LETTER AGREEMENT
Exhibit
10
LETTER
AGREEMENT
THIS
LETTER AGREEMENT (the “Agreement”), is made this 1st day
of
April 2006, by Dark Dynamite, Inc. (“DDYI”), a Nevada corporation and
Diversified Holdings X, Inc. ("DHX"),
a Nevada
corporation
This
Agreement sets forth the terms and conditions upon which DDYI has agreed to
sell
its ownership of Black Chandelier, Inc. to DHX.
TERMS
| 1. |
DDYI
confirms that it currently has 100% ownership of the shares of stock
issued and outstanding of Black Chandelier
Inc
|
| 2. |
DHX
will tender a cash purchase price of $100
in
exchange for all outstanding shares of Black Chandelier,
Inc. held by DDYI.
|
| 3. |
The
above purchase and issuance will give
DHX a 'controlling interest' in Black Chandelier,
Inc.
|
| 4. |
DDYI
will prepare and file, if necessary, any required Securities and Exchange
Commission ("SEC") filings, including Forms 8-K to report on the closing
of this transaction.
|
| 5. |
DDYI
will eliminate all known or potential liabilities of Black Chandelier
to
DDYI
as of the closing date.
This
will include, but is not limited to, any inter-company accounts payable
and accrued expenses, as well as any liabilities shown on its last
quarterly report filed with the Securities and Exchange Commission
prior
to the Closing.
|
| 6. |
Black
Chandelier will retain the obligation for all liabilities to third
parties
and will hold all rights to receivables as of the date hereof, the
parties
expressly agree that all liabilities and receivables between the DDYI
and
Black Chandelier are extinguished by the parties through this agreement
and Black Chandelier hereby release DDYI from any third party liabilities
arising out of Black Chandelier’s operations. DHX will assume any
liabilities that may arise after closing.
|
| 7. |
Controlling
law - this LOI shall be construed under the laws of
Utah.
|
| 8. |
This
Agreement is binding and enforceable by both
parties.
|
IN
WITNESS WHEREOF, the parties have executed this Agreement on the date first
above written.
Dark
Dynamite, Inc. ("DDYI")
/s/
Xxxx Xxx
Xxxx
Xxx,
President,
Diversified
Holding X, Inc.
/s/
Xxxxxxx Xxxxxx
Xxxxxxx
Xxxxxx, President
Acknowledged
and approved without objection
Shanxi
Kai Da Lv You Gu Wen You Xxxx Xxxx Si ("Kai
Da")
/s/
Ke, Xxxx Xxx
Ke,
Xxxx
Xxx
Chief
Executive Officer
