Exhibit 4.13
Joint Venture Agreement
Between
Ko Ho Group C/O ▇▇. ▇▇▇▇▇ ▇. ▇▇▇
And
Oxford Investments Holdings Inc
This Agreement is entered into this 18th day of December 2006, by, between and
among Oxford Investments Holdings Inc. (the "Company") with an address at ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ and Ko Ho Management Co.,
Ltd., with an address at Flat A 8/F, Perfect Commercial Building, ▇▇. ▇▇, ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ and ▇▇. ▇▇▇▇▇ ▇. ▇▇▇, with an address at c/o Ko Ho
Management Co., Ltd., Hong Kong Office, Flat A 8/F, Perfect ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇. ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ("Seller" or "▇▇. ▇▇▇").
WHEREAS, Ko Ho Management Co., Ltd., is wholly-owned by nominee(s) of ▇▇. ▇▇▇;
and
WHEREAS, ▇▇. ▇▇▇, through his knowledge of the Asian market place, will assist
the Company in acquiring a functional and operational business corporation in
China within the Company's line of business.
NOW, THEREFORE, in consideration of the premises, the mutual promises herein and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
1. The Company and Seller shall into a stock purchase agreement for the
Company to acquire a fifty percent (50%) ownership interest in the Ko
Ho Group (the "Ko Ho Stock Purchase"). The Company shall issue to
Seller's designee, Mr. Ian Eon ▇▇▇ two hundred and fifty thousand
(250,000) shares of its S-8 free trading common stock upon the
execution of the stock purchase agreement. The Company shall also
provide to the Ko Ho Management Co., Ltd., a start up fund of Ten
Thousand dollars and thereafter, Five Thousand dollars ($5,000.00) per
month for ten months for a total of Sixty Thousand ($60,000.00), to
cover the working capital needs of the Ko Ho Management Co., Ltd. Ko
Ho Management Co., Ltd., shall provide the Company with invoices for
billing of such fund as Market Development Expenses. For proper
accounting control purpose, Ko Ho will submit monthly Expenditure
Report to the Company.
2. The Company shall provide financing to Ko Ho Management Co., Ltd., in
an amount up to Two Hundred Fifty Thousand Dollars ($250,000.00) plus
up to One Million (1,000,000) shares of the Company's common stock, in
order for the Ko Ho Management Co., Ltd. to acquire an existing
Chinese corporation (the "Acquisition"). The Company shall examine the
proposed corporation and shall perform its own due diligence to
determine whether the proposed corporation would fit into the
Company's current business model. The Ko Ho Management Co., Ltd. shall
Page 1
provide its recommendations to the Company with respect to the
Acquisition, but the Company shall have final approval over the
decision to consummate the Acquisition.
3. The Company shall pay for the legal, accounting and other cost as
required by SEC of consummating the Acquisition.
4. After the first year of the Ko Ho Stock Purchase, the Company shall
issue to ▇▇. ▇▇▇ or his designee, Mr. Ian Eon ▇▇▇ of an additional two
hundred and fifty thousand (250,000) shares of its S-8 free trading
common stock, provided that the ▇▇. ▇▇▇ and the Ko Ho Management Co.,
Ltd. have assisted the Company in meeting performance goals set forth
in the attached Exhibit A.
5. Ko Ho Management Co., Ltd. shall ensure the Company and Ko Ho
Management Co., Ltd. follow and abide by all regulatory, legal and
other requirements in acquiring the Chinese corporation.
6. Ko Ho Management Co., Ltd. and the Company shall develop a marketing
plan and strategy to market the Company's products in China.
7. The Company shall provide proper training to Ko Ho Management Co.,
Ltd. on all its products with proper operational manuals and
presentation/marketing materials.
8. The Company shall provide and maintain all systems on payment
services, including but not limited to, setting up of an internet
platform for e-commerce, a processing system for loyalty card, prepaid
(store valued) card with IP Pos online capture/redemption capability
with an IT center to be set up in China by the Company.
9. Seller agrees that the Stock acquired hereunder is for investment and
not with any present intention to resell the same, within 6 months of
issuance. Thereafter, the Seller agrees not sell the shares at a price
of not less than $1.00 or within a further period of 6 months,
whichever comes the earlier.
10. Miscellaneous:
a. This Agreement supersedes all prior agreements between the
parties and may not be changed orally.
b. The terms and conditions of the Agreement shall be binding upon
the distributees, representatives, successors, and assigns of the
respective parties.
c. This Agreement shall be construed pursuant to the laws of the
Province of Ontario Canada without regard to conflict of law
provisions.
Page 2
d. This Agreement may be executed in two (2) or more counterparts,
each of which shall be deemed to be an original and all of which
shall constitute a single instrument, and the signature of any
party of any counterpart shall be deemed a signature to any and
may be appended to any other counterpart.
9. Entire Agreement/Modification
This Agreement contains the entire agreement between the parties
hereto with respect to the transactions contemplated herein and no
representation, promise, inducement, or statement of intention
relating to the transactions contemplated by this Agreement has been
made by any party that is not set forth in the Agreement. This
Agreement shall not be modified or amended except by an instrument in
writing signed by or on behalf of the parties hereto.
IN WITNESS WHEREOF, the parties have signed this Agreement, this ___day of
November, 2006.
Ko Ho Management Co., Ltd. Oxford Investments Holdings Inc.
By:____________________ By: _________________________
▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
CEO President & CEO
____________________________
▇▇▇▇▇ ▇. ▇▇▇-Individually
Page 3
EXHIBIT A
Performance Goals
1. To identify payment service and/or tele-marketing, including call center
business, companies in China for acquisition.
2. Work with and support Oxford in the evaluation of such company(ies) and
subsequent due diligence process.
3. Once a company (newco) is acquired, work with Oxford to conduct in-depth
system review of the newco to either build or enhance the IT capabilities
to cope with business requirements and long term business needs.
4. To assist/support the newco management to establish/expand its business
plan. Build/expand card product portfolio, including but not limited to:
debit card, store-value card, and, credit card.
5. To assist/support the newco in establish/expand its card programs to
include but not limited to, affinity card with financial institutions,
loyalty card, private label card, and gift card.
6. To train newco management on FocusKard and other products of Oxford with an
objective to market them in China and incorporate them into the family of
card products (provided it is in compliance with local regulations).
7. To explore markets in Asia on FocusKard and other Oxford products.
Page 4