ALLOCATION AGREEMENT
This ALLOCATION AGREEMENT, dated as of August 12, 2005, (the "Agreement")
by and among CHINA INTERNATIONAL ENTREPRISES CORP., a Delaware corporation
("CIEC"), WARNER TECHNOLOGY & INVESTMENT CORP., a New Jersey corporation
("Warner"), ▇▇▇▇▇▇▇ ▇▇▇▇ ("▇▇▇▇") and AMERICAN UNION SECURITIES, INC., a New
York corporation ("AUS" and together with Warner and Zhou, the "Shareholders").
WHEREAS, the Shareholders own an aggregate of 1,800,000 of the issued and
outstanding shares of Common Stock, par value $.001 per share, of CIEC (the "
CIEC Shares");
WHEREAS, the Shareholders believe it is in their best interest for all of
the stockholders of CIEC to exchange their CIEC Shares for Common Shares of
Moving Bytes Inc., a Canadian corporation ("MBYTF Shares"), upon the terms and
subject to the conditions set forth in a Share Exchange Agreement to be executed
by CIEC, the Shareholders and certain other persons who shall become
stockholders of CIEC pursuant to this Agreement (the "Transferees"); and
WHEREAS, in order to facilitate the Share Exchange Agreement, the
Shareholders desire to transfer some of their CIEC Shares to the Transferees in
accordance with the terms and conditions of this Agreement and to surrender
additional CIEC Shares to CIEC for cancellation.
NOW, THEREFORE, in consideration of the mutual terms, conditions and other
agreements set forth herein, the parties hereto hereby agree as follows:
ARTICLE I
EXCHANGE OF SHARES FOR COMMON STOCK
Section 1.1 Agreement to Transfer CIEC Shares to Transferees.
Simultaneously with the execution of this Agreement, on the terms and subject to
the conditions set forth in this Agreement, the Shareholders shall assign,
transfer, convey and deliver the number of CIEC Shares to the persons whose
names and addresses are set forth in the following table:
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Shareholder Number of CIEC Transferred Name and Address of
Transferee
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AUS 250,000 Yue Xing
▇▇. ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Mailing: ▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇
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AUS 100,000 ▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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Warner 200,000 Cranberry Heights Group,
Ltd. ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Warner 20,000 ▇▇▇ ▇▇▇▇
▇▇▇-▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇-▇▇▇▇
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Warner 100,000 ▇▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Mailing: ▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Section 1.2 Agreement to Return CIEC Shares to CIEC. Simultaneously with
the execution of this Agreement each of Warner and Zhou is surrendering to CIEC
for cancellation the number of CIEC Shares set forth opposite its or his name
below:
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Name of Shareholder Number of CIEC Shares Surrendered for
Cancellation
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Warner 290,000
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Zhou 540,000
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Section 1.3 Holdings of Shareholders After Transfer and Surrender of CIEC
Shares. After the transfers set forth in Sections 1.1 and 1.2 of this Agreement
the Shareholders shall own the number of CIEC Shares set forth opposite the name
of the Shareholder in the table below:
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Name of Shareholder Number of CIEC Shares After
Performance of this Agreement
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AUS 300,000
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Warner 0
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Zhou 0
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ARTICLE II
MISCELLANEOUS PROVISIONS
Section 2.1 Successors and Assigns. This Agreement shall inure to the
benefit of, and be binding upon, the parties hereto and their respective
successors and assigns; provided, however, that no party shall assign or
delegate any of the obligations created under this Agreement without the prior
written consent of the other parties.
Section 2.2 Fees and Expenses. Except as otherwise expressly provided in
this Agreement, all legal and other fees, costs and expenses incurred in
connection with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such fees, costs or expenses.
Section 2.3 Notices. All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed to have been given or
made if in writing and delivered personally or sent by registered or certified
mail (postage prepaid, return receipt requested) to the parties at the following
addresses:
If to CIEC, to:
Mr. ▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ Xing Technology Group Development Limited, and
Shenzhen Hengtaifeng Technology Co., Ltd.
▇▇. ▇ ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Hi-tech Industrial Park
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ P.R. China
with a copy to:
American Union Securities, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
If to Warner or Zhou, to:
Warner Technology and Investments Corp.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
If to AUS, to:
American Union Securities, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
or to such other persons or at such other addresses as shall be furnished by any
party by like notice to the others, and such notice or communication shall be
deemed to have been given or made as of the date so delivered or mailed. No
change in any of such addresses shall be effective insofar as notices under this
Section 2.3 are concerned unless such changed address is located in the United
States of America and notice of such change shall have been given to such other
party hereto as provided in this Section 2.3.
Section 2.4 Entire Agreement. This Agreement, together with the exhibits
hereto, represents the entire agreement and understanding of the parties with
reference to the transactions set forth herein and no representations or
warranties have been made in connection with this Agreement other than those
expressly set forth herein or in the exhibits, certificates and other documents
delivered in accordance herewith. This Agreement supersedes all prior
negotiations, discussions, correspondence, communications, understandings and
agreements between the parties relating to the subject matter of this Agreement
and all prior drafts of this Agreement, all of which are merged into this
Agreement. No prior drafts of this Agreement and no words or phrases from any
such prior drafts shall be admissible into evidence in any action or suit
involving this Agreement.
Section 2.5 Severability. This Agreement shall be deemed severable, and
the invalidity or unenforceability of any term or provision hereof shall not
affect the validity or enforceability of this Agreement or of any other term or
provision hereof. Furthermore, in lieu of any such invalid or unenforceable term
or provision, the parties hereto intend that there shall be added as a part of
this Agreement a provision as similar in terms to such invalid or unenforceable
provision as may be possible so as to be valid and enforceable.
Section 2.6 Titles and Headings. The Article and Section headings
contained in this Agreement are solely for convenience of reference and shall
not affect the meaning or interpretation of this Agreement or of any term or
provision hereof.
Section 2.7 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall be considered one and the same agreement.
Section 2.8 Convenience of Forum; Consent to Jurisdiction. The parties to
this Agreement, acting for themselves and for their respective successors and
assigns, without regard to domicile, citizenship or residence, hereby expressly
and irrevocably elect as the sole judicial forum for the adjudication of any
matters arising under or in connection with this Agreement, and consent and
subject themselves to the jurisdiction of, the courts of the State of New York
located in County of New York, and/or the United States District Court for the
Southern District of New York, in respect of any matter arising under this
Agreement. Service of process, notices and demands of such courts may be made
upon any party to this Agreement by personal service at any place where it may
be found or giving notice to such party as provided in Section 2.3.
Section 2.9 Enforcement of the Agreement. The parties hereto agree that
irreparable damage would occur if any of the provisions of this Agreement were
not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties shall be entitled to an
injunction or injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions hereto, this being in addition to any
other remedy to which they are entitled at law or in equity.
Section 2.10 Governing Law. This Agreement shall be governed by and
interpreted and enforced in accordance with the laws of the State of New York
without giving effect to the choice of law provisions thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
CHINA INTERNATIONAL ENTERPRISES CORP.
By:____________________
▇▇ ▇▇▇▇ Qing
Title: Chief Executive Officer
WARNER TECHNOLOGY & INVESTMENT CORP.
By: _____________________
▇▇▇ ▇▇▇▇ ▇▇▇▇
Title: President
AMERICAN UNION SECURITIES, INC.
By: _____________________
▇▇▇▇ ▇.▇▇▇
Title: President