General Terms & Conditions: Although this Letter of Intent is a contractually binding obligation of the parties, it is not intended to be exhaustive of all the points for inclusion in the Definitive Purchase Agreement and any related agreements. The parties will negotiate in good faith additional customary and reasonable terms and conditions as part of the Definitive License Agreement and any related agreements, including, without limitation, provisions related to warranties, confidentiality, limitation on liability, patent prosecution, enforcement, indemnification and approvals.

Definitive Merger Agreement: The Parties will use reasonable efforts to (a) execute a definitive merger agreement (“Definitive Merger Agreement”) and other appropriate Ancillary Agreements (as defined below) until December 31, 2015; and (b) perform the closing of the Definitive Merger Agreement and other related transactions 90 days from the execution of the Definitive Merger Agreement (the "Closing" or the "Closing Date"). Other terms and conditions, including but not limited to representations and warranties of the Company and the Founders, as customary in a transaction of this type, as well as any others that may arise as a result of a continuing due diligence, shall be included in the Definitive Merger Agreement. The Company shall ensure that the necessary corporate resolutions are adopted, and that all other actions are taken, in order to allow for the due fulfillment of all of the obligations and undertakings of the Company and the Founders contained herein.

The Definitive Agreement

8.1. Immediately after the execution of this MOU the Parties will negotiate in good faith the terms of the definitive agreements and their annexes (the "Definitive Agreements") and will invest their best efforts to execute the Definitive Agreements as soon as practically possible, however, not later than 45 days as of the execution of this MOU.

8.2. The Definitive Agreements shall include, inter alia, the following agreements and arrangements:

8.2.1. A Reverse Merger agreement, which shall include limited representations and warranties and such other terms and conditions as customary in similar transactions.

8.2.2. An amended by-laws of the Corporation.

8.2.3. An employment agreement between Mr. Lior Wayn, who shall be appointed as the Corporation's chief executive officer with such terms and conditions as customary to executives in similar positions in US stock exchange traded corporations. Mr. Wayn's employment agreement shall be for a term of at least 3 years and shall further include success based incentives, including bonuses for meeting certain commercial targets to be agreed to by the Corporation and Mr. Wayn; as well as an additional bonus incentive under which, in the event that the Corporation raises pursuant to the exercise of any of the Warrants an amount of at least US$1,150,000, Mr. Wayn shall be entitled to a bonus of 7 monthly salaries. Mr. Wayn shall be entitled to appoint the executives and consultants of the Corporation, provided, however, that the Chief Financial Officer of the Corporation shall be appointed jointly by the Corporation and Emerald Shareholders. Mr. Wayn's employment agreement shall include customary non-compete undertakings by Mr. Wayn for a period of 2 years after the Closing.

8.3. In the event that the Parties are not successful in executing the Definitive Agreements for any reason whatsoever within the timeframe set out above, this MOU will terminate and become null and void and will not bind the Parties in any way except as specifically otherwise provided in this MOU.

8.4. Notwithstanding the generality of the foregoing, this MOU will terminate with immediate effect upon the signing of the Definitive Agreement.

Fees and Expenses: Each party shall bear its own expenses incurred in connection with the negotiation and consummation of the transactions contemplated by this Letter of Intent, the Definitive License Agreement and/or the related agreements.

Non-Binding Nature. Upon your approval and acceptance hereof, this Letter of Intent shall constitute a non-binding agreement to enter into the aforesaid Definitive Agreements, subject, however, to the satisfaction of the conditions precedent set forth in Section 4 above.

Except for the paragraph entitled “Applicable Law”, the Purchase Price (as defined below) and the entirety of Part II, which are intended to be binding and enforceable, nothing contained herein is intended to create (i) an express or implied obligation to negotiate or execute a binding contract or to complete a transaction or (ii) any other legally binding or enforceable obligation on any party referenced in this Letter of Intent, unless and until the Definitive Agreements (as defined below) are executed and delivered; provided, however, the parties shall be obligated to negotiate in good faith towards the execution of Definitive Agreements on the terms and conditions set forth below.

This binding Memorandum of Understanding (“MOU”) summarizes the principal terms of a proposed strategic partnership between Kootoro Vietnam Inc. and Noble Vici Group, Inc. The transactions contemplated by this MOU are subject to the satisfactory completion of discussions and the execution of Definitive Agreements.

A lump sum, cash payment due upon signing the definitive agreements of $200,000 (the “Cash Payment”). The total cash payment due upon signing will be $180,000 and has been adjusted to account for $20,000 previously paid to the Seller in advance of signing; and

This Binding Letter of Intent (this “Letter of Intent”) sets forth the agreement of the parties hereto for Insynergy Products, Inc. (“Insynergy”) to acquire licenses to a series of products in the following Product Categories set forth on [Exhibit A] annexed hereto (the “Product Categories”) from [[Person A:Person]] or his affiliates (“Sklar”) (Sklar and his affiliates are referenced herein as “Licensors”). As described below, the parties hereby agree to negotiate in good faith to execute definitive agreements in connection with the transactions contemplated by this Letter of Intent (“Definitive Agreements”). However, it is expressly understood that this Letter of Intent shall itself be contractually binding regardless of whether or not a further agreement is executed, subject to the terms and conditions described herein.

Shareholders’ Agreements; Management Agreements; Tax Sharing Agreements; and Existing Indebtedness Agreements. On or prior to the Effective Date, there shall have been delivered to Lender true and correct copies of the following documents; provided, that the filing of any such document with the Securities and Exchange Commission shall be deemed to satisfy the delivery requirements of this Section 5.16: