750 Table Mesa Drive, Boulder, Colorado 80305.  Telephone: 303-494-3000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3.        
  INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously or concurrently filed by the Company with the Commission are
hereby incorporated by reference into this Registration Statement:
(a)
        The Companys Annual Report on Form 10-KSB for the fiscal year ended December 31,
2002 (the "Annual Report") filed by the Company (SEC File No. 000-30644) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the
Commission on February 28, 2003.
(b)
        All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the
end of the fiscal year covered by the Annual Report referred to in (a) above.
(c)        
	The description of the Companys Common Stock set forth under the caption
"Description of Securities" in its 10-SB/A Registration Statement filed with the
Commission on August 31, 1999, is hereby incorporated by reference.
All of the above documents and documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated by reference into this Registration
Statement and to be a part thereof from the date of the filing of such documents. Any statement contained
in the documents incorporated, or deemed to be incorporated, by reference herein or therein shall be
deemed to be modified or superseded for purposes of this Registration Statement and the prospectus
which is a part hereof (the "Prospectus") to the extent that a statement contained herein or therein or in
any other subsequently filed document which also is, or is deemed to be, incorporated by reference
herein or therein modifies or supersedes such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Registration
Statement and the Prospectus.
ITEM 4.        	DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5.        
INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6.        
	 INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to Section 78.7502 of the Nevada Revised Statutes, we have the power to indemnify any person
made a party to any lawsuit by reason of being our director or officer, or serving at our request as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such actions suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the Company pursuant to the
foregoing provisions, we have been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and
is therefore unenforceable.
ITEM 7.        
EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8.        
 	EXHIBITS.
See the Exhibit Index following the signature page in this Registration Statement, which Exhibit
Index is incorporated herein by reference.
ITEM 9.        	UNDERTAKINGS.
(a)         The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are  being made, a post-effective
amendment to this Registration Statement to: (i) include any prospectus required by Section 10(a) (2) of
the Securities Act; (ii) reflect in the prospectus any facts or events arising after the effective date of the
Registration Statement which, individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424 (b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and (iii) include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any material change to such
information in the Registration Statement; PROVIDED, HOWEVER, that provisions (i) and (ii) of this
undertaking do not apply if the information required to be included in a post--effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the Commission by the
Company pursuant to the Exchange Act that are incorporated by reference into the Registration
Statement;
(2)  That, for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement relating to the securities
offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof; and
(3)  To remove from registration by means of post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining any liability under the
Securities Act, each filing of the Companys annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plans annual report pursuant to
Section 15 (d) of the Exchange Act) that is incorporated by reference in Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)  Insofar as indemnification for liabilities arising under the Securities Act may be permitted to
directors, officers, and controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and, is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
The Registrant
: Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the Wanchai, Hong Kong, February 20, 2004.
LEOPARD CAPITAL, INC.
By: /s/ Kung Sze Chau
Kung Sze Chau,  Chief Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by
the following persons in the capacities and on the dates indicated.
/s/ Kung Sze Chau
Kung Sze Chau,  Chief Executive Officer and Director
Date: February 20, 2004
/s/ Zhu Xiaoxin
Zhu Xiaoxin, President and Director
Date: February 20, 2004
/s/ Lai Man Yuk
Lai Man Yuk, Vice President and Director
Date: February 20, 2004
/s/ Jeff Cheung Ming
Jeff Cheung Ming, Principal Accounting Officer
Date: February 20, 2004
/s/ Song Feng
Song Feng, Chief Operating Officer
Date: February 20, 2004
CHINA EXPERT NETWORK COMPANY LIMITED
INDEX TO EXHIBITS
EXHIBIT NO.
DESCRIPTION
10.1
Consulting Agreement by and between Leopard Capital and Huan Zhuan, Wu
10.2
Consulting Agreement by and between Leopard Capital and Tsz King, Chan
10.3
Consulting Agreement by and between Leopard Capital Wai Hon, Chiu
10.4
Consulting Agreement by and between Leopard Capital and Ambassador Capital
Group
10.5
Consulting Agreement by and between Leopard Capital and Hing Bun, Lau
5.1
Opinion of Gary S. Joiner
23.1
Consent of McLean Majdanski, Chartered Accountants
Exhibit 10.1
CONSULTING AGREEMENT
This consulting agreement (this "Agreement") is made the February 18, 2004 by and between Leopard
Capital, Inc. (the "Company"), and Mr. Huan Zhuan, Wu (the "Consultant").
RECITALS
WHEREAS, the Company wishes to engage the Consultant with respect to corporate finance and
reporting of Company;
WHEREAS, the Consultant is willing to provide her services to the Company provided for in the
Agreement as set forth below;
AGREEMENT
NOW THEREFORE, in consideration of the premises and the respective covenants and agreements of
the parties herein contained, the parties hereto agree as follows:
1.         TERM
The term of this Agreement shall commence on the date hereof and end on February 17, 2009.
2.         CONSULTING SERVICES
(a)        	Consulting Services. The corporate finance of the Company and other related business. ("Consulting
Services"). The Consulting Services will be performed with specific regard to the following:
1.	Financial reporting:
a)	Assist in corporate and financial reporting to Security and Exchange Commission ( EC
2.	Merger and acquisitions
a)	Evaluate the possibilities of acquisitions and mergers for the Company in US and China
b)	Perform feasibility studies on possible acquisitions opportunities
c)	Prepare documentations and execute acquisition and merger plans in China and US
d)	Perform aftermath post-acquisition evaluations
(b)        
 Compensation. In consideration of the consulting services set forth in paragraph 2 (a), and subject to
the terms and conditions set forth herein the Company hereby agrees to issue to Consultant 240,000
shares of the Company's Common stock (the "Shares") up front and register such shares at the time of
initial issuance, or immediately thereafter, on Form S-8 under the Securities Exchange Act of 1934,
as amended ("Exchange Act").  The same number of shares is to be returned to the Company if the
services provided in Clause 2 do not satisfy the Company  requirements as further elaborated in
Exhibit.
(c)        
 Issuance. Issuance and delivery of the Shares shall be immediately after the full reporting date of the
Company, at which time, the Company shall deliver to the Consultant: (i) the certificate or
certificates evidencing the Shares to be issued to the Consultant and the respective dates, registered
in the name of the Consultant; and (ii) evidence that the Shares have been           registered on Form
S-8 to be filed upon issuance of the Shares to the Consultant, registering for resale thereof.
3.         CONFIDENTIAL INFORMATION
In connection with the providing of Consulting Services, hereunder, the Consultant may come into
contact with information concerning the Company which the Company deems confidential (the
Confidential Information"). The Consultant understands and agrees that any Confidential Information
disclosed pursuant to this Agreement is secret, proprietary and of great value to the Company, which
value may be impaired if the secrecy of such information is not maintained. The Consultant further
agrees that he will take necessary security measures to preserve and protect the
secrecy of such Confidential Information, and to hold such Confidential Information in strict confidence
and not to disclose such Confidential Information, either directly or indirectly to any person or entity
during the term of this agreement or any time following the expiration or termination hereof; provided,
however, that the Consultant may disclose the Confidential Information to an assistant to whom
disclosure is necessary for the providing of Consulting Services under this Agreement provided that such
assistant enters into similar agreement to protect the Confidential Information.
4.        
 REPRESENTATION AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the Consultant that as of the date hereof:
(a)        
 Authorization and Validity of Shares. The Shares have been duly authorized and are validly issued
and outstanding, fully paid and non-assessable and free of any preemptive rights. The Shares are not
subject to any lien, pledge, security interest or other encumbrance.
(b)        
 Authorization of Agreement. The Company has taken all actions and has obtained all consents or
approvals necessary to authorize it to enter into this Agreement.
(c)        
 Registration. The Shares have been, or will be upon the filing of an S-8 Registration Statement,
registered pursuant to the Securities Act.
5.        
 INDEMNIFICATION
(a)        
 The Company shall indemnify the Consultant from and against any and all expenses (including
reasonable attorneys' fees), judgments, fines, claims, cause of action, liabilities and other amounts
paid (whether in settlement or otherwise actually and reasonably incurred) by the Consultant in
connection with such action, suit or proceeding if (i) the Consultant was made a party to any action,
suit or proceeding by reason of the fact that the Consultant rendered advice or services to the
Company pursuant to this Agreement, and (ii) the Consultant acted in good faith and in a manner
reasonably believed by the Consultant to be in or not opposed to the interests of the Company, and
with respect to any criminal action or proceeding, had no reasonable cause or believe his conduct
was unlawful.
(b)         
The Consultant shall indemnify the Company from and against any and all expenses (including
attorney's fees), judgments, fines, claims, causes of action, liabilities and other amounts paid
(whether in settlement or otherwise actually and reasonably incurred) by the Company in connection
with such action, suit or proceeding if (i) the Company was made a party to any action, suit or
proceeding by reason of the fact that the Consultant rendered advice or services to the Company
pursuant to this Agreement, and (ii) the Consultant did not act in good faith and in a manner
reasonably believed by the Consultant to be in or not opposed to the interests of the Company, and
with respect to any criminal action or proceeding, did not reasonably believe his conduct was lawful.
6.        
 REPRESENTATION OF THE CONSULTANT
The Consultant represents that she is a qualified expert in her field in terms of providing Consulting
Services to the Company and her provision of the Consulting Services is legal.
7.        
 INDEPENDENT CONTRACTOR STATUS
It is expressly understood and agreed that this is a consulting agreement only and does not constitute an
employer-employee relationship. The parties further acknowledge that the Company's services hereunder
are not exclusive, but that the Consultant shall be performing services and undertaking other
responsibilities, for and with other entities or persons, which may directly or indirectly compete with the
Company.
8.         NOTICE
All notices provided by this Agreement shall be in writing and shall be given by facsimile transmission,
overnight courier, by registered mail or by personal delivery, by one party to the other, addressed to such
other party at the applicable address set forth below, or to such other address as may be given for such
purpose by such other party by notice duly given hereunder. Notice shall be deemed properly given on
the date of the delivery.
To Consultant:
First Asia Finance Group Limited
Room 3505-06, 35
th
Floor
Edinburgh Tower, The Landmark
15 Queen  Road Central
Hong Kong
To the Company:
First Asia Finance Group Limited
Room 3505-06, 35
th
Floor
Edinburgh Tower, The Landmark
15 Queen  Road Central
Hong Kong
9.         MISCELLANEOUS
(a)        
 Waiver. Any term or provision of this Agreement may be waived at any time by the party entitled to
the benefit thereof by a written instrument duly executed by such party.
(b)        
 Entire Agreement. This Agreement contains the entire understanding between the parties hereto with
respect to the transactions contemplated hereby, and may not be amended, modified, or altered
except by an instrument in writing signed by the party against whom such amendment, modification,
or alteration is sought to be enforced. This Agreement supercedes and replaces all other agreements
between the parties with respect to any services to be performed by the Consultant of behalf of the
Company.
(c)         
Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the
State of New York, the United States of America, without regard to its conflict of laws rules and
principles.
(d)         
Each party hereby agrees to solve any dispute through friendly discussions and arbitration in New
York City pursuant to the rules of the American Arbitration Association with one arbitrator jointly
selected by the parties. Arbitration shall be the exclusive and final remedy, the award of which shall
be final and enforceable against the parties.
(e)        
 Binding Effect. This Agreement shall bind and inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, successors and assigns.
(f)         
Construction. The captions and headings contained herein are inserted for convenient reference only,
are not a part hereof and the same shall not limit or construe the provisions to which they apply.
Reference in this agreement to "paragraphs" are to the paragraphs in this Agreement, unless
otherwise noted.
(g)         
Expenses. Each party shall pay and be responsible for the cost and expanses, including, without
limitations, attorneys' fees, incurred by such party in connection with negotiation, preparation and
execution of this Agreement and the transactions contemplated hereby.
(h)        
 Assignment. No party hereto may assign any of its rights or delegate any of its obligations under this
Agreement without the express written consent of the other party hereto.
(i)        
 Counterparts. This Agreement may be executed simultaneously in two counterparts, each of which
shall be deemed an original, but both of which together shall constitute one and the same agreement,
binding upon both parties hereto, not withstanding that both parties are not signatories to the original
or the same counterpart.
IN WITNESS WHEREOF, the parties have caused this CONSULTING AGREEMENT to be duly
executed as of the day and year first above written
LEOPARD CAPITAL, INC.
By:	/s/ Zhu Xiao Xin
Zhu Xiao Xin
President
/s/ Huan Zhuan, Wu
HUAN ZHUAN, WU
EXHIBIT
Time Table of Consulting Services
By Huan Zhuan, Wu
Period
Services to be performed
Feb 2004 to Feb, 2005
Assist in timely financial reporting to SEC
Mar 2005 to Feb 2006
Assist in timely financial reporting to SEC
Evaluate merger and acquisition possibilities
Mar 2006 to Feb 2007
Assist in timely financial reporting to SEC
Perform feasibility studies on possible merger and acquisition
targets
Mar 2007to Feb 2008
Assist in timely financial reporting to SEC
Mar 2008 to Feb 2009
Assist in timely financial reporting to SEC
Perform aftermath post  acquisition evaluations
Exhibit 10.2
CONSULTING AGREEMENT
This consulting agreement (this "Agreement") is made the February 18, 2004 by and between Leopard
Capital, Inc. (the "Company"), and Mr. Tsz King, Chan (the "Consultant").
RECITALS
WHEREAS, the Company wishes to engage the Consultant with respect to corporate finance and
reporting of Company;
WHEREAS, the Consultant is willing to provide his services to the Company provided for in the
Agreement as set forth below;
AGREEMENT
NOW THEREFORE, in consideration of the premises and the respective covenants and agreements of
the parties herein contained, the parties hereto agree as follows:
1.        
 TERM
The term of this Agreement shall commence on the date hereof and end on February 17, 2009.
2.        
 CONSULTING SERVICES
(a)        
	Consulting Services. The corporate finance and reporting of the Company and other related business.
("Consulting Services"). The Consulting Services will be performed with specific regard to the
following:
Financial reporting:
a)	Assist in corporate and financial reporting to Security and Exchange Commission ( EC ; and
b)	Evaluate, assess, plan and implement the financial and internal control system of the Company
and perform aftermath evaluation.
(b)        
 Compensation. In consideration of the consulting services set forth in paragraph 2 (a), and subject to
the terms and conditions set forth herein the Company hereby agrees to issue to Consultant 70,000
shares of the Company's Common stock (the "Shares") up front and register such shares at the time of
initial issuance, or immediately thereafter, on Form S-8 under the Securities Exchange Act of 1934,
as amended ("Exchange Act").  The same number of shares is to be returned to the Company if the
services provided in Clause 2 do not satisfy the Company  requirements as further elaborated in
Exhibit.
(c)        
 Issuance. Issuance and delivery of the Shares shall be immediately after the full reporting date of the
Company, at which time, the Company shall deliver to the Consultant: (i) the certificate or
certificates evidencing the Shares to be issued to the Consultant and the respective dates, registered
in the name of the Consultant; and (ii) evidence that the Shares have been           registered on Form
S-8 to be filed upon issuance of the Shares to the Consultant, registering for resale thereof.
3.         CONFIDENTIAL INFORMATION
In connection with the providing of Consulting Services, hereunder, the Consultant may come into
contact with information concerning the Company which the Company deems confidential (the
Confidential Information"). The Consultant understands and agrees that any Confidential Information
disclosed pursuant to this Agreement is secret, proprietary and of great value to the Company, which
value may be impaired if the secrecy of such information is not maintained. The Consultant further
agrees that he will take necessary security measures to preserve and protect the
secrecy of such Confidential Information, and to hold such Confidential Information in strict confidence
and not to disclose such Confidential Information, either directly or indirectly to any person or entity
during the term of this agreement or any time following the expiration or termination hereof; provided,
however, that the Consultant may disclose the Confidential Information to an assistant to whom
disclosure is necessary for the providing of Consulting Services under this Agreement provided that such
assistant enters into similar agreement to protect the Confidential Information.
4.        
 REPRESENTATION AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the Consultant that as of the date hereof:
(a)         
Authorization and Validity of Shares. The Shares have been duly authorized and are validly issued
and outstanding, fully paid and non-assessable and free of any preemptive rights. The Shares are not
subject to any lien, pledge, security interest or other encumbrance.
(b)         
Authorization of Agreement. The Company has taken all actions and has obtained all consents or
approvals necessary to authorize it to enter into this Agreement.
(c) Registration. The Shares have been, or will be upon the filing of an S-8 Registration Statement,
registered pursuant to the Securities Act.
5.         INDEMNIFICATION
(a)         The Company shall indemnify the Consultant from and against any and all expenses (including
reasonable attorneys' fees), judgments, fines, claims, cause of action, liabilities and other amounts
paid (whether in settlement or otherwise actually and reasonably incurred) by the Consultant in
connection with such action, suit or proceeding if (i) the Consultant was made a party to any action,
suit or proceeding by reason of the fact that the Consultant rendered advice or services to the
Company pursuant to this Agreement, and (ii) the Consultant acted in good faith and in a manner
reasonably believed by the Consultant to be in or not opposed to the interests of the Company, and
with respect to any criminal action or proceeding, had no reasonable cause or believe his conduct
was unlawful.
(b)        
 The Consultant shall indemnify the Company from and against any and all expenses (including
attorney's fees), judgments, fines, claims, causes of action, liabilities and other amounts paid
(whether in settlement or otherwise actually and reasonably incurred) by the Company in connection
with such action, suit or proceeding if (i) the Company was made a party to any action, suit or
proceeding by reason of the fact that the Consultant rendered advice or services to the Company
pursuant to this Agreement, and (ii) the Consultant did not act in good faith and in a manner
reasonably believed by the Consultant to be in or not opposed to the interests of the Company, and
with respect to any criminal action or proceeding, did not reasonably believe his conduct was lawful.
6.        
 REPRESENTATION OF THE CONSULTANT
The Consultant represents that she is a qualified expert in her field in terms of providing Consulting
Services to the Company and her provision of the Consulting Services is legal.
7.         INDEPENDENT CONTRACTOR STATUS
It is expressly understood and agreed that this is a consulting agreement only and does not constitute an
employer-employee relationship. The parties further acknowledge that the Company's services hereunder
are not exclusive, but that the Consultant shall be performing services and undertaking other
responsibilities, for and with other entities or persons, which may directly or indirectly compete with the
Company.
8.         NOTICE
All notices provided by this Agreement shall be in writing and shall be given by facsimile transmission,
overnight courier, by registered mail or by personal delivery, by one party to the other, addressed to such
other party at the applicable address set forth below, or to such other address as may be given for such
purpose by such other party by notice duly given hereunder. Notice shall be deemed properly given on
the date of the delivery.
To Consultant:
First Asia Finance Group Limited
Room 3505-06, 35
th
Floor
Edinburgh Tower, The Landmark
15 Queen  Road Central
Hong Kong
To the Company:
First Asia Finance Group Limited
Room 3505-06, 35
th
Floor
Edinburgh Tower, The Landmark
15 Queen  Road Central
Hong Kong
9.         MISCELLANEOUS
(a)        
 Waiver. Any term or provision of this Agreement may be waived at any time by the party entitled to
the benefit thereof by a written instrument duly executed by such party.
(b)        
 Entire Agreement. This Agreement contains the entire understanding between the parties hereto with
respect to the transactions contemplated hereby, and may not be amended, modified, or altered
except by an instrument in writing signed by the party against whom such amendment, modification,
or alteration is sought to be enforced. This Agreement supercedes and replaces all other agreements
between the parties with respect to any services to be performed by the Consultant of behalf of the
Company.
(c)        
 Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the
State of New York, the United States of America, without regard to its conflict of laws rules and
principles.
(d)        
 Each party hereby agrees to solve any dispute through friendly discussions and arbitration in New
York City pursuant to the rules of the American Arbitration Association with one arbitrator jointly
selected by the parties. Arbitration shall be the exclusive and final remedy, the award of which shall
be final and enforceable against the parties.
(e)        
 Binding Effect. This Agreement shall bind and inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, successors and assigns.
(f)        
 Construction. The captions and headings contained herein are inserted for convenient reference only,
are not a part hereof and the same shall not limit or construe the provisions to which they apply.
Reference in this agreement to "paragraphs" are to the paragraphs in this Agreement, unless
otherwise noted.
(g)        
 Expenses. Each party shall pay and be responsible for the cost and expanses, including, without
limitations, attorneys' fees, incurred by such party in connection with negotiation, preparation and
execution of this Agreement and the transactions contemplated hereby.
(h)        
 Assignment. No party hereto may assign any of its rights or delegate any of its obligations under this
Agreement without the express written consent of the other party hereto.
(i)        
 Counterparts. This Agreement may be executed simultaneously in two counterparts, each of which
shall be deemed an original, but both of which together shall constitute one and the same agreement,
binding upon both parties hereto, not withstanding that both parties are not signatories to the original
or the same counterpart.
IN WITNESS WHEREOF, the parties have caused this CONSULTING AGREEMENT to be duly
executed as of the day and year first above written
LEOPARD CAPITAL, INC.
By:	/s/ Zhu Xiao Xin
Zhu Xiao Xin
President
/s/ Tsz King, Chan
TSZ KING, CHAN
EXHIBIT
Time Table of Consulting Services
By Tsz King, Chan
Period
Services to be performed
Feb 2004 to Feb, 2005
Assist in timely financial reporting to SEC
Evaluate the existing internal control system of the Company
Mar 2005 to Feb 2006
Assist in timely financial reporting to SEC
Perform feasibility study on the internal control system of the
Company
Mar 2006 to Feb 2007
Assist in timely financial reporting to SEC
Plan and document the implementation plan for the new internal
control system for the Company
Mar 2007to Feb 2008
Assist in timely financial reporting to SEC
Implement the internal control system as planned and documented
Mar 2008 to Feb 2009
Assist in timely financial reporting to SEC
Evaluate the results of the internal control system after
implementation
Exhibit 10.3
CONSULTING AGREEMENT
This consulting agreement (this "Agreement") is made the February 18, 2004 by and between Leopard
Capital, Inc. (the "Company"), and Mr. Wai Hon, Chiu (the "Consultant").
RECITALS
WHEREAS, the Company wishes to engage the Consultant with respect to IT process improvement of
the Company;
WHEREAS, the Consultant is willing to provide his services to the Company provided for in the
Agreement as set forth below;
AGREEMENT
NOW THEREFORE, in consideration of the premises and the respective covenants and agreements of
the parties herein contained, the parties hereto agree as follows:
1.        
 TERM
The term of this Agreement shall commence on the date hereof and end on February 17, 2009.
2.        
 CONSULTING SERVICES
(a)        
 Consulting Services. The IT process improvement of the Company and other related business.
("Consulting Services"). The Consulting Services will be performed with specific regard to the
following:
IT process improvement program:
a)	Assist in the Company  IT process improvement program to establish an improvement
implementation plan for the Company  daily operation; and
b)	Evaluate and assess on existing workflow system and perform feasibilities studies on the IT
process improvement plans.
(b)        
 Compensation. In consideration of the consulting services set forth in paragraph 2 (a), and subject to
the terms and conditions set forth herein the Company hereby agrees to issue to Consultant 540,000
shares of the Company's Common stock (the "Shares") up front and register such shares at the time of
initial issuance, or immediately thereafter, on Form S-8 under the Securities Exchange Act of 1934,
as amended ("Exchange Act").  The same number of shares is to be returned to the Company if the
services provided in Clause 2 do not satisfy the Company  requirements as further elaborated in
Exhibit.
(c)        
 Issuance. Issuance and delivery of the Shares shall be immediately after the full reporting date of the
Company, at which time, the Company shall deliver to the Consultant: (i) the certificate or
certificates evidencing the Shares to be issued to the Consultant and the respective dates, registered
in the name of the Consultant; and (ii) evidence that the Shares have been registered on Form
S-8 to be filed upon issuance of the Shares to the Consultant, registering for resale thereof.
3.         CONFIDENTIAL INFORMATION
In connection with the providing of Consulting Services, hereunder, the Consultant may come into
contact with information concerning the Company which the Company deems confidential (the
Confidential Information"). The Consultant understands and agrees that any Confidential Information
disclosed pursuant to this Agreement is secret, proprietary and of great value to the Company, which
value may be impaired if the secrecy of such information is not maintained. The Consultant further
agrees that he will take necessary security measures to preserve and protect the secrecy of such
Confidential Information, and to hold such Confidential Information in strict confidence and not to
disclose such Confidential Information, either directly or indirectly to any person or entity during the
term of this agreement or any time following the expiration or termination hereof; provided, however,
that the Consultant may disclose the Confidential Information to an assistant to whom disclosure is
necessary for the providing of Consulting Services under this Agreement provided that such assistant
enters into similar agreement to protect the Confidential Information.
4.        
 REPRESENTATION AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the Consultant that as of the date hereof:
(a)        
 Authorization and Validity of Shares. The Shares have been duly authorized and are validly issued
and outstanding, fully paid and non-assessable and free of any preemptive rights. The Shares are not
subject to any lien, pledge, security interest or other encumbrance.
(b)        
 Authorization of Agreement. The Company has taken all actions and has obtained all consents or
approvals necessary to authorize it to enter into this Agreement.
(c)        
 Registration. The Shares have been, or will be upon the filing of an S-8 Registration Statement,
registered pursuant to the Securities Act.
5.        
  INDEMNIFICATION
(a)        
 The Company shall indemnify the Consultant from and against any and all expenses (including
reasonable attorneys' fees), judgments, fines, claims, cause of action, liabilities and other amounts
paid (whether in settlement or otherwise actually and reasonably incurred) by the Consultant in
connection with such action, suit or proceeding if (i) the Consultant was made a party to any action,
suit or proceeding by reason of the fact that the Consultant rendered advice or services to the
Company pursuant to this Agreement, and (ii) the Consultant acted in good faith and in a manner
reasonably believed by the Consultant to be in or not opposed to the interests of the Company, and
with respect to any criminal action or proceeding, had no reasonable cause or believe his conduct
was unlawful.
(b)        
 The Consultant shall indemnify the Company from and against any and all expenses (including
attorney's fees), judgments, fines, claims, causes of action, liabilities and other amounts paid
(whether in settlement or otherwise actually and reasonably incurred) by the Company in connection
with such action, suit or proceeding if (i) the Company was made a party to any action, suit or
proceeding by reason of the fact that the Consultant rendered advice or services to the Company
pursuant to this Agreement, and (ii) the Consultant did not act in good faith and in a manner
reasonably believed by the Consultant to be in or not opposed to the interests of the Company, and
with respect to any criminal action or proceeding, did not reasonably believe his conduct was lawful.
6.        
 REPRESENTATION OF THE CONSULTANT
The Consultant represents that she is a qualified expert in her field in terms of providing Consulting
Services to the Company and her provision of the Consulting Services is legal.
7.        
 INDEPENDENT CONTRACTOR STATUS
It is expressly understood and agreed that this is a consulting agreement only and does not constitute an
employer-employee relationship. The parties further acknowledge that the Company's services hereunder
are not exclusive, but that the Consultant shall be performing services and undertaking other
responsibilities, for and with other entities or persons, which may directly or indirectly compete with the
Company.
8.        
 NOTICE
All notices provided by this Agreement shall be in writing and shall be given by facsimile transmission,
overnight courier, by registered mail or by personal delivery, by one party to the other, addressed to such
other party at the applicable address set forth below, or to such other address as may be given for such
purpose by such other party by notice duly given hereunder. Notice shall be deemed properly given on
the date of the delivery.
To Consultant:
First Asia Finance Group Limited
Room 3505-06, 35
th
Floor
Edinburgh Tower, The Landmark
15 Queen  Road Central
Hong Kong
To the Company:
First Asia Finance Group Limited
Room 3505-06, 35
th
Floor
Edinburgh Tower, The Landmark
15 Queen  Road Central
Hong Kong
9.        
 MISCELLANEOUS
(a)        
 Waiver. Any term or provision of this Agreement may be waived at any time by the party entitled to
the benefit thereof by a written instrument duly executed by such party.
(b)        
 Entire Agreement. This Agreement contains the entire understanding between the parties hereto with
respect to the transactions contemplated hereby, and may not be amended, modified, or altered
except by an instrument in writing signed by the party against whom such amendment, modification,
or alteration is sought to be enforced. This Agreement supercedes and replaces all other agreements
between the parties with respect to any services to be performed by the Consultant of behalf of the
Company.
(c)        
 Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the
State of New York, the United States of America, without regard to its conflict of laws rules and
principles.
(d)        
 Each party hereby agrees to solve any dispute through friendly discussions and arbitration in New
York City pursuant to the rules of the American Arbitration Association with one arbitrator jointly
selected by the parties. Arbitration shall be the exclusive and final remedy, the award of which shall
be final and enforceable against the parties.
(e)        
 Binding Effect. This Agreement shall bind and inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, successors and assigns.
(f)        
 Construction. The captions and headings contained herein are inserted for convenient reference only,
are not a part hereof and the same shall not limit or construe the provisions to which they apply.
Reference in this agreement to "paragraphs" are to the paragraphs in this Agreement, unless
otherwise noted.
(g)        
 Expenses. Each party shall pay and be responsible for the cost and expanses, including, without
limitations, attorneys' fees, incurred by such party in connection with negotiation, preparation and
execution of this Agreement and the transactions contemplated hereby.
(h)        
 Assignment. No party hereto may assign any of its rights or delegate any of its obligations under this
Agreement without the express written consent of the other party hereto.
(i)         Counterparts. This Agreement may be executed simultaneously in two counterparts, each of which
shall be deemed an original, but both of which together shall constitute one and the same agreement,
binding upon both parties hereto, not withstanding that both parties are not signatories to the original
or the same counterpart.
IN WITNESS WHEREOF, the parties have caused this CONSULTING AGREEMENT to be duly
executed as of the day and year first above written
LEOPARD CAPITAL, INC.
By:	/s/ Zhu Xiao Xin
Zhu Xiao Xin
President
/s/ Wai Hon, Chiu
WAI HON, CHIU
EXHIBIT
Time Table of Consulting Services
By Wai Hon, Chiu
Period
Services to be performed
Feb 2004 to Feb 2005
Evaluate the existing workflow system for Company's program
development
Mar 2005 to Feb 2006
Perform feasibilities study on the process improvement plan to
improve existing workflow system
Mar 2006 to Feb 2007
Establish and document detail execution plan for the process
improvement implementation plan for the Company operation
Mar 2007to Feb 2008
Implement the program development process improvement plan as
plan
Mar 2008 to Feb 2009
Evaluate the process improvement plan and procedures after
implementation
Exhibit 10.4
CONSULTING AGREEMENT
This consulting agreement (this "Agreement") is made the February 18, 2004 by and between Leopard
Capital, Inc. (the "Company"), and Ambassador Capital Group, Inc. (the "Consultant").
RECITALS
WHEREAS, the Company wishes to engage the Consultant with respect to corporate finance and
marketing of Company;
WHEREAS, the Consultant is willing to provide its services to the Company provided for in the
Agreement as set forth below;
AGREEMENT
NOW THEREFORE, in consideration of the premises and the respective covenants and agreements of
the parties herein contained, the parties hereto agree as follows:
1.        
 TERM
The term of this Agreement shall commence on the date hereof and end on February 17, 2009.
2.         CONSULTING SERVICES
(a)        
Consulting Services. The corporate finance and marketing of the Company and other related
business. ("Consulting Services"). The Consulting Services will be performed with specific regard to
the following:
Consultancy services and marketing:
a)	Provision of corporate finance consultancy services and marketing the Company to investors;
and
b)	Evaluate, perform feasibility studies on U.S. IT market and also, promote the Company to
potential customers in U.S. IT market, plan and acquire new customers for the Company to
expand the markets of the Company in U.S.
(b)
Compensation
. In consideration of the consulting services set forth in paragraph 2 (a), and subject to
the terms and conditions set forth herein the Company hereby agrees to issue to Consultant 400,000
shares of the Company's Common stock (the "Shares") up front and register such shares at the time of
initial issuance, or immediately thereafter, on Form S-8 under the Securities Exchange Act of 1934,
as amended ("Exchange Act").  The same number of shares is to be returned to the Company if the
services provided in Clause 2 do not satisfy the Company  requirements as further elaborated in
Exhibit.
(c)
Issuance
.  Issuance and delivery of the Shares shall be immediately after the full reporting date of the
Company, at which time, the Company shall deliver to the Consultant: (i) the certificate or
certificates evidencing the Shares to be issued to the Consultant and the respective dates, registered
in the name of the Consultant; and (ii) evidence that the Shares have been  registered on Form S-8 to
be filed upon issuance of the Shares to the Consultant, registering for resale thereof.
3.        
  CONFIDENTIAL INFORMATION
In connection with the providing of Consulting Services, hereunder, the Consultant may come into
contact with information concerning the Company which the Company deems confidential (the
Confidential Information"). The Consultant understands and agrees that any Confidential Information
disclosed pursuant to this Agreement is secret, proprietary and of great value to the Company, which
value may be impaired if the secrecy of such information is not maintained. The Consultant further
agrees that he will take necessary security measures to preserve and protect the
secrecy of such Confidential Information, and to hold such Confidential Information in strict confidence
and not to disclose such Confidential Information, either directly or indirectly to any person or entity
during the term of this agreement or any time following the expiration or termination hereof; provided,
however, that the Consultant may disclose the Confidential Information to an assistant to whom
disclosure is necessary for the providing of Consulting Services under this Agreement provided that such
assistant enters into similar agreement to protect the Confidential Information.
4.        
 REPRESENTATION AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the Consultant that as of the date hereof:
(a)        
 Authorization and Validity of Shares. The Shares have been duly authorized and are validly issued
and outstanding, fully paid and non-assessable and free of any preemptive rights. The Shares are not
subject to any lien, pledge, security interest or other encumbrance.
(b)        
 Authorization of Agreement. The Company has taken all actions and has obtained all consents or
approvals necessary to authorize it to enter into this Agreement.
(c)        
 Registration. The Shares have been, or will be upon the filing of an S-8 Registration Statement,
registered pursuant to the Securities Act.
5.        
 INDEMNIFICATION
(a)        
 The Company shall indemnify the Consultant from and against any and all expenses (including
reasonable attorneys' fees), judgments, fines, claims, cause of action, liabilities and other amounts
paid (whether in settlement or otherwise actually and reasonably incurred) by the Consultant in
connection with such action, suit or proceeding if (i) the Consultant was made a party to any action,
suit or proceeding by reason of the fact that the Consultant rendered advice or services to the
Company pursuant to this Agreement, and (ii) the Consultant acted in good faith and in a manner
reasonably believed by the Consultant to be in or not opposed to the interests of the Company, and
with respect to any criminal action or proceeding, had no reasonable cause or believe his conduct
was unlawful.
(b)         
The Consultant shall indemnify the Company from and against any and all expenses (including
attorney's fees), judgments, fines, claims, causes of action, liabilities and other amounts paid
(whether in settlement or otherwise actually and reasonably incurred) by the Company in connection
with such action, suit or proceeding if (i) the Company was made a party to any action, suit or
proceeding by reason of the fact that the Consultant rendered advice or services to the Company
pursuant to this Agreement, and (ii) the Consultant did not act in good faith and in a manner
reasonably believed by the Consultant to be in or not opposed to the interests of the Company, and
with respect to any criminal action or proceeding, did not reasonably believe his conduct was lawful.
6.        
 REPRESENTATION OF THE CONSULTANT
The Consultant represents that she is a qualified expert in her field in terms of providing Consulting
Services to the Company and her provision of the Consulting Services is legal.
7.        
 INDEPENDENT CONTRACTOR STATUS
It is expressly understood and agreed that this is a consulting agreement only and does not constitute an
employer-employee relationship. The parties further acknowledge that the Company's services hereunder
are not exclusive, but that the Consultant shall be performing services and undertaking other
responsibilities, for and with other entities or persons, which may directly or indirectly compete with the
Company.
8.        
 NOTICE
All notices provided by this Agreement shall be in writing and shall be given by facsimile transmission,
overnight courier, by registered mail or by personal delivery, by one party to the other, addressed to such
other party at the applicable address set forth below, or to such other address as may be given for such
purpose by such other party by notice duly given hereunder. Notice shall be deemed properly given on
the date of the delivery.
To Consultant:
First Asia Finance Group Limited
Room 3505-06, 35
th
Floor
Edinburgh Tower, The Landmark
15 Queen  Road Central
Hong Kong
To the Company:
First Asia Finance Group Limited
Room 3505-06, 35
th
Floor
Edinburgh Tower, The Landmark
15 Queen  Road Central
Hong Kong
9.        
 MISCELLANEOUS
(a)        
 Waiver. Any term or provision of this Agreement may be waived at any time by the party entitled to
the benefit thereof by a written instrument duly executed by such party.
(b)        
 Entire Agreement. This Agreement contains the entire understanding between the parties hereto with
respect to the transactions contemplated hereby, and may not be amended, modified, or altered
except by an instrument in writing signed by the party against whom such amendment, modification,
or alteration is sought to be enforced. This Agreement supercedes and replaces all other agreements
between the parties with respect to any services to be performed by the Consultant of behalf of the
Company.
(c)        
 Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the
State of New York, the United States of America, without regard to its conflict of laws rules and
principles.
(d)        
 Each party hereby agrees to solve any dispute through friendly discussions and arbitration in New
York City pursuant to the rules of the American Arbitration Association with one arbitrator jointly
selected by the parties. Arbitration shall be the exclusive and final remedy, the award of which shall
be final and enforceable against the parties.
(e)        
 Binding Effect. This Agreement shall bind and inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, successors and assigns.
(f)        
 Construction. The captions and headings contained herein are inserted for convenient reference only,
are not a part hereof and the same shall not limit or construe the provisions to which they apply.
Reference in this agreement to "paragraphs" are to the paragraphs in this Agreement, unless
otherwise noted.
(g)        
 Expenses. Each party shall pay and be responsible for the cost and expanses, including, without
limitations, attorneys' fees, incurred by such party in connection with negotiation, preparation and
execution of this Agreement and the transactions contemplated hereby.
(h)        
 Assignment. No party hereto may assign any of its rights or delegate any of its obligations under this
Agreement without the express written consent of the other party hereto.
(i)        
 Counterparts. This Agreement may be executed simultaneously in two counterparts, each of which
shall be deemed an original, but both of which together shall constitute one and the same agreement,
binding upon both parties hereto, not withstanding that both parties are not signatories to the original
or the same counterpart.
IN WITNESS WHEREOF, the parties have caused this CONSULTING AGREEMENT to be duly
executed as of the day and year first above written
LEOPARD CAPITAL, INC.
By: /s/ Zhu Xiao Xin
Zhu Xiao Xin
President
AMBASSADOR CAPITAL GROUP, INC.
EXHIBIT
Time Table of Consulting Services
By Ambassador Capital Group, Inc.
Period
Services to be performed
Feb 2004 to Feb, 2005
Work with professionals to facilitate listing
Mar 2005 to Feb 2006
Evaluate U.S. IT market opportunities
Mar 2006 to Feb 2007
Perform feasibility studies on US IT market
Mar 2007to Feb 2008
Promote the company to potential customers in U.S. IT market
Mar 2008 to Feb 2009
Acquire new customers for the company and perform after sales
service
Exhibit 10.5
CONSULTING AGREEMENT
This consulting agreement (this "Agreement") is made the February 18, 2004 by and between Leopard
Capital, Inc. (the "Company"), and Mr. Hing Bun, Lau (the "Consultant").
RECITALS
WHEREAS, the Company wishes to engage the Consultant with respect to technology support of
Company;
WHEREAS, the Consultant is willing to provide his services to the Company provided for in the
Agreement as set forth below;
AGREEMENT
NOW THEREFORE, in consideration of the premises and the respective covenants and agreements of
the parties herein contained, the parties hereto agree as follows:
1.        
 TERM
The term of this Agreement shall commence on the date hereof and end on February 17, 2009.
2.        
 CONSULTING SERVICES
(a)        
	Consulting Services. The technology support of the Company and other related business.
("Consulting Services"). The Consulting Services will be performed with specific regard to the
following:
Technology support:
a)	Assist in technology support and perform feasibility studies on IT security and protection
system; and
b)	Develop and evaluate Internet security system and firewall protection and perform feasibility
studies on existing IT security and protection system of the Company.
(b)        
 Compensation. In consideration of the consulting services set forth in paragraph 2 (a), and subject to
the terms and conditions set forth herein the Company hereby agrees to issue to Consultant 550,000
shares of the Company's Common stock (the "Shares") up front and register such shares at the time of
initial issuance, or immediately thereafter, on Form S-8 under the Securities Exchange Act of 1934,
as amended ("Exchange Act").  The same number of shares is to be returned to the Company if the
services provided in Clause 2 do not satisfy the Company  requirements as further elaborated in
Exhibit.
(c)         
Issuance. Issuance and delivery of the Shares shall be immediately after the full reporting date of the
Company, at which time, the Company shall deliver to the Consultant: (i) the certificate or
certificates evidencing the Shares to be issued to the Consultant and the respective dates, registered
in the name of the Consultant; and (ii) evidence that the Shares have been           registered on Form
S-8 to be filed upon issuance of the Shares to the Consultant, registering for resale thereof.
3.        
 CONFIDENTIAL INFORMATION
In connection with the providing of Consulting Services, hereunder, the Consultant may come into
contact with information concerning the Company which the Company deems confidential (the
Confidential Information"). The Consultant understands and agrees that any Confidential Information
disclosed pursuant to this Agreement is secret, proprietary and of great value to the Company, which
value may be impaired if the secrecy of such information is not maintained. The Consultant further
agrees that he will take necessary security measures to preserve and protect the
secrecy of such Confidential Information, and to hold such Confidential Information in strict confidence
and not to disclose such Confidential Information, either directly or indirectly to any person or entity
during the term of this agreement or any time following the expiration or termination hereof; provided,
however, that the Consultant may disclose the Confidential Information to an assistant to whom
disclosure is necessary for the providing of Consulting Services under this Agreement provided that such
assistant enters into similar agreement to protect the Confidential Information.
4.        
 REPRESENTATION AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the Consultant that as of the date hereof:
(a)        
 Authorization and Validity of Shares. The Shares have been duly authorized and are validly issued
and outstanding, fully paid and non-assessable and free of any preemptive rights. The Shares are not
subject to any lien, pledge, security interest or other encumbrance.
(b)        
 Authorization of Agreement. The Company has taken all actions and has obtained all consents or
approvals necessary to authorize it to enter into this Agreement.
(c)        
 Registration. The Shares have been, or will be upon the filing of an S-8 Registration Statement,
registered pursuant to the Securities Act.
5.        
 INDEMNIFICATION
(a)        
 The Company shall indemnify the Consultant from and against any and all expenses (including
reasonable attorneys' fees), judgments, fines, claims, cause of action, liabilities and other amounts
paid (whether in settlement or otherwise actually and reasonably incurred) by the Consultant in
connection with such action, suit or proceeding if (i) the Consultant was made a party to any action,
suit or proceeding by reason of the fact that the Consultant rendered advice or services to the
Company pursuant to this Agreement, and (ii) the Consultant acted in good faith and in a manner
reasonably believed by the Consultant to be in or not opposed to the interests of the Company, and
with respect to any criminal action or proceeding, had no reasonable cause or believe his conduct
was unlawful.
(b)        
 The Consultant shall indemnify the Company from and against any and all expenses (including
attorney's fees), judgments, fines, claims, causes of action, liabilities and other amounts paid
(whether in settlement or otherwise actually and reasonably incurred) by the Company in connection
with such action, suit or proceeding if (i) the Company was made a party to any action, suit or
proceeding by reason of the fact that the Consultant rendered advice or services to the Company
pursuant to this Agreement, and (ii) the Consultant did not act in good faith and in a manner
reasonably believed by the Consultant to be in or not opposed to the interests of the Company, and
with respect to any criminal action or proceeding, did not reasonably believe his conduct was lawful.
6.        
 REPRESENTATION OF THE CONSULTANT
The Consultant represents that she is a qualified expert in her field in terms of providing Consulting
Services to the Company and her provision of the Consulting Services is legal.
7.        
 INDEPENDENT CONTRACTOR STATUS
It is expressly understood and agreed that this is a consulting agreement only and does not constitute an
employer-employee relationship. The parties further acknowledge that the Company's services hereunder
are not exclusive, but that the Consultant shall be performing services and undertaking other
responsibilities, for and with other entities or persons, which may directly or indirectly compete with the
Company.
8.        
 NOTICE
All notices provided by this Agreement shall be in writing and shall be given by facsimile transmission,
overnight courier, by registered mail or by personal delivery, by one party to the other, addressed to such
other party at the applicable address set forth below, or to such other address as may be given for such
purpose by such other party by notice duly given hereunder. Notice shall be deemed properly given on
the date of the delivery.
To Consultant:
First Asia Finance Group Limited
Room 3505-06, 35
th
Floor
Edinburgh Tower, The Landmark
15 Queen  Road Central
Hong Kong
To the Company:
First Asia Finance Group Limited
Room 3505-06, 35
th
Floor
Edinburgh Tower, The Landmark
15 Queen  Road Central
Hong Kong
9.         MISCELLANEOUS
(a)         
Waiver. Any term or provision of this Agreement may be waived at any time by the party entitled to
the benefit thereof by a written instrument duly executed by such party.
(b)        
 Entire Agreement. This Agreement contains the entire understanding between the parties hereto with
respect to the transactions contemplated hereby, and may not be amended, modified, or altered
except by an instrument in writing signed by the party against whom such amendment, modification,
or alteration is sought to be enforced. This Agreement supercedes and replaces all other agreements
between the parties with respect to any services to be performed by the Consultant of behalf of the
Company.
(c)        
 Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the
State of New York, the United States of America, without regard to its conflict of laws rules and
principles.
(d)        
 Each party hereby agrees to solve any dispute through friendly discussions and arbitration in New
York City pursuant to the rules of the American Arbitration Association with one arbitrator jointly
selected by the parties. Arbitration shall be the exclusive and final remedy, the award of which shall
be final and enforceable against the parties.
(e)        
 Binding Effect. This Agreement shall bind and inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, successors and assigns.
(f)        
 Construction. The captions and headings contained herein are inserted for convenient reference only,
are not a part hereof and the same shall not limit or construe the provisions to which they apply.
Reference in this agreement to "paragraphs" are to the paragraphs in this Agreement, unless
otherwise noted.
(g)        
 Expenses. Each party shall pay and be responsible for the cost and expanses, including, without
limitations, attorneys' fees, incurred by such party in connection with negotiation, preparation and
execution of this Agreement and the transactions contemplated hereby.
(h)         
Assignment. No party hereto may assign any of its rights or delegate any of its obligations under this
Agreement without the express written consent of the other party hereto.
(i)         
Counterparts. This Agreement may be executed simultaneously in two counterparts, each of which
shall be deemed an original, but both of which together shall constitute one and the same agreement,
binding upon both parties hereto, not withstanding that both parties are not signatories to the original
or the same counterpart.
IN WITNESS WHEREOF, the parties have caused this CONSULTING AGREEMENT to be duly
executed as of the day and year first above written
LEOPARD CAPITAL, INC.
By:	 /s/ Zhu Xiao Xin
Zhu Xiao Xin
President
/s/ Hing Bun, Liu
HING BUN, LIU
EXHIBIT
Time Table of Consulting Services
By Hing Bun, Liu
Period
Services to be performed
Feb 2004 to Feb, 2005
Perform feasibility studies on IT security and protection systems
for the Company's projects
Mar 2005 to Feb 2006
Develop Internet security system and firewall protection for servers
of e-government platform
Mar 2006 to Feb 2007
To follow up the feasibility study, to develop the security USB key
chain system for user level
Mar 2007to Feb 2008
To follow up the feasibility study, to standardize data base
structure for all e-government applications for securities
purpose
Mar 2008 to Feb 2009
Evaluate and perform debug on all the IT securities systems
developed and implemented
EXHIBIT 5.1
Gary S. Joiner
Frascona Joiner Goodman and Greenstein, P.C.
4750 Table Mesa Drive
Boulder, CO 80305
Phone: (303) 494-3000
Facsimile:  (949) 494-6309
February 20, 2004
Leopard Capital, Inc.
Rm. 2703-4, Great Eagle Centre
23 Harbour Road
Wanchai, Hong Kong
Re:  Registration Statement on Form S-8
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8 (the "Registration
Statement") as proposed to be filed by you with the Securities and Exchange Commission in
connection with the registration under the Securities Act of 1933, as amended, of the offer and sale
or resale of up to 1,800,000 shares  of Common Stock, $0.001 par value per share (the "Common
Stock"), of Leopard Capital,Inc., a Nevada corporation (the "Company"), upon the Common Stock granted
and for the resale of the Common Stock granted pursuant to the Company's consulting agreements.
We have further examined the proceedings that you have previously taken and are familiar with the
additional proceedings proposed to be taken in connection with the authorization, issuance, and sale
of the Common Stock.
Subject to compliance with applicable state securities and "Blue Sky" laws, we are of the opinion
that the Common Stock, upon issuance and sale (or resale, if applicable) , in the manner described in
the Registration Statement, will be (or has been and is, if applicable), legally issued and fully paid,
and will (or does, if applicable) constitute nonassessable securities of the Company.
We consent to the use of this opinion as Exhibit 5.1 to the Registration Statement and to the use of
our name in the Prospectus constituting a part thereof.
Very truly yours,
/S/ GARY S. JOINER
FRASCONA JOINER GOODMAN AND GREENSTEIN, P.C.
EXHIBIT 23.1
McLean Majdanski
Chartered Accountants
Suite 840 - 475 West Georgia St.
Vancouver, BC     V6B 4M9
Canada     ken-mclmaj@telus.net
Telephone: (604) 683-4533
Facsimile:   (604) 683-2585
February 20, 2004
Leopard Capital, Inc.
Room 2703 - 4, Great eagle Centre
23 Harbour Road
Wanchai, Hong Kong
Dear Sir or Madame:
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the use, by incorporation by reference, in the Form S-8 Registration Statement under
the Securities Act of 1933 of Leopard Capital, Inc.  (a Nevada corporation) (Registrant) of our report
dated February 27, 2003 on the balance sheets of Leopard Capital, Inc. as of December 31, 2002 and
2001 and the related statements of operations, shareholders' deficit and cash flows for each of the
years ended December 31, 2002 and 2001, and from inception, June 18, 1990, to December 31, 2002
contained in the Registrants annual report on Form 10-KSB for the year ended December 31, 2002.
McLean Majdanski
Chartered Accountants
Vancouver, B.C.
Date: 20 February 2004