Rockwall, Texas 75087
0000
X.
Xxxxxxxxxx 00
Xxxxxxxx,
Xxxxx 00000
September
13, 2006
Mr.
Xxxxxxx Xxxxx
0000
X.
Xxxxxxxxxx 00
Xxxxxxxx,
XX 00000
Re: S.
E.
Asia Trading Company, Inc.’s Line of Credit and Building Lease
Dear.
Xx.
Xxxxx:
This
letter agreement (this “Letter Agreement”) shall confirm our understanding with
respect to certain matters in connection with S.E. Asia Trading Company, Inc.’s
(the “Company”) Revolving Credit Arrangement with Xxxx Management, LLC (“Xxxx”)
dated January 28, 2004 (“Revolving Credit”) and Building Lease with Dynacap
Holdings Limited LLC (“Dynacap”) dated November 10, 2004 (“Building Lease”). As
a material condition to the Company’s performance under the Share Exchange
Agreement by and among the shareholders of Lotus Pharmaceutical International,
Inc., a Nevada corporation on the one hand, and the Company, Xxxxxx Xxxxxx,
Xxxx
X. Xxxxxx, and Xxxxx Xxxxxx on the other hand, dated September 6, 2006 (the
“Share Exchange”), you, as President of Xxxx and Dynacap, have agreed to the
following:
| 1. |
Immediately
prior to the date of the close of the Share Exchange (“Closing Date”), the
Revolving Credit and Building Lease shall terminate and accordingly,
all
of the Company’s indebtedness or other obligations to Xxxx and Dynacap
thereunder shall be fully paid and discharged in consideration for
transfer of any and all inventory and fixed assets held by S.E. Asia
Trading Company, Inc. immediately prior to the Share Exchange (the
“Inventory”), as well as a cash payment of $9,000 to Dynacap.
Additionally, any and all other obligations of the Company, its officers,
directors, employees, and representatives to Xxxx and Dynacap shall
be
released and discharged in consideration for transfer of such Inventory
to
Xxxx and Dynacap immediately prior to the Share Exchange. Transfer
of the
Inventory shall be effected by delivery of a Xxxx of Sale substantially
in
the form set forth in Exhibit A below to Xxxx via facsimile to the
following facsimile number: (000) 000-0000.
|
| 2. |
The
parties shall execute and deliver all such further instruments and
documents and take all such other actions as may reasonably be required
to
carry out the transactions contemplated hereby and to evidence the
fulfillment of the agreements herein contained to the extent not
in
violation with the terms of the Share Exchange.
|
| 3. |
This
Letter Agreement may be executed in one or more counterparts, each
of
which shall be deemed an original, but all of which together constitute
one and the same instrument.
|
Please
acknowledge your agreement with the matters set forth herein by signing this
Letter Agreement in the space provided below.
Regards,
| By: /s/ Xxxxxx X. Xxxxxx | |||
|
Name:
Xxxxxx X. Xxxxxx
|
|||
|
Title:
President
|
ACCEPTED
AND AGREED:
| Dynacap Holdings Limited LLC | Xxxx Management, LLC | ||
| By: /s/ Xxxxxxx Xxxxx | By: /s/ Xxxxxxx Xxxxx | ||
|
Name:
Xxxxxxx Xxxxx
|
Name:
Xxxxxxx Xxxxx
|
||
|
Title:
Managing Member
|
Title:
Managing Member
|
EXHIBIT
A
XXXX
OF SALE
This
Xxxx of Sale
is
delivered pursuant to the terms of that certain Letter Agreement effective
as of
September __, 2006 (the “Agreement”), by and among Xxxx Management, LLC
(“Xxxx”), Dynacap Holdings Limited LLC (“Dynacap”), and S.E. Asia Trading
Company, Inc. (“Seller”) and upon the terms and subject to the conditions set
forth in the Agreement and this Xxxx of Sale. As of this date, Seller hereby
conveys, sells, transfers, assigns, and delivers to Xxxx and Dynacap, and Xxxx
and Dynacap shall purchase from Seller, all right, title, and interest of Seller
as of Closing in and to all the Seller’s Inventory immediately prior to the date
of the Share Exchange (as defined in the Agreement).
This
Xxxx
of Sale may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
TO
HAVE
AND TO HOLD the above described property unto Xxxx and Dynacap, its successors
and assigns, forever.
IN
WITNESS WHEREOF, the parties hereto have caused this Xxxx of Sale to be executed
on and as of the day and year first above written.
|
SELLER:
|
||
| |
|
|
| Date: September 26, 2006 | By: | /s/ Xxxxxx X. Xxxxxx |
|
|
Xxxxxx
X. Xxxxxx, President
|
|
