Agreement on Debt Transfer and Offset
EXHIBIT
10.2
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 June 30, 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 USD 1,170,816.62 (principal of USD1, 065,000 and
USD105, 816.62 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 June 30, 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: /s/ Xxxxxxx Xx
Party B: Tianshi
International Holdings Group Co., Ltd.
Legal
Representative: /s/ Xxxxxxx Xx
Party C: Tianjin Tianshi
Biological Engineering Co., Ltd.
Legal
Representative: /s/ Xxxxxxx Xx