MEMORANDUM OF UNDERSTANDING
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This Memorandum of Understanding ("Memorandum") is made the 15th day of
December, 2003 between Xxxxxxx.xxx Inc., whose principal executive office is
situated at c/o Hartman & Xxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000-0000 (the "Company") of the first part, and Charter One Investments
Limited, a corporation incorporated under the laws of the British Virgin Islands
and having its principal address at P.O. Box 957, Offshore Incorporations
Centre, Road Town, Tortola, British Virgin Islands ("Charter") of the second
part.
WHEREAS, the Company is a corporation listed on the OTCBB of the United
States National Association of Securities Dealers, Inc.;
WHEREAS, as at the date hereof, the Company has a total of 40,000,000
shares of common stock issued and outstanding, at U.S. $.001 par value ("Common
Stock"); and
WHEREAS, at the request of the Company, Charter intends to invest
certain sums of money in the Company and has requested the Company to allot to
it certain shares of the Company to which the Company has agreed to do in the
manner hereinafter set forth;
NOW, THEREFORE, it is agreed as follows:
1. Charter hereby agrees, at the request of the Company, to invest
and the Company hereby agrees to accept Charter's investment in an aggregate sum
of HK$1,000,000.00 paid in the following manner:
(a) HK$100,000.00 was advanced by Charter to the Company as a
loan on or about the 7th day of January, 2003;
(b) HK$300,000.00 was advanced by Charter to the Company as
a loan on or about the 24th day of February, 2003; and
(c) The balance of HK$600,000.00 was advanced by Charter
to the Company on or before the 31st day of July, 2003.
2. (a) The Company hereby agrees to fully pay for the moneys
advanced, as described in paragraph 1 hereof, without interest
thereon, and Charter agrees to accept in full payment and
satisfaction therefor, a total of 3,800,000 shares of Common
Stock (the "Shares").
(b) The Company shall be responsible for, in compliance
with relevant US SEC rules and regulations, all necessary procedures
to cause the said Shares to be duly and properly issued and allotted
to Charter.
(c) It is hereby agreed between the parties hereto that the
sale of said Shares by the Company to Charter shall be subject to SEC
rules and all other applicable rules and regulations. Accordingly,
Charter acknowledges that the Shares have not been registered under
the Securities Act of 1933, as amended, and are being taken for
investment purposes only, without a view to their sale or
distribution, except as permitted by applicable United States law. It
is also agreed that the certificate will bear a restriction to the
foregoing effect.
(d) Charter agrees that the Company has made no
representations or warranties to Charter in connection with issuance
of the Shares and that in making its decision to purchase the Shares,
Charter is relying solely on the Company's public filings with the
SEC.
2. Each party hereto shall, at the request of the other party
hereto, at any time and from time to time, promptly execute and
deliver, or cause to be executed and delivered to such requesting
party all such further instruments and take all such further actions
as may be reasonably necessary or appropriate to more effectively
confirm or
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carry out the provisions and intents of this Memorandum. In that
connection, Charter acknowledges that it will have certain filing
obligations with the SEC in connection with its purchase of the Shares
and agrees to make such filings.
3. This Memorandum is intended to be legally binding and shall be
governed by and construed in accordance with applicable United States
law; the parties hereto hereby irrevocably submit to the non-exclusive
jurisdiction of the Hong Kong Courts as well as the appropriate courts
of the United States of America.
IN WITNESS WHEREOF, the hands of the parties hereto the day and
year first above written.
XXXXXXX.XXX INC.
By: /s/ Xxxxxx Xxx Wa Chu
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Name: Xxxxxx Xxx Wa Xxx
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Title: Director
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CHARTER ONE INVESTMENTS LIMITED
By: /s/ Xxxxxx Xxxx Mo Yiu
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Name: Xxxxxx Xxxx Mo Xxx
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Title: Director
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