Termination Agreement
Between
Eternal Technologies Group, Inc.
And
The Shareholders of E-Sea
Biomedical Engineering Co. International Ltd. as of
October 31, 2004
And
E-Sea Biomedical Engineering
Co. International Ltd. as of October 31, 2004
Dated April 26, 2005
<PAGE>
THIS TERMINATION AGREEMENT (hereinafter referred to as this
"Agreement") is entered into as of this
26th day of April, 2005, but effective
as of October 31, 2004 by and between
Eternal Technologies Group, Inc. a Nevada
corporation (hereinafter referred to as
"Eternal") and the former shareholders
(hereinafter referred to as the "Former
Shareholders") of E-Sea Biomedical
Engineering Co. International, Ltd., a
British Virgin Islands corporation
(hereinafter referred to as "E-Sea"), who,
pursuant to the Exchange Agreement
executed October 31, 2004 received
14,000,000 shares of Eternal in exchange for
100% of the common stock of E-Sea, upon the
following premises:
Premises
WHEREAS, Eternal is a publicly held corporation organized under
the
laws of the State of Nevada and engaged in
animal husbandry and meat processing;
WHEREAS, E-Sea is a subsidiary corporation of Eternal organized
under
the laws of the British Virgin Islands and
engaged in the ownership and
operation of medical equipment
manufacturing facilities and technologies;
WHEREAS, management of the constituent corporations entered into
a
exchange agreement (the "Exchange
Agreement") dated October 31, 2004 pursuant to
which Eternal agreed to acquire 100% of the
issued and outstanding securities of
E-Sea in exchange for the issuance of
certain shares of Eternal (the "Exchange")
and E-Sea agreed to use its best efforts to
cause its shareholders (the "E-Sea
Shareholders") to exchange their securities
of E-Sea on the terms described
therein; and
WHEREAS, Eternal, E-Sea, and the Former Shareholders desire to
terminate the Exchange.
Agreement
NOW THEREFORE, on the stated premises and for and in consideration
of
the mutual covenants and agreements
hereinafter set forth and the mutual
benefits to the parties to be derived
herefrom, it is hereby agreed as follows:
ARTICLE I
Organization. E-Sea is a corporation duly
organized, validly existing, and in
good standing under the laws of the British
Virgin Islands and has the corporate
power and is duly authorized, qualified,
franchised, and licensed under all
applicable laws, regulations, ordinances,
and orders of public authorities to
own all of its properties and assets and to
carry on its business in all
material respects as it is now being
conducted, including qualification to do
business as a foreign corporation in the
states or countries in which the
character and location of the assets owned
by it or the nature of the business
transacted by it requires qualification,
except where failure to be so qualified
would not have a material adverse effect on
its business. The execution and
delivery of this Agreement does not, and
the consummation of the transactions
contemplated hereby will not, violate any
provision of E-Sea's Memorandum and
articles of association. E-Sea has taken
all actions required by law, its
articles of incorporation, or otherwise to
authorize the execution and delivery
of this Agreement. E-Sea has full power,
authority, and legal right and has
taken all action required by law, its
articles of incorporation, and otherwise
to consummate the transactions herein
contemplated.
ARTICLE II
Organization. Eternal is a corporation duly
organized, validly existing, and in
good standing under the laws of the State
of Nevada and has the corporate power
and is duly authorized, qualified,
franchised, and licensed under all applicable
laws, regulations, ordinances, and orders
of public authorities to own all of
its properties and assets, to carry on its
business in all material respects as
it is now being conducted, and except where
failure to be so qualified would not
have a material adverse effect on its
business, there is no jurisdiction in
which it is not qualified in which the
character and location of the assets
owned by it or the nature of the business
transacted by it requires
qualification. The execution and delivery
of this Agreement does not, and the
consummation of the transactions
contemplated hereby will not, violate any
provision of Eternal 's certificate of
incorporation or bylaws. Eternal has
taken all action required by law, its
certificate of incorporation, its bylaws,
or otherwise to authorize the execution and
delivery of this Agreement, and
Eternal has full power, authority, and
legal right and has taken all action
required by law, its certificate of
incorporation, bylaws, or otherwise to
consummate the transactions herein
contemplated.
<PAGE>
ARTICLE III
PLAN OF TERMINATION
Section 3.01 The Termination. On the terms and subject to the
conditions set forth in this Agreement, on
the Closing Date (as defined in
Section 3.02), each Former Shareholder (as
defined in the Exchange Agreement)
shall assign, transfer and deliver, free
and clear of all liens, pledges,
encumbrances, charges, restrictions or
known claims of any kind, nature, or
description, the number of shares of common
stock of Eternal received pursuant
to the Exchange in the aggregate
constituting 14,000,000 of the issued and
outstanding shares of common stock of
Eternal held by each of such shareholders;
the objective of such Termination being the
rescission by Eternal of the
acquisition of 100% of the issued and
outstanding common shares of E-Sea. In
exchange for the transfer of such
securities by the Former Shareholders, Eternal
shall issue to the Former Shareholders (1)
an aggregate of 100% of the shares of
common stock of E-Sea to the Former
Shareholders as of the Closing Date. In the
event the Termination is consummated but
less than 14,000,000 of the common
shares of Eternal are delivered to Eternal,
the number of Shares of E-Sea
delivered to the Former Shareholders as
described above shall be reduced
proportionately. At the Closing, each
Former Shareholder shall, on surrender of
his certificate or certificates
representing such Eternal shares to Eternal or
its registrar or transfer agent, be
entitled to receive a certificate or
certificates evidencing his proportionate
interest in the E-Sea Shares. Upon
consummation of the transaction
contemplated herein, assuming participation by
all of the Former Shareholders, all of the
shares of capital stock of E-Sea
shall be held by the Former
shareholders.
Section 3.02 Closing. The closing ("Closing") of the
transactions
contemplated by this Agreement shall be on
a date and at such time as the
parties may agree ("Closing Date") but not
later than April 30, 2005. Such
Closing sha
