AGREEMENT
Dated September , 1997
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The parties to this agreement are Asia Electronics Holding Co. Inc.
(the "Company"), a British Virgin Islands company, and Xianyang Pianzhuan Group
Corporation ("Pianzhuan Group"). Unless the context otherwise requires, all
references to the Company shall be deemed to include the Company and its
subsidiaries, including, for these purposes, Yantai Daewoo Electronic Components
Co., Ltd. and Xianyang Dnon Tech Special Electro Technique Co., Ltd.
The parties agree as follows:
1. Exclusive Sales and Marketing Agent
Pianzhuan Group shall act as the Company's exclusive sales and
marketing agent for deflection yokes manufactured by the Company for sale in the
People's Republic of China. Pianzhuan Group shall not sell or otherwise dispose
of, for its own account or for the account of others, deflection yokes for CPTs
or CDTs other than deflection yokes manufactured by the Company; provided,
however, that Pianzhuan Group may sell 18" and 21" (narrow) deflection yokes
manufactured by Xianyang Pianzhuan Co., Ltd.
2. Certain Payments. The Company shall, and shall cause each of
its subsidiaries to, pay all its currently outstanding liabilities and
obligations to Pianzhuan Group as promptly as practicable (and, in any event,
prior to October 1, 1997), and thereafter shall, and shall cause each of its
subsidiaries to, pay all liabilities and obligations to Pianzhuan Group during
the term of this agreement, within 30 days after receiving an invoice therefor.
Pianzhuan Group shall pay all its currently outstanding liabilities
and obligations to the Company as promptly as practicable (and, in any event,
prior to September 1, 1997), and thereafter shall pay all liabilities and
obligations to the Company during the term of this agreement, within 30 days
after receiving an invoice therefor.
3. Services. Pianzhuan Group has provided sales and marketing,
research and development, administration and other services to the Company. At
the Company's request, Pianzhuan Group shall continue to provide such services
at cost, as determined in accordance with past practice.
4. Acknowledgment. Pianzhuan Group hereby acknowledges and agrees
it does not have any right, under any agreement in effect on the date of this
Agreement or otherwise, to cause the Company to take, or refrain from taking,
any action, other than as expressly provided in this agreement.
5. Term. The provisions of Sections 1, 2 and 3 shall terminate on
the tenth anniversary of this agreement; provided, however, that the Company may
terminate this agreement at any time upon 60 days notice to Pianzhuan Group.
6. Miscellaneous
(a) This agreement shall be governed by and construed in
accordance with the law of the state of New York applicable to agreements made
and to be performed wholly in the State of New York. Each of the Company and
Pianzhuan agrees that any suit, action or proceeding (a "Proceeding") brought
against it arising out of or based upon this agreement may be instituted in any
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state or federal court in the Borough of Manhattan, The City of New York, and
waives any objection it may now or hereafter have to the laying of venue of any
such Proceeding, and irrevocably submit to the non-exclusive jurisdiction of
such courts in any such Proceeding.
(b) All notices and other communications under this agreement
shall be in writing and may be given by any of the following methods: (i)
personal delivery; (ii) facsimile transmission; (iii) registered or certified
mail, postage prepaid, return receipt requested; or (iv) overnight delivery
service. Notices shall be sent to the appropriate party at its address or
facsimile number given below (or at such other address or facsimile number for
that party as shall be specified by notice given under this section (b)):
if to the Company, to it at:
00 Xxxx Xxxxxxx Xxxx
Xxxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx'x Xxxxxxxx of China
Telephone: (x00) 0000000000
Facsimile: (x00) 0000000000
if to Pianzhuan Group, to it at:
00 Xxxx Xxxxxxx Xxxx
Xxxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx'x Xxxxxxxx of China
Telephone: (x00) 0000000000
Facsimile: (x00) 0000000000
All such notices and communications shall be deemed received upon (i) actual
receipt by the addressee, (ii) actual delivery to the appropriate address or
(iii) in the case of a facsimile
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transmission, upon transmission by the sender and issuance by the transmitting
machine of a confirmation slip confirming the number of pages constituting the
notice have been transmitted without error. In the case of notices sent by
facsimile transmission, the sender shall contemporaneously mail a copy of the
notice to the addressee at the address provided for above. However, such mailing
shall in no way alter the time at which the facsimile notice is deemed received.
(c) This agreement may be executed in counterparts, each of which
shall be considered an original, and both of which together shall constitute the
same instrument.
(d) The parties acknowledge that the remedy at law for breach of
this agreement may be inadequate and that, in addition to any other remedy a
party may have for a breach of this agreement, that party may be entitled to an
injunction restraining any such breach or threatened breach, or a decree of
specific performance, without posting any bond or security. The remedy provided
in this section 6(d) is in addition to, and not in lieu of, any other rights or
remedies a party may have.
(e) If any provision of this agreement is invalid or
unenforceable, the balance of this agreement shall remain in effect, and, if any
provision is inapplicable to any person or circumstance, it shall nevertheless
remain applicable to all other persons and circumstances.
(f) This agreement contains a complete statement of all the
arrangements between the parties with respect to its subject matter, supersedes
all existing agreements between them with respect to that subject matter, may
not be changed or terminated orally and any amendment or modification must be in
writing and signed by the party to be charged.
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ASIA ELECTRONICS HOLDING CO. INC.
By:______________________________
XIANYANG PIANZHUAN GROUP CORPORATION
By:______________________________
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