Exhibit 10.1
Voting Agreement
VOTING AGREEMENT
THIS VOTING
AGREEMENT (this "Agreement") is made as of January 27,
2006, by and among WILLIAM DATO, an individual ("Dato"), CHINA DIRECT TRADING
CORPORATION, a Florida
corporation (the
"Corporation"), and
HOWARD ULLMAN, an
individual ("Shareholder").
RECITALS
A. The Corporation,
Dato and Complete Power Solutions, LLC, a Florida limited
liability company ("CPS"), are parties to a certain Purchase
Agreement of even
date herewith ("Purchase Agreement") pursuant to which,
among other things, the
Corporation will acquire a fifty-one percent (51%) membership
interest in CPS.
B. One of the
conditions to the
purchase of such
membership
interest is the
execution of a voting agreement relating to the election of Dato
as a member of
the Corporation's board of directors (the "Board of Directors).
C. Shareholder owns a
majority of the shares of voting stock of the Corporation
and is its President, Chief Executive Officer and Chairman of the
Board.
NOW, THEREFORE,
in consideration of
the foregoing premises
and other
good and valuable consideration, the receipt and sufficiency of
which are hereby
acknowledged, the parties hereby agree as follows:
SECTION 1.
ELECTION OF DATO TO THE BOARD OF
DIRECTORS.
Shareholder
shall vote his Shares to elect Dato to the Board of Directors.
SECTION 2. TRANSFER
RESTRICTIONS.
Shareholder agrees not
to transfer
any of his Shares to any transferee unless as a condition to such
transfer the
transferee agrees
to be bound by the
terms of this
Agreement applicable to
Shareholder, other
than a transfer
of shares pursuant to sale made over the
counter and not for the purposes of avoiding the
restrictions
on transfer set
forth herein.
SECTION 3. DURATION OF
AGREEMENT. The rights
and obligations
of the
Corporation and
Shareholder
under this Agreement
shall terminate in the event
that (a) Dato owns less than a twenty percent (20%) member interest in CPS or
(b) the Corporation owns less than a ten percent (10%) member
interest in CPS.
SECTION 4.
MISCELLANEOUS.
(a) Entire Agreement.
This Agreement constitutes the entire final
agreement among the
parties with respect to the subject matter hereof and
supersedes any and all other agreements, if any, among the parties
both oral and
written concerning the subject matter hereof.
(b) Successors and Assigns. Except as otherwise provided herein, the
terms and conditions
of this Agreement shall inure to the benefit of and be
binding upon the
respective successors
and assigns of the
parties (including
permitted transferees
of any Shares).
Nothing in this
Agreement,
express or
implied, is intended
to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.
Except as otherwise expressly provided herein, if any person
shall acquire any Share in any manner, whether by operation of law
or otherwise,
such Shares shall be held subject to all of the terms of this
Agreement, and, by
taking and holding such Shares, such person shall be deemed
conclusively to have
agreed to be bound by and to perform all of the terms of this
Agreement.
(c) Governing
Law; Venue. This Agreement shall be governed by and
construed under the laws of the State of Florida, without
