Franklin Towers Enterprises, Inc.
Xxxxxxxx
Xxxxxx Enterprises, Inc.
0
Xxx Xxxxx
Xxxxxx
Xxxxxxxxx, Xxx Xxxxxxxxx 00000
November
26, 2007
Zhengzhong
Silkworm Industrial Development Co.
Xx.
0
Xxxx Xxxx
Xxxxxx
Xxxxxxxx
Xxxxxxxxx,
Xxxxx
Re:
Letter
of Intent
Gentlemen:
This
Letter of Intent (this “Agreement”) shall set forth our mutual agreement
regarding a transaction (the “Transaction”) whereby Xxxxxxxx Xxxxxx Enterprises,
Inc. or a wholly-owned subsidiary (the “Buyer”) shall acquire certain assets
from Zhengzhong Silkworm Industrial Development Co. (the “Seller”), including
without limitation, fixed assets, real estate holdings, intellectual property
and a long term lease of approximately 15,000 acres of mulberry farms consisting
of over 120,000,000 mulberry trees, in
consideration for a purchase price to be mutually agreed upon after the Buyer
has completed its due diligence investigation of the Seller and its
assets.
The
assets shall be delivered to the Buyer free and clear of any liens and
encumbrances.
The
closing of
the
transactions contemplated by this Agreement 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 shall use their best efforts to achieve
same.
In
consideration hereof, the Seller shall not, directly or indirectly, through
any
director, officer, member, manager, employee, agent, creditor, representative
or
otherwise (and each of said parties shall use reasonable efforts to insure
such
persons shall not directly or indirectly) (i) solicit, initiate or encourage
the
submission of inquiries, proposals or offers from any person or entity relating
to (x) any business combination with respect to Seller or the business or assets
of Seller; or (y) the sale of any of the assets and/or securities of Seller
(an
"Alternative Transaction"), (ii) enter into or participate in any
negotiations, or initiate any discussions or continue any discussions initiated
by others, regarding any Alternative Transaction, or furnish to any other person
or entity any information with respect to the assets or business of Seller
or
its business for the purposes of pursuing a possible Alternative Transaction
with any other party, or (iii) otherwise participate in, assist, facilitate
or
encourage any effort or attempt by any other person or entity to do any of
the
foregoing. Seller shall promptly notify the Buyer of any proposal or inquiry
made to it or any of its directors, officers, members, managers, creditors,
employees, agents, representatives, or otherwise with respect to any of the
foregoing.
Except
as
required by applicable law, neither party shall disclose nor permit its
officers, representatives, agents or employees to discuss the existence or
terms
of this Agreement to any third party without the prior written consent of the
other party.
The
Seller shall enable the officers, independent certified public accountants,
counsel, bankers and other representatives of the Buyer access to its
properties, books, records, personnel, business and other commercial
relationships, and will fully cooperate in order that the Buyer may have full
opportunity to make such investigation as it reasonably desires to make of
the
Seller and its business.
If
the
foregoing accurately sets forth our agreement, please execute where indicated
below and return a fully executed copy of this Agreement to our attention,
whereupon this Agreement shall become a valid and binding agreement between
us.
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XXXXXXXX
XXXXXX ENTERPRISES, INC.
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By:
/s/ Xxxxx
Fan
|
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Name: Xxxxx
Fan
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Title:
President and Chief Executive Officer
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AGREED
AND ACCEPTED:
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Zhengzhong
Silkworm Industrial Development Co.
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By:
/s/ Xxxxx
Xxxxxxxx
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Name: Xxxxx
Xxxxxxxx
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Title: Chief Executive Officer
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