Termination Agreement Among Shlomo Palas, Samuel Keshet, Eliezer Weinberg, Jin Jie Corp., Green Biofuels Holdings Ltd., Cally Ka Lai Lai, and Wei Xiang Zeng

Summary

This agreement, dated February 12, 2010, is between Shlomo Palas, Samuel Keshet, Eliezer Weinberg, Jin Jie Corp., Green Biofuels Holdings Ltd., Cally Ka Lai Lai, and Wei Xiang Zeng. The parties agree to terminate a previous letter agreement regarding the sale and transfer of the GBH Carbon Credit Project assets. All parties mutually release each other from any obligations or liabilities related to the prior agreement, and confirm that the acquisition is abandoned. The agreement is governed by Nevada law and is binding on all parties and their successors.

EX-10.1 4 ex10-1.txt TERMINATION AGREEMENT Exhibit 10.1 TERMINATION AGREEMENT THIS TERMINATION AGREEMENT dated as of the 12th day of February, 2010. AMONG: Shlomo Palas (I.D. 057313579) 17 Etrog St. Rosh Hayyn Israel 48570 Samuel Keshet (I.D. 030164529) 19, Reuven St. Zichron Ya'akov Israel 30900 Eliezer Weinberg (I.D. 065137408) 6, Hayarkon St. Haifa Israel 34465 (Shlomo Palas, Samuel Keshet and Eliezer Weinberg together the "PRINCIPALS") AND: Jin Jie Corp. 409 - 4th Floor, Tsui King House Choi Hung Estate Hong Kong ("JJC") AND: Green Biofuels Holdings Ltd. an Israeli company, 17 Hactrog Street Rosh Hayin, Israel ("GBH") AND: Cally Ka Lai Lai 409 - 4th Floor, Tsui King House Choi Hung Estate Hong Kong ("Lai") AND: Wei Xiang Zeng 409 - 4th Floor, Tsui King House Choi Hung Estate Hong Kong ("Zeng") WHEREAS: A. The Principals, JJC, GBH, Lai and Zeng entered into a letter agreement dated January 13, 2010 (the "Letter Agreement"), regarding, among other things, the transfer and sale by GBH of all of the interest and rights to the assets and business of the GBH Carbon Credit Project, including know-how, trademarks, patents, agreements and all other assets ("the GBH Carbon Credit Project Assets") to JJC; B. The Principals, JJC, GBH, Lai and Zeng wish to mutually terminate the Letter Agreement and abandon the GBH Carbon Credit Project Assets acquisition; and C. The Parties wish to enter into this termination agreement to confirm the termination of the Letter Agreement and to release each other from any and all obligations and liabilities pursuant to the Letter Agreement. THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and of the mutual covenants and agreements herein set forth, the parties covenant and agree as follows: 1. Termination of Letter Agreement. The Letter Agreement is hereby terminated and the GHB Carbon Credit Project Assets acquisition is hereby abandoned effective as of the date hereof. 2. Mutual Releases. Each of the parties hereto (the "Parties") does hereby release the other from all liabilities and legal obligations of whatsoever kind and howsoever arising which either of them may now have or at any time hereafter can, shall or may have in any way resulting or arising from any cause, matter or thing existing up to the present time in connection with the Letter Agreement. 3. Final Termination Agreement. This Agreement and the other agreements to which this termination agreement refers, together with all exhibits, schedules and annexes attached to any of them, constitute the final, entire agreement among the parties and supersedes any prior oral or written and all contemporaneous oral proposals, commitments, promises, agreements or understandings between the parties with respect to the termination of the Letter Agreement and mutual release of the parties. 4. Further Assurances. The Parties will execute such further assurances and other documents and instruments and do such further and other things as may be necessary to implement and carry out the intent of this Agreement. 5. Successors and Assigns. This Agreement will enure to the benefit of and be binding upon the parties and their respective successors and assigns, as applicable. 6. Governing Law. This Agreement and the application or interpretation hereof will be governed exclusively by its terms and by the laws of the State of Nevada. 2 7. Counterparts. This Agreement may be executed in one or more counterparts all of which together will constitute one and the same instrument. 8. Electronic Means. Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date set forth above. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written. JIN JIE CORP. Per: /s/ Cally Kai Lai Lai ---------------------------- Authorized Signatory GREEN BIOFUELS HOLDINGS LTD. Per: /s/ Shlomo Palas ---------------------------- Authorized Signatory /s/ Shlomo Palas /s/ Shmuel Keshet - -------------------------------- -------------------------------- SHLOMO PALAS SHMUEL KESHET /s/ Eliezer Weinberg /s/ Cally Kai Lai Lai - -------------------------------- -------------------------------- ELIEZER WEINBERG CALLY KAI LAI LAI /s/ Wei Xiang Zeng - -------------------------------- WEI XIANG ZENG 3