Exhibit 10.1
THIS AGREEMENT made the April 9, 2006 by and among Score One, Inc., a Nevada
corporation (hereinafter the "Party A"), RC Capital Limited, a Hong Kong
corporation and 100% owned by Score One, Inc. (hereinafter the "Party B"),
Dalian Fengming International Recreation Town Co., Limited, a company
established in the People's Republic of China (hereinafter the "Party C") and
Ms. Hoi-xx Xxx, the CEO of Party A (hereinafter "Party D", together with Party
C, collectively as "Vendors").
WHEREAS the Vendors own 1,000,000 square meters of an undeveloped land in
Fengming City, Dalian, the People's Republic of China ("China") known as Dalian
Fengming International Recreation Town Phase II (hereinafter the "Recreation
Town");
WHEREAS the Vendors confirms that the current open market value of the
Recreation Town is approximately XXX 000 xxxxxxx (xxxxxxxxxxxxx US$75,000,000).
Recreation Town is a piece of undeveloped land located in a peninsula in Dalian,
China. Recreation Town was part of a large resort project originally planned to
be developed by Party C in 1992 which was never started due to lack of financing
for development. There were never any operations conducted with Recreation Town;
and
WHEREAS the Parties have entered into discussions and agreed the following
regarding the beneficial interests in the Recreation Town. The Parties also
agreed that in case the context of this Agreement will contravene the relevant
laws and regulations in China, the Parties will amend or revise this Agreement
or enter into further supplemental agreement(s) according to the spirit of this
Agreement.
NOW, THEREFORE, the Parties agree as follows:
1. The Vendors shall sell to Party B the Recreation Town in exchange for
28,000,000 shares of common stock of Score One, Inc., par value $0.001 per
share (the "Consideration Shares") to be issued on or before July 31, 2006
(the "Closing Date").
2. Such Consideration Shares shall be issued to the Vendors as to 10,000,000
shares to Party C and as to 18,000,000 shares to Party D upon the issuance
of proper legal title documents of the Recreation Town in the name of Party
B by the relevant government authorities in China.
3. The Vendors contemplates the expenditure of substantial time and money in
connection with the preparation and negotiation of the land use rights
transfer documents. Accordingly, before the Closing Date, Party A shall not
directly or indirectly, issue any new shares of its common stock without
the prior written consent from the both Parties C and D.
4. This Agreement shall be governed and construed in accordance with the Laws
of Nevada and the parties hereby submit the non-exclusive jurisdiction of
the Courts of Nevada.
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IN WITNESS WHEREOF, this Agreement has been executed as of the day and year
first above written.
By: /s/ Hoi-xx Xxx
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Ms. Hoi-xx Xxx CEO, for and on behalf of Score One, Inc.
By: /s/ Lai Xxxx Xxx
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Xx. Xxx Xxxx Xxx Director, for and on behalf of RC Capital Limited
By: /s/ Tian-xx Xxxx
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Xx. Xxxx-xx Xxxx
Authorized Representative, for and on behalf of
Dalian Fengming International Recreation Town Co., Limited
By: /s/ Hoi-xx Xxx
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Ms. Hoi-xx Xxx
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