1172001 13D EX101





Exhibit 10.1


Agreement for Purchase of Convertible Debt



 

This Agreement for Purchase of Convertible Debt (the "Agreement")
dated as of December 27, 2000 is made by and between the parties with signatory
hereto, and with consent from American Champion Entertainment, Inc. (the
"Company"), a corporation organized and existing under the laws of the
State of Delaware.


 

WHEREAS, the following entities, collectively known as the
"Sellers" are holders of convertible debt of the Company, in the
respective principal amounts.



	

AMRO International, S.A.

	

$666,668.00


	

The Endeavour Capital Investment Fund

	

$666,666.00


	

Celest Trust Reg.

	

$333,334.00


	

Balmore S.A.

	

$333,332.00






 

WHEREAS, Holley Holding (U.S.A.) Ltd., a corporation organized and existing
under the laws of the State of California, is hereby known as the
"Purchaser".


 

WHEREAS, for value agreed upon in this Agreement, the Sellers desire to sell
and the Purchaser desires to purchase, upon the terms and subject to the
conditions contained herein, the above amounts of convertible debt owed by the
Company.  Such purchase of debt will be made as an investment by Purchaser in
the Company in reliance upon the provision of Section 4(2) and/or Section 4(6)
of the United States Securities Act and/or Regulation D and the other rules and
regulations promulgated thereunder, and/or upon such other exemption from the
registration requirements of the Securities Act as may be available with respect
to any or all of the investment in securities to be made hereunder.


 

NOW, THEREFORE, the parties hereto agree as follows:



	Payment in U.S. funds in the form of cash for ninety-five percent (95%) of
the above amounts, are to be deposited with a Trust Account of American Champion
Entertainment, Inc., at
Bank of Canton of California

555 Montgomery Street

San Francisco, CA 94111


Such funds are to be distributed to the Sellers upon the complete
satisfaction of the following clauses 2) through 6).

	Sellers, will return all original debenture documents to:

Anthony K. Chan

American Champion Entertainment, Inc.

22320 Foothill Blvd., Suite 260

Hayward, CA 94541

Phone:510-728-0200

Fax:510-728-9977





The original documents include:



	One set of convertible debentures dates April 20, 2000, which is cancelled
and replaced by another set dated November 20, 2000.  The original set dated
April 20, 2000 is already in the Company's possession.
	one set of convertible debentures dated August 31, 2000, and
	one set of replacement convertible debentures dated November 20,
2000.






	With their respective signatory hereto, Sellers agree to assign all of their
rights and covenants to Purchaser pursuant to the original terms of the
convertible debt, including but not limited to i) convert the debt into common
stock of the Company pursuant to the original terms on conversion, ii) register
the underlying common stock of the Company, and iii) assume accruable interest
on converted principal amounts starting from the closing of the transaction
contemplated within this Agreement.
	With their respective signatory hereto, the parties agree that outstanding
warrants held by Sellers shall survive this Agreement and shall remain
properties of the Sellers.
	With their respective signatory hereto, the sellers agree to receive the
following amounts of accrued interest, calculated up to the day of closing of
the transaction contemplated within this Agreement, in the form of the Company's
common stock to be calculated by the closing sales price of the Company's stock
on Nasdaq on the day of closing.  Such amounts of shares will be issued by the
Company within five business days from the day of closing and shall bear
restrictive legends.  Such shares shall have registration rights and the Company
will include such shares in its first registration statement following
closing.

 


	
Assumed closing date:
	
April 2000
	
August 2000
	
Total

	
12/21/00
	
Debenture (8%)
	
Debenture (6%)
	
Interest

	
	
04/20/00
	
08/31/00
	

	
	
	
	

	
AMRO International S.A.
	
	
	

	
    Principal
	
$333,334.00
	
$333,334.00
	

	
    Interest
	
$17,899.58
	
$6,137.00
	
$24,036.58

	
	
	
	

	
The Endeavour Capital Investment Fund
	
	
	

	
    Principal
	
$333,333.00
	
$333,333.00
	

	
    Interest
	
$17,899.53
	
$6,136.98
	
$24,036.51

	
	
	
	

	
Celest Trust Reg.
	
	
	

	
    Principal
	
$166,667.00
	
$166,667.00
	

	
    Interest
	
$8,949.79
	
$3,068.50
	
$12,018.29

	
	
	
	

	
Balmore S.A.
	
	
	

	
    Principal
	
$166,666.00
	
$166,666.00
	

	
    Interest
	
$8,949.74
	
$3,068.48
	
$12,018.22

	
	
	
	





 




	With signatory hereto, Purchaser agree to convert all of the
outstanding principal, in the amount of $2,000,000 into the Company's common
stock, by submitting a conversion notice to the Company on the closing day of
the transaction contemplated in the Agreement.

This Agreement may be executed in counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same
instrument.


 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first written above.


 

 

 

PURCHASER:SELLERS:


By:/s/ Wang, LichengBy:/s/ AMRO
International S.A.

Name:Wang, LichengAMRO International
S.A.

Title:Chairman of the Board

Holley Holding (U.S.A.) Ltd.


 

CONSENT BY THE COMPANYBy: /s/ Endeavour Capital Investment
Fund

      The Endeavour Capital Investment
Fund

By:      /s/ Anthony K. Chan

Name:      Anthony K. Chan

Title:      President & CEO

      American Champion Entertainment, Inc.

By:/s/ Celeste Trust Reg.

Celeste Trust Reg.


 

 

 
By:/s/ Balmore S.A.

Balmore S.A.