Joint Venture Cooperative Memorandum between China Federation of Industrial Economics and Adatom.com, Inc.

Summary

This agreement is between the China Federation of Industrial Economics (CFIE) and Adatom.com, Inc. to form a joint venture company. The joint venture will operate for 30 years, focusing on creating an electronic marketplace for marketing, sales, and distribution between China and the U.S. CFIE will handle company establishment and permits, while Adatom will provide supporting documents. Disputes are to be resolved amicably or through the Beijing International Business Commission. The agreement is legally binding in both English and Chinese versions and may be supplemented by mutual consent.

EX-10.24 9 0009.txt JOINT VENTURE COOPERATIVE MEMORANDUM Exhibit 10.24 JOINT VENTURE COOPERATIVE MEMORANDUM BETWEEN CHINA FEDERATION OF INDUSTRIAL ECONOMICS AND ADATOM.COM, INC. Cooperators: Party A: China Federation of Industrial Economics (CFIE), P.R.China Party B: Adatom.com, Inc. (Adatom), USA 1. This agreement is established between Party A, China Federation of Industrial Economics (CFIE), No.9, Xihuangchengen Nanjie, Beijing100032, P. R. China. CFIE Representative: Lai Guangxian, Director of Commission of Information, and Party B, Adatom.com, Inc. (Adatom), 920 Hillview Court, Suite 190, Milpitas, CA 95035, USA. Adatom Representative: Rich S.Barton, President and CEO of Adatom.com, Inc. 2. CFIE (Party A) and Adatom (Party B) based on mutually beneficiary and friendly discussions agree to establish a joint venture company. This agreement will be in force for thirty years from the date of execution and can be extended by the agreement of both parties. 2.1 The duration of the corporation is 30 years. The starting date is effective on the day of signing the agreement. 2.2 Scope of cooperation: Establish an electronic marketplace for a marketing, sales and distribution system between China and the U.S., develop the integrated system for commerce based on the current existing system, to be connected with the U.S. system in both English and Chinese and participate in the technology development in China. 2.3 CFIE (Party A) represents that there is no restriction or limitation as to any buyer whom the product may be sold. 3. CFIE (Party A) will be responsible for the establishment and operation of the new company to obtain all the needed permits and certificates and do the necessary work to fulfill the requirement in obtaining the permit; Adatom (Party B) agrees to provide the necessary documents to support this effort. 4. The interpretation of this agreement will go with the law in China. 5. Any dispute between the two parties should be resolved with friendly discussion. In case the dispute can not be resolved in thirty days, either party can take it to the Beijing International Business Commission to resolve. The dispute should be explained in both English and Chinese and will be applicable to both parties. 7. All the other supplements to this agreement including the business plan will consist as part of this agreement. 8. There will be two versions of this agreement, one in Chinese and one in English. Both versions should have the same legal effectiveness. CFIE (Party A) and Adatom (Party B) will have copies of both versions. 9. Any item not included in the agreement can be added as a supplement with mutual agreement. 10. This agreement constitutes the entire understanding of the parties as to its matter, and supersedes all discussions, negotiations, and agreements, whether written or oral, between the parties with respect to its subject matter. This agreement may not be modified, superseded or terminated, and no provisions may be waived except by written agreement signed by all of the parties. If the above meets with your acceptance and approval, please sign in the space provided below. AGREED AND ACCEPTED Party A CHINA FEDERATION OF INDUSTRIAL ECONOMICS (CFIE) Date: Mr. Lai Guangxian Director of Commission of Information No.9, Xihuangchengen Nanjie Beijing 100032 P.R.China AGREED AND ACCEPATED Party B ADATOM.COM, INC. (Adatom) Date: Richard S.Barton President and CEO Adatom.Com, Inc. 920 Hillview Court Suite 190 Milpitas, CA 95035 USA