Unassociated Document


    EXHIBIT
10.1

    May 5,
2009

     

    Corich
Enterprises, Inc., a British Virgin Islands corporation

    Wo Kee
Hong Group

    585
Castle Peak Road

    Kwai
Chung, N.T., Hong Kong

    Attention:
Mr. Richard Man Fai Lee

    


    Technorient
Limited, a Hong Kong corporation

    Wo Kee
Hong Group

    585
Castle Peak Road

    Kwai
Chung, N.T., Hong Kong

    Attention:
Mr. Richard Man Fai Lee

    


    Mr.
Herbert Adamczyk

    The
Portofino

    100 Pak
To Avenue, Clearwater Bay

    Kowloon,
Hong Kong

    


    Orient
Financial Services, Ltd.

    Rm 905
9/F1 Jubilee Centre

    18
Fenwick Street

    Wanchai,
Hong Kong

    Attention:
Mr. Nils Ollquist

    


    
      	
               
      

            	
              Re:

            	
              Reformation
      of Share Exchange Agreement

            


    

     

    Gentlemen:

     

    This letter agreement serves as a
reformation (the “Reformation”) of
certain of the terms and conditions of that certain Share Exchange Agreement,
dated as of July 15, 2006 (the “Exchange
Agreement”).  Capitalized terms used herein and not otherwise
defined herein shall have the meanings set forth in the Exchange
Agreement.

    


    Under Section 1.1 of the Exchange
Agreement, China Premium Lifestyle Enterprise, Inc. (f/k/a Xact Aid, Inc.), a
Nevada corporation (the “Company”), agreed to
issue to Corich Enterprises, Inc., a British Virgin Islands corporation (“Corich”), Herbert
Adamczyk (“Adamczyk” and
together with Corich, the “Sellers”) and to
Orient Financial Services, Ltd. (“OFS”), as a designee
of the Sellers, an aggregate of 972,728 shares of the Company’s purported Series
A Convertible Preferred Stock (the “Preferred Shares”) in
exchange for the Sellers transferring an aggregate of 226,231 shares of capital
stock of Technorient Limited, a Hong Kong corporation (“Technorient”), to the
Company.  Upon conversion, the Preferred Shares were to be convertible
into 89,689,881 shares (the “Conversion Shares”)
of the Company’s common stock, par value $0.001 per share (the “Common
Stock”).

    


    The Company has determined that: (i)
the amendment to the Company’s Articles of Incorporation (the “Articles”), dated
April 7, 2006, pursuant to which a class of “blank check” preferred stock was
purportedly created (the “Preferred Stock
Amendment”), is invalid and of no force or effect because the Preferred
Stock Amendment was approved by a majority of the Company’s stockholders acting
by written consent in contravention of Article II, Section 10 of the Company’s
By-Laws (the “By-Laws”), which
requires that actions taken by written consent of the Company’s stockholders be
unanimous; and (ii) the Certificate of Designation dated August 16, 2006 (the
“Certificate of
Designation”), purportedly designating 2,000,000 shares of the Company’s
purported “blank check” preferred stock as “Series A Convertible Preferred
Stock,” is invalid and of no force and effect because, at the time of the filing
of the Certificate of Designation, the Company’s Articles did not authorize the
Company’s Board of Directors to designate the rights, preferences and privileges
of the Company’s purported “blank check” preferred stock.


    
      
         


      

      
         


        
          

        

      

      
         


        
          Corich
Enterprises, Inc.

          Technorient
Limited

          Orient
Financial Services, Ltd.

          Mr.
Richard Man Fai Lee

          Mr.
Herbert Adamczyk

          Mr. Nils
Ollquist

          May 5,
2009

          Page
2

           

          


        

      

    


    


    


    As a
result of the foregoing, the Company has determined that the Company has never
been authorized to issue any shares of any class or series of preferred stock,
including the Preferred Shares.

    


    The parties acknowledge that certain
potential disputes may arise between the Sellers and OFS, on the one hand, and
the Company, on the other hand, regarding the issuance and delivery of the
Preferred Shares (and any underlying Conversion Shares) pursuant to the Exchange
Agreement.  The parties desire to reform the Exchange Agreement for
the purpose of resolving such potential disputes.

    


    In
consideration of the mutual promises, obligations and representations contained
in this Reformation, the parties agree as follows:

     

    1.           Provisions of the Exchange
Agreement Regarding the Preferred Shares.  With respect to the
issuance and delivery of the Preferred Shares (and any underlying Conversion
Shares) to the Sellers and OFS under the Exchange Agreement, the parties agree
as follows:

     

    (a)           Effective
as of the Closing Date of the Exchange Agreement, the Company shall have agreed
to issue to the Sellers and OFS an aggregate of 89,689,881 shares of Common
Stock (in lieu of the Preferred Shares and any underlying Conversion Shares), on
a pre-Reverse Stock Split1
basis, as follows:

     

    
      	
               
      

            	
              ·

            	
              67,057,843
      shares of Common Stock to Corich;

            


    

     

    
      	
               
      

            	
              ·

            	
              15,423,323
      shares of Common Stock to Adamczyk;
and

            


    

     

    
      	
               
      

            	
              ·

            	
              7,208,715
      shares of Common Stock to OFS.

            


    

     

    (b)           On
a post-Reverse Stock Split basis, the aggregate number of shares that the
Company shall have agreed to issue to the Sellers and OFS pursuant to paragraph
1(a) above would equal 17,937,977 shares, as follows:

     

      
      __________________________


       

      
        	
                1

              	
                On
      December 7, 2007, the Company effectuated a one-for-five reverse stock
      split (the “Reverse Stock
      Split”) of the Company’s Common Stock.  As a result of
      the Reverse Stock Split, each outstanding share of the Company’s Common
      Stock, par value $0.001 per share, was converted into 0.20 shares of
      Common Stock, par value $0.005 per
share.

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


        
          Corich
Enterprises, Inc.

          Technorient
Limited

          Orient
Financial Services, Ltd.

          Mr.
Richard Man Fai Lee

          Mr.
Herbert Adamczyk

          Mr. Nils
Ollquist

          May 5,
2009

          Page
3

           

          


        

      

    


    


     

    
      	
               
      

            	
              ·

            	
              13,411,569
      shares of Common Stock to Corich;

            


    

     

    
      	
               
      

            	
              ·

            	
              3,084,665
      shares of Common Stock to Adamczyk;
and

            


    

     

    
      	
               
      

            	
              ·

            	
              1,441,743
      shares of Common Stock to OFS.

            


    

     

    (c)           Taking
into account the number of authorized but unissued shares of Common Stock of the
Company as of the Closing Date of the Exchange Agreement, the parties agree that
the shares of Common Stock shall be deemed to have been issued to the Sellers
and OFS, as follows:

     

    (i)           Effective
as of the Closing Date of the Exchange Agreement, the Sellers and OFS are hereby
deemed to have been issued an aggregate of 72,000,000 shares of the Company’s
Common Stock (in lieu of the Preferred Shares and any underlying Conversion
Shares), on a pre-Reverse Stock Split basis, as follows:

     

    
      	
               
      

            	
              ·

            	
              54,000,000
      shares of Common Stock to Corich;

            


    

     

    
      	
               
      

            	
              ·

            	
              12,240,000
      shares of Common Stock to Adamczyk;
and

            


    

     

    
      	
               
      

            	
              ·

            	
              5,760,000
      shares of Common Stock to OFS.

            


    

     

    Upon the
effectiveness of and giving effect to the Reverse Stock Split, the 72,000,000
shares of pre-Reverse Stock Split Common Stock deemed to have been issued to the
Sellers and OFS effective as of the Closing Date of the Exchange Agreement are
hereby deemed adjusted to an aggregate of 14,400,000 shares, as
follows:

     

    
      	
               
      

            	
              ·

            	
              Corich’s
      shares were reduced to 10,800,000 shares of Common Stock (54,000,000
      divided by 5);

            


    

     

    
      	
               
      

            	
              ·

            	
              Adamczyk’s
      shares were reduced to 2,448,000 shares of Common Stock (12,240,000
      divided by 5); and

            


    

     

    
      	
               
      

            	
              ·

            	
              OFS’
      shares were reduced to 1,152,000 shares of Common Stock (5,760,000 divided
      by 5).

            


    

     

    (ii)           Upon
the effectiveness of and giving effect to the Reverse Stock Split, the Sellers
and OFS are hereby deemed to have been issued an aggregate of 3,537,977
additional shares of the Company’s Common Stock, on a post-Reverse Stock Split
basis, as follows:

     

    
      	
               
      

            	
              ·

            	
              2,611,569
      shares of Common Stock to Corich;

            


    

     

    
      	
               
      

            	
              ·

            	
              636,665
      shares of Common Stock to Adamczyk;
and

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


        
          Corich
Enterprises, Inc.

          Technorient
Limited

          Orient
Financial Services, Ltd.

          Mr.
Richard Man Fai Lee

          Mr.
Herbert Adamczyk

          Mr. Nils
Ollquist

          May 5,
2009

          Page
4

           

          


        

      

    


    


     

    
      	
               
      

            	
              ·

            	
              289,743
      shares of Common Stock to OFS.

            


    

     

    Thus, the
shares of pre-Reverse Stock Split Common Stock deemed to have been issued to the
Sellers and OFS effective as of the Closing Date of the Exchange Agreement
(72,000,000), as adjusted by the Reverse Stock Split (14,400,000), PLUS the
post-Reverse Stock Split shares of Common Stock deemed to have been issued to
the Sellers and OFS upon the effectiveness of the Reverse Stock Split
(3,537,977), equals the total aggregate number of post-Reverse Stock Split
shares of Common Stock specified in paragraph 1(b) above
(17,937,977).

     

    2.           Miscellaneous.  Except
as set forth herein, all the terms and conditions of the Exchange Agreement
shall remain in full force and effect, shall not be modified hereby, and are
hereby ratified and affirmed by the parties.  This Reformation may be
executed in one or more counterparts, including by facsimile or by e-mail as a
PDF, each of which shall be deemed an original copy of this Reformation and all
of which, when taken together, will be deemed to constitute one and the same
agreement.  Each of the parties agrees to do all acts and execute and
deliver such written instruments and documents as shall from time to time be
reasonably necessary to carry out the terms, provisions and intentions of this
Reformation.

     

     [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

     


    
      
         


      

      
         


        
          

        

      

      
         


        
          Corich
Enterprises, Inc.

          Technorient
Limited

          Orient
Financial Services, Ltd.

          Mr.
Richard Man Fai Lee

          Mr.
Herbert Adamczyk

          Mr. Nils
Ollquist

          May 5,
2009

          Page
5

           

          


        

      

    


    If the
foregoing is agreeable to you, please acknowledge your agreement by executing
your signature below.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	Very
      truly yours,
	 	 
	 
      	(the
      “Company”)
	 
      	CHINA
      PREMIUM LIFESTYLE ENTERPRISE, INC., a Nevada corporation (f/k/a Xact Aid,
      Inc.)
	 	 	 
	 
      	By:
      	
                                  /s/Yun Fai LEUNG

                                
	 
      	Name:
      Yun Fai LEUNG
	 
      	Title:  
      Director


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    


    ACKNOWLEDGED
AND AGREED TO AS OF MAY 5, 2009:

    


    
      
        	 
      	 
      	 
      	 
      	 
      
	
                (“Corich”)

              	 
      	
                (“Technorient”)

              
	
                CORICH
      ENTERPRISES, INC.

              	 
      	
                TECHNORIENT
      LIMITED

              
	
                a
      British Virgin Islands corporation

              	 
      	
                a
      Hong Kong corporation

              
	 
      	 
      	 
      	 
      	 
      
	
                By:

              	
                /s/Richard Man Fai LEE

              	 
      	
                By:

              	
                /s/Richard Man Fai LEE

              
	
                Name:

              	
                Richard
      Man Fai LEE

              	 
      	
                Name:

              	
                Richard
      Man Fai LEE

              
	
                Title:

              	
                Director

              	 
      	
                Title:

              	
                Director

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                (“Adamczyk”)

              	 
      	
                (“OFS”)

              
	 
      	 
      	 
      	
                ORIENT
      FINANCIAL SERVICES, LTD.

              
	 
      	 
      	 
      	 
      	 
      
	
                By:

              	
                /s/Herbert Adamczyk

              	 
      	
                By:

              	
                /s/Nils A. Ollquist

              
	 
      	 
      	 
      	
                Name:  

              	
                Nils
      A. Ollquist

              
	 
      	 
      	 
      	
                Title:

              	
                Managing
      Director and Principal