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EXHIBIT 2.1
MARKETING AGREEMENT
Party A: DF China Technology Inc., a BVI company listed in Nasdaq (code
DFCT), jointly and severely with Dransfield Cyber Inc., registered at
Cayman Islands, with principal address at: 8th Floor, North Wing, Kwai
Shun Industrial Center, 51-63 Container Port Road, Kwai Chung, Hong
Kong
Party B: Tianjin 3D Lab, jointly and severely with Tianjin 3D Image Technique
Co., Ltd., headed by Professor Lee Chang, with principal address at
Dong Li, Tianjin. PRC
Whereas Party A understands the commercial potential of TJ3D's technology and
agrees to use its marketing finesse and becoming a dominant player in marketing
3-D related technology.
Whereas Party B, under the leadership of Professor Lee Chang, holder of multiple
international patents on 3-D technology, wishes to enter a business joint
venture with Party A. Therefore, the parties agree on the following:
1. The Parties agree to set up a new Cayman Islands company "ChangsVision
Inc." with principal operating office in Hong Kong. The company will
become the exclusive worldwide marketing agent for Party B's 3-D
technology products, existing and in the future.
2. Party A and B shall own 60% and 40% of the company respectively.
3. Party A is responsible for the daily operation, marketing strategy,
advertising and promotion, and development of the company business.
4. Party B is responsible for R&D, product development, manufacturing,
quality control and cost control of its product line. Party B will
maintain manufacturing profit margin at 20%.
5. Party B agrees to grant exclusive distribution right of its complete
product line to ChangsVision, with the exception of existing base
business (as per attached), which will be handled directly by Party B.
6. Party A agrees to work on a 30% profit margin, with overhead less than
12% of turnover.
7. Both Parties will nominate members for the board of directors in
accordance will shareholding ratio.
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8. The law of Hong Kong SAR of PRC shall govern this agreement.
For and on behalf of For and on behalf of
Party A: Party B:
/s/ Horace Yao Yee Cheong /s/ Professor Lee Chang
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Horace Yao Yee Cheong Professor Lee Chang
Dated 8 August 2000
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