AGREEMENT
Exhibit
10.1
This
AGREEMENT made as of April 9th,
2008 by
and among Tianshi Investment Group., Ltd., a company formed under the laws
of
The British Virgin Islands (“Investment”), Tianshi International Holdings Group
Limited, a company formed under the laws of The British Virgin Islands
(“Holdings”), Tianjin Tianshi Biological Development Co., Ltd., a Sino-Foreign
joint venture formed under the laws of the People’s Republic of China
(“Biological”), and Tianjin Tianshi Biological Engineering Co., Ltd, a
Chinese-funded enterprise formed under the laws of the People’s Republic of
China (“Engineering”).
WITNESSETH:
WHEREAS,
Holdings owns 80% of Biological and 100% of Tianjin Tianshi Life Resources
Co.,
Ltd., a wholly foreign-owned enterprise formed under the laws of the People’s
Republic of China (“Life Resources”); and
WHEREAS,
Holdings is owed dividends from Biological and Biological is owed monies from
Engineering for products Biological has sold to Engineering.
NOW,
THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties, intending to be legally bound, agree as
follows:
|
1.
|
Investment
shall pay Nine Hundred Thousand Dollars ($900,000) to Holdings, and
Holdings shall use such monies to increase its capital contribution
in
Life Resources.
|
|
2.
|
Biological
agrees to cancel Nine Hundred Thousand Dollars ($900,000) of accounts
receivable owed to it by
Engineering.
|
|
3.
|
Holdings
aggress to waive payment of a dividend owed to it by Biological in
the
amount of Nine Hundred Thousand Dollars
($900,000).
|
|
4.
|
Engineering
agrees to pay back Nine Hundred Thousand Dollars ($900,000) to
Investment.
|
Exhibit
10.1
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day
and year first above written.
TIANSHI
INTERNATIONAL INVESTMENT GROUP CO., LTD
| By: | /s/ Xxxxxxx Xx |
Name:
Xxxxxxx Xx
Title:
President
TIANSHI
INTERNATIONAL HOLDINGS GROUP LIMITED.
| By: | /s/ Xxxxxxx Xx |
Name:
Xxxxxxx Xx
Title:
President
TIANJIN
TIANSHI BIOLOGICAL DEVELOPMENT CO., LTD.
| By: | /s/ Xxxxx Xx |
Name:
Xxxxx Xx
Title:
Statutory Representative
TIANJIN
TIANSHI BIOLOGICAL ENGINEERING CO., LTD
| By: | /s/ Xxxxx Xx |
Name:
Xxxxx Xx
Title:
Statutory Representative
