0000950123-04-014774 Sample Contracts

VOTING AGREEMENT
Voting Agreement • December 14th, 2004 • Novel Denim Holdings LTD • Apparel & other finishd prods of fabrics & similar matl • Virgin Islands

VOTING AGREEMENT, dated as of December 13, 2004 (this “Agreement”) among Novel Denim Holdings Limited, a British Virgin Islands international business company (the “Company”), NDH Acquisition Limited, a British Virgin Islands international business company (“NDHA”) and the members of the Company whose names appear on the signature pages of this Agreement (each a “Member” and collectively the “Members”).

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AGREEMENT AND PLAN OF MERGER
Merger Agreement • December 14th, 2004 • Novel Denim Holdings LTD • Apparel & other finishd prods of fabrics & similar matl • Virgin Islands

AGREEMENT AND PLAN OF MERGER, dated as of December 13, 2004 (the “Agreement”), by and among NOVEL DENIM HOLDINGS LIMITED, a British Virgin Islands international business company (the “Company”), NDH ACQUISITION LIMITED, a British Virgin Islands international business company and a direct wholly-owned subsidiary of the Company (“NDHA”), NOVEL APPAREL (BVI) LIMITED, a British Virgin Islands international business company and member of the Company (“Apparel”), and NOVEL HOLDINGS (BVI) LIMITED, a British Virgin Islands international business company and beneficial owner of 80% of the outstanding shares of Apparel(“Holdings”) .

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