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Charles Schwab,SRA International,Mantas Inc.,CIA and Bellador Group

by Tony Ryals Friday, Dec. 23, 2005 at 1:30 AM


Does CIA have a stake in Mantas ?

Below is from my indymedia article,'Mantas Inc, Herndon, Va, Pro-Money Laundering Arm of International Bankers, Brokers', as well as a link to SRA International website explaining its links to both the CIA as well as Mantas Inc.'anti-money laundering ' experts who should have detected both the illegal pump and dump of Endovasc as well as all those other U.S.penny stock transactions from its client Charles Schwab's LOM account but didn't.Is there a conflict of interest here and is Mantas Inc. and the CIA 's interest really in protecting American investors and preventing money laundering or not ?

Mantas Inc,Herndon, Va, Pro-Money Laundering Arm of International Bankers,Brokers...

by Tony Ryals Monday December 19, 2005 at 01:22 PM

endoscam (at)

Mantas Inc. whose expertise is supposedly anti-money laundering has allowed untold millions or perhaps billions of laundered dollars go unchecked by criminals or even possibly terrorists through our banking , brokerage and market maker systems and the promotion of Endovasc penny stock by Agora Inc. of Baltimore followed by massive dumping of 'up to 30 million shares' from a Charles Schwab account is proof but still not even the tip of the 'share-money laundering' iceberg they are apparently paid to ignore. Charles Schwab sold their corrupt market maker business to UBS not long after that and many other illegal pump and dump schemes in partnership with LOM of Bermuda.Mantas Inc.was rewarded for not doing its supposed job of guarding against money laundering and illegal pump and dump activities by being contracted to oversee the supposed 'anti-money laundering' activities of UBS who bought Charles Schwab's market maker business.It should come as no surprise unfortunately that the CIA's In-Q-Tel has been an investor in SRA International, Inc (NYSE:SRX), and that its other parent company Safeguard Scientifics, Inc. (NYSE:SFE) actually shows every indication of having been an illegal pump and dump itself having been promoted even by Agora Inc. in the past to near 0 per share a few years back to having become a penny stock today .

Mantas Inc,Herndon, Va, Pro-Money Laundering Arm of International Bankers,Brokers,Market Makers..

NASAA:Agora Inc.'s James Dale Davidson created the 'anti-naked short selling' scam

SRA,Mantas,and CIA

by Tony Ryals Wednesday December 21, 2005 at 10:22 AM

endoscam (at)

Below are quotes from SRA INTERNATIONAL (SRX)the founder of Mantas LLC explaining both its relation to CIA as well as Mantas LLC which was indeed transfer officially to Safeguard Scientifics or SRE sometime later with SRA International maintaining an ongoing interest in the supposed 'anti-money laundering' corporation.The appropriate Google cache link that color highlights SRA International,CIA,and Mantas is below the quotes.:

''Through a partnership with In-Q-Tel, a Central Intelligence Agency(CIA) funded venture capital

firm, we employ 'NetOwl' text mining technology to support user functions including information retieval for a daily briefing of world events....''

''On Decenber 15,2000 the company formed a wholly owned subsidiary, Mantas LLC,with the expectation that the Company would soon transfer its Mantas its service offering consisting of contracts,people,and intellectual property to Mantas and a thrird party investor would purchase an equity interest in Manas LLC for cash.....''

Now this from an anonymous poster 'Welshing' on message board explains that SRA International was coincidentally promoted by an offshore boiler room operation Bellador Group,(Kuala Lumpur,Dubai, etc.),whose main business is selling

U.S.penny stocks such as Endovasc of Montgomery, Texas who defrauded me with a Stanford patent,etc. and a fraudulent claim of being 'naked shorted' to cover up the unregistered and unaudited shares they dump around the qworld while the SEC coincidentally, looks the other way.

One wonders if there is not perhaps a Bellador Group,CIA connection. Below from offshorebusiness

message board:

Re: Bellador Group

By By: welshing on 11/19/2004 4:39:08 PM

L&G(Arizona law firm Logan&Goetas) write:

“Bellador's directors, not the company itself, have invested in some companies funded by its clients”.

This seems indeed to be the case, according to the info below, plucked from SEC filings where they figure. The company (Bellador) does not need to invest in the companies funded by its clients in order to function in the way it does (i.e. stock placement, as opposed to stock purchase). Commission only on stock sold following the cold-calling campaign. You can see below how they can offer "clients" a discount on the bid price.

The 3 companies, American Soil, Biophan and China Wireless appear to be the only ones associated with Bellador through SEC filings. Others may have been pre-IPO or via a third party.

The promotion by Bellador of Endovasc in 2002 obviously followed a SEC-free route in terms of how Bellador earned its commission. L&G state in the message they posted to KYC and copied here that “Anyone (who doubts this) can call Endovasc and speak with CFO Dwight Cantrell or Vice President for Business Development, Rob Johnson, about their high regard for Bellador and its directors”. So, assuming that is the case, both Cantrell and Johnson sound pleased with the level of service offered by Bellador.

The Bellador web site lists the following as previous recommendations:

InforMax Inc., Possis Medical, Allied Healthcare International Inc., SureBeam Corporation, Rite Aid Corporation, Hybridon Inc., CITA BioMedical, SRA International Inc., Biophan Technologies Inc.

While American Soil may be too recent for inclusion, 2 notable absentees are Endovasc and China Wireless.

Also remarkable (and amusing) is how Peter Taylor, Director of Bellador, seems to be trying to throw us off the scent (in his KYC board messages) by writing in a style that would be more typical of someone who left school age 12.

Excerpts from

Bellador deal with American Soil:

American Soil Technologies Inc · 10QSB · For 6/30/4 · EX-10.2


DATED JULY 16, 2004





STOCK PLACEMENT AGREEMENT (the "Agreement"), dated as of July ___, 2004 between

AMERICAN SOIL TECHNOLOGIES, INC., a Nevada corporation having offices at 12224

Montague Street, Pacoima, California 91331 (the "Company"), and Bellador

Advisory Services (Labuan) Ltd. a Malaysian business company licensed as a fund

manager in Labuan, the registered address of which is Level 6, Wisma Oceanic,

Jalan OKK Awang Besar, 87007 W P Labuan, East Malaysia, Malaysia, the investment

advisor of its clients (sometimes referred to as "Bellador") who shall be

purchasers of the securities. Company and Bellador shall sometimes be

collectively referred to as the "Parties."


WHEREAS, Bellador has examined the business and financial records of

Company and has relied upon the information and representations provided by the

Company herein, and

WHEREAS, Bellador has decided to recommend the Company to Bellador's

clients as an investment, and

WHEREAS, the Parties intend for this Agreement to set forth their

understanding of the terms and conditions of both phases of funding and

acknowledge that Bellador will be raising funds for the Company from clients

outside of the United States, and

WHEREAS, Bellador agrees that it will only recommend investment in the

Company to Bellador's clients outside the United States only to those clients

that are not "U.S. Persons" as defined in SECTION 1.4(F) and after providing all

such clients with information about the Company that has been approved by the

Company and the attorneys for the Company.




1.1. THE SHARES. The Company agrees to issue and sell to Bellador's clients

(sometimes referred to collectively as "Purchasers" and individually as

"Purchaser") in an offshore transaction negotiated outside the United States and

to be consummated outside the United States. In consideration of and in express

reliance upon the representations, warranties, covenants, terms and conditions

of this Agreement, Bellador agrees to recommend that its clients evaluate the

opportunity to purchase from the Company shares (the "Shares") of the Company's

Common Stock. Shares will be sold by the Company to Bellador's clients for the

previous trading day's closing bid price of the Company's shares of Common Stock

as quoted on the OTC Bulletin Board (the "OTCBB") immediately preceding the date

on which the Purchaser makes a firm commitment to purchase such Shares, which

shall be confirmed in writing by Bellador to Purchaser, and the Company shall

receive the previous trading day's last bid for its shares from time to time,

and, after all expenses of the transaction, including legal, due diligence,

accounting, marketing and consulting fees, the Company shall net no less than

50% of the closing bid price. If the Company becomes listed on another United

States stock exchange or public trading market on which the shares of the

Company trade, the price shall be fixed in an amount equal to the previous

trading day's last trade during hours that the market was open and not based

upon after-hours trading.

1.2. SUBSCRIPTION FOR SHARES; CLOSING. Bellador shall deliver to the

Company a subscription agreement ("Subscription Agreement") completed in full

and signed by each potential Purchaser of Shares. After the Company accepts

subscriptions, the closing of the purchases of the Shares will take place in

Phoenix, Arizona, using the services of Arizona Escrow & Financial Corporation

("Escrow Agent"), a licensed Arizona escrow company. At each closing, the

Purchaser will cause immediately available funds to be delivered to the Escrow

Agent and Company shall deliver the share certificate(s) and/or other securities

that may be purchased to the Escrow Agent according to the terms of the Escrow

Agreement (a copy of which is attached hereto as EXHIBIT A). If the Company has

not had the opportunity to fully review the Subscription Agreement or any other

Transaction Documents related to any such purchase before the Closing with

Escrow Agent, the Company shall notify Bellador that such closing remains

"subject to" the Company's review of any documents that have not yet been

delivered to and examined by the Company, in which case Bellador will hold the

certificate(s) for such Shares pending the Company's review of such documents.

Once the Company has completed its review, it will promptly notify Bellador that

it either (a) accepts such subscription, in which case Bellador shall promptly

release such certificate(s) to the Purchaser; or (b) rejects such subscription,

in which case (i) the Company shall promptly refund the purchase price for such

Shares to the Purchaser, and (ii) Bellador, or Escrow Agent, as the case may be,

shall promptly return the certificate(s) for such Shares to the Company.

1.3 COVENANT OF BEST EFFORTS. Subject to the rights of each party to

terminate this Agreement as provided in SECTION 1.5 below, Bellador agrees to

use its best efforts to arrange for up to ,500,000 (U.S.) of net funding to

Company on or before May 31, 2005, until the funds have been delivered to

Company or one of the Parties has terminated this Agreement.

(a) ACCESS TO INFORMATION. Bellador, in making its recommendation to

prospective Purchasers regarding the decision to purchase the Shares, has relied

and will rely upon independent investigations made by it and/or its

representatives that were based upon information, documents and representations

by the Company. Reports based upon such information have been and will be

prepared by Bellador and submitted to the Company and its legal counsel for

approval. Bellador will not submit reports or other information on the Company

to its clients regarding potential purchases of the Company's Shares without

obtaining prior approval of the materials by the Company. Each Purchaser and/or

its representatives during the course of this transaction, and prior to the

purchase of any Shares, will have had the opportunity to ask questions of and

receive answers from the management of the Company concerning the terms and

conditions of the offering of the Shares and to receive any additional

information, documents, records and books relative to its business, assets,

financial condition, results of operations and liabilities (contingent or

otherwise) of the Company.

(b) SOPHISTICATION AND KNOWLEDGE. Each Purchaser and/or its

representatives will have such knowledge and experience in financial and

business matters that such Purchaser can represent himself/herself/itself and

will be capable of evaluating the merits and risks of the purchase of the

Shares. Each Purchaser will be instructed not to rely on the Company with

respect to the tax and other economic considerations of an investment in the

Shares, and each Purchaser will be instructed to rely on the advice of, or to

consult with, only the Purchaser's own advisor(s). The Purchasers shall be

required to represent that he/she/it has not been organized for the purpose of

acquiring the Shares in a signed Subscription Agreement.

(c) ACKNOWLEDGEMENT OF RISK. Each Purchaser will acknowledge in

his/her/its Subscription Agreement that the purchase of the Shares involves a

high degree of risk and further acknowledge that he/she/it can bear the economic

risk of the purchase of the Shares, including the total loss of its investment.

Each Purchaser will acknowledge in his/her/its Subscription Agreement that

he/she/it has no present need for liquidity in connection with its purchase of

the Shares.

(d) NO PUBLIC SOLICITATION. Each Purchaser will acknowledge in

his/her/its Subscription Agreement that he/she/it is not subscribing for the

Shares as a result of or subsequent to any advertisement, article, notice or

other communication published in any newspaper, magazine or similar media or

broadcast over television or radio, or presented at any seminar or meeting, or

any solicitation of a subscription by a person not previously known to the

Purchaser in connection with investments in securities generally. Bellador has

not engaged and will not engage in any "Directed Selling Efforts in the U.S." as

defined in Regulation S promulgated by the SEC under U.S. securities laws.

(e) AUTHORITY. Bellador has full right and power to enter into and

perform pursuant to this Agreement. This Agreement constitutes Bellador's valid

and legally binding obligation, enforceable in accordance with its terms.

Bellador is authorized, licensed and otherwise duly qualified to give investment

advice to its clients under the laws of Labuan. Bellador agrees to comply with

the laws of any jurisdiction in which it contacts clients regarding this


(f) REGULATION S EXEMPTION. Bellador understands and will require each

Purchaser to acknowledge in writing that the Shares are being offered and sold

to it in reliance on an exemption from the registration requirements of United

States federal and state securities laws under Regulation S promulgated under

the Securities Act of 1933 (the "Securities Act") and that the Company is

relying upon the truth and accuracy of the representations, warranties,

agreements, acknowledgments and understandings of such Purchaser set forth in

his/her/its Subscription Agreement in order to determine the applicability of

such exemptions and the suitability of the Purchaser to acquire the Shares. In

regard to Shares sold pursuant to the Regulation S exemption, Bellador

represents, warrants and agrees that:

(i) No Purchaser will be a U.S. Person (as defined below) or an

affiliate (as defined in Rule 501(b) under the Securities Act) of the Company. A

U.S. Person means any one of the following:

(A) Any natural person residing in the United States of America;

(B) Any partnership or corporation organized or incorporated

under the laws of the United States of America;

(C) Any estate of which any executor or administrator is a U.S.


(D) Any trust of which any trustee is a U.S. person;

(E) Any agency or branch of a foreign entity located in the

United States of America;

(F) Any non-discretionary account or similar account (other than

an estate or trust) held by a dealer or other fiduciary for the

benefit or account of a U.S. person;

(G) Any discretionary account or similar account (other than an

estate or trust) held by a dealer or other fiduciary organized,

incorporated or (if an individual) resident in the United States of

America; and

(H) Any partnership or corporation if:

(1) Organized or incorporated under the laws of an foreign

jurisdiction; and

(2) Formed by a U.S. person principally for the purpose of

investing in securities not registered under the Securities Act,

unless it is organized or incorporated, and owned, by accredited

investors (as defined in Rule 501(a) under the Securities Act)

who are not natural persons, estates or trusts.

(ii) At the time of the origination of contact concerning this

Agreement and the date of the execution and delivery of this Agreement, Bellador

was outside of the United States and has agreed to limit its communications

about the Shares to clients who are non-U. S. Persons.

(iii) Each Purchaser will be required to agree in writing that

he/she/it shall not, during the period commencing on the date of issuance of the

Shares and ending on the first anniversary of such date, or such shorter period

as may be permitted by Regulation S or other applicable securities law,

including any registration of the Shares, below (the "Restricted Period"),

offer, sell, pledge or otherwise transfer the shares in the United States, or to

a U.S. Person for the account or benefit of a U.S. Person, or otherwise in a

manner that is not in compliance with Regulation S.

(iv) Each Purchaser will be required to agree in writing that he/she/it

shall, after expiration of the Restricted Period, offer, sell, pledge or

otherwise transfer the Shares only pursuant to registration under the Securities

Act or an available exemption therefrom and in accordance with all applicable

state and foreign securities laws.

(v) Each Purchaser shall be required to represent in writing that

he/she/it has not in any jurisdiction engaged in, and prior to the expiration of

the Restricted Period will not engage in, any short selling of or any hedging

transaction with respect to any of the shares of Company's common stock,

including without limitation, any put, call or other option transaction, option

writing or equity swap.

(vi) Each Purchaser shall be required to represent in writing that

neither he/she/it nor any person acting on his/her/its behalf has engaged, nor

will engage, in any directed selling efforts to U.S. Persons with respect to the

Shares and the Purchaser and any person acting on its behalf has and will comply

with the "offering restrictions" requirements of Regulation S under the

Securities Act.

vii) The transactions contemplated by this Agreement have not been

pre-arranged with a buyer located in the United States or with a U.S. Person,

and are not part of a plan or scheme to evade the registration requirements of

the Securities Act.

(viii) Neither Bellador nor any person acting on its behalf has

undertaken or carried out any activity for the purpose of, or that could

reasonably be expected to have the effect of, conditioning the market in the

United States, its territories or possessions, for any of the Shares. Bellador

agrees not to cause any advertisement of the Shares to be published in any

newspaper or periodical or posted in any public place and not to issue any

circular relating to the Shares in the U.S. or its territories and only in

compliance with any local applicable securities laws.

(ix) Each certificate representing the Shares shall be endorsed with

the following legends:










(b) Any other legend required to be placed thereon by applicable

federal or state securities laws.


LETTERS. Company acknowledges that each Purchaser may use the services of Logan

& Geotas, PLC, of Phoenix, Arizona, as legal counsel to determine whether, after

the required holding period, each proposed sale of the shares purchased under

this Agreement pursuant to Regulation S may be sold in compliance with Rule 144

and, if so, to issue an appropriate opinion letter. The Company agrees the

opinion letter forms attached hereto as EXHIBIT B are approved as the forms to

be used by Logan & Geotas for such purposes.


Bellador agree as follows with respect to the Company's allocation of proceeds

from sales of the Shares:

(a) Marketing and sales: 0,000;

(b) General and administrative: ,300,000,

(c) Inventory and development: ,000,000;

(d) The Company shall set aside up to a maximum of 0,000, from

proceeds of sales of the Shares in order to fund the retention of an investor

relations firm and a public relations firm and to otherwise conduct investor

relations activity pursuant to SECTION 3.3. The Company shall provide a monthly,

written report of its investor relations and public relations efforts and

expenses to Bellador.

… IN WITNESS WHEREOF, the parties hereto have caused this Stock Placement

Agreement to be executed as of the date first above written. .


/s/ Carl Ranno


By: Carl Ranno

Its: President


/s/ James Kirby


By: James Kirby

Its: Director

Bellador and Biophan:

Exhibit 10.11

BioPhan Technologies Inc.

Financial Accommodations Agreement

Bellador (Labuan) Ltd Date: July 1, 2002


The undersigned as a duly authorized officer's or agent's of Bellador

(Labuan) Ltd., a company incorporated in Malaysia hereby states and agrees

on behalf of BELLADOR (LABUAN) LTD., as follows:

BELLADOR (LABUAN) LTD., understands that BioPhan Technologies Inc., a

corporation organized under the laws of the State of Nevada, U.S.A. (the

"Company"), is making available, pursuant to the exemption from

registration provided under Regulation S promulgated by the United States

Securities and Exchange Commission (the "SEC") under the Securities Act of

1933, as amended (the "1933 Act"), up to 1,000,000 restricted shares of its

$.005 par value Common Stock (the "Restricted Shares"). At the Company's

election, it may increase the number of Restricted Shares to 3,000,000.

In acknowledgement of the foregoing and upon the representations appearing

hereinafter, BELLADOR (LABUAN) LTD., hereby agrees to offer the Restricted

Shares (the "Shares") to their clients (the "Clients"), at such times and

in such numbers of the Shares as shall be determined by BELLADOR (LABUAN)

LTD., and with reference to clauses 4 (c) and 4 (d) herein, at a price per

Share equal to the reported closing trading price; (i.e. Bid Price) of the

Company's shares on the most recent day, prior to the date of the sale of

Shares, upon which the Company's shares traded on the OTC Bulletin Board.

BELLADOR (LABUAN) LTD., Each Client purchasing Shares shall deliver a

subscription agreement along with the purchase price for the Shares,

together with a transaction fee of 0.75% or a minimum of .00 in US

dollars to the Company. The Company agrees to issue to BELLADOR (LABUAN)

LTD., restricted common shares valued on the same basis in the equivalent

amount of 10 (ten) percent of the value of any Shares so placed by BELLADOR

(LABUAN) LTD; the Company will remit to BELLADOR (LABUAN) LTD. additional

compensation for the services provided a cash amount equal to 35% of the

amount BELLADOR (LABUAN) LTD's clients paid for the shares, plus the

relevant transaction fee less any related bank clearance fees. Funds due to

BELLADOR (LABUAN) LTD., will be remitted by the Company to BELLADOR

(LABUAN) LTD. or its nominees, on a weekly basis. Upon acceptance by the

Company, BELLADOR (LABUAN) LTD will hereby confirm its intent to

encourage Clients to become a shareholder of the Company. In order to

induce the Company to accept its offer, BELLADOR (LABUAN) LTD., advises as


1 Receipt of Information ; BELLADOR (LABUAN) LTD., acknowledges that it

has received and has carefully reviewed the Company's annual report on Form

10-K for the fiscal year ended February 28, 2002 and the report on Form 10-

Q for the quarters ended May 31, August 31 and November 30, 2001 (the


2 Availability of Information; BELLADOR (LABUAN) LTD., hereby

acknowledges that the Company has made available to it the opportunity to

ask questions of, and receive answers from, the Chief Executive Officer of

the Company, and any other person or entity acting on behalf of the Company

as requested by BELLADOR (LABUAN) LTD., concerning the terms and conditions

of the offering and the materials and information contained in the Reports,

and to obtain any additional information requested by BELLADOR (LABUAN)

LTD., to the extent the Company possesses such information or can acquire

it without unreasonable effort or expense, as it may deem necessary to

verify the accuracy of the information provided by the Company or any such

person or entity.

3 Representations, Warranties and Covenants; BELLADOR (LABUAN) LTD.,

represents and warrants to the Company (and understands and acknowledges

that the Company is relying on the accuracy and completeness of such

representations and warranties in connection with the availability of an

exemption for the offer and sale of the Shares from the registration

requirements of the U.S. securities laws) that:

a) BELLADOR (LABUAN) LTD., understands and agrees that the Shares

have not been registered under the 1933 Act, or the securities

laws of any other jurisdiction and will be deemed "restricted

securities" as defined in Rule 144 under 1933 Act.

b) BELLADOR (LABUAN) LTD., understands and agrees that, if this

Finance Agreement is accepted and the Shares are sold to BELLADOR

(LABUAN) LTD., Clients, such sales will be pursuant to the

exemption from the 1933 Act's registration requirement provided in

Regulation S, and that BELLADOR (LABUAN) LTD., is prohibited from

selling or otherwise disposing of the Shares except in accordance

with Regulation S which imposes, among other things, the resale

restrictions specified in Rule 144 promulgated under the 1933 Act,

or pursuant to another available exemption from registration, and

the shares will continue to be deemed restricted securities

notwithstanding that they were acquired in a transaction pursuant

to Regulation S.

c) BELLADOR (LABUAN) LTD., understands and agrees that hedging

transactions involving the Shares may not be conducted unless in

compliance with the 1933 Act.

d) BELLADOR (LABUAN) LTD., understands and agrees that the Company

may lodge stop transfer instructions with its transfer agent in

order to restrict the transfer of the Shares in accordance with

the foregoing representations, and that the certificates

representing the Shares will contain a legend restricting transfer

as prescribed by Section 903(b)(3) of Regulation S.

e) BELLADOR (LABUAN) LTD., understands and agrees that Clients are

not "U.S. Persons" as that term is defined in Regulation S and

that no offer or sale shall be made to any US resident or citizen

or Canadian resident or citizen.

f) BELLADOR (LABUAN) LTD., understands and agrees that Clients will

always reside and be located outside the U.S. at the time of both

the offer and sale of the Shares and that there will be no

directed selling efforts in the US or Canada.

g) BELLADOR (LABUAN) LTD., understands and agrees that Clients are

not purchasing the Shares as a part of any plan or scheme to evade

the registration requirements of the 1933 Act. BELLADOR (LABUAN)

LTD. and that Clients are buying for investment and not for resale

in the United States, except in accordance with Rule 144 or any

other exemption from registration.

h) BELLADOR (LABUAN) LTD., understands and agrees that Clients have

an interest only in part with respect to this Finance Agreement

Clients are not acquiring the Shares, or any part of them, for the

account or benefit of a U.S. person or US or Canadian resident or

citizen, and that No buyer at the time of the order or sale shall

be in the US and BELLADOR (LABUAN) LTD., must in good faith so


i) In the event BELLADOR (LABUAN) LTD., distributes any portion of

the Shares subscribed for hereby to any distributor, dealer or

other person receiving any selling concession, fee or other

remuneration, prior to the expiration of a one-year distribution

compliance period, BELLADOR (LABUAN) LTD., agrees that it will

send a written confirmation or other notice to such purchaser

stating that such purchaser is subject to the same restrictions on

offers and sales that apply to a distribution under Regulation S

and that the Shares acquired are subject to Rule 144 resale


j) BELLADOR (LABUAN) LTD., understands and agrees that it shall have

sole responsibility for determining whether securities laws

registration or other procedures of any non-United States

jurisdiction or jurisdictions will be applicable to the

transactions contemplated herein, and shall take all steps

necessary to ensure compliance with any such applicable securities

laws and regulations and BELLADOR (LABUAN) LTD., shall have sole

responsibility for making any disclosures required by any non

United States jurisdiction.

k) BELLADOR (LABUAN) LTD., agrees that it will not make any

representation to its Clients about BioPhan Technologies Inc.,

without authorization from BioPhan Technologies Inc., BELLADOR

(LABUAN) LTD., agrees that it will indemnify and hold BioPhan

Technologies Inc., harmless in the event of any breach or

violation of any securities laws in any jurisdiction and all

activities undertaken pursuant to this agreement are at the sole


l) Neither BELLADOR (LABUAN) LTD., nor any affiliates of BELLADOR

(LABUAN) LTD., nor any person acting on its behalf, has engaged in

any (i) general solicitation or general advertising within the

meaning of Rule 502(c) under the 1933 Act or (ii) directed selling

efforts within the meaning of Rule 903 under Regulation S and

BELLADOR (LABUAN) LTD. has complied and will comply with the

offering restrictions of such Rule 903.

4 Offering Procedure; BELLADOR (LABUAN) LTD., understands agrees that

this Financial Agreement is subject to each of the following terms and


a) The Company may reject this Financial Agreement for any reason,

and this Financial Accommodations Agreement shall become binding

upon the Company only when accepted, in writing, by the Company.

b) If the Financial Agreement is rejected, all funds submitted hereby

will be returned to BELLADOR (LABUAN) LTD., Clients without

interest thereon or deduction there from.

c) This Financial Agreement will have an initial term of three months

(the "Initial Term") but will automatically renew for successive

one month periods unless terminated pursuant to paragraph 4(e).

d) Each order shall be accompanied by a subscription agreement in

form and substance satisfactory to BioPhan Technologies Inc.,, and

its acceptance shall be at the sole discretion of BioPhan

Technologies Inc.

e) After the Initial Term, this Financial Agreement may be terminated

by either party with thirty (30) days notice to the other party.

5 Payment; As payment for the subscription made hereby, BELLADOR (LABUAN)

LTD., Clients will tender to the Company, or its escrow agent as designate

by the Company, payment in U.S. Dollars, made to the order of BioPhan

Technologies Inc., or in such other form as may be acceptable to the

Company. Payment shall not be deemed completed until the money is

transferred to BioPhan's designated bank account.

6 Rule 144 Restriction Statement; Upon acceptance by BioPhan Technologies

Inc., of a fully completed subscription agreement, BioPhan Technologies

Inc., will undertake to issue a "Statement" "In Letter Format attached to

the Share Certificate" that will advise BELLADOR (LABUAN) LTD., Clients

that the shares purchased will become freely tradable after the elapse of

the fifteen month hold restriction period in compliance with Rule 144.

7 Share Certificates; BioPhan Technologies Inc., will provide share

certificates issued through a registered Stock Transfer Agent to BELLADOR

(LABUAN) LTD., Clients and to BELLADOR (LABUAN) LTD., within two weeks of

funds being received by the Company.

Very truly yours,

BioPhan Technologies Inc.

/s/Michael L. Weiner


Michael L. Weiner

President and CEO

Accepted and Agreed to:

Bellador (Labuan) Ltd.

/s/Peter Taylor /s/James Kirby

___________________________ ___________________________

Peter Taylor James Kirby

Director Director

Bellador and China Wireless

REGULATION S STOCK PURCHASE AGREEMENT, dated as of October 22, 2003 between

CHINA WIRELESS COMMUNICATIONS, INC., a Nevada corporation having offices at 1746

Cole Boulevard, Suite 225, Golden, CO 80401-3210 (the "Company"), and Bellador

Advisory Services (Labuan) Ltd. a Malaysian international business company

licensed as a fund manager in Labuan, the registered address of which is 6th

Floor, West Block, Wisma Selangor Dredging, Jalan Ampang, 50450 Kuala Lumpor,

Malaysia the investment advisor of its clients (sometimes referred to as

"Purchasers' Advisor") who shall be purchasers of the securities.



1.1. THE SHARES. The Company agrees to issue and sell to the

clients of Purchasers' Advisor in an offshore transaction negotiated outside the

U.S. and to be consummated and closed outside the U.S. and, in consideration of

and in express reliance upon the representations, warranties, covenants, terms

and conditions of this Agreement, the Purchasers' Advisor agrees to recommend

that its clients evaluate the opportunity to purchase from the Company shares

(the "Shares") of the Company's Common Stock. The Company shall be paid 50% of

the bid price of the Company's shares of Common Stock as quoted on the OTC

Bulletin Board (the "OTCBB") (or on such other United States stock exchange or

public trading market on which the shares of the Company trade if, at the time

of purchase, they are not trading on the OTCBB) immediately preceding the date

(the "Call Date") the purchase order (the "Purchase Notice") is received by the

Company (the "Purchase Price"). Subject to the rights of each party to terminate

this agreement as provided in Section 1.5 below, Purchasers' Advisor agrees to

make a good faith effort to provide ,500,000 of net funding to Company on or

before the end of July 2004 according to the following schedule: Purchaser shall

make a good faith effort to provide (1) 0,000 of net proceeds to Company by

the end of November 2003; (2) 0,000 of net proceeds to Company by December

31, 2004 and (3) 0,000 or more of net proceeds every 30 days to Company

beginning January 15, 2004, until the funds that Purchasers' Advisor has agreed

to raise have been delivered to Company.

Bellador Group boiler room of Kuala Lumpur,Dubai,etc.:

Charles Schwab and Share-Money Laundering

Stanford University, C.Heeschen, J.Cooke, penny stock fraud money laundering

Agora Inc., Bill Bonner , Porter Stansberry , Jim Davidson and fraud

Ralph Lambiase,NASAA : James Dale Davidson invented 'anti-naked shorting' scam

Did Judge Ken Reilly and Houston attorney John O'Quinn aid terrorists ?

Houston attorneys John O'Quinn,Wes Christian aid massive penny stock fraud

Will Houston's McConnell & Jones LLP cover up EVSC fraud as Charles Schwab did or resign ?

James J. Angel,Georgetown University,lap dancers and cyber fraud mafia

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