Business Development Solutions, Inc. Sample Contracts

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BETWEEN
Stock Purchase Agreement • August 12th, 2004 • Amco Transport Holdings Inc • Blank checks • New York
BETWEEN
Stock Purchase Agreement • November 23rd, 2004 • Amco Transport Holdings Inc • Blank checks • New York
AMENDED AND RESTATED INTELLECTUAL PROPERTY ASSIGNMENT AND LICENSE AGREEMENT
Intellectual Property Assignment and License Agreement • August 4th, 2009 • Business Development Solutions, Inc. • Blank checks

This Amended and Restated Intellectual Property Assignment and License Agreement (this “Agreement”) is entered into on this 1st day of August, 2009 by and among Suzhou EZTripMart Business Services Co., Ltd., a wholly foreign-owned enterprise established in the People’s Republic of China (“China” or “PRC) with its registered office at Suite 201, 1 Venture House, Modern Industrial Square Phase II, 333 Xing Pu Road, Suzhou Industrial Park, Suzhou, China (“EZT” or “Grantor”); and Shanghai EZTripMart Travel Agency Co., Ltd., a limited liability company incorporated in the PRC with its registered office at 13/F, 200 Taicang Road, Shanghai, China (“Company” or “Grantee”) (Each of EZT and Company is herein referred to as a “Party” and collective as the “Parties”).

BUSINESS DEVELOPMENT SOLUTIONS, INC.
Stock Option Agreement • August 14th, 2009 • Business Development Solutions, Inc. • Blank checks • Delaware

Unless otherwise defined herein, the terms in this Stock Option Agreement (the “Option Agreement”) have the same meanings as defined in the Business Development Solutions, Inc. 2009 Equity Incentive Plan (the “Plan”).

TECHNICAL AND MANAGEMENT CONSULTING SERVICES AGREEMENT
Technical and Management Consulting Services Agreement • March 30th, 2009 • Business Development Solutions, Inc. • Blank checks

This Technical and Management Consulting Services Agreement (the “Agreement”) is entered into on this 27th day of March, 2009 by and among Suzhou EZTripMart Business Services Co., Ltd., a wholly foreign-owned enterprise established in the People’s Republic of China (“China”) with its registered office at Suite 201, 1 Venture House, Modern Industrial Square Phase II, 333 Xing Pu Road, Suzhou Industrial Park, Suzhou, China (“EZT”); and Shanghai EZTripMart Travel Agency Co., Ltd., a limited liability company incorporated in the People’s Republic of China (“China” or “PRC”) with its registered office at 13/F, Taicang Road, Shanghai, China (the “Company”); and Shanghai Junli Air Service Co., Ltd., a limited liability company incorporated in China with its registered office at Suite 503, 394-8 Yan’an Road West, Shanghai, China and the sole shareholder of the Company (“Junli”). (Each of EZT, the Company and Junli is herein referred to as a “Party” and collective as the “Parties”).

EQUITY PLEDGE AGREEMENT by and among SHANGHAI JUNLI AIR SERVICE CO., LTD. SUZHOU EZTRIPMART BUSINESS SERVICES CO., LTD. and SHANGHAI EZTRIPMART TRAVEL AGENCY CO., LTD. Dated as of March 27, 2009
Equity Pledge Agreement • March 30th, 2009 • Business Development Solutions, Inc. • Blank checks

The Parties hereto entered into an Option Agreement dated as of March 27, 2009 (the “Option Agreement”), pursuant to which Pledgor shall, upon Pledgee’s request and to the extent permitted by PRC law, transfer or cause the Company to transfer to Pledgee and/or any other entity or person it shall designate all or part of the equity interests in the Company owned by Pledgor or all or part of the Company’s assets.

English Translation) Contract Project Name: JUNLI-PORTAL
Contract • March 30th, 2009 • Business Development Solutions, Inc. • Blank checks

Suzhou Journey World Commercial Service Co., Ltd. (“Party A”) and Excelerate Technology (China) Ltd. (“Party B”) entered into this contract in respect of JUNLI-PORTAL (the “Project”). To clarify the rights and obligations of the parties and to promote the cooperation between the parties, pursuant to provisions of Contract Law of the People’s Republic of China, the parties hereby agree as follows:

PROXY AGREEMENT
Proxy Agreement • March 30th, 2009 • Business Development Solutions, Inc. • Blank checks

This Proxy Agreement (the "Agreement") is entered into on this 27th day of March, 2009 by and among Suzhou EZTripMart Business Services Co., Ltd., a wholly foreign-owned enterprise established in the People's Republic of China ("China" or "PRC") with its registered office at Suite 201, 1 Venture House, Modern Industrial Square Phase II, 333 Xing Pu Road, Suzhou Industrial Park, Suzhou, China ("EZT"); Shanghai EZTripMart Travel Agency Co., Ltd., a limited liability company incorporated in China with its registered office at 13/F, Taicang Road, Shanghai, China (the "Company"); and Shanghai Junli Air Service Co., Ltd., a limited liability company incorporated in China with its registered office at Suite 503, 394-8 Yan'an Road West, Shanghai, China and the sole shareholder of the Company ("Junli"). (Each of EZT, the Company and Junli is herein referred to as a "Party" and collective as the "Parties").

MANAGEMENT CONSULTING SERVICES AGREEMENT
Management Consulting Services Agreement • August 4th, 2009 • Business Development Solutions, Inc. • Blank checks

This Management Consulting Services Agreement (the “Agreement”) is entered into on this 1st day of August, 2009 by and among Suzhou EZTripMart Business Services Co., Ltd., a wholly foreign-owned enterprise established in the People’s Republic of China (“China” or “PRC”) with its registered office at Suite 201, 1 Venture House, Modern Industrial Square Phase II, 333 Xing Pu Road, Suzhou Industrial Park, Suzhou, China (“EZT”); and Shanghai Junli Air Service Co., Ltd., a limited liability company incorporated in China with its registered office at Suite 503, 394-8 Yan’an Road West, Shanghai, China (“Junli”). (Each of EZT and Junli is herein referred to as a “Party” and collective as the “Parties”).

BUSINESS DEVELOPMENT SOLUTIONS, INC. DIRECTOR AGREEMENT
Director Agreement • March 30th, 2009 • Business Development Solutions, Inc. • Blank checks • Delaware

THIS AGREEMENT (The “Agreement”) is made as of the _____ day of ________, 2009, by and between Business Development Solutions, Inc., a Delaware corporation (“BDS” and together with any of its current or future subsidiaries, affiliates, successors or assigns, the “Company”), and __________________ (hereinafter referred to as the “Director”).

BUSINESS DEVELOPMENT SOLUTIONS, INC.
Stock Appreciation Rights Agreement • August 14th, 2009 • Business Development Solutions, Inc. • Blank checks • Delaware

Unless otherwise defined herein, the terms in this Stock Appreciation Rights Agreement (the “SAR Agreement”) have the same meanings as defined in the Business Development Solutions, Inc. 2009 Equity Incentive Plan (the “Plan”).

OPTION AGREEMENT
Option Agreement • March 30th, 2009 • Business Development Solutions, Inc. • Blank checks

This Option Agreement (the “Option Agreement”) is entered into on March 27, 2009, by and between Suzhou EZTripMart Business Services Co., Ltd., a wholly foreign-owned enterprise established in the People’s Republic of China (“China” or “PRC”) with its registered office at Suite 201, 1 Venture House, Modern Industrial Square Phase II, 333 Xing Pu Road, Suzhou Industrial Park, Suzhou (“EZT”); Shanghai EZTripMart Travel Agency Co., Ltd., a limited liability company incorporated in the PRC with its registered office at 13/F, 200 Taicang Road, Shanghai, China (the “Company”); and Shanghai Junli Air Service Co., Ltd., a limited liability company incorporated in China with its registered office at Suite 503, 394-8 Yan’an Road West, Shanghai, China and the sole shareholder of the Company (“Junli”). (Each of EZT, the Company and Junli is herein referred to as a “Party” and collective as the “Parties”).

AMENDMENT NUMBER 2 TO PROMISSORY NOTE
Promissory Note • November 16th, 2009 • Business Development Solutions, Inc. • Blank checks • New York

AMENDMENT NUMBER 2 TO PROMISSORY NOTE, dated as of November 16, 2009 (this "Amendment"), between SHU KEUNG CHUI, a citizen of Hong Kong ("Payee"), and BUSINESS DEVELOPMENT SOLUTIONS, INC., a Delaware corporation (the "Company") (formerly known as AMCO TRANSPORT HOLDINGS, INC. ("AMCO")).

TECHNICAL SERVICES AGREEMENT
Technical Services Agreement • August 4th, 2009 • Business Development Solutions, Inc. • Blank checks

This Technical Services Agreement (the “Agreement”) is entered into on this 1st day of August, 2009 by and among Shanghai EZTripMart Travel Agency Co., Ltd., a limited liability company incorporated in the People’s Republic of China (“China” or “PRC”) with its registered office at 13/F, 200 Taicang Road, Shanghai, China (“SHEZT”); and Shanghai Junli Air Service Co., Ltd., a limited liability company incorporated in China with its registered office at Suite 503, 394-8 Yan’an Road West, Shanghai, China (“Junli”). (Each of SHEZT and Junli is herein referred to as a “Party” and collective as the “Parties”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 30th, 2009 • Business Development Solutions, Inc. • Blank checks • Delaware

This Employment Agreement ("Agreement") is made and entered into as of __________, 2009, by and between Business Development Solutions, Inc., a Delaware company (the "Company"), and __________________ (the "Executive"), a ____________ citizen with passport No. __________.

SHARE EXCHANGE AGREEMENT by and among BUSINESS DEVELOPMENT SOLUTIONS, INC. TRIPMART HOLDING LIMITED and THE SHAREHOLDERS OF TRIPMART HOLDING LIMITED NAMED HEREIN Dated as of March 30, 2009
Share Exchange Agreement • March 30th, 2009 • Business Development Solutions, Inc. • Blank checks • Delaware

This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of March 30, 2009, is by and among Business Development Solutions, Inc., a Delaware corporation (“BDS”), TripMart Holding Limited, a British Virgin Islands company (“TripMart”), and the shareholders of TripMart identified on Annex A hereto (each, a “Shareholder” and together the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.” Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Annex B hereto.

English Translation) Agreement on Use of the International Fare Management System
Agreement on Use of the International Fare Management System • March 30th, 2009 • Business Development Solutions, Inc. • Blank checks

Based on principles of mutual benefits and through friendly negotiations, the parties hereby agree as follows on the use by Party B of International Ticket Auto Calculating System (“ITACS”) developed by Party A:

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