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EXHIBIT 2
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 IPO know-how and its financial finesse to become a partner
taking Party B public.
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. Party A agrees to acquire 26% of Party B for a consideration of US$7.8
million by issuing 1.56 million shares valued at US$5.00 per share.
Party B agrees not to dispose of the shares for a period of 2 years
from issuance.
2. Party A believes the minimum fair value per share of DFCT shall be
US$5 at the end of the 2-year holding period. In the unlikely event
that the price is less than US$5/share, Party B has the option to
require Party A to top up the difference either by cash or in share
equivalent.
3. Party B may allocate no more than 40% of this 1.56 million DFCT shares
to deserving staff/investor(s).
4. Both Parties will nominate members for the board of directors in
accordance will shareholding ratio.
5. Party B also undertakes to accomplish the following prior to IPO:
o His personal shareholding and those he has full
voting rights (in Party B) shall be no less than 60%
prior to IPO.
o Before tax profit for the years ending December 31,
2000 and 2001 shall be no less than US$1 million and
US$3 million respectively.
6. Party B is responsible for obtaining all government clearance for the
IPO of the company. Furthermore, Party B is responsible to stabilize
its staff and to pay for all IPO out-of-pocket expenses.
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7. Subject to 5 above, Party A is responsible (on an exclusive basis) for
taking the company public in Nasdaq, with the intention of raising
US$30 million of capital within 2 years after the signing of this
agreement.
8. Party A and B will prepare a Business Plan within 60 days from this
agreement.
9. 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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