Good Grains International, Inc.

South Africa

GOOD GRAINS INTERNATIONAL INC.

SOUTH AFRICA

MISSION STATEMENT AND LETTER OF INTENT

03 January, 2002

To all who may be concerned:

MISSION STATEMENT

FAITH (Feed Africa Internally Through Help) formulated by President and CEO Charles Burton describes a dream inspired by a plaque given to him by his mother Catherine Burton, a minister at their local church, stating that "FAITH works miracles".

Good Grains International Inc. South Africa is a company built on this dream, a mission to feed the people of Africa, to facilitate, sustain and improve living conditions through housing projects, and contribute to education through international exchange programs.

LETTER OF INTENT

We stand at the gate of a golden opportunity. In the past, soybeans have been marketed as the only competitive grain to developing countries, particularly Africa. Soybeans are currently a $500 Billion dollar a year business. However, during production, the soybean must be heated to 180°F (82°C) in order to boil out poisonous alkaloids. Consequently, the protein content is damaged at this high temperature.

Sweet White Lupin does not require this processing as the geneticist have removed these alkaloids that were present in the past. As no high temperature is required, all nutrients are retained and can be eaten right from the stalk. Sweet White Lupin is higher in fiber and protein and has no cholesterol. Further, it out yields the soybean by 100%, making it a highly desirable and competitive alternative to soy. In addition, the shell hull is 87% dietary fiber and it has 10 of the major amino acids. [more on Sweet White Lupin characteristics]

Our responses have been phenomenal, especially with South Africa and Nigeria. The Nigerian and Johannesburg Stock exchanges are prepared to do whatever it takes to get our company, Good Grains International Inc. South Africa listed.

President General Olusegun Obasanjo of Nigeria has taken a personal interest to the point that he invited us to his inauguration to discuss the cultivation of Lupin beans and the multiplication process for flour, oil, pasta and other derivative products of Sweet White Lupin, all being staple food in Africa. Unfortunately we could not make the Inauguration but I'm sure the President will still meet on the Agriculture project, as agricultural cultivation and development are Nigeria's new top priority.

We met with the Japanese and they use soybean oil because it's cheaper than corn oil. Lupin oil is cheaper than soybean oil. We must multiply our beans to tap that market. Lupin can become one of Africa's major export crops in the 21st Century.

We're doing what the soybean people did approximately 50 years ago and look where they are now. Africa is waiting for this project-for the next millennium. She will feed herself and she will be free. Grain is going to be the barter of the future. You cannot eat diamonds, gold or oil. We seek capital for planting and feasibility study, 10% of profits will be returned to each farmer from "his" production of Lupin.

I pray that you see this light.

Peace, Love and Light,

CHARLES BURTON
CEO, President


Contact:: General Information: info@goodgrains.com