Exhibit 10.1
Office Purchase
Agreement
The Seller (hereinafter referred to as Party
A) ：
Zhonghai Trust Co., Ltd.
The Buyer (hereinafter referred to as Party
B) ：
Shaanxi Tianren Organic Food Co.,
Ltd.
WHEREAS,
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I.
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Party A is the legal owner of the office, which
is located on the 16th floor (actually the 14th floor,
hereinafter referred to as “the Office”) of the
National Development Bank Building, No.2, Gaoxin 1st RD, Hi-Tech
Zone, Xi’an City.
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II.
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With regards to leasing the 16th floor to Party
B, both Parties entered into a LEASE CONTRACT on June 23,
2008. Actually, from that date forward, Party B began to use the
Office with a rental fee of RMB 64,168.2 yuan per month. According
to Article 5 of the LEASE CONTRACT, Party B made advance payment of
RMB 400,000 yuan and RMB 100,000 yuan of rental deposit to Party
A.
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III.
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On April 13, 2009, Party B pre-paid a rental fee
of RMB 1.2 million yuan to Party A.
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NOW, THEREFORE, BE IT
In order to clarify the rights and
responsibilities, after friendly negotiation, both Parties signed
this agreement as follows:
1. Transfer Price:
1) Both Parties agree that the
transferring price of the office is RMB 12.07 million
yuan.
2) Party A agrees that if Party
B makes the Office purchasing payment within the period prescribed
in the agreement, then the Office rental fee will be offset by the
last office purchase payment of RMB 1.7 million yuan, namely, if
Party B has made RMB 10.37 million yuan in purchase payment, with
the written request of Party B, the remaining purchasing payment
can be offset by the rental fee without any further
payment.
2. Type of Payment:
Both Parties agree that Party B will make the
Office purchase payment according to the following time
frame:
1) The rental fee of RMB 1.2
million yuan paid by Party B on April 13, 2009 to Party A will
offset the first purchase payment of the office.
2) Party B should pay off the Office
purchasing payment before August 31, 2009.
3. Office Delivery
Agreement:
1) Both Parties agree that the LEASE
CONTRACT will expire automatically after this agreement has been
signed.
2) The risk liability of the
Office will transfer to Party B once the Office has transferred to
Party B (Party B actually uses the 16 th floor
of the building since June 23, 2008). Prior to the completion of
the Office transfer procedure, Party B still must comply with the
provision on the function of the Office prescribed in the LEASE
CONTRACT and ensure the reasonable use of the Office and its
affiliated facilities. Moreover, during the foresaid period,
without the written consent of party A, Party B may not rent or
lend the Office to a third Party or allow a third Party to use
it.
4. Property Rights
Transfer:
1) After the amount of RMB
10.37 million as office purchase payment has been paid by
Party
