Exhibit
10.1*
* Registrant has omitted
portions of this exhibit and filed such exhibit separately with the
Securities and Exchange Commission, pursuant to a request for
confidential treatment under Rule 406 promulgated under the
Securities Act
Rescission of the
Exclusive Agency Agreement and Conclusion of Inventory Products
Buy-back Agreement
Conclusion Place:
Qingdao, Shandong Province
Party A: Guangzhou South China
Rubber and Tire Co., Ltd (“Guangzhou Tire”)
Party B:
Qingdao Free-Trading Zone Sentaida International Trade Co. Ltd
(“FTZ Sentaida”)
In
witness of the Exclusive Agency Agreement (“ Agency
Agreement ”) executed between Party A and Party B on
November 18, 2005, which stipulates that Party B will be the
exclusive agent in U.S. markets for Party A’s part of tires
for certain specifications under the brand of WANLI, and, some
other Contracts signed by the Parties.
Upon
the friendly discussion and negotiation by the Parties, the Parties
reach and abide by the following agreements in regards of the
rescission of the Agency Agreement and Contracts as well as certain
matters about the buy-back of inventory products.
1.
The
Parties unanimously agree to rescind aforementioned Agency
Agreement and Contracts as of the execution of this
Agreement.
1
2.
The
Parties are released from any and all the rights and obligations
under the Agency Agreement and Contracts upon the rescission
hereof, Party B will not work as the exclusive agent in U.S.
markets for Party A’s part of tires for certain
specifications under the brand of WANLI, Party A is entitled to
sell by itself or authorize any other third parties to sell all the
tires for all the specifications under WANLI and other brands in
U.S. markets.
3.
As of
the execution of this Agreement, Party A agrees to appoint the
third party to buy back all the inventory products which are
currently owned and purchased by Party B from Party A but have not
been sold to the end users.
4.
Party
B still owes Party A payment for the products amounting to
(Omitted and Filed Separately with the SEC) during the
performance of the Agency Agreement and Contracts, with deduction
of the ad-rate, rebate and other relevant expenses in sum of
(Omitted and Filed Separately with the SEC) incurred due to
the performance of the Agency Agreement and Contracts which are
payable to Party B by Party A plus (Omitted and Filed Separately
with the SEC) , then Party B has to pay Party A the remaining
US$1072893.57. (Omitted and Filed Separately with the
SEC)
5.
(Omitted and Filed
Separately with the SEC)
2
6.
The
Parties reach the following agreements in regard of the specific
buy-back method for the inventory products and the Parties’
rights and obligations:
(a)
As of
the execution of this Agreement, Party B still owns certain
inventory products which are purchased from Party A and have not
been sold to the end users. Such inventory products are currently
stored in the warehouse rented by Party B in U.S., which are not
more than (Omitted and Filed Separately with the SEC) units
(the specific amounts checked by the Parties and actually delivered
by Party B prevail). Party A agrees to appoint the third party to
buy back as per the terms and conditions stipulated in this
Agreement and the appendixes, the buy-back should be completed
within (Omitted and Filed Separately with the SEC) as of the
execution of this Agreement, the total buy-back sum is
(Omitted and Filed Separately with the SEC)
;
Should
Party A fail to pay the buy-back money in appointed time, or fail
to pay off the buy-back money within (Omitted and Filed
Separately with the SEC) as of the execution of this Agreement,
then it should pay Party B the interests at the annual interest
rate (Omitted and Filed Separately with the SEC) of the
unpaid buy-back money except the due buy-back money;
Should
Party B fail to deliver the inventory products as per the
stipulation, or fail to deliver all the inventory products within
(Omitted and Filed Separately with the SEC) as of the
execution of this Agreement, then it should pay Party A the
interests as per the annual interest rate (Omitted and Filed
Separatel
