FRANKLIN TOWERS ENTERPRISES, INC.
XXXXXXXX
XXXXXX ENTERPRISES, INC.
0
Xxx
Xxxxx
Xxxxxx
Xxxxxxxxx, XX 00000
Telephone:
000-000-0000
December
28, 2007
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Xxxxx
Xxxxxxxx
Chief
Executive Officer
Zhengzhong
Silkworm Industrial Development Co.
Xx.
0
Xxxx Xxxx
Xxxxxx
Xxxxxxxx
Xxxxxxxxx,
Xxxxx
Re:
Zhengzhong Silkworm Industrial Development Co.
Dear
Mr.
Xinzhong:
Reference
is hereby made to Letter Agreement dated November 26, 2007 (the “Letter
Agreement”), between Xxxxxxxx Xxxxxx Enterprises, Inc., a Nevada corporation
(the “Company”) and Zhengzhong Silkworm Industrial Development Co., a limited
liability company organized under the laws of the People’s Republic of China
(“Zhengzhong”), pursuant to which the Company intends to acquire from Zhengzhong
certain assets, including, fixed assets, real estate holdings, intellectual
property and a long term lease of approximately 15,000 acres of mulberry farms
(the “Transaction”).
In
furtherance of the Transaction and simultaneously with the execution of this
letter, the Company hereby pays the sum of Four Hundred Ten Thousand Dollars
($410,000) to Zhengzhong as down payment on the purchase price of the assets
(the “Down Payment”). The remainder of the balance of the purchase price, which
is to be mutually agreed upon after the Company has completed its due diligence
investigation of the Zhengzhong and the assets, is due and payable on the
closing of
the
Transaction.
The
closing of the Transaction is subject to the completion of the due diligence
investigation of both parties, the execution and delivery of documentation
appropriate for the Transaction in form and substance mutually acceptable to
both parties, consents from the respective boards of directors of both companies
and any third parties and the delivery of audited financial statements of the
Seller in conformity with the rules and regulations of the Securities and
Exchange Commission. Subject to the forgoing, it is the intent of the parties
that definitive documentation with respect to the Transaction be executed and
delivered and the closing occur on such date to be mutually agreed upon by
the
parties. The parties agreed that the Down Payment is fully refundable if the
Transaction is not consummated.
If
the
foregoing accurately sets forth our agreement, please execute where indicated
below and return a fully executed copy of this letter to our attention,
whereupon this letter shall become a valid and binding agreement between
us.
XXXXXXXX
XXXXXX ENTERPRISES, INC.
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By:
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/s/
Xxxxx Fan
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Name:
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Xxxxx
Fan
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Title:
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Chief
Executive Officer
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AGREED
AND ACCEPTED
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Zhengzhong
Silkworm Industrial Development Co. Ltd.
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By:
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/s/
Xxxxx Xxxxxxxx
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Name:
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Xxxxx
Xxxxxxxx
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Title:
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Chief
Executive Officer
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