Exhibit 10.1
The Agreement ("Agreement") is entered into March 11, 2006 by the following
parties:
Party A: Wu Ju Ying and Beijing Ruixing Shiji Investment Co., Ltd (the
shareholders of Beijing Broadcasting and Television Media Co., Ltd.)
Address: Room A2205, #26, Chaowai Road, Chaoyang District,
Beijing, 100020, China
Representative: Yang Wen Quan Nationality: Chinese
Party B: Navistar Communication Holding, LTD
Contact Address: 4001 S DECATUR BLVD, SUITE 37-218 LAS VEGAS NV 89103
Representative: Don Lee Nationality: U.S.A.
(1) Party A is the sole shareholder of Beijing Broadcasting and Television
Media Co., Ltd., legally registered limited liability companies
established according to the laws of the People's Republic of China
("China") laws, who authorizes its representative Yang Wen Quan to
represent Beijing Broadcasting and Television Media Co., Ltd. to sign
this Agreement; Party B is a legally registered limited liability
company registered in U.S.A.
(2) In Accordance with The Company Law of China, The Contract Law of China
as well as other prevailing laws and regulations, Part B decides to
take operation control of and make investment in Beijing Broadcasting
and Television Media Co., Ltd., and invest in Beijing Broadcasting and
Television Media Co., Ltd. directly or indirectly through one of Party
B's subsidiaries.
1. Representations and Warranties
1.1 The representations and warranties jointly made by the both parties
are listed as follows:
(1) The both parties have all the relevant legal rights and capacity
and are qualified for signing and implementation of this
Agreement, and at the same time, the signing and implementation
of this Agreement will not violate any or all the legal documents
such as regulations on the company regulation, contracts and
agreements which may impose certain restrictions on it.
(2) The both parties have already carried out all the required
actions or will do so, to obtain the consent, approval,
authorization and permit required by signing and implementation
of this Agreement.
(3) In keeping with the principles of reliability and creditability
and responsibility, both parties will make utmost efforts to work
in close cooperation to promote the smooth implementation of this
Agreement. The parties will follow the principles set forth
within this Agreement, and will not impede the implementation of
this Agreement.
The representations and warranties of Party A
1.2 The representations and warranties that Party A makes to Party B are
listed as follows:
(1) All the materials having been or to be provided by Party A are
authentic, complete, accurate with no misleading information.
(2) The registered capital of Beijing Broadcasting and Television
Media Co., Ltd. has been fully contributed; Beijing Broadcasting
and Television Media Co., Ltd. owns the legal ownership and use
rights of the total assets.
(3) Beijing Broadcasting and Television Media Co., Ltd. has obtained
necessary rights and permits, authorizations, approvals and
consent required for media content production and business
operation. The business scope of Beijing Broadcasting and
Television Media Co., Ltd. does not go beyond the operational
scope approved as well as the rules of its articles.
(4) Its financials statements as audited by its auditing firm
according to the US GAAP shall be true and correct and fairly
represent the operation results of Beijing Broadcasting and
Television Media Co., Ltd.
(5) Party A shall disclose all the mortgage of assets, sponsor and
related lawsuits and arbitration as well as administrative
penalties to which Party A is subject.
(6) Additional Representations and Warranties: There will be no
material changes in the contributed assets and debts of Beijing
Broadcasting and Television Media Co., Ltd. and Party A will
maintain normal cash flow for it operational activities;
1.3 The representations and warranties that Party B makes to Party A are
listed as follows:
(1) All the materials having been or to be provided to party A are
authentic, timely and complete.
(2) Party B recognizes all the contracts entered into before this
Agreement, and will cause the Joint Venture to duly fulfill the
implementation of this Agreement.
2. Operation Control and Investment
2.1 The scope of the capital assets of this cooperation refers to the
total assets appearing on the financials of Beijing Broadcasting and
Television Media Co., Ltd..
2.2. As of the date of this Agreement, Party B shall assume the full
operation control of Party A, including without limitation all aspects
of Beijing Broadcasting and Television Media Co., Ltd. 's business
operation, production, distribution and sale of products and shall
have the complete power to appoint and change Beijing Broadcasting and
Television Media Co., Ltd. 'stop management staff and executives.
Party B shall also nominate majority of Beijing Broadcasting and
Television Media Co., Ltd.'s board members including its chairman.
2.3 Party B agrees to inject additional funding into Beijing Broadcasting
and Television Media Co., Ltd. either directly or indirectly. After
the completion of investment from Party B, Beijing Broadcasting and
Television Media Co., Ltd. will become a subsidiary of Party B with
Party B holds 70% of the total equity and Party A holds 30% of the
total equity of Beijing Broadcasting and Television Media Co., Ltd..
2.4 Standstill
Party A shall not enter into any discussion of capital contribution and
cooperation with any third party without the consent of Party B and shall avail
itself for the acquisition transaction as provided in Section 2.2 above.
3. Arrangement of the transaction
3.1 A total of US$1,500,000 worth of shares are going to be issued to
Party A and their designees. The total shares are valued at US
$1,500,000 at $1.00 per share to be paid to Party A within 10
days upon the signing of this Agreement.
4. Additional Bonus for Special Services Party A shall be paid a total of
$900,000 worth of shares if Party A can secure for Party B the
pre-Olympics sports column in China.
5. Others
5.1 This Agreement is not allowed to be terminated on unilaterally.
5.2 If any of the parties breaches the Agreement, the non-breaching party
has rights to ask the other party for compensations due to breach of
Agreement.
5.3 If any dispute arises between the two parties, the dispute shall be
negotiated and settled within 30 working days. If the negotiation
fails, the two parties can seek arbitration as the exclusive remedy
and such arbitration award shall be final, exclusive, binding and
enforceable against the parties. The arbitration shall be held in Hong
Kong before the arbitral tribunal under the auspices of the Hong Kong
Chamber of Commerce using its procedural rules.
5.4 For issues fails to be mentioned in this Agreement, the two parties
may sign supplementary Agreement or attachment in writing, which forms
effective components of this Agreement with the same legal effect.
5.5 This Agreement is in quadruplicate, with two copies held by each
party.
Party A: Authorized representative:
Party B: Authorized representative: