CONDITIONAL ACQUISITION AGREEMENT
This Agreement dated this 28th day of June, 1996 by and between Natural
Way Technologies, Inc. (hereinafter "Natural Way"), the shareholders of China
Food and Beverage Industrial Company Limited (hereinafter "Shareholders") and
China Food and Beverage Industrial Company Limited (hereinafter "Food and
Beverage").
RECITALS
WHEREAS, Natural Way is interested in acquiring all of the issued and
outstanding shares of Food and Beverage;
WHEREAS, the Shareholders are desirous of selling their shares to Natural
Way;
WHEREAS, prior to any acquisition, the requisite due diligence must be
completed and the necessary terms and conditions negotiated, and;
WHEREAS, the parties are desirous of having such due diligence commence
so that the terms and conditions can be negotiated and the transaction
finalized;
NOW THEREFORE, in consideration of the foregoing, the adequacy which is
hereby acknowledged, the parties hereto covenant and agrees as follows:
1. Natural Way agrees to deposit with Food and Beverage the sum of
$1,400,000 (U.S.) as a refundable deposit. This deposit is refundable
should Natural Way, upon completion of its due diligence or the
issuance of the Xxxxxx Xxxxxxxx & Co. report determine that it is not
in its best interest to make this acquisition.
2. The Shareholders hereby grant to Natural Way the unconditional right
to acquire not less than 50% of the shares of Food and Beverage at a
price/earnings ratio not to exceed eight times earnings for the fiscal
year ended prior to the year of acquisition. This right shall run
from the date of deposit of the funds specified in Paragraph 1 the
later of to a date two months from the date Natural Way completes its
due diligence or the receipt of an audit report on Food and Beverage
from Xxxxxx Xxxxxxxx & Co.
3. Food and Beverage consents and hereby appoints Xxxxxx Xxxxxxxx & Co.
to examine its books and records for the previous three fiscal years
and the current years and to prepare a report thereon.
4. In the event Natural Way exercises its option to acquire a minimum of
50% of the issued and outstanding shares (or such similar equity
arrangement), the deposit of $1,400,000 shall be applied toward the
purchase price and any balance owing for such purchase shall be paid
at closing.
5. The parties agree that should the option to purchase a minimum of
fifty percent of the shares of Food and Beverage been exercised a
formal acquisition document shall be executed containing such terms
and conditions as are normal and customary for a share acquisition of
a corporation.
6. This Agreement may not be assigned by either party without the written
consent of both parties.
7. This Agreement constitutes the entire agreement between the parties
and may not be altered, except in writing, signed by all parties
hereto.
NATURAL WAY TECHNOLOGIES, INC.
By:
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Its:
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SHAREHOLDERS OF CHINA FOOD AND BEVERAGE CO. LTD.
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CHINA FOOD AND BEVERAGE COMPANY LIMITED
By:
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Its:
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