A0B Biotech Inc
Exhibit
10.1
A0B
Biotech Inc
000
X
Xxxxx Xxxxx Xxx #000,
Xxxxxxx, Xx 00000
Tel:
000-000-0000;
Fax:
000-000-0000;
xxx.xxxxxxxxxx.xxx
I. Parties
This
agreement is entered into as of June 19 2005 between AOB Biotech Inc. ("AOB"),
a
California
corporation, with a principal place of business at 000 Xxxxx Xxxxx Xxxxx Xxxxxx,
Xxxxx
000,
Xxxxxxx, Xxxxxxxxxx 00000, and SuperMax USA, Inc. ("SuperMax"), a Japanese
corporation located at Xx. 0000-0 Xxxxxxxx, Xxxxxxx-xxxx, Xxxxx
Xxxxx.
II.
Recitals
AOB
markets and sells a series of patented herbal and nutritional supplement
products and formula
bearing the brand name A0B Biotech ("AOB Biotech Products"). SuperMax desires
to
purchase
AOB Biotech Products from AOB in accordance with the terms as herein set
forth,
III.
Terms and
Conditions of Purchase
1. SuperMax
will purchase the following service from AOB at the price as
specified:
Services
Description and Total
Health
Restore formula consulting service at $200,000.00
OPC-Complex
formula consulting service at $300,000.00
Total:
$500,000.00
2. Upon
signing of this agreement, SuperMax shall make total payment of $500,000 as
one
time payment towards the total purchase price by wire transferring said sum
to
the following bank account of AOB:
Account
Name: AOB Biotech Inc.
Account
Number: 0000-000-00000
Bank
Name: East West Bank
Bank
Address: 000 Xxxxxxxxxx Xx., Xxx Xxxxxx, XX 00000
Bank
SWIFT Code: XXXXXX00XXX
3. SuperMax
shall pay AOB by no later than October 31, 2005.
4. The
payment terms and shipment schedules are as follows:
Formula
First Delivery:
AOB
shall
deliver the first formula upon receiving the wiring for Health
Restore.
Formula
Second Delivery:
AOB
shall
deliver the second formula of 0PC-Complex on or before February,
2007.
5. In
the
event SuperMax breached any of its payment obligations for any delivery, AOB
shall withhold the formula. In case of AOB's application damages SuperMax,
SuperMax shall not hold any liability to AOB in any way prejudice its right
to
full recourse under the law to xxx for all damages caused by AOB's
formula.
IV.
General Provisions
1. This
agreement is governed by the laws of the State of California, and the
jurisdiction for resolving any and all disputes arising hereunder rests
with the Superior Court of the State of California.
The
parties
hereto further agree that the venue for any legal action shall be the courthouse
of the Central District of the County of Los Angeles, located at 000 Xxxxx
Xxxx
Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000.
2. This
agreement supersedes any and all prior and contemporaneous discussion and
agreements between the parties hereto.
3. This
agreement is the sole written instrument reflecting all agreements
between
the parties
hereto on the subject matter stated herein. This agreement shall not be changed
or modified without the written consent of all parties hereto.
4. There
shall be no waiver or estoppel of any party's right to demand full performance
under this agreement unless the waiver and estoppel be stated in writing and
signed by the party against whom the defense is to be asserted.
5. This
agreement may be signed in counterparts and a facsimile signature may be deemed
the same as the original.
/s/
Xxxxxx Xxxx
Xxxxxx
Xxxx
Chief
Executive Officer
SuperMax
USA, Inc.
/s/
Xxxxxx Xxxxxxx
Xxxxxx
Xxxxxxx
President
