Authorization Agreement
Exhibit
10.4
The
Authorization Agreement, dated as of July 12, 2006, is between Kun Ming Xxx Xxxx
Xxxx Pharmacies Ltd, a China operation and its shareholder Xx Xxxx Xxxxx
Xxxx.
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1.
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DEFINITIONS
AND REFERENCES TERMS. In addition to any other terms defined herein, the
following terms shall have the meaning set forth with respect
thereto:
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A.
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AUTHORIZER:
Kun Ming Xxx Xxxx Xxxx Pharmacies
Ltd
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B.
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AUTHORIZER
ADDRESS.
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No.504,
West
Ren Min Road,,
Kunming
City,
Yunnan
Province
The
People’s Republic of China,
Post
Code: 650106
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C.
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AUTHORIZEE.
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Xx
Xxxx Xxxxx Xxxx
The
Authorization Agreement described in section 2 hereof.
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2.
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Kun
Ming Xxx Xxxx Xxxx Pharmacies Ltd (“XYT”) hereby authorizes Xx. Xxxx Xxxxx
Xxxx to collect certain trade receivables on behalf of XYT, while XYT
conducts business in China, whereas also Xx Xxxx has the obligation to
settle certain trade payables to suppliers, expenses, purchases of XYT by
using the cash collected from the trade
receivables.
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3.
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RATIONALE.
Rationale of Authorization Agreement as
follows:
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A.
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In
order to make use of Xx. Xxxx’x client base and social network to promote
sales.
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B.
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Direct
cash payment made by Xx. Xxxx to suppliers for expenses, purchases of XYT
avoids transaction costs and helps to obtain discounts and favorable
prices.
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C.
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Cash
payment to trade receivables of XYT collected by Xx. Xxxx should promote
liquidity position and reduce cash flow
problems.
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4.
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REPRESENTATION
AND WARRANTIES. Authorizee hereby represents and warrants to Kunming Xxx
Xxxx Tang Pharmacies Ltd as
follows:
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A.
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AUTHORITY
AND COMPLIANCE. Authorizee is authorized to collect certain trade
receivables and use the payment collected to settle certain trade
payables, expenses on behalf of Kunming Xxx Xxxx Xxxx Pharmacies Ltd.
Authorizee is not allowed to collect any payment to trade receivables on
behalf of other parties.
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B.
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BINDING
AGREEMENT. This Authorization Agreement executed by Authorizee constitute
valid and legally binding obligation of Authorizee, enforceable in their
terms.
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C.
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LITIGATION.
There is no proceeding involving Authorizee pending or, to the knowledge
of Authorizer, threatened before any court or governmental
authority.
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5.
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OWNERSHIP
OF ASSETS. Authorizer has a good title to the cash collected by Authorizee
from trade receivables of Kun Ming Xxx Xxxx Xxxx Pharmacies
Ltd.
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6.
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REMEDIES
UPON DEFAULT. If a default or an event of default shall occur, then the
Kun Ming Xxx Xxxx Xxxx Pharmacies Ltd shall have all rights, powers and
remedies available under each of the Authorization Agreement as well as
all rights and remedies available at law or in
equity.
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7.
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FEE
ARRANGEMENT. Kun Ming Xxx Xxxx Xxxx Pharmacies Ltd does not charge Xx.
Xxxx any fee for temporary possession of cash collected from the trade
receivables. This Authorization Agreement does not cause any fee for the
authorizer and authorize.
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8.
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PERIOD
AND TERMINATION. This agreement validates from the date of signing on the
agreement until the date of termination agreed by Kun Ming Xxx Xxxx Xxxx
Pharmacies Ltd and Xx. Xxxx. Kun Ming Xxx Xxxx Xxxx Pharmacies Ltd has the
privilege right to terminate the agreement in due course. On termination,
Xx. Xxxx will be obliged to return all the payment collected from the
trade receivables on behalf of Kun Ming Xxx Xxxx Xxxx Pharmacies Ltd at
the date as required by Kun Ming Xxx Xxxx Xxxx Pharmacies
Ltd.
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9.
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POWER
OF INTERPRETATION. Kun Ming Xxx Xxxx Xxxx Pharmacies Ltd has the power of
interpretation to the Agreement.
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10.
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REVISIONARY
RIGHT. Kun Ming Xxx Xxxx Xxxx Pharmacies Ltd has the right to revise the
terms of Agreement in due course.
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AUTHORIZEE: Xx
Xxxx Xxxxx Xxxx
ATHORIZER:
Xx Xxxx Xxxx on behalf of
the Board Kunming Xxx Xxxx Xxxx Pharmacies Ltd
Witnessed:
Date:
July 12, 2006
