EXHIBIT 2.5
TERMINATION AGREEMENT
This TERMINATION AGREEMENT ("Agreement") effective this 8th day of April 2002,
relates to a Rescission and Restructuring Agreement dated February 13, 2002, by
and among Jupiter Enterprises, Inc. ("JPEN"), Beijing MingHe-Han Science and
Technology Co., Ltd. ("MHST"), and the undersigned shareholders of MHST
("Shareholders," each a "Shareholder").
RECITALS
WHEREAS, JPEN, MHST and the Shareholders were parties to a Plan of
Reorganization dated November 28, 2001 (the "Reorganization Agreement").
WHEREAS, the parties agreed to rescind the Reorganization Agreement and to
restructure the transaction pursuant to a Rescission and Restructuring Agreement
dated February 13, 2002.
WHEREAS, the parties have mutually agreed to terminate in full the Rescission
and Restructuring Agreement.
NOW, THEREFORE, in consideration of the promises and agreements set forth
herein, the parties, each intending to be legally bound hereby, do promise and
agree as follows:
1. TERM AND CONDITIONS.
1.1 All shares of common stock of JPEN that were issued to the
Shareholders pursuant to the Reorganization Agreement (an aggregate of 30
million post-split shares) shall be cancelled and returned to treasury of JPEN.
1.2 The resignation of the former officer and directors of JPEN, and
the appointment of the current officers and directors of JPEN, as set forth in
the Reorganization Agreement, shall not be affected.
1.3 Except as may be expressly set forth in this Agreement, both the
Reorganization Agreement and the Rescission and Restructuring Agreement are
hereby terminated, and each shall be unwound to the fullest extent possible and
shall be deemed void in their entirety.
1.4. Except with respect to the obligations created by, acknowledged or
arising out of this Agreement, the parties hereby for themselves and their
respective legal successors, assigns, and affiliates, release and discharge each
other and their own respective legal successors, assigns, and affiliates release
and discharge each other and their own and the other's agents, employees and
attorneys from any and all claims whether now known or unknown, which either now
has, or at any time heretofore ever had, against the other, based upon or
arising out or in connection with the matters referenced in the Reorganization
Agreement, the Rescission and Restructuring Agreement, or this Agreement, or any
other matter, cause, or anything whatsoever, from the beginning of the world to
the date of this Agreement.
2. NOTICES. Any notice required to be given pursuant to this Agreement shall be
in writing and mailed by express mail courier to the addresses set forth below:
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JPEN: MHST and Shareholders:
00 Xxx xx Xxxxxxxx, XX0000 0xx Xxxxx, Xx. 0 Xxxxxx Xxxx Xxxx
Xxxxxx, Xxxxxxxxxxx Xxxxxxxx Xxxxxxxx, Xxxxxxx, X.X.X. 000000
3. GOVERNING LAW AND JURISDICTION. The parties agree that this Agreement and the
transactions contemplated hereby shall be construed and enforced in accordance
with the laws of the Peoples' Republic of China, and that any action or
proceeding that may be brought arising out of, in connection with or by reason
of this Agreement shall be brought only in a court of competent jurisdiction
within the city of Beijing, China.. Each of the parties hereto hereby submits,
unconditionally and irrevocably, to the jurisdiction to the aforesaid courts for
the purpose of any such lawsuits, agree to accept service of process by express
mail courier, and hereby waive any jurisdictional or venue defenses otherwise
available to it.
4. AGREEMENT BINDING ON SUCCESSORS. The provisions of the Agreement shall be
binding on and shall inure to the benefit of the parties hereto, and their legal
representatives, administrators, successors, and heirs.
5. WAIVER. No waiver by either party of any default shall be deemed as a waiver
of prior or subsequent default of the same or other provisions of this
Agreement.
6. UNDERTAKING AND FURTHER ASSURANCES. Each party to this Agreement shall
perform any and all acts and execute and deliver any and all documents as may be
necessary and proper under the circumstances in order to accomplish the intents
and purposes of this Agreement and to carry out its provisions.
7. INTERPRETATION AND FAIR CONSTRUCTION OF AGREEMENT. This Agreement has been
reviewed and approved by each of the parties. In the event it should be
determined that any provision of this Agreement is uncertain or ambiguous, the
language in all parts of this Agreement shall be in all cases construed as a
whole according to its fair meaning and not strictly construed for nor against
either party.
8. SEVERABILITY. If any term, clause, or provision hereof is held invalid or
unenforceable by a court of competent jurisdiction, such invalidity shall not
affect the validity or operation of any other term, clause, or provision and
such invalid term, clause, or provision shall be deemed to be severed from the
Agreement.
9. MODIFICATION. This Agreement shall not be modified or amended except in
writing signed by the parties hereto and specifically referring to this
Agreement.
10. COSTS AND ATTORNEYS' FEES. If any party hereto shall bring any suit,
arbitration or other action against another for relief, declaratory or
otherwise, arising out of this Agreement, the substantially prevailing party
shall have and recover against the other party, in addition to all costs and
disbursements, such sum as the court or arbiter may determine to be a reasonable
attorney's fee.
11. WAIVER OF BREACH. The failure of any party hereto to insist upon strict
performance of any of the covenants and agreements herein contained, or to
exercise any option or right herein conferred, in any one or more instances,
shall not be construed to be a waiver or
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relinquishment of any such option or right, or of any other covenants or
agreements, but the same shall be and remain in full force and effect.
12. ENTIRE AGREEMENT. This Agreement contains the entire agreement and
understanding of the parties with respect to the entire subject matter hereof,
and there are no representations, inducements, promises or agreements, oral or
otherwise, not embodied herein. Any and all prior discussions, negotiations,
commitments and understandings relating thereto are merged herein. There are no
conditions precedent to the effectiveness of this Agreement other than as stated
herein, and there are no related collateral agreements existing between the
parties that are not referenced herein.
13. EXPENSES. All costs and expenses incurred by either party in negotiating
this Agreement or in consummating the transactions contemplated hereby, except
as provided herein, shall be paid by the party incurring such expenses.
14. HEADINGS. The section headings in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or interpretation
of this Agreement.
15. COUNTERPARTS AND FACSIMILE SIGNATURES. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one and the same
instrument. Execution and delivery of this Agreement by exchange of facsimile
copies bearing the facsimile signature of a party hereto shall constitute a
valid and binding execution and delivery of this Agreement by such party. Such
facsimile copies shall constitute enforceable original documents.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby,
have each signed this Agreement effective on the date first set forth above.
JUPITER ENTERPRISES, INC.
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Xxxxxxx X.X. Xxxxxx, President
BEIJING MINGHE-HAN SCIENCE AND TECHNOLOGY CO., LTD.
(a/k/a Beijing XxxxXx Xxxxxx Science and Technology Co., Ltd.)
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Yin Mingshan, Vice Chairman
MHST SHAREHOLDERS:
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Yin Xxxxxxxx
XXX FAMILY TRUST
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Xxxxxxxxx Xxxx, Trustee
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