0000950123-04-014777 Sample Contracts

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • December 14th, 2004 • Novel Apparel (BVI) LTD • Apparel & other finishd prods of fabrics & similar matl • Virgin Islands

AGREEMENT AND PLAN OF MERGER, dated as of December 13, 2004 (the “Agreement”), by and among NOVEL DENIM HOLDINGS LIMITED, a British Virgin Islands international business company (the “Company”), NDH ACQUISITION LIMITED, a British Virgin Islands international business company and a direct wholly-owned subsidiary of the Company (“NDHA”), NOVEL APPAREL (BVI) LIMITED, a British Virgin Islands international business company and member of the Company (“Apparel”), and NOVEL HOLDINGS (BVI) LIMITED, a British Virgin Islands international business company and beneficial owner of 80% of the outstanding shares of Apparel(“Holdings”) .

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JOINT FILING AGREEMENT
Joint Filing Agreement • December 14th, 2004 • Novel Apparel (BVI) LTD • Apparel & other finishd prods of fabrics & similar matl

This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.

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