Investment and Placement Agreement among Villa Noble S.L., GlobeLink Capital, Inc., Global Medical Products Holdings, Inc., and EarthNet Media, Inc.

Summary

This agreement outlines a proposed investment by Villa Noble S.L. to introduce a €50 million secured, preferred stock offering to its European investor base for GlobeLink Capital, Inc. The funds will be used to invest in Chinese companies and related entities, with specific allocations to Global Medical Products Holdings, Inc. and EarthNet Media, Inc. Key terms include a 5% annual dividend, a five-year term, asset-backed security, and exclusive placement rights for Villa Noble. The agreement also provides for special dividends, public stock registration, and equity compensation for Villa Noble's agent.

EX-10.1 3 globmed_8kex10-1.txt Exhibit 10.1 Villa Noble S.L February 27, 2004 GlobeLink Capital, Inc. 222 Amalfi Drive Santa Monica, California 90402 Attention: Mr. Keith Berglund, President Re: Proposed Investment - Euro 50 million Gentlemen: Pursuant to our meeting today with your representatives, Bruce W. Barren and Felizian (Phil) Paul here in Munich (Germany), Villa Noble S.L. is prepared to introduce to its 1,000,000 European investor base the following proposal: Fund Purpose To provide capital to Chinese companies under Ministry of Information Industry as entry gateway for non- Chinese companies into China. Amount: Euro 50,000,000 Minimum Offering Euro 10,000,000 Unit Size Euro 50,000 - 1,000 Units Type of Security: Secured, Preferred Stock Dividend Rate To be guaranteed by investment rated, international financial institution- 5% Annually, payable in four quarterly payments, in arrears five years Term: five years Use of Proceeds First Euro 10,000,000: GlobeLink: Euro 5,000,000 Centro Plaza 29660 Nuevo Andalucia, Marbella Tel: (34) 952-81 44 71 Fax: (34) 952-81 51 20 e-mail: ***@*** Global Medical Products Holding, Inc. - Euro 5,000,000 for a 10% Equity Interest, of which Euro 2,500,000 is to be invested in EarthNetMedia, Inc. for a 5% interest Next, Euro 5,000,000 to be invested in Global Medical for an additional 10% Interest therein, of which Euro 2,500,000 to be invested in EarthNetMedia for an additional 5% interest therein. Special Dividend Distribution For each investment made by GlobeLink, excluding the above investment in Global Medical, GlobeLink Shareholders will receive a special Dividend of 25% of the equity received for such investment. Covenant(s) Individual investments by GlobeLink shall be limited to 70% of the independently appraised Tangible and Intangible Assets of the company in which the investment is made. Such investments shall be secured by these assets. On every investment made by GlobeLink, they will cause all intangible assets of the invested company to be registered as trademarks or patents, both in China and Worldwide, where feasible. On every investment made by GlobeLink, EarthNetMedia will receive 5% of such proceeds to insure media coverage. Public Stock Registration GlobeLink, through Global Medical, will cause its preferred and common stock to be registered and free trading at the time of the initial placement of Euro 10 million to Villa Noble's investors, including each incremental investment thereof to Euro 50 million. Where feasible, GlobeLink will cause each individual investment made by GlobeLink to be a publicly- traded company unto itself. Villa Noble S.L. GlobeLink will grant to Villa Noble the exclusive right in this placement and will undertake no other concurrent placement of its equity securities. As compensation, GlobeLink will grant Villa Noble's primary agent, Mr. Eduard Wittner a 10% equity interest in GlobeLink Capital upon the completion of the above Placement. Further, GlobeLink will be responsible of the Investment Memorandum, as outlined per above, plus a website concerning key information on the Company, including a copy of its Exclusive Agreement with the Ministry of Information Industry, of which the net Euro 40 million will be used to fulfill the contact requirements thereunder. GlobeLink Capital will reserve two additional 10% interest of its equity for a Chinese and a U.S. / European Financial Institution to become a participant in its equity, with current shareholders diluted accordingly. Further, Eduard Wittner (or his designee) will become the European representative of GlobeLink Capital. By GlobeLink investing in Global Medical and EarthNet, GlobeLink will cause both companies to become fully NASDAQ listed. If you are in agreement with the above, please sign your acceptance of this agreement in the space provided below. Cordially, Agreed and accepted by: Villa Noble S.L. GlobeLink Capital, Inc. /s/ Eduard H. Wittner /s/ Bruce W. Barren - ------------------------------ ----------------------------- Eduard H. Wittner Bruce W. Barren, Consejero Delgado Authorized Representative GLOBAL MEDICAL PRODUCTS HOLDINGS, INC. EARTHNET MEDIA, INC. /s/ Bruce W. Barren /s/ Felizian Paul - ------------------------------ ----------------------------- Bruce W. Barren, Felizian (Phil) Paul, Authorized Representative Chairman Villa Noble S.L.