-----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, CFdKvKbu+NMqxYlqzyW6TcMs50p8y8CTwkaqHnFJN/6G66VoArP9olASvtDl14uK inMyh0aSBb3c4vUMAUrKAw== 0001264931-09-000199.txt : 20090724 0001264931-09-000199.hdr.sgml : 20090724 20090723173208 ACCESSION NUMBER: 0001264931-09-000199 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 16 CONFORMED PERIOD OF REPORT: 20090717 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Change in Shell Company Status ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090724 DATE AS OF CHANGE: 20090723 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MURALS BY MAURICE, INC. CENTRAL INDEX KEY: 0001435717 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MAILING, REPRODUCTION, COMMERCIAL ART & PHOTOGRAPHY [7330] IRS NUMBER: 208565429 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53272 FILM NUMBER: 09960144 BUSINESS ADDRESS: STREET 1: 295 N.W. 89TH AVENUE CITY: CORAL SPRINGS STATE: FL ZIP: 33071 BUSINESS PHONE: 954-701-1132 MAIL ADDRESS: STREET 1: 295 N.W. 89TH AVENUE CITY: CORAL SPRINGS STATE: FL ZIP: 33071 8-K 1 form8-k.htm MURALS BY MAURICE 8-K 09.17.09 form8-k.htm
 


 
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): July 17, 2009
 
DÉCOR PRODUCTS INTERNATIONAL, INC.
(F/K/A) MURALS BY MAURICE, INC.
(Exact Name of Registrant as Specified in Charter)

 
Florida
 
000-53272
 
20-8565429
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
No. 6 Economic Zone, Wushaliwu, Chang’an Town
Dongguan, Guangdong Province, China
(Registrant’s Address)

Registrant’s telephone number, including area code: 0769-85533948
  
295 Northwest 89th Avenue
Coral Springs, Florida 33071
 
 (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 DFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

 
1

 
 
DÉCOR PRODUCTS INTERNATIONAL, INC.

CURRENT REPORT ON FORM 8-K

TABLE OF CONTENTS
 
Item 1.01          Entry into a Material Definitive Agreement
 
Item 2.01          Completion of Acquisition or Disposition of Assets
 
           Plan of Exchange
 
           Description of Murals by Maurice, Inc. Business
 
                           Description of Wide Broad Group Ltd. Business
           
           Risk Factors
 
           Security Ownership of Certain Beneficial Owners and Management
 
           Directors and Executive Officers
 
           Executive Compensation
 
           Certain Relationships and Related Transactions
 
           Description of Securities

Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item 3.02          Unregistered Sales of Equity Securities

Item 5.01          Changes in Control of Registrant
 
Item 5.02
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
 
Item 5.06          Change in Shell Company Status
 
Item 9.01          Financial Statements and Exhibits

 
2

 

Item 1.01                      Entry into a Material Definitive Agreement

As of July 17, 2009, Décor Products International, Inc. (F/K/A Murals by Maurice, Inc.) a Florida corporation (including its successors and assigns, “MUBM” or “Registrant” or “Company”); Maurice Katz, a Director and beneficial owner of a majority of the outstanding shares of common stock of MUBM (“Maurice”); Wide Broad Group Ltd., a company organized and existing under the laws of the British Virgin Islands (including its successors and assigns “Wide Broad”), Man Kwai Ming, an individual and Smart Approach Investments Limited a British Virgin Islands corporation (each a “Wide Broad Shareholder”) and together with their successors and assigns, collectively the “Wide Broad Shareholders”), Dongguan CHDITN Printing Co., Ltd., a company organized and existing under the laws of the People’s Republic of China (“CHDITN”), and the shareholders of CHDITN (the “CHDITN Shareholders”) and entered into a Plan of Exchange.

The terms of the Plan of Exchange are set forth in Item 2.01 of this Current Report on Form 8-K.

The Plan of Exchange is attached hereto as Exhibit 10.1.

Item 2.01                      Completion of Acquisition or Disposition of Assets

Plan of Exchange

Plan of Exchange (the “POE”) was executed as of July 17, 2009 by and among MUBM, Maurice, Wide Broad, the Wide Broad Shareholders, and CHDITN. The POE states that the capital of MUBM consists of 100,000,000 authorized shares of Common Stock, par value $.001, of which 9,043,214 shares are currently issued and outstanding. The capital of Wide Broad consists of 1,000 ordinary shares authorized, par value $1.00, of which 1,000 ordinary shares are issued and outstanding.

The Plan of Exchange Agreement states that MUBM desires to acquire one hundred percent (100%) of all of the issued and outstanding share capital of Wide Broad from the Wide Broad Shareholders in an exchange for a new issuance 20,000,000 shares of common stock of MUBM and the simultaneous retirement to treasury of 7,450,000 shares of common stock (the “Control Shares”) held in the name of Maurice Katz (our President) in a transaction intended to qualify as a tax-free exchange pursuant to sections 351 and 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended.

Pursuant to the POE, MUBM shall effect a 1 for 4 reverse split of MUBM Common Stock and Wide Broad and MUBM shall work together to appoint a board of directors comprised of no less than 50% Independent Directors and form an independent audit committee comprised of no less than two individuals who meet the standards set forth by the NYSE Amex as these terms are defined by the NYSE Amex Company Guide as amended from time to time.
 
The POE states that Wide Broad and MUBM shall have secured their shareholder approvals for this transaction, if required, in accordance with the laws of its place of incorporation and its constituent documents. The Boards of Directors of each of Wide Broad and MUBM shall have approved the transaction and this agreement, in accordance with the laws of its place of incorporation and its constituent documents. Each party has furnished to the other party all corporate and financial information which is customary and reasonable, to conduct its respective due diligence, normal for this kind of transaction. As of closing of the POE, MUBM has 100% of the issued and outstanding shares of Wide Broad.  As of the Closing date, MUBM issued to Wide Broad 20,000,000 new investment shares of Common Stock of MUBM and simultaneously retired to treasury, 7,450,000 shares of common stock held in the name of Maurice Katz (our President), in exchange for 100% of the capital stock of Wide Broad. MUBM and Wide Broad has been reorganized, such that MUBM has acquired 100% the capital stock of Wide Broad, and Wide Broad is a wholly-owned subsidiary of MUBM.  CHDITN is currently a wholly-owned subsidiary of Wide Broad and after the post share exchange, CHDITN is a wholly-owned indirect subsidiary of MUBM operating under the name “Dongguan CHDITN Printing Co., Ltd.” a corporation organized and existing under the laws of the People’s Republic of China.

Description of MUBM Business

Murals By Maurice, Inc. (www.muralsbymaurice.com) is an existing business in Coral Springs, Florida.  Since the Company began full-time operations in 1999, it has provided mural painting services that cater to customer needs and budgets. The Company was incorporated under the laws of the state of Florida on January 11, 2007, and continues to specialize in mural painting.  

The Company strives to nurture the best practices, talent of personnel, and customer service and share them broadly to create value for customers, shareholders, partners and employees. Murals By Maurice, Inc. continues to explore opportunities that will result in continued growth including new potential ventures of selling art online and offering art classes.
 
Murals By Maurice, Inc. promotes products and services primarily through print and online advertisements, word-of-mouth advertisements, and referrals, and concentrates on building a distribution network for internet sales. Our target market includes homeowners, organizations, businesses, schools, medical offices, hospitals, and churches. Our industry experience has allowed us to identify target markets that will be receptive to our proprietary products and concepts.

Products and Services
 
Creative, skilled craftsman. With ten years of mural painting experience, Maurice Katz is a talented artist capable of turning a client’s imagination into a work of art.

Mural size variations from small to large. Mr. Katz has successfully painted a wide variety of works from small canvas projects to projects as large as 2,000 square feet.  

Wide array of mural options and choices.  With a large portfolio of completed murals to pursue, customers have a wide array of mural options and choices.

Description of Wide Broad’s Business

Wide Broad was incorporated in the British Virgin Islands as a limited liability company under the BVI Business Companies Act on September 28, 2006. They serve as the parent company of Dongguan CHDTIN Printing Co., Ltd. (“CHDITN”), a corporation organized and existing under the laws of the Peoples’ Republic of China. CHDITN was established in 1999 and is located in Chang’an Town, Dongguan, Guangdong, between Shenzhen and Guangzhou in southern China. CHDITN is an enterprise specializing in the production and sales of high quality decor paper such as furniture decorative paper, wood-grain paper, and paperboard. CHDITN has taken a leadership position in introducing advanced microcomputer intaglio (gravure) printing production equipment to the market. CHDITN also conducts research and development in manufacturing 30g -120g PU paper, polyester paper, melamine paper, wear-proof paper, 3D wood grain paper, as well as different kinds of environmental friendly decorative papers.

Décor Paper and CHDITN

Decor, or decoration, paper is a specialty paper used to finish the surface of wood materials. Wood-grain decor paper, used in the manufacture of furniture and laminated flooring, is one of the fastest growing grades of paper in the world. The production of decor paper requires very specific technological know-how.

Apart from China’s dominant position as the Number 1 furniture exporter in the world, the rapid growth in disposable income in China has created a huge domestic market. China has become a major consumer of furniture and other household furnishings, which, in turn, has created a high demand for decor paper used in furniture and laminate flooring manufacture.

In 1997, China had a 3.2% market share in the global decor paper market; by 2010, we believe that China will have a 25% market share. With a current capacity of 96 million meters of decor paper capacity, CHDITN is one of the largest high-class decor paper manufacturers in China with an estimated 7% market share.

Competition

CHDITN competes with several other Chinese decor paper manufacturers, as well as European manufacturers.

CHDITN’s major domestic competitors include: Zhejiang Decor (RMB 200 million), Wanli Industrial (RMB 180 million), Lin’an Jinxzhou (RMB 75 million), and Zhejiang Linglong (RMB 75 million). CHDITN has a distinct advantage over these manufacturers in that they are all located in Zhejiang Province in Eastern China (near Shanghai). The Zhejiang Province is a large producer of furniture, the second largest in China, however, well behind Guangzhou and Shenzhen – two of CHDITN’s key markets in southern China.

CHDITN also has competition from a number of integrated paper companies such as Shandong Lunan Paper which produces decor paper on smaller paper machines. CHDITN has a freight cost advantage, as well as newer technology when compared to Shandong Lunan Paper.

CHDITN also competes with European decor paper producers such as Schattdecor and Arjowiggins, However, CHDITN fortunately has a significant freight cost advantage, as well as lower labor costs compared to Schattdecor and Arjowiggins.

Competitive Advantages

•  
Nine years of decor paper manufacturing history
•  
Very profitable business – after tax margins 20%
•  
Experienced, proven, and motivated management
•  
Sales force located in the major furniture producing regions
•  
State-of-the-art technology and high quality control
•  
Geographic advantage – freight cost advantage

CHDITN’s Products

PU (PolyUrethane) Paper

•  
Produced by superficial PU printing using original paper.
•  
Width is 1.27 meters; each packaged roll has a volume between 1250 and 2500 meters; specification is 30g-60g.
•  
Product characteristics:
•  
The wood patterned paper surface passes through special handling; the surface is durable, pliable but hard to break, doesn’t degrade easily, and is environmental friendly.
•  
Suitable for adhering to particleboard, medium density fiberboard (MDF), high density fiberboard (HDF), cardboard, plywood, and furniture.

Paint Paper

•  
Width is 1.27 meters; the specification is 30g-60g.
•  
Product characteristics:
•  
Pre-soaked paint paper is a form of high anti-avulsion decorating paper which has high flexibility after soaking, and is easily adhered to surfaces.
•  
Suitable for particleboard, MDF and HDF, cardboard, plywood, and curved surfaces

Polyester Paper

•  
Width 1.27 meters, specification is 30g; each packaged roll is generally between 1250 meters and 2500 meters
•  
Product characteristics:
•  
Easily adheres to most wooden surfaces, thus is one of the furniture industry’s most commonly used covering materials.

Melamine Furniture Surface Paper

•  
Suitable for post-soaking, paste-pressed melamine board and reinforced floor board surfaces.
•  
The common paper thickness is 60-80g/meter.
•  
Product characteristics:
•  
Compared to polyester paper, melamine paper is more resistant to wear, heat, fire or smoke, and easier to clean. Melamine paper is fungus and mould proof and anti-static.
•  
Excellent texture and clear color has met the national standards of Europe and America. The design is diverse, environmentally friendly, and cost effective. Conforms to the current environmental protection trends.

Growth Strategy

Future product development strategy

•  
Add three new production lines with the capacity to produce 180 million meters of decor paper and up to 35 laminating lines to enable the Company to offer pre-laminated wood panels to its customers,
•  
Research demand trends in international furniture and decoration,
•  
Conduct new material and new technology studies,
•  
Develop products that conform to market demand, and,
•  
Become the leader in the industry.
 
Expansion Plans

•  
CHDITN is about to commence on a 176 million RMB ($24.5 million) major expansion at its plant in Chang’an Town.
•  
The existing plant occupies 60,000 square feet of land. CHDITN has 100,000 square feet of vacant leased land adjacent to the existing plant.
•  
The centerpiece of the expansion will be 3 new state-of-the-art water-based ink printing lines. The annual capacity of each line is 60 million meters. The use of water-based inks will significantly lower ink costs. Solvent-based inks currently represent 50% of total manufacturing costs.
•  
In addition to the new printing lines, CHDITN has identified a new market for pre-laminated wooden panels for a number of its clients, particularly, breakdown furniture manufacturers. CHDITN will install several laminated board and pressing machines. The wooden panels, primarily MDF and HDF, will be purchased domestically.

 
3

 
 
Existing Facilities and Property Owned

Presently, CHDITN leases a plant that is 60,000 square feet. CHDITN has 100,000 square feet vacant land adjacent to the plant. The plant is located at Chang’an Town, Dongguan, Guangdong, between Shenzhen and Guangzhou in southern China. The lease agreement and the lease renewal agreement for this plant in attached hereto as Exhibit 10.2.
 
Intellectual Property

The Company has no patents or copyrights. The Company does have a registered trademark named "CHDITN”. The trademark is classified as No. 16 according the International Classification of Goods. The time of validity for the trademark is from October 7, 2004 to October 7, 2014 with unlimited renewals. The trademark was issued by the Trademark Office under the State Administration for Industry and Commerce, PRC.

Customers

For current production, the number of decor paper customers is between 20 and 30 customers. CHDITN has adopted a sales and marketing strategy of not relying on a few major customers. CHDITN tries to maintain a constant number of customers which will utilize 80-100% capacity of the current decor paper production lines. The following table depicts the top ten customers and the amount of sales that customer accounts for:

Ranking
Customer
% of total
sales
 
Top 10 customers
24.2%
1
Shuanghu
3.5%
2
Retail (various)
3.5%
3
Wangfu
2.5%
4
Yuelan
2.4%
5
Hengguang
2.4%
6
Yali
2.2%
7
Shenglida
2.2%
8
Honge
2.0%
9
Genyuan
1.8%
10
Liuxin Shiye
1.7%

Regulation

There is no specific law and regulation governing the industry in which CHDITN performs in.
 
Legal Proceedings
 
The Company is not aware of any significant pending legal proceedings against it.
 
Employees
 
Wide Broad currently has 4 employees.
 
CHDITN currently has 103 employees.
 
Risk Factors

An investment in our common stock being offered for resale by the selling shareholders is very risky. You should carefully consider the risk factors described below, together with all other information in this prospectus before making an investment decision. Additional risks and uncertainties not presently foreseeable to us may also impair our business operations. If any of the following risks actually occurs, our business, financial condition or operating results could be materially and adversely affected. In such case, the trading price of our common stock could decline, and you may lose all or part of your investment.

Risk Factors Regarding MUBM

There is no liquid trading market for MUBM shares of common stock.
 
There has never been a liquid public trading market in MUBM common stock and no such liquid trading market is expected to develop in the immediate future. MUBM common stock is not a suitable investment for investors who require liquidity. There can be no assurance that a significant public market for MUBM will develop or be sustained. Thus, there is a risk that you may never be able to sell your shares.

MUBM does not intend to pay any dividend for the foreseeable future.

MUBM does not anticipate paying cash dividends in the foreseeable future.  The future payment of dividends is directly dependent upon future earnings, financial requirements and other factors to be determined by MUBM’s board of directors.  MUBM anticipates any earnings that may be generated from operations will be used to finance growth and that cash dividends will not be paid to shareholders.

MUBM has incurred losses from operations and limited cash that raises substantial doubt as to whether MUBM can continue as a going concern.

As of December 31, 2008, our accumulated deficit was $160,568.  Our cash flows provided by (used in) operations were $1,691 and $(31,664) for the years ended December 31, 2008 and December 31, 2007, respectively.  At December 31, 2007, our accumulated deficit was $141,484, and our cash flows provided by (used in) operations were $(31,664).  We have incurred losses from operations and limited cash that raises substantial doubt as to whether we can continue as a going concern

Risk Factors Regarding the surviving corporation, Décor Products International, Inc. (“Décor”).

If Decor loses the services of a number of key employees, their business could suffer.

Our success is highly dependent upon the continued services of Liu Rui Sheng, who is President, CEO and Chairman of our Board of Directors.  We do have a written employment agreement with Mr. Sheng until 2010 but the loss of his services would have a material adverse effect on Décor and subsequently CHDITN business. There can be no assurances that Décor would be able to replace this executive in the event his services become unavailable.  Décor does not have any key-man life insurance on any of their employees.

Decor may need to issue more stock, which could dilute your stock.

If Decor does not have enough capital to meet future capital requirements, they may need to conduct additional capital-raising in order to continue operations.  To the extent that additional capital is raised through the sale of equity and/or convertible debt securities, the issuance of such securities could result in dilution to shareholders and/or increased debt service commitments.  Accordingly, if Decor issues additional stock, it could reduce the value of your stock.

Decor does not intend to pay any dividend for the foreseeable future.

Decor does not anticipate paying cash dividends in the foreseeable future.  The future payment of dividends is directly dependent upon future earnings, financial requirements and other factors to be determined by Décor’s board of directors.  Decor anticipates any earnings that may be generated from operations will be used to finance growth and that cash dividends will not be paid to shareholders.

BVI companies may not be able to initiate shareholder derivative actions, thereby depriving shareholders of the ability to protect their interests.
 
BVI companies may not have standing to initiate a shareholder derivative action in a federal court of the United States. The circumstances in which any such action may be brought, and the procedures and defenses that may be available in respect to any such action, may result in the rights of shareholders of a BVI company being more limited than those of shareholders of a company organized in the United States. Accordingly, shareholders may have fewer alternatives available to them if they believe that corporate wrongdoing has occurred. The BVI courts are also unlikely to recognize or enforce against Décor’s judgments of courts in the United States based on certain liability provisions of U.S. securities law and to impose liabilities against it, in original actions brought in the British Virgin Islands, based on certain liability provisions of U.S. securities laws that are penal in nature.
  
Although there is no statutory enforcement in the British Virgin Islands of judgments obtained in the United States, the courts of the British Virgin Islands will recognize a foreign judgment as the basis for a claim at common law in the British Virgin Islands provided:
 
    •           the U.S. court issuing the judgment had jurisdiction in the matter and the company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process;
 
    •           the judgment given by the U.S. court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the company;
 
    •           in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the court;
 
    •           recognition or enforcement of the judgment in the BVI would not be contrary to public policy; and
 
    •           the proceedings pursuant to which judgment was obtained were not contrary to natural justice. 
 
 
5

 
 
Risk Factors Regarding CHDITN, subsidiary of Wide Broad

Changes In The Cost Or Availability Of Raw Materials, Energy And Transportation Could Affect Our Profitability.

We rely heavily on certain raw materials (paper, ink), energy sources (principally natural gas, coal and fuel oil) and third party companies that transport our goods. Our profitability has been, and will continue to be, affected by changes in the costs and availability of such raw materials, energy sources and transportation sources.

The Industries In Which We Operate Experience Both Economic Cyclicality And Changes In Consumer Preferences. Fluctuations In The Prices Of And The Demand For Our Products Could Materially Affect Our Financial Condition, Results Of Operations And Cash Flows.

Substantially all of our businesses have experienced, and are likely to continue to experience, cycles relating to industry capacity and general economic conditions. The length and magnitude of these cycles have varied over time and by product. In addition, changes in consumer preferences may increase or decrease the demand for our fiber-based products and non-fiber substitutes. Consequently, our operating cash flow is sensitive to changes in the pricing and demand for our products.

Competition In The Global Market Could Negatively Impact Our Financial Results.

We operate in a competitive international environment in all of our operating segments. Pricing or product strategies pursued by competitors could negatively impact our financial results.  Increased competition from either domestic or foreign paper producers provides alternatives to the company's products. Increases in competitive production capacity, can result in sales declines from reduced shipment volume and/or lower net selling prices in order to maintain shipment volume.

Continued Adverse Developments In General Business And Economic Conditions Could Have An Adverse Effect On The Demand For Our Products And Our Financial Condition And Results Of Operation.

General economic conditions may adversely affect industrial non-durable goods production, consumer spending, commercial printing and advertising activity, and consumer confidence, all of which impact demand for our products. In addition, continued volatility in the capital and credit markets, which impacts interest rates, currency exchange rates and the availability of credit could have a material adverse effect on our business, financial condition and our results of operations.

Material Disruptions At One Of Our Manufacturing Facilities Could Negatively Impact Our Financial Results.

We operate our facilities in compliance with applicable rules and regulations and take measures to minimize the risks of disruption at our facilities. A material disruption at one of our manufacturing facilities could prevent us from meeting customer demand, reduce our sales and/or negatively impact our financial results. Any of our manufacturing facilities, or any of our machines within an otherwise operational facility, could cease operations unexpectedly due to a number of events, including:
 
 
unscheduled maintenance outages;
 
 
prolonged power failures;
 
 
an equipment failure;
 
 
a chemical spill or release;
 
 
explosion of a boiler;
 
 
the effect of a drought or reduced rainfall on its water supply;
 
 
labor difficulties;
 
 
disruptions in the transportation infrastructure, including roads, bridges, railroad tracks and tunnels;
 
 
fires, floods, earthquakes, hurricanes or other catastrophes;
 
 
terrorism or threats of terrorism;
 
 
domestic and international laws and regulations applicable to our Company and our business partners, including joint venture partners, around the world; and
 
 
other operational problems.

Any such downtime or facility damage could prevent us from meeting customer demand for our products and/or require us to make unplanned capital expenditures. If one of these machines or facilities were to incur significant downtime, our ability to meet our production targets and satisfy customer requirements could be impaired, resulting in lower sales and having a negative effect on our financial results.

We May Experience Pricing Variability

The polyurethane paper, paint paper, polyester paper, and melamine furniture surface paper industries historically have experienced significant fluctuations in selling prices. If we are unable to maintain the selling prices of products within these industries, that inability may have a material adverse effect on our results of operations and financial condition. We are not able to predict with certainty market conditions or the selling prices for our products.
 
We Have Been Dependent on Certain Customers

Our top ten customers account for 24.2% of sales. The loss of these customers could have a material adverse effect on sales and, depending on the significance of the loss, our results of operations, financial condition or cash flows.

CHDITN may have difficulty managing potential growth.

CHDITN could experience a period of significant expansion and they anticipate that further expansion will be required to address potential growth in customer base and market opportunities.  Any expansion is expected to place a significant strain on management, operational and financial resources. At the present time, CHDITN expects it will be required to increase the number of employees during the current fiscal year.  To manage the expected growth of operations and personnel, CHDITN will be required to improve existing and implement new transaction processing, operational and financial systems, procedures and controls, and to expand, train and manage the growing employee base.  CHDITN also will be required to expand finance, administrative and operations staff.  Further, CHDITN may be required to enter into relationships with various strategic partners necessary to business.  There can be no assurance that the current and planned personnel systems, procedures and controls will be adequate to support the future operations, that management will be able to hire, train, retain, motivate and manage required personnel or that management will be able to identify, manage and exploit existing and potential strategic relationships and market opportunities.  CHDITN’s failure to manage growth effectively could have a material adverse effect on business, results of operations and financial condition.

If appropriate opportunities present themselves, CHDITN intends to acquire technologies, services or products that they believe are strategic.  The process of integrating an acquired technology, service or product may result in unforeseen operating difficulties and expenditures and may absorb significant management attention that would otherwise be available for ongoing development of business.  Moreover, there can be no assurance that the anticipated benefits of any acquisition will be realized.

Further, acquisitions of technologies, services or products could result in potentially the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could materially adversely affect business, results of operations and financial condition.  Any such future acquisitions of other businesses, technologies, services or products might require us to obtain additional equity or debt financing, which might not be available on terms favorable to CHDITN, or at all, and such financing, if available, might be dilutive.

CHDITN’s business plan is based, in part, on estimates and assumptions which may prove to be inaccurate and accordingly their business plan may not succeed.

The discussion of the business incorporates management’s current best estimate and analysis of the potential market, opportunities and difficulties that CHDITN faces.  There can be no assurances that the underlying assumptions accurately reflect opportunities and potential for success.  Competitive and economic forces on marketing, distribution and pricing of products make forecasting of sales, revenues and costs extremely difficult and unpredictable.
 
Adverse changes in economic policies of the People’s Republic of China (“PRC”) government could have a material adverse effect on the overall economic growth of the PRC, which could reduce the demand for CHDITN’s services and materially adversely affect its business.
 
All of CHDITN’s assets are located in and all of its revenue is sourced from the PRC. Accordingly, CHDITN’s business, financial condition, results of operations and prospects will be influenced to a significant degree by political, economic and social conditions in the PRC generally and by continued economic growth in the PRC as a whole.
 
The PRC economy differs from the economies of most developed countries in many respects, including the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the PRC government has implemented measures since the late 1970s emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in the PRC is still owned by the PRC government. In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant control over the PRC’s economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.
 
While the PRC economy has experienced significant growth over the past decade, growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures benefit the overall PRC economy, but may also have a negative effect on CHDITN. For example, CHDITN’s operating results and financial condition may be adversely affected by government control over capital investments or changes in tax regulations that are applicable to it.

If shareholders sought to sue Wide Broad or CHDITN officers or directors, it may be difficult to obtain jurisdiction over the parties and access to the assets located in the PRC.
 
Because Wide Broad and CHDITN’s officers and directors will reside outside of the United States, it may be difficult, if not impossible, to acquire jurisdiction over these persons in the event a lawsuit is initiated against such officers and directors by shareholders in the United States. It also is unclear if extradition treaties now in effect between the United States and the PRC would permit effective enforcement of criminal penalties of the federal securities laws. Furthermore, because substantially all of Wide Broad and CHDITN’s assets are located in the PRC, it would also be extremely difficult to access those assets to satisfy an award entered against then in U.S. court.

Declining economic conditions could negatively impact our business
 
Our operations are affected by local, national and worldwide economic conditions.  Markets in the United States and elsewhere have been experiencing extreme volatility and disruption for more than 12 months, due in part to the financial stresses affecting the liquidity of the banking system and the financial markets generally.  In recent weeks, this volatility and disruption has reached unprecedented levels.  The consequences of a potential or prolonged recession may include a lower level of economic activity and uncertainty regarding energy prices and the capital and commodity markets. While the ultimate outcome and impact of the current economic conditions cannot be predicted, a lower level of economic activity might result in a decline in energy consumption, which may adversely affect the price of oil, liquidity and future growth.  Instability in the financial markets, as a result of recession or otherwise, also may affect the cost of capital and our ability to raise capital.

 
6

 
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Our new executive officers and directors have not received any compensation and have not received any restricted share awards, options or any other payouts. The new executive officers and directors do have employment agreements but have not been paid on these agreements as of this filing.

There are current employment agreements between CHDITN and Wide Broad and its executive officers and directors. Our executive officers and directors have agreed to work under their current contracts. Below are the terms of the employment contracts for our executive officers and directors. These employee contacts are also attached hereto as exhibits 10.3 thru 10.9

Employee: Mr. Liu Rui Sheng
CHDITN
Term:  April 1, 2007 to March 31, 2010
Salary: RMB35000 per month.
Wide Broad
Term: July 1, 2009 to July 1, 2011
Remuneration: HKD$1,300,000/year, paid over 13 months on the last day of each month.

Employee: Lau Thai Chim
Wide Broad
Term: July 1, 2009 to July 1, 2011
Remuneration: HKD$180,000/year paid on the last day for every quarter in four installments.

Employee: Li Chak Ming
Wide Broad
Term: July 1, 2009 to July 1, 2011
Remuneration: HKD$180,000/year paid on the last day for every quarter in four installments.

Employee: Lin Jinghao (Joe Lam)
Wide Broad
Term: July 1, 2009 to July 1, 2011
Remuneration: HKD$ 520,000/year, paid over 13 months on the last day of each month.

Employee: Baotang Zhao
CHDITN
Term: July 1, 2009 to June 30, 2011
Salary: RMB15000 per month.

Employee: Mr. Wen Qifeng
CHDITN
Term: July 1, 2009 to June 30, 2011
Salary: RMB15000 per month.

There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of the corporation.

As of July 22, 2009 MUBM had 9,043,214 shares of Common Stock issued and outstanding out of 100,000,000 authorized shares of Common Stock.

The classes of equity securities of MUBM issued and outstanding are Common Stock, $.001 par value, and Preferred Stock, $.001 par value. The table on the following page sets forth, as of July 22, 2009, certain information with respect to the Common Stock and Preferred Stock beneficially owned by (i) each Director, nominee and executive officer of MUBM; (ii) each person who owns beneficially more than 5% of the Common Stock; and (iii) all Directors, nominees and executive officers as a group. The percentage of shares beneficially owned is based on there having been 9,043,214 shares of Common Stock outstanding and 0 shares of Preferred Stock as of July 22, 2009.
OFFICERS, DIRECTORS AND BENEFICIAL OWNERS, AS OF JULY 22, 2009

Before Reverse Split and Closing of the Plan of Exchange
 
Name and Address of
Beneficial Owner
 
Common Stock
Beneficially Owned[1]
 
Percent
of Class
Maurice Katz [2]
295 Northwest 89th Avenue
Coral Springs, Florida 33071
   
 
 
8,000,000
 
88.4%
Greentree Financial Group, Inc.
7951 Southwest Sixth Street
Suite 216
Plantation, Florida 33324
   
 
 
 
465,000
 
5.14%
           
 
[1] Based on 9,043,214 issued and outstanding shares of common stock.
[2] Maurice Katz is the founder, President, CEO, and a Director of the Company and has served as such since inception.

After Reverse Split and Closing of the Plan of Exchange
 
Name and Address of
Beneficial Owner
 
Common Stock
Beneficially Owned[1]
 
Percent
of Class[1]
Man Kwai Ming
No. 6 Economic Zone, Wushaliwu, Chang’an Town
Dongguan, Guangdong Province, China
   
 
 
18,000,000
 
88.24%
           
Smart Approach Investments, Ltd.
No. 6 Economic Zone, Wushaliwu, Chang’an Town
Dongguan, Guangdong Province, China
   
 
 
  2,000,000
   9.8
 
[1] Based on 20,398,054 issued and outstanding shares of common stock after Closing of the Plan of Exchange and a 1 for 4 Reverse Split

Directors and Executive Officers


Name                                              Age                                Title
 
Liu Rui Sheng                                38                                  CEO, President and Chairman
Lau T.C                                           58                                  Independent Director             
Li Chak Ming                                 49                                  Independent Director
Joe Lam                                          40                                 Chief Financial Officer
Baotang Zhao                                 32                                  Chief Sales Officer
Wen Qifeng                                   29                                  Manager of Production
 
Liu, Rui Sheng – CEO, President and Chairman
 
Mr. Liu, age 38, serves as President, Chairman and CEO of Décor. He incorporated CHDITN in 1998 and oversees all of the operations management and strategic planning for the company. He has more than 15 years experience in the industry. Prior to establishing CHDITN, Mr. Liu was engaged in the production and processing of printing ink, chemical products and decoration paper sales. Mr. Liu holds a bachelor’s degree in Corporate Management from the Beijing Academy of Management in Economics and Trade.

Lau, Tai Chim - Independent Director

Mr. Lau, Tai Chim, age 58, serves as an independent director of Décor. He currently is a director of several limited companies and is an independent non-executive director of a restrictive licensed bank in Hong Kong. He runs his own law firm and has done so for the past 10 years. He has been admitted as a solicitor and fellowship member in Hong Kong, England, Singapore and PRC.

Li, Chak Ming – Independent Director
 
Mr. Li, Chak Ming, age 49, is an independent director of Décor. He obtained a bachelors degree from Ji Nan University and is currently the administrative director of Hong Kong Liang Zhi Garment Company Ltd. (“Liang Zhi”). He was the marketing director from 2007 to 2008 and general manager from 1997 to 2006 for Liang Zhi. Prior to joining Liang Zhi, he served 10 years in the printing ink industry and the chemical products processing industry. He specializes in research and development and production technology.

Joe Lam – Chief Financial Officer
 
Mr. Lam, age 40, joined Décor as Chief Financial Officer in 2009. He is responsible for the company’s financial modeling and investment evaluation. Mr. Lam has seven years experience with big four CPA firms, and four years experience as a financial controller for publicly traded companies. He received his post graduate diploma in Business Administration in 2008 from the University of Manchester Business School and is a member of the American Institute of Certified Public Accountants.
 
Baotang Zhao -- Chief Sales Officer
 
Mr. Zhao, age 32, graduated from Tian Jin Business College with a Bachelor’s Degree. He joined CHDITN in 2004 as an Area Sales Manager. He is now the Chief Sales Officer of Décor. He has numerous years of marketing experience and is familiar with marketing analysis, marketing channels, managing sales teams, and customer service.
 
Wen Qifeng -- Manager of Production
 
Wen Qifeng, age 29, graduated from Guangzhou Industry and Commerce College with a Bachelors Degree in 2003. He joined CHDITN in June 2003 as a Buyer. He was promoted to Deputy Manager of Production in 2007 and has now been appointed Manager of Production of Décor. Mr. Wen has worked in the paper industry for many years. He is familiar with the basic operations, particularly in the operation and management of manufacturing technique work flow. 

Involvement in Certain Legal Proceedings

No director, person nominated to become a director, executive officer, promoter or control persons of our company has been involved during the last five years in any of the following events that are material to an evaluation of his ability or integrity:

 
·
Bankruptcy petitions filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

 
·
Conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses).

 
·
Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring or suspending or otherwise limiting his involvement in any type of business, securities or banking activities, or

 
·
Being found by a court of competition jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

 
7

 
 
Meetings of Our Board of Directors
 
The Registrant’s Board of Directors took all actions by unanimous written consent without a meeting during the fiscal year ended December 31, 2008. Wide Broad’s Board of Directors held no formal meetings during the period commencing on January 1, 2009 and ending on July 23, 2009.

Board Committees

Audit Committee. The Company plans to establish an audit committee of the board of directors, which will consist of soon-to-be-nominated independent directors. The audit committee’s duties would be to recommend to the Company’s Board of Directors the engagement of independent auditors to audit the Company’s financial statements and to review the Company’s accounting and auditing principles. The audit committee would review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent public accountants, including their recommendations to improve the system of accounting and internal controls. The audit committee would at all times be composed exclusively of directors who are, in the opinion of the Company’s Board of Directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

Compensation Committee. The Company intends to establish a compensation committee of the board of directors. The compensation committee would review and approve the Company’s salary and benefits policies, including compensation of executive officers.

Director Compensation

No directors of the Company have received compensation for their services as directors nor have they been reimbursed for expenses incurred in attending board meetings as of the date of this filing. The directors do have employment agreements with the Company and will receive compensation in accordance with their contracts.

Executive Compensation

Summary Compensation Table

The following Summary Compensation Table sets forth, for the years indicated, all cash compensation paid, distributed or accrued for services, including salary and bonus amounts, rendered in all capacities by the Company’s Chief Executive Officer and all other executive officers who received or are entitled to receive remuneration in excess of $100,000 during the stated periods.
 
 
Name
and
Principal
Position
Year
As of July 23, 2009
Salary
($)
Bonus
($)
Stock
Awards
($)
Option
Awards
($)
Non-
Equity
Incentive
Plan
Compen-
sation
($)
Nonquali-
fied
Deferred
Compensa-
tion
Earnings
($)
All
Other
Compensa-
tion
($)
Total
($)
Liu Rui Sheng
President, CEO & Chairman
2009
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
Lau T.C
Independent Director
2009
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
Li Chak Ming
Independent Director
2009
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
Joe Lam
CFO
2009
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
Baotang Zhao
Chief Sales Officer
2009
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
Wen Qifeng
Production Manager
2009
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
Maurice Katz
Former President
2009
2008
2007
-
16,300
33,113
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
16,300
33,113
Weiheng Cai
Former Director
2009
2008
2007
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
 
Option Grants in Last Fiscal Year

There were no options granted to any of the named executive officers during the year ended December 31, 2008.

During the year ended December 31, 2008, none of the named executive officers exercised any stock options.

Employment Agreements

Wide Broad and CHDITN’s employment agreements are attached in Exhibits 10.3 thru 10.9 and summarized on page 21 of this Form 8-K.

Equity Compensation Plan Information

The Company currently does not have any equity compensation plans.

Directors’ and Officers’ Liability Insurance

The Company currently does not have insurance insuring directors and officers against liability; however, the Company is in the process of investigating the availability of such insurance.

Certain Relationships and Related Transactions

None.

Description of Securities
 
Market For Wide Broad Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities

Our common stock is traded the Over-The-Counter Bulletin Board under the symbol “MUBM.” The Over-The-Counter Bulletin Board is a quotation medium for subscribing members only. And only market makers can apply to quote securities on the Over-The-Counter Bulletin Board. Trading in the common stock in the over-the-counter market has been limited and sporadic and the quotations set forth below are not necessarily indicative of actual market conditions. Further, these prices reflect inter-dealer prices without retail mark-up, mark-down, or commission, and may not necessarily reflect actual transactions. The following tables set forth the high and low sale prices for our common stock as reported on the Electronic Bulletin Board for the periods indicated.
 
2008                                                                                                                                           High                  Low           

Quarter Ended December 31, 2008*                                                                                $    .20                   $ .125
Quarter Ended March 31, 2009                                                                                         $    .51                   $ .20
Quarter Ended June 30, 2009                                                                                            $    .65                   $ .51
Interim period Ending July 22, 2009                                                                                $    .65                   $ .65

*Our stock commenced trading on October 15, 2008
 
A shareholder in all likelihood, therefore, will not be able to resell their securities should he or she desire to do when eligible for public resale. Furthermore, it is unlikely that a lending institution will accept our securities as pledged collateral for loans unless a regular trading market develops. We have no plans, proposals, arrangements or understandings with any person with regard to the development of a trading market in any of our securities.

Shares Eligible for Future Sale
 
In general, under Rule 144 as currently in effect, any of our affiliates and any person or persons whose sales are aggregated with our affiliates, who has beneficially owned his or her restricted shares for at least one year, may be entitled to sell in the open market within any three-month period a number of shares of common stock that does not exceed the greater of (i) 1% of the then outstanding shares of our common stock, or (ii) the average weekly trading volume in the common stock during the four calendar weeks preceding such sale. Sales under Rule 144 are also affected by limitations on manner of sale, notice requirements, and availability of current public information about us. Non-affiliates who have held their restricted shares for at least six months may be entitled to sell their shares under Rule 144 without regard to any of the above limitations, provided they have not been affiliates for the three months preceding such sale.

Further, Rule 144A as currently in effect, in general, permits unlimited resales of restricted securities of any issuer provided that the purchaser is an institution that owns and invests on a discretionary basis at least $100 million in securities or is a registered broker-dealer that owns and invests $10 million in securities. Rule 144A allows our existing stockholders to sell their shares of common stock to such institutions and registered broker-dealers without regard to any volume or other restrictions. Unlike under Rule 144, restricted securities sold under Rule 144A to non-affiliates do not lose their status as restricted securities.

Common Stock
 
Our company is authorized to issue 100,000,000 shares of common stock, $.001 par value, and 5,000,000 shares of preferred stock, $.001 par value. As of July 22, 2009 we had 9,043,214 shares of common stock issued and outstanding, of which 540,000 shares were freely tradable.  No preferred shares have been issued.

We had 47 shareholders of record as of July 22, 2009.

Voting Rights
 
Holders of the shares of common stock are entitled to one vote per share on all matters submitted to a vote of the shareholders. Shares of common stock do not have a cumulative voting right, which means that the holders of a majority of the shares voting for the election of the board of directors can elect all members of the board of directors.

Dividends
 
Holders of record of shares of common stock are entitled to receive dividends when and if declared by the board of directors out of funds of the company legally available thereof.

We have not declared any cash dividends on our common stock since our inception and do not anticipate paying such dividends in the foreseeable future. We plan to retain any future earnings for use in our business. Any decisions as to future payment of dividends will depend on our earnings and financial position and such other factors, as the Board of Directors deems relevant.

Dividend Policy
 
All shares of common stock are entitled to participate proportionally in dividends if our Board of Directors declares them out of funds legally available. These dividends may be paid in cash, property or additional shares of common stock. We have not paid any dividends since our inception and presently anticipate that all earnings, if any, will be retained to develop our business. Any future dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors.

Our Shares are "penny stocks" within the definition of that term as contained in the Securities Exchange Act of 1934, generally equity securities with a price of less than $5.00. Our shares will then be subject to rules that impose sales practice and disclosure requirements on certain broker-dealers who engage in certain transactions involving a penny stock.

Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or "accredited investor" must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt. Generally, an individual with a net worth in excess of $1,000,000 or annual income exceeding $200,000 individually or $300,000 together with his or her spouse is considered an accredited investor. In addition, unless the broker-dealer or the transaction is otherwise exempt, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the Registered Representative and current bid and offer quotations for the securities. In addition a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account, the account’s value and information regarding the limited market in penny stocks. As a result of these regulations, the ability of broker-dealers to sell our stock may affect the ability of Selling Security Holders or other holders to sell their shares in the secondary market. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.

These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. These additional sales practice and disclosure requirements could impede the sale of our securities, if our securities become publicly traded. In addition, the liquidity for our securities may be adversely affected, with concomitant adverse affects on the price of our securities. Our shares may someday be subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities.
 
 
8

 
 
Liquidation Rights
 
Upon any liquidation, dissolution or winding up, holders of shares of common stock are entitled to receive pro rata all of the assets of the company available for distribution to shareholders, subject to the prior satisfaction of the liquidation rights of the holders of outstanding shares of Preferred Stock.

Preemptive Rights
 
Holders of common stock do not have any preemptive rights to subscribe for or to purchase any stock, obligations or other securities of the Company.

Registrar and Transfer Agent
 
Guardian Registrar & Transfer, Inc., 7951 S.W. 6th Street, Suite 216, Plantation, FL 33324 is our transfer agent and registrar of our common stock. Their telephone number is (954) 915-0105.

Miscellaneous Rights and Provisions

Holders of common stock have no preemptive rights. In the event of our dissolution, whether voluntary or involuntary, each share of common stock is entitled to share proportionally in any assets available for distribution to holders of our equity after satisfaction of all liabilities and payment of the applicable liquidation preference of any outstanding shares of preferred stock.

There is no provision in our charter or by-laws that would delay, defer, or prevent a change in our control.

Debt Securities
 
We have not issued any debt securities.

Securities Authorized for Issuance under Equity Compensation Plans
 
As of the date of this Current Report on Form 8-K, we have not authorized any equity compensation plan, nor has our Board of Directors authorized the reservation or issuance of any securities under any equity compensation plan.
 
 
On June 26, 2009 we filed a Definitive 14C Information Statement with the Securities and Exchange commission announcing that the holders of a majority of our outstanding common stock, owning approximately 89.0% of the outstanding shares of our common stock, executed a written consent in favor of changing the corporate name of Murals by Maurice, Inc. to Décor Products International, Inc and authorizing the Board of Directors of Murals By Maurice, Inc. to effect up to a 1 for 10 reverse split. This Definitive 14C Information Statement filed with the Commission on  June 29, 2009 is hereby incorporated by reference.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
 
In 2009, we issued 5,000 common shares to Salvatore Trapani at $0.20 per share for an aggregate price of $1,000.  We used the proceeds from these offerings for working capital purposes.  We relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended. We made this offering based on the following facts: (1) the issuance was an isolated private transaction which did not involve a public offering; (2) there was only one offeree, (3) the offeree has agreed to the imposition of a restrictive legend on the face of the stock certificate representing its shares, to the effect that it will not resell the stock unless its shares are registered or an exemption from registration is available; (4) the offeree was a sophisticated investor very familiar with our company and stock-based transactions; (5) there were no subsequent or contemporaneous public offerings of the stock; (6) the stock was not broken down into smaller denominations; and (7) the negotiations for the sale of the stock took place directly between the offeree and our management.
 
In 2009, we issued 25,000 common shares to Meika Johnson at $0.20 per share for an aggregate price of $5,000.  We used the proceeds from these offerings for working capital purposes.  We relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended. We made this offering based on the following facts: (1) the issuance was an isolated private transaction which did not involve a public offering; (2) there was only one offeree, (3) the offeree has agreed to the imposition of a restrictive legend on the face of the stock certificate representing its shares, to the effect that it will not resell the stock unless its shares are registered or an exemption from registration is available; (4) the offeree was a sophisticated investor very familiar with our company and stock-based transactions; (5) there were no subsequent or contemporaneous public offerings of the stock; (6) the stock was not broken down into smaller denominations; and (7) the negotiations for the sale of the stock took place directly between the offeree and our management.
 
In 2009, we issued 75,000 common shares to Danzig Ltd. at $0.20 per share for an aggregate price of $15,000.  We used the proceeds from these offerings for working capital purposes.  We relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended. We made this offering based on the following facts: (1) the issuance was an isolated private transaction which did not involve a public offering; (2) there was only one offeree, (3) the offeree has agreed to the imposition of a restrictive legend on the face of the stock certificate representing its shares, to the effect that it will not resell the stock unless its shares are registered or an exemption from registration is available; (4) the offeree was a sophisticated investor very familiar with our company and stock-based transactions; (5) there were no subsequent or contemporaneous public offerings of the stock; (6) the stock was not broken down into smaller denominations; and (7) the negotiations for the sale of the stock took place directly between the offeree and our management.
 
Purchases of Equity Securities by the Small Business Issuer and Affiliated Purchasers
 
None.
 
Holders
 
As of July 22, 2009 there were 47 holders of record of our common stock.

 Indemnification of Directors and Officers

Pursuant to Section 145 of the General Corporation Law of the State of Florida, the Company will indemnify to the fullest extent permitted by, and in the manner permissible under law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was director, officer, employee or agent of the corporation, or is or was serving at our request as a director, partner, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnification covers expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement. It also covers costs. The Company may pay advancements towards these expenses. The power to indemnify applies only if such person acted in good faith and in a manner such person reasonably believed to be in the best interests, or not opposed to the best interests, of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

The Company does not specifically provide indemnification of its officers, directors, employees and other agents within the By Laws and Articles of Incorporation.

Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

As of July 17, 2009, MUBM; Maurice Katz, a Director and beneficial owner of a majority of the outstanding shares of common stock of MUBM; Wide Broad and the Wide Broad Shareholders, and CHDITN and the CHDITN Shareholders and entered into a Plan of Exchange.

The terms of the Plan of Exchange are set forth in Item 2.01 of this Current Report on Form 8-K and the Plan of Exchange is attached hereto as Exhibit 10.1.

Pursuant to the POE and as of closing of the POE, MUBM has 100% of the issued and outstanding shares of Wide Broad.  As of the Closing date, MUBM issued to Wide Broad 20,000,000 new investment shares of Common Stock of MUBM and simultaneously retired to treasury, 7,450,000 shares of common stock held in the name of Maurice Katz (our President), in exchange for 100% of the capital stock of Wide Broad. MUBM and Wide Broad has been reorganized, such that MUBM has acquired 100% the capital stock of Wide Broad, and Wide Broad is a wholly-owned subsidiary of MUBM.  CHDITN is currently a wholly-owned subsidiary of Wide Broad and after the post share exchange, CHDITN is a wholly-owned indirect subsidiary of MUBM operating under the name “Dongguan CHDITN Printing Co., Ltd.” a corporation organized and existing under the laws of the People’s Republic of China.

In connection with the POE and in preparation for this “going public” transaction, the Registrant and CHDITN have engaged in certain financing activities that have resulted in the creation of a direct financial obligation of the Registrant and/or an obligation of the Company under an off-balance sheet arrangement.  These transactions were entered into because CHDITN lacked adequate capital resources to pay for certain transaction fees and professional fees associated with becoming a “public company” in the United states and are set forth in detail in Section 5.06 of the POE which is attached hereto as Exhibit 10.1.  The direct financial obligations and/or off-balance sheet arrangements are as follows:

On June 1, 2009, CHDITN signed a Promissory Note with Precursor Management, Inc. (“Precursor”), stating that CHDITN promises to pay to the order of Precursor the sum of Forty Thousand Six Hundred Fifty Dollars ($40,650), representing a principal amount of $40,000  plus interest of $650, or approximately 6.5% interest per annum, payable on September 30, 2009.  On July 23, 2009, MUBM signed a written Guaranty, guaranteeing the payment of the $40,650 Promissory Note dated June 1, 2009 within 365 days.
 
On June 1, 2009, CHDITN signed a second Promissory Note with Precursor stating that CHDITN promises to pay to the order of Precursor the sum of Forty Thousand Six Hundred Fifty Dollars ($40,650), representing a principal amount of $40,000  plus interest of $650, or approximately 6.5% interest per annum, payable on September 30, 2009.  On July 23, 2009, MUBM signed a written Guaranty, guaranteeing the payment of the $40,650 Promissory Note dated June 1, 2009 within 365 days.
 
On June 1, 2009, CHDITN signed a third Promissory Note with Precursor stating that CHDITN promises to pay to the order of Precursor the sum of Sixty Thousand Nine Hundred and Seventy Five Dollars ($60,975), representing a principal amount of $60,000  plus interest of $975, or approximately 6.5% interest per annum, payable on September 30, 2009.  On July 23, 2009, MUBM signed a written Guaranty, guaranteeing the payment of the $40,650 Promissory Note dated June 1, 2009 within 365 days.
 
On June 1, 2009, CHDITN signed a third Promissory Note with Precursor stating that CHDITN promises to pay to the order of Precursor the sum of Five Hundred and Seventy Four Thousand, One Hundred and Eighty One Dollars ($574,181), representing a principal amount of $565,000 plus interest of $9,181, or approximately 6.5% interest per annum, payable on September 30, 2009.  In the event of default, the sum of $574,181 shall be immediately due to Precursor along with a default penalty in the amount of $35,000. On July 23, 2009, MUBM signed a written Guaranty, guaranteeing the payment of the $565,000 Promissory Note dated June 1, 2009 within 265 days. Décor Products International, Inc. also entered into a Stock Pledge Agreement stating that 3,000,000 shares of MUBM common stock (beneficially owned by Man Kwai Ming) shall be pledged as collateral for the $574,181 Promissory Note with Precursor.
 
All of the loan documentation including the Guaranties, Promissory Note and Stock Pledge Agreement are attached hereto as Exhibit 10.10 thru 10.15.
 
 Item 3.02                      Unregistered Sales of Equity Securities

As of July 17, 2009, MUBM; Maurice Katz, a Director and beneficial owner of a majority of the outstanding shares of common stock of MUBM; Wide Broad and the Wide Broad Shareholders, and CHDITN and the CHDITN Shareholders and entered into a Plan of Exchange.

The terms of the Plan of Exchange are set forth in Item 2.01 of this Current Report on Form 8-K and the Plan of Exchange is attached hereto as Exhibit 10.1.

Pursuant to the POE and as of closing of the POE, MUBM has 100% of the issued and outstanding shares of Wide Broad.  As of the Closing date, MUBM issued to Wide Broad 20,000,000 new investment shares of Common Stock of MUBM and simultaneously retired to treasury, 7,450,000 shares of common stock held in the name of Maurice Katz (our President), in exchange for 100% of the capital stock of Wide Broad. MUBM and Wide Broad has been reorganized, such that MUBM has acquired 100% the capital stock of Wide Broad, and Wide Broad is a wholly-owned subsidiary of MUBM.  CHDITN is currently a wholly-owned subsidiary of Wide Broad and after the post share exchange, CHDITN is a wholly-owned indirect subsidiary of MUBM operating under the name “Dongguan CHDITN Printing Co., Ltd.” a corporation organized and existing under the laws of the People’s Republic of China.

In connection with POE we issued 18,000,000 shares to Mr. Man Kwai Ming.  We relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended. We made this offering based on the following facts: (1) the issuance was an isolated private transaction which did not involve a public offering; (2) there was only one offeree, (3) the offeree has agreed to the imposition of a restrictive legend on the face of the stock certificate representing its shares, to the effect that it will not resell the stock unless its shares are registered or an exemption from registration is available; (4) the offeree was a sophisticated investor very familiar with our company and stock-based transactions; (5) there were no subsequent or contemporaneous public offerings of the stock; (6) the stock was not broken down into smaller denominations; and (7) the negotiations for the sale of the stock took place directly between the offeree and our management.
 
In connection with the POE we issued 2,000,000 shares to Smart Approach Investments, Ltd., a limited liability company organized under the laws of the British Virgin Islands.  Mr. Ng Siu Kei is the sole director and shareholder of Smart Approach Investments, Ltd. We relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended. We made this offering based on the following facts: (1) the issuance was an isolated private transaction which did not involve a public offering; (2) there was only one offeree, (3) the offeree has agreed to the imposition of a restrictive legend on the face of the stock certificate representing its shares, to the effect that it will not resell the stock unless its shares are registered or an exemption from registration is available; (4) the offeree was a sophisticated investor very familiar with our company and stock-based transactions; (5) there were no subsequent or contemporaneous public offerings of the stock; (6) the stock was not broken down into smaller denominations; and (7) the negotiations for the sale of the stock took place directly between the offeree and our management.

Item 5.01                      Changes in Control of Registrant

The information provided in Item 1.01 and Item 5.02 is hereby incorporated by reference herein.
Upon Closing of the POE, MUBM issued to Wide Broad 20,000,000 new investment shares of Common Stock of MUBM and simultaneously retired to treasury, 7,450,000 shares of common stock held in the name of Maurice Katz (our President), in exchange for 100% of the capital stock of Wide Broad, which gave Wide Broad an interest in MUBM representing 98.04% of the issued and outstanding shares, after closing and after the 1 for 4 reverse split. MUBM and Wide Broad has been reorganized, such that MUBM has acquired 100% the capital stock of Wide Broad, and Wide Broad is a wholly-owned subsidiary of MUBM.

Item 5.02                      Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
 
As a result of the exchange of a majority of MUBM common stock for all of the share capital of Wide Broad, Wide Broad has acquired majority control of the outstanding common stock of MUBM and has appointed its candidates to the Board of Directors.
 
 
Pursuant to the written consent of the Board of Directors in lieu of meeting prepared on July 23, 2008, the board of directors of the Company accepted the resignation of Mr. Maurice Katz, President and Director of Murals by Maurice, Inc and the resignation of Weiheng Cai, Director of Murals by Maurice, Inc. The board appointed Liu Rui Sheng as CEO, President and Chairman, Lau T.C as an Independent Director, Li Chak Ming as an Independent Director, Joe Lam as Chief Financial Officer, Baotang Zhao as Chief Sales Officer, and Wen Qifeng asManager of Production. These appointments are effective as of July 23, 2009.
 

Although we strongly believe that our Company would not be considered a “shell” as that term is defined from time to time by the Commission, if we are deemed as such, as a result of the consummation of the transactions contemplated by the Plan of Exchange, Murals by Maurice, Inc. believes that it will no longer be a “shell company;” as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act.
 
 
9

 
 
Item 9.01                      Financial Statements and Exhibits
 
(d)
Exhibits.

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

3.1           Articles of Incorporation of Murals by Maurice, Inc. *
3.2           Bylaws of Murals by Maurice, Inc. *

 
*Previously filed

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Date: July 23, 2009
DÉCOR PRODUCTS INTERNATIONAL, INC. (F/K/A MURALS BY MAURICE, INC.)
   
 
By:
/s/ Liu Rui Sheng
   
Liu Rui Sheng
   
Chief Executive Officer, President, Chairman

 
EX-10.1 2 ex10_1.htm EXHIBIT 10.1 ex10_1.htm
 
EXHIBIT 10.1

                                                               
SHARE EXCHANGE AGREEMENT

SHARE EXCHANGE AGREEMENT (this "Agreement") is made this __ day of July 2009, by and between Décor Products International, Inc. (f/k/a Murals by Maurice, Inc.), a Florida corporation (including its successors and assigns, “MUBM”); Maurice Katz, a Director and beneficial owner of a majority of the outstanding shares of common stock of MUBM (“Maurice”); Wide Broad Group Ltd., a company organized and existing under the laws of the British Virgin Islands (including its successors and assigns “Wide Broad”), Man Kwai Ming, an individual and Smart Approach Investments Limited a British Virgin Islands corporation (each a “Wide Broad Shareholder”) and together with their successors and assigns from the date hereof until the Closing (as defined below), collectively the “Wide Broad Shareholders”), Donguan CHDITN Printing Co., Ltd., a company organized and existing under the laws of the People’s Republic of China (“CHDITN”), and the shareholders of CHDITN (the “CHDITN Shareholders”) and each of the other persons signatories hereto.

                             Recitals

WHEREAS, MUBM wishes to acquire one hundred percent (100%) of all of the issued and outstanding share capital of Wide Broad from the Wide Broad Shareholders in an exchange for a new issuance 20,000,000 shares of common stock of MUBM and the simultaneous retirement to treasury of 7,450,000 shares of common stock (the “Control Shares”) held in the name of Maurice in a transaction intended to qualify as a tax-free exchange pursuant to sections 351 and 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended.

WHEREAS, in furtherance thereof, the respective Boards of Directors of MUBM and Wide Broad, have approved the exchange, upon the terms and subject to the conditions set forth in this Agreement, pursuant to which one hundred percent (100%) of the share capital of Wide Broad (the "Wide Broad Share Capital”) issued and outstanding prior to the exchange, will be exchanged by the Wide Broad Shareholders or their designee in the aggregate for 20,000,000 shares of common stock, $.001 par value, of MUBM (the "MUBM Common Stock").

WHEREAS, prior to Closing (defined below) MUBM shall effect a 1 for 4 reverse split of MUBM Common Stock and Wide Broad and MUBM shall also work together to appoint an board of directors comprised of no less than %50 Independent Directors and form an independent audit committee comprised of no less than two individuals who meet the standards set forth by the NYSE Amex as these terms are defined by the NYSE Amex Company Guide as amended from time to time.

WHEREAS, Wide Broad has acquired from the CHDITN Shareholders, all of the share capital of CHDITN, and CHDITN shall become an indirect wholly owned subsidiary of MUBM.

WHEREAS, neither party is seeking tax counsel or legal or accounting opinions on whether the transactions qualify for tax free treatment.

                      Agreement

Based on the stated premises, which are incorporated herein by reference, and for and in consideration of the mutual covenants and agreements hereinafter set forth, the mutual benefits to the parties to be derived herefrom, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, it is hereby agreed as follows:
 
ARTICLE I
EXCHANGE OF SHARE CAPITAL FOR STOCK

1.01 Exchange of Share Capital for Stock and Retirement of Control Shares. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined in Section 1.05 hereof), the Wide Broad Shareholders shall assign, transfer, and deliver to MUBM, free and clear of all liens, pledges, encumbrances, charges, restrictions, or claims of any kind, nature, or description, the Wide Broad Share Capital, and MUBM agrees to acquire such share capital on such date by issuing and delivering in exchange therefore to the Wide Broad Shareholders the MUBM Common Stock. All shares of MUBM Common Stock to be issued and delivered pursuant to this Agreement shall be appropriately adjusted to take into account any stock split, stock dividend, reverse stock split, recapitalization, or similar change in the MUBM Common Stock which may occur between the date of the execution of this Agreement and the Closing Date.  Simultaneous to the issuance and exchange of the MUBM Common Stock pursuant to this Agreement, MUBM and Maurice shall take all necessary corporate action to retire the Control Shares to the treasury of MUBM.

1.02 Delivery of Wide Broad Share Capital by the Wide Broad Shareholders. The transfer of the Wide Broad Share Capital by the Wide Broad Shareholders shall be effected by the delivery to MUBM at the Closing (as set forth in Section 1.05 hereof) of an endorsement of the share capital in the name of MUBM followed by registration of the same in the name of MUBM with the appropriate government entity of the British Virgin Islands.

1.03 Operation as Wholly-Owned Subsidiary. After giving effect to the transaction contemplated hereby, MUBM will own one hundred percent (100%) of all of the share capital of Wide Broad and Wide Broad will be a wholly-owned subsidiary of MUBM operating under the name “Wide Broad, Ltd.,” a corporation organized and existing under the laws of the British Virgin Islands.  CHDITN is currently a wholly-owned subsidiary of Wide Broad and the post share exchange CHDITN will become a wholly-owned indirect subsidiary of MUBM operating under the name “Donguan CHDITN Printing Co., Ltd.” a corporation organized and existing under the laws of the People’s Republic of China.

1.04 Further Assurances. At the Closing and from time to time thereafter, the Wide Broad Shareholders shall execute such additional instruments and take such other action as MUBM may reasonably request, without undue cost to the Wide Broad Shareholders in order to more effectively sell, transfer, and assign clear title and ownership in the Wide Broad Share Capital to MUBM.

1.05 Closing and Parties. The Closing contemplated hereby shall be held at a mutually agreed upon time and place on or before July __, 2009, or on another date to be agreed to in writing by the parties (the "Closing Date”). The Agreement may be closed at any time following approval by a majority of the Board of Directors of MUBM and by a majority of the Board of Directors of the Wide Broad and the approval of the Wide Broad Shareholders. The Closing may be accomplished by wire, express mail, overnight courier, conference telephone call or as otherwise agreed to by the respective parties or their duly authorized representatives.

 1.06 Closing Events.

(a)  
MUBM Deliveries. Subject to fulfillment or waiver of the conditions set forth in Article IV, MUBM shall deliver to the Wide Broad Shareholders at Closing all the following:

(i)  
A certificate of good standing from the Department of the Secretary of the State of Florida, issued as of a date within ten days prior to the Closing Date, certifying that MUBM is in good standing as a corporation in the State of Florida;
(ii)  
Incumbency and specimen signature certificates dated as of the Closing Date with respect to the officers of MUBM executing this Agreement and any other document delivered pursuant hereto on behalf of MUBM;
(iii)  
Copies of the resolutions/consents of MUBM’s board of directors and shareholder minutes or consents authorizing the execution and performance of this Agreement and the contemplated transactions, certified by the secretary or an assistant secretary of MUBM as of the Closing Date;
(iv)  
The certificate contemplated by Section 4.01, duly executed by the chief executive officer of MUBM;
(v)  
The certificate contemplated by Section 4.02, dated the Closing Date, signed by the chief executive officer of MUBM;
(vi)  
Certificates for 20,000,000 shares of MUBM Common Stock newly issued in the name of the Wide Broad Shareholders;  and
(vii)  
A certified shareholder list of MUBM evidencing the cancellation of the Control Shares; and
(viii)  
An executed lockup agreement restricting the sale or transfer of 550,000 shares of MUBM common stock held in the name of Maurice and 150,000 shares of MUBM common stock held in the name of Robin Beugeltas for a period of six months from the date of Closing; and
(ix)  
MUBM shall have transferred all responsibilities and authorization to Wide Broad’s counsel and/or the newly appointed officers of MUBM regarding the contact and account with Guardian Registrar & Transfer, Inc. and shall be current on all payments thereto; and
(x)  
Delivery of the Note and Collateral to escrow as set forth in Section 5.06 below; and
(xi)  
In addition to the above deliveries, MUBM shall take all steps and actions as the Wide Broad Shareholders may reasonably request or as may otherwise be reasonably necessary to consummate the transactions contemplated hereby.

(b)  
Wide Broad Deliveries. Subject to fulfillment or waiver of the conditions set forth in Article V, the  Wide Broad Shareholders shall deliver to MUBM at Closing all the following:

 
(i)  
Incumbency and specimen signature certificates dated the Closing Date with respect to the officers executing this Agreement and any other document delivered pursuant;
(ii)  
Copies of resolutions/consents of the board of directors of Wide Broad authorizing the execution and performance of this Agreement and the contemplated transactions, certified by the secretary or an assistant secretary of Wide Broad as of the Closing Date;
(iii)  
The certificate contemplated by Section 5.01, executed by the Wide Broad Shareholders; and
(iv)  
The certificate contemplated by Section 5.02, dated as of the Closing Date, signed by the chief executive officer of Wide Broad;
(v)  
In addition to the above deliveries, Wide Broad and/or the Wide Broad Shareholders shall take all steps and actions as MUBM may reasonably request or as may otherwise be reasonably necessary to consummate the transactions contemplated hereby, including the delivery of the Wide Broad Share Capital duly endorsed in favor of MUBM;
(vi)  
Delivery of Schedule 3.02(b) pursuant to Section 3.02(b) below.
(vii)  
Shall pay in full and tender the Purchase Money as set forth in Section 5.06 below; and
 
1.07 Director and Officer Resignations.

At Closing, the current Board of Directors of MUBM shall appoint such director nominees as may be designated by the Wide Broad Shareholders to fill vacancies on the Board of Directors of MUBM, and, thereafter, the current directors of MUBM shall resign.  The appointment of such director nominees shall be comprised of no less than %50 independent board members as defined by the NYSE Amex Company Guide as amended from time to time.  At Closing, the current Board of Directors of MUBM shall also appoint and cause to be formed an independent audit committee consisting of no less than two independent finance experts as defined by the NYSE Amex Company Guide as amended from time to time. In addition, at closing all officers of MUBM shall tender their resignations to the Board of Directors, and new officers of MUBM shall be appointed by the newly appointed Board of Directors of MUBM.  All such director and officer resignations shall be in compliance with the Securities Exchange Act of 1934, as amended, and pursuant to a previously filed Information Statement on Schedule 14F-1 filed by MUBM.

ARTICLE II
REPRESENTATIONS, COVENANTS AND WARRANTIES OF MUBM

As an inducement to, and to obtain the reliance of the Wide Broad Shareholders and Wide Broad, MUBM and Maurice, jointly and severally, represent, promise and warrant as follows:

2.01           Organization.
MUBM is, and will be at Closing, a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida and has the corporate power and is and will be duly authorized, qualified, franchised, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, and there are no other jurisdictions in which it is not so qualified in which the character and location of the assets owned by it or the nature of the material business transacted by it requires qualification, except where failure to do so would not have a material adverse effect on its business, operations, properties, assets or condition. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not, violate any provision of MUBM’s Articles of Incorporation or Bylaws, or other agreement to which it is a party or by which it is bound.

2.02           Approval of Agreement; Enforceability.
MUBM has full power, authority, and legal right and has taken, or will take, all action required by law, its Articles of Incorporation, Bylaws, and otherwise to execute and deliver this Agreement and to consummate the transactions herein contemplated.  The board of directors of MUBM has authorized and approved the execution, delivery, and performance of this Agreement. This Agreement, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of MUBM and Maurice enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.  The MUBM shareholders will not have dissenter’s rights with respect to any of the transactions contemplated herein.


2.03           Capitalization.

The authorized capitalization of MUBM consists of 100,000,000 shares of common stock, $0.001 par value, of which 9,043,214 were issued and outstanding immediately prior to Closing. There are 5,000,000 authorized shares of blank check preferred stock, $.001 par value, and no shares outstanding. There are, and at the Closing, there will be no outstanding subscriptions, options, warrants, convertible securities, calls, rights, commitments or agreements calling for or requiring issuance or transfer, sale or other disposition of any shares of capital stock of the Company or calling for or requiring the issuance of any securities or rights convertible into or exchangeable (including on a contingent basis) for shares of capital stock.  All of the outstanding shares of MUBM are duly authorized, validly issued, fully paid and non-assessable and not issued in violation of the preemptive or other right of any person.  There are no dividends due, to be paid or in arrears with respect to any of the capital stock of Company.

2.04           Financial Statements.
(i)  MUBM has previously delivered to Wide Broad an audited balance sheet of MUBM as of December 31, 2008, and the related statements of operations, stockholders' equity (deficit), and cash flows for the fiscal year ended December 31, 2008, including the notes thereto, and an unaudited balance sheet of MUBM as of March 31, 2009, and the related unaudited statements of operations, stockholders’ equity (deficit), and cash flows for the fiscal quarter ended March 31, 2009 (collectively the “Financial Statements”) and the accompanying auditor’s report to the effect that such audited financial statements contain all adjustments (all of which are normal recurring adjustments) necessary to present fairly the results of operations and financial position for the periods and as of the dates indicated.

(ii)  The Financial Statements of MUBM delivered pursuant to Section 2.04(i) have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved as explained in the notes to such financial statements. The MUBM Financial Statements present fairly, in all material respects, as of the closing date, the financial position of MUBM. MUBM will not have, as of the Closing Date, any liabilities, obligations or claims against it (absolute or contingent), and all assets reflected on such financial statements present fairly the assets of MUBM in accordance with generally accepted accounting principles.

(iii)  MUBM has filed or will file as the Closing Date its tax returns required to be filed for its two most recent fiscal years and will pay all taxes due thereon.  All such returns and reports are accurate and correct in all material respects.  MUBM has no liabilities with respect to the payment of any federal, state, county, local, or other taxes (including any deficiencies, interest, or penalties) accrued for or applicable to the period ended on the closing date and all such dates and years and periods prior thereto and for which MUBM may at said date have been liable in its own right or as transferee of the assets of, or as successor to, any other corporation or entity, except for taxes accrued but not yet due and payable, and to the best knowledge of MUBM, no deficiency assessment or proposed adjustment of any such tax return is pending, proposed or contemplated.  None of such income tax returns has been examined or is currently being examined by the Internal Revenue Service and no deficiency assessment or proposed adjustment of any such return is pending, proposed or contemplated.  MUBM has not made any election pursuant to the provisions of any applicable tax laws (other than elections that relate solely to methods of accounting, depreciation, or amortization) that would have a material adverse affect on MUBM, its financial condition, its business as presently conducted or proposed to be conducted, or any of its respective properties or material assets.  There are no outstanding agreements or waivers extending the statutory period of limitation applicable to any tax return of MUBM.

2.05           Information.
The information concerning MUBM set forth in this Agreement is complete and accurate in all respects and does not contain any untrue statement of a fact or omit to state a fact required to make the statements made, in light of the circumstances under which they were made, not misleading.  MUBM shall cause the information delivered by it pursuant hereto to the Wide Broad Shareholders to be updated after the date hereof up to and including the Closing Date.

2.06           Absence of Certain Changes or Events.
Except as set forth in this Agreement, since the date of the most recent MUBM balance sheet described in Section 2.04 and included in the information referred to in Section 2.05:

(a)  There has not been: (i) any adverse change in the business, operations, properties, level of inventory, assets, or condition of MUBM; or (ii) any damage, destruction, or loss to MUBM (whether or not covered by insurance) adversely affecting the business, operations, properties, assets, or conditions of MUBM;

(b)  MUBM has not: (i) amended its Articles of Incorporation or Bylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of MUBM; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employees whose monthly compensation exceeds $1,000; or (viii) made any increase in any profit-sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees;

(c)  MUBM has not: (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent MUBM balance sheet and current liabilities incurred since that date in the ordinary course of business; (iv) sold or transferred, or agreed to sell or transfer, any of its material assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,000 or canceled, or agreed to cancel, any debts or claims (except debts and claims which in the aggregate are of a value of less than $5,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of MUBM; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock); and

(d)  MUBM has not become subject to any law, order, investigation, inquiry, grievance or regulation which materially and adversely affects, or in the future would be reasonably expected to adversely affect, the business, operations, properties, assets, or condition of MUBM.

2.07           Litigation and Proceedings.
There are no material actions, suits, claims, or administrative or other proceedings pending, asserted or unasserted, threatened by or against MUBM or adversely affecting MUBM or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind.  MUBM is not in default of any judgment, order, writ, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality.

2.08           Compliance With Laws; Government Authorization.
(a) MUBM and its officers and directors have complied with all federal, state, county and local laws, ordinances, regulations, inspections, orders, judgments, injunctions, awards or decrees applicable to it or its business, including federal and state securities laws.  MUBM and its officers, directors and beneficial owners are not under investigation by any federal, state, county or local authorities, including the Commission. MUBM and its officers, directors and beneficial owners have not received notification from any federal, state, county, or local authorities, including the Commission,  that it or any of its officers or directors will be the subject of a legal action or that the Commission’s Division of Enforcement will be recommending to the Commission that a Federal District Court or Commission administrative action or any other action be filed or taken against MUBM and its officers, directors and beneficial owners.

(b)  MUBM has all licenses, franchises, permits, and other governmental authorizations that are legally required to enable it to conduct its business in all material respects as conducted on the date of this Agreement.  No authorization, approval, consent, or order of, or registration, declaration, or filing with, any court or other governmental body is required in connection with the execution and delivery by MUBM of this Agreement and the consummation by MUBM of the transactions contemplated hereby.


2.09           Securities and Exchange Commission Compliance of MUBM.  MUBM has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and has complied in all respects with Rule 14(a) and 14(c) of the Exchange Act, and with Sections 13 and 15(d) of the Exchange Act, and MUBM, its management and beneficial owners have complied in all respects with Sections 13(d) and 16(a) of the Exchange Act.

2.10           Contract Defaults.
MUBM is not in default under the terms of any outstanding contract, agreement, lease, or other commitment, and there is no event of default or other event which, with notice or lapse of time or both, would constitute a default in any respect under any such contract, agreement, lease, or other commitment.

2.11           No Conflict With Other Instruments.
The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture, mortgage, deed of trust, or other material contract, agreement, or instrument to which MUBM is a party or to which any of its properties or operations are subject.

2.12           Subsidiary.
MUBM does not own either beneficially or of record any equity interest in any other company.  MUBM does not have a predecessor as that term is defined under generally accepted accounting principles or Regulation S-X promulgated by the Securities and Exchange Commission.

2.13           MUBM Documents.
MUBM has delivered to the Wide Broad Shareholders copies of the following documents, which are collectively referred to as the "MUBM Documents" and which consist of the following dated as of the date of execution of this Agreement, all certified by a duly authorized officer of MUBM as complete, true, and accurate:

(a)  A copy of the Articles of Incorporation and Bylaws of MUBM in effect as of the date of this Agreement;

(b)  A copy of resolutions adopted by the board of directors of MUBM approving this Agreement and the transactions herein contemplated;

(c)  A document setting forth a description of any material adverse change in the business, operations, property, inventory, assets, or condition of MUBM since the most recent MUBM balance sheet required to be provided pursuant to Section 2.04 hereof, updated to the Closing Date;

(d) MUBM tax returns required to be filed for its two most recent fiscal years;

2.14           Quotation on the OTC Bulletin Board.  MUBM’s Common Stock is quoted in good standing on the OTC Bulletin Board under the symbol “MUBM” and MUBM will retain such quotation and standing on the OTC Bulletin Board until the Closing of the transactions contemplated herein, without a penalty such as receipt of an “E” or otherwise being penalized by NASD or the OTCBB.

2.15           Delivery of Shareholder List.  Upon execution of this agreement, MUBM shall deliver a certified shareholder list from its transfer agent setting forth the name of each MUBM shareholder, the number of shares held by each, dated as of a date within fifteen days of closing and whether such shares held are restricted securities. In connection therewith, MUBM represents that none of its shareholders are nominees for any other person.

2.16  
Liabilities, Indebtedness, etc.
As of the Closing Date, MUBM shall not have any assets, liabilities or indebtedness as such terms are defined by Generally Accepted Accounting Principles.

ARTICLE III
REPRESENTATIONS, COVENANTS, WARRANTIES OF THE WIDE BROAD SHAREHOLDERS AND WIDE BROAD
As an inducement to, and to obtain the reliance of MUBM, the Wide Broad Shareholders and Wide Broad, jointly and severally, represent and warrant as follows:

3.01 Organization.
(a)  Wide Broad and CHDITN are corporations duly organized, validly existing and in good standing, and no certificates of dissolution have been filed under the laws of the People’s Republic of China or the BVI.  Each of Wide Broad and CHDITN has all requisite authority and power (corporate and other), governmental licenses, authorizations, consents and approvals to carry on their respective businesses as presently conducted and to own, hold and operate their respective properties and assets as now owned, held and operated.  Wide Broad has delivered or made available to MUBM a true and correct copy of their organizational documents and the organizational documents of CHDITN, each as amended to date.  Neither the Company nor CHDITN is in violation of any of the provisions of its respective organizational documents.

(b) Except for CHDITN, Wide Broad does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity.  Wide Broad is the direct or indirect owner of all outstanding shares of capital stock of CHDITN and all such shares are duly authorized, validly issued, fully paid and nonassessable.  All of the outstanding shares of capital stock of CHDITN are owned by Wide Broad free and clear of all liens, charges, claims or encumbrances or rights of others.  There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of CHDITN, or otherwise obligating Wide Broad or CHDITN to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities.
 
3.02  Capital Structure.
(a)  The authorized capital stock of Wide Broad consists of (i) 1,000 shares, $1.00 par value, of which there are issued and outstanding, 1,000 ordinary shares.  There are no other outstanding shares or voting securities and no outstanding commitments to issue any shares or voting securities after the date hereof.  All outstanding Wide Broad securities are duly authorized, validly issued, fully paid and non-assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the organizational documents of Wide Broad or any agreement to which Wide Broad is a party or by which it is bound.  There are no options, warrants, calls, rights, commitments or agreements of any character to which Wide Broad is a party or by which it is bound obligating Wide Broad to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Wide Broad or obligating Wide Broad to grant, extend, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement.  There are no contracts, commitments or agreements relating to voting, purchase or sale of Wide Broad’s shares between or among Wide Broad and any of its shareholders, or among any of the Wide Broad shareholders.

(b)Set forth on Schedule 3.02(b) is the following: (i) the name and address of each person owning any capital stock or other equity interest in Wide Broad; (ii) the certificate number of each certificate evidencing shares of capital stock or any other equity interest issued by Wide Broad, (iii) the number of shares of capital stock or any other equity interest  evidenced by each such certificate, (iv) the date of issuance thereof and, in the case of cancellation, the date of cancellation.  Each Wide Broad Shareholder represents and warrants that such person has good, valid and marketable title to, all the equity interests of Wide Broad designated on Schedule 3.02(b) as owned by such Wide Broad Shareholder.

3.03           Approval of Agreement; Enforceability.
Wide Broad has full power, authority, and legal right and has taken, or will take, all action required by law, its constituent documents, or otherwise to execute and deliver this Agreement and to consummate the transactions herein contemplated. The board of directors of Wide Broad has authorized and approved the execution, delivery, and performance of this Agreement and the transactions contemplated hereby, subject to the approval of the Wide Broad Shareholder, which has been obtained, and compliance with any laws, rules or policies of the government of the British Virgin Islands.  This Agreement, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Wide Broad Shareholders and Wide Broad enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

3.04           Financial Statements.
(a)  Wide Broad has previously delivered to MUBM a copy of an audited balance sheet of Wide Broad as of December 31, 2008 and December 31, 2007 and the related audited statements of operations, cash flows, and share capital for the period since inception through December 31, 2008 including the notes thereto to the effect that such financial statements contain all adjustments (all of which are normal recurring adjustments) necessary to present fairly the results of operations and financial position for the periods and as of the dates indicated.

(b)  The audited financial statements delivered pursuant to Section 3.04(a) have been prepared in accordance with generally accepted accounting principles consistently applied in the United States, throughout the periods involved. The financial statements of Wide Broad present fairly, as of their respective dates, the financial position of Wide Broad.  Wide Broad did not have, as of the date of any such balance sheets, except as and to the extent reflected or reserved against therein, any liabilities or obligations (absolute or contingent) which should be reflected in any financial statements or the notes thereto prepared in accordance with generally accepted accounting principles in the United States, and all assets reflected therein present fairly the assets of Wide Broad, in accordance with generally accepted accounting principles in the United States. The statements of revenue and expenses and cash flows present fairly the financial position and results of operations of Wide Broad as of their respective dates and for the respective periods covered thereby.

3.05           Outstanding Warrants and Options.
Wide Broad has no issued warrants or options, calls, or commitments of any nature relating to the Wide Broad Share Capital, except as previously disclosed in writing to MUBM.

3.06           Information.
The information concerning Wide Broad set forth in this Agreement is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.  Wide Broad shall cause the information required to be delivered by them pursuant to this Agreement to MUBM to be updated after the date hereof up to and including the Closing Date.

3.07           Absence of Certain Changes or Events.
Except as set forth in this Agreement, since the date of the most recent Wide Broad balance sheet described in Section 3.04 and included in the information referred to in Section 3.06:

(a) There has not been: (i) any material adverse change in the business, operations, properties, level of inventory, assets, or condition of Wide Broad or CHDITN; or (ii) any damage, destruction, or loss to Wide Broad or CHDITN materially and adversely affecting the business, operations, properties, assets, or conditions of Wide Broad or CHDITN;

(b)  Wide Broad and CHDITN have not: (i) amended its constituent documents; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to holders of share capital or purchased or redeemed, or agreed to purchase or redeem, any of its share capital; (iii) waived any rights of value which in the aggregate are extraordinary and material considering the business of Wide Broad or CHDITN; (iv) made any material change in its method of accounting; (v) entered into any other material transactions other than those contemplated by this Agreement; (vi) made any material accrual or material arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; or (vii) made any material increase in any profit-sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with their officers, directors, or employees;

(c)  Wide Broad and CHDITN have not (i) granted or agreed to grant any options, warrants, or other rights for its share capital, bonds, or other corporate securities calling for the issuance thereof, except as previously disclosed in writing to MUBM; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Wide Broad balance sheet and current liabilities incurred since that date in the ordinary course of business; (iv) sold or transferred, or agreed to sell or transfer, any of its material assets, properties, or rights, or agreed to cancel any material debts or claims; (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of Wide Broad; or (vi) issued, delivered, or agreed to issue or deliver any share capital, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock); and

(d)  To the best knowledge of Wide Broad and its shareholders and principals, it has not become subject to any law or regulation which materially and adversely affects, or in the future would be reasonably expected to adversely affect, the business, operations, properties, assets, or condition of Wide Broad.

3.08           Litigation and Proceedings.
There are no material actions, suits, or proceedings pending or, to the knowledge of Wide Broad, threatened by or against Wide Broad or CHDITN or adversely affecting Wide Broad or CHDITN, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind.  Wide Broad does not have any knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality.

3.09           Material Contract Defaults.
Wide Broad and CHDITN are not in default in any material respect under the terms of any outstanding contract, agreement, lease, or other commitment which is material to the business, operations, properties, assets, or condition of Wide Broad, and there is no event of default or other event which, with notice or lapse of time or both, would constitute a default in any material respect under any such contract, agreement, lease, or other commitment in respect of which Wide Broad has not taken adequate steps to prevent such a default from occurring.

3.10           No Conflict With Other Instruments.
The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture, mortgage, deed of trust or other material contract, agreement, or instrument to which Wide Broad or CHDITN is a party or to which any of its properties or operations are subject.

3.11           Governmental Authorizations.
Wide Broad and CHDITN have all licenses, franchises, permits, and other governmental authorizations that are legally required to enable it to conduct its business in all material respects as conducted on the date of this Agreement.  No authorization, approval, consent, or order of, or registration, declaration, or filing with, any court or other governmental body is required in connection with the execution and delivery by Wide Broad of this Agreement and the consummation by Wide Broad of the transactions contemplated hereby.

3.12           Compliance With Laws and Regulations.
Wide Broad and CHDITN have complied with all applicable statutes and regulations of any governmental entity or agency thereof having jurisdiction over Wide Broad or CHDITN, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or condition of Wide Broad or CHDITN or except to the extent that noncompliance would not result in the occurrence of any material liability for Wide Broad. The consummation of this transaction will comply with all applicable laws, rules and policies of the government of the People’s Republic of China, the Ministry of Commerce of the Peoples’ Republic of China and the Peoples’ Republic of China State Administration of Foreign Exchange.

3.13           Subsidiaries.
Except as disclosed in the financial statements of Section 3.04 hereof, Wide Broad does not own beneficially or of record equity securities in any subsidiary that has not been previously disclosed to MUBM.

3.14           Wide Broad Documents.
Wide Broad has delivered to MUBM the following documents, which are collectively referred to as the "Wide Broad Documents" and which consist of the following dated as of the date of execution of this Agreement, all certified by the Chief Executive Officer of Wide Broad as complete, true, and accurate:

(a)                      A copy of all of CHDITN Holding’s constituent documents and all amendments thereto in effect as of the date of this Agreement;

(b)   Copies of resolutions adopted by the board of directors of Wide Broad approving this Agreement and the transactions herein contemplated;

(c)  A document setting forth a description of any material adverse change in the business, operations, property, inventory, assets, or condition of Wide Broad since the most recent Wide Broad balance sheet required to be provided pursuant to Section 3.04 hereof, updated to the Closing Date;

(d)   A legal opinion from a Peoples’ Republic of China licensed law firm stating that consummation of this transaction will comply with all applicable laws, rules and policies of the government of the People’s Republic of China, the Ministry of Commerce of the Peoples’ Republic of China and the Peoples’ Republic of China State Administration of Foreign Exchange.

ARTICLE IV
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE WIDE BROAD SHAREHOLDERS AND WIDE BROAD

The obligations of the Wide Broad Shareholders and Wide Broad under this Agreement are subject to the satisfaction or waiver, at or before the Closing Date, of the following conditions:

4.01           Accuracy of Representations.
The representations and warranties made by MUBM in this Agreement were true when made and shall be true at the Closing Date with the same force and effect as if such representations and warranties were made at and as of the Closing Date, and MUBM shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by MUBM prior to or at the Closing.  The Wide Broad Shareholders shall be furnished with a certificate, signed by a duly authorized officer of MUBM and dated the Closing Date, to the foregoing effect.

4.02           Officer's Certificate.
The Wide Broad Shareholders shall have been furnished with a certificate dated the Closing Date and signed by the duly authorized Chief Executive Officer of MUBM to the effect that to such officer's best knowledge no litigation, proceeding, investigation, or inquiry is pending or, to the best knowledge of MUBM threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement.  Furthermore, based on a certificate of good standing, and MUBM’s own documents and information, the certificate shall represent, to the best knowledge of the officer, that:

(a)  This Agreement has been duly approved by MUBM’s board of directors and has been duly executed and delivered in the name and on behalf of MUBM by its duly authorized officer pursuant to, and in compliance with, authority granted by the board of directors of MUBM pursuant to a majority consent;

(b)  There have been no adverse changes in MUBM up to and including the date of the certificate;

(c)           All conditions required by this Agreement have been met, satisfied, or performed by MUBM;

(d)                      All authorizations, consents, approvals, registrations, reports, schedules and/or filings with any governmental body including the Securities and Exchange Commission, agency, or court have been obtained or will be obtained by MUBM and all of the documents obtained by MUBM are in full force and effect or, if not required to have been obtained, will be in full force and effect by such time as may be required; and

(e)  There is no claim action, suit, proceeding, inquiry, or investigation at law or in equity by any public board or body pending or threatened against MUBM, wherein an unfavorable decision, ruling, or finding could have an adverse effect on the financial condition of MUBM, the operation of MUBM, or the transactions contemplated herein, or any agreement or instrument by which MUBM is bound or in any way contests the existence of MUBM.

4.03  No Litigation.
As of the Closing, there shall not be pending any litigation to which MUBM, the Wide Broad Shareholder, or Wide Broad is a party and which is reasonably likely to have a material adverse effect on the business of MUBM or the contemplated transactions.

4.04                      Results of Due Diligence Investigation.
The Wide Broad Shareholders shall be satisfied with the results of their due diligence investigation of MUBM, in his sole discretion.

4.05                      MUBM Shall Have No Assets or Liabilities as of Closing.
As of the Closing, MUBM shall have no assets or liabilities as such term is defined by U.S. generally accepted accounting principles.

4.06. MUBM’s Outstanding Capital Stock at Closing.
As of the Closing, the total outstanding capital stock of MUBM shall consist of 20,398,304 shares of common stock, after giving effect to the 1 for 4 reverse split, the retirement of the Control Shares and the 20,000,000 share issuance and transfer contemplated hereby, and there shall be no options, warrants, employee compensation or other rights to issue common stock or preferred stock issued or outstanding.

4.07   MUBM Shall Have Filed and Mailed a Schedule 14F-1.
MUBM shall have filed with the Commission and mailed to its shareholders of record an Information Statement on Schedule 14F-1, and ten days shall have passed since the date on which it was mailed to shareholders of record.

4.08 Delivery of Lock-Out Agreement
MUBM and Maurice shall cause to be executed and deliver a lockup agreement restricting the sale or transfer of 550,000 (137,500 post reverse split) shares of MUBM common stock held in the name of Maurice and 150,000 (37,500 post reverse split) shares of MUBM common stock held in the name of Robin Beugeltas for a period of six months from the date of Closing; and

4.09                      No Material Adverse Change.
There shall not be any change in, or effect on, either of Wide Broad’s or MUBM’s assets, financial condition, operating results, customer and employee relations, or business prospects or the financial statements previously supplied by Wide Broad or MUBM which is, or may reasonably be expected to be, materially adverse to the business, operations (as now conducted), assets, prospects or condition (financial or otherwise), of Wide Broad or MUBM or to the contemplated transactions.

4.10  MUBM’s Over-The-Counter Bulletin Board Quotation.
As of the Closing, the common stock of MUBM shall be quoted on FINRA’s Over-The-Counter Bulletin Board, and shall be in good standing without an “E” or any other penalty being imposed by FINRA or the OTCBB.

4.11           Good Standing.
The Wide Broad Shareholders shall have received a certificate of good standing from the appropriate authority, dated as of the date within five days prior to the Closing Date, certifying that MUBM is in good standing as a corporation in the State of Florida.

4.12 MUBM’s Disposal of Subsidiaries
MUBM shall have disposed of any subsidiaries, if applicable.

4.13  MUBM’s Responsibility for filing Form 10-Q
MUBM shall have acknowledged in writing to Wide Broad its responsibility to prepare and file, and bear the cost of, MUBM’s Form 10-Q for the quarter ended June 30, 2009 which must be filed with the Commission on or about July 15, 2009.

4.14           Other Items.
The Wide Broad Shareholders shall have received from MUBM such other documents, legal opinions, certificates, or instruments relating to the transactions contemplated hereby as the Wide Broad Shareholders may reasonably request.

ARTICLE V
CONDITIONS PRECEDENT TO OBLIGATIONS OF MUBM

The obligations of MUBM under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions:

5.01           Accuracy of Representations.
The representations and warranties made by the Wide Broad Shareholders and Wide Broad in this Agreement were true when made and shall be true at the Closing Date with the same force and affect as if such representations and warranties were made at and as of the Closing Date (except for changes therein permitted by this Agreement), and the Wide Broad Shareholders and/or Wide Broad shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by them prior to or at the Closing.  MUBM shall be furnished with a certificate, signed by the Wide Broad Shareholders and dated the Closing Date, to the foregoing effect.

5.02           Officer's Certificate.
MUBM shall have been furnished with a certificate dated the Closing Date and signed by the duly authorized Chief Executive Officer of Wide Broad to the effect that no litigation, proceeding, investigation, or inquiry is pending or, to the best knowledge of Wide Broad, threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement.  Furthermore, based on Wide Broad’s own documents, the certificate shall represent, to the best knowledge of the officer, that:

(a)  This agreement has been duly approved by Wide Broad’s board of directors and stockholders and has been duly executed and delivered in the name and on behalf of Wide Broad by its duly authorized officer pursuant to, and in compliance with, authority granted by the board of directors of Wide Broad;

(b)  Except as provided or permitted herein, there have been no material adverse changes in Wide Broad up to and including the date of the certificate;

(c)                      All material conditions required by this Agreement have been met, satisfied, or performed by Wide Broad and/or the Wide Broad Shareholders;

(d)  All authorizations, consents, approvals, registrations, and/or filings with any governmental body, agency, or court required in connection with the execution and delivery of the documents by Wide Broad and/or the Wide Broad Shareholders have been obtained and are in full force and effect or, if not required to have been obtained will be in full force and effect by such time as may be required; and

(e)  There is no material action, suit, proceeding, inquiry, or investigation at law or in equity by any public board or body pending or threatened against Wide Broad, wherein an unfavorable decision, ruling, or finding would have a material adverse affect on the financial condition of Wide Broad, the operation of Wide Broad, for the transactions contemplated herein, or any material agreement or instrument by which Wide Broad is bound or would in any way contest the existence of Wide Broad.

5.03  No Litigation.
As of the Closing, there shall not be pending any litigation to which MUBM, any of the Wide Broad Shareholders or Wide Broad is a party and which is reasonably likely to have a material adverse effect on the business of Wide Broad or the contemplated transactions.

5.04                      Results of Due Diligence Investigation.
MUBM shall be satisfied with the results of its due diligence investigation of Wide Broad, in its sole discretion.

5.05                      No Material Adverse Change.
There shall not be any change in, or effect on, Wide Broad’s or MUBM’s assets, financial condition, operating results, customer and employee relations, or business prospects or the financial statements previously supplied by Wide Broad or MUBM which is, or may reasonably be expected to be, materially adverse to the business, operations (as now conducted), assets, prospects or condition (financial or otherwise), of the Wide Broad Shareholders or Wide Broad or to the contemplated transactions.

5.06 Purchase Money.
Upon signing this Agreement the Wide Broad Shareholders shall pay into escrow an amount equal to $600,000 (the “Purchase Money”) as additional consideration and against delivery of a receipt and satisfaction.  The $600,000 shall consist of: (i) a non-refundable deposit of $35,000 which shall be disbursed to Maurice for his immediate use (ii) a collateralized promissory note in the amount of $565,000 (the “Note”) delivered prior to Closing and which shall remain in escrow until Closing and pending satisfaction or waiver of the terms and conditions of this Agreement and (iii) 3,000,000 post reverse split shares (the “Collateral”) which shall be allocated from the MUBM Common Stock and held in the name of “Greentree Financial Group, Inc. (USA) Escrow Account” post Closing until either the Note is satisfied in full or an Event of Default (as defined in the Note) has occurred.  The Purchase Money, Note and Collateral shall be held in the escrow account of Greentree Financial Group, Inc. (USA) and disbursed pursuant to the terms hereto.

5.07           Other Items.
MUBM shall have received from the Wide Broad Shareholders and/or Wide Broad such other documents, legal opinions, certificates, or instruments relating to the transactions contemplated hereby as MUBM may reasonably request.

ARTICLE VI
COVENANTS RELATING TO CHDITN

6.01 CHDITN is currently an indirect wholly owned subsidiary of Wide Broad and subsequent to Closing of this Agreement, Wide Broad shall be a wholly owned subsidiary of MUBM.  Accordingly, CHDITN shall be an indirect wholly owned subsidiary of MUBM and CHDITN shall continue business under the name of “Donguan CHDITN Printing Co., Ltd., a corporation organized and existing under the laws of the People’s Republic of China.


ARTICLE VII
SPECIAL COVENANTS

7.01           Activities of MUBM and Wide Broad
(a)  From and after the date of this Agreement until the Closing Date and except as set forth in the respective documents to be delivered by MUBM and Wide Broad pursuant hereto or as permitted or contemplated by this Agreement, MUBM, Wide Broad and CHDITN will each:

(i)  Carry on its business in substantially the same manner as it has heretofore;
(ii) Maintain in full force and effect insurance, if any, comparable in amount and in scope of coverage to that now maintained by it;
(iii) Perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(iv) Use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationships with its material suppliers and customers;
(v)  Duly and timely file for all taxable periods ending on or prior to the Closing Date all tax returns required to be filed by or on behalf of such entity or for which such entity may be held responsible and shall pay, or cause to pay, all taxes required to be shown as due and payable on such returns, as well as all installments of tax due and payable during the period commencing on the date of this Agreement and ending on the Closing Date; and
(vi) Fully comply with and perform in all material respects all obligations and duties imposed on it by all laws and all rules, regulations, and orders imposed by governmental authorities.

(b)  From and after the date of this Agreement and except as provided herein until the Closing Date, MUBM and Wide Broad will each not:

(i)  Make any change in its Articles of Incorporation, Bylaws or constituent documents;
(ii)  Enter into or amend any material contract, agreement, or other instrument of any of the types described in such party's documents, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business; and
(iii) Enter into any agreement for the sale of MUBM securities or a merger or sale of substantially all of the assets of MUBM without the prior written approval of Wide Broad.

7.02           Access to Properties and Records.
Until the Closing Date, Wide Broad and MUBM will afford to the other party's officers and authorized representatives and attorneys full access to the properties, books, and records of the other party in order that each party may have full opportunity to make such reasonable investigation as it shall desire to make of the affairs of Wide Broad or MUBM and will furnish the other party with such additional financial and other information as to the business and properties of Wide Broad or MUBM as each party shall from time to time reasonably request.

7.03           Indemnification by Wide Broad and the Wide Broad Shareholder.
(a)           Wide Broad will indemnify and hold harmless MUBM and its directors and officers, and each person, if any, who controls MUBM within the meaning of the Securities Act from and against any and all losses, claims, damages, expenses, liabilities, or other actions to which any of them may become subject under applicable law (including the Securities Act and the Securities Exchange Act) and will reimburse them for any legal or other expenses reasonably incurred by them in connection with investigating or defending any claims or actions, whether or not resulting in liability, insofar as such losses, claims, damages, expenses, liabilities, or actions arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in any of the representations, covenants and warranties set forth herein; or (ii) the breach of any covenant or agreement set forth herein.  The indemnity set forth herein shall survive the consummation of the transactions herein for a period of one year.

(b)           The Wide Broad Shareholders will indemnify and hold harmless MUBM, its directors and officers, and each person, if any, who controls MUBM within the meaning of the Securities Act from and against any and all losses, claims, damages, expenses, liabilities, or other actions to which any of them may become subject under applicable law (including the Securities Act and the Securities Exchange Act) and will reimburse them for any legal or other expenses reasonably incurred by them in connection with investigating or defending any claims or actions, whether or not resulting in liability, insofar as such losses, claims, damages, expenses, liabilities, or actions arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in any of the representations, covenants and warranties set forth herein; or (ii) the breach of any covenant or agreement set forth herein.  The indemnity set forth herein shall survive the consummation of the transactions herein for a period of one year.

7.04 Indemnification by MUBM and Maurice.
(a)   MUBM will indemnify and hold harmless Wide Broad, the Wide Broad Shareholder, and Wide Broad’s directors and officers, and each person, if any, who controls Wide Broad within the meaning of the Securities Act from and against any and all losses, claims, damages, expenses, liabilities, or actions to which any of them may become subject under applicable law (including the Securities Act and the Securities Exchange Act) and will reimburse them for any legal or other expenses reasonably incurred by them in connection with investigating or defending any claims or actions, whether or not resulting in liability, insofar as such losses, claims, damages, expenses, liabilities, or actions arise out of or are based upon:  (i) any untrue statement or alleged untrue statement of a material fact contained in any of the representations, covenants and warranties set forth herein; or (ii) the breach of any covenant or agreement set forth herein.  The indemnity set forth herein shall survive the consummation of the transactions herein for a period of one year.

(b)    Maurice will indemnify and hold harmless Wide Broad, the Wide Broad Shareholder, and Wide Broad’s directors and officers, and each person, if any, who controls Wide Broad within the meaning of the Securities Act from and against any and all losses, claims, damages, expenses, liabilities, or other actions to which any of them may become subject under applicable law (including the Securities Act and the Securities Exchange Act) and will reimburse them for any legal or other expenses reasonably incurred by them in connection with investigating or defending any claims or actions, whether or not resulting in liability, insofar as such losses, claims, damages, expenses, liabilities, or actions arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in any of the representations, covenants and warranties set forth herein; or (ii) the breach of any covenant or agreement set forth herein.  The indemnity set forth herein shall survive the consummation of the transactions herein for a period of one year.

7.05           The Issuance of MUBM Common Stock.
MUBM and the Wide Broad Shareholders understand and agree that the consummation of this Agreement, including the issuance of the MUBM Common Stock to the Wide Broad Shareholders as contemplated hereby, constitutes the offer and sale of securities under the Securities Act and applicable state statutes. MUBM and the Wide Broad Shareholders agree that such transactions shall be consummated in reliance on an exemption from registration pursuant to the Securities Act of 1933, as amended (the “Act”), provided by Regulation S. Such exemption is based on the following representations, warranties and covenants made by the Wide Broad Shareholders.


(a)    Regulation S Representations, Warranties and Covenants.
The Wide Broad Shareholders represent and warrant to, and covenant with, MUBM as follows:

(1)  
The Wide Broad Shareholder is not a U.S. person and is not acquiring the shares of common stock of MUBM for the account or for the benefit of any U.S. person and are not a U.S. person who purchased the shares of common stock in a transaction that did not require registration under the Act.
(2)  
The Wide Broad Shareholder agrees to resell such common stock only in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration.
(3)  
The Wide Broad Shareholder agrees not to engage in hedging transactions with regard to such securities unless in compliance with the Act.
(4)  
The Wide Broad Shareholder consents to the certificate for the shares of common stock of MUBM to contain a legend to the effect that transfer is prohibited except in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration, and that hedging transactions involving the shares of common stock may not be conducted unless in compliance with the Act.
(5)  
The Wide Broad Shareholder acknowledges that MUBM has agreed to refuse to register any transfer of the shares of common stock not made in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration.
(6)  
The Wide Broad Shareholder covenants and represents and warrants in favor of MUBM that all of the representations and warranties set forth herein shall be true and correct at the time of Closing as if made on that date.

(b)  In connection with the transaction contemplated by this Agreement, MUBM shall file, with its counsel, such notices, applications, reports, or other instruments as may be deemed necessary or appropriate in an effort to document reliance on such exemptions, and the appropriate regulatory authority in the countries where the Wide Broad Shareholder resides unless an exemption requiring no filing is available in such jurisdictions, all to the extent and in the manner as may be deemed by such parties to be appropriate.

7.06           Securities Filings.
MUBM shall be responsible for the preparation and filing of all Securities Act and Exchange Act filings that may result from the transactions contemplated in this Agreement, although counsel for the Wide Broad Shareholders may assist with the preparation and filing.

7.07           Sales of Securities under Rule 144, If Applicable.
(a)  MUBM will use its best efforts to at all times satisfy the current public information requirements of Rule 144 promulgated under the Act.

(b)  If any certificate representing any such restricted stock is presented to MUBM’s transfer agent for registration or transfer in connection with any sales theretofore made under Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by an opinion of counsel satisfactory to MUBM and its counsel that such transfer has complied with the requirements of Rule 144, as the case may be, MUBM will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or restrictive legend.

(c)  Other Representations, Warranties and Covenants.

(1)  
The Wide Broad Shareholders has been furnished with and have carefully read the periodic reports on Forms 10-K, 10-Q and 8-K filed by MUBM with the Securities and Exchange Commission.  With respect to individual or partnership tax and other economic considerations involved in this investment, the Wide Broad Shareholders confirm that they are not relying on MUBM (or any agent or representative of MUBM).  The Wide Broad Shareholders have carefully considered and have, to the extent such persons believe such discussion necessary, discussed with their own legal, tax, accounting and financial advisers the suitability of an investment in the common stock for such particular tax and financial situation.
(2)  
The Wide Broad Shareholders acknowledge that MUBM may be considered a “shell company” in the context of the transaction with no operations and no significant assets and that, as a result, the consideration for the Shares far exceeds the value of the MUBM Common Stock under any recognized criteria of value.  The Wide Broad Shareholders further acknowledge that they are aware of the quoted prices for MUBM’s common stock on the OTC Bulletin Board but understand there is no active trading market for such shares, quotations on the OTCBB represent inter-dealer prices without retail mark-up, mark-down, or commission, and may not represent actual transactions, and there is no liquid trading market for MUBM’s common stock.  As a result, there can be no assurance that the Wide Broad Shareholders will be able to sell the common stock.
(3)  
The Wide Broad Shareholders have had an opportunity to inspect relevant documents relating to the organization and business of MUBM. The Wide Broad Shareholders acknowledge that all documents, records and books pertaining to this investment which such Wide Broad Shareholder has requested has been made available for inspection by such Wide Broad Shareholder and their respective attorney, accountant or other adviser(s).
(4)  
The Wide Broad Shareholders and/or their respective advisor(s) has/have had a reasonable opportunity to ask questions of, and receive answers and request additional relevant information from, the officers of MUBM concerning the transactions contemplated by this Agreement.
(5)  
The Wide Broad Shareholders confirm that they are not acquiring the common stock as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar.
(6)  
The Wide Broad Shareholders, by reason of such persons’ business or financial experience, has the capacity to protect their own interests in connection with the transactions contemplated by this Agreement.
(7)  
Except as set forth in this Agreement, the Wide Broad Shareholders represent that no representations or warranties have been made to them by MUBM, any officer director, agent, employee, or affiliate of MUBM, and such Wide Broad Shareholder has not relied on any oral representation by MUBM or by any of its officers, directors or agents in connection with their decision to acquire the common stock.
(8)  
The Wide Broad Shareholders represent that neither they nor any of their affiliates is subject to any of the events described in Section 262(b) of Regulation A promulgated under the Act.
(9)  
The Wide Broad Shareholders have adequate means for providing for their current financial needs and contingencies, are able to bear the substantial economic risks of an investment in the MUBM common stock for an indefinite period of time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment.
(10)  
The Wide Broad Shareholders have such knowledge and experience in financial, tax and business matters so as to enable them to use the information made available to them in connection with the transaction to evaluate the merits and risks of an investment in the MUBM common stock and to make an informed investment decision with respect thereto.
(11)  
The Wide Broad Shareholders understand that the MUBM common stock constitutes “restricted securities” that have not been registered under the Securities Act or any applicable state securities law and they are acquiring the same as principals for their own account for investment purposes and not for distribution. The Wide Broad Shareholders acknowledge that the common stock has not been registered under the Act or under any the securities act of any state or country.  The Wide Broad Shareholders understand further that in absence of an effective registration statement, the common stock can only be sold pursuant to some exemption from registration.
(12)  
The Wide Broad Shareholders recognize that investment in the MUBM Common Stock involves substantial risks.  The Wide Broad Shareholders acknowledge that they have reviewed the risk factors identified in the periodic reports filed by MUBM with the Securities and Exchange Commission.  The Wide Broad Shareholders further confirm that they are aware that no federal or state agencies have passed upon this transaction or made any finding or determination as to the fairness of this investment.
(13)  
The Wide Broad Shareholders acknowledge that each stock certificate representing the common stock shall contain a legend substantially in the following form:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) PURSUANT TO AN EXEMPTION FROM REGISTRATION AFFORDED BY REGULATION S AND HAVE NOT BEEN  REGISTERED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE PURCHASER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL (WHICH OPINION AND COUNSEL ARE REASONABLY SATISFACTORY TO THE COMPANY) CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION.  THE HOLDER AGREES TO REFRAIN FROM HEDGING TRANSACTIONS PURSUANT TO THE REQUIREMENTS OF REGULATION S.

7.08            Securities Filings.
The Wide Broad Shareholders, as the controlling shareholders of MUBM following Closing, shall cause MUBM to timely prepare and file all Securities Act and Exchange Act filings that may result from or be required in connection with the transactions contemplated in this Agreement.


                           ARTICLE VIII
                          MISCELLANEOUS

8.01           Brokers.
No broker’s or finder’s fee will be paid in connection with the transaction contemplated by this Agreement.

8.02           No Representation Regarding Tax Treatment.
No representation or warranty is being made by any party to any other party regarding the treatment of this transaction for federal or state income taxation.  Each party has relied exclusively on its own legal, accounting, and other tax adviser regarding the treatment of this transaction for federal and state income taxes and on no representation, warranty, or assurance from any other party or such other party's legal, accounting, or other adviser.

8.03           Governing Law. Disputes.
This Agreement shall in accordance with the Laws of Florida in all respects be construed, governed, applied and enforced under the internal laws of the State of Florida without giving effect to the principles of conflicts of laws and be deemed to be an agreement entered into in the State of Florida and made pursuant to the laws of the State of Florida.  The parties agree that they shall be deemed to have agreed to binding arbitration with respect to the entire subject matter of any and all disputes relating to or arising under this Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement and that any such arbitration shall be commenced exclusively in Florida.  Any such arbitration shall be by a panel of three arbitrators and pursuant to the commercial rules then existing of the American Arbitration Association in the State of Florida.  In all arbitrations, judgment upon the arbitration award may be entered in any court having jurisdiction.  The parties specifically designate the courts in the State of Florida as properly having jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award.  The parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of Florida in any action or proceeding and submit to personal jurisdiction over each of them by such courts.  The parties hereby waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of Florida, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Section 8.04 of this Agreement.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

The parties agree, further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators.  In connection with the arbitrators’ determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom.  In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen percent (15%) or more.  For example, if the party initiating arbitration (“A”) seeks an award of $100,000 plus costs and expenses, the other party (“B”) has offered A $50,000 in a legally binding written offer prior to the commencement of the arbitration proceeding, and the arbitration panel awards any amount less than $57,500 to A, the panel should determine that B has “prevailed”.

The arbitration panel shall have no power to award non-monetary or equitable relief of any sort.  It shall also have no power to award (i) damages inconsistent with any applicable agreement between the parties or (ii) punitive damages or any other damages not measured by the prevailing party’s actual damages; and the parties expressly waive their right to obtain such damages in arbitration or in any other forum.  In no event, even if any other portion of these provisions is held invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the same jurisdiction.

Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery.

All aspects of the arbitration shall be treated as confidential.  The parties and the arbitration panel may disclose the existence, content or results of the arbitration only as provided in the rules of the American Arbitration Association in Florida.  Before making any such disclosure, a party shall give written notice to all other parties and shall afford such parties a reasonable opportunity to protect their interest.

8.04           Notices.
Any notices or other communications required or permitted hereunder shall be sufficiently given if personally delivered, if sent by facsimile or telecopy transmission or other electronic communication confirmed by registered or certified mail, postage prepaid, or if sent
by prepaid overnight courier addressed as follows:

If to Décor Products International, Inc. to:

295 N.W. 89th Avenue
Coral Springs, FL  33071


 
If to Wide Broad Group, Ltd. to:

No. 6 Economic Zone, Wushaliwu, Chang’an Town
Dongguan, Guangdong Province
PRC

Copies to:

JPF Securities Law, LLC
19720 Jetton Road
3rd Floor
Cornelius, NC 28031

or such other addresses as shall be furnished in writing by any party in the manner for giving notices, hereunder, and any such notice or communication shall be deemed to have been given as of the date so delivered or sent by facsimile or telecopy transmission or other electronic communication, or one day after the date so sent by overnight courier.

8.05           Attorney's Fees.
In the event that any party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the breaching party or parties shall reimburse the non-breaching party or parties for all costs, including reasonable attorneys' fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

8.06           Document; Knowledge.
Whenever, in any section of this Agreement, reference is made to information set forth in the documents provided by MUBM or the Wide Broad Shareholders, such reference is to information specifically set forth in such documents and clearly marked to identify the section of this Agreement to which the information relates.  Whenever any representation is made to the "knowledge" of any party, it shall be deemed to be a representation that no officer or director of such party, after reasonable investigation, has any knowledge of such matters.

8.07           Entire Agreement.
This Agreement represents the entire agreement between the Parties relating to the subject matter hereof.  All previous agreements between the Parties, whether written or oral, have been merged into this Agreement.  This Agreement alone fully and completely expresses the agreement of the Parties relating to the subject matter hereof.  There are no other courses of dealing, understandings, agreements, representations, or warranties, written or oral, except as set forth herein.

8.08           Survival, Termination.
The representations, warranties, and covenants of the respective Parties shall survive the Closing Date and the consummation of the transactions herein contemplated for a period of two years from the Closing Date, unless otherwise provided herein.

8.09           Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. In addition, facsimile or electronic signatures shall have the same legally binding effect as original signatures.

8.10           Amendment or Waiver.
Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and such remedies may be enforced concurrently, and no waiver by any party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing.  At any time prior to the Closing Date, this Agreement may be amended by a writing signed by all Parties hereto, with respect to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time for performance thereof may be extended by a writing signed by the party or parties for whose benefit the provision is intended.
 
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first above written.
 
DÉCOR PRODUCTS INTERNATIONAL, INC. (“MUBM”)
   
By:
Maurice Katz 
 
Name:  Maurice Katz
 
Title:  President and Director
   
 
WIDE BROAD GROUP LIMITED (“Wide Broad”)
   
By:
Liu RuiSheng
 
Name: Liu RuiSheng
 
Title:   President
 
DONGGUAN  CHDITN PRINTING CO., LTD. ("CHDITN”)
   
By:
Liu Rui Sheng
 
Name:  Liu Rui Sheng
 
Title:  Chairman and CEO  
 
SMART APPROACH INVESTMENTS, LTD. (“Wide Broad Shareholder”)
   
By:
Ng SuiKei
 
Name:  Ng SuiKei
 
Title:   Director and Principal Shareholder
 
   
 
MAN KWAI MING (“Wide Broad Shareholder”)
 
Name:  Mr. Man Kwai Ming
 
 
 
MAURICE KATZ
 
Name: Mr. Maurice Katz, Individual

 
EX-10.2 3 ex10_2.htm EXHIBIT 10.2 ex10_2.htm
 
EXHIBIT 10.2
 
Leasing Contrat of Factory
Lessor: Li Huiru
Lessee: Dongguan Qiandaitian Printing, Ltd.
Location: No6# Economic Development Zone, Wushaliwu, Changan Town, Dongguan
Area: 6,000/ sq.m
Tenancy Duration: From 1st, April, 2000 to 31st December, 2010, 10 years.
Rental: Rmb50, 000/month, Rmb600, 000/year.
Other related charge (water, electronic, coal gas and telecom etc.) will be paid by lessee during the rental duration. The lessee will free of rental during the period of decoration which will be 2 months. The lessee have the responsibility to maintain the factory and the maintenance cost if improper and unreasonable use.

Other Rental Term:
a) The lessee will have 3 months rental as compensation if the lessor terminate the rental contract before the duration. Otherwise, the lessee needs to pay same amount compensation to the lessor if the lessee terminates the contract before the tenancy duration.

b) The Lessor need to take all the responsibility if cause loss due to the normal operation of the lessee is affected regarding the problem of property right.

c) The Lessee could decorate the factory according the characteristics of the business in the rental duration and the structure of the factory could not be destroyed; the charge of decoration will be responsible by the lessee.
 
 
 

 

Leasing Contract of Factory (Renewal)
Lessor: Li Jianhui
Lessee: Dongguan Qiandaitian Printing Ltd.
Location: No6# Economic Development Zone, Wushaliwu, Changan Town, Dongguan
Area: 6,000/ sq.m
Tenancy Duration: From 1st January, 2011 to 31st December, 2020, 10 years,
The lessee have the priority if renewal the contract.

Rental:
a) Rmb50, 000/month, Rmb600, 000/year, from the year of 2011 to 2013;
b) Rmb55, 000/month, Rmb660, 000/year, from the year of 2014 to 2016;
c) Rmb60, 500/month, Rmb726, 000/year, from the year of 2017 to 2020.

It will be paid by cash or bank payment.

Other related charge (water, electronic, coal gas and telecom etc.) will be paid by lessee during the tenancy duration. The lessee have the responsibility to maintain the factory and the maintenance cost if improper and unreasonable use.
 
Other Rental Term:
a) The lessee will have 3 months rental as compensation if the lessor terminate the rental contract before the duration. Otherwise, the lessee needs to pay same amount compensation to the lessor if the lessee terminates the contract before the duration.

b) The Lessor need to take all the responsibility if cause loss due to the normal operation of the lessee is affected regarding the problem of property right.

c) The lessee needs to get the approval in writing by the lessor if the additional decoration of the factory is needed. It only could be implemented after the lessor gets related approval by the government department if it must be approved according to the provision.
EX-10.3 4 ex10_3.htm EXHIBIT 10.3 ex10_3.htm
 
EXHIBIT 10.3
 

Employer: Dong guan CHDITN printing co. ltd
Employee: Mr liu, ruisheng
Job duty:
Executive officier/ chairman: making development, operation, investment strategy and financial management, budgets; making prodution and sale plan
Working periods: since april 1. 2007 to march 31 2010

Salary: RMB35000 per month.

Sign date: April 1 2007
 
EX-10.4 5 ex10_4.htm EXHIBIT 10.4 ex10_4.htm
 
EXHIBIT 10.4
 

Employment Contract of Liu Ruisheng

Employer: Wide Broad Group Limited    Employee: Liu Ruisheng

Position: Chief Executive Officer and Chairman

Job Duty: implement and take the responsibility as a “CEO & Chairman” of the company, act as
the best interest of the group company.

Effective Period: Under the rule of No.7 termination clause, the employment contract period will be 2 years and the effective date will be July 1st, 2009.

Remuneration: HKD$1,300,000/year, it will be installed within 13 months and paid in the last day of each month. The 13th’s salary will be paid with last month.
EX-10.5 6 ex10_5.htm EXHIBIT 10.5 ex10_5.htm
 
EXHIBIT 10.5
 
Employment Contract of Lau Thai Chim :
Employer: Wide Broad Group Limited    Employee: Lau Thai Chim

Representative: Mr.Liu Ruisheng

Position: Independent non-executive Director

Job Duty: According to the experience, providing the independent and objective opinion for assisting the board of directors.

Effective Period: 2 years, Effective date: July 1st, 2009

Remuneration: HKD$180,000/year will be paid in the last day for every quarter in four installments.

EX-10.6 7 ex10_6.htm EXHIBIT 10.6 ex10_6.htm
 
EXHIBIT 10.6
 
A)  
Employment Contract of Li Chak Ming

Employer: Wide Broad Group Limited    Employee: Li Chak Ming Representative: Mr.Liu Ruisheng

Position: independent non-executive director

Job Duty: According to the experience, providing the independent and objective opinion for assisting the board of directors. The employee should assurance enough time and spirit handling the company affair in order to maintain effective operation and high standard operation of the company.

Effective Period: 2 years, Effective date: July 1st, 2009

Remuneration: HKD$180,000/year will be paid in the last day for every quarter in four installments.

EX-10.7 8 ex10_7.htm EXHIBT 10.7 ex10_7.htm
 
EXHIBIT 10.7
 
Employment Contract of Joe Lam:
Employer: Wide Broad Group Limited    Employee: Lin Jinghao
Representative: Mr.Liu Ruisheng
 
Position: Chief Financial Officer, “CFO”
Job Duty: implement relevant responsibility as a “CFO” in the best interest of company
Effective Period: 2 years, Effective date: July 1st, 2009
Remuneration: HKD$ 520,000/year, it will be installed within 13 months and paid in the last day of each month. The 13th’s salary will be paid with last month.

EX-10.8 9 ex10_8.htm EXHIBIT 10.8 ex10_8.htm
 
EXHIBIT 10.8
 
Employment Contract of Mr Zhao Baotang
Retainer: Dong guan CHDITN printing co. ltd
Employee: Mr Zhao, baotang
Job duty:
Chief Sales Officer: making sales strategy, analyzing market and sales predition
Working periods: since july 1. 2009 to june 30 2011
 
Salary: RMB15000 per month.
 
Sign date: July 1 2009


EX-10.9 10 ex10_9.htm EXHIBIT 10.9 ex10_9.htm
 
EXHIBIT 10.9
 
 
Employment Contract of Mr Wen Qifeng
 
Retainer: Dong guan CHDITN Printing co. ltd
 
Employee: Mr Wen, Qifeng
 
Job duty:
Manger of production department: in charge of all works under the leading of chairman. Responsible of organizing prodution, equipments, safty check, ect.
Working periods: since July 1st. 2009 to June 30th, 2011
 
Salary: RMB15000 per month.
 
Sign date: July 1 2009
 
EX-10.10 11 ex10_10.htm EXHIBIT 10.10 ex10_10.htm
 
EXHIBIT 10.10
GUARANTY

GUARANTY dated as of July __. 2009 ("Guaranty") made by Décor Products International, Inc. (F/K/A Murals by Maurice, Inc.), a Florida corporation with offices at No. 6 Economic Zone, Wushaliwu, Chang’an Town, Dongguan, Guangdong Province, P.R. China (the "Guarantor"), in favor of Precursor Management Inc., a Minnesota corporation, with offices at 2702-03, 27/F, Goldlion Digital Network Center, 138 Tiyu Road East, Tianhe, Guangzhou, P.R. China (the "Lender").

WITNESSETH

WHEREAS, Dongguan Chditn Printing Co., Ltd, a corporation organized under the laws of the People’s Republic China (the "Borrower"), and the Lender are parties to a note, dated as of June 1st, 2009 (such note, as amended, restated, supplemented or otherwise modified from time to time, being hereinafter referred to as the "Note") and attached hereto as Exhibit A;

WHEREAS, pursuant to the Note, the Guarantor, this Guaranty and the Guaranties entered into by the Guarantor (referred to as the "Guarantee") is required to execute and deliver to the Lender a guaranty guaranteeing the Note and all other obligations under the Note; the Note and the Guarantee, together with all other documents required to be delivered in connection herewith and therewith are collectively referred to as the "Loan Documents"); and

WHEREAS, the Guarantor has (a) received the sum of $10 for execution of this Guaranty, and (b) determined that (i) it will derive substantial benefit and advantage from the Loan and other financial accommodations made available to the Borrower under the Note and the other Loan Documents and the new financing being entered into contemporaneously herewith, and (ii) its execution, delivery and performance of this Guaranty directly benefits, and is within the best interests of, the Guarantor;

NOW, THEREFORE, in consideration of the premises and the agreements herein, the Guarantor hereby agrees with the Lender, as follows:

Section 1. Definitions. Reference is hereby made to the Note for a statement of the terms thereof. All terms used in this Guaranty which are defined in the Note and not otherwise defined herein shall have the same meanings herein as set forth therein. As used in this Guaranty, the following terms have the following meanings (terms defined in the singular to have the same meaning when used in the plural and vice versa):
"Borrower" has the meaning specified in the preamble above. "Guaranty" means this Guaranty.

"Guaranteed Obligations" means any and all present and future liabilities and obligations of the Borrower and any of the Guarantor to the Lender incurred by the Borrower or the Guarantor, and whether due or to become due, secured or unsecured, absolute or contingent, joint or several, direct or indirect, acquired outright, conditionally or as collateral security by the Lender from another, liquidated or unliquidated, arising by operation of law or otherwise, together with all fees and expenses incurred in collecting any or all of the items specified in this definition or enforcing any rights under any of the Loan Documents, including all fees and expenses of the Lender's counsel and of any experts and agents which may be paid or incurred by the Lender in collecting any such items or enforcing any such rights.

Section 2. Rules of Interpretation. When used in this Guaranty: (1) "or" is not exclusive, (2) a reference to a law or document includes any amendment or modification to such law or document and (3) a reference to an agreement, instrument or document includes any amendment or modification of such agreement, instrument or document.

Section 3. Guaranty. The Guarantor hereby guarantees to the Lender and his successors, endorsees, transferees and assigns the prompt and complete payment, as and when due and payable (whether at stated maturity or by required prepayment, acceleration, demand or otherwise), of all of the Guaranteed Obligations now existing or hereafter incurred will be paid strictly in accordance with their terms.

Section 4. Limitation of Liability. The obligation of the Guarantor under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render the obligation of the Guarantor under this Guaranty subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any applicable state law.

Section 5. Type of Guaranty. This Guaranty is absolute and unconditional and as such is not subject to any conditions and the Guarantor is fully liable to perform all of its duties and obligations under this Guaranty as of the date of execution of this Guaranty. This Guaranty is a continuing guaranty and applies to all future Guaranteed Obligations. In addition, this Guaranty shall remain in full force and effect even if at any time there are no outstanding Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. The obligations and liabilities of the Guarantor under this Guaranty shall not be conditioned or contingent upon the pursuit by the Lender of any right or remedy against the Borrower, the Guarantor or any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations, or against any assets securing the payment of the Guaranteed Obligations or guarantee for such Guaranteed Obligations or right of setoff with respect to such Guaranteed Obligations. This Guaranty is irrevocable and as such cannot be cancelled, terminated or revoked by the Guarantor.

Section 6. Reinstatement of Guaranty. This Guaranty shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment, or any part thereof, of any of the Guaranteed Obligations are rescinded or must otherwise be returned by the Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower, the Guarantor or otherwise, all as though such payment had not been made.
The Guarantor hereby consents that, without the necessity of any reservation of rights against the Guarantor and without notice to or further assent by the Guarantor, any demand for payment of any of the Guaranteed Obligations made by the Lender may be rescinded by the Lender and any of such Guaranteed Obligations continued after such rescission.

Section 7. Security Interest. To secure the payment of the obligations of the Guarantor under this Guaranty, the Guarantor has executed an Affidavit of Confession of Judgment in the form annexed hereto as Exhibit B.

Section 8. Waiver of Notices. The Guarantor hereby waives any and all notices including (1) notice of or proof of reliance by the Lender upon this Guaranty or acceptance of this Guaranty, (2) notice of the incurrence of any Guaranteed Obligations or the renewal, extension or accrual of any such Guaranteed Obligations, (3) notice of any actions taken by the Lender, the Borrower, the Guarantor or any other person under any Guaranty Document, and (4) notices of nonpayment or nonperformance, protest, notices of protest and notices of dishonor.

Section 9. Waiver of Defenses. The Guarantor hereby waives any and all defenses to the performance by the Guarantor of its duties and obligations under this Guaranty, including any defense based on any of the following:

(1) any failure of the Lender to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any party obligated to make payment on any and all Guaranteed Obligations, whether as principal or guarantor, now or hereafter known to the Lender,
(2) any defense to the payment of any or all the Guaranteed Obligations, including lack of validity or enforceability of any of the Guaranteed Obligations or any of the Loan Documents, any change in the time, manner or place of payment of, or in any other tern in respect of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or consent to any departure from any Loan Document,
(3) any exchange or release of, or non-perfection of any security interest on or in any assets securing the payment of the Guaranteed Obligations,
(4) any failure to execute any other guaranty for all or any part of the Guaranteed Obligations, or any release or amendment or waiver of, or consent to any departure from, any other guaranty for any or all of the Guaranteed Obligations,
(5) any subordination of any or all of the Guaranteed Obligations,
(6) any act or omission of the Lender in connection with the enforcement of, or the exercise of rights and remedies, including any election of, or the order of exercising any, remedies, with respect to (a) the Guaranteed Obligations, (b) any other guarantor of the Guaranteed Obligations, or (c) any assets securing the payment of the Guaranteed Obligations,
(7) any manner of application of any funds received by the Lender to Guaranteed Obligations or any other obligations owed to the Lender, whether from the sale or disposition of any assets securing the Guaranteed Obligations, from another guarantor of the Guaranteed Obligations or otherwise, and
(8)            any failure to give or provide any notices, demands or protests, including those specified under Section 8 herein, entitled "Waiver of Notices".

Section 10. Subrogation. The Guarantor may not exercise any rights which the Guarantor may acquire by way of subrogation or contribution, whether acquired by any payment made under this Guaranty, by any setoff or application of funds of the Borrower, by the Lender or otherwise, until (1) the payment in full of the Guaranteed Obligations (after the Lender no longer has any obligation or arrangement to provide credit to the Borrower, including under or pursuant to a line of credit), and (2) the payment of all fees and expenses to be paid by the Guarantor pursuant to this Guaranty. If any amount shall be paid to the Guarantor on account of such subrogation or contribution rights at any time when all of the Guaranteed Obligations and all such other expenses shall not have been paid in full (after the Lender no longer has any obligation or arrangement to provide credit to the Borrower, including under or pursuant to a line of credit), such amount shall be held in trust for the benefit of the Lender, shall be segregated from the other funds of the Guarantor and shall forthwith be paid over to the Lender to be credited and applied in whole or in part by the Lender against the Guaranteed Obligations, whether matured or unmatured, and all such other fees and expenses in accordance with the terms of the Loan Documents.

Section 11. Representations. At the time of execution of this Guaranty and each time the Lender provides credit as noted above, the Guarantor represents and warrants to the Lender as follows:

(1)            Name. The exact legal name of the Guarantor is the name specified in the preamble to this Guaranty. The Guarantor has not been known by any other names during the two (2) years prior to the date of the Guaranty.
(2)            Location. The principal location of the Guarantor is as specified in the preamble to this Guaranty.
(3)            No Contravention. The execution, delivery and performance by the Guarantor of this Guaranty do not and will not (a) violate any provision of any law, order, writ, judgment, injunction, decree, determination, or award presently in effect applicable to the Guarantor, (b) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease, or instrument to which the Guarantor is a party or by which the Guarantor or its properties may be bound or affected, or (c) result in, or require, the creation or imposition of any lien upon or with respect to any of the properties now owned or hereafter acquired by the Guarantor.
(4)            Governmental Authority. No authorization, approval or other action by, and no notice to or filing with, any governmental authority is required for the due execution, delivery and performance by the Guarantor of this Guaranty.
(5) Legally Enforceable Guaranty. This Guaranty is the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its turns, except to the extent that such enforcement may be limited by (a) applicable bankruptcy, insolvency, and other similar laws affecting creditors' rights generally, or (b) general equitable principles, regardless of whether the issue of enforceability is considered in a proceeding in equity or at law.

 
Section 12. Remedies. The Lender shall not, by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies under this Guaranty or otherwise. A waiver by the Lender of any right or remedy hereunder on any one occasion, shall not be construed as a ban or waiver of any such right or remedy which the Lender would have had on any future occasion, nor shall the Lender be liable for exercising or failing to exercise any such right or remedy. The rights and remedies of the Lender under this Guaranty are cumulative and, as such, are in addition to any other rights and remedies available to the Lender under law or any other agreements.

Section 13.                      Appointment as Attorney-in-Fact. The Guarantor hereby appoints the Lender as the attorney-in-fact for the Guarantor, with full authority in the place and stead of, and in the name of, the Guarantor, or otherwise, to exercise all rights and remedies granted to the Lender under this Guaranty and to take any action and to execute any instrument which the Lender may deem necessary or advisable to accomplish the purposes of this Guaranty.

 
Section 14. Indemnity and Expenses. The Guarantor hereby indemnifies the Lender from and against any and all claims, losses, damages and liabilities growing out of or resulting from this Guaranty (including, without limitation, enforcement of this Guaranty), except claims, losses, damages or liabilities resulting from the Lender's gross negligence and willful misconduct.
The Guarantor will upon demand pay to the Lender the amount of any and all expenses, including the fees and expenses of its counsel and of any experts and agents, which the Lender may incur in connection with (1) any amendment to this Guaranty, (2) the administration of this Guaranty, (3) the exercise or enforcement of any of the rights of the Lender under this Guaranty, or (4) the failure by the Guarantor to perform or observe any of the provisions of this Guaranty.

Section 15. Amendments. No amendment or waiver of any provision of this Guaranty, nor consent to any departure by the Guarantor from this Guaranty, shall in any event be effective unless the same shall be in writing and signed by the Guarantor and the Lender, and then such amendment or waiver shall be effective only in the specific instance and for the specific purpose for which given.

Section 16. Addresses for Notices. All notices and other communications provided for under this Guaranty shall be in writing and, mailed or delivered by messenger or overnight delivery service, addressed, in the case of the Guarantor at its address specified below its signature, and in the case of the Lender at the address specified below, or as to any such party at such other address as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this Section.

If to the Lender:

Precursor Management, Inc.
Suite 2702-03
Goldlion Digital Network Center
138 Ti Yu Road East
Tian He, Guangzhou
Guangdong Province
China 510620

If to the Guarantor:

Décor Products International, Inc.
No. 6 Economic Zone
Wushaliwu, Chang’an Town, Dongguan
Guangdong Province, P.R. China

All such notices and other communications shall, when mailed, be effective three (3) days after being placed in the mails, or when delivered to a messenger or overnight delivery service, be effective one (1) day after being delivered to the messenger or overnight delivery service, in each case, addressed as specified above.

Section 17. Assignment and Transfer of Obligations. This Guaranty will bind the estate of the Guarantor as to Guaranteed Obligations created or incurred both before and after the bankruptcy or liquidation of the Guarantor, whether or not the Lender receives notice of such bankruptcy or liquidation. This Guaranty shall inure to the benefit of the Lender and his successors, transferees and assigns. The Guarantor may not transfer or assign its obligations under this Guaranty. The Lender may assign or otherwise transfer all or a portion of his rights or obligations with respect to the Guaranteed Obligations to any other party, and such other party shall then become vested with all the benefits in respect of such transferred Guaranteed Obligations granted to the Lender in this Guaranty or otherwise. The Guarantor agrees that the Lender can provide information regarding the Guarantor to any prospective or actual successor, transferee or assign.

Section 18. Setoff. The Guarantor agrees that, in addition to, and without limiting, any right of setoff, the Lender's lien or counterclaim the Lender may otherwise have, the Lender shall be entitled, at its option, to offset balances (general or special, time or demand, provisional or final) held by it for the account of the Guarantor, at any of the offices of the Lender, in Dollars or any other currency, against any amount payable by the Guarantor to the Lender under this Guaranty which is not paid when demanded (regardless of whether such balances are then due to the Guarantor), in which case the Lender shall promptly notify the Guarantor, provided that the Lender's failure to give such notice shall not affect the validity of such offset.

Section 19.                       Submission to Jurisdiction. The Guarantor hereby irrevocably submit to the jurisdiction of any federal or state court sitting in Broward County in the State of Florida over any action or proceeding arising out of or related to this Guaranty and agrees with the Lender that personal jurisdiction over the Guarantor rests with such courts for purposes of any action on or related to this Guaranty. The Guarantor hereby waives personal service by manual delivery and agrees that service of process may be made by prepaid certified mail directed to the Guarantor at the address of the Guarantor for notices under this Guaranty or at such other address as may be designated in writing by the Guarantor to the Lender, and that upon mailing of such process such service will be effective as if the Guarantor were personally served. The Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any manner provided by law. The Guarantor further waives any objection to venue in any such action or proceeding on the basis of inconvenient forum. The Guarantor agrees that any action on or proceeding brought against the Lender shall only be brought in such courts.

Section 20. Governing Law. This Guaranty shall be governed by and construed in accordance with the laws of the State of Florida without regard to its principles of conflicts of law.

Section 21. Subordination. Once a demand for payment is made on the Guarantor under this Guaranty, the Guarantor will not (1) make any demand for payment of, or take any action to accelerate, any obligation owed to the Guarantor by the Borrower, (2) seek to collect payment of, or enforce any right or remedies against the Borrower, any of the obligations owed to the Guarantor by the Borrower or any guarantees, credit supports, collateral or other security related to or supporting any of such obligations, or (3) commence, or join with any other creditor in commencing, any bankruptcy or similar proceeding against the Borrower. The Guarantor also agrees that the payment of all obligations of the Borrower to the Guarantor shall be subordinate and junior in time and right of payment in accordance with the terms of this Section 21 to the prior payment in full (in cash) of the Guaranteed Obligations. In furtherance of such subordination, (1) to the extent possible, the Guarantor will not take or receive from the Borrower any payments, in cash or any other property, by setoff or any other means, of any or all of the obligations owed to the Guarantor by the Borrower, or purchase, redeem, or otherwise acquire any of such obligations, or change the terms or provisions of any such obligations and (2) if for any reason and under any circumstance the Guarantor receives a payment on such obligation, whether in a bankruptcy or similar proceeding or otherwise, all such payments or distributions upon or with respect to such obligations shall be received in trust for the benefit of the Lender, shall be segregated from other funds and property held by the Guarantor and shall be forthwith paid over to the Lender in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to, or held as collateral (in the case of securities or other non-cash property) for, the payment or prepayment of the Guaranteed Obligations.

Section 22. Miscellaneous. This Guaranty is in addition to and not in limitation of any other rights and remedies the Lender may have by virtue of any other instrument or agreement previously, contemporaneously or hereafter executed by the Guarantor or any other party or by law or otherwise. If any provision of this Guaranty is contrary to applicable law, such provision shall be deemed ineffective without invalidating the remaining provisions of this Guaranty. Titles in this Guaranty are for convenience of reference only and shall not affect the interpretation or construction of this Guaranty. This Guaranty constitutes the entire agreement between the Guarantor and the Lender with respect to the matters covered by this Guaranty and supersedes all written or oral agreements with respect to such matters.

Section 23. WAIVER OF JURY TRIAL. THE GUARANTOR EXPRESSLY WAIVES ANY AND EVERY RIGHT TO A TRIAL BY JURY IN ANY ACTION ON OR RELATED TO THIS GUARANTY.

IN WITNESS 'WHEREOF, the Guarantor has duly executed and delivered this Guaranty as of the date of this Guaranty.
 
DÉCOR PRODUDCTS INTERNATIONAL, INC.
 
By:      Maurice Katz
Name:  Maurice Katz
Title:   President



Attest:________________________
By:
 

 



EXHIBIT A



 
EXHIBIT B

AFFIDAVIT FOR CONFESSION OF JUDGMENT

STATE OF FLORIDA COUNTY OF BROWARD


 
PRECURSOR MANAGEMENT INC.
Plaintiff,
Affidavit For Confession
-against­ of Judgment
DECOR PRODUCTS INTERNATIONAL, INC.
Defendant,


Maurice Katz, being duly sworn, depose and say:
1. That I am the President of, Decor Products International, Inc., the Defendant in this action, and 100% owner of the subsidiary Dongguan Chditn Printing Co., Ltd with offices at No. 6 Economic Zone Wushaliwu, Chang’an Town, Dongguan Guangdong Province, P.R. China.
1. That the Defendant hereby confesses judgment in this court in favor of the Plaintiff, Precursor Management, Inc., in the sum of Forty Thousand and 00/100 Dollars ($40,000.00), together with interest from the 1st day of June, 2009, plus costs and disbursements and do hereby authorize the Plaintiff or assigns to enter judgment for said amount in any court of appropriate jurisdiction.
2. That the Defendant had their own independent attorney review the loan documentation at the request of the lender and was advised of the existence of possible conflicts of interests including but not limited to the conflicts of interest between the defendant and the lender.  Such documentation was deemed to be lawful, fair and reasonable and any and all conflicts of interest were approved and any rights afforded thereunder have been waived.
4. That this confession of judgment is for a debt justly due or to become due to Plaintiff arising out of the following facts: Guaranty executed by the undersigned on behalf of the Defendant on the __ day of July, 2009.


DECOR PRODUCTS INTERNATIONAL, INC.


 
                                                                                                /S/ Maurice Katz
Name: Maurice Katz
Title:  President


Sworn to before me this __ day of July 2009



___________________________________

NOTARY PUBLIC
EX-10.11 12 ex10_11.htm EXHIBIT 10.11 ex10_11.htm
 
EXHIBIT 10.11
 
GUARANTY

GUARANTY dated as of July __. 2009 ("Guaranty") made by Décor Products International, Inc. (F/K/A Murals by Maurice, Inc.), a Florida corporation with offices at No. 6 Economic Zone, Wushaliwu, Chang’an Town, Dongguan, Guangdong Province, P.R. China (the "Guarantor"), in favor of Precursor Management Inc., a Minnesota corporation, with offices at 2702-03, 27/F, Goldlion Digital Network Center, 138 Tiyu Road East, Tianhe, Guangzhou, P.R. China (the "Lender").

WITNESSETH

WHEREAS, Dongguan Chditn Printing Co., Ltd, a corporation organized under the laws of the People’s Republic China (the "Borrower"), and the Lender are parties to a note, dated as of June 1st, 2009 (such note, as amended, restated, supplemented or otherwise modified from time to time, being hereinafter referred to as the "Note") and attached hereto as Exhibit A;

WHEREAS, pursuant to the Note, the Guarantor, this Guaranty and the Guaranties entered into by the Guarantor (referred to as the "Guarantee") is required to execute and deliver to the Lender a guaranty guaranteeing the Note and all other obligations under the Note; the Note and the Guarantee, together with all other documents required to be delivered in connection herewith and therewith are collectively referred to as the "Loan Documents"); and

WHEREAS, the Guarantor has (a) received the sum of $10 for execution of this Guaranty, and (b) determined that (i) it will derive substantial benefit and advantage from the Loan and other financial accommodations made available to the Borrower under the Note and the other Loan Documents and the new financing being entered into contemporaneously herewith, and (ii) its execution, delivery and performance of this Guaranty directly benefits, and is within the best interests of, the Guarantor;

NOW, THEREFORE, in consideration of the premises and the agreements herein, the Guarantor hereby agrees with the Lender, as follows:

Section 1. Definitions. Reference is hereby made to the Note for a statement of the terms thereof. All terms used in this Guaranty which are defined in the Note and not otherwise defined herein shall have the same meanings herein as set forth therein. As used in this Guaranty, the following terms have the following meanings (terms defined in the singular to have the same meaning when used in the plural and vice versa):
"Borrower" has the meaning specified in the preamble above. "Guaranty" means this Guaranty.

"Guaranteed Obligations" means any and all present and future liabilities and obligations of the Borrower and any of the Guarantor to the Lender incurred by the Borrower or the Guarantor, and whether due or to become due, secured or unsecured, absolute or contingent, joint or several, direct or indirect, acquired outright, conditionally or as collateral security by the Lender from another, liquidated or unliquidated, arising by operation of law or otherwise, together with all fees and expenses incurred in collecting any or all of the items specified in this definition or enforcing any rights under any of the Loan Documents, including all fees and expenses of the Lender's counsel and of any experts and agents which may be paid or incurred by the Lender in collecting any such items or enforcing any such rights.

Section 2. Rules of Interpretation. When used in this Guaranty: (1) "or" is not exclusive, (2) a reference to a law or document includes any amendment or modification to such law or document and (3) a reference to an agreement, instrument or document includes any amendment or modification of such agreement, instrument or document.

Section 3. Guaranty. The Guarantor hereby guarantees to the Lender and his successors, endorsees, transferees and assigns the prompt and complete payment, as and when due and payable (whether at stated maturity or by required prepayment, acceleration, demand or otherwise), of all of the Guaranteed Obligations now existing or hereafter incurred will be paid strictly in accordance with their terms.

Section 4. Limitation of Liability. The obligation of the Guarantor under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render the obligation of the Guarantor under this Guaranty subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any applicable state law.

Section 5. Type of Guaranty. This Guaranty is absolute and unconditional and as such is not subject to any conditions and the Guarantor is fully liable to perform all of its duties and obligations under this Guaranty as of the date of execution of this Guaranty. This Guaranty is a continuing guaranty and applies to all future Guaranteed Obligations. In addition, this Guaranty shall remain in full force and effect even if at any time there are no outstanding Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. The obligations and liabilities of the Guarantor under this Guaranty shall not be conditioned or contingent upon the pursuit by the Lender of any right or remedy against the Borrower, the Guarantor or any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations, or against any assets securing the payment of the Guaranteed Obligations or guarantee for such Guaranteed Obligations or right of setoff with respect to such Guaranteed Obligations. This Guaranty is irrevocable and as such cannot be cancelled, terminated or revoked by the Guarantor.

Section 6. Reinstatement of Guaranty. This Guaranty shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment, or any part thereof, of any of the Guaranteed Obligations are rescinded or must otherwise be returned by the Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower, the Guarantor or otherwise, all as though such payment had not been made.
The Guarantor hereby consents that, without the necessity of any reservation of rights against the Guarantor and without notice to or further assent by the Guarantor, any demand for payment of any of the Guaranteed Obligations made by the Lender may be rescinded by the Lender and any of such Guaranteed Obligations continued after such rescission.

Section 7. Security Interest. To secure the payment of the obligations of the Guarantor under this Guaranty, the Guarantor has executed an Affidavit of Confession of Judgment in the form annexed hereto as Exhibit B.

Section 8. Waiver of Notices. The Guarantor hereby waives any and all notices including (1) notice of or proof of reliance by the Lender upon this Guaranty or acceptance of this Guaranty, (2) notice of the incurrence of any Guaranteed Obligations or the renewal, extension or accrual of any such Guaranteed Obligations, (3) notice of any actions taken by the Lender, the Borrower, the Guarantor or any other person under any Guaranty Document, and (4) notices of nonpayment or nonperformance, protest, notices of protest and notices of dishonor.

Section 9. Waiver of Defenses. The Guarantor hereby waives any and all defenses to the performance by the Guarantor of its duties and obligations under this Guaranty, including any defense based on any of the following:

(1) any failure of the Lender to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any party obligated to make payment on any and all Guaranteed Obligations, whether as principal or guarantor, now or hereafter known to the Lender,
(2) any defense to the payment of any or all the Guaranteed Obligations, including lack of validity or enforceability of any of the Guaranteed Obligations or any of the Loan Documents, any change in the time, manner or place of payment of, or in any other tern in respect of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or consent to any departure from any Loan Document,
(3) any exchange or release of, or non-perfection of any security interest on or in any assets securing the payment of the Guaranteed Obligations,
(4) any failure to execute any other guaranty for all or any part of the Guaranteed Obligations, or any release or amendment or waiver of, or consent to any departure from, any other guaranty for any or all of the Guaranteed Obligations,
(5) any subordination of any or all of the Guaranteed Obligations,
(6) any act or omission of the Lender in connection with the enforcement of, or the exercise of rights and remedies, including any election of, or the order of exercising any, remedies, with respect to (a) the Guaranteed Obligations, (b) any other guarantor of the Guaranteed Obligations, or (c) any assets securing the payment of the Guaranteed Obligations,
(7) any manner of application of any funds received by the Lender to Guaranteed Obligations or any other obligations owed to the Lender, whether from the sale or disposition of any assets securing the Guaranteed Obligations, from another guarantor of the Guaranteed Obligations or otherwise, and
(8)            any failure to give or provide any notices, demands or protests, including those specified under Section 8 herein, entitled "Waiver of Notices".

Section 10. Subrogation. The Guarantor may not exercise any rights which the Guarantor may acquire by way of subrogation or contribution, whether acquired by any payment made under this Guaranty, by any setoff or application of funds of the Borrower, by the Lender or otherwise, until (1) the payment in full of the Guaranteed Obligations (after the Lender no longer has any obligation or arrangement to provide credit to the Borrower, including under or pursuant to a line of credit), and (2) the payment of all fees and expenses to be paid by the Guarantor pursuant to this Guaranty. If any amount shall be paid to the Guarantor on account of such subrogation or contribution rights at any time when all of the Guaranteed Obligations and all such other expenses shall not have been paid in full (after the Lender no longer has any obligation or arrangement to provide credit to the Borrower, including under or pursuant to a line of credit), such amount shall be held in trust for the benefit of the Lender, shall be segregated from the other funds of the Guarantor and shall forthwith be paid over to the Lender to be credited and applied in whole or in part by the Lender against the Guaranteed Obligations, whether matured or unmatured, and all such other fees and expenses in accordance with the terms of the Loan Documents.

Section 11. Representations. At the time of execution of this Guaranty and each time the Lender provides credit as noted above, the Guarantor represents and warrants to the Lender as follows:

(1)            Name. The exact legal name of the Guarantor is the name specified in the preamble to this Guaranty. The Guarantor has not been known by any other names during the two (2) years prior to the date of the Guaranty.
(2)            Location. The principal location of the Guarantor is as specified in the preamble to this Guaranty.
(3)            No Contravention. The execution, delivery and performance by the Guarantor of this Guaranty do not and will not (a) violate any provision of any law, order, writ, judgment, injunction, decree, determination, or award presently in effect applicable to the Guarantor, (b) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease, or instrument to which the Guarantor is a party or by which the Guarantor or its properties may be bound or affected, or (c) result in, or require, the creation or imposition of any lien upon or with respect to any of the properties now owned or hereafter acquired by the Guarantor.
(4)            Governmental Authority. No authorization, approval or other action by, and no notice to or filing with, any governmental authority is required for the due execution, delivery and performance by the Guarantor of this Guaranty.
(5) Legally Enforceable Guaranty. This Guaranty is the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its turns, except to the extent that such enforcement may be limited by (a) applicable bankruptcy, insolvency, and other similar laws affecting creditors' rights generally, or (b) general equitable principles, regardless of whether the issue of enforceability is considered in a proceeding in equity or at law.

 
Section 12. Remedies. The Lender shall not, by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies under this Guaranty or otherwise. A waiver by the Lender of any right or remedy hereunder on any one occasion, shall not be construed as a ban or waiver of any such right or remedy which the Lender would have had on any future occasion, nor shall the Lender be liable for exercising or failing to exercise any such right or remedy. The rights and remedies of the Lender under this Guaranty are cumulative and, as such, are in addition to any other rights and remedies available to the Lender under law or any other agreements.

Section 13.                      Appointment as Attorney-in-Fact. The Guarantor hereby appoints the Lender as the attorney-in-fact for the Guarantor, with full authority in the place and stead of, and in the name of, the Guarantor, or otherwise, to exercise all rights and remedies granted to the Lender under this Guaranty and to take any action and to execute any instrument which the Lender may deem necessary or advisable to accomplish the purposes of this Guaranty.

 
Section 14. Indemnity and Expenses. The Guarantor hereby indemnifies the Lender from and against any and all claims, losses, damages and liabilities growing out of or resulting from this Guaranty (including, without limitation, enforcement of this Guaranty), except claims, losses, damages or liabilities resulting from the Lender's gross negligence and willful misconduct.
The Guarantor will upon demand pay to the Lender the amount of any and all expenses, including the fees and expenses of its counsel and of any experts and agents, which the Lender may incur in connection with (1) any amendment to this Guaranty, (2) the administration of this Guaranty, (3) the exercise or enforcement of any of the rights of the Lender under this Guaranty, or (4) the failure by the Guarantor to perform or observe any of the provisions of this Guaranty.

Section 15. Amendments. No amendment or waiver of any provision of this Guaranty, nor consent to any departure by the Guarantor from this Guaranty, shall in any event be effective unless the same shall be in writing and signed by the Guarantor and the Lender, and then such amendment or waiver shall be effective only in the specific instance and for the specific purpose for which given.

Section 16. Addresses for Notices. All notices and other communications provided for under this Guaranty shall be in writing and, mailed or delivered by messenger or overnight delivery service, addressed, in the case of the Guarantor at its address specified below its signature, and in the case of the Lender at the address specified below, or as to any such party at such other address as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this Section.

If to the Lender:

Precursor Management, Inc.
Suite 2702-03
Goldlion Digital Network Center
138 Ti Yu Road East
Tian He, Guangzhou
Guangdong Province
China 510620

If to the Guarantor:

Décor Products International, Inc.
No. 6 Economic Zone
Wushaliwu, Chang’an Town, Dongguan
Guangdong Province, P.R. China

All such notices and other communications shall, when mailed, be effective three (3) days after being placed in the mails, or when delivered to a messenger or overnight delivery service, be effective one (1) day after being delivered to the messenger or overnight delivery service, in each case, addressed as specified above.

Section 17. Assignment and Transfer of Obligations. This Guaranty will bind the estate of the Guarantor as to Guaranteed Obligations created or incurred both before and after the bankruptcy or liquidation of the Guarantor, whether or not the Lender receives notice of such bankruptcy or liquidation. This Guaranty shall inure to the benefit of the Lender and his successors, transferees and assigns. The Guarantor may not transfer or assign its obligations under this Guaranty. The Lender may assign or otherwise transfer all or a portion of his rights or obligations with respect to the Guaranteed Obligations to any other party, and such other party shall then become vested with all the benefits in respect of such transferred Guaranteed Obligations granted to the Lender in this Guaranty or otherwise. The Guarantor agrees that the Lender can provide information regarding the Guarantor to any prospective or actual successor, transferee or assign.

Section 18. Setoff. The Guarantor agrees that, in addition to, and without limiting, any right of setoff, the Lender's lien or counterclaim the Lender may otherwise have, the Lender shall be entitled, at its option, to offset balances (general or special, time or demand, provisional or final) held by it for the account of the Guarantor, at any of the offices of the Lender, in Dollars or any other currency, against any amount payable by the Guarantor to the Lender under this Guaranty which is not paid when demanded (regardless of whether such balances are then due to the Guarantor), in which case the Lender shall promptly notify the Guarantor, provided that the Lender's failure to give such notice shall not affect the validity of such offset.

Section 19.                       Submission to Jurisdiction. The Guarantor hereby irrevocably submit to the jurisdiction of any federal or state court sitting in Broward County in the State of Florida over any action or proceeding arising out of or related to this Guaranty and agrees with the Lender that personal jurisdiction over the Guarantor rests with such courts for purposes of any action on or related to this Guaranty. The Guarantor hereby waives personal service by manual delivery and agrees that service of process may be made by prepaid certified mail directed to the Guarantor at the address of the Guarantor for notices under this Guaranty or at such other address as may be designated in writing by the Guarantor to the Lender, and that upon mailing of such process such service will be effective as if the Guarantor were personally served. The Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any manner provided by law. The Guarantor further waives any objection to venue in any such action or proceeding on the basis of inconvenient forum. The Guarantor agrees that any action on or proceeding brought against the Lender shall only be brought in such courts.

Section 20. Governing Law. This Guaranty shall be governed by and construed in accordance with the laws of the State of Florida without regard to its principles of conflicts of law.

Section 21. Subordination. Once a demand for payment is made on the Guarantor under this Guaranty, the Guarantor will not (1) make any demand for payment of, or take any action to accelerate, any obligation owed to the Guarantor by the Borrower, (2) seek to collect payment of, or enforce any right or remedies against the Borrower, any of the obligations owed to the Guarantor by the Borrower or any guarantees, credit supports, collateral or other security related to or supporting any of such obligations, or (3) commence, or join with any other creditor in commencing, any bankruptcy or similar proceeding against the Borrower. The Guarantor also agrees that the payment of all obligations of the Borrower to the Guarantor shall be subordinate and junior in time and right of payment in accordance with the terms of this Section 21 to the prior payment in full (in cash) of the Guaranteed Obligations. In furtherance of such subordination, (1) to the extent possible, the Guarantor will not take or receive from the Borrower any payments, in cash or any other property, by setoff or any other means, of any or all of the obligations owed to the Guarantor by the Borrower, or purchase, redeem, or otherwise acquire any of such obligations, or change the terms or provisions of any such obligations and (2) if for any reason and under any circumstance the Guarantor receives a payment on such obligation, whether in a bankruptcy or similar proceeding or otherwise, all such payments or distributions upon or with respect to such obligations shall be received in trust for the benefit of the Lender, shall be segregated from other funds and property held by the Guarantor and shall be forthwith paid over to the Lender in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to, or held as collateral (in the case of securities or other non-cash property) for, the payment or prepayment of the Guaranteed Obligations.

Section 22. Miscellaneous. This Guaranty is in addition to and not in limitation of any other rights and remedies the Lender may have by virtue of any other instrument or agreement previously, contemporaneously or hereafter executed by the Guarantor or any other party or by law or otherwise. If any provision of this Guaranty is contrary to applicable law, such provision shall be deemed ineffective without invalidating the remaining provisions of this Guaranty. Titles in this Guaranty are for convenience of reference only and shall not affect the interpretation or construction of this Guaranty. This Guaranty constitutes the entire agreement between the Guarantor and the Lender with respect to the matters covered by this Guaranty and supersedes all written or oral agreements with respect to such matters.

Section 23. WAIVER OF JURY TRIAL. THE GUARANTOR EXPRESSLY WAIVES ANY AND EVERY RIGHT TO A TRIAL BY JURY IN ANY ACTION ON OR RELATED TO THIS GUARANTY.

IN WITNESS 'WHEREOF, the Guarantor has duly executed and delivered this Guaranty as of the date of this Guaranty.
DÉCOR PRODUDCTS INTERNATIONAL, INC.
By:  Maurice Katz
Name:  Maurice Katz
Title:   President



Attest:________________________
By:
 

 




EXHIBIT A

 
 
 
 
 
 
 


EXHIBIT B

AFFIDAVIT FOR CONFESSION OF JUDGMENT

STATE OF FLORIDA COUNTY OF BROWARD


 
PRECURSOR MANAGEMENT INC.
Plaintiff,
Affidavit For Confession
-against­ of Judgment
DECOR PRODUCTS INTERNATIONAL, INC.
Defendant,


Maurice Katz, being duly sworn, depose and say:
1. That I am the President of, Decor Products International, Inc., the Defendant in this action, and 100% owner of the subsidiary Dongguan Chditn Printing Co., Ltd with offices at No. 6 Economic Zone Wushaliwu, Chang’an Town, Dongguan Guangdong Province, P.R. China.
1. That the Defendant hereby confesses judgment in this court in favor of the Plaintiff, Precursor Management, Inc., in the sum of Forty Thousand and 00/100 Dollars ($40,000.00), together with interest from the 1st day of June, 2009, plus costs and disbursements and do hereby authorize the Plaintiff or assigns to enter judgment for said amount in any court of appropriate jurisdiction.
2. That the Defendant had their own independent attorney review the loan documentation at the request of the lender and was advised of the existence of possible conflicts of interests including but not limited to the conflicts of interest between the defendant and the lender.  Such documentation was deemed to be lawful, fair and reasonable and any and all conflicts of interest were approved and any rights afforded thereunder have been waived.
4. That this confession of judgment is for a debt justly due or to become due to Plaintiff arising out of the following facts: Guaranty executed by the undersigned on behalf of the Defendant on the __ day of July, 2009.


DECOR PRODUCTS INTERNATIONAL, INC.


                                                                                                /S/ Maurice Katz 
Name: Maurice Katz
Title:  President


Sworn to before me this __ day of July 2009



___________________________________

NOTARY PUBLIC
EX-10.12 13 ex10_12.htm EXHIBIT 10.12 ex10_12.htm
 
 
EXHIBIT 10.12
 
GUARANTY

GUARANTY dated as of July __. 2009 ("Guaranty") made by Décor Products International, Inc. (F/K/A Murals by Maurice, Inc.), a Florida corporation with offices at No. 6 Economic Zone, Wushaliwu, Chang’an Town, Dongguan, Guangdong Province, P.R. China (the "Guarantor"), in favor of Precursor Management Inc., a Minnesota corporation, with offices at 2702-03, 27/F, Goldlion Digital Network Center, 138 Tiyu Road East, Tianhe, Guangzhou, P.R. China (the "Lender").

WITNESSETH

WHEREAS, Dongguan Chditn Printing Co., Ltd, a corporation organized under the laws of the People’s Republic China (the "Borrower"), and the Lender are parties to a note, dated as of June 1st, 2009 (such note, as amended, restated, supplemented or otherwise modified from time to time, being hereinafter referred to as the "Note") and attached hereto as Exhibit A;

WHEREAS, pursuant to the Note, the Guarantor, this Guaranty and the Guaranties entered into by the Guarantor (referred to as the "Guarantee") is required to execute and deliver to the Lender a guaranty guaranteeing the Note and all other obligations under the Note; the Note and the Guarantee, together with all other documents required to be delivered in connection herewith and therewith are collectively referred to as the "Loan Documents"); and

WHEREAS, the Guarantor has (a) received the sum of $10 for execution of this Guaranty, and (b) determined that (i) it will derive substantial benefit and advantage from the Loan and other financial accommodations made available to the Borrower under the Note and the other Loan Documents and the new financing being entered into contemporaneously herewith, and (ii) its execution, delivery and performance of this Guaranty directly benefits, and is within the best interests of, the Guarantor;

NOW, THEREFORE, in consideration of the premises and the agreements herein, the Guarantor hereby agrees with the Lender, as follows:

Section 1. Definitions. Reference is hereby made to the Note for a statement of the terms thereof. All terms used in this Guaranty which are defined in the Note and not otherwise defined herein shall have the same meanings herein as set forth therein. As used in this Guaranty, the following terms have the following meanings (terms defined in the singular to have the same meaning when used in the plural and vice versa):
"Borrower" has the meaning specified in the preamble above. "Guaranty" means this Guaranty.

"Guaranteed Obligations" means any and all present and future liabilities and obligations of the Borrower and any of the Guarantor to the Lender incurred by the Borrower or the Guarantor, and whether due or to become due, secured or unsecured, absolute or contingent, joint or several, direct or indirect, acquired outright, conditionally or as collateral security by the Lender from another, liquidated or unliquidated, arising by operation of law or otherwise, together with all fees and expenses incurred in collecting any or all of the items specified in this definition or enforcing any rights under any of the Loan Documents, including all fees and expenses of the Lender's counsel and of any experts and agents which may be paid or incurred by the Lender in collecting any such items or enforcing any such rights.

Section 2. Rules of Interpretation. When used in this Guaranty: (1) "or" is not exclusive, (2) a reference to a law or document includes any amendment or modification to such law or document and (3) a reference to an agreement, instrument or document includes any amendment or modification of such agreement, instrument or document.

Section 3. Guaranty. The Guarantor hereby guarantees to the Lender and his successors, endorsees, transferees and assigns the prompt and complete payment, as and when due and payable (whether at stated maturity or by required prepayment, acceleration, demand or otherwise), of all of the Guaranteed Obligations now existing or hereafter incurred will be paid strictly in accordance with their terms.

Section 4. Limitation of Liability. The obligation of the Guarantor under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render the obligation of the Guarantor under this Guaranty subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any applicable state law.

Section 5. Type of Guaranty. This Guaranty is absolute and unconditional and as such is not subject to any conditions and the Guarantor is fully liable to perform all of its duties and obligations under this Guaranty as of the date of execution of this Guaranty. This Guaranty is a continuing guaranty and applies to all future Guaranteed Obligations. In addition, this Guaranty shall remain in full force and effect even if at any time there are no outstanding Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. The obligations and liabilities of the Guarantor under this Guaranty shall not be conditioned or contingent upon the pursuit by the Lender of any right or remedy against the Borrower, the Guarantor or any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations, or against any assets securing the payment of the Guaranteed Obligations or guarantee for such Guaranteed Obligations or right of setoff with respect to such Guaranteed Obligations. This Guaranty is irrevocable and as such cannot be cancelled, terminated or revoked by the Guarantor.

Section 6. Reinstatement of Guaranty. This Guaranty shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment, or any part thereof, of any of the Guaranteed Obligations are rescinded or must otherwise be returned by the Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower, the Guarantor or otherwise, all as though such payment had not been made.
The Guarantor hereby consents that, without the necessity of any reservation of rights against the Guarantor and without notice to or further assent by the Guarantor, any demand for payment of any of the Guaranteed Obligations made by the Lender may be rescinded by the Lender and any of such Guaranteed Obligations continued after such rescission.

Section 7. Security Interest. To secure the payment of the obligations of the Guarantor under this Guaranty, the Guarantor has executed an Affidavit of Confession of Judgment in the form annexed hereto as Exhibit B.

Section 8. Waiver of Notices. The Guarantor hereby waives any and all notices including (1) notice of or proof of reliance by the Lender upon this Guaranty or acceptance of this Guaranty, (2) notice of the incurrence of any Guaranteed Obligations or the renewal, extension or accrual of any such Guaranteed Obligations, (3) notice of any actions taken by the Lender, the Borrower, the Guarantor or any other person under any Guaranty Document, and (4) notices of nonpayment or nonperformance, protest, notices of protest and notices of dishonor.

Section 9. Waiver of Defenses. The Guarantor hereby waives any and all defenses to the performance by the Guarantor of its duties and obligations under this Guaranty, including any defense based on any of the following:

(1) any failure of the Lender to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any party obligated to make payment on any and all Guaranteed Obligations, whether as principal or guarantor, now or hereafter known to the Lender,
(2) any defense to the payment of any or all the Guaranteed Obligations, including lack of validity or enforceability of any of the Guaranteed Obligations or any of the Loan Documents, any change in the time, manner or place of payment of, or in any other tern in respect of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or consent to any departure from any Loan Document,
(3) any exchange or release of, or non-perfection of any security interest on or in any assets securing the payment of the Guaranteed Obligations,
(4) any failure to execute any other guaranty for all or any part of the Guaranteed Obligations, or any release or amendment or waiver of, or consent to any departure from, any other guaranty for any or all of the Guaranteed Obligations,
(5) any subordination of any or all of the Guaranteed Obligations,
(6) any act or omission of the Lender in connection with the enforcement of, or the exercise of rights and remedies, including any election of, or the order of exercising any, remedies, with respect to (a) the Guaranteed Obligations, (b) any other guarantor of the Guaranteed Obligations, or (c) any assets securing the payment of the Guaranteed Obligations,
(7) any manner of application of any funds received by the Lender to Guaranteed Obligations or any other obligations owed to the Lender, whether from the sale or disposition of any assets securing the Guaranteed Obligations, from another guarantor of the Guaranteed Obligations or otherwise, and
(8)            any failure to give or provide any notices, demands or protests, including those specified under Section 8 herein, entitled "Waiver of Notices".

Section 10. Subrogation. The Guarantor may not exercise any rights which the Guarantor may acquire by way of subrogation or contribution, whether acquired by any payment made under this Guaranty, by any setoff or application of funds of the Borrower, by the Lender or otherwise, until (1) the payment in full of the Guaranteed Obligations (after the Lender no longer has any obligation or arrangement to provide credit to the Borrower, including under or pursuant to a line of credit), and (2) the payment of all fees and expenses to be paid by the Guarantor pursuant to this Guaranty. If any amount shall be paid to the Guarantor on account of such subrogation or contribution rights at any time when all of the Guaranteed Obligations and all such other expenses shall not have been paid in full (after the Lender no longer has any obligation or arrangement to provide credit to the Borrower, including under or pursuant to a line of credit), such amount shall be held in trust for the benefit of the Lender, shall be segregated from the other funds of the Guarantor and shall forthwith be paid over to the Lender to be credited and applied in whole or in part by the Lender against the Guaranteed Obligations, whether matured or unmatured, and all such other fees and expenses in accordance with the terms of the Loan Documents.

Section 11. Representations. At the time of execution of this Guaranty and each time the Lender provides credit as noted above, the Guarantor represents and warrants to the Lender as follows:

(1)            Name. The exact legal name of the Guarantor is the name specified in the preamble to this Guaranty. The Guarantor has not been known by any other names during the two (2) years prior to the date of the Guaranty.
(2)            Location. The principal location of the Guarantor is as specified in the preamble to this Guaranty.
(3)            No Contravention. The execution, delivery and performance by the Guarantor of this Guaranty do not and will not (a) violate any provision of any law, order, writ, judgment, injunction, decree, determination, or award presently in effect applicable to the Guarantor, (b) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease, or instrument to which the Guarantor is a party or by which the Guarantor or its properties may be bound or affected, or (c) result in, or require, the creation or imposition of any lien upon or with respect to any of the properties now owned or hereafter acquired by the Guarantor.
(4)            Governmental Authority. No authorization, approval or other action by, and no notice to or filing with, any governmental authority is required for the due execution, delivery and performance by the Guarantor of this Guaranty.
(5) Legally Enforceable Guaranty. This Guaranty is the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its turns, except to the extent that such enforcement may be limited by (a) applicable bankruptcy, insolvency, and other similar laws affecting creditors' rights generally, or (b) general equitable principles, regardless of whether the issue of enforceability is considered in a proceeding in equity or at law.

 
Section 12. Remedies. The Lender shall not, by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies under this Guaranty or otherwise. A waiver by the Lender of any right or remedy hereunder on any one occasion, shall not be construed as a ban or waiver of any such right or remedy which the Lender would have had on any future occasion, nor shall the Lender be liable for exercising or failing to exercise any such right or remedy. The rights and remedies of the Lender under this Guaranty are cumulative and, as such, are in addition to any other rights and remedies available to the Lender under law or any other agreements.

Section 13.                      Appointment as Attorney-in-Fact. The Guarantor hereby appoints the Lender as the attorney-in-fact for the Guarantor, with full authority in the place and stead of, and in the name of, the Guarantor, or otherwise, to exercise all rights and remedies granted to the Lender under this Guaranty and to take any action and to execute any instrument which the Lender may deem necessary or advisable to accomplish the purposes of this Guaranty.

 
Section 14. Indemnity and Expenses. The Guarantor hereby indemnifies the Lender from and against any and all claims, losses, damages and liabilities growing out of or resulting from this Guaranty (including, without limitation, enforcement of this Guaranty), except claims, losses, damages or liabilities resulting from the Lender's gross negligence and willful misconduct.
The Guarantor will upon demand pay to the Lender the amount of any and all expenses, including the fees and expenses of its counsel and of any experts and agents, which the Lender may incur in connection with (1) any amendment to this Guaranty, (2) the administration of this Guaranty, (3) the exercise or enforcement of any of the rights of the Lender under this Guaranty, or (4) the failure by the Guarantor to perform or observe any of the provisions of this Guaranty.

Section 15. Amendments. No amendment or waiver of any provision of this Guaranty, nor consent to any departure by the Guarantor from this Guaranty, shall in any event be effective unless the same shall be in writing and signed by the Guarantor and the Lender, and then such amendment or waiver shall be effective only in the specific instance and for the specific purpose for which given.

Section 16. Addresses for Notices. All notices and other communications provided for under this Guaranty shall be in writing and, mailed or delivered by messenger or overnight delivery service, addressed, in the case of the Guarantor at its address specified below its signature, and in the case of the Lender at the address specified below, or as to any such party at such other address as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this Section.

If to the Lender:

Precursor Management, Inc.
Suite 2702-03
Goldlion Digital Network Center
138 Ti Yu Road East
Tian He, Guangzhou
Guangdong Province
China 510620

If to the Guarantor:

Décor Products International, Inc.
No. 6 Economic Zone
Wushaliwu, Chang’an Town, Dongguan
Guangdong Province, P.R. China

All such notices and other communications shall, when mailed, be effective three (3) days after being placed in the mails, or when delivered to a messenger or overnight delivery service, be effective one (1) day after being delivered to the messenger or overnight delivery service, in each case, addressed as specified above.

Section 17. Assignment and Transfer of Obligations. This Guaranty will bind the estate of the Guarantor as to Guaranteed Obligations created or incurred both before and after the bankruptcy or liquidation of the Guarantor, whether or not the Lender receives notice of such bankruptcy or liquidation. This Guaranty shall inure to the benefit of the Lender and his successors, transferees and assigns. The Guarantor may not transfer or assign its obligations under this Guaranty. The Lender may assign or otherwise transfer all or a portion of his rights or obligations with respect to the Guaranteed Obligations to any other party, and such other party shall then become vested with all the benefits in respect of such transferred Guaranteed Obligations granted to the Lender in this Guaranty or otherwise. The Guarantor agrees that the Lender can provide information regarding the Guarantor to any prospective or actual successor, transferee or assign.

Section 18. Setoff. The Guarantor agrees that, in addition to, and without limiting, any right of setoff, the Lender's lien or counterclaim the Lender may otherwise have, the Lender shall be entitled, at its option, to offset balances (general or special, time or demand, provisional or final) held by it for the account of the Guarantor, at any of the offices of the Lender, in Dollars or any other currency, against any amount payable by the Guarantor to the Lender under this Guaranty which is not paid when demanded (regardless of whether such balances are then due to the Guarantor), in which case the Lender shall promptly notify the Guarantor, provided that the Lender's failure to give such notice shall not affect the validity of such offset.

Section 19.                       Submission to Jurisdiction. The Guarantor hereby irrevocably submit to the jurisdiction of any federal or state court sitting in Broward County in the State of Florida over any action or proceeding arising out of or related to this Guaranty and agrees with the Lender that personal jurisdiction over the Guarantor rests with such courts for purposes of any action on or related to this Guaranty. The Guarantor hereby waives personal service by manual delivery and agrees that service of process may be made by prepaid certified mail directed to the Guarantor at the address of the Guarantor for notices under this Guaranty or at such other address as may be designated in writing by the Guarantor to the Lender, and that upon mailing of such process such service will be effective as if the Guarantor were personally served. The Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any manner provided by law. The Guarantor further waives any objection to venue in any such action or proceeding on the basis of inconvenient forum. The Guarantor agrees that any action on or proceeding brought against the Lender shall only be brought in such courts.

Section 20. Governing Law. This Guaranty shall be governed by and construed in accordance with the laws of the State of Florida without regard to its principles of conflicts of law.

Section 21. Subordination. Once a demand for payment is made on the Guarantor under this Guaranty, the Guarantor will not (1) make any demand for payment of, or take any action to accelerate, any obligation owed to the Guarantor by the Borrower, (2) seek to collect payment of, or enforce any right or remedies against the Borrower, any of the obligations owed to the Guarantor by the Borrower or any guarantees, credit supports, collateral or other security related to or supporting any of such obligations, or (3) commence, or join with any other creditor in commencing, any bankruptcy or similar proceeding against the Borrower. The Guarantor also agrees that the payment of all obligations of the Borrower to the Guarantor shall be subordinate and junior in time and right of payment in accordance with the terms of this Section 21 to the prior payment in full (in cash) of the Guaranteed Obligations. In furtherance of such subordination, (1) to the extent possible, the Guarantor will not take or receive from the Borrower any payments, in cash or any other property, by setoff or any other means, of any or all of the obligations owed to the Guarantor by the Borrower, or purchase, redeem, or otherwise acquire any of such obligations, or change the terms or provisions of any such obligations and (2) if for any reason and under any circumstance the Guarantor receives a payment on such obligation, whether in a bankruptcy or similar proceeding or otherwise, all such payments or distributions upon or with respect to such obligations shall be received in trust for the benefit of the Lender, shall be segregated from other funds and property held by the Guarantor and shall be forthwith paid over to the Lender in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to, or held as collateral (in the case of securities or other non-cash property) for, the payment or prepayment of the Guaranteed Obligations.

Section 22. Miscellaneous. This Guaranty is in addition to and not in limitation of any other rights and remedies the Lender may have by virtue of any other instrument or agreement previously, contemporaneously or hereafter executed by the Guarantor or any other party or by law or otherwise. If any provision of this Guaranty is contrary to applicable law, such provision shall be deemed ineffective without invalidating the remaining provisions of this Guaranty. Titles in this Guaranty are for convenience of reference only and shall not affect the interpretation or construction of this Guaranty. This Guaranty constitutes the entire agreement between the Guarantor and the Lender with respect to the matters covered by this Guaranty and supersedes all written or oral agreements with respect to such matters.

Section 23. WAIVER OF JURY TRIAL. THE GUARANTOR EXPRESSLY WAIVES ANY AND EVERY RIGHT TO A TRIAL BY JURY IN ANY ACTION ON OR RELATED TO THIS GUARANTY.

IN WITNESS 'WHEREOF, the Guarantor has duly executed and delivered this Guaranty as of the date of this Guaranty.
DÉCOR PRODUDCTS INTERNATIONAL, INC.
By:  Maurice Katz
Name:  Maurice Katz
Title:   President



Attest:________________________
By:
 

 





EXHIBIT A











EXHIBIT B

AFFIDAVIT FOR CONFESSION OF JUDGMENT

STATE OF FLORIDA COUNTY OF BROWARD


 
PRECURSOR MANAGEMENT INC.
Plaintiff,
Affidavit For Confession
-against­ of Judgment
DECOR PRODUCTS INTERNATIONAL, INC.
Defendant,


Maurice Katz, being duly sworn, depose and say:
1. That I am the President of, Decor Products International, Inc., the Defendant in this action, and 100% owner of the subsidiary Dongguan Chditn Printing Co., Ltd with offices at No. 6 Economic Zone Wushaliwu, Chang’an Town, Dongguan Guangdong Province, P.R. China.
1. That the Defendant hereby confesses judgment in this court in favor of the Plaintiff, Precursor Management, Inc., in the sum of Sixty Thousand and 00/100 Dollars ($60,000.00), together with interest from the 1st day of June, 2009, plus costs and disbursements and do hereby authorize the Plaintiff or assigns to enter judgment for said amount in any court of appropriate jurisdiction.
2. That the Defendant had their own independent attorney review the loan documentation at the request of the lender and was advised of the existence of possible conflicts of interests including but not limited to the conflicts of interest between the defendant and the lender.  Such documentation was deemed to be lawful, fair and reasonable and any and all conflicts of interest were approved and any rights afforded thereunder have been waived.
4. That this confession of judgment is for a debt justly due or to become due to Plaintiff arising out of the following facts: Guaranty executed by the undersigned on behalf of the Defendant on the __ day of July, 2009.


DECOR PRODUCTS INTERNATIONAL, INC.


                                                                                                /S/ Maurice Katz
Name: Maurice Katz
Title:  President


Sworn to before me this __ day of July 2009



___________________________________

NOTARY PUBLIC
EX-10.13 14 ex10_13.htm EXHIBIT 10.13 ex10_13.htm
 
 
EXHIBIT 10.13
 
GUARANTY

GUARANTY dated as of July __. 2009 ("Guaranty") made by Décor Products International, Inc. (F/K/A Murals by Maurice, Inc.), a Florida corporation with offices at No. 6 Economic Zone, Wushaliwu, Chang’an Town, Dongguan, Guangdong Province, P.R. China (the "Guarantor"), in favor of Precursor Management Inc., a Minnesota corporation, with offices at 2702-03, 27/F, Goldlion Digital Network Center, 138 Tiyu Road East, Tianhe, Guangzhou, P.R. China (the "Lender").

WITNESSETH

WHEREAS, Dongguan Chditn Printing Co., Ltd, a corporation organized under the laws of the People’s Republic China (the "Borrower"), and the Lender are parties to a note, dated as of even date herewith (such note, as amended, restated, supplemented or otherwise modified from time to time, being hereinafter referred to as the "Note");

WHEREAS, pursuant to the Note, the Guarantor, this Guaranty and the Guaranties entered into by the Guarantor (referred to as the "Guarantee") is required to execute and deliver to the Lender a guaranty guaranteeing the Note and all other obligations under the Note and the pledge agreement by and between the Pledgor thereunder and the Lender of even date herewith (such pledge agreement, as amended, restated, supplemented or otherwise modified from time to time, being hereinafter referred to as the "Pledge Agreement"; the Note, the Guarantee and the Pledge Agreement, together with all other documents required to be delivered in connection herewith and therewith are collectively referred to as the "Loan Documents"); and

WHEREAS, the Guarantor has (a) received the sum of $10 for execution of this Guaranty, and (b) determined that (i) it will derive substantial benefit and advantage from the Loan and other financial accommodations made available to the Borrower under the Note and the other Loan Documents and the new financing being entered into contemporaneously herewith, and (ii) its execution, delivery and performance of this Guaranty directly benefits, and is within the best interests of, the Guarantor;

NOW, THEREFORE, in consideration of the premises and the agreements herein, the Guarantor hereby agrees with the Lender, as follows:

Section 1. Definitions. Reference is hereby made to the Note for a statement of the terms thereof. All terms used in this Guaranty which are defined in the Note and not otherwise defined herein shall have the same meanings herein as set forth therein. As used in this Guaranty, the following terms have the following meanings (terms defined in the singular to have the same meaning when used in the plural and vice versa):
"Borrower" has the meaning specified in the preamble above. "Guaranty" means this Guaranty.

"Guaranteed Obligations" means any and all present and future liabilities and obligations of the Borrower and any of the Guarantor to the Lender incurred by the Borrower or the Guarantor, and whether due or to become due, secured or unsecured, absolute or contingent, joint or several, direct or indirect, acquired outright, conditionally or as collateral security by the Lender from another, liquidated or unliquidated, arising by operation of law or otherwise, together with all fees and expenses incurred in collecting any or all of the items specified in this definition or enforcing any rights under any of the Loan Documents, including all fees and expenses of the Lender's counsel and of any experts and agents which may be paid or incurred by the Lender in collecting any such items or enforcing any such rights.

Section 2. Rules of Interpretation. When used in this Guaranty: (1) "or" is not exclusive, (2) a reference to a law or document includes any amendment or modification to such law or document and (3) a reference to an agreement, instrument or document includes any amendment or modification of such agreement, instrument or document.

Section 3. Guaranty. The Guarantor hereby guarantees to the Lender and his successors, endorsees, transferees and assigns the prompt and complete payment, as and when due and payable (whether at stated maturity or by required prepayment, acceleration, demand or otherwise), of all of the Guaranteed Obligations now existing or hereafter incurred will be paid strictly in accordance with their terms.

Section 4. Limitation of Liability. The obligation of the Guarantor under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render the obligation of the Guarantor under this Guaranty subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any applicable state law.

Section 5. Type of Guaranty. This Guaranty is absolute and unconditional and as such is not subject to any conditions and the Guarantor is fully liable to perform all of its duties and obligations under this Guaranty as of the date of execution of this Guaranty. This Guaranty is a continuing guaranty and applies to all future Guaranteed Obligations. In addition, this Guaranty shall remain in full force and effect even if at any time there are no outstanding Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. The obligations and liabilities of the Guarantor under this Guaranty shall not be conditioned or contingent upon the pursuit by the Lender of any right or remedy against the Borrower, the Guarantor or any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations, or against any assets securing the payment of the Guaranteed Obligations or guarantee for such Guaranteed Obligations or right of setoff with respect to such Guaranteed Obligations. This Guaranty is irrevocable and as such cannot be cancelled, terminated or revoked by the Guarantor.

Section 6. Reinstatement of Guaranty. This Guaranty shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment, or any part thereof, of any of the Guaranteed Obligations are rescinded or must otherwise be returned by the Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower, the Guarantor or otherwise, all as though such payment had not been made.
The Guarantor hereby consents that, without the necessity of any reservation of rights against the Guarantor and without notice to or further assent by the Guarantor, any demand for payment of any of the Guaranteed Obligations made by the Lender may be rescinded by the Lender and any of such Guaranteed Obligations continued after such rescission.

Section 7. Security Interest. To secure the payment of the obligations of the Guarantor under this Guaranty, the Guarantor has executed an Affidavit of Confession of Judgment in the form annexed hereto as Exhibit 1.

Section 8. Waiver of Notices. The Guarantor hereby waives any and all notices including (1) notice of or proof of reliance by the Lender upon this Guaranty or acceptance of this Guaranty, (2) notice of the incurrence of any Guaranteed Obligations or the renewal, extension or accrual of any such Guaranteed Obligations, (3) notice of any actions taken by the Lender, the Borrower, the Guarantor or any other person under any Guaranty Document, and (4) notices of nonpayment or nonperformance, protest, notices of protest and notices of dishonor.

Section 9. Waiver of Defenses. The Guarantor hereby waives any and all defenses to the performance by the Guarantor of its duties and obligations under this Guaranty, including any defense based on any of the following:

(1) any failure of the Lender to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any party obligated to make payment on any and all Guaranteed Obligations, whether as principal or guarantor, now or hereafter known to the Lender,
(2) any defense to the payment of any or all the Guaranteed Obligations, including lack of validity or enforceability of any of the Guaranteed Obligations or any of the Loan Documents, any change in the time, manner or place of payment of, or in any other tern in respect of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or consent to any departure from any Loan Document,
(3) any exchange or release of, or non-perfection of any security interest on or in any assets securing the payment of the Guaranteed Obligations,
(4) any failure to execute any other guaranty for all or any part of the Guaranteed Obligations, or any release or amendment or waiver of, or consent to any departure from, any other guaranty for any or all of the Guaranteed Obligations,
(5) any subordination of any or all of the Guaranteed Obligations,
(6) any act or omission of the Lender in connection with the enforcement of, or the exercise of rights and remedies, including any election of, or the order of exercising any, remedies, with respect to (a) the Guaranteed Obligations, (b) any other guarantor of the Guaranteed Obligations, or (c) any assets securing the payment of the Guaranteed Obligations,
(7) any manner of application of any funds received by the Lender to Guaranteed Obligations or any other obligations owed to the Lender, whether from the sale or disposition of any assets securing the Guaranteed Obligations, from another guarantor of the Guaranteed Obligations or otherwise, and
(8)            any failure to give or provide any notices, demands or protests, including those specified under Section 8 herein, entitled "Waiver of Notices".

Section 10. Subrogation. The Guarantor may not exercise any rights which the Guarantor may acquire by way of subrogation or contribution, whether acquired by any payment made under this Guaranty, by any setoff or application of funds of the Borrower, by the Lender or otherwise, until (1) the payment in full of the Guaranteed Obligations (after the Lender no longer has any obligation or arrangement to provide credit to the Borrower, including under or pursuant to a line of credit), and (2) the payment of all fees and expenses to be paid by the Guarantor pursuant to this Guaranty. If any amount shall be paid to the Guarantor on account of such subrogation or contribution rights at any time when all of the Guaranteed Obligations and all such other expenses shall not have been paid in full (after the Lender no longer has any obligation or arrangement to provide credit to the Borrower, including under or pursuant to a line of credit), such amount shall be held in trust for the benefit of the Lender, shall be segregated from the other funds of the Guarantor and shall forthwith be paid over to the Lender to be credited and applied in whole or in part by the Lender against the Guaranteed Obligations, whether matured or unmatured, and all such other fees and expenses in accordance with the terms of the Loan Documents.

Section 11. Representations. At the time of execution of this Guaranty and each time the Lender provides credit as noted above, the Guarantor represents and warrants to the Lender as follows:

(1)            Name. The exact legal name of the Guarantor is the name specified in the preamble to this Guaranty. The Guarantor has not been known by any other names during the two (2) years prior to the date of the Guaranty.
(2)            Location. The principal location of the Guarantor is as specified in the preamble to this Guaranty.
(3)            No Contravention. The execution, delivery and performance by the Guarantor of this Guaranty do not and will not (a) violate any provision of any law, order, writ, judgment, injunction, decree, determination, or award presently in effect applicable to the Guarantor, (b) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease, or instrument to which the Guarantor is a party or by which the Guarantor or its properties may be bound or affected, or (c) result in, or require, the creation or imposition of any lien upon or with respect to any of the properties now owned or hereafter acquired by the Guarantor.
(4)            Governmental Authority. No authorization, approval or other action by, and no notice to or filing with, any governmental authority is required for the due execution, delivery and performance by the Guarantor of this Guaranty.
(5) Legally Enforceable Guaranty. This Guaranty is the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its turns, except to the extent that such enforcement may be limited by (a) applicable bankruptcy, insolvency, and other similar laws affecting creditors' rights generally, or (b) general equitable principles, regardless of whether the issue of enforceability is considered in a proceeding in equity or at law.

 
Section 12. Remedies. The Lender shall not, by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies under this Guaranty or otherwise. A waiver by the Lender of any right or remedy hereunder on any one occasion, shall not be construed as a ban or waiver of any such right or remedy which the Lender would have had on any future occasion, nor shall the Lender be liable for exercising or failing to exercise any such right or remedy. The rights and remedies of the Lender under this Guaranty are cumulative and, as such, are in addition to any other rights and remedies available to the Lender under law or any other agreements.

Section 13.                      Appointment as Attorney-in-Fact. The Guarantor hereby appoints the Lender as the attorney-in-fact for the Guarantor, with full authority in the place and stead of, and in the name of, the Guarantor, or otherwise, to exercise all rights and remedies granted to the Lender under this Guaranty and to take any action and to execute any instrument which the Lender may deem necessary or advisable to accomplish the purposes of this Guaranty.

 
Section 14. Indemnity and Expenses. The Guarantor hereby indemnifies the Lender from and against any and all claims, losses, damages and liabilities growing out of or resulting from this Guaranty (including, without limitation, enforcement of this Guaranty), except claims, losses, damages or liabilities resulting from the Lender's gross negligence and willful misconduct.
The Guarantor will upon demand pay to the Lender the amount of any and all expenses, including the fees and expenses of its counsel and of any experts and agents, which the Lender may incur in connection with (1) any amendment to this Guaranty, (2) the administration of this Guaranty, (3) the exercise or enforcement of any of the rights of the Lender under this Guaranty, or (4) the failure by the Guarantor to perform or observe any of the provisions of this Guaranty.

Section 15. Amendments. No amendment or waiver of any provision of this Guaranty, nor consent to any departure by the Guarantor from this Guaranty, shall in any event be effective unless the same shall be in writing and signed by the Guarantor and the Lender, and then such amendment or waiver shall be effective only in the specific instance and for the specific purpose for which given.

Section 16. Addresses for Notices. All notices and other communications provided for under this Guaranty shall be in writing and, mailed or delivered by messenger or overnight delivery service, addressed, in the case of the Guarantor at its address specified below its signature, and in the case of the Lender at the address specified below, or as to any such party at such other address as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this Section.

If to the Lender:

Precursor Management, Inc.
Suite 2702-03
Goldlion Digital Network Center
138 Ti Yu Road East
Tian He, Guangzhou
Guangdong Province
China 510620

If to the Guarantor:

Décor Products International, Inc.
No. 6 Economic Zone
Wushaliwu, Chang’an Town, Dongguan
Guangdong Province, P.R. China

All such notices and other communications shall, when mailed, be effective three (3) days after being placed in the mails, or when delivered to a messenger or overnight delivery service, be effective one (1) day after being delivered to the messenger or overnight delivery service, in each case, addressed as specified above.

Section 17. Assignment and Transfer of Obligations. This Guaranty will bind the estate of the Guarantor as to Guaranteed Obligations created or incurred both before and after the bankruptcy or liquidation of the Guarantor, whether or not the Lender receives notice of such bankruptcy or liquidation. This Guaranty shall inure to the benefit of the Lender and his successors, transferees and assigns. The Guarantor may not transfer or assign its obligations under this Guaranty. The Lender may assign or otherwise transfer all or a portion of his rights or obligations with respect to the Guaranteed Obligations to any other party, and such other party shall then become vested with all the benefits in respect of such transferred Guaranteed Obligations granted to the Lender in this Guaranty or otherwise. The Guarantor agrees that the Lender can provide information regarding the Guarantor to any prospective or actual successor, transferee or assign.

Section 18. Setoff. The Guarantor agrees that, in addition to, and without limiting, any right of setoff, the Lender's lien or counterclaim the Lender may otherwise have, the Lender shall be entitled, at its option, to offset balances (general or special, time or demand, provisional or final) held by it for the account of the Guarantor, at any of the offices of the Lender, in Dollars or any other currency, against any amount payable by the Guarantor to the Lender under this Guaranty which is not paid when demanded (regardless of whether such balances are then due to the Guarantor), in which case the Lender shall promptly notify the Guarantor, provided that the Lender's failure to give such notice shall not affect the validity of such offset.

Section 19.                       Submission to Jurisdiction. The Guarantor hereby irrevocably submit to the jurisdiction of any federal or state court sitting in Broward County in the State of Florida over any action or proceeding arising out of or related to this Guaranty and agrees with the Lender that personal jurisdiction over the Guarantor rests with such courts for purposes of any action on or related to this Guaranty. The Guarantor hereby waives personal service by manual delivery and agrees that service of process may be made by prepaid certified mail directed to the Guarantor at the address of the Guarantor for notices under this Guaranty or at such other address as may be designated in writing by the Guarantor to the Lender, and that upon mailing of such process such service will be effective as if the Guarantor were personally served. The Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any manner provided by law. The Guarantor further waives any objection to venue in any such action or proceeding on the basis of inconvenient forum. The Guarantor agrees that any action on or proceeding brought against the Lender shall only be brought in such courts.

Section 20. Governing Law. This Guaranty shall be governed by and construed in accordance with the laws of the State of Florida without regard to its principles of conflicts of law.

Section 21. Subordination. Once a demand for payment is made on the Guarantor under this Guaranty, the Guarantor will not (1) make any demand for payment of, or take any action to accelerate, any obligation owed to the Guarantor by the Borrower, (2) seek to collect payment of, or enforce any right or remedies against the Borrower, any of the obligations owed to the Guarantor by the Borrower or any guarantees, credit supports, collateral or other security related to or supporting any of such obligations, or (3) commence, or join with any other creditor in commencing, any bankruptcy or similar proceeding against the Borrower. The Guarantor also agrees that the payment of all obligations of the Borrower to the Guarantor shall be subordinate and junior in time and right of payment in accordance with the terms of this Section 21 to the prior payment in full (in cash) of the Guaranteed Obligations. In furtherance of such subordination, (1) to the extent possible, the Guarantor will not take or receive from the Borrower any payments, in cash or any other property, by setoff or any other means, of any or all of the obligations owed to the Guarantor by the Borrower, or purchase, redeem, or otherwise acquire any of such obligations, or change the terms or provisions of any such obligations and (2) if for any reason and under any circumstance the Guarantor receives a payment on such obligation, whether in a bankruptcy or similar proceeding or otherwise, all such payments or distributions upon or with respect to such obligations shall be received in trust for the benefit of the Lender, shall be segregated from other funds and property held by the Guarantor and shall be forthwith paid over to the Lender in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to, or held as collateral (in the case of securities or other non-cash property) for, the payment or prepayment of the Guaranteed Obligations.

Section 22. Miscellaneous. This Guaranty is in addition to and not in limitation of any other rights and remedies the Lender may have by virtue of any other instrument or agreement previously, contemporaneously or hereafter executed by the Guarantor or any other party or by law or otherwise. If any provision of this Guaranty is contrary to applicable law, such provision shall be deemed ineffective without invalidating the remaining provisions of this Guaranty. Titles in this Guaranty are for convenience of reference only and shall not affect the interpretation or construction of this Guaranty. This Guaranty constitutes the entire agreement between the Guarantor and the Lender with respect to the matters covered by this Guaranty and supersedes all written or oral agreements with respect to such matters.

Section 23. WAIVER OF JURY TRIAL. THE GUARANTOR EXPRESSLY WAIVES ANY AND EVERY RIGHT TO A TRIAL BY JURY IN ANY ACTION ON OR RELATED TO THIS GUARANTY.

IN WITNESS 'WHEREOF, the Guarantor has duly executed and delivered this Guaranty as of the date of this Guaranty.
DÉCOR PRODUDCTS INTERNATIONAL, INC.
By:  Maurice Katz
Name:  Maurice Katz
Title:   President



Attest:________________________
By:
 


EX-10.14 15 ex10_14.htm EXHIBIT 10.14 ex10_14.htm
 
 
EXHIBIT 10.14
 
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

No. 1                      U.S. $565,000

Original Issue Date: July __. 2009

Holder:                   Precursor Management Inc.

Address:                Precursor Management, Inc.
Suite 2702-03
Goldlion Digital Network Center
138 Ti Yu Road East
Tian He, Guangzhou
Guangdong Province
China 510620


SERIES 2009 SECURED NOTE DUE SEPTEMBER 30, 2009

THIS Note, in the principal amount of Five Hundred and Sixty Five Thousand and 00/100 Dollars ($565,000.00), evidencing a loan (the "Loan") made on July __. 2009 (the "Loan Origination Date"), is a duly authorized Note of Dongguan Chditn Printing Co., Ltd., a Chinese corporation with offices at No. 6 Economic Zone, Wushaliwu, Chang’an Town, Dongguan, Guangdong Province, P.R. China (the "Maker"), individually designated as the Note, as the case may be (the "Note"), due not later than September 30, 2009 ("Maturity Date"), in an aggregate face amount of Five Hundred and Sixty Five Thousand and 00/100 Dollars ($565,000.00).
FOR VALUE RECEIVED, the Maker promises to pay to the Holder or registered assigns, the principal sum of Five Hundred and Sixty Five Thousand and 00/100 Dollars ($565,000.00) if paid on or prior to three hundred and sixty five (365) day anniversary (the "Maturity Date") of the Loan Origination Date, hereof; upon the occurrence of an Event of Default, the amount of principal due hereunder shall conclusively be Five Hundred and Sixty Five Thousand and 00/100 Dollars ($565,000.00), and all amounts due hereunder shall be immediately due and payable, together with a default fee equal to ten percent (10%) of the Maturity Amount, and any amounts not so paid shall bear interest at the rate of 18% per annum from the of such default through and including the date of payment. The principal of, and interest on, this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, at the address of the Holder last appearing on the Note Register.

This Note is subject to the following additional provisions:

Section 1.                  Representations and Warranties of the Borrower. The Borrower represents and warrants to the Holder, as of the date hereof as follows:
(a)    Authorization of Agreement. The Borrower, if not a natural person, is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate, partnership or other applicable power and authority to enter into and to consummate the transactions contemplated by this Note and otherwise to carry out its obligations hereunder, and the execution, delivery and performance by the Borrower of this Note and all other documents delivered in connection herewith (the "Transaction Documents") have been duly authorized by all necessary corporate or similar action on the part of the Borrower. Each of the Transaction Agreements, when executed and delivered by the Borrower, will constitute a valid and legally binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors' rights generally, (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (c) to the extent the indemnification provisions contained herein may be limited by federal or state securities laws.
(b)            No Conflicts; Advice. Neither the execution and delivery of the Transaction Documents, nor the consummation of the transactions contemplated thereby, does or will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which the Borrower is subject or any provision of its organizational documents or other similar governing instruments, or conflict with, violate or constitute a default under any agreement, credit facility, debt or other instrument or understanding to which the Borrower is a party. The Borrower has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its entering into the Note and the other Transaction Documents and consummating the transactions contemplated hereby and thereby.
(c)            No Litigation. There is no action, suit, proceeding, judgment, claim or investigation pending, or to the knowledge of the Borrower, threatened against the Borrower which could reasonably be expected in any manner to challenge or seek to prevent, enjoin, alter or materially delay any of the transactions contemplated by this Note or the other documents delivered in connection herewith.
(d)            Consents. No authorization, consent, approval or other order of, or declaration to or filing with, any governmental agency or body or other person is required for the valid authorization, execution, delivery and performance by the Borrower of the Note and the other documents delivered in connection herewith and the consummation of the transactions contemplated hereby and thereby.
(e)            Bankruptcy. The Borrower is not under the jurisdiction of a court in a Title 11 or similar case (within the meaning of Bankruptcy Code Section 368(a)(3)(A) (or related provisions)) or involved in any insolvency proceeding or reorganization.
(f)            Purpose of Loan, Means of Repayment. The Borrower intends to use proceeds for the effectuation of a share exchange between the Borrower and Décor Products International, Inc. The Borrower has a reasonable, good-faith belief in its ability to repay the Loan evidenced by this Note as and when the same may become due and payable. The basis for such belief is set forth in Schedule A attached hereto, and the Borrower will have sufficient unencumbered production revenues from their operations in China to enable such repayment to be made, as more fully set forth in Schedule A attached hereto.
Section 2.                      Exchangeability and Transferability. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same, but shall not be issuable in denominations of less than integral multiples of Twenty Thousand Dollars ($20,000) unless such amount represents the full principal balance of Notes outstanding to such Holder. No service charge will be made for such registration of transfer or exchange. The Holder, by acceptance hereof, agrees to give written notice to the Maker before transferring this Note; such notice will describe briefly the proposed transfer and will give the Maker the name, address, and tax identification number of the proposed transferee, and will further provide the Maker with an opinion of the Holder's counsel that such transfer can be accomplished in accordance with federal and applicable state securities laws (unless such transaction is permitted by the plan of distribution in an effective Registration Statement). Promptly upon receiving such written notice, the Maker shall present copies thereof to the Maker's counsel.
Section 3.                      Plan of Repayment. The Maker intends to repay this Note through application of proceeds that it expects to receive as set forth in Schedule A to this Note.
Section 4.                      Covenants. The Maker covenants and agrees that, so long as any amount is due and owing under the Note, it shall not:
(a) Fail to make any payment of the principal of interest on, or other obligations in respect of, this Note, free of any claim of subordination, as and when the same shall become due and payable (whether on the Maturity Date or by acceleration or otherwise), for ten (10) days after the same shall be due and payable;
(b) Fail to observe or perform any other covenant, agreement or warranty contained in, or
otherwise commit, any breach of this Note;
(c) Suffer to have the guarantor (the "Guarantor") under the guarantee (the "Guarantee") or the pledgor (the "Pledgor") under the stock pledge agreement (the "Stock Pledge Agreement") entered into contemporaneously herewith and of even date herewith fail to observe or perform any covenant, agreement or warranty contained therein, or otherwise commit any breach thereof (this Note, the Guaranty, the Stock Pledge Agreement and all other documents delivered contemporaneously and in connection herewith collectively are referred to as the "Loan Documents");
(d) Commence or suffer to have the Guarantor or the Pledgor commence a voluntary case under the United States Bankruptcy Code or insolvency laws as now or hereafter in effect or any successor thereto (the "Bankruptcy Code"); or suffer to have an involuntary case commenced against it, the Guarantor or the Pledgor under the Bankruptcy Code in which the petition is not controverted within thirty (30 days), or is not dismissed within sixty (60) days, after commencement of such involuntary case; or suffer to have a "custodian" (as defined in the Bankruptcy Code) appointed for, or take charge of, all or any substantial part of the property of the Maker, the Guarantor or the Pledgor, or commence any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Maker, the Guarantor or the Pledgor, or suffer to have commenced against it, the Guarantor or the Pledgor any such proceeding which remains undismissed for a period of sixty (60) days; or be, or suffer to have the Guarantor or the Pledgor be, adjudicated insolvent or bankrupt; or suffer to have any order of relief or other order approving any such case or proceeding entered; or suffer to have any appointment of any custodian or the like for any thereof or any substantial part of its property or the property of the Guarantor or the Pledgor which continues undischarged or unstayed for a period of sixty (60) days; or make, or suffer to have the Guarantor or the Pledgor make, a general assignment for the benefit of creditors; or fail to pay, or state that it is unable to pay, its debts generally as they become due; call, or suffer to have the Guarantor or the Pledgor call, a meeting of all of its respective creditors with a view to arranging a composition or adjustment of its debts; or by any act or failure to act indicate, or suffer to have the Guarantor or the Pledgor indicate, its consent to, approval of or acquiescence in any of the foregoing; or take any corporate or other action for the purpose of effecting any of the foregoing;
(e) Default, or suffer to have the Guarantor or the Pledgor default, in any of its respective obligations under any mortgage, credit agreement or other facility, indenture, agreement or other instrument under which there may be issued, or by which there may be secured or evidenced any indebtedness thereof in an amount exceeding thirty-seven thousand five hundred dollars ($37,500.00), whether such indebtedness now exists or shall hereafter be created and such default shall result in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable;
(f) Be, or suffer to have the Guarantor or the Pledgor be, a party to any Change of Control Transaction (as defined below), or sell or dispose of all or in excess of forty-nine (49%) percent of its respective assets (based on book value calculation as reflected in the its most recent financial statements) in one or more transactions (whether or not such sale would constitute a Change of Control Transaction);
(g) Suffer to have the Common Stock to be suspended or delisted from trading for in excess of three (3) Trading Days;
(h) Suffer to have the average daily trading volume of the Common Stock, during any  consecutive ten (10) trading-day period, be less than five thousand ($5,000) dollars in value;
(i) Suffer a determination by the U.S. Securities and Exchange Commission or Financial Industry Regulatory Authority, or any applicable state regulatory authority, that it, the Guarantor or the Pledgor has violated applicable Securities Laws;
(j) Fail, or suffer to have the Pledgor or the Guarantor fail, to file a Form 10-K, Form 10-Q or a Form 8-K when due;
Enter, or suffer to have the Pledgor or the Guarantor enter, into a transaction or series of transactions that would violate the "Twenty Percent Rule" if the Common Stock were traded on the NASDAQ market;
(k) Suffer to have the value of the shares of Common Stock that are pledged to secure the obligations due under the Notes pursuant to the Stock Pledge Agreement (the "Collateral Shares") be equal to not more than four (4) times the Maturity Amount on any trading day during the term of this Note; provided, that for purposes of measuring compliance with this covenant, the value of the Collateral Shares shall be deemed to be the average of the Volume-Weighted Average Price (the "VWAP") of Common Stock, as reported by Bloomberg, L.P., for the previous five (5) trading days;
(l) Suffer to have an action, suit or proceeding commenced against it, the Guarantor or the Pledgor seeking damages in an amount exceeding thirty-seven thousand five hundred dollars ($37,500); or
(m) Make any representation or warranty that is not true and correct in all material respects as of the date of this Note, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects as of such date.
Section 5.                      Events of Default. "Event of Default" wherever used herein, means the breach of any covenant hereof (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body). Upon the occurrence of an Event of Default, which Event of Default is not cured within ten (10) days after its occurrence, the sum of Five Hundred and Sixty Five Thousand and 00/100 Dollars ($565,000.00) shall be immediately due and payable to the Holder, together with a default penalty in the amount of Thirty-five Thousand Dollars ($35,000), and thereupon default interest shall begin to accrue at the annual rate of eighteen (18%) percent per annum and the Holder shall be entitled to all remedies under law and as set forth in the Guarantee or the Pledge Agreement.
Section 6.                      Interest Rate Limitation. The parties intend to conform strictly to the applicable usury laws in effect from time to time during the term of the Loan. Accordingly, if any transaction contemplated hereby would be usurious under such laws, then notwithstanding any other provision hereof: (i) the aggregate of all interest that is contracted for, charged, or received under this Note or under any other Document shall not exceed the maximum amount of interest allowed by applicable law (the "Highest Lawful Rate"), and any excess shall be promptly credited to the Maker by the Holder (or, to the extent that such consideration shall have been paid, such excess shall be promptly refunded to the Maker by the Holder); (ii) neither the Maker nor any other person now or hereafter liable hereunder shall be obligated to pay the amount of such interest to the extent that it is in excess of the Highest Lawful Rate; and (iii) the effective rate of interest shall be reduced to the Highest Lawful Rate. All sums paid, or agreed to be paid, to the Holder for the use, forbearance, and detention of the debt of the Maker to the Holder shall, to the extent permitted by applicable law, be allocated throughout the full term of the Note until payment is made in full so that the actual rate of interest does not exceed the Highest Lawful Rate in effect at any particular time during the full term thereof. If the total amount of interest paid or accrued pursuant to this Note under the foregoing provisions is less than the total amount of interest that would have accrued if a varying rate per annum equal to the interest rate under the Note had been in effect, then the Maker agrees to pay to the Holder an amount equal to the difference between (x) the lesser of (A) the amount of interest that would have accrued if the Highest Lawful Rate had at all times been in effect, or (B) the amount of interest that would have accrued if a varying rate per annum equal to the interest rate under this Note had at all times been in effect, and (y) the amount of interest accrued in accordance with the other provisions of this Note.
Section 7.                       Prepayment/Extension.
(a) The Maker shall have the right to prepay this Note in whole or in part prior to the Maturity Date.
(b) The Maker shall give at least ten (10) Days, but not more than fifteen (15) Days, written notice of any intention to prepay this Note prior to the Maturity Date or any extension thereof to the Holder, which notice shall specify the "Prepayment Date".
Section 8.                       Definitions. For the purposes hereof, the following terms shall have the following meanings:
"Business Day" means any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other government action to close.
"Change of Control Transaction" means the occurrence of any of (i) an acquisition after the date hereof by an individual or legal entity or "group" (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of in excess of 49% of the voting securities of a person, coupled with a replacement of more than one-half of the members of such person's board of directors which is not approved by those individuals who are members of the board of directors on the date hereof in one or a series of related transactions, or (ii) the merger of such person with or into another entity, consolidation or sale of all or substantially all of the assets of such person in one or a series of related transactions, unless following such transaction, the holders of such person's securities continue to hold at least 40% of such securities following such transaction. The execution by such person of an agreement to which such person is a party or by which it is bound providing for any of the events set forth above in (i) or (ii) does not constitute the occurrence of the event until after the event in fact occurs.
"Common Stock" means the Common Stock of Decor Products International, Inc., a Florida corporation.
Section 9.                      Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Maker, which is absolute and unconditional, to pay the principal of interest and liquidated damages (if any) on, this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct obligation of the Maker.
Section 10.                      If this Note shall be mutilated, lost, stolen or destroyed, the Maker shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed Note, a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed but only upon receipt of evidence of such loss, theft or destruction of such Note, and of the ownership hereof, and indemnity, if requested, all reasonably satisfactory to the Maker.
Section 11.                    Choice of Law and Venue; Submission to Jurisdiction; Service of Process.
(a) THE VALIDITY OF THIS NOTE , ITS CONSTRUCTION, INTERPRETATION AND ENFORCEMENT, AND THE RIGHTS OF THE PARTIES HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA (WITHOUT REFERENCE TO THE CHOICE OF LAW PRINCIPLES THEREOF). THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS NOTE SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF BROWARD, STATE OF FLORIDA OR, AT THE SOLE OPTION OF HOLDER, IN ANY OTHER COURT IN WHICH HOLDER SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY.
(b) THE MAKER HEREBY SUBMITS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION.
(c) THE MAKER HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT, OR OTHER PROCESS ISSUED IN ANY ACTION OR PROCEEDING AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT, OR OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO MAKER.
(d) NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO AFFECT THE RIGHT OF THE HOLDER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW, OR TO PRECLUDE THE ENFORCEMENT BY HOLDER OF ANY JUDGMENT OR ORDER OBTAINED IN SUCH FORUM OR THE TAKING OF ANY ACTION UNDER THIS AGREEMENT TO ENFORCE SAME IN ANY OTHER APPROPRIATE FORUM OR JURISDICTION.
(e)           TO THE EXTENT DETERMINED BY SUCH COURT, THE MAKER SHALL REIMBURSE THE HOLDER FOR ANY REASONABLE LEGAL FEES AND DISBURSEMENTS INCURRED BY THE HOLDER IN ENFORCEMENT OF OR PROTECTION OF ANY OF ITS RIGHTS UNDER ANY OF THIS NOTE.

Section 12.                      Any waiver by the Maker or the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Maker or the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver must be in writing.
Section 13.                      If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.
Section 14.                      Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day (or, if such next succeeding Business Day falls in the next calendar month, the preceding Business Day in the appropriate calendar month).
Section 15.                    Security. The obligation of the Maker for payment of principal, interest and all other sums hereunder, in the event of a default and failure of the Maker to perform hereunder, is secured by (i) a Guarantee of the Guarantor, and (ii) the pledge of certain securities (the "Pledged Shares") by the Guarantor as Pledgor under the terms and conditions of a Stock Pledge Agreement.
Section 16.Waiver of Jury Trial.
THE MAKER HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS NO IE. THE MAKER REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT INTENTIONALLY BLANK]
IN WITNESS WHEREOF, the Maker has caused this instrument to be duly executed by an officer duly authorized for such purpose, as of the date first above indicated.


DONGGUAN CHDITN PRINTING CO., LTD.




/S/ Liu Ruisheng
Name:  Liu Ruisheng

Title:  President

Attest:
 
By:                                                 
SCHEDULE A
PLAN OF REPAYMENT
 
The loan will be repaid out of revenues from the production and assets owned by Dongguan Chditn Printing Co., Ltd. as per the following payment terms:
 
1.  
A cash payment of $565,000 shall be made on or before the 365 day anniversary of the Note.
EX-10.15 16 ex10_15.htm EXHIBIT 10.15 ex10_15.htm
 
 
EXHIBIT 10.15
 
STOCK PLEDGE AGREEMENT

STOCK PLEDGE AGREEMENT ("Agreement") entered into as of the __ day of July, 2009 by and among Precursor Management Inc. (the "Secured Party"), and Décor Products International, Inc. (F/K/A Murals by Maurice, Inc.), a Florida corporation with offices at No. 6 Economic Zone, Wushaliwu, Chang’an Town, Dongguan, Guangdong Province, P.R. China ("the Pledgor").
RECITALS
A. The Pledgor has agreed to pledge certain securities to secure performance of its obligations under its Note, No. 1 in an aggregate face amount Five Hundred and Sixty Five Thousand and 00/100 Dollars ($565,000.00) payable to the Secured Party (the "Note"). Capitalized terms in this Agreement which are not identified herein will have the meanings given such terms in the Note.
B. The Secured Party is willing to accept the Note only upon receiving the Pledgor's guarantee and pledge of certain stock as set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises, the mutual covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1.            Grant of Security Interest True-up of Collateral. The Pledgor hereby pledges to the Secured Party as collateral and security for the Secured Obligations (as defined in Section 2) the securities, issued by Decor Products International Inc., a Florida corporation ("MUBM"); also referred to as the "Issuer" and initially set forth on the attached Schedule 1 of this Agreement, together with medallion guaranteed stock powers and an irrevocable instruction letter the Issuer to the transfer agent (the "Transfer Agent") of the Issuer's common stock (the "Pledged Shares"). Unless otherwise set forth on Schedule 1 of this Agreement, the Pledgor is the beneficial and record owner of the Pledged Shares set forth on such Schedule. Such Pledged Shares, together with any additions, replacements, accessions or substitutes therefor or proceeds thereof, are hereinafter referred to collectively as the "Collateral." For purposes of this Section 1, the Market Value of the Collateral shall be calculated as the average of the volume weighted average prices for the Common Stock for the five (5) trading days immediately preceding the date on which it is measured, as reported by Bloomberg L.P. The value of any additional shares delivered into escrow as provided above shall be deemed to be the Market Value on the date on which the deficiency shall have occurred.
2.            Secured Obligations. During the term hereof, the Collateral shall secure the performance by the Pledgor of its obligations, covenants, and agreements under this Pledge Agreement and the performance of its Obligations under the Note (the "Secured Obligations").
3.            Perfection of Security Interests. (a) Upon execution of this Agreement, the Pledgor shall deliver the Pledged Shares, together with Stock Powers (with Medallion Guarantees annexed), to the Secured Party.
(b) The Pledgor will, at its own expense, cause to be searched the public records with respect to the Collateral and will execute, deliver, file and record (in such manner and form as the Secured Party may require), or permit the Secured Party to file and record, as the Pledgor's attorney-in-fact, any financing statements, any carbon, photographic or other reproduction of a financing statement or this Agreement (which shall be sufficient as a financing statement hereunder), any specific assignments or other paper that may be reasonably necessary or desirable, or that the Secured Party may request, in order to create, preserve, perfect or validate any Security Interest or to enable the Secured Party to exercise and enforce its rights hereunder with respect to any of the Collateral. The Pledgor hereby appoints the Secured Party as the Pledgor's attorney-in-fact to execute in the name and behalf of the Pledgor such additional financing statements as the Secured Party may request.
4.             Assignment. In connection with the transfer of the Note in accordance with its terms, the Secured Party may assign or transfer the whole or any part of his security interest granted hereunder, and may transfer as collateral security the whole or any part of his security interest in the Collateral. Any transferee of the Collateral shall be vested with all of the rights and powers of the Secured Party hereunder with respect to the Collateral.
5.             The Pledgor' s Warranty.  Title. The Pledgor represents and warrants hereby to the Secured Party as follows with respect to the Pledged Shares:
(i) The Collateral is free and clear of any encumbrances of every nature whatsoever, and the Pledgor is the sole owner of the Pledged Shares;
(ii) The Pledgor further agrees not to grant or create, any security interest, claim, lien, pledge or other encumbrance with respect to such Collateral or attempt to sell, transfer or otherwise dispose of the Collateral, until the Secured Obligations have been paid in full or this Agreement terminates; and
(iii) This Agreement constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms (except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws now or hereafter in effect),
B. Other. (i) The Pledgor has made necessary inquiries of both of the Issuers and believes that each of them fully intends to fulfill and has the capability of fulfilling the Secured Obligations to be performed by the Issuer in accordance with the terms of the Note.
(ii) The Pledgor is not acting, and has not agreed to act, in any plan to sell or dispose of any Pledged Shares in a manner intended to circumvent the registration requirements of the Securities Act of 1933, as amended, or any applicable state law.
(iii) The Pledgor has been advised by counsel of the elements of a bona-fide pledge for purposes of Rule 144(d)(3)(iv) under the Securities Act of 1933, as amended, including the relevant SEC interpretations, and affirms that the pledge of shares by the undersigned pursuant to this Pledge Agreement will constitute a bona-fide pledge of such shares for purposes of such Rule.
6.            Collection of Dividends and Interest. During the term of this Agreement and so long as the Pledgor is not in default under the Note, the Pledgor is authorized to collect all dividends, distributions, interest payments, and other amounts that may be, or may become, due on any of the Collateral.
7.            Voting Rights. During the term of this Agreement and until such time as this Agreement has terminated or the Secured Party has exercised his rights under this Agreement to foreclose its security interest in the Collateral, The Pledgor shall have the right to exercise any voting rights evidenced by, or relating to, the Collateral.
8.            Warrants and Options. In the event that, during the term of this Agreement, subscription, spin-off, warrants, dividends, or any other rights or option shall be issued in connection with the Collateral, such warrants, dividends, rights and options shall be immediately delivered to the Secured Party to be held under the terms hereof in the same manner as the Collateral.
9.             Preservation of the Value of the Collateral. The Pledgor shall pay all taxes, charges, and assessments against the Collateral and do all acts necessary to preserve and maintain the value thereof.
10.             The Secured Party as the Pledgor's Attorney-in-Fact.
(a) The Pledgor hereby irrevocably appoints the Secured Party as the Pledgor's attorney-in­-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor, the Secured Party or otherwise, from time to time at the Secured Party's discretion, to take any action and to execute any instrument that the Secured Party may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including: (i) upon the occurrence and during the continuance of an Event of Default (as defined below), to receive, endorse, and collect all instruments made payable to the Pledgor representing any dividend, interest payment or other distribution in respect of the Collateral (as defined in the Note) or any part thereof to the extent permitted hereunder and to give full discharge for the same and to execute and file governmental notifications and reporting forms; (ii) to arrange for the transfer of the Collateral on the books of the Issuer or any other person to the name of the Secured Party or to the name of the Secured Party's nominee.
(b) In addition to the designation of the Secured Party as the Pledgor's attorney-in-fact in subsection (a), the Pledgor hereby irrevocably appoints the Secured Party as the Pledgor's agent and attorney-in-fact to make, execute and deliver any and all documents and writings which may be necessary or appropriate for approval of, or be required by, any regulatory authority located in any city, county, state or country where the Pledgor engages in business, in order to transfer or to more effectively transfer any of the Pledged Interests or otherwise enforce the Secured Party's rights hereunder.
11.             Remedies upon Default. Upon the occurrence and during the continuance of an Event of Default under the Note ("Event of Default"):
(a) The Secured Party may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a Secured Party on default under the Code (irrespective of whether the Code applies to the affected items of Collateral), and the Secured Party may also without notice (except as specified below) sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker's board or at any of the Secured Party's offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the Secured Party may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Collateral. To the maximum extent permitted by applicable law, the Secured Party may be the purchaser of any or all of the Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply all or any part of the Secured Obligations as a credit on account of the purchase price of any Collateral payable at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Pledgor, and the Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay, or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days notice to the Pledgor of the time and place of any public sale or the time after which a private sale is to be made shall constitute reasonable notification. The Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the maximum extent permitted by law, The Pledgor hereby waives any claims against the Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Secured Party accepts the first offer received and does not offer such Collateral to more than one offeree.
(b) The Pledgor hereby agrees that any sale or other disposition of the Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies, or other financial institutions in the city and state where the Secured Party is located in disposing of property similar to the Collateral shall be deemed to be commercially reasonable.
(c) The Pledgor hereby acknowledges that the sale by the Secured Party of any Collateral pursuant to the terms hereof in compliance with the Securities Act of 1933, as amended, as now in effect or as hereafter amended, or any similar statute hereafter adopted with similar purpose or effect (the "Securities Act"), as well as applicable "Blue Sky" or other state securities laws, may require strict limitations as to the manner in which the Secured Party or any subsequent transferee of the Collateral may dispose thereof. The Pledgor acknowledges and agrees that in order to protect the Secured Party's interest it may be necessary to sell the Collateral at a price less than the maximum price attainable if a sale were delayed or were made in another manner, such as a public offering under the Securities Act. The Pledgor has no objection to sale in such a manner and agrees that the Secured Party shall have no obligation to obtain the maximum possible price for the Collateral. Without limiting the generality of the foregoing, The Pledgor agrees that, upon the occurrence and during the continuation of an Event of Default, the Secured Party may, subject to applicable law, from time to time attempt to sell all or any part of the Collateral by a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for distribution. In so doing, the Secured Party may solicit offers to buy the Collateral or any part thereof for cash, from a limited number of investors reasonably believed by the Secured Party to be institutional investors or other accredited investors who might be interested in purchasing the Collateral. If the Secured Party shall solicit such offers, then the acceptance by the Secured Party of one of the offers shall be deemed to be a commercially reasonable method of disposition of the Collateral.
(d)           If the Secured Party shall determine to exercise its right to sell all or any portion of the Collateral pursuant to this Section, then the Pledgor agrees that, upon request of the Secured Party, the Pledgor, at its own expense, shall:
(i) execute and deliver, or cause the officers and directors of the Issuer to execute and deliver, to any person, entity or governmental authority as the Secured Party may choose, any and all documents and writings which, in the Secured Party's reasonable judgment, may be necessary or appropriate for approval, or be required by, any regulatory authority located in any city, county, state or country where the Pledgor engages in business, in order to transfer or to more effectively transfer the Pledged Interests or otherwise enforce the Secured Party's rights hereunder; and
(ii) do or cause to be done all such other acts and things as may be necessary to make such sale of the Collateral or any part thereof valid and binding and in compliance with applicable law; and
(iii) cause the Pledgor to timely file all periodic reports required to be filed by the Pledgor under the Securities Exchange Act of 1934, as amended.
The Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 11 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 11 may be specifically enforced.
(e)           THE PLEDGOR EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW: (i) ANY CONSTITUTIONAL OR OTHER RIGHT TO A JUDICIAL HEARING PRIOR TO THE TIME THE SECURED PARTY DISPOSES OF ALL OR ANY PART OF THE COLLATERAL AS PROVIDED IN THIS SECTION; (ii) ALL RIGHTS OF REDEMPTION, STAY, OR APPRAISAL THAT IT NOW HAS OR MAY AT ANY TIME IN THE FUTURE HAVE UNDER ANY RULE OF LAW OR STATUTE NOW EXISTING OR HEREAFTER ENACTED; AND (iii) EXCEPT AS SET FORTH IN SUBSECTION (a) OF THIS SECTION 11, ANY REQUIREMENT OF NOTICE, DEMAND, OR ADVERTISEMENT FOR SALE.

12.            (a) Term of Agreement. This Agreement shall continue in full force and effect until payment in full of the Note. Upon payment in full of the Note, the security interests in the relevant Collateral shall be deemed released, and any portion of the Collateral not transferred to or sold by the Secured Party shall be returned to the Pledgor. Upon termination of this Pledge Agreement, the relevant Collateral shall be returned within five (5) trading days to the Pledgor, as contemplated above.

(b) Application of Proceeds. Upon the occurrence and during the continuance of an Event of Default, any cash held by the Secured Party as Collateral and all cash proceeds received by the Secured Party in respect of any sale of, collection from, or other realization upon all or any part of the Collateral pursuant to the exercise by the Secured Party of its remedies as a secured creditor as provided in Section 11 shall be applied from time to time by the Secured Party as provided in the Note.

13.            Indemnity and Expenses. The Pledgor agrees:
(a) To indemnify and hold harmless the Secured Party and each of his agents and affiliates from and against any and all claims, damages, demands, losses, obligations, judgments and liabilities (including, without limitation, reasonable attorneys' fees and expenses) in any way arising out of or in connection with this Agreement or the Secured Obligations, except to the extent the same shall arise as a result of the gross negligence or willful misconduct of the party seeking to be indemnified; and
(b) To pay and reimburse the Secured Party upon demand for all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) that the Secured Party may incur in connection with (i) the custody, use or preservation of, or the sale of, collection from or other realization upon, any of the Collateral, including the reasonable expenses of re-taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, (ii) the exercise or enforcement of any rights or remedies granted hereunder, under the Note or otherwise available to it (whether at law, in equity or otherwise), or (iii) the failure by the Pledgor to perform or observe any of the provisions hereof. The provisions of this Section 13 shall survive the execution and delivery of this Agreement, the repayment of any of the Secured Obligations, the termination of the commitments of the Secured Party under the Note and the termination of this Agreement.

14.            Duties of the Secured Party. The powers conferred upon the Secured Party hereunder are solely to protect his interests in the Collateral and shall not impose on him any duty to exercise such powers. Except as provided in Section 9-207 of the Uniform Commercial Code, The Secured Party shall have no duty with respect to the Collateral or any responsibility for taking any necessary steps to preserve rights against any Persons with respect to any Collateral.

15.            Choice of Law and Venue; Submission to Jurisdiction; Service of Process.
(a) THE VALIDITY OF THIS AGREEMENT, ITS CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT, AND THE RIGHTS OF THE PARTIES HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA (WITHOUT REFERENCE TO THE CHOICE OF LAW PRINCIPLES THEREOF). THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF BROWARD, STATE OF FLORIDA OR, AT THE SOLE OPTION OF THE SECURED PARTY, IN ANY OTHER COURT IN WHICH THE SECURED PARTY SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY.
(b) THE PLEDGOR HEREBY SUBMITS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION.
(c) THE PLEDGOR HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT, OR OTHER PROCESS ISSUED IN ANY ACTION OR PROCEEDING AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT, OR OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO THE PLEDGOR AT ITS ADDRESS FOR NOTICES IN ACCORDANCE WITH THIS AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF THE PLEDGOR'S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE UNITED STATES MAILS, PROPER POSTAGE PREPAID.
(d) NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO AFFECT THE RIGHT OF THE SECURED PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW, OR TO PRECLUDE THE ENFORCEMENT BY THE SECURED PARTY OF ANY JUDGMENT OR ORDER OBTAINED IN SUCH FORUM OR THE TAKING OF ANY ACTION UNDER THIS AGREEMENT TO ENFORCE SAME IN ANY OTHER APPROPRIATE FORUM OR JURISDICTION.

16.             Amendments; etc. No amendment or waiver of any provision of this Agreement nor consent to any departure by the Pledgor herefrom shall in any event be effective unless the same shall be in writing and signed by the Secured Party, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure on the part of the Secured Party to exercise, and no delay in exercising any right under this Agreement, any other document or documents delivered in connection with the transactions contemplated by the Note, this Agreement or any of the three guarantees being delivered in connection herewith (the "Guarantees") of even date herewith (all such documents, including the Note, this Agreement and the Guarantees are hereinafter referred to collectively as the "Loan Documents", and each individually as a "Loan Document"), or otherwise with respect to any of the Secured Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right under this Agreement, any other Loan Document, or otherwise with respect to any of the Secured Obligations preclude any other or further exercise thereof or the exercise of any other right. The remedies provided for in this Agreement or otherwise with respect to any of the Secured Obligations are cumulative and not exclusive of any remedies provided by law.

17.             Notices. Unless otherwise specifically provided herein, all notices shall be in writing addressed to the respective party as set forth below: and may be personally served, faxed, telecopied or sent by overnight courier service or United States mail:

If to the Pledgor:

Dongguan Chditn Printing Co., Ltd.
No. 6 Economic Zone
Wushaliwu, Chang’an Town, Dongguan
Guangdong Province, P.R. China
 
If to the Secured Party:

Precursor Management, Inc.
Suite 2702-03
Goldlion Digital Network Center
138 Ti Yu Road East
Tian He, Guangzhou
Guangdong Province
China 510620

With copies to:


Any notice given pursuant to this Section 17 shall be deemed to have been given: (a) if delivered in person, when delivered; (b) if delivered by fax, on the date of transmission if transmitted on a Business Day before 4:00 p.m. at the place of receipt or, if not, on the next succeeding Business Day (as defined in the Note); (c) if delivered by overnight courier, two (2) days after delivery to such courier properly addressed; or (d) if by United States mail, four (4) Business Days after depositing in the United States mail, with postage prepaid and properly addressed. Any party hereto may change the address or fax number at which it is to receive notices hereunder by notice to the other party in writing in the foregoing manner.
18.            Continuing Security Interest. This Agreement shall create a continuing security interest in the Collateral and shall: (a) remain in full force and effect until the indefeasible payment in full of the Secured Obligations, including the cash collateralization, expiration, or cancellation of all Secured Obligations, if any, consisting of letters of credit, and the full and final termination of any commitment to extend any fmancial accommodations under the Note; (b) be binding upon the Pledgor and its successors and assigns; and (c) inure to the benefit of the Secured Party and his successors, transferees, and assigns. Upon the indefeasible payment in full of the Secured Obligations, including the cash collateralization, expiration, or cancellation of all Secured Obligations, if any, consisting of letters of credit, and the full and final termination of any commitment to extend any financial accommodations under the Note, the security interests granted herein shall automatically terminate and all rights to the Collateral shall revert to the Pledgor. Upon any such termination, the Secured Party, at the Pledgor's expense, shall execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination. Such documents shall be prepared by the Pledgor and shall be in form and substance reasonably satisfactory to the Secured Party.
19.            Security Interest Absolute. To the maximum extent permitted by law, all rights of the Secured Party, all security interests hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional irrespective of
(a) any lack of validity or enforceability of any of the Secured Obligations or any other agreement or instrument relating thereto, including any of the Loan Documents;
(b) any change in the time, manner, or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any of the Credit Documents, or any other agreement or instrument relating thereto;
(c) any exchange, release, or non-perfection of any other collateral, or any release or amendment or waiver of or consent to departure from any Guarantee for all or any of the Secured Obligations;
(d) any other circumstances that might otherwise constitute a defense available to, or a discharge of, the Pledgor.
20.             Headings. Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement or be given any substantive effect.
21.             Severability. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.
22.             Counterparts; Telefacsimile Execution. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, or binding effect hereof.
23.             Waiver of Marshaling. Each of the Pledgor and the Secured Party acknowledges and agrees that in exercising any rights under or with respect to the Collateral: (a) the Secured Party is under no obligation to marshal any Collateral; (b) may, in his absolute discretion, realize upon the Collateral in any order and in any manner he so elects; and (c) may, in his absolute discretion, apply the proceeds of any or all of the Collateral to the Secured Obligations in any order and in any manner he so elects. The Pledgor and the Secured Party waive any right to require the marshaling of any of the Collateral.
24.             Waiver of Jury Trial. THE PLEDGOR AND THE SECURED PARTY HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. THE PLEDGOR AND THE SECURED PARTY REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

IN WITNESS WHEREOF, the Pledgor and the Secured Party have caused this Agreement to be duly executed and delivered by their officers thereunto duly authorized as of the date first written above.

PLEDGOR

DÉCOR PRODUCTS INTERNATIONAL, INC

By:  Maurice Katz
Name: Maurice Katz,
President





SECURED PARTY

PRECURSOR MANAGEMENT, INC.

By: Weiheng Cai
Name: Weiheng Cai
President
SCHEDULE 1

Pledged Interests: 3,000,000 shares of Common Stock

Name of Issuer: Decor Products International, Inc. (F/K/A Murals by Maurice, Inc.)

Jurisdiction of Organization: Florida

Type of Interest: Equity

Number of Shares/Units outstanding (if applicable): 3,000,000

Certificate Number(s) (if any): TBD

Percentage of Outstanding Interests in Issuer: 12.6%

Date Acquired: July __, 2009

For Pledgor
Dongguan Chditn Printing Co., Ltd.
No. 6 Economic Zone
Wushaliwu, Chang’an Town, Dongguan
Guangdong Province, P.R. China


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