Exhibit 10.1
CHINA DIRECT TRADING CORPORATION
June 18, 2004
Xxxxxx Xxxxxx, CEO & President
China Direct Trading Corp.
00000 Xxxxxx Xxxxx #000
Xxxxx, Xxxxxxx 00000
Binding Letter Agreement
China Direct Trading Company (CHDT), a Florida Corporation, and
Magnet World Inc. (MWI), a Florida Corporation Magnet World Ltd (MWLtd), a Hong
Kong Corporation and Xxxxx Xxxxxx, the sole shareholder of MWI and MWLtd., agree
as follows:
1. At the closing of the acquisition contemplated herein ("Closing"), CHDT
agrees to acquire all of the issued and outstanding shares of capital stock of
MWI and MWLtd pursuant to which, among other things, MWI and MW Ltd will each
become a wholly-owned subsidiary of CHDT.
2. Upon the execution of this Agreement, CHDT will be responsible for all
The usual and customary business and operating expenses incurred in the
connection with the proposed acquisition, including attorney's fees,
accountants, and any other expenses involved in the transaction
3. The closing of the acquisition contemplated herein shall be at Noon,
local Miami time, on July 21, 2004, and will be conducted at CHDT's principal
executive offices at 00000 Xxxxxx Xxxxx, #000, Xxxxx, Xxxxxxx 00000. Prior to
the Closing, the parties hereto will enter into a written agreement containing
the usual and customary representations and warranties, specific obligations of
the parties pending the Closing and conditions precedent to Closing. The
purchase price for all of the issued and outstanding shares of capital stock of
MWI and MWLtd. shall be: 5,000 shares of CHDT preferred stock (which converts
into 5,000,000 shares of CHDT common stock) and $250,000 cash - all payable at
Closing; provided, however, that if the closing bid price of CHDT common stock
(as quoted on xxx.xxxxx.xxx) is 25 cents or more per share on the date
immediately preceding the date of Closing, then the number of shares of CHDT
preferred stock to be issued hereunder at the Closing shall be adjusted downward
so that the dollar value of the underlying CHDT common stock issuable upon
conversion (as calculated as of the date immediately preceding the date of the
Closing) is not more than $500,000 market value of the underlying shares of CHDT
Common Stock as of the Closing. . Said valuation does not modify the restriction
on conversion of the CHDT preferred stock.
The shares of CHDT common stock shall also be restricted securities under Rule
144 of the common stock issued upon conversion of the preferred stock are also
"restricted securities" under Rule 144 of the Securities Act of 1933, as
amended.
All said consideration shall be payable at the Closing. The CHDT shares of
preferred stock (Series A Redeemable Preferred Stock, $0.10 par value) are
restricted securities (as defined in Rule 144 under the Securities Act of 1933,
as amended) and may not be resold, disposed or transferred, or pledged,
encumbered or hypothecated without being registered under the Securities Act of
1933, as amended, or without qualifying for an exemption from such registration
and receiving an opinion letter from legal counsel opining that an exemption
from such registration.
4. CHDT agrees to negotiate with the principal of MWI and MWLtd regarding
a three year employment contract containing the customary representations
regarding compensation and benefits, which employment agreement will be signed
at the Closing.
5. The representatives of CHDT and MWI and MWLtd, respectively, are to be
permitted to make a full and complete investigation of the business, properties,
customers, financial statements and books and records of CHDT and MWI and MWLtd,
respectively, for a period of twenty (20) days from the signing of this Binding
Letter of Intent
6. During the period from the date that this letter agreement is signed to
Closing, CHDT and MWI / MWLtd respectively will operate in the ordinary course
of business and both companies will use their best efforts to preserve their
business's and relationships with it's employees, customers, distributors, and
suppliers
7. Without the prior approval of the other party to this letter, no party
will hereafter make any announcement of the transactions contemplated hereby,
until and unless this letter agreement is executed by both parties
8. This letter agreement sets forth the basic terms of the acquisition of
MWI and MWI Ltd. By CHDT. Absent a material breach by one party of this letter
agreement, or a party discovering a fact or issue that would, in the mind of a
reasonable businessman operating under the same or similar conditions warrant a
termination of this letter agreement because said fact or issue adversely and
materially impacts on the value of the transaction contemplated herein or
materially decreases the value of MWI or MWLtd, or CHDT securities to be issued
for the acquisition of MWI and MWLtd. hereunder. Otherwise, the parties intend
this letter agreement to be a legally binding agreement and intend to consummate
the acquisition of MWI and MWI Ltd. under this letter agreement at the Closing.
9. The acquisition contemplated herein shall be expressly subject to
compliance with all applicable laws and regulations. This Agreement shall be
governed and construed in accordance with the laws of the State of Florida. The
parties will sign any additional instruments and documents and take all
reasonably necessary actions to consummate the acquisition contemplated herein.
AGREED AND ACCEPTED AS OF THE DATE OF THIS LETTER AGREEMENT:
Magnet World, Inc. Magnet World Ltd
By: ________________________________ By:_________________________________
Xxxxx Xxxxxx Xxxxx Xxxxxx
President Managing Director
Xxxxx Xxxxxx
____________________________________
Signature
Date: ________________
China Direct Trading Corporation
By:_________________________________
Xxxxxx Xxxxxx, CEO & President
Date: June 21, 2004
