Transfer/Assignment Agreement
To Operate China Peregrine Project
1. Introduction. This Agreement is made this 5th day of March, 1997,
by and among China Peregrine International, Inc. (CPII), as the General
Partner and on behalf of China Peregrine Enterprises, Limited (CPEL), and
China Peregrine Food Corporation (CPFC).
2. Considerations. The following facts and events have been duly
considered by the parties in entering into this Agreement:
2.1 CPEL is the successor in interest to Peregrine Enterprises, Inc.,
a Texas corporation, with respect to a certain Joint Venture Contract, dated
April 13, 1993, entered into with China National Green Food Corporation and
Amer-China Partners Limited, for the purpose of developing manufacturing and
distribution primarily for children's food products in the People's Republic
of China (the Joint Venture Project).
2.2 In recognition of the need for additional financing on both a
short and long term basis for the Joint Venture Project, CPEL desires to
assign of all of its right title and interest in the Joint Venture Contract
to CPFC in exchange for an equity position in CPFC.
2.3 Any agreement to assign the rights of CPEL to CPFC is subject to
approval by the Joint Venture participants and the appropriate governmental
agency of the People's Republic of China.
2.4 Subsequent to the Joint Venture participants approval the
aforesaid assignment the parties to the Joint Venture Contract must await
approval of the assignment by the appropriate governmental agency of the
People's Republic of China. The Joint Venture participants anticipate that
the required approval of the assignment will be forthcoming but are unsure
of the time frame within which such approval may be effected.
2.5 Notwithstanding the foregoing, the participants to the Joint
Venture Project desire to continue to move the project forward in accordance
with the Joint Venture Contract during the interim period while awaiting
final governmental approval of the assignment of CPEL's rights in said
Contract to CPFC.
2.6 The parties acknowledge and agree that, in order to achieve the
goals set forth herein, an interim restructure of the operational aspects of
the rights to the Joint Venture Contract is necessary and, accordingly,
agree as follows.
3. Basic Agreement. In consideration of the mutual promises
contained in this Agreement, the parties agree to the following:
3.1 Transfer. CPEL hereby transfers and assigns of all of its right,
title and interest in the Joint Venture Contract to CPFC in exchange for the
issuance by CPFC of 1,040,000 shares of its common stock to CPEL.
3.2 Agency Agreement. CPEL, as Principal, hereby appoints CPFC
Principal's exclusive Agent for the performance of all acts required of
Principal, and in the name of Principal, under the Joint Venture Contract.
Agent accepts the appointment.
a. The agency shall begin on the date of this agreement and continue
until terminated in accordance with the provisions of this Agreement.
b. In furtherance of the agency, Agent undertakes performance of all
duties and obligations of Principal under and pursuant to a certain Joint
Venture Contract, dated April 13, 1993, entered into with China National
Green Food Corporation and Amer-China Partners Limited, for the purpose of
developing manufacturing and distribution primarily for children's food
products in the People's Republic of China.
c. As full remuneration for Agent's services, Agent shall be
entitled to any and all profit or other remuneration to which Principal is
entitled under the Joint Venture Contract.
d. Unless earlier terminated by the mutual agreement of the parties
to this agreement, the term of this Agreement shall be until the assignment
of CPEL's rights to the Joint Venture Contract to CPFC is approved by the
appropriate governmental agency of the People's Republic of China, at which
time this agreement shall terminate and be of no further force or effect.
e. This Agreement does not constitute an agreement for a partnership
or joint venture between Principal and Agent. All expenses and costs
incurred by Agent in meeting Agent's obligations under this Agreement shall
be solely those of Agent, and Principal shall not be liable for their
payment. Agent can make no commitments with third parties that are binding
upon Principal without Principal's written consent, and Agent in no way
shall hold Agent out as having that power.
f. This Agreement is personal to both Principal and Agent, and
neither party can assign or delegate any rights or duties arising hereunder
to a third party, whether by contract, will, or operation of law, without
the prior written consent of the other party to this agreement. Any attempt
to do so shall be void.
3.3 Assumption of Obligations.
a. As a covenant separate from the aforesaid Agency Agreement, CPFC
hereby assumes all of the duties and obligations, financial and otherwise,
of CPEL under, pursuant to and resulting from a certain Joint Venture
Contract, dated April 13, 1993, entered into with China National Green Food
Corporation and Amer-China Partners Limited, for the purpose of developing
manufacturing and distribution primarily for children's food products in the
People's Republic of China.
b. In consideration of the covenant contained in paragraph 3.3 a.
herein, CPFC shall be entitled to any and all profit or other remuneration
to which CPEL is entitled under the Joint Venture Contract.
4. Ratification of Terms of Agreement. The parties will vote their
stock and cast their votes as directors of CPFC and vote their partnership
interests in CPEL to enable the adoption and ratification by CPEL and CPFC
of the terms and conditions of this Agreement.
5. Agreement Not Assignable. This Agreement may not be assigned by
any party without the written consent of the other parties.
6. Counterparts. This Agreement may be executed in several and
separate counterparts which, collectively, shall constitute the operative
Agreement among the parties.
7. Law Governing. This Agreement shall be governed by the laws of
the State of Delaware, without consideration of choice of law principles.
IN WITNESS WHEREOF, the parties have signed this Agreement on the day
and year first above written.
CHINA PEREGRINE ENTERPRISES, LIMITED
BY: CHINA PEREGRINE INTERNATIONAL, INC.
General Partner of China
Peregrine Enterprises, Limited
By s/Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx, President
CHINA PEREGRINE FOOD CORPORATION
By s/Xxxx Xxxxxx
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Xxxx Xxxxxx, Presisent
