EXHIBIT 10.2
AGREEMENT FOR MANUFACTURING AND DISTRIBUTION
AND
AGREEMENT IN PRINCIPAL TO ACQUIRE BUSINESS ENTITIES
Agreement entered into this 7th day of October, 2002 by and between 37Point9, a
U.S. Corporation chartered in the state of Nevada ("Corporation"), and the two
following business entities: Guangzhou Lin Bi ("Lin Bi") Company and Xxxx Xxxx
Medical Equipment Company ("Xxxx Xxxx"), both of which companies (collectively,
"Companies") are chartered under the laws of the People's Republic of China. The
effective date hereof shall be the 7th day of October, 2002.
BACKGROUND
WHEREAS, Corporation is a U.S. public corporation in good standing interested in
entering into Agreements in China for distribution and manufacture of medical
and healthcare products consistent with its business objectives, and
WHEREAS, Corporation is interested in acquiring business assets in China, and
Lin Bi and Xxx Xxxx are businesses that are in a position to consider mergers,
acquisitions or business arrangements of any suitable vehicle, and
WHEREAS, Lin Bi is a company engaged in the business of distributing a wide
range of medical equipment and healthcare products, and Xxx Xxxx is a company
engaged in researching, engineering, developing and manufacturing a range of
healthcare products,
NOW THEREFORE, the parties agree as follows:
1. Corporation will tender, to Xx. Xxx Yuan, Executive Director of Companies or
his designee(s), one million free-trading shares of the common stock of the
Corporation, to be registered within a reasonable period of time. Said shares
shall be advanced in the interim by Xxxxx X. Xxxxxx, pending further agreement,
with the Corporation to reimburse him at an appropriate future time.
2. Companies will, as of the effective date hereof, for a period of 5 years,
incorporate and invest with all right, title, and interest owned by Lin Bi in
and to all of the distribution licenses and manufacturing licenses tendered to
it by Corporation or any Subsidiary of Corporation.
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3. Companies irrevocably grant to Corporation, as of the effective date hereof,
for a period of 5 years, exclusively, the right to sell in North America any and
all products owned, licensed, or controlled by Companies.
4. All parties hereto have agreed in principle that Corporation and Companies
shall move mutually to conclude, on or before December 31, 2002, or upon receipt
by Corporation of the certified audits, negotiations for Corporation to acquire
such interests in Lin Bi and Xxxx Xxxx as are consistent with mutual business
plans and objectives, at book value as officially reported on a certified audit
by Xxxxxxx Xx & Co., accountants.
5. Sales commissions, license manufacturing profit margins and personal
compensation packages for appropriate personnel will be worked out upon receipt
by Corporation of the certified audits of Lin Bi and Xxxx Xxxx.
6. The foregoing Background clauses (the "WHEREAS") are incorporated into this
Agreement by this reference.
Execution:
Corporation: 37Point9:
By: /s/ Xxxx X. Rolls, Jr. Dated: Oct. 7, 2002
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Xxxx X. Rolls, Jr., Vice-President
Companies: Lin Bi and Xxxx Xxxx:
By: /s/ Xie Yuan Dated: Oct. 6, 2002
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Xx. Xxx Yuan, Executive Director
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