0001034840-01-500005 Sample Contracts

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • January 22nd, 2001 • American Champion Entertainment Inc • Services-motion picture & video tape production • New York

THIS AGREEMENT, made as of the 27th day of December, 2000, by and among American Champion Entertainment, Inc., a corporation organized and existing under the laws of the state of Delaware, with its principal offices at 22320 Foothill Blvd., Hayward, California 94541 ("Seller"), and Holley Holding (U.S.A.) Ltd., having an address at 131 South Maple Avenue, Suite 6, South San Francisco, California 94080 ("Purchaser").

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STOCK GRANT AGREEMENT Pursuant to American Champion Entertainment, Inc.
Stock Grant Agreement • January 22nd, 2001 • American Champion Entertainment Inc • Services-motion picture & video tape production • California

This Stock Grant Agreement (the "Agreement"), dated ________________, 2000, is made by and between American Champion Entertainment, Inc., a Delaware corporation (the "Company"), and ___________________________________ (the "Grantee").

Agreement for Purchase of Convertible Debt
American Champion Entertainment Inc • January 22nd, 2001 • Services-motion picture & video tape production

This Agreement for Purchase of Convertible Debt (the "Agreement") dated as of December 27, 2000 is made by and between the parties with signatory hereto, and with consent from American Champion Entertainment, Inc. (the "Company"), a corporation organized and existing under the laws of the State of Delaware.

Licensing Agreement
Licensing Agreement • January 22nd, 2001 • American Champion Entertainment Inc • Services-motion picture & video tape production

The Licensor warrants that the Licensor owns all rights to a-29 episode TV Series and its related products and intellectual properties, as described in Schedule I and hereinafter called the "Series", which are hereby licensed to the Licensee. Subject to the payment of the Licensing Fee described hereunder, the Licensor hereby grants to the Licensee, and the Licensee hereby accepts, the exclusive and sole rights for exhibition, distribution, process and reproduction, and all commercial exploitation of the Series under the following terms and conditions:

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