ex10_1.htm


     

    
      Exhibit
10.1

       

      The
Letter of Intent on Assets Reorganization

      (Amendment)

      


      This
Amendment to Letter of Intent on Assets Reorganization (hereinafter called ‘the
Letter of Intent’) defines terms and conditions for the cooperation between the
Jiangxi Taina Nanfeng Tangerine Orange Ltd. (hereinafter called ‘the Taina’) and
the Royal Nanfeng Tangerine Orange Sciences & Technologies Ltd. (hereinafter
called ‘the Royal’) on reorganizing the assets of the Royal.

       

      Article
1. The Parties

       

        
Jiangxi Taina Nanfeng Tangerine Orange Ltd.

       
Address: Fuxi Industrial Park, Nanfeng County, Jiangxi Province

       
Royal Nanfeng Tangerine Sciences & Technologies Ltd.

       
Address: Fuxi Industrial Park, Nanfeng County, Jiangxi Province

       

        
Article 2. Prerequisites

       

        
Both parties shall cooperate on the basis of the following
prerequisites:

       

      1. The
Taina is a wholly-funded subsidiary of CHFR, a listed company at OTCBB,
USA.

       

      2. The
Royal shall make a due diligence investigation into the Taina, and assess its
funding, team strength and operating experience necessary for this assets
reorganization project by reviewing its capital background, scale of assets,
project team and investment expertise.

       

      3. The
Taina shall make a due diligence investigation into the Royal, and assess its
capabilities to improve its assets quality and identify its performance
potential as a result of a reasonable assets reorganization by reviewing its
industrial background, market potential, management team and financial
status.

       

        
Article 3. Details of Assets Reorganization

       

        
The assets reorganization mentioned in this agreement shall include the
following information:

       

      1. The
Taina shall merge and acquire the assets of the Royal step by step before
December 31, 2007, including its production bases of tangerine orange and
production lines of fruit wine and beverage;

       

      Article
4. Process of Assets Reorganization

       

      Both
parties shall agree to abide by the following process in the merger and
acquisition of the Royal:

       

      1. The
Royal shall provide a list of the assets in its control;

      2. The
Taina shall pay for the assets in cash or shares to the Royal;

      3. Both
parties shall deal with procedures of assets transfer.

       

        
Article 5. Payment

       

        
The Taina shall make the payment in cash or shares of CHFR.

       

        
Article 6. Breach and Relief

       

        
1. Either of both parties shall be deemed to breach this agreement, as a result
of its failure to carry out its obligations defined in the agreement in case
of:

       

       
(1) Either of both parties fails to implement, incompletely implements, or
defers to implement its obligations under this agreement;

       

       
(2) Failed action or other action of any of both parties makes right(s)
obtainable for the other party under this agreement invalid, cancelable or
incomplete.

       

      In case
of sole or combined occurrence of the aforesaid conditions, the other party
shall have the right to terminate its obligations, and continue to implement
them after the elimination of any breach by any of both parties;

       

      1. The
rights and relief defined in this agreement shall be accrued, without exclusion
of other rights or relief required by laws;

       

      2. A
waiver of either party in this agreement for the relief as a result of any
breach shall only be valid, if made in a written form. No waiver shall be
deemed, if either party fails or defers to execute any of its rights or relief
under the agreement; partial execution of any of its rights or relief by the
party shall not prevent it from implementing other rights or
relief.

       

      Article
7. Change and Cancellation

       

      1. Any
change concerning this agreement shall be made in written and signed by either
party. Otherwise, such a change shall not constrain either party of the
agreement.

       

      2. Any
change to and cancellation of this agreement shall not affect the right of
either party to claim on damage compensation. For any damage to either party
arising out of a change or cancellation of the agreement, the party liable for
the damage shall compensate the other party, except any obligation to be
exempted according to laws.

       

      Article
8. Notice and Delivery

       

      1. Any
notice or other communications with respect to this agreement and sent by either
party of this agreement shall be made in written and delivered to the address
informed in written;

       

      2. Any
communication document sent in person shall be deemed to be delivered at the
time of actual delivery. Any notice or other communications sent in a letter
form shall be deemed to be delivered 48 hours after mailed. Any notice or other
communications sent in fax shall be deemed to be delivered at the time of actual
sending; any notice or other communications sent in telex shall be deemed to be
delivered 24 hours after actual sending, however, except otherwise specified in
this agreement.

       

      Article
9. Dispute Resolution

       

      Both
parties shall firstly negotiate to solve any dispute arising out of this
agreement. If failed, either party shall have the right to submit the dispute to
the jurisdiction of a court. The dispute mentioned in this article shall refer
to those incurred between both parties on whether this agreement is valid, the
time of validity, explanations of the content of and implementation of this
agreement, obligations for any breach, and changes, cancellation and termination
of this agreement.

       

      Article
10. Effectiveness

       

      1. This
agreement shall be valid since the date of signature by authorized
representatives of both parties;

       

      2.
Attachments to this agreement shall form an integral part of, and shall be
equally effective with, this agreement; 

       

      3. This
agreement and its attachments shall form a complete agreement between the
parties concerned, and any correspondence, statement, contract or any other
document of any party signed before this agreement shall not precede over this
agreement and its attachments in any time;

       

      4. Any
article of this agreement shall be invalid, if conflicted with laws and
regulations applicable for the agreement, but shall not affect the effectiveness
of other articles of, and the overall effectiveness of, this agreement. Either
party shall negotiate to enter into a new article to replace the invalid
article;

       

      5. Either
party acknowledges that it has signed this agreement willingly, and has already
specified the obligations and rights for either party under this agreement,
without any condition of fraud, menace, critical misunderstanding or
unfairness;

       

      6. This
agreement shall be made in duplicate, and either party shall maintain one of the
copies, which has the same effectiveness.

      


      The
section below the line is made for signature, and no text is
included.

      


      


      Jiangxi
Taina Nanfeng Tangerine Orange:

      Representative:

      


      


      Royal
Nanfeng Tangerine Sciences & Technologies

      Representative: