EXHIBIT 10.1
COMPENSATION AGREEMENT
This Agreement is dated this 15th day of June, 2000.
BETWEEN
XXXXXXXXXXXXX.XXX, LIMITED, a company incorporated under the laws of
Hong Kong Special Administrative Region ("Hong Kong"), the People's
Republic of China ("PRC") (the "Company")
AND
SNET COMMUNICATIONS (HK) LIMITED, a company incorporated under the laws
of Hong Kong, PRC ("SNet")
WHEREAS SNet has provided various services to the Company, including introducing
the Company to various business opportunities and transactions, and the Company
wishes to compensate SNet for such services rendered.
IN CONSIDERATION OF mutual promises and other valuable considerations, the
receipt and sufficiency of which are hereby recognised, the Parties agree as
follows:
1. For the past services rendered by SNet for the Company and future
services to be rendered by SNet to the Company that are agreed to be by
Parties, some of which are more specifically described below, the
Company agrees to compensate SNet in accordance with the following
terms and conditions:
(1) Upon any public offering or listing of shares, spin-off or
acquisition by reverse merger of any subsidiaries of the
Company or its parent company, Premier Brands, Inc. (together
with any successors in interest, the "Parent"), SNet will have
the right to acquire from such subsidiary on the same terms
10.0% of the shares so listed, offered to the public, spun off
or acquired; provided that this shall not apply to public
listings or offerings of shares subject to employer plans for
the benefit of employees, consultants, directors, officers or
other similarly situated persons;
(2) Upon the successful completion of the acquisition by the
Company of WebShanghai, the Company will pay US $650,000 to
SNet for its role in the acquistion;
(3) Upon the formal establishment of a sino-foreign joint venture
company (the "JV"), which was contemplated by a co-operation
agreement entered into in May 2000 among the Company, Sichuan
Guo Xun Xin Xi Chan Ye You Xxxx Xxxx Si, TorchNet Co. Ltd.,
and Capital Culture Company (the "Co-operation
Agreement"), the Company will pay SNet US $700,000 and cause
the Parent to issue SNet 500,000 shares;
(4) Upon the completion of the entertainment websites to be owned
by the JV in accordance with the Cooperation Agreement, the
Company will cause the Parent to issue to SNet 250,000 shares;
(5) Upon the JV obtaining necessary to operate the talkshow
programs in accordance with the Co-operation Agreement, the
Company will cause the Parent to issue 250,000 shares to SNet.
2. This Agreement is governed by and construed in accordance with the laws
of Hong Kong and the Parties hereby submit to the non-exclusive
jurisdictions of the courts in Hong Kong.
3. Any provisions hereof held by a competent court or arbitration tribunal
to be invalid or illegal shall not affect the validity of other
provisions hereof which shall remain intact and legally binding. The
Parties shall continue to implement such other provisions.
4. This Agreement shall be binding on and enure to the benefits of heirs,
executors, administrators, successors and assigns of the Parties
hereto.
Executed by the Parties at the place and on the date first above mentioned.
XxxxxxXxxxxxx.xxx, LIMITED
Per: /s/ Xxxxx Xxx (corporate seal)
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SNET COMMUNICATIONS (HK) LIMITED
Per: /s/ Xxxxx Xxxx (corporate seal)
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