-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TvX0Jxx+/kzBEta5G4EJYEB/365y3xsqU4q2Jui3e7rL4nQXQwPWXgV5iWTKD1Fj 7jgnbgNRWsSFYVufr7Sr0A== 0001144204-05-026449.txt : 20050819 0001144204-05-026449.hdr.sgml : 20050819 20050819172407 ACCESSION NUMBER: 0001144204-05-026449 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20050819 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050819 DATE AS OF CHANGE: 20050819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOVING BYTES INC CENTRAL INDEX KEY: 0001085104 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 522267986 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30058 FILM NUMBER: 051039406 BUSINESS ADDRESS: STREET 1: 180 GRAND AVE STREET 2: STE 450 CITY: OAKLAND STATE: CA ZIP: 94612 BUSINESS PHONE: 5102729407 MAIL ADDRESS: STREET 1: 180 GRAND AVENUE STREET 2: SUITE 450 CITY: OAKLAND STATE: CA ZIP: 94612 FORMER COMPANY: FORMER CONFORMED NAME: E COMNETRIX INC DATE OF NAME CHANGE: 20001205 FORMER COMPANY: FORMER CONFORMED NAME: USV TELEMANAGEMENT INC DATE OF NAME CHANGE: 19990426 8-K 1 form8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 19, 2005 --------------- Moving Bytes Inc. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in charter) Canada 000-30058 52-2267986 - -------------------------------------------------------------------------------- (State or other jurisdic- (Commission (IRS Employer tion of incorporation) File Number) identification No.) 100 Wall Street, 15th Floor, New York, New York, 10005 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212-232-0120) - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Section 1. Registrant's Business and Operations Item 1.01. Entry into a Material Definitive Agreement Moving Bytes Inc. (the "Company", "we", "us" or "Moving Bytes") entered into a Share Exchange Agreement, dated as of August 15, 2005 (the "Share Exchange Agreement"), to effectuate a share exchange (the "Share Exchange") with all of the shareholders of China International Enterprise Corp., a Delaware corporation ("CIEC"). The Share Exchange Agreement was closed on August 19, 2005. The parties to the Share Exchange Agreement are CIEC, all shareholders of CIEC ("CIEC Shareholders"), Heng Xing Technology Group Development Limited, a British Virgin Islands corporation ("XHT"), and Guzov Ofsink, LLC as escrow agent. Prior to the Share Exchange, the CIEC Shareholders owned 9,970,000 shares of common stock, par value $0.001 per share, of CIEC (the "CIEC Shares"), representing 100% of the issued and outstanding capital stock of CIEC. CIEC owns 100% of the issued and outstanding shares of common stock, par value $1.00 per share, of XHT. XHT owns 100% of the issued and outstanding shares of Shenzhen Hengtaifeng Technology Co., Ltd. ("HTF" or the "Operating Company"), a company organized under the laws of People's Republic of China ("PRC"). To facilitate the Share Exchange, three CIEC shareholders, American Union Securities, Inc. ("AUS"), Warner Technology & Investment Corp. ("Warner") and Hua Kang (David) Zhou ("Zhou"), entered into an Allocation Agreement dated as of August 12, 2005 pursuant to which the three shareholders agreed to transfer an aggregate of 670,000 shares of common stock of CIEC to certain transferees and surrendered for cancellation an additional 830,000 shares. As a result of the consummation of the Allocation Agreement, Warner and Zhou no longer held any CIEC Shares and AUS' ownership of CIEC Shares was reduced to 300,000. The transferees, Yue Xing, John Leo, Cranberry Heights Group, Ltd., Liu Ming, and Zhang Yi, became shareholders of CIEC and parties to the Share Exchange Agreement. Under the Share Exchange Agreement Moving Bytes agreed to issue an aggregate of 638,080,000 shares of common stock of Moving Bytes to the CIEC Shareholders, representing 92.87% of the issued and outstanding capital shares of Moving Bytes giving effect to the Share Exchange. As a condition to the closing of the Share Exchange, Warner also agreed to surrender to Moving Bytes for cancellation, a certificate or certificates for an aggregate of 126,446,065 shares of Moving Bytes so that Warner would own 12,800,000 shares of Moving Bytes after the cancellation. As conditions to the obligation of Moving Bytes to close the Share Exchange Agreement, this Current Report on Form 8-K to report the entering into the Share Exchange Agreement was required to have been filed and AUS was to have received a $100,000 fee. As a result of the consummation of the Share Exchange Agreement, Moving Bytes acquired 100% of the outstanding shares of China International Enterprises Corp., a Delaware corporation ("CIEC"), from all of the Shareholders of CIEC. CIEC is holding company for Heng Xing Technology Group Development Limited, a British Virgin Islands corporation ("XHT"). The only asset of XHT is 100% of the shares of Shenzhen Hengtaifeng Technology Co., Ltd., a PRC corporation ("HTF") that is classified as a wholly owned foreign enterprise under PRC law by virtue of its ownership by XHT. In connection with the Share Exchange Agreement, HTF entered into a letter agreement ("Warner Letter Agreement") dated as of August 12, 2005 with Warner Technology and Investment Corp. ("Warner"), which was a former CIEC shareholder and Moving Bytes shareholder prior to the Share Exchange. According to the Warner Letter Agreement, Warner agreed to provide certain consulting services to CIEC and HTF relating to the prior structuring and capital raising efforts of CIEC ("Prior Structuring"), the Share Exchange, and the subsequent capital restructuring of Moving Bytes following the Share Exchange ("Subsequent Restructuring"). In exchange, Warner received the sum of $350,000 as a fee and as an advance non-accountable expense reimbursement for the expenses incurred or to be incurred in connection with the Prior Structuring, the Share Exchange and the Subsequent Restructuring (including the contemplated re-domicile of Moving Bytes into a state in the U.S., the change of the name of Moving Bytes to a name selected by HTF, a reverse split of Moving Bytes's common shares, and the election of designees of HTF as directors and officers of Moving Bytes). The Warner Letter Agreement superseded and rescinded all of the former written agreements made between HFT/CIEC and Warner regarding the Warner's role in the capital restructuring and capital raising efforts of HFT/CIEC. On August 18, 2005, an Assignment and Assumption Agreement was made by and among Moving Bytes, Warner, and Hua Kang (David) Zhou, pursuant to which Warner will accept the assignment of assets of Moving Bytes, and Warner together with Hua Kang Zhou will jointly and severely assume all of the duties and obligations to be performed by Moving Bytes after August 18, 2005. On August 15, 2005, Moving Bytes entered into a Loan Forgiveness and Termination Agreement with Hua Kang (David) Zhou ("Zhou"), under which Zhou will forgive the outstanding balance of a loan in the amount of $10,000 (the "Loan") made to Moving Bytes under a Loan Agreement, dated as of June 13, 2005. In connection with the forgiveness of the Loan, Zhou agreed to waive the right of conversion of the Loan amount into common shares of Moving Bytes and terminate the Loan Agreement, effective immediately on August 15, 2005. In connection with the Share Exchange Agreement, HTF also entered into a letter agreement, dated as of August 19, 2005, with American Union Securities Inc., a former shareholder of Moving Bytes and CIEC (the "AUS Letter Agreement"). The AUS Letter Agreement amended certain inconsistent provisions in two former agreements between AUS and HTF, dated as of November 24, 2004 and January 18, 2005, respectively. Under these two former agreements, AUS agreed to provide certain financial and consulting services to HFT in connection with the Share Exchange in exchange for a fee. The AUS Letter Agreement changed the amount of the fee due to AUS to $200,000, of which $100,000 had already been paid to AUS prior to the Share Exchange, and the remaining $100,000 was paid upon the Closing of the Share Exchange. Item 2.01. Completion of Acquisition or Disposition of Assets Upon the closing of the Share Exchange Agreement, Moving Bytes acquired all of the outstanding shares of CIEC. CIEC is the holding company for Heng Xing Technology Group Development Limited, a British Virgin Islands corporation ("XHT"). The only asset of XHT is 100% of the shares of Shenzhen Hengtaifeng Technology Co., Ltd., a PRC corporation ("HTF") that is classified as a wholly owned foreign enterprise under PRC law by virtue of its ownership by XHT. The result of the Share Exchange, as set forth in the following diagram, is that CIEC is now a wholly owned subsidiary of the Company and XHT remains a wholly owned subsidiary of CIEC and the sole shareholder of HTF. Moving Bytes Inc. | China International Enterprises Corp. ("CIEC") | Heng Xing Technology Group Development Limited ("XHT") | Shenzhen Hengtaifeng Technology Co., Ltd. ("HTF" or the "Operating Company") HTF is a provider of application software and system integration services in China. Specifically, HTF develops and produces housing accumulation fund software and credit guarantee management software products. It also develops family planning and property management software and provides related system integration services. Except for the transactions described in Item 1.01 above, Moving Bytes has no other material relationship with the CIEC Shareholders. SECTION 5 CORPORATE GOVERNANCE AND MANAGEMENT Item 5.01 Changes in Control of Registrant As a result of the Allocation Agreement and the Share Exchange Agreement described in Item 1.01 above, the CIEC Shareholders became the owners of approximately 92.87% of the issued and outstanding shares of common stock of Moving Bytes and obtained control of Moving Bytes. Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. According to the By-laws of the Company, 25% of the directors of the Company must be resident of Canada. A majority of the directors of any committees of the Company must also be resident Canadians. Furthermore, if any of the securities of the Company are traded in the public market, at least one director must not be officers or employees of the Company or any of its affiliates. Prior to the Share Exchange, the Board of Directors of Moving Bytes consisted of Ming Liu, David Zhou and John Leo. Following the closing of the Share Exchange Agreement, David Zhou resigned as director and resigned from all of his positions at the Company, including without limitation, President, Chief Executive Officer and Chief Financial Officer. The remaining directors elected Mr. Yuan Qing Li and Ms. Jian Ping Wu as directors of Moving Bytes. In addition, the Board of Directors appointed new executive officers to the Company. The newly appointed directors shall serve until the next annual meeting of shareholders of Moving Bytes or until their earlier death, disability or resignation. Set forth below is certain information concerning the directors and executive officers of Moving Bytes after the Share Exchange: Name Position(s) Age Li Yuan Qing Chairman, 36 President and Director Wu Jian Ping Director 33 Ming Liu Director (independent) 30 (Canadian) John Leo Director (independent), 40 Shen Ding Hong Chief Financial Officer 36 & Chief Accounting Officer Yu Qing Biao Secretary 37 Set forth below is certain information concerning the directors and executive officers of CIEC, XHT and HTF: Name Position(s) Age Li Yuan Qing Director, Chairman, 36 and President of CIEC Executive Director of XHT Chairman of HTF Wu Jian Ping Director of CIEC 33 Executive Officer of HTF Shen Ding Hong Director and Chief 36 Financial Officer, and Chief Accounting Officer of CIEC Director and Financial Manager HTF Yu Qing Biao Secretary of CIEC 37 Chen Ling Director - XHT 38 Qiu Zhen Liang Director and Member of XHT44 Yue Xin Director of HTF 41 Chen Ning Xiang Director of HTF 37 Ma Ping Director of HTF 39 Li, Yuan Qing has been the Chairman and President of CIEC since January 2005, the Executive Director of XHT since 2004 and the Chairman of HTF since 2003. He has been a director of HTF for more than five years and was the CEO of HTF from 2000 to 2004. Mr. Li has also served as the Director of Jiangsu Qi Hang Digital Control Engine Bed Co., Ltd. and Jiangsu Zhenjiang Xinzhou Mechanics Factory, and as the Executive Director of Hengtaifeng International Holdings Co., Ltd. He graduated from Shenzhen University in 1989 and earned an Executive MBA degree from Zhongshan University in 2003. Wu, Jian Ping has been a Director of CIEC since January 2005. She has also served as the CEO of HTF since January 1, 2005. Ms. Wu has served as the Manager of Credit Guarantee Department of HTF and the Vice President of HTF from 2003 to 2004. She was the Vice President of Shenzhen Municipal Pu Da Technology Co., Ltd., an enterprise engaged in the development and sale of office management software and client source management software, from 2001 to 2003, a member of the Project Research Staff of Shenzhen Saibo Technology Co., Ltd., an applications software company specializing in networking software, from 2000 to 2001 and the Sales Manager and Manager of the Market Department of Shenzhen Shu Ju Tong Computer Network System Co., Ltd. from 1999 to 2000. Mr. Ming Liu is a business professional having served with several technology companies. During 2004 Mr. Liu was Secretary of Advanced Battery Technologies Inc. (OTCBB: ABAT). Prior to this he was Vice President of Heilongjiang Zhongqiang Power Tech. China from 2002 to 2004 and Vice President of Haerbin Ridaxing Science & Tech. Co., Ltd. China from 1999 to 2002. Mr. Liu is currently a Director of Advanced Battery Technologies Inc. Mr. John Leo is the founder and President of American Union Securities, Inc. ("AUS"). AUS is an NASD member firm, which specializes in identifying successful private companies in China that have the potential to be a successful public company in the US. Prior to starting AUS Mr. Leo was the founder and managing member of Venture Capital Partners, LLC ("VCP"), a private merchant banking and consulting firm. VCP provided various advisory services to both late stage private companies and small to mid-sized public companies. From 1997 through 2001 Mr. Leo worked as a market maker trading Pink Sheet, OTC BB, and NASDAQ listed securities as well as IPO's. Mr. Leo has an extensive background in securities trading and the financial transaction business. He became a registered representative in 1987 focusing on small to midsize companies, private placements and secondary offerings. He has previously worked for several full service investment banking and brokerage firms, as well as wholesale and proprietary trading firms, as a principal and as a market maker. Shen, Ding Hong has been a CFO and Chief Accounting Officer of Moving Bytes since August 19, 2005 and a Director, CFO and Chief Accounting Officer of CIEC since January 2005. She has been Financial Manager of HTF since 2003. From 1999 to 2002 she served as the Manager of He Zhong Heng Software Co., Ltd. Yu, Qing Biao has been the secretary of CIEC since January 2005 and of Moving Bytes since August 19, 2005. During the past five years, he has worked for HTF serving as Assistant Manager of the Technology Department from June 1, 2001 to December 31, 2001, Administrative Manager on Human Resource Administration from January 1, 2002 to December 31, 2002, vice president of HTF and manager of the HTF IT resource department from January 1, 2003 to December 31, 2003; executive vice president of HTF and manager of the HTF IT resource department from January 1, 2004 to December 31, 2004 and vice president of HTF since January 1, 2005. Prior to his joining HTF, he had worked for Jing Zhong Daily as Editor and Director for the Computer Center for over 11 years. Qiu, Zhen Liang is a Director of XHT since its incorporation on May 28, 2004. He has served as both the CEO of Shenzhen Municipal Hope Realization Network Technology Co, Ltd. and the Chairman of Shenzhen Qi Xin Credit Guarantee Co., Ltd. since 2002. He has also served as the CEO of Shenzhen Shengdaxian Development Group Co., Ltd., a provider which has 30% equity of HTF and doing credit guarantee, networks and international trading, from 1994 to date. Chen, Ling has been a Director of XHT since its incorporation on May 28, 2004 and a Director of HTF since 2003. She served as a Supervisory Officer of Shenzhen Hengtaifeng Industrial Company, the HTF's predecessor company, from 1999 to 2002, and as a Supervisory Officer of HTF from 2002 to 2003. Chen, Ning Xiang has been a Director of HTF and Shenzhen Shengdaxian Development Group Company since 2003. Prior to that, he served as the Manager for the Comprehensive Management Department and the Legal Consultant of Shenzhen Municipal Sheng Long Industrial Co., Ltd. from 1993 to 2003. Ma, Ping has been a Director of HTF and the Manager of the Audit Department of Shenzhen Shengdaxian Development Group Company ("Shengdaxian") since 2003. During the past five years, she has also served as the Financial Manager of Shengdaxian from 2000 to 2005. Family Relationships There are no family relationships between or among any executive officers or Directors of the Company or our subsidiaries except that Li Yuan Qing, our Chairman and President, is the husband of Chen Ling, who is a Director of our subsidiary, XHT. Certain Relationships and Related Transactions Other than the security ownership in the Company and its subsidiaries, and except for the Warner Letter Agreement, the Assumption and Assignment Agreement, the Loan Forgiveness and Termination Agreement, and the AUS Letter Agreement described in Item 1.01 of this Form 8-K, the Company has no other related transactions with its current or former directors or executive officers. Employment Agreement The Company has not entered into any employments with our executive officers or other employees to date. Item 5.06. Change in Shell Company Status As a result of the Share Exchange Agreement described in Item 1.01, Moving Bytes became the sole shareholder of CIEC and HTF became an indirectly wholly owned subsidiary of Moving Bytes. Moving Bytes is no longer a shell company (defined under Rule 12b-2 of the Exchange Act, as amended, to be a company "with no or nominal operations and either no or nominal assets, assets consisting solely of cash and cash equivalents, or assets consisting of any amount of cash and cash equivalents and nominal other assets"). Item 9.01 Financial Statements and Exhibits (a) Financial Statements of Business Acquired. To be filed in the Amendment to this Form 8-K. (b) Pro Forma Financial Information. To be filed in the Amendment to this Form 8-K. (c) Exhibits. 10.1 Share Exchange Agreement, dated as of August 15, 2005, by and among Moving Bytes Inc., CHINA INTERNATIONAL ENTERPRISES CORP ("CIEC) ., HENG XING TECHNOLOGY GROUP DEVELOPMENT LIMITED, all of the shareholders of CIEC, whose names and addresses are set forth on Exhibit A attached to the Agreement, and GUZOV OFSINK, LLC, as escrow agent. 10.2 Allocation Agreement, dated as of August 12, 2005, by and among CHINA INTERNATIONAL ENTREPRISES CORP. ("CIEC"), WARNER TECHNOLOGY & INVESTMENT CORP. ("Warner"), HUAKANG ZHOU ("Zhou") and AMERICAN UNION SECURITIES, INC. ("AUS"). 10.3 Letter Agreement, dated as of August 12, 2005, by and between HTF and Warner. 10.4 Assignment and Assumption Agreement, dated as of August 18, 2005, by and among Moving Bytes, Warner and Hua Kang (David) Zhou. 10.5 Loan Forgiveness and Termination Agreement, dated as of August 15, 2005, by and between Hua Kang (David) Zhou and Moving Bytes. 10.6 Letter Agreement, dated as of August 19, 2005, by and between HFT and American Union Securities Inc. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Moving Bytes Inc. (Registrant) Date: August 19, 2005 By: /s/ John Leo ------------------------ Name: John Leo Title: Secretary EX-10.1 2 v024460_ex10-1.txt SHARE EXCHANGE AGREEMENT CHINA INTERNATIONAL ENTERPRISES CORP. FOR THE EXCHANGE OF CAPITAL STOCK OF MOVING BYTES INC. DATED AS OF AUGUST 15, 2005 1 SHARE EXCHANGE AGREEMENT This SHARE EXCHANGE AGREEMENT, dated as of August 15, 2005, (the "Agreement") by and among CHINA INTERNATIONAL ENTERPRISES CORP., a Delaware corporation ("CIEC"), HENG XING TECHNOLOGY GROUP DEVELOPMENT LIMITED, a British Virgin Islands corporation ("XHT"), Moving Bytes Inc. (hereinafter "MBYTF"), incorporated under the laws of Canada, all of the shareholders of CIEC, whose names and addresses are set forth on Exhibit A attached hereto ("SHAREHOLDERS") and GUZOV OFSINK, LLC, as escrow agent (the "Escrow Agent") WHEREAS, CIEC is a Delaware corporation which owns 100% of the issued and outstanding shares of Common Stock, par value $1.00 per share, of XHT; WHEREAS, XHT owns 100% of the issued and outstanding shares of Shenzhen Hengtaifeng Technology Co., Ltd., (hereinafter referred to as "HFT") a company organized under the laws of China, located at No. 5, Floor 6, Block A, Skyworth Building, Hi-tech Industrial Park, Nanshan District, Shenzhen, 518057, P.R. China; WHEREAS, SHAREHOLDERS own 100% of the issued and outstanding shares of Common Stock, par value $.001 per share, of CIEC (the " CIEC Shares"); WHEREAS, SHAREHOLDERS believe it is in their best interest to exchange the CIEC Shares for Common Shares of MBYTF ("MBYTF Shares"), and MBYTF believes it is in its best interests to acquire the CIEC Shares in exchange for MBYTF Shares, upon the terms and subject to the conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the mutual terms, conditions and other agreements set forth herein, the parties hereto hereby agree as follows: ARTICLE I EXCHANGE OF SHARES FOR COMMON STOCK Section 1.1 Agreement to Exchange Shares for Common Stock. On the Closing Date (as hereinafter defined) and upon the terms and subject to the conditions set forth in this Agreement, SHAREHOLDERS shall sell, assign, transfer, convey and deliver the CIEC Shares (representing 9,970,000 CIEC Shares or 100% of the issued and outstanding CIEC Shares), to MBYTF, and MBYTF shall accept the CIEC Shares from the SHAREHOLDERS in exchange for the issuance to the SHAREHOLDERS of the number of MBYTF Shares set forth opposite the names of the SHAREHOLDERS on Exhibit A hereto. Section 1.2 Capitalization. On the Closing Date, immediately before the transactions to be consummated pursuant to this Agreement, MBYTF shall have authorized (a) an unlimited number of MBYTF Shares, of which 175,450,042 MBYTF Shares are issued and outstanding; (b) 10,000,000 shares of Class A Preferred Stock, no par value, of which no shares are issued or outstanding; and (c) 20,000,000 shares of Class B Preferred Stock, no par value, of which no shares are issued or outstanding. 2 Section 1.3 Closing. The closing of the exchange to be made pursuant to this Agreement (the "Closing") shall take place at 10:00 a.m. E.D.T. on the second business day after the conditions to closing set forth in Articles VI and VII have been satisfied or waived, or at such other time and date as the parties hereto shall agree in writing (the "Closing Date"), at the offices of the Escrow Agent, 600 Madison Avenue, 14th Floor, New York, New York 10022 (the "Escrow Agent"). At the Closing, SHAREHOLDERS shall deliver to MBYTF the stock certificates representing 100% of the CIEC Shares, duly endorsed in blank for transfer or accompanied by appropriate stock powers duly executed in blank. In full consideration and exchange for the CIEC Shares, MBYTF shall issue and exchange with SHAREHOLDERS 638,080,000 MBYTF Shares, representing 92.87 % of the issued and outstanding common stock of MBYTF giving effect to the issuance of the MBYTF Shares pursuant to this Agreement. After the execution of this Agreement and pending the Closing, the SHAREHOLDERS shall deposit all of the CIEC Shares and executed stock powers with the Escrow Agent and MBYTF shall instruct its transfer agent to issue certificates for the appropriate number of MBYTF Shares registered in the name of each SHAREHOLDER and to deliver all such MBYTF Shares to the Escrow Agent. The Escrow Agent shall hold and dispose of the CIEC Shares and MBYTF Shares in accordance with the provisions of Article X of this Agreement. ARTICLE II REPRESENTATIONS AND WARRANTIES OF MBYTF MBYTF hereby represents, warrants and agrees as follows: Section 2.1 Corporate Organization a. MBYTF is a corporation duly organized, validly existing and in good standing under the laws of Canada, and has all requisite corporate power and authority to own its properties and assets and to conduct its business as now conducted and is duly qualified to do business in good standing in each jurisdiction in which the nature of the business conducted by MBYTF or the ownership or leasing of its properties makes such qualification and being in good standing necessary, except where the failure to be so qualified and in good standing will not have a material adverse effect on the business, operations, properties, assets, condition or results of operation of MBYTF (a "MBYTF Material Adverse Effect"); b. Copies of the Articles of Incorporation and By-laws of MBYTF, with all amendments thereto to the date hereof, have been furnished to CIEC and the SHAREHOLDERS, and such copies are accurate and complete as of the date hereof. The minute books of MBYTF are current as required by law, contain the minutes of all meetings of the Board of Directors of MBYTF from its date of incorporation to the date of this Agreement, and adequately reflect all material actions taken by the Board of Directors of MBYTF. Section 2.2 Capitalization of MBYTF. The authorized capital stock of MBYTF consists of (a) an unlimited number of Common Shares, of which 175,450,042 shares are issued and outstanding; (b) 10,000,000 shares of Class A Preferred 3 Stock, no par value, of which no shares are issued or outstanding; and (c) 20,000,000 shares of Class B Preferred Stock, no par value, of which no shares are issued or outstanding. The parties agree that they have been informed of the issuances of these MBYTF Shares, and that all such issuances of MYBTF Shares pursuant to this Agreement will be in accordance with the provisions of this Agreement. All of the MBYTF Shares to be issued pursuant to this Agreement have been duly authorized and will be validly issued, fully paid and non-assessable and no personal liability will attach to the ownership thereof. As of the date of this Agreement there are outstanding and as of the Closing Date, there will be outstanding, options to purchase an aggregate of 3,000,000 MBYTF shares at an exercise price of $.075 per share. Except for the foregoing options, the MBYTF Shares are the only outstanding shares of capital stock of MBYTF, and there are no outstanding options, warrants, agreements, commitments, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire any shares of capital stock or any un-issued or treasury shares of capital stock of MBYTF, except as set forth on Schedule 2.2 hereto. Section 2.3 Subsidiaries and Equity Investments. MBYTF has no subsidiaries or equity interest in any corporation, partnership or joint venture, except as set forth in Schedule 2.3 hereto. Section 2.4 Authorization and Validity of Agreements. MBYTF has all corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by MBYTF and the consummation by MBYTF of the transactions contemplated hereby have been duly authorized by all necessary corporate action of MBYTF, and no other corporate proceedings on the part of MBYTF are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. Section 2.5 No Conflict or Violation. The execution, delivery and performance of this Agreement by MBYTF does not and will not violate or conflict with any provision of its Articles of Incorporation or By-laws, and does not and will not violate any provision of law, or any order, judgment or decree of any court or other governmental or regulatory authority, nor violate or result in a breach of or constitute (with due notice or lapse of time or both) a default under, or give to any other entity any right of termination, amendment, acceleration or cancellation of, any contract, lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which MBYTF is a party or by which it is bound or to which any of their respective properties or assets is subject, nor will it result in the creation or imposition of any lien, charge or encumbrance of any kind whatsoever upon any of the properties or assets of MBYTF, nor will it result in the cancellation, modification, revocation or suspension of any of the licenses, franchises, permits to which MBYTF is bound. Section 2.6 Consents and Approvals. Schedule 2.6 sets forth a true and complete list of each consent, waiver, authorization or approval of any governmental or regulatory authority, domestic or foreign, or of any other person, firm or corporation, and each declaration to or filing or registration 4 with any such governmental or regulatory authority, that is required in connection with the execution and delivery of this Agreement by MBYTF or the performance by MBYTF of its obligations hereunder. Section 2.7 Absence of Certain Changes or Events. Since its inception and except as set forth on Schedule 2.7: a. MBYTF has operated in the ordinary course of business consistent with past practice and there has not been any material adverse change in the assets, properties, business, operations, prospects, net income or condition, financial or otherwise of MBYTF. As of the date of this Agreement, MBYTF does not know or have reason to know of any event, condition, circumstance or prospective development which threatens or may threaten to have a material adverse effect on the assets, properties, operations, prospects, net income or financial condition of MBYTF; b. there has not been any declaration, setting aside or payment of dividends or distributions with respect to shares of capital stock of MBYTF or any redemption, purchase or other acquisition of any capital stock of MBYTF or any other of MBYTF's securities; and c. there has not been an increase in the compensation payable or to become payable to any director or officer of MBYTF. Section 2.8 Tax Matters. Except for tax returns for 2003 and 2004 which are currently being prepared and which will show that MYBYTF owes no tax for such years, all returns, reports, or information returns or other documents (including any relating or supporting information) required to be filed before the Closing in respect of MBYTF has been filed, are true, complete and correct and filed timely and MBYTF has paid, accrued or otherwise adequately reserved for the payment of all Taxes required to be paid in respect of the periods covered by such returns and has adequately reserved for the payment of all Taxes with respect to periods ended on or before the Closing for which tax returns have not yet been filed. All Taxes of MBYTF have been paid or adequately provided for and MBYTF does not know or have any reason to know of any proposed additional tax assessment against MBYTF not adequately provided for in the Financial Statements. No deficiency for any Taxes has been asserted or assessed by a taxing authority against MBYTF and there is no outstanding audit examination, deficiency or refund litigation with respect to any Taxes of MBYTF. In the ordinary course, MBYTF makes adequate provision on its books for the payment of Taxes (including for any fiscal period which will include the date of this Agreement) owed by MBYTF. MBYTF has not executed an extension or waiver of any statute of limitations on the assessment or collection of tax that is currently in effect. To the best of the knowledge of MBYTF, there are no outstanding or contingent tax liabilities for incorrect treatment of income and expenses of MBYTF. MBYTF has not (a) waived any statute of limitations; (b) agreed to any extension of the period for assessment or collection; or (c) executed or filed 5 any power of attorney with respect to any Taxes, which waiver, agreement or power of attorney is currently in force. "Taxes" shall, for purposes of this Agreement, mean all taxes, however denominated, including any interest, penalties or addition to tax that may become payable in respect thereof, imposed by any governmental body which taxes shall include, without limiting the generality of the foregoing, all income taxes, payroll and employee withholding taxes, unemployment insurance, social security, sales and use taxes, excise taxes, franchise taxes, receipts taxes, occupations taxes, real and personal property taxes, stamp taxes, transfer taxes, workman's compensation taxes and any other obligation of the same or a similar nature. Section 2.9. Absence of Undisclosed Liabilities. Except as set forth on Schedule 2.9, MBYTF has no indebtedness or liability, absolute or contingent, known or unknown. Section 2.10. Interests in Real Property; Accounts Payable. MBYTF does not own any item of real property nor does it rent any property other than as set forth in Schedule 2.10(a). Attached as Schedule 2.10(b) is a list of all accounts payable and liabilities as of MBYTF as of the date of this Agreement. Section 2.11 Personal Property. MBYTF owns all personal property ("MBYTF Personal Property") purported to be owned by it as of the date hereof, in each case free and clear of all liens, except for those liens described in Schedule 2.11. Section 2.12 Compliance with Law. The operations of MBYTF have been conducted in accordance with all applicable laws, regulations, orders and other requirements of all courts and other governmental or regulatory authorities having jurisdiction over MBYTF and its assets, properties and operations. MBYTF has not received notice of any violation of any such law, regulation, order or other legal requirement, and is not in default with respect to any order, writ, judgment, award, injunction or decree of any national, state or local court or governmental or regulatory authority or arbitrator, domestic or foreign, applicable to MBYTF or any of its assets, properties or operations. Section 2.13. Litigation. Except as set forth on Schedule 2.13, there are no claims, actions, suits, proceedings, labor disputes or investigations pending or, to the best knowledge of MBYTF, threatened before any federal, state or local court or governmental or regulatory authority, domestic or foreign, or before any arbitrator of any nature, brought by or against MBYTF or any of its officers, directors, employees, agents or affiliates involving, affecting or relating to any assets, properties or operations of MBYTF or the transactions contemplated by this Agreement, nor is any basis known to it for any such action, suit, proceeding or investigation. Schedule 2.13 sets forth a list and a summary description of all such pending actions, suits, proceedings, disputes or investigations. Neither MBYTF nor any of its assets or properties is subject to any order, writ, judgment, award, injunction or decree of any country, judicial, state or local court or governmental or regulatory authority or arbitrator. Section 2.14 Contracts. Schedule 2.14 sets forth a true and complete list of all material contracts, agreements and other instruments to which MBYTF is a 6 party or otherwise relating to or affecting any of its assets, properties or operations. Section 2.15 Employee Plans. Schedule 2.15 lists every pension, savings, retirement, severance health, insurance or other employee benefit plan (collectively referred to herein as the "Plans") which MBYTF maintains, or has any obligation to contribute to and MBYTF is in compliance with such Plans. Section 2.16 Insurance. Schedule 2.16 lists the insurance and the aggregate coverage amount and type and generally applicable deductibles of all policies of title, liability, fire, casualty, business interruption, workers' compensation, disability and other forms of insurance insuring the properties, assets and operations of the business of MBYTF. Section 2.17 Labor Matters. MBYTF is not a party to any outstanding employment agreements or contracts with officers, directors or employees that are not terminable at will, or that provide for the payment of any bonus or commission. Section 2.18 Related Party Transactions. Except as set forth on Schedule 2.18, no shareholder or affiliate of MBYTF has borrowed any moneys from or has outstanding any indebtedness or other similar obligations to MBYTF. Except as set forth in Schedule 2.18, no shareholder or affiliate of MBYTF, nor any officer or employee of any of them owns any direct or indirect interest of any kind in, or controls or is a director, officer, employee or partner of, or consultant to, or lender to or borrower from or has the right to participate in the profits of, any person which is (a) a competitor, supplier, customer, landlord, tenant, creditor or debtor of MBYTF, (b) engaged in a business related to the business of MBYTF, or (c) a participant in any transaction to which MBYTF is a party or is a party to any contract with MBYTF. Section 2.19 Banks. Schedule 2.19 contains a complete and correct list of the names and locations of all banks in which MBYTF has accounts or safe deposit boxes and the names of all persons authorized to draw thereon or to have access thereto. Except as set forth on Schedule 2.19, no person holds a power of attorney to act on behalf of MBYTF. Section 2.20 Disclosure. This Agreement, the schedules hereto and any certificate attached hereto are delivered in accordance with the terms hereby or on behalf of MBYTF in connection with the transactions contemplated by this Agreement, when taken together, do not contain any untrue statement of a material fact or omit any material fact necessary in order to make the statements contained herein and/or therein is not misleading. Section 2.21 Survival. Each of the representations and warranties set forth in this Article II shall be deemed represented and made by MBYTF at the Closing as if made at such time and shall survive the Closing for a period terminating on the second anniversary of the date of this Agreement. 7 ARTICLE III REPRESENTATIONS AND WARRANTIES OF CIEC AND SHAREHOLDERS CIEC, XHT (for itself and as attorney for HFT) and each of the SHAREHOLDERS, jointly and severally, represent, warrant and agree as follows: Section 3.1 Corporate Organization. a. CIEC is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware and has all requisite corporate power and authority to own its properties and assets and to conduct its business as now conducted and is duly qualified to do business in good standing in each jurisdiction in where the nature of the business conducted by CIEC or the ownership or leasing of its properties makes such qualification and being in good standing necessary, except where the failure to be so qualified and in good standing will not have a material adverse effect on the business, operations, properties, assets, condition or results of operation of CIEC (a "CIEC Material Adverse Effect"). b. Copies of the Certificate of Incorporation and By-laws of CIEC, with all amendments thereto to the date hereof, have been furnished to MBYTF, and such copies are accurate and complete as of the date hereof. The minute books of CIEC are current as required by law, contain the minutes of all meetings of the Board of Directors of CIEC, and committees of the Board of Directors of CIEC from the date of incorporation to the date of this Agreement, and adequately reflect all material actions taken by the Board of Directors and committees of the Board of Directors of CIEC. Section 3.2 Capitalization of CIEC; Title to the CIEC Shares. On the Closing Date, immediately before the transactions to be consummated pursuant to this Agreement, CIEC shall have authorized (a) Sixty Million (60,000,000) CIEC Shares, of which 9,970,000 CIEC Shares will be issued and outstanding, and (b) One Million (1,000,000) shares of Preferred Stock, par value .001 per share, none of which shares shall be issued and outstanding. The CIEC Shares are the sole outstanding shares of capital stock of CIEC, and there are no outstanding options, warrants, agreements, commitments, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire any shares of capital stock or any un-issued or treasury shares of capital stock of CIEC. Section 3.3 Subsidiaries and Equity Investments. a. Schedule 3.3 sets forth: (i) the name of each corporation of which CIEC will own at the date of Closing, directly or indirectly, shares of capital stock having in the aggregate 10% or more of the total combined voting power of the issued and outstanding shares of capital stock entitled to vote generally in 8 the election of directors of such corporation (hereinafter referred to collectively as "Subsidiaries" and individually as a "Subsidiary") (ii) the name of each corporation, partnership, joint venture or other entity (other than the Subsidiaries) in which CIEC has, or pursuant to any agreement has the right to acquire at any time by any means, directly or indirectly, an equity interest or investment; (iii) in the case of each of such corporations described in clauses (i) and (ii) above, (A) the jurisdiction of incorporation, (B) the capitalization thereof and the percentage of each class of capital voting stock owned by CIEC, (C) a description of any contractual limitations on the holder's ability to vote or alienate such securities, (D) a description of any outstanding options or other rights to acquire securities of such corporation, and (E) a description of any other contractual provision to which CIEC is subject which would materially limit or impair any of CIEC's ownership of such entity or interest or its ability to effectively exercise the full rights of ownership of such entity or interest; and (iv) in the case of each of such unincorporated entities, information substantially equivalent to that provided pursuant to clause (iii) above with regard to corporate entities. b. Each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to own its properties and assets and to conduct its business as now conducted. Each Subsidiary is duly qualified to do business as a foreign corporation in every jurisdiction in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary and is duly qualified to do business in good standing in each jurisdiction in which the nature of the business conducted by it or the ownership or leasing of its properties makes such qualification and being in good standing necessary, except where the failure to be so qualified and in good standing will not have a material adverse effect on the business, operations, properties, assets, condition or results of operation of CIEC. All the outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable. CIEC owns of record and beneficially such amounts of securities of the Subsidiaries as are identified in Schedule 3.3 hereto and, aside from the items identified in Schedule 3.3, CIEC owns such securities free and clear of any liens, claims, charges, security interests or other legal or equitable encumbrances, limitations or restrictions. There are no outstanding options, warrants, agreements, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire any issued or unissued shares of capital stock of any Subsidiary. Section 3.4 Authorization and Validity of Agreements. CIEC has all corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by CIEC and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action and no other corporate proceedings on the part 9 of CIEC are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by each SHAREHOLDER which is not a natural person ("Entity Shareholder") and the consummation of the transactions contemplated hereby by each Entity Shareholder have been duly authorized by all necessary action by the Entity Shareholder and no other proceedings on the part of CIEC or any SHAREHOLDER are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. Section 3.5 No Conflict or Violation. Except as otherwise set forth on Schedule 3.5, the execution, delivery and performance of this Agreement by CIEC or any SHAREHOLDER does not and will not violate or conflict with any provision of the constituent documents of CIEC, and does not and will not violate any provision of law, or any order, judgment or decree of any court or other governmental or regulatory authority, nor violate, result in a breach of or constitute (with due notice or lapse of time or both) a default under or give to any other entity any right of termination, amendment, acceleration or cancellation of any contract, lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which CIEC is a party or by which it is bound or to which any of its respective properties or assets is subject, nor result in the creation or imposition of any lien, charge or encumbrance of any kind whatsoever upon any of the properties or assets of CIEC, nor result in the cancellation, modification, revocation or suspension of any of the licenses, franchises, permits to which CIEC is bound. Section 3.6 CIEC Financial Statements. CIEC has heretofore furnished to MBYTF audited financial statements of (a) XHT as of December 31, 2004 and for the years ended December 31, 2004 and 2003; (b) HFT as of and for the year ended December 31, 2003; and (c) CIEC as of January 31, 2005 and for the period from January 13, 2005 (inception) to January 31, (collectively, the "CIEC Financial Statements"). The CIEC Financial Statements, including the notes thereto: a. were prepared in accordance with United States generally accepted accounting principles ("US GAAP"); and b. present fairly, in all material respects, the financial position, results of operations and changes in financial position of XHT, HFT and CIEC as of the dates and for the periods indicated. Section 3.7. Absence of Certain Changes or Events. Since December 31, 2004, and except: i. as contemplated by this Agreement; or ii. as set forth on Schedule 3.7: a. CIEC, XHT and HFT have operated in the ordinary course of business consistent with past practice and there has not been any material adverse change in the assets, properties, business, operations, 10 prospects, net income or condition, financial or otherwise of either. CIEC does not know or has reason to know of any event, condition, circumstance or prospective development which threatens or may threaten to have a material adverse effect on the assets, properties, operations, prospects, net income or financial condition of CIEC, XHT or HFT; b. There has not been any substantive change in any method of accounting or accounting practice of CIEC, XHT or HFT; c. there have not been any declaration, setting aside or payment of dividends or distributions with respect to shares of capital stock of CIEC, XHT or HFT or any redemption, purchase or other acquisition of any capital stock of CIEC, XHT or HFT or any other of their securities; and d. there has not been any increase in the compensation payable or to become payable to any director, officer or employee of CIEC, XHT or HFT other than pursuant to employment agreements or consistent with prior past practices. Section 3.8 Tax Matters. All returns, reports, or information return or other document (including any relating or supporting information) required to be filed before the Closing in respect of CIEC, XHT and HFT have been filed, and each has paid, accrued or otherwise adequately reserved for the payment of all Taxes required to be paid in respect of the periods covered by such returns and has adequately reserved for the payment of all Taxes with respect to periods ended on or before the Closing for which tax returns have not yet been filed. To the best of the knowledge of XHT and the SHAREHOLDERS, there are no outstanding or contingent tax liabilities for incorrect treatment of income and expenses of CIEC, XHT or HFT. Neither CIEC, XHT, nor HFT has (a) waived any statute of limitations; (b) agreed to any extension of the period for assessment or collection; or (c) executed or filed any power of attorney with respect to any Taxes, which waiver, agreement or power of attorney is currently in force. Section 3.9 Absence of Undisclosed Liabilities. Except as set forth on Schedule 3.9, neither CIEC, XHT nor HFT have any indebtedness or liability, absolute or contingent, known or unknown, which is not shown or provided for on the balance sheet of XHT as of December 31, 2004 other than liabilities incurred or accrued in the ordinary course of business since December 31, 2004. Except as shown in such balance sheet or in the notes to the CIEC Financial Statements, neither CIEC, XHT nor HFT are directly or indirectly liable upon or with respect to (by discount, repurchase agreements or otherwise), or obligated in any other way to provide funds in respect of, or to guarantee or assume, any debt, obligation or dividend of any person, except endorsements in the ordinary course of business in connection with the deposit of items for collection. Section 3.10 Interests in Real Property. HFT owns all real property 11 purported to be owned by it as of the date hereof, in each case free and clear of all liens, except for those liens described in Schedule 3.10. Section 3.11 Compliance with Law. The operations of CIEC, XHT and HFT have been conducted in accordance with all applicable laws, regulations, orders and other requirements of all courts and other governmental or regulatory authorities having jurisdiction over CIEC, XHT, HFT and their assets, properties and operations, including, without limitation, all such laws, regulations, orders and requirements promulgated by or relating to consumer protection, equal opportunity, health, environmental protection, architectural barriers to the handicapped, fire, zoning and building and occupation safety, except where such non-compliance would not have a CIEC Material Adverse Effect. Neither CIEC, XHT nor HFT have received notice of any violation of any such law, regulation, order or other legal requirement, and is not in default with respect to any order, writ, judgment, award, injunction or decree of any national, state or local court or governmental or regulatory authority or arbitrator, domestic or foreign, applicable to CIEC, XHT or HFT or any of their assets, properties or operations. Section 3.12 Litigation. Except as disclosed in Schedule 3.12, there are no claims, actions, suits, proceedings, labor disputes or investigations pending or, to the best of the CIEC'S knowledge, threatened before any federal, state or local court or governmental or regulatory authority, domestic or foreign, or before any arbitrator of any nature, brought by or against CIEC, XHT, HFT or any of their officers, directors, employees, agents or affiliates involving, affecting or relating to any assets, properties or operations of CIEC, XHT or HFT or the transactions contemplated by this Agreement, nor is any basis known to CIEC for any such action, suit, proceeding or investigation. Schedule 3.12 sets forth a list and a summary description of all such pending actions, suits, proceedings, disputes or investigations. Neither CIEC, XHT, HFT, nor any of their assets or properties is subject to any order, writ, judgment, award, injunction or decree of any federal, state or local court or governmental or regulatory authority or arbitrator, that would have a CIEC Material Adverse Effect on its assets, properties, operations, prospects, net income or financial condition or which would or might interfere with the transactions contemplated by this Agreement. Section 3.13 Investment Intent. The MBYTF Shares will be acquired hereunder solely for the account of the SHAREHOLDERS, for investment, and not with a view to the resale or distribution thereof. Section 3.14 Disclosure. This Agreement, the schedules hereto and any certificate attached hereto or delivered in accordance with the terms hereby by or on behalf of CIEC or the SHAREHOLDERS in connection with the transactions contemplated by this Agreement, when taken together, do not contain any untrue statement of a material fact or omit any material fact necessary in order to make the statements contained herein and/or therein not misleading. Section 3.15 Survival. Each of the representations and warranties set forth in this Article III shall be deemed represented and made by CIEC and the SHAREHOLDERS at the Closing as if made at such time and shall survive the Closing for a period terminating on the second anniversary. 12 ARTICLE IV COVENANTS Section 4.1 Certain Changes and Conduct of Business. a. From and after the date of this Agreement and until the Closing Date, MBYTF shall conduct its business solely in the ordinary course consistent with past practices and, in a manner consistent with all representations, warranties or covenants of MBYTF, and without the prior written consent of CIEC will not, except as required or permitted pursuant to the terms hereof: i. make any material change in the conduct of its businesses and/or operations or enter into any transaction other than in the ordinary course of business consistent with past practices; ii. make any change in its Articles of Incorporation or By-laws; issue any additional shares of capital stock or equity securities or grant any option, warrant or right to acquire any capital stock or equity securities or issue any security convertible into or exchangeable for its capital stock or alter in any material term of any of its outstanding securities or make any change in its outstanding shares of capital stock or its capitalization, whether by reason of a reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, stock dividend or otherwise; iii. A. incur, assume or guarantee any indebtedness for borrowed money, issue any notes, bonds, debentures or other corporate securities or grant any option, warrant or right to purchase any thereof, except pursuant to transactions in the ordinary course of business consistent with past practices; or B. issue any securities convertible or exchangeable for debt or equity securities of MBYTF; iv. make any sale, assignment, transfer, abandonment or other conveyance of any of its assets or any part thereof, except pursuant to transactions in the ordinary course of business consistent with past practice; v. subject any of its assets, or any part thereof, to any lien or suffer such to be imposed other than such liens as may arise in the 13 ordinary course of business consistent with past practices by operation of law which will not have an MBYTF Material Adverse Effect; vi. acquire any assets, raw materials or properties, or enter into any other transaction, other than in the ordinary course of business consistent with past practices; vii. enter into any new (or amend any existing) employee benefit plan, program or arrangement or any new (or amend any existing) employment, severance or consulting agreement, grant any general increase in the compensation of officers or employees (including any such increase pursuant to any bonus, pension, profit-sharing or other plan or commitment) or grant any increase in the compensation payable or to become payable to any employee, except in accordance with pre-existing contractual provisions or consistent with past practices; viii. make or commit to make any material capital expenditures; ix. pay, loan or advance any amount to, or sell, transfer or lease any properties or assets to, or enter into any agreement or arrangement with, any of its affiliates; x. guarantee any indebtedness for borrowed money or any other obligation of any other person; xi. fail to keep in full force and effect insurance comparable in amount and scope to coverage maintained by it (or on behalf of it) on the date hereof; xii. take any other action that would cause any of the representations and warranties made by it in this Agreement not to remain true and correct in all material aspect; xiii. make any material loan, advance or capital contribution to or investment in any person; xiv. make any material change in any method of accounting or accounting principle, method, estimate or practice; xv. settle, release or forgive any claim or litigation or waive any right; xvi. commit itself to do any of the foregoing. 14 b. From and after the date of this Agreement, each of CIEC, XHT and HFT will: 1. continue to maintain, in all material respects, its properties in accordance with present practices in a condition suitable for its current use; 2. file, when due or required, federal, state, foreign and other tax returns and other reports required to be filed and pay when due all taxes, assessments, fees and other charges lawfully levied or assessed against it, unless the validity thereof is contested in good faith and by appropriate proceedings diligently conducted; 3. continue to conduct its business in the ordinary course consistent with past practices; 4. keep its books of account, records and files in the ordinary course and in accordance with existing practices; and 5. continue to maintain existing business relationships with suppliers. Section 4.2 Access to Properties and Records. CIEC shall afford MBYTF'S accountants, counsel and authorized representatives, and MBYTF shall afford to CIEC'S accountants, counsel and authorized representatives full access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement) to all of such parties' properties, books, contracts, commitments and records and, during such period, shall furnish promptly to the requesting party all other information concerning the other party's business, properties and personnel as the requesting party may reasonably request, provided that no investigation or receipt of information pursuant to this Section 4.2 shall affect any representation or warranty of or the conditions to the obligations of any party. Section 4.3 Negotiations. From and after the date hereof until the earlier of the Closing or the termination of this Agreement, no party to this Agreement nor its officers or directors (subject to such director's fiduciary duties) nor anyone acting on behalf of any party or other persons shall, directly or indirectly, encourage, solicit, engage in discussions or negotiations with, or provide any information to, any person, firm, or other entity or group concerning any merger, sale of substantial assets, purchase or sale of shares of capital stock or similar transaction involving any party. A party shall promptly communicate to any other party any inquiries or communications concerning any such transaction which they may receive or of which they may become aware of. Section 4.4 Consents and Approvals. The parties shall: 15 i. use their reasonable commercial efforts to obtain all necessary consents, waivers, authorizations and approvals of all governmental and regulatory authorities, domestic and foreign, and of all other persons, firms or corporations required in connection with the execution, delivery and performance by them of this Agreement; and ii. diligently assist and cooperate with each party in preparing and filing all documents required to be submitted by a party to any governmental or regulatory authority, domestic or foreign, in connection with such transactions and in obtaining any governmental consents, waivers, authorizations or approvals which may be required to be obtained connection in with such transactions. Section 4.5 Public Announcement. Unless otherwise required by applicable law, the parties hereto shall consult with each other before issuing any press release or otherwise making any public statements with respect to this Agreement and shall not issue any such press release or make any such public statement prior to such consultation. Section 4.6 Stock Issuance. From and after the date of this Agreement until the Closing Date, neither MBYTF, CIEC, XHT nor HFT shall issue any additional shares of its capital stock, except as described in MBYTF's stock option agreement with Mark Smith. Section 4.7 Notwithstanding anything to the contrary contained herein, it is herewith understood and agreed that both CIEC and MYBTF may enter into and conclude agreements and/or financing transactions as same relate to and/or are contemplated by any separate written agreements either: (a) annexed hereto as exhibits; or (b) entered into by MBYTF with CIEC executed by both parties subsequent to the date hereof. These Agreements shall become, immediately upon execution, part of this Agreement and subject to all warranties, representations and conditions contained herein. ARTICLE V CONDITIONS TO OBLIGATIONS OF CIEC ANF SHAREHOLDERS The obligations of CIEC and the SHAREHOLDERS to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before the Closing Date, of the following conditions, any one or more of which may be waived by both CIEC and the SHAREHOLDERS in their sole discretion: Section 5.1 Representations and Warranties of MBYTF. All representations and warranties made by MBYTF in this Agreement shall be true and correct on and as of the Closing Date as if again made by MBYTF as of such date. 16 Section 5.2 Agreements and Covenants. MBYTF shall have performed and complied in all material respects to all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date. Section 5.3 Consents and Approvals. Consents, waivers, authorizations and approvals of any governmental or regulatory authority, domestic or foreign, and of any other person, firm or corporation, required in connection with the execution, delivery and performance of this Agreement shall be in full force and effect on the Closing Date. Section 5.4 No Violation of Orders. No preliminary or permanent injunction or other order issued by any court or governmental or regulatory authority, domestic or foreign, nor any statute, rule, regulation, decree or executive order promulgated or enacted by any government or governmental or regulatory authority, which declares this Agreement invalid in any respect or prevents the consummation of the transactions contemplated hereby, or which materially and adversely affects the assets, properties, operations, prospects, net income or financial condition of MBYTF shall be in effect; and no action or proceeding before any court or governmental or regulatory authority, domestic or foreign, shall have been instituted or threatened by any government or governmental or regulatory authority, domestic or foreign, or by any other person, or entity which seeks to prevent or delay the consummation of the transactions contemplated by this Agreement or which challenges the validity or enforceability of this Agreement. Section 5.5 Return of MBYTF Shares by Warner Technology and Investments Corp. Warner Technology and Investment Corp. ("Warner") shall have surrendered to MBYTF for cancellation, a certificate or certificates for an aggregate of 126,446,065 MBYTF Shares so that after such transfer, Warner shall own 12,800,000 MBYTF Shares. Section 5.6 Other Closing Documents. CIEC shall have received such other certificates, instruments and documents in confirmation of the representations and warranties of MBYTF or in furtherance of the transactions contemplated by this Agreement as CIEC or its counsel may reasonably request. ARTICLE VI CONDITIONS TO OBLIGATIONS OF MBYTF The obligations of MBYTF to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before the Closing Date, of the following conditions, any one or more of which may be waived by MBYTF in its sole discretion,. Section 6.1 Representations and Warranties of CIEC. All representations and warranties made by CIEC in this Agreement shall be true and correct on and as of the Closing Date as if again made by CIEC on and as of such date. 17 Section 6.2 Agreements and Covenants. CIEC shall have performed and complied in all material respects to all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date. Section 6.3 Consents and Approvals. All consents, waivers, authorizations and approvals of any governmental or regulatory authority, domestic or foreign, and of any other person, firm or corporation, required in connection with the execution, delivery and performance of this Agreement, shall have been duly obtained and shall be in full force and effect on the Closing Date. Section 6.4 No Violation of Orders. No preliminary or permanent injunction or other order issued by any court or other governmental or regulatory authority, domestic or foreign, nor any statute, rule, regulation, decree or executive order promulgated or enacted by any government or governmental or regulatory authority, domestic or foreign, that declares this Agreement invalid or unenforceable in any respect or which prevents the consummation of the transactions contemplated hereby, or which materially and adversely affects the assets, properties, operations, prospects, net income or financial condition of MBYTF, taken as a whole, shall be in effect; and no action or proceeding before any court or government or regulatory authority, domestic or foreign, shall have been instituted or threatened by any government or governmental or regulatory authority, domestic or foreign, or by any other person, or entity which seeks to prevent or delay the consummation of the transactions contemplated by this Agreement or which challenges the validity or enforceability of this Agreement. Section 6.5. Filing of Form 8-K and Payment of Fee to American Union Securities, Inc. MBYTF shall have filed a Current Report on Form 8-K with the Securities and Exchange Commission to report the acquisition of CIEC and American Union Securities, Inc. ("AUS") shall have received a fee from HFT in the amount of $100,000 prior to the filing by MBYTF of the Form 8-K referred to in this sentence (the "8-K Fee"). Section 6.6. Other Closing Documents. MBYTF shall have received such other certificates, instruments and documents in confirmation of the representations and warranties of CIEC or in furtherance of the transactions contemplated by this Agreement as MBYTF or its counsel may reasonably request. ARTICLE VII TERMINATION AND ABANDONMENT SECTION 7.1 Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: a. By the mutual written consent of SHAREHOLDERS, CIEC and MBYTF; 18 b. By MBYTF, upon a material breach of any representation, warranty, covenant or agreement on the part of CIEC or the SHAREHOLDERS set forth in this Agreement, or if any representation or warranty of CIEC or the SHAREHOLDERS shall become untrue, in either case such that any of the conditions set forth in Article VI hereof would not be satisfied (a "CIEC Breach"), and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; c. By CIEC, upon a material breach of any representation, warranty, covenant or agreement on the part of MBYTF set forth in this Agreement, or, if any representation or warranty of MBYTF shall become untrue, in either case such that any of the conditions set forth in Article V hereof would not be satisfied (a "MBYTF Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; d. By either MBYTF or CIEC, if the Closing shall not have consummated before ninety (90) days after the date hereof; provided, however, that this Agreement may be extended by written notice of either CIEC or MBYTF, if the Closing shall not have been consummated as a result of MBYTF or CIEC having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 7.1(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By either CIEC or MBYTF if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement. Section 7.2 Procedure Upon Termination. In the event of termination and abandonment of this Agreement by CIEC or MBYTF pursuant to Section 7.1, written notice thereof shall forthwith be given to the other parties and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action. If this Agreement is terminated as provided herein, no party to this Agreement shall have any liability or further obligation to any 19 other party to this Agreement; provided, however, that no termination of this Agreement pursuant to this Article VII shall relieve any party of liability for a breach of any provision of this Agreement occurring before such termination. ARTICLE VIII POST-CLOSING AGREEMENTS Section 8.1 Consistency in Reporting. Each party hereto agrees that if the characterization of any transaction contemplated in this agreement or any ancillary or collateral transaction is challenged, each party hereto will testify, affirm and ratify that the characterization contemplated in such agreement was the characterization intended by the party; provided, however, that nothing herein shall be construed as giving rise to any obligation if the reporting position is determined to be incorrect by final decision of a court of competent jurisdiction. Section 8.2 Indemnification. a. Obligation of MBYTF to Indemnify. MBYTF hereby agrees to indemnify, defend and hold harmless CIEC, XHT, HFT, the SHAREHOLDERS and their respective directors, officers, equity holders, agents, affiliates, successors and permitted assigns or each of them from and against, and shall pay and/or reimburse the foregoing persons for, any and all losses, liabilities, claims, obligations, damages and costs and expenses (including reasonable attorneys' fees and disbursements and other costs incurred or sustained by an Indemnitee (as defined below) in connection with the investigation, defense or prosecution of any such claim or any action or proceeding between the Indemnitee and the Indemnifying Party (as defined below) or between the Indemnitee and any third party or otherwise), whether or not involving a third-party claim (collectively, "Losses"), relating to or arising out of the breach of any representation, warranty, covenant or agreement of MBYTF hereunder. b. Obligation of CIEC, XHT to Indemnify. CIEC, XHT and the SHAREHOLDERS shall jointly and severally indemnify, defend and hold harmless MBYTF and its directors, officers, shareholders, agents, affiliates, successors and permitted assigns from and against, and shall pay and/or reimburse the foregoing persons for, any and all Losses relating to or arising out of the breach of any representation, warranty, covenant or agreement of CIEC or the SHAREHOLDERS contained in this Agreement. c. Notice to Indemnifying Party. If any party (the "Indemnitee") receives notice of any claim or the commencement of any action or proceeding with respect to which the other party (or parties) is obligated to provide indemnification (the "Indemnifying Party") pursuant to Sections 8.2(a) or 8.2(b) hereof, the Indemnitee shall give the Indemnifying Party written notice thereof within a reasonable period of time following the Indemnitee's receipt of such notice. Such notice shall describe the claim in reasonable detail 20 and shall indicate the amount (estimated if necessary) of the Losses that have been or may be sustained by the Indemnitee. The Indemnifying Party may, subject to the other provisions of this Section 8.2(c), compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, any such matter involving the asserted liability of the Indemnitee in respect of a third-party claim. If the Indemnifying Party elects to compromise or defend such asserted liability, it shall within thirty (30) days (or sooner, if the nature of the asserted liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee, shall reasonably cooperate, at the request and reasonable expense of the Indemnifying Party, in the compromise of, or defense against, such asserted liability. The Indemnifying Party will not be released from any obligation to indemnify the Indemnitee hereunder with respect to a claim without the prior written consent of the Indemnitee, unless the Indemnifying Party delivers to the Indemnitee a duly executed agreement settling or compromising such claim with no monetary liability to or injunctive relief against the Indemnitee and a complete release of the Indemnitee with respect thereto. The Indemnifying Party shall have the right to conduct and control the defense of any third-party claim made for which it has been provided notice hereunder. All costs and fees incurred with respect to any such claim will be borne by the Indemnifying Party. The Indemnitee will have the right to participate, but not control, at its own expense, the defense or settlement of any such claim; provided, that if the Indemnitee and the Indemnifying Party shall have conflicting claims or defenses, the Indemnifying Party shall not have control of such conflicting claims or defenses and the Indemnitee shall be entitled to appoint a separate counsel for such claims and defenses at the cost and expense of the Indemnifying Party. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are reasonably required for such defense. d. Adjustment to Indemnification. Notwithstanding anything contained in this Section 8.2 to the contrary, no Indemnifying Party will be obligated to indemnify an Indemnitee and hold it harmless from and against any punitive, consequential or indirect damages, or any asserted or established claim for any damages which provides for recovery based on any multiple of losses, multiple of lost profits or multiple of lost anticipated profits. The determination of any loss for which indemnification may be claimed under this Section 8.2 shall be net of any tax (or other) benefit derived, insurance proceeds or third party reimbursement received or recoverable (but adjusted for any tax incurred as a result of the receipt of such amounts) by the party bearing such liability, claim, lien, encumbrance, charge, fine or penalty as a result thereof. The sole remedy of the parties hereto for any and all claims of the nature described in this Section 8.2 hereof shall be the indemnity set forth in such section. 21 e. No Derivative Obligations. Each party acknowledges and agrees that the obligation to indemnify pursuant to this Section 8.2 shall be borne solely by t 6 12 the parties named in this agreement. No officer, director, employee or agent of any party to this agreement will be t 6 12 liable to indemnify any other party with respect to any Losses. Nor shall any officer, director, employee or agent of a party be otherwise liable for any breach of any term of this agreement, except in the event that the officer, director, employee or agent is found to have committed fraud in connection with this agreement that results in a party incurring Losses. ARTICLE IX MISCELLANEOUS PROVISIONS Section 9.1 Survival of Provisions. The respective representations, warranties, covenants and agreements of each of the parties to this Agreement (except covenants and agreements which are expressly required to be performed and are performed in full on or before the Closing Date) shall survive the Closing Date and the consummation of the transactions contemplated by this Agreement, subject to Sections 2.21, 3.15 and 8.2. In the event of a breach of any of such representations, warranties or covenants, the party to whom such representations, warranties or covenants have been made shall have all rights and remedies for such breach available to it under the provisions of this Agreement or otherwise, whether at law or in equity, regardless of any disclosure to, or investigation made by or on behalf of such party on or before the Closing Date. Section 9.2 Publicity. No party shall cause the publication of any press release or other announcement with respect to this Agreement or the transactions contemplated hereby without the consent of the other parties, unless a press release or announcement is required by law. If any such announcement or other disclosure is required by law, the disclosing party agrees to give the non-disclosing parties prior notice and an opportunity to comment on the proposed disclosure. Section 9.3 Successors and Assigns. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and assigns; provided, however, that no party shall assign or delegate any of the obligations created under this Agreement without the prior written consent of the other parties. Section 9.4 Investment Bankers, Financial Advisors, Brokers and Finders. a. CIEC represents and warrants to MBYTF that it has not employed the services of a broker or finder in connection with this Agreement or any of the transactions contemplated hereby. b. CIEC represents and warrants to MBYTF that, except for its retention of American Union Securities, Inc., it has not employed the services of an investment banker, financial advisor, broker and finder in 22 connection with this Agreement and transaction. CIEC acknowledges and agrees that CIEC is solely responsible for all fees of CIEC, XHT and HFT in connection herewith and therewith. Section 9.5 Fees and Expenses. Except as otherwise expressly provided in this Agreement, all legal and other fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees, costs or expenses. Section 9.6 Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been given or made if in writing and delivered personally or sent by registered or certified mail (postage prepaid, return receipt requested) to the parties at the following addresses: If to CIEC, XHT or HFT, to: Mr. Li Yuan Qing Heng Xing Technology Group Development Limited, and Shenzhen Hengtaifeng Technology Co., Ltd. No. 5 Floor 6, Block A Skyworth Building Hi-tech Industrial Park Nanshan District Shenzhen 518057 P.R. China with a copy to: American Union Securities, Inc. 100 Wall Street, 15th Floor New York, New York 10005 Fax: 212-785-5867 If to MBYTF, to: Moving Bytes Inc. 100 Wall Street, 15th Floor New York, New York 10005 Attn: Huakang Zhou Fax: 212-785-5867 or to such other persons or at such other addresses as shall be furnished by any party by like notice to the others, and such notice or communication shall be deemed to have been given or made as of the date so delivered or mailed. No change in any of such addresses shall be effective insofar as notices under this 23 Section 9.6 are concerned unless such changed address is located in the United States of America and notice of such change shall have been given to such other party hereto as provided in this Section 9.6. Section 9.7 Entire Agreement. This Agreement, together with the exhibits hereto, represents the entire agreement and understanding of the parties with reference to the transactions set forth herein and no representations or warranties have been made in connection with this Agreement other than those expressly set forth herein or in the exhibits, certificates and other documents delivered in accordance herewith. This Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings and agreements between the parties relating to the subject matter of this Agreement and all prior drafts of this Agreement, all of which are merged into this Agreement. No prior drafts of this Agreement and no words or phrases from any such prior drafts shall be admissible into evidence in any action or suit involving this Agreement. Section 9.8 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible so as to be valid and enforceable. Section 9.9 Titles and Headings. The Article and Section headings contained in this Agreement are solely for convenience of reference and shall not affect the meaning or interpretation of this Agreement or of any term or provision hereof. Section 9.10 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement. Section 9.11 Convenience of Forum; Consent to Jurisdiction. The parties to this Agreement, acting for themselves and for their respective successors and assigns, without regard to domicile, citizenship or residence, hereby expressly and irrevocably elect as the sole judicial forum for the adjudication of any matters arising under or in connection with this Agreement, and consent and subject themselves to the jurisdiction of, the courts of the State of New York located in County of New York, and/or the United States District Court for the Southern District of New York, in respect of any matter arising under this Agreement. Service of process, notices and demands of such courts may be made upon any party to this Agreement by personal service at any place where it may be found or giving notice to such party as provided in Section 9.6. Section 9.12 Enforcement of the Agreement. The parties hereto agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an 24 injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereto, this being in addition to any other remedy to which they are entitled at law or in equity. Section 9.13 Governing Law. This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the State of New York without giving effect to the choice of law provisions thereof. ARTICLE X ESCROW PROVISIONS Section 10.1 Escrow Agent. MBYTF, CIEC and the SHAREHOLDERS hereby appoint Escrow Agent as escrow agent for the CIEC Shares and the MBYTF Shares in accordance with the terms and conditions set forth herein, and the Escrow Agent hereby accepts such appointment. (a) In the event that the CIEC Shares, the MBYTF Shares and the 8-K Fee are all not received by the Escrow Agent by November 15, 2005, the Escrow Agent shall have no obligation to accept any further documents hereunder, Escrow Agent shall promptly deliver the CIEC Shares back to the SHAREHOLDERS and the MBYTF Shares back to MBYTF and this Agreement shall be deemed to have been rescinded. If the Escrow Agent receives all of the CIEC Shares, the MBYTF Shares and the 8-K Fee, together with a letter signed by each of CIEC and MBYTF to the effect that all of the conditions for Closing have either been satisfied or validly waived, then the Escrow Agent shall deliver the CIEC Shares to MBYTF, the Form 8-K Fee to AUS and the MYBTF Share certificates to the appropriate SHAREHOLDERS. (b) Escrow Agent shall have no duties or responsibilities other than those expressly set forth herein. Escrow Agent shall have no duty to enforce any obligation of any person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any person to perform any other act. Escrow Agent shall be under no liability to the other parties hereto, or to anyone else, by reason of any failure, on the part of any party hereto or any maker, guarantor, endorser or other signatory of any document or any other person, to perform such person's obligations under any such document. Except for amendments to this Agreement relating to escrowed items, the Escrow Agent shall not be obligated to recognize any agreement between any and all of the persons referred to herein, notwithstanding that references hereto may be made herein and whether or not it has knowledge thereof. (c) Escrow Agent shall not be liable to any party or anyone else for any action taken, or omitted to be taken by it, or any action suffered by it to be taken or omitted, in good faith and acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report, or 25 other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained), which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall not be bound by any of the terms thereof, unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall give its prior written consent thereto. (d) Escrow Agent shall not be responsible for the sufficiency or accuracy of the form, or of the execution, validity, value or genuineness of, any document or property received, held or delivered by it hereunder, or of any signature or endorsement thereon, or for any lack of endorsement thereon, or for any description therein; nor shall the Escrow Agent be responsible or liable to the other parties hereto or to anyone else in any respect on account of the identity, authority or rights, of the person executing or delivering or purporting to execute or deliver any document or property or this agreement. The Escrow Agent shall have no responsibility with respect to the use or application of any funds or other property paid or delivered by the Escrow Agent to the Company pursuant to the provisions hereof. (d) Escrow Agent shall have the right to assume, in the absence of written notice to the contrary from the proper person or persons, that a fact or an event, by reason of which an action would or might be taken by the Escrow Agent, does not exist or has not occurred, without incurring liability to the other parties hereto or to anyone else for any action taken or omitted, or any action suffered by it to betaken or omitted, in good faith and in the exercise of its own best judgment, in reliance upon such assumption. (e) Escrow Agent will be indemnified and held harmless by CIEC and MBYTF from and against all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or proceeding involving any claim, or in connection with any claim or demand, which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent hereunder, except for claims relating to willful misconduct or gross negligence by Escrow Agent or breach of this Agreement by Escrow Agent, or the monies or other property held by it hereunder. 26 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. CHINA INTERNATIONAL ENTERPRISES CORP. By:____________________ Li Yuan Qing Title: Chief Executive Officer HENG XING TECHNOLOGY GROUP DEVELOPMENT LIMITED By: ________________________ Title: ________________________ - -------------------------- Li Yuan Qing - ------------------------- Qiu Zhen Liang - ------------------------ Chen Ling - ------------------------ Wang Ying 27 - ------------------------ Yue Xin - ------------------------- Zhang Yi AMERICAN UNION SECURITIES, INC. By:____________________ John Leo Title: President - -------------------------- John Leo - -------------------------- Liu Ming CRANBERRY HEIGHTS GROUP, LTD. By:____________________ Title: 28 EXHIBIT A Name and Address Number of CIEC Shares Number of MBYTF Shares of SHAREHOLDER Being Exchanged to be Received - -------------- -------------- Li Yuan Qing 5,400,000 345,600,000 Suite 2911-2912, 29th Floor Two International Finance Centre No. 8 Finance Street Central, Hong Kong Qiu Zhen Liang 2,700,000 172,800,000 Building 86-306 Yuanling Xincun Futian District Shenzhen, PRC Chen Ling 900,000 57,600,000 5-402 Chiwei Building South Huaquiang Road Shenzhen, PRC Yue, Xin 250,000 16,000,000 701 East Linden Ave Linden, NJ 07036 Zhang, Yi 100,000 6,400,000 701 East Linden Ave Linden, NJ 07036 American Union Securities, Inc. 300,000 19,200,000 Attn: John Leo 100 Wall Street, 15th Floor New York, New York 10005 John Leo 100,000 6,400,000 American Union 100 Wall Street, 15th Floor New York, NY 10005 29 Cranberry Heights Group Ltd. 200,000 12,800,000 RR3 Box 3087 East Stroudsburg, Pennsylvania 18301 Liu, Ming 20,000 1,280,000 136-14 Northern Blvd. Suite 8E Flushing, New York 11354-6514 30 SCHEDULES 2.2 MBYTF entered into a loan agreement with Huakang Zhou under which MBYTF may borrow up to $50,000 from Mr. Zhou. Pursuant to a Loan Forgiveness and Termination Agreement, the agreement shall be terminated and the indebtedness of MBYTF for all amounts loaned thereunder shall be forgiven. 2.3 None MYBTF does not have any subsidiaries and has no business operations 2.6 None 2.7 None 2.8 None 2.9 On October 22, 2003, MBYTF received a demand notice from USAC for assessed USF fees related to its Business Communications Services business in the amount of $78,531 (the "First USAC assessment)". The First USAC Assessment included fees for the period of September 1, 2003 through September 30, 2003 during which period the Company did not sell any services subject to USF fees. On November 1, 2003 the Company paid the First USAC Assessment in full, inclusive of $50,637 paid directly by ComTech 21, LLC to USAC on behalf of MBI. The Company believes that it is owed a refund by USAC for the period of September 1, 2003 through September 30, 2003. On February 23, 2004, MBYTF received an invoice from USAC for assessed USF fees in the amount of $23,527 for the period of October 1, 2003 through December 31, 2003 (the Second USAC Assessment"). During the period of October 1, 2003 through December 31, 2003, MBI did not sell any services subject to USF fees. The Company believes that it is the policy of USAC to invoice assessments for USF fees for the entire calendar year, irrespective as to whether a company was actually in the business of providing telecommunications services assessable for USF fees for the entire year, and to provide a refund in the third calendar quarter of the following year for any amounts that were assessed incorrectly. Even though MBI did not provide any services subject to USF fees from September 1, 2003 forward it may have been required to pay the Second USAC Assessment and to subsequently apply for a refund. On October 30, 2003, MBYTF entered into a term purchase orders with Focal under which MBYTF became obligated for minimum payments of $3,767 per month through October 30, 2006 and payments of $350 per month on a month to month basis. MBYTF defaulted on payments to Focal. Focal engaged a collection agent to enforce payment under the agreement claiming MBYTF owed Focal $133,198 including interest and collection costs. Excess amounts claimed of $129,502 over amount recorded in accounts payable in 2003 will record as a loss on service agreement in the consolidated statement of operations in 2004. There can be no assurance that Focal will not take legal action to enforce its rights to collect. On June 30, 2004, the Company wound up and dissolved MBYTF. i 2.10 and 2.11 As at December 31, 2004, MBYTF has no operating leases for office premises. 2.12 On February 25, 2005 the Alberta Securities Commission issued a Cease Trade Order (CTO) which declared the trading cease in the securities of Moving Bytes (MBYTF) in Alberta Canada. Immediately following the Alberta decision British Columbia issued a similar CTO. MBYTF had failed to file its interim unaudited financial statements for the periods ending June 30, 2004 and September 30, 2004 within the prescribed time with SEDAR. On March 10, 2005 MBYTF filed all interim reports, on June 28, 2005 the CTO's were revoked. On July 17, 2005 MBYTF was no longer required to be a reporting issuer in Canada. 2.13 Effective September 9, 2003 MBYTF entered into a promissory note with DCA for $12,500 against payment of the final costs under MBYTF's billing agreement with DCA. The promissory note was due October 1, 2003 and included provisions for a payment of up to 4% of the principal amount as a late charge or, plus attorney's fees in the event of any collection action. MBYTF defaulted on the note and on May 26, 2004 DCA received a default judgment against MBYTF in the District Court of Oklahoma County, State of Oklahoma in the amount of $15,386. On September 21, 2004 DCA received a default judgment against MBYTF in the Superior Court, County of Sonoma, State of California to enforce the unpaid District Court of Oklahoma judgment plus reimbursement of filings fees in the amount of $296 and interest in the amount of $76. MBYTF has accrued $15,759 in liabilities from discontinued operations at December 31, 2004 related to DCA. Prior to its dissolution MBYTF did not have sufficient funds to pay the judgment. On June 30, 2004, MBYTF wound up and dissolved. To the extent that DCA takes action to enforce its rights, and is successful in enforcing its rights against MBYTF, there is substantial doubt that MBYTF could carry on as a going concern. See "Material Agreements - Telecommunications Agreements" and "Risk Factors - DCA Litigation". To the best of its knowledge, MBYTF is not subject to any other active or pending legal proceedings or claims against it or any of its properties. However, from time to time, MBYTF may become subject to claims and litigation generally associated with any business venture. 2.14 Options agreements with Mark Smith to purchase 3,000,000 shares at an exercise price of .075 on or before the close of business on October 31, 2005 and Thomas Wharton to purchase 345,000 shares at an exercise price of .03 on or before March 11, 2010. Engagement agreement with accounting firm - Bagell Josephs & Co., LLC, Gibbsboro NJ. Contact Neil Levine, CPA. Tel: 856-346-2828 x120 2.16 None. 2.18 Hua Kang "David" Zhou and John Leo are directors of MBYTF and are direct or indirect participants in this Agreement. 2.19 Bank of America Account 4861-505337 New York, NY Access - John C. Leo and Hua Kang "David" Zhou 3.3 CIEC owns 100% of XHT, a British Virgin Islands corporation; XHT owns 100% of HFT, a corporation formed in Shenzhen Province, China ii 3.5 None 3.7 None 3.10 None 3.12 None iii EX-10.2 3 v024460_ex10-2.txt ALLOCATION AGREEMENT This ALLOCATION AGREEMENT, dated as of August 12, 2005, (the "Agreement") by and among CHINA INTERNATIONAL ENTREPRISES CORP., a Delaware corporation ("CIEC"), WARNER TECHNOLOGY & INVESTMENT CORP., a New Jersey corporation ("Warner"), HUAKANG ZHOU ("Zhou") and AMERICAN UNION SECURITIES, INC., a New York corporation ("AUS" and together with Warner and Zhou, the "Shareholders"). WHEREAS, the Shareholders own an aggregate of 1,800,000 of the issued and outstanding shares of Common Stock, par value $.001 per share, of CIEC (the " CIEC Shares"); WHEREAS, the Shareholders believe it is in their best interest for all of the stockholders of CIEC to exchange their CIEC Shares for Common Shares of Moving Bytes Inc., a Canadian corporation ("MBYTF Shares"), upon the terms and subject to the conditions set forth in a Share Exchange Agreement to be executed by CIEC, the Shareholders and certain other persons who shall become stockholders of CIEC pursuant to this Agreement (the "Transferees"); and WHEREAS, in order to facilitate the Share Exchange Agreement, the Shareholders desire to transfer some of their CIEC Shares to the Transferees in accordance with the terms and conditions of this Agreement and to surrender additional CIEC Shares to CIEC for cancellation. NOW, THEREFORE, in consideration of the mutual terms, conditions and other agreements set forth herein, the parties hereto hereby agree as follows: ARTICLE I EXCHANGE OF SHARES FOR COMMON STOCK Section 1.1 Agreement to Transfer CIEC Shares to Transferees. Simultaneously with the execution of this Agreement, on the terms and subject to the conditions set forth in this Agreement, the Shareholders shall assign, transfer, convey and deliver the number of CIEC Shares to the persons whose names and addresses are set forth in the following table: - ------------------------------------------------------------------------------ Shareholder Number of CIEC Transferred Name and Address of Transferee - ------------------------------------------------------------------------------ AUS 250,000 Yue Xing No. 28 Shuangjinbeili Street, Building 2, Chaoyang District, Beijing, PR China Mailing: 18 Kimberly Court East Hanover, NJ 07936 - ------------------------------------------------------------------------------ AUS 100,000 John Leo 100 Wall Street, 15th Floor New York, New York 10005 - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ Warner 200,000 Cranberry Heights Group, Ltd. RR3 Box 3087 East Stroudsburg, PA 18301 - ------------------------------------------------------------------------------ Warner 20,000 Liu Ming 136-14 Northern Blvd. Suite 8E Flushing, New York 11354-6514 - ------------------------------------------------------------------------------ Warner 100,000 Zhang Yi 333 Huaihaizhonglu Road, Ruian Plaza, 21st Floor, Shanghai, PR China Mailing: 18 Kimberly Court East Hanover, NJ 07936 - ------------------------------------------------------------------------------ Section 1.2 Agreement to Return CIEC Shares to CIEC. Simultaneously with the execution of this Agreement each of Warner and Zhou is surrendering to CIEC for cancellation the number of CIEC Shares set forth opposite its or his name below: - ------------------------------------------------------------------------------ Name of Shareholder Number of CIEC Shares Surrendered for Cancellation - ------------------------------------------------------------------------------ Warner 290,000 - ------------------------------------------------------------------------------ Zhou 540,000 - ------------------------------------------------------------------------------ Section 1.3 Holdings of Shareholders After Transfer and Surrender of CIEC Shares. After the transfers set forth in Sections 1.1 and 1.2 of this Agreement the Shareholders shall own the number of CIEC Shares set forth opposite the name of the Shareholder in the table below: - ------------------------------------------------------------------------------ Name of Shareholder Number of CIEC Shares After Performance of this Agreement - ------------------------------------------------------------------------------ AUS 300,000 - ------------------------------------------------------------------------------ Warner 0 - ------------------------------------------------------------------------------ Zhou 0 - ------------------------------------------------------------------------------ ARTICLE II MISCELLANEOUS PROVISIONS Section 2.1 Successors and Assigns. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and assigns; provided, however, that no party shall assign or delegate any of the obligations created under this Agreement without the prior written consent of the other parties. Section 2.2 Fees and Expenses. Except as otherwise expressly provided in this Agreement, all legal and other fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees, costs or expenses. Section 2.3 Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been given or made if in writing and delivered personally or sent by registered or certified mail (postage prepaid, return receipt requested) to the parties at the following addresses: If to CIEC, to: Mr. Li Yuan Qing Heng Xing Technology Group Development Limited, and Shenzhen Hengtaifeng Technology Co., Ltd. No. 5 Floor 6, Block A Skyworth Building Hi-tech Industrial Park Nanshan District Shenzhen 518057 P.R. China with a copy to: American Union Securities, Inc. 100 Wall Street, 15th Floor New York, New York 10005 Fax: 212-785-5867 If to Warner or Zhou, to: Warner Technology and Investments Corp. 100 Wall Street, 15th Floor New York, New York 10005 Attn: Huakang Zhou Fax: 212-785-5867 If to AUS, to: American Union Securities, Inc. 100 Wall Street, 15th Floor New York, New York 10005 Attn: John Leo Fax: 212-785-5867 or to such other persons or at such other addresses as shall be furnished by any party by like notice to the others, and such notice or communication shall be deemed to have been given or made as of the date so delivered or mailed. No change in any of such addresses shall be effective insofar as notices under this Section 2.3 are concerned unless such changed address is located in the United States of America and notice of such change shall have been given to such other party hereto as provided in this Section 2.3. Section 2.4 Entire Agreement. This Agreement, together with the exhibits hereto, represents the entire agreement and understanding of the parties with reference to the transactions set forth herein and no representations or warranties have been made in connection with this Agreement other than those expressly set forth herein or in the exhibits, certificates and other documents delivered in accordance herewith. This Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings and agreements between the parties relating to the subject matter of this Agreement and all prior drafts of this Agreement, all of which are merged into this Agreement. No prior drafts of this Agreement and no words or phrases from any such prior drafts shall be admissible into evidence in any action or suit involving this Agreement. Section 2.5 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible so as to be valid and enforceable. Section 2.6 Titles and Headings. The Article and Section headings contained in this Agreement are solely for convenience of reference and shall not affect the meaning or interpretation of this Agreement or of any term or provision hereof. Section 2.7 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement. Section 2.8 Convenience of Forum; Consent to Jurisdiction. The parties to this Agreement, acting for themselves and for their respective successors and assigns, without regard to domicile, citizenship or residence, hereby expressly and irrevocably elect as the sole judicial forum for the adjudication of any matters arising under or in connection with this Agreement, and consent and subject themselves to the jurisdiction of, the courts of the State of New York located in County of New York, and/or the United States District Court for the Southern District of New York, in respect of any matter arising under this Agreement. Service of process, notices and demands of such courts may be made upon any party to this Agreement by personal service at any place where it may be found or giving notice to such party as provided in Section 2.3. Section 2.9 Enforcement of the Agreement. The parties hereto agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereto, this being in addition to any other remedy to which they are entitled at law or in equity. Section 2.10 Governing Law. This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the State of New York without giving effect to the choice of law provisions thereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. CHINA INTERNATIONAL ENTERPRISES CORP. By:____________________ Li Yuan Qing Title: Chief Executive Officer WARNER TECHNOLOGY & INVESTMENT CORP. By: _____________________ Hua Kang Zhou Title: President AMERICAN UNION SECURITIES, INC. By: _____________________ John C.Leo Title: President EX-10.3 4 v024460_ex10-3.txt 1 SHENZHEN HENGTAIFENG TECHNOLOGY CO., LTD. No. 5 Floor 6, Block A Skyworth Building Hi-tech Industrial Park Nanshan District Shenzhen 518057 P.R. China August 12, 2005 Warner Technology and Investment Corp. 100 Wall Street, 15th Floor New York, New York 10005 Attn: Huakang Zhou, President Dear Mr. Zhou: Reference is made to (a) the agreement, dated October 18, 2003 between Shenzhen Hengtaifeng Technology Co., Ltd. ("HTF") and Warner Technology and Investment Corp. ("Warner") (the "Initial Agreement"), (b) Amendment No. 1 thereto, dated January 16, 2005 ("Amendment No. 1") and (c) Amendment No. 2 thereto dated August 10, 2005 ("Amendment No. 2"). Warner and HTF have agreed to restructure the terms of their relationship. In order to effect such restructuring, Warner and HTF hereby agree as follows: 1. The Initial Agreement, Amendment No. 1 and Amendment No. 2 are each rescinded ab initio. 2. Warner hereby agrees to provide consulting services to CIEC and HTF in order for such corporations to consummate all of the actions referred to in Section 3 hereof. HTF agrees that in substitution for all of the consideration payable by HTF to Warner pursuant to the Initial Agreement, on or prior to the consummation of a share exchange whereby all of the stockholders of China International Enterprises Corp. (the parent company of HTF) shall exchange all of their shares of China International Enterprises Corp. ("CIEC") common stock for common stock of Moving Bytes Inc., a Canadian corporation ("Moving Bytes") whose common stock is quoted on the Over-the-Counter Bulletin Board, HTF shall pay to Warner the sum of $350,000 as a fee and as an advance non-accountable expense reimbursement for the expenses set forth in Section 3 hereof which Warner agrees to pay. 3. Until a Current Report on Form 8-K (including any amendments thereto to include required financial statements) is filed with the Securities and Exchange Commission to report the acquisition of CIEC by Moving Bytes, Warner agrees to pay all fees and disbursements of all legal counsel and auditors to Moving Bytes and CIEC in connection with all of the following transactions: the preparation and filing of the Registration Statement on Form SB-2 for CIEC, including the withdrawal of such registration statement; the preparation and filing of all periodic reports of Moving Bytes under the Securities Exchange Act of 1934; the allocation of the shares of common stock of CIEC pursuant to an allocation agreement between CIEC and its existing stockholders; and the share exchange between the stockholders of CIEC and Moving Bytes pursuant to which CIEC shall become a wholly owned subsidiary of Moving Bytes. In addition, Warner shall pay all fees and disbursement of legal counsel and auditors in connection with the re-domicile of Moving Bytes into a jurisdiction in the United States and the change of name of Moving Bytes to a name selected by HTF, a reverse stock split of the shares of Moving Bytes and the election of designees of HTF as directors and officers of Moving Bytes. 4. Immediately prior to the consummation of the share exchange between the stockholders of CIEC and Moving Bytes, Warner agrees to assume, and to cause David Zhou, jointly and severally to assume, all of the assets and all of the liabilities of Moving Bytes pursuant to an assignment and assumption agreement substantially in the form of Exhibit A hereto. 5. This Agreement shall be governed in all respects by the laws of the State of New York without giving effect to the conflicts of laws principles thereof. All suits, actions or proceedings arising out of, or in connection with, this Agreement or the transactions contemplated by this Agreement shall be brought in any court of competent subject matter jurisdiction sitting in New York, New York. Each of the parties hereto by execution and delivery of this Agreement, expressly and irrevocably (i) consents and submits to the exclusive personal jurisdiction of any such courts in any such action or proceeding; (ii) consents to the service of any complaint, summons, notice or other process relating to any such action or proceeding by delivery thereof to such party as set forth in Section 8 hereof; and (iii) waives any claim or defense in any such action or proceeding based on any alleged lack of personal jurisdiction, improper venue, forum non conveniens or any similar basis. 6. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the permitted successors and assigns of the parties to this Agreement. 7. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject matter hereof and thereof and supersedes all prior agreements and merge all prior discussions, negotiations, proposals and offers (written or oral) between them, and no party shall be liable or bound to any other party in any manner by any representations, warranties, covenants or agreements except as specifically set forth herein or therein. Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought. 8. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been given or made if in writing and delivered personally or sent by registered or certified mail (postage prepaid, return receipt requested) to the parties at the following addresses: If to CIEC or HFT, to: Mr. Li Yuan Qing Heng Xing Technology Group Development Limited, and Shenzhen Hengtaifeng Technology Co., Ltd. No. 5 Floor 6, Block A Skyworth Building Hi-tech Industrial Park Nanshan District Shenzhen 518057 P.R. China If to Warner, to: Warner Technology and Investment Corp. 100 Wall Street, 15th Floor New York, New York 10005 Attn: Huakang Zhou Fax: 212-785-5867 or to such other persons or at such other addresses as shall be furnished by any party by like notice to the others, and such notice or communication shall be deemed to have been given or made as of the date so delivered or mailed. No change in any of such addresses shall be effective insofar as notices under this Section 8 are concerned unless such changed address is located in the United States of America and notice of such change shall have been given to such other party hereto as provided in this Section 8. 9. Except as expressly provided in this Agreement, no delay or omission to exercise any right, power or remedy accruing to any other party hereto or its successors or assigns, upon any breach or default by another party hereto under this Agreement shall impair any such right, power or remedy of such other party or its successors or assigns, as the case may be, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of a waiver of or acquiescence in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring; provided, however, that this Section 9 shall not be interpreted to extend the date or time for any right, privilege or option beyond that expressly set forth elsewhere in this Agreement. Any waiver, permit, consent or approval of any kind or character on the part of any holder of any breach or default under this Agreement, or any waiver on the part of any holder of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under the Agreement or by law or otherwise afforded to any holder shall be cumulative and not alternative. 10. This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. This Agreement may be delivered by facsimile, and facsimile signatures shall be treated as original signatures for all applicable purposes. 11. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party. 12. The titles and subtitles used in this Agreement are used for convenience only and are not considered in construing or interpreting the Agreement. 13. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of the Agreement. Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder and any applicable common law, unless the context requires otherwise. The word "including" shall mean including without limitation and is used in an illustrative sense rather than a limiting sense. Terms used with initial capital letters will have the meanings specified, applicable to singular and plural forms, for all purposes of the Agreement. Reference to any gender will be deemed to include all genders and the neutral form. 15. The parties agree (a) to furnish upon request to each other such further information, (b) to execute and deliver to each other such other documents, and (c) to do such other acts and things, all as they other party may reasonable request for the purpose of carrying out the intent of the Agreement and the documents referred to in the Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. SHENZHEN HENGTAIFENG TECHNOLOGY CO., LTD. By: ________________________ Title: ________________________ WARNER TECHNOLOGY AND INVESTMENT CORP. By:____________________ Name: Huakang Zhou Title: President EXHIBIT A ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement dated ________, 2005 ("Assignment Agreement") between Warner Technology and Investment Corp. ("Warner"), a New Jersey corporation, its principal shareholder Huakang Zhou ("Zhou") (Warner and Zhou jointly hereinafter as "Transferees") and Moving Bytes Inc., a Canadian corporation ("MBYTF"). For value received, the sufficiency of which is hereby acknowledged, it hereby is agreed: 1. MBYTF hereby assigns, transfers and conveys to Warner all of its rights and interests in and to all of the assets of MBYTF of ever kind and nature as of the date hereof, other than the books and records of MBYTF (the "Assets"). 2. MBYTF hereby sells, assigns, transfers, conveys and delivers to Warner, and Warner hereby accepts, all of MBYTF's rights, title and interests whatsoever in and to all of the Assets. 3. Transferees hereby jointly and severally assume and agree to timely pay or discharge MBYTF's obligations with respect to all of the liabilities of MBYTF of any kind or nature existing as of the date hereof or arising out of any events occurring prior to the date hereof (the "Assumed Liabilities"). 4. MBYTF represents that it has the full right, power and authority to assign, transfer and convey the Assets to Warner. 5. Transferees hereby accept the foregoing assignment and assumes and agree to perform all of the duties and obligations to be performed by MBYTF after the date hereof under the terms of the Assumed Liabilities. Transferees agree to indemnify and hold MBYTF and its directors, officers, shareholders, affiliates and subsidiaries harmless from any liability or claims for performance or non-performance by Transferees of such duties and obligations. 6. MBYTF hereby constitutes and appoints Warner and its successors and assigns, the true and lawful attorney of MBYTF, with full power of substitution, in the name and stead of MBYTF, but on behalf of and for the benefit of Warner, its successors and assigns, to demand and receive any and all of the Assets which are hereby assigned, transferred, conveyed and delivered to Warner , and from time to time to institute and prosecute actions, suits and demands in the name of MBYTF, or otherwise, for the benefit of Warner , its successors or assigns, which Warner, its successors or assigns, may deem proper in order to collect or reduce to possession any of such Assets or to enforce any claim or right of any kind in respect thereof and to do all acts and things in relation to such Assets which Warner, its successors or assigns, deem desirable, MBYTF hereby declares that the foregoing powers are coupled with an interest and are not revocable and will not be revoked by MBYTF. 7. MBYTF hereby agrees that it, from time to time, at the reasonable request of Warner and without further consideration, will execute and deliver such further instruments of conveyance, transfer and assignment and will take such other action as Warner reasonably may request in order more effectively to convey and transfer to Warner the Assets transferred hereunder. 10. This instrument will be binding upon, and inure to the benefit of the parties hereto and their respective successors and assigns. IN WITNESS WHEREOF, MBYTF has caused this Assignment and Assumption Agreement to be signed on its behalf by its duly authorized officers and its corporate seal to be hereunto affixed, and Transferees have signed this Assignment and Assumption Agreement, all as of the day and year first above written. WARNER TECHNOLOGY AND INVESTMENT CORP. By:____________________________ Huakang Zhou President - -------------------------------- Huakang Zhou MOVING BYTES INC. By:____________________________ EX-10.4 5 v024460_ex10-4.txt ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement dated August 19, 2005 ("Assignment Agreement") between Warner Technology and Investment Corp. ("Warner"), a New Jersey corporation, its principal shareholder Huakang Zhou ("Zhou") (Warner and Zhou jointly hereinafter as "Transferees") and Moving Bytes Inc., a Canadian corporation ("MBYTF"). For value received, the sufficiency of which is hereby acknowledged, it hereby is agreed: 1. MBYTF hereby assigns, transfers and conveys to Warner all of its rights and interests in and to all of the assets of MBYTF of ever kind and nature as of the date hereof, other than the books and records of MBYTF (the "Assets"). 2. MBYTF hereby sells, assigns, transfers, conveys and delivers to Warner, and Warner hereby accepts, all of MBYTF's rights, title and interests whatsoever in and to all of the Assets. 3. Transferees hereby jointly and severally assume and agree to timely pay or discharge MBYTF's obligations with respect to all of the liabilities of MBYTF of any kind or nature existing as of the date hereof or arising out of any events occurring prior to the date hereof (the "Assumed Liabilities"). 4. MBYTF represents that it has the full right, power and authority to assign, transfer and convey the Assets to Warner. 5. Transferees hereby accept the foregoing assignment and assumes and agree to perform all of the duties and obligations to be performed by MBYTF after the date hereof under the terms of the Assumed Liabilities. Transferees agree to indemnify and hold MBYTF and its directors, officers, shareholders, affiliates and subsidiaries harmless from any liability or claims for performance or non-performance by Transferees of such duties and obligations. 6. MBYTF hereby constitutes and appoints Warner and its successors and assigns, the true and lawful attorney of MBYTF, with full power of substitution, in the name and stead of MBYTF, but on behalf of and for the benefit of Warner, its successors and assigns, to demand and receive any and all of the Assets which are hereby assigned, transferred, conveyed and delivered to Warner, and from time to time to institute and prosecute actions, suits and demands in the name of MBYTF, or otherwise, for the benefit of Warner , its successors or assigns, which Warner , its successors or assigns, may deem proper in order to collect or reduce to possession any of such Assets or to enforce any claim or right of any kind in respect thereof and to do all acts and things in relation to such Assets which Warner, its successors or assigns, deem desirable, MBYTF hereby declares that the foregoing powers are coupled with an interest and are not revocable and will not be revoked by MBYTF. 7. MBYTF hereby agrees that it, from time to time, at the reasonable request of Warner and without further consideration, will execute and deliver such further instruments of conveyance, transfer and assignment and will take such other action as Warner reasonably may request in order more effectively to convey and transfer to Warner the Assets transferred hereunder. 8. This instrument will be binding upon, and inure to the benefit of the parties hereto and their respective successors and assigns. IN WITNESS WHEREOF, MBYTF has caused this Assignment and Assumption Agreement to be signed on its behalf by its duly authorized officers and its corporate seal to be hereunto affixed, and Transferees have signed this Assignment and Assumption Agreement, all as of the day and year first above written. WARNER TECHNOLOGY AND INVESTMENT CORP. By:____________________________ Huakang Zhou President - -------------------------------- Huakang Zhou MOVING BYTES INC. By:____________________________ EX-10.5 6 v024460_ex10-5.txt Loan Forgiveness and Termination Agreement This Loan Forgiveness and Termination Agreement (the "Agreement") is made this 15th day of August 2005, by and between HUA KANG (DAVID) ZHOU ("Lender") and MOVING BYTES INC. ("Borrower"), a Canadian company. WHEREAS, Lender and Borrower have entered into a Loan Agreement dated as of June 13, 2005 (the "Loan Agreement"), under which Lender agreed to loan up to US$50,000 to Borrower to be used for general working capital. WHEREAS, Lender has the right to convert all or any part of the amount loaned to Borrower into common shares of Moving Bytes Inc. at a price equal to US$.02 per share at any time until December 31, 2005. WHEREAS, the outstanding balance under the Loan Agreement is US$10,000 (the "Loan"). WHEREAS, Lender has agreed to accept all of the assets and assume all of the liabilities of Borrower pursuant to an Assignment and Assumption Agreement, dated as of August 12, 2005, by and between Warner Technology Development Co. (a company controlled by Lender) and Moving Bytes Inc. in connection with a Share Exchange Agreement, dated as of August 15, 2005, by and among Moving Bytes Inc., China International Enterprises Corp. ("CIEC"), all CIEC shareholders, Heng Xing Technology Group Development Limited and the Escrow Agent thereof. WHEREAS, Lender desires to forgive the Loan and terminate the Loan Agreement. NOW, THEREFORE, in consideration of the mutual terms, conditions and other agreements set forth herein, the parties hereto hereby agree as follows: 1. Lender hereby agrees to forgive the right to repayment of the Loan in the amount of US$10,000 by Borrower and waive the right of conversion with respect to the Loan. Borrower shall have no further obligations or liabilities whatsoever under the Loan Agreement. The loan forgiveness and waiver of conversion right under this Section 1 shall become effective immediately as of the date herein. 2. The parties hereto agree to terminate the Loan Agreement, effective immediately as of the date herein. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. BORROWER: MOVING BYTES INC. - ----------------------------- Name: John Leo Title: Secretary & Director LENDER: - ------------------------------- Hua Kang (David) Zhou EX-10.6 7 v024460_ex10-6.txt SHENZHEN HENGTAIFENG TECHNOLOGY CO., LTD. No. 5 Floor 6, Block A Skyworth Building Hi-tech Industrial Park Nanshan District Shenzhen 518057 P.R. China August 19, 2005 American Union Securities Inc. 100 Wall Street, 15th Floor New York, New York 10005 Attn: John Leo, President Dear Mr. Leo: Reference is made to (a) the agreement, dated November 24, 2004 between Shenzhen Hengtaifeng Technology Co., Ltd. ("HTF") and American Union Securities Inc. ("AUS") (the "Initial Agreement"), and (b) Amendment No. 1 thereto, dated January 18, 2005 ("Amendment No. 1"). AUS and HTF hereby agree to amend the Initial Agreement and Amendment No.1 as follows: 1. Amendments to the Initial Agreement: 1) Section 3 to Section 5 are rescinded ab initio. 2. Amendments to Amendment No. 1: 1) Section 1 shall be changed and read as follows: For its services hereunder, AUS shall be paid a fee of $200,000. HTF has already paid to AUS $100,000 on account of such fee. HTF will wire an additional $100,000 directly to AUS when Moving Bytes acquires all of the outstanding common stock of China International Enterprises Corp. ("CIEC") and the stockholders of CIEC become the controlling stockholders of Moving Bytes. 2) Section 2 to Section 5 are rescinded ab initio. 3. Except as amended hereby the Initial Agreement and Amendment No. 1 shall remain in full force and effect. 4. This agreement, the Initial Agreement and Amendment No. 1 (collectively, the "Agreements") shall be governed in all respects by the laws of the State of New York without giving effect to the conflicts of laws principles thereof. All suits, actions or proceedings arising out of, or in connection with, the Agreements or the transactions contemplated by the Agreements shall be brought in any court of competent subject matter jurisdiction sitting in New York, New York. Each of the parties hereto by execution and delivery of the Agreements, expressly and irrevocably (i) consents and submits to the exclusive personal jurisdiction of any such courts in any such action or proceeding; (ii) consents to the service of any complaint, summons, notice or other process relating to any such action or proceeding by delivery thereof to such party as set forth in Section 10.5 hereof; and (iii) waives any claim or defense in any such action or proceeding based on any alleged lack of personal jurisdiction, improper venue, forum non conveniens or any similar basis. 5. The provisions of the Agreements shall inure to the benefit of, and be binding upon, the permitted successors and assigns of the parties to the Agreements. 6. The Agreements constitute the full and entire understanding and agreement between the parties with regard to the subject matter hereof and thereof and supersedes all prior agreements and merge all prior discussions, negotiations, proposals and offers (written or oral) between them, and no party shall be liable or bound to any other party in any manner by any representations, warranties, covenants or agreements except as specifically set forth herein or therein. Except as expressly provided in the Agreements, neither the Agreements nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought. 7. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been given or made if in writing and delivered personally or sent by registered or certified mail (postage prepaid, return receipt requested) to the parties at the following addresses: If to HFT, to: Mr. Li Yuan Qing Heng Xing Technology Group Development Limited, and Shenzhen Hengtaifeng Technology Co., Ltd. No. 5 Floor 6, Block A Skyworth Building Hi-tech Industrial Park Nanshan District Shenzhen 518057 P.R. China Tel: +86(755)2674-3553 Fax: +86(755)2674-3552 If to AUS, to: American Union Securities Inc. 100 Wall Street, 15th Floor New York, New York 10005 Tel: +1(212)232-0120 ext. 221 Fax: +1(212)785-5867 or to such other persons or at such other addresses as shall be furnished by any party by like notice to the others, and such notice or communication shall be deemed to have been given or made as of the date so delivered or mailed. No change in any of such addresses shall be effective insofar as notices under this Section 7 are concerned unless such changed address is located in the United States of America and notice of such change shall have been given to such other party hereto as provided in this Section 7. 8. Except as expressly provided in the Agreements, no delay or omission to exercise any right, power or remedy accruing to any other party hereto or its successors or assigns, upon any breach or default by another party hereto under the Agreements shall impair any such right, power or remedy of such other party or its successors or assigns, as the case may be, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of a waiver of or acquiescence in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring; provided, however, that this Section 8 shall not be interpreted to extend the date or time for any right, privilege or option beyond that expressly set forth elsewhere in the Agreements. Any waiver, permit, consent or approval of any kind or character on the part of any holder of any breach or default under the Agreements, or any waiver on the part of any holder of any provisions or conditions of the Agreements, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under the Agreements or by law or otherwise afforded to any holder shall be cumulative and not alternative. 9. The Agreements may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. The Agreements may be delivered by facsimile, and facsimile signatures shall be treated as original signatures for all applicable purposes. 10. In the event that any provision of the Agreements become or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, the Agreements shall continue in full force and effect without said provision; provided that no such severability shall be effective if it materially changes the economic benefit of the Agreements to any party. 11. The titles and subtitles used in the Agreements are used for convenience only and are not considered in construing or interpreting the Agreements. 12. The parties have participated jointly in the negotiation and drafting of the Agreements. In the event an ambiguity or question of intent or interpretation arises, the Agreements shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of the Agreements. Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder and any applicable common law, unless the context requires otherwise. Terms used with initial capital letters will have the meanings specified, applicable to singular and plural forms, for all purposes of the Agreements. 13. The parties agree (a) to furnish upon request to each other such further information, (b) to execute and deliver to each other such other documents, and (c) to do such other acts and things, all as they other party may reasonable request for the purpose of carrying out the intent of the Agreements and the documents referred to in the Agreements. IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the date first above written. SHENZHEN HENGTAIFENG TECHNOLOGY CO., LTD. By: ________________________ Name: Li Yuan Qing Title: Chairman AMERICAN UNION SECURITIES INC. By:____________________ Name: John Leo Title: President -----END PRIVACY-ENHANCED MESSAGE-----