Exhibit 10.14
TERM LOAN AGREEMENT
This Term Loan agreement (this "Agreement") is made this 24th day of March, 2005
by and between
Tianyuan Capital Development Company Limited (hereinafter referred to as the
"Lender"), a company incorporated and registered in British Virgin Islands or
B.V.I.;
And
Tianshi International Holding Corp., (hereinafter referred to as the
"Borrower"), a company incorporated and registered in British Virgin Islands or
B.V.I.;
WHEREAS the Borrower wishes to borrow and the Lender agrees to lend the fund of
US$300,000; and
THEREFOR the parties have hereby agreed as follows:
ARTICLE 1 TERM LOAN
The Lender agrees on the terms and conditions hereinafter set forth, to make a
loan to the Borrower on date this Agreement in the amount of U.S. dollar three
hundred thousand (US$300,000) (hereinafter referred to as the "Loan") only.
ARTICLE 2 INTEREST
The parties agree that the Borrower shall not pay any interest to the Lender due
to the short term of the loan for only three months.
ARTICLE 3 TERM AND REPAYMENT
The term of this Agreement is three months, commencing on March 25, 2005 and
expiring on June 25, 2005.
The Borrower shall repay the total Loan of US$300,000 in lawful money of the
United States on or before June 25, 2005 without interest.
ARTICLE 4 USE OF PROCEEDS
The proceeds of the Loan hereunder shall be used for daily operational expenses
of the Borrower.
ARTICLE 5 LEGALLY ENFORCEABLE AGREEMENT
This Agreement is legal, valid and binding obligations of the Borrower in
accordance with its terms and conditions hereof except to the extent that such
enforcement may be limited by applicable bankruptcy or insolvency.
ARTICLE 6 COMPLIANCE WITH LAWS
The Borrower will comply in all respects with all applicable laws, rules,
regulations, and orders, such compliance to include, without limitations, paying
before the same become delinquent all taxes, assessments, and governmental
charges imposed upon it or upon its property.
ARTICLE 7 RIGHT OF INSPECTION
At any reasonable time and from time to time, the Borrower will permit the
Lender or any agent or representative of the Lender to examine and make copies
of and abstracts from the records and books of account of, and visit the
properties of the Borrower, and to discuss the affairs, finance, and accounts of
the Borrower.
ARTICLE 8 NOTICE OF DEFAULTS AND EVENTS OF DEFAULT
As soon as possible and in any event within five days after the occurrence of
each default or event of default the Borrower shall give the Lender a written
notice setting forth the details of such default or event of default and the
action of remedy is proposed to be taken by the Borrower.
ARTICLE 9 SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and inure to the benefit of the Borrower
and the Lender and their respective successors and assigns, except that the
Borrower may not assign or transfer any of its rights under this Agreement
without the prior written consent of the Lender.
ARTICLE 10 GOVERNING LAW
This Agreement shall be governed by, and construed in accordance with, the laws
of the People's Republic of China.
ARTICLE 11 DISPUTE RESOLUTION
The Parties shall settle all disputes arising from the interpretation,
performance, dissolution or termination of this Agreement or in connection with
this Agreement through friendly consultation
In case no settlement can be reached, either party shall have the right to
submit the dispute to China International Economic and Trade Arbitration
Commission for arbitration, which shall be conducted at Beijing in accordance
with the Commission's arbitration rules in effect at the time of applying for
arbitration. The arbitral award is final and binding upon both parties. In the
course of settling disputes, the Contract shall be continuously executed by both
parties except for the part, which is under arbitration.
ARTICLE 12 SEVERABILITY OF PROVISIONS
In the case where any of the provisions of this Agreement is construed by a
court with competent jurisdiction unenforceable or invalid, the unenforceability
or invalidity is only to apply to the relevant provisions and shall not affect
the remainder of this Agreement. This Agreement shall continue to be binding
upon the parties as if without the provision in question.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their respective officers thereto duly authorized, as of the date first written
above.
TIANSHI INTERNATIONAL HOLDINGS GROUP LTD.
By /s/ Li Jinyuan
------------------------------
[Name] Li, Jinyuan
[Title] President
XXXX XXXX CAPITAL DEVELOPMENT CO. LTD.
By /s/ Xxx Xxxx
------------------------------
[Name] Xxx Xxxx
[Title] Vice President