Agreement on Debt Transfer and Offset
Exhibit
10.39
Agreement
on Debt Transfer and Offset
Party A: Tianyuan
Capital Development Co., Ltd.
Party B: Tianshi
International Holdings Group Co., Ltd.
Party C: Tianjin
Tianshi Biological Engineering Co., Ltd.
Party A,
Party B and Party C enter into this Agreement on December 31, 2009, which shall
be observed by all parties of this Agreement.
Whereas,
Party A is a creditor of Party B and Party B is a creditor of Party C. After
consultation, Party A, Party B and Party C agree the provisions as
follows:
1. Party
C pays off the loan payable of USD3,283,468.66 (principal of USD3,202,742 and
USD80,726.66 is the interest) to Party A in place of Party B;
2. Party
B writes off the debt of Party C with the same amount;
3. Party
A, Party B and Party C shall perform this Agreement, including writing proper
receipts on December 31, 2009.
4. This
Agreement is effective as of the date first written above and is signed by three
parties for confirmation.
Party A: Tianyuan
Capital Development Co., Ltd.
Legal
Representative: Xxxxxxx Xx
Signature: /s/ Xxxxxxx
Xx
Party B: Tianshi
international Holdings Group Co., Ltd.
Legal
Representative: Xxxxxxx Xx
Signature:/s/ Xxxxxxx
Xx
Party C: Tianjin
Tianshi Biological Engineering Co.,
Ltd.
Legal
Representative: Xxxxxxx Xx
Signature:/s/ Xxxxxxx
Xx
