Dated 23 March 2004 POLY TECHNOLOGIES, INC. and ITALIAN MOTORS (SALES & SERVICE) LTD and FERRARI S.p.A EQUITY JOINT VENTURE CONTRACT relating to the establishment of Ferrari Maserati Cars International Trading (Shanghai) Co., Ltd.Equity Joint Venture Contract • September 8th, 2006 • Xact Aid Inc • Pharmaceutical preparations
Poly Technologies, Inc., a limited liability company incorporated under the laws of the PRC with its registered office at 11/F Poly Plaza, 14 Dongzhimen Nandajie, Dongcheng District, Beijing, PRC (“Poly Technologies”) and whose legal representative is Mr Chen Hong Sheng (Chairman of the board whose nationality is Chinese);
CONVERSION AGREEMENTConversion Agreement • September 8th, 2006 • Xact Aid Inc • Pharmaceutical preparations
This Conversion Agreement is dated as of July 26, 2006 (the “Conversion Agreement”) by and among the persons listed on the signature page hereto (each a “Lender” and collectively, the “Lenders”), on the one hand, and XACT AID, Inc., a Nevada corporation (the “Company”), on the other hand. The Lenders and the Company are collectively referred to herein as the “Parties.” This Conversion Agreement is made with reference to the following:
Dated 18 July 2006 POLY TECHNOLOGIES, INC. and FERRARI S.p.A. and ITALIAN MOTORS (SALES & SERVICE) LTD and CTF LUXURY GOODS (CHINA) LIMITED SIDE AGREEMENT relating to Amended and Restated Equity Joint Venture Contract in respect of Ferrari Maserati...Side Agreement • September 8th, 2006 • Xact Aid Inc • Pharmaceutical preparations
Dated 15 July 2006 XACT AID, INC. and HAPPY EMERALD LIMITEDConsultancy Services Agreement • September 8th, 2006 • Xact Aid Inc • Pharmaceutical preparations • Hong Kong
WHEREAS the Company wishes the Consultant to provide certain services to the Group (as hereinafter defined) in connection with its business operations and the Consultant is willing to provide such services in accordance with the terms and conditions set out herein.
DEED OF INDEMNITYXact Aid Inc • September 8th, 2006 • Pharmaceutical preparations
CONVERSION AGREEMENTConversion Agreement • September 8th, 2006 • Xact Aid Inc • Pharmaceutical preparations
This Conversion Agreement (the “Agreement”) is made and entered into as of this day of September 5, 2006, by and between Xact Aid, Inc., a Nevada corporation, (the “Company”) and Edward Withrow III, (the “Holder”) the Holder and the Company are collectively referred to herein as the “Parties.” This Conversion Agreement is made with reference to the following:
Re: Letter of Variation to “Import and Distribution Agreement” dated January 1, 1992.Import and Distribution Agreement • September 8th, 2006 • Xact Aid Inc • Pharmaceutical preparations
WHEREAS - a continuous Agreement, the “Import and Distribution Agreement” dated January 1, 1992, exists between FERRARI and ITALIAN MOTORS, for the territory of Hong Kong and Macau;
Dated 4 November 2004 AUTO ITALIA LIMITED And FERRARI MASERATI CARS INTERNATIONAL TRADING (SHANGHAI) CO, LTD. SERVICES AGREEMENTServices Agreement • September 8th, 2006 • Xact Aid Inc • Pharmaceutical preparations
Italian Motors (Sales and Service) LTDImport Agreement • September 8th, 2006 • Xact Aid Inc • Pharmaceutical preparations
We herewith confirm our understanding that, as from the Effective Date (as hereinafter defined), the territory of the People’s Republic of China shall no longer be a territory for which the provisions of the Agreement apply. Italian Motors shall therefore, as from the Effective Date (as hereinafter defined), no longer be entitled to import and/or distribute Contract Products (as defined in the Agreement) in the territory of the People’s Republic of China based on the Agreement or otherwise.
MASERATI IMPORT AND DISTRIBUTION AGREEMENT Between MASERATI and AUTO ITALIA Limited dated as of lst January, 1996 for the Territory of HONG KONG, MACAU and The GUANGDONG Province of the PEOPLE’s REPUBLIC OF CHINA, including its special ECONOMIC ZONESImport and Distribution Agreement • September 8th, 2006 • Xact Aid Inc • Pharmaceutical preparations
DATED THE 31ST DAY OF MARCH 1993Shareholders’ Agreement • September 8th, 2006 • Xact Aid Inc • Pharmaceutical preparations • Hong Kong
Happyland Company Limited whose registered office is situate at First Floor - B, 46 Bonham Strand, Hong Kong and which is a company limited by shares incorporated in Hong Kong (together the “Existing Shareholders”); and
IMPORT AGREEMENT ITALIAN MOTORS (Service & Sales) Hong Kong 01.01.1992 — 31.12.1992Import and Distribution Agreement • September 8th, 2006 • Xact Aid Inc • Pharmaceutical preparations
the resale and delivery of CONTRACT AUTOMOBILES to end users, the warranty, non—warranty and free service on Ferrari passenger cars and the resale of FERRARI ORIGINAL PARTS, through the RETAIL NETWORK,
Dated: 30 December 2005 ITALIAN MOTORS (SALES & SERVICE) LTD and FERRARI S.p.A. EQUITY INTEREST TRANSFER AGREEMENT in respect of Ferrari Maserati Cars International Trading (Shanghai) Co., Ltd.Equity Interest Transfer Agreement • September 8th, 2006 • Xact Aid Inc • Pharmaceutical preparations
Unless expressly provided otherwise or the context otherwise requires, the terms in bold text in the Chinese version of this Agreement, and the terms with capitalised initials in the English version of this Agreement have the meanings ascribed to them in Part A of Schedule 1.
Re: Importship Agreement (the ¡§AGREEMENT¡¨) dated as of January 1st 1996 between Auto Italia Limited (“Auto Italia”) and Maserati S.p.A. (“Maserati”)Xact Aid Inc • September 8th, 2006 • Pharmaceutical preparations
This letter is issued in duplicate, if you agree with and consent to the terms of this letter, please sign the originals and we’ll then return one of the originals to you.
Dated: 30 December 2005 ITALIAN MOTORS (SALES & SERVICE) LTD and FERRARI S.p.A. SIDE AGREEMENT in respect of Transfer of Equity Interest in Ferrari Maserati Cars International Trading (Shanghai) Co., Ltd.Side Agreement • September 8th, 2006 • Xact Aid Inc • Pharmaceutical preparations
SERVICE AGREEMENTService Agreement • September 8th, 2006 • Xact Aid Inc • Pharmaceutical preparations • Hong Kong
