TransAKT Ltd.: Exhibit 10.1 - Filed by newsfilecorp.com





ASSET PURCHASE AND SALE AGREEMENT

 

BETWEEN

 

TRANSAKT LTD.
AS PURCHASER

 

AND

 

VEGFAB AGRICULTURAL TECHNOLOGY CO.LTD
AS VENDOR

REGARDING THE ACQUISITION OF SUBSTANTIALLY ALL OF THE ASSETS OF
VEGFAB
AGRICULTURAL TECHNOLOGY CO.LTD

 

May 3, 2012




Table Of Contents

	Article 	  	Page 
	1
      Interpretation 	4
    
	             1.1 	Definitions 	4 
	           
       1.2 	Headings
    	6 
	             1.3 	Extend Meanings 	6 
	           
       1.4 	Accounting
      Principles 	6 
	             1.5 	Currency 	6 
	           
       1.6 	Schedules
    	6 
	2 Purchase Of Assets
    	6 
	           
       2.1 	Purchase of
      Assets 	6 
	             2.2 	Closing 	7 
	3
      Representations And Warranties 	7
    
	             3.1 	Representations and
      Warranties of the Vendor and the Shareholders 	7 
	           
       3.2 	Survival of
      Vendor’s and Shareholder’s Representations and Warranties 	11

	             3.3 	Representations and
      Warranties of the Purchaser 	12 
	           
       3.4 	Survival of
      the Purchaser’s Representations and Warranties 	12

	4 Covenants 	12 
	           
       4.1 	Taxes
	12

	             4.2 	Covenants of the Vendor and
      Shareholders 	13 
	           
       4.3 	Covenants of
      the Purchaser 	14

	             4.4 	Financial Reporting 	14 
	           
       4.5 	Employment
      Agreements 	14

	             4.6 	Non-Competition Provisions
      	15 
	           
       4.7 	Independent
      Appraisal 	15

	5 Conditions 	15 
	           
       5.1 	Conditions
      for the Benefit of the Purchaser 	15

	             5.2 	Conditions for the Benefit
      of the Shareholders 	17 
	6
      General 	18
      
	             6.1 	Further Assurances 	18 
	           
       6.2 	Time of the
      Essence 	18

	             6.3 	Commissions 	19 
	           
       6.4 	Legal and
      Accounting Fees 	19
  


2





	             6.5 	Public
      Announcements 	19

	             6.6 	Benefit of the Agreement
    	19 
	             6.7 	Entire
      Agreement 	19

	             6.8 	Amendments and Waiver
	19 
	             6.9 	Assignment
      	20

	             6.10 	Notices 	20 
	             6.11 	Governing
      Law 	20

	             6.12 	Attornment 	21 


3




ASSET PURCHASE AND SALE AGREEMENT

THIS AGREEMENT is dated the 3rd day of May, 2012

Between:

TRANSAKT LTD., 
a corporation incorporated under the
laws Of the STATE OF NEVEDA, USA
(Hereinafter referred to as the
“Purchaser”)

-And-

VEGFAB AGRICULTURAL TECHNOLOGY CO.LTD, 
a corporation
incorporated under the laws of Taiwan.R.O.C
(Hereinafter collectively
referred to as the “Vendor”)

WHEREAS the Purchaser has agreed to purchase the Assets from
the Vendor, and the Vendor has agreed to sell the Assets to the Purchaser, upon
and subject to the terms and condition hereof; 

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of
the premises and the covenants and agreements herein contained the parties
hereto as follows:

ARTICLE 1
INTERPRETATION

1.1 Definitions

In this Agreement, unless something in the subject matter or
context is inconsistent therewith:

(a) “Agreement” means this agreement and all amendments
made hereto by written agreement amongst the Purchaser and the Vendor; 

(b) “Assets” means all of the property and undertaking
of the Vendor required for the operation and conduct of the Vendor’s Business,
including without limitation all the technology, equipment, intellectual
property, facilities, systems, hardware, software, books, records, inventory,
and goodwill, listed Excluded Assets and Liabilities; 

(c) “Bill of Sale and General Conveyance” means the form
of Bill of Sale and general Conveyance attached hereto as Schedule ”C”;

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(d) “Business Day” means a day other than Saturday,
Sunday, or statutory holiday in Las Vegas; 

(e) “Closing Date” means May 3, 2012, or such other date
as may be agreed to in the writing amongst the Purchaser and the Vendor, or as
may be required by the Exchange or the Taiwan Government; 

(f) “Effective Date” means the Closing Date or such
earlier date agreed to by the Parties.

(g) “Employment Agreement” means the form of Employment
Agreement attached hereto as Schedule ”D”; 

(h) “Exchange” means OTC Markets OTCQB Exchange;

(i) “Exchange Assets and Liabilities” means the assets
and liabilities of the Vendor listed and described in Schedule ”E” attached
hereto; 

(j) “Independent Appraisal” means the independent
appraisal of the Assets to be obtained by the Purchaser in accordance with
Section 4.9 hereof; 

(k) “Purchaser” means TransAKT Ltd.; 

(l) “TransAKT Shares ” means an agreement of 150,000,000
common shares in the capital of the Purchaser to be issued to Vendor pursuant to
this Agreement upon approval of the Exchange and all other regulatory bodies
having jurisdiction; 

(m) “TransAKT Taiwan” means a direct or indirect
wholly-owned subsidiary of the Purchaser incorporated and organized under the
laws of Taiwan, R.O.C; 

(n) “Vendor” means Vegfab Agricultural Technology Co.
Ltd.

(o) “Vendor’s Business” means the business and
undertaking operated and conducted by the vendor as of the Effective Date and
the date of this Agreement, including the provisioning and supplying of All new
technology of Planting agricultural products, including equipments and
services.

(p) “Vendor’s Financial Statements” means the balance
sheet and statements of income, retained earnings and changes in financial
position, and the notes thereto, for the fiscal period ended in the Effective
Date attached hereto as Schedule “B”

1.2 Headings

Insertions of headings are for convenience of reference only
and shall not affect the construction or interpretation of this Agreement. The
terms “this Agreement”, “hereof”, “hereunder”, and similar expression refer to
this Agreement and not to any particular Article, Section or other portion
hereof and include any agreement supplemental hereto. Unless something in the
subject matter or context is inconsistent therewith, references herein to Articles and Sections are to Articles and Sections and
Agreement.

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1.3 Extended Meanings

In this Agreement, unless the context requires otherwise, words
importing the singular number only shall include the plural and vice versa,
words importing the masculine gender shall include the feminine and neuter
genders and vice versa, and words importing persons shall include, partnerships,
associations, trusts, unincorporated organizations and corporations.

1.4 Accounting Principles

Wherever in this Agreement reference is made to a calculation
to be made in accordance with generally accepted accounting principles from time
to time approved by the USA Institute of Chartered Accountants, or any successor
institute, applicable as at the date on which such calculation is made or
required to be made in accordance with generally accepted accounting
principles.

1.5 Currency

All references to currency herein are to lawful money of the
United States unless otherwise stated.

1.6 Schedules

The following are the Schedules annexed hereto and incorporated
by reference and deemed to be part hereof; 

Schedule "A"- List and Description of
Assets; 
Schedule “B”- Vendor’s financial Statements; 
Schedule “C”- Form
of Bill of Sale and General Conveyance; 
Schedule “D”- Excluded Assets and
Liabilities

ARTICLE 2 
PURCHASE OF ASSETS

2.1 Purchaser of Assets

(1) The Vendor shall sell and transfer the Assets to the
Purchaser, and the Purchaser shall purchase and acquire the Assets form the
Vendor, for and in consideration of: (i) US$1,000,000 in cash; and (ii) the
issuance to the Vendor from the treasury of the Purchaser of the TransAKT
shares, upon and subject to the terms and conditions hereof; 

(2) Certificates evidencing the TransAKT Shares shall be
delivered by the Purchaser to the Vendor on the Closing Date against delivery to
the Purchaser of the Bill of Sale and General Conveyance and actual and physical possession of the
Assets.

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(3) The parties hereto acknowledge that the shares of TransAKT
are trading on the Exchange at USD 0.04 as of the date of this agreement and
that the maximum allowable discount permitted by the exchange on the issue of
the TransAKT Shares is 25%, as of the date of this agreement. In accordance with
the requirements of the exchange, the independent Appraisal will be completed to
allow ratification by the exchange of the value of the TransAKT Shares to be
issued relative to the value of the Assets.

(4) For greater certainty, the Purchaser and the Vendor hereby
acknowledge and agree that the Excluded Assets and Liabilities are not being
transferred, sold or assumed to or by the Purchaser pursuant to this Agreement,
and the Vendor hereby agrees to indemnify and save the Purchaser harmless from
and against any loss, cost, expense, damage or liability whatsoever arising from
or in any way relating to the Exclude Assets Liabilities.

2.2 Closing

The sale and transfer of the Assets and issuance of the
TransAKT Shares shall be completed on the Closing Date concurrently at the
offices of the Purchaser’s solicitors, in Vancouver, British Columbia,
Canada.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Vendor

The Vendors and Shareholders jointly and severally represent
and warrant to the Purchasers as follows: 

(a) The Vendor

	 	I. 	
      is a corporation duly organized, validly existing and in
      good standing under the laws of jurisdiction of its
  incorporation;

	 	II. 	
      has all requisite legal power and authority and the legal
      right to operate and conduct the Vendor’s Business and to own the
      Assets;

	 	III. 	
      is in compliance with its articles of incorporation,
      by-laws or other corporate documents, as the case may be;

	 	IV. 	
      is in compliance with all other applicable requirements
      of the law in each jurisdiction where it carries on the Vendor’s business;
      and has all permits from or by, has made all necessary filings with, and
      has given all necessary notices to, the extent required for such
      ownership, operation and conduct, except for permits which can be obtained by the taking of
ministerial action to secure the grant or transfer thereof;



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(b) The execution, delivery and performance of the Vendor of
this Agreement and the consummation of the transactions contemplated hereby;

	 	I. 	
  are within the Vendor’s corporate powers; 

	 	II. 	
      have been duly authorized by all necessary corporate
      action, including without limitation, the consent and approval of the
      requisite number of percentage of directors and shareholders of the
      Vendor; 

	 	III. 	
  do not and will not: 

	 		A. 	
      contravene the Vendor’s articles of importance, bylaw,
      resolutions of its directors and shareholders or other comparable
      governing document; 

	 		B. 	
      violate any other applicable requirement of law, or any
      order or decree of any applicable governmental authority or arbitrator;
      

	 		C. 	
      conflict with or result in the breech of, or constitute a
      default under, or result in or permit the termination or acceleration if,
      any contractual obligation of the Vendor; or 

	 		D. 	
      result in the creation or imposition of any lien,
      encumbrance or charge upon any of the Assets; and 

	 	IV. 	
      do not require the consent of, authorization by, approval
      of , notice to , or filing or registration with, any governmental
      authority or any other person, other than those which have been or will be
      delivered on the Closing date to the Purchaser, and each of which from and
      after the Closing Date is and will be in full force and effect;
  



(c) this Agreement has been, and each of the closing documents
to which the Vendor is a party will have been, upon delivery thereof pursuant
hereto, duly executed and delivered by the Vendor as required; and this
Agreement is and the closing documents to which the Vendor is a party will be,
when delivered hereunder, legal, valid and binding obligations of the Vendor,
enforceable against it in accordance with their term, except as and enforcement
of such terms may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws, both state and federal,

Affecting the enforcement of creditor’s right or remedies in
general from time to time in effect and the exercise by counts of equitable
powers or their application of public principles of public policy;

(d) The Assets, taken as a whole, constitute substantially all
of the property and undertaking of the Vendor required in connection with the operation and
conduct of the Vendor’s Business;

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(e) the Vendor is the legal and beneficial owner of all of the
Assets, with food title thereto, free and clear of all mortgages, security
interests, claims, liens, charges, encumbrances or restrictions of any kind
whatsoever;

(f) no other person has any written or verbal agreement,
option, understanding or commitment, or any right or privilege capable of
becoming an agreement, for the purchase from the Vendor of any the Assets;

(g) the Vendor’s Financial Statements (1) accurately and fairly
set out and disclose the financial position of the Vendor, including the
relation to the Assets and the Vendor’s Business, as at the Effective Date, and
(2) have been prepared in accordance with generally accepted accounting
principles consistently applied;

(h) since closing date, there has been no change in the
affairs, business, prospects, operations or condition of the Assets and the
Vendor’s Business, financial or otherwise, whether arising as a result if any
legislative or regulatory change, revocation of any license or right to do
business, fire, explosion, accident, casualty, labour trouble, flood, drought,
riot, storm, condemnation, act of God, public force or otherwise, except changes
occurring in the ordinary course of business which changes have not had, nor are
expected to have, a material adverse effect on the organization, business,
properties, prospects, or financial condition of the Assets and the Vendor’s
Business; 

(i) there are no pending or , to the best knowledge of the
Vendor, threatened actions, investigations or proceedings affecting the Assets
or the Vendor’s Business before and court, governmental authority or arbitrator;
and the performance of any action by the Vendor required or contemplated by this
Agreement is not restrained or enjoined (either temporarily, preliminarily, or
permanently), and no material adverse effect is expected to result from or be
imposed by any court, governmental authority or arbitrator, by or from any of
the foregoing transactions;

(j) The Vendor as not made any untrue, inaccurate or misleading
statement, claim or commitment, and has not made any misrepresentation of any
fact or circumstance whatsoever, to any third party in relation to the Assets
and Vendor’s Business;

(k) The Vendor is not (1) a party to any contractual or
contingent obligation the compliance with would have a material adverse effect
on the Assets and Vendor’s Business, or The performance of which by any thereof, either unconditionally or upon the
happening of an event, will result in the creation of a lien, charge or
encumbrance on the Assets and the Vendor’s Business or which would impair the
exclusive use and enjoyment thereof, or (2) subject to any charter or corporate
restriction which has a material adverse effect on the Assets and the Vendor’s
Business;

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(l) the Vendor is not in default under or with respect to any
contractual obligation or contingent obligation owned by it and, to the best
knowledge of the Vendor and the shareholders, no other party is in default under
or with respect to any contractual obligation or contingent obligation owned to
it; and all of the contracts comprising part of the Assets and the Vendor’s
Business are in full force and effect and enforceable against the other parties
thereto in accordance with their respective terms, and there are no defaults or
notices of default in respect thereof;

(m) There is no requirement of law the compliance with which by
the Vendor would have a material adverse effect on the Assets and the Vendor’s
Business;

(n) the Assets and the Vendor’s Business are insured against
loss, destruction and damage by insurance policies customarily carried in
respect to similar assets and business, and such insurance policies will be
continued in full force and effect up to the Closing Date; all policies of
insurance of any kind or nature owned by or issued to the Vendor, including
without limitation, policies of life, fire, theft, product liability, public
liability, property damage and other casualty, employee fidelity, worker’s
compensation and employee health and welfare insurance, are in full force and
effect and are of a nature and provide such coverage as is sufficient and is
customarily carried by companies of the size and character of the Vendor;

(o) the Assets and the Vendor’s Business have been operated in
the ordinary and normal course since the Effective Date and will be operated in
the ordinary and normal course after the date hereof and up to the Closing Date;
the Vendor covenants and agrees to use all commercially reasonable efforts to
preserve intact the Assets and the Vendor’s Business, preserve the relationship
with all existing customers and vendors, perform all of its contractual
obligation as such obligations affect the Assets and the Vendor’s Business,
including keeping all required licenses and permits current and in good standing
with the vendors or licensors thereof, and not to enter into any new contracts,
agreements or other obligations affecting the Assets and the Vendor’s Business,
other than the ordinary course of business, without the prior written approval
of the Purchaser, up to the Closing Date;

(p) the Vendor has the legal and beneficial right, title,
estate an interest, free and clear of any and all liens, charges, encumbrances or rights or claims of
others, in and to all license, permits, patents rights, patents applications,
trademarks, trademark applications, copyright applications, franchises, and all
other technology and intellectual property listed and described in Schedule “a”
and comprising part of the Assets required to operate and conduct the Vendor’s
Business; and for greater certainty the Purchaser shall acquire pursuant to this
Agreement all of the Vendor’s and the Vendor’s Business and the exclusive rights
thereto including all rights to grant licenses to third parties, together with
the legal and beneficial right to submit application or registration of all such
knowledge, concepts and ideas in the Purchaser’s name;

10




(q) the Vendor has complied with and kept current and in good
standing all customer and support service warranties, agreements, liabilities,
trade payables and other obligations related to the Assets and the Vendor’s
Business;

(r) there are no transfer fees payable to any governmental
authority or any other third party respect to the sale and transfer of the
Assets and the Vendor’s Business pursuant to this Agreement;

(s) neither this Agreement nor any closing document, schedule,
list, certificate, declaration under oath or written statement now or hereafter
furnished by the Vendor and the Shareholders to the Purchaser in connection with
the transactions contemplated by this agreement contains or will contain any
untrue statement or representation of a material fact on the part of the Vendor
or the shareholders or omits or will omit on behalf of the Vendor and the
Shareholders to state a material fact necessary to make any such statement or
representation therein or herein contained not misleading; and

(t) the Vendor and the Shareholders have no information or
knowledge of any fact not communicated to the Purchaser and relating to the
Assets and the Vendor’s Business which, if know to the Purchaser, might
reasonably be expected to deter the Purchaser from entering into this Agreement
or from completing the transactions contemplated by this Agreement; and all
facts known to the Vendor and Shareholders which are material to an
understanding of the assets and the Vendor’s Business have been disclosed to the
Purchaser.

3.2 Survival of Vendor’s and Shareholder’s Representations
and Warranties

The representations and warranties of the Vendor and the
Shareholders set forth in Section 3.1 are joint and several and shall continue
in full force and effect for the benefit of the Purchaser for a period of five
(5) years from the Closing Date.

11




3.3 Representations and Warranties of the Purchaser

The Purchaser represents and warrants to the Vendor and the
Shareholders that:

(a) The Purchaser is a corporation, organized and subsisting
under the laws of the Las Vegas, with the corporate power to own its assets and
to carry on its business, and has make all necessary filings under applicable
corporate securities and taxation laws or any other laws to which it is
subject;

The authorized capital of the Purchaser consists of a
700,000,000 common shares and an 200,000,000 preferred shares, of which
195,339,005 common shares have been validly issued and are outstanding as fully
paid and non- assessable;

(b) The purchaser has good ad sufficient power, authority and
right to enter into and deliver this Agreement and to transfer( by issuing from
treasury) the legal and beneficial title and ownership of the TransAKT Shares to
the Vendor, free and clear of all Liens, charges, encumbrances and any other
rights of others; 

(c) The TransAKT Shares to be issued to the Vendor pursuant to
Section 2.1 of this Agreement will upon issuance be duly and valid issued as
fully paid and non-assessable shares in the capital of the purchaser and will
upon issuance be duly listed for trading on the OTC Markets OTCQB Exchange,
subject to satisfaction of certain customary conditions on issuance; 

(d) Neither the entering into nor the delivery of this
Agreement nor the completion if the transactions contemplated hereby the
Purchaser will result in the violation of;

	 	i. 	
      Any of the provisions of the constating documents or
      by-laws of the Purchaser;

	 	ii. 	
      And agreement or other instrument to which the Purchaser
      is a party or by which the Purchaser is bound; or

	 	iii. 	
      Any applicable law, rule or regulation;
  and




(e) The Purchaser is a qualifying reporting issuer with the
Securities and Exchange Commission in the United State of America, and to its
knowledge is not in default of any materials required of or obligation under
securities legislation of such jurisdictions.

3.4 Survival of the Purchaser’s Representations and
Warranties

The representations and warranties of the Purchaser set forth
in section 3.3 shall continue in full force and effect for the benefit of the
Vendor and the Shareholders for a period of five (5) years from the Closing
Date.

ARTICLE 4 COVENANTS 

4.1 Taxes

The Purchase dose not assume and shall not be liable for any
taxes whatsoever under or pursuant to applicable Taiwan, or United Stated
taxation laws or any other taxes whatsoever which maybe or become payable or the Vendor or the Shareholders including,
without limiting the generality of the foregoing, any taxes resulting from or
arising as a consequence of the transfer of the Assets by the Vendor to the
Purchaser herein contemplated, and the Vendor and Shareholders shall jointly and
severally indemnify and save harmless the Purchaser from and against all such
taxes.

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4.2 Covenants of the Vendor and shareholders

	(1) 	
      The Vendor and the Shareholders jointly and severally
      shall ensure that the representations and warranties of the Vendor and the
      Shareholders herein are true and correct on the Closing Date and the
      conditions of closing for the benefit of the Purchaser have been performed
      or complied with on or before the Closing Date.

	 	 
	(2) 	
      The Vendor and the Shareholders jointly and severally
      shall indemnify and save harmless the Purchaser from and against all
      losses, damages or expenses directly or indirectly suffered by the
      Purchaser (except consequential damages) resulting from any breech of any
      covenant of the Vendor and the Shareholders contained in the Agreement or,
      subject to Section 3.2 from any inaccuracy or misrepresentation in any
      representation or warranty set forth in Section 3.1.

	 	 
	(3) 	
      The Vendor and the Shareholders jointly and severally
      shall permit the Purchaser, through its agents and representatives, to
      make such reasonable investigation prior to the Closing Date of the Assets
      and the Vendor’s Business and of the Vendor’s financial and legal
      condition as the Purchaser considers necessary or advisable to familiarize
      itself with the Assets and the Vendor’s Business and other matters, and
      the Vendor and the Shareholders shall supply any and all document records
      of the Vendor to the Purchaser and its agents and representatives as they
      may reasonably require. The Vendor and the Shareholders shall also permit
      the inspection of the Assets and the Vendor’s Business of the Vendor prior
      to the Closing Date by such federal, provincial, or municipal authorities
      as the Purchaser may require. Such investigations and inspections shall
      not however, affect or mitigate the Vendor and the Shareholder’s
      covenants, representations and warranties hereunder which shall continue
      in full force and effect.

	 	 
	(4) 	
      The Vendor and the Shareholders shall, at the request of
      the Purchaser and at the Purchaser’s cost, execute and deliver any
      instruments, including but not limited to assignment of patents, patent
      right, trademarks, copy rights, suitable for registration with the
      appropriate governmental authority, to allow the Purchaser to perfect its
      interests in the tangible and intangible Assets conveyed pursuant to this
      Agreement.



13





	(5) 	
      The Vendor and the Shareholders each understand and
      acknowledge that the TransAKT Shares (and any securities issued upon
      exercise thereof) will be subject to resale restrictions imposed by the
      applicable securities legislation and regulatory authorities, including
      the minimum four month holding period applicable under Multilateral
      Instrument 45-102 “ Resale of Securities” The Vendor and the Shareholders
      each further acknowledge that such regulatory will require a legend to be
      placed on certificates representing the TransAKT Shares with respect to
      such resale restrictions.



4.3 Covenants of purchaser

	(1) 	
      The Purchaser will ensure that the representations and
      warranties of the Purchase herein are true and correct on the Closing Date
      and that the condition of the closing for the benefit of the Vendor have
      been performed or complied with on or before the Closing Date.

	 	 
	(2) 	
      The Purchaser jointly and severally shay indemnify and
      save harmless the Vendor and the Shareholders from and against all losses,
      damages or expenses directly or indirectly suffered by the Vendor and the
      Shareholders except consequential damages resulting from and breech of any
      covenant of the Purchaser contained in this Agreement or, subject to
      Section 3.4 from any inaccuracy or misrepresentation in any representation
      or warranty set forth in Section 3.3



4.4 Financial Reporting

Not with standing any provision of this Agreement, the
Purchaser may report in its financial statements from the Effective Date the
gross revenue and expenses relating to the Assets and the Vendor’s Business.

4.5 Employment Agreements

	(1) 	
      The Purchaser, Vendor and the Shareholders hereby
      covenant and agree, on the Closing Date and effective and of the Effective
      Date that the key personnel will execute and deliver the Employment
      Agreements on the terms and conditions in Schedule “D”

	 	 
	(2) 	
      The Purchaser may cause TransAKT Taiwan to execute and
      deliver the Employment Agreements on its behalf, in which case the
      Shareholders will be employees of TransAKT Taiwan.



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4.6 Non-Competition Provisions

	(1) 	
      The Vendor covenants and agrees that during the period
      commencing on the Effective Date and ending five (5) years after the
      Closing Date, it will not, nor will it permit its officers, directors or
      employees, either directly or indirectly, engage in or conducts any
      business that is directly competitive to the Vendor’s Business or any
      other business conducted by the Purchaser as at the Closing
Date.

	 	 
	(2) 	
      The Employment Agreements to be executed between the
      Purchaser and the key personnel shall also contain a non-competition
      provision pursuant to which the key personnel will agree not to compete
      with the Purchaser for a period of two(2) years commencing on the date
      that the key personnel cease to be employees of the Purchaser, and that
      the key personnel will not be employed by, either directly or indirectly,
      carry on or be engaged or concerned or interested or assist any other
      person, corporation, and any other form of business association, which
      carries on any business that is directly competitive to the Vendor’s
      Business or any other business conducted by the Purchaser as at the
      Closing Date.



4.7 Independent Appraisal

On or before the Closing Date, the Purchaser shall obtain an
independent appraisal of the Assets (the “Independent Appraisal”). The
Independent Appraisal will be required by the Exchange. The Independent
Appraisal shall be conducted by a qualified appraiser of the assets and business
in the nature of the Assets and the Vendor’s Business and acceptable to each of
the Purchaser and the Vendor, both acting reasonably, and the Exchange.

ARTICLE 5 
CONDITIONS

5.1 Conditions for the benefit of the Purchaser

(1) The transfer by the acquisition by the Purchaser of the
Assets is subject to the following conditions which are for the exclusive
benefit of the Purchaser to be performed or complied with on or before the
Closing Date: 

(a) The representations and warranties
of the Vendors and the Shareholders set forth in Section 3.1 shall be true and
correct on the Closing Date with the same force and effect as if made at and as
of such time: 

(b)The Vendor and the Shareholders
shall have performed or complied with all if the terms, covenants and conditions
of this Agreement to be performed or complied with by the Vendor and the
Shareholders of or before the Closing Date;

15




(c) The Purchaser shall be furnished
with such certifications, affidavits or statutory declaration of the Vendor and
the Shareholders as the Purchaser may reasonably think necessary in order to
establish that the terms, covenants and conditions contained in this Agreement
to have been performed or complied with by the Vendor and the Shareholders as
the case may be, on or before the Closing Date have been performed and complied
with and that the representations and warranties of the Vendor and the
Shareholders herein given are true and correct on the Closing Date; 

(d) No material change with respect to
the Assets and the Vendor’s Business or the Shareholders shall have occurred
between the date of signing of this Agreement and the Closing Date; 

(e) All necessary steps and proceedings
shall have been completed on order for the Assets to be duly and regularly
transferred to and registered in the name 

(f) The execution, delivery and
performance by the Vendor of this Agreement and the consummation of the
transactions contemplated hereby shall have been duly authorized by all
necessary corporate action, including, without limitation, the consent and
approval of the requisite number or percentage of directors and Shareholders of
the Vendor; 

(g) The consummation of the
transactions contemplated hereby shall have been approved by the applicable
foreign investment regulatory agency or commission, and any other applicable
government or regulatory authority in Taiwan; 

(h) The Vendor shall have duly executed
and delivered the Bill of Sale and General Conveyance and shall have delivered
actual and physical possession of the Assets to the Purchaser or TransAKT Taiwan
on the direction of the Purchaser; 

(k) The Purchaser completes all due
diligence investigation, the result of which are satisfactory to the Purchaser
in its sole discretion; and 

(l) The form and legality of all
matters incidental to the transfer by the Vendor and the acquisition by the
Purchaser of the Assets shall be subject to the approval of the Purchaser’s
legal counsel, acting reasonably.

(2) In case any term or covenant of the Vendor and the
Shareholders or condition to be performed or complied with for the benefit of
the Purchaser on or before the Closing Date shall have been performed or
complied with on or before the Closing Date, the Purchaser may, without limiting
any other right that it may have, as its sole option, either;

16




(a) Rescind this Agreement by notice to
the Vendor and the Shareholder, and in such event the Purchaser shall be
released from all obligations here under or 

(b) Waive compliance with any such
term, covenant or condition in whole or in part on such terms as may be agreed
upon without prejudice to any of its right of rescission in the event of
non-performance of any other term, covenant or condition in whole or in
part;

and, if the Purchaser rescinds this Agreement pursuant to
Section 5.1(2)(a) and the term, covenant or condition for which the Purchase has
rescinded this Agreement was one that the Vendor and the Shareholders had
covenanted, pursuant to Section4.2(1), to ensure had been performed or complied
with, the Vendor and the Shareholders shall be jointly and severally liable to
the Purchaser for any losses, damages or expenses incurred by the Purchaser as a
result of such a breech; provided however that the Vendor and the Shareholders
shall not be liable for any punitive, incidental, consequential or special
damages arising therefrom.

5.2 Conditions for the Benefit of Vendor and the
Shareholders

(1) The transfer by the Vendor and the acquisition by the
Purchaser of the Asset are subject to the following conditions which are for the
exclusive benefit of the Vendor and the Shareholder to be performed or complied
with on or before the Closing Date;

a) The representations and warranties
of the Purchaser set forth in Section 3.3 shall be true and correct on the
Closing Date with the same force and effect as if made at and as of such time;


b) The Purchaser shall have performed
or complied with all of the terms, covenants and conditions of this Agreement to
be performed or complied with by the Purchaser on or before the Closing Date;


c) The Vendor and the Shareholders
shall be furnished with such certificates, affidavits or statutory declarations
of the Purchaser or of officers of the Purchaser as the Vendor may reasonably
think necessary in order to establish that the terms, covenants and conditions
contained in this Agreement to have been performed or complied with by the
Purchaser on or before the Closing Date have been performed and complied with,
and that the representations and warranties of the Purchaser herein given are
true and correct on the Closing Date; 

d) All necessary stops and proceedings
shall have been taken to permit the TransAKT Shares to be duly and
regularly issued to the Vendor; 

e) The TransAKT Shares shall have been
conditionally approved for listing by the Exchange, and subject to any other
conditions or restrictions imposed by the Exchange or any other applicable securities
regulatory authority; and 

17




f) The form and legality of all matters
incidental to the transfer by the Vendor and the acquisition by the Purchaser of
the Assets and issuance and listing of the TransAKT Share shall be subject to
the approval of the Vendor’s legal council, acting reasonably.

2) In case any term or covenant of the Purchaser or condition
to be performed or complied with for the benefit of the Vendor on or before the
Closing Date shall not have been performed or complied with on or before the
Closing Date, the Vendor may, without limiting any other right it may have, at
its sole option, either:

a) Rescind this Agreement by notice to
the Purchaser, and in such event the Vendor shall be released from all
obligations hereunder except for the loan pursuant to Section 4.7; or 

b) Waive complied with any such term,
covenant or condition in whole or in part on such terms as may be agreed upon
without prejudice to any of its rights of rescission its rights of rescission in
the event of non-performance of any other term, covenant or condition in whole
or in part; and if the Vendor, rescinds this Agreement pursuant to Section
5.2(2)(a) and the term, covenant or condition for which the Vendor has rescinded
this Agreement was one that the Purchaser had covenanted, pursuant to Section
4.3(1), to ensure had been performed to complied with, the Purchaser shall be
liable to the Vendor for any losses, damaged or expenses incurred by the Vendor
as the result breech; provided however that the Purchaser shall not be liable
for any punitive, incidental, consequential or special damages arising
therefrom.

ARTICLE 6
GENERAL

6.1 Further Assurances

The Purchaser, the Vendor and each of the Shareholders, on
their own behalf and on the behalf of the Vendor, shall from time to time
execute and deliver all such further documents and instrument and dl all acts
and thins such as the other party may, either before or after the Closing Date,
reasonably require to effectively carry out or better evidence or perfect the
full intent and meaning of this Agreement

6.2 Time of the Essence

Time shall be of the essence of this Agreement.

18




6.3 Commissions

The Vendor shall indemnify and save harmless the Purchaser from
and against any claims whatsoever for any commission or other remuneration
payable or alleged to be payable to any person in respect of the transfer of the
Assets, whether such person purports to act have acted for the Vendor or the
Purchaser in connection with the transfer of the Assets.

6.4 Legal and Accounting Fees

Each of the parties hereto shall pay their respective legal and
accounting costs and expenses incurred in connection with the preparation,
execution and delivery of this Agreement and all documents and instruments
executed pursuant hereto and any other costs and expenses whatsoever and
howsoever incurred.

6.5 Public Announcements

No public announcement or press release concerning the transfer
of Assets shall be made by the Vendor or the Purchaser without the prior consent
and joint approval of the Vendor and the Purchaser.

6.6. Benefit of the Agreement

This Agreement shall ensure to the benefit of and be binding
upon the respective heirs, executers, administrators, successors and permitted
assigns of the parties hereto.

6.7 Entire Agreement

This Agreement constitutes the entire agreement between the
parties, hereto with respect to the subject matter hereof and cancels and
supersedes any prior understandings and agreements between the parties hereto
with respect thereto, including without limitation that certain Assets Sale and
Purchase Agreement dated May 3, 2012 between the Vendor and the
Purchaser. There are no representations, warranties, terms, conditions,
undertakings or collateral agreements, express implied or statutory, between the
parties other than as expressly set forth in this Agreement.

6.8 Amendments and Waiver

No modification or amendment to this Agreement shall be valid
or binding unless set forth in writing and duly executed by all of the parties
hereto and no waiver of any breech of any term or provision of this agreement
shall be effective or binding unless made in writing, and signed by the party
purporting to give the same and, unless otherwise provided, shall be limited to
the specific breach waived.

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6.9 Assignment

This Agreement may not be assigned by any of the parties
hereto.

6.10 Notices

Any demand, notice or other communication to be given in
connection with this Agreement shall be given in writing and shall be given by
personal delivery, by registered mail or by electronic means of communication
addressed to the recipient as follows:

To the Vendor and the Shareholders:

VAT (Vendor)

Attention: CHEN YU-WEN

To the Purchaser:

TRANSAKT LTD.

Attention: JAMES WU

#115-6268 Spring Mountain RD. 

Las Vegas Nevada NV89146 

Fax: 403-266-5732 

Email: JAMES@TRANSAKTLTD.COM

Or to such other address, individual or electronic
communication number as may be designated by notice given by either party to the
other. Any demand, notice or communication given by personal delivery shall be
conclusively deemed to be given on the day of actual delivery thereof and, if
given by registered mail and, if given by electronic communication, on the day
of the transmittal thereof if given during the normal business hours of the
recipient and on the Vendors Business Day during which such normal business
hours next occur if not given during such hours on any day. If the party giving
any demand, notice or communication shall not be mailed but shall be given by
personal delivery or by electronic communication.

6.11 Government Law

This Agreement shall be governed by and construed in accordance
with the laws of the Taiwan, Republic of China Applicable therein.

20




6.12 Attornment

For the purpose of all legal proceedings this Agreement shall
be deemed to have been performed in the Province of Taiwan and the courts of the
Province of Taiwan shall have jurisdiction to entertain any action arising under
this Agreement. The parties each hereby attorns to the jurisdiction of the
courts of the Province of Taiwan.

IN WITNESS WHEREOF the parties have executed this Agreement on
the date first mentioned above.

	PURCHASER: 	 	VENDOR 
	TRANSAKT LTD 	 	VEGFAB AGRICULTURAL TECHNOLOGY CO.LTD
  
	 	 	 
	/s/ James Wu 	 	/s/
      Chen Yu Wen 
	James Wu 	 	Chen Yu Wen 
	 	 	 
	  	 	  
	Witness 	 	Witness 
	 	 	 
	  	 	  
	Witness 	 	Witness 


SCHEDULE “G” 
EXECLUDED ASSETS AND
LIABILITIES

	 	1) 	
      All outstanding accounts payable

	 	2) 	
      All outstanding accounts receivable

	 	3) 	
      All existing inventory

	 	4) 	
      Any and all outstanding debts whether short or long
      term

	 	5) 	
      Any liabilities associated with commitments not
      specifically accepted by the Purchaser in writing

	 	6) 	
      Cash, bank deposits, or
overdrafts



21




SCHEDULE “D”
FORM OF EMPLOYMENT AGREEMENT

EMPLOYMENT AGREETMENT

THIS AGREEMENT made this  3rd day  of    MAY , 2012 

BETWEEN

TransAKT Taiwan Co. Ltd., 
a
corporation carrying on business in the City of Taipei, in the Country of Taiwan

(Hereinafter called “TransAKT Taiwan”)

                                And

LIN MING TSUN,
an individual
residing in the City of MIAO-LI, In the Country of Taiwan
(Hereinafter
called the “Employee”)

(TransAKT Taiwan and the Employee are also referred to
individually as a Party” and collectively as the “Parties”)

WHEREAS the Parties are have caused TransAKT Taiwan to engage
the services of the Employee;

AND WHEREAS the Parties are desirous of entering into this
Agreement to outline to outline the terms and conditions applicable to the
employment of the Employee with TransAKT Taiwan;

NOW THEREFORE in consideration of the mutual covenants and
agreements contained in this Agreement (the receipt and sufficiency of which are
acknowledged by each of TransAKT Taiwan and the Employee), TransAKT Taiwan and
the Employee as follows:

ARTICLE 1
TERM OF EMPLOYMENT

1.1 Term

The term of the employee’s employment under this Agreement (the
“Term”) commences as of the date of this Agreement and continues until this
Agreement is terminated pursuant to Article 7.

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ARTICLE 2
EMPLOYEE’S DUTIES AND
RESPONSIBILITIES

2.1 General Duties and Responsibilities

The Employee agrees that he/she will faithfully, industriously
and to the best of his/her skill, ability, experience and talents, perform all
of the general duties and responsibilities as directed from time to time by the
management or directors of TransAKT Taiwan (collectively the “Services”).

2.2 Compliance with Procedures

In carry out the Service the Employee will comply with all
policies, procedures, rules and regulations of TransAKT Taiwan, both written and
oral, as they are changed and adopted from time to time, and carry out the
Services in a diligent, faithful and honest manner.

2.3 Directions

The Employee agrees to take directions and instructions from
the President of TransAKT Taiwan or from any person designated by the President
of TransAKT Taiwan.

2.4 No Constructive Dismissal

The employee acknowledges and agrees that the Services may be
changed by TransAKT Taiwan in its sole discretion without causing termination or
this Agreement. The Employee further acknowledges and agrees that in performing
the Services, the Employee may be required by TransAKT Taiwan to relocate and
that such relocation will not cause termination of this Agreement.

2.5 No Conflict

Throughout the Term, the Employee will serve TransAKT Taiwan
faithfully and to the best of his ability and will devote his full working time
and attention to the performance of the Services. The Employee further agrees
not to work on a part time or independent contracting basis for any other
business or enterprise during the Term without the prior written consent of
TransAKT Taiwan which shall not be unreasonably withheld. Should TransAKT Taiwan
grant such consent, the Employee further acknowledges and agrees that his
services to such third party must not create a conflict of interest or potential
conflict of interest vis-à-vis his duties and responsibilities to TransAKT
Taiwan. The Employee must immediately advise TransAKT Taiwan, in writing, of any
conflict of interest or potential conflict of interest, including but not
limited to the performance of service for a competitor of TransAKT Taiwan or the
performance services to a third party during the regular business hours of
TransAKT Taiwan.

23




2.6 Compliance with Laws

The Employee shall, in the performance of this Agreement,
comply with all applicable laws, regulations and orders of Canada and of any
province or political or territorial subdivision, including, but not limited to,
laws, regulations and orders pertaining to labour, wages, hours of work and
other similar provisions.

ARTICLE 3
DISPOSITION OF SECURITIES BY THE
EMPLOYEE

3.1 No Trade Period

The Employee covenants and agrees that he will not dispose of
or sell in the market any TransAKT Taiwan securities that the Employee
beneficially, directly or indirectly owns, or any TransAKT Taiwan securities
that the Employee exercises control or direction over, at any time while Trans
AKT Taiwan is in the process of completing a private placement or prospectus
financing (the “No Trade Period”). The No Trade Period commences upon the
issuance by TransAKT Taiwan of the press release disclosing such financing,
TransAKT Taiwan undertakes to promptly advise the Employee of the commencement
and termination of the No Trade Period.

3.2 Insider Trading

The Employee covenants and agrees to provide to TransAKT Taiwan
an insider trading report within ten(10) days of disposing of selling transAKT
Taiwan securities that the Employee beneficially, directly or indirectly owns or
TransAKT Taiwan securities that the Employee exercise control or direction
over.

ARTICLE 4
CONFIDENTIAL INFORMATION AND PROPRIETARY
RIGHTS

4.1 Confidential Information

For the purposes of this Agreements, “Confidential Information”
means any information, technology or technical data of or relating to TransAKT
Taiwan and its respective affiliates associates which is of a confidential and
proprietary nature, including but not limited to trade secret, know-how,
inventions, innovations, techniques, processes, formulas, drawings, designs,
products, systems, creations, expressions, improvements, computer programs,
documentation, data, specifications, operating instructions, service manuals,
technical reports, customer lists, financial information, sales and marking
plans and any other thing or documentation whatsoever, whether copyright or
copyrightable or patentable or unpatentable.

24




4.2 Permitted Use

The Employee shall not make use of the Confidential Information
other than as required for the performance of the Services under this
Agreement.

4.3 Exceptions

The Employee shall not, without the prior written consent of
TransAKT Taiwan, divulge or allow access to the Confidential Information to any
third party, except where; a) Such Confidential Information is available to the
public generally in the form disclosed; or b) Such disclosure of the
Confidential Information is compelled by applicable law.

4.4 Developments

For the purposes of this Agreement, “Developments” means any
part of the Confidential Information which is directly related to the business
of TransAKT Taiwan, and which the Employee either by himself or in conjunction
with any third party has conceived, made, developed, acquired, or acquired
knowledge of during his employment by TransAKT Taiwan or which the Employee,
either by himself or in conjunction with any third party, shall conceive, make
develop, acquire, knowledge of during the Term or at any time thereafter during
which he is employed by TransAKT Taiwan.

4.5 Ownership of Developments

All Development shall become and remain the sole and exclusive
property of TransAKT Taiwan, regardless of whether such Developments were
conceived, made, developed or acquired during the regular business hours of
TransAKT Taiwan or on the business premises of TransAKT Taiwan.

4.6 Assignment of Developments

The Employee irrevocably, exclusively and absolutely assigns
transfers and conveys to TransAKT Taiwan in perpetuity all world wide right,
title, and interest in and to any and all Developments, including but not
limited to the right to effects any registration in the world to protect the
foregoing rights. TransAKT Taiwan shall have the sole, absolute and unlimited
right throughout the world to protect the Development by patent, copyright,
industrial design, trademark, or otherwise and to make, have made, use,
reconstruct, repair, modify, reproduce, publish, distribute, and sell the
Developments, in whole or in part, or combine the Developments with any other
matter, or not use the Developments at all as TransAKT Taiwan see fit.

4.7 Waiver or Moral Rights 

The Employee irrevocably waives in favour of TransAKT Taiwan,
its successors, assigns and licenses, the Employee’s moral rights and those of
his employees and agents, if any, in all Developments created or produced pursuant to the Agreement.

25




4.8 Further Assurance

The Employee agrees that, both before and after the termination
of this Agreement, the Employee shall perform such further acts and execute and
deliver further instruments, writings, documents, and assurances (including,
without limitation, specific assignments and other documentation which may be
required anywhere in the world to register evidence of ownership of the rights
to assigned pursuant hereto) as TransAKT Taiwan shall reasonably require in
order to give full effect to the true intent and purpose of the assignment made
under Article 4.6

4.9 Survival

The provisions of this Article 4 shall survive termination of
this Agreement and endure to the benefit of and be binding upon the Parties
hereto, their respective heirs, executors, administrators, successors, assigns
and licenses.

ARTICLE 5
NON-COMPETITION AND NON-SOLICITATION

4.1 Non-Competition

Until two(2) years after the end of employment with TransAKT
Taiwan, the Employee will not, unless acting under this Agreement or with the
prior written consent of TransAKT Taiwan, directly or indirectly, own, manage,
operate, join, control, finance or participate in the ownership, management,
operation, control or financing of, or be connected as an officer, director,
employee, partner, principal, agent, representative, consultant, or otherwise
with or use or permit his name to be use in connection with, any business or
enterprise engaged in activities or operations that are in direct competition
with TransAKT Taiwan. It is recognized by the Employee that the business of
TransAKT Taiwan and the other subsidiaries or divisions of TransAKT Taiwan and
the Employees connection with these business, subsidiaries or divisions is or
will be international in scope, and that geographical limitations on this
non-competition covenant( and the non-solicitation covenant set forth in Article
5.2) are not appropriate.

5.2 Non-Solicitation

Until two (2) years after the end of employment with TransAKT
Taiwan, the Employee agrees that he will not, either directly or indirectly,
call on or solicit:

	a) 	
      Any person, who at the time of such termination was, or
      within five(5) years prior to such termination had been, a customer of
      TransAKT Taiwan, or any of its subsidiaries and affiliates with respect to
      the activities prohibited by Article 5.1; or



26





	b) 	
      The employment of any person who was employed by TransAKT
      Taiwan, or any of its subsidiaries and affiliates on a full or part-time
      basis at the time of the Employees termination of employment, unless such
      person (i) was involuntarily discharged by TransAKT Taiwan or such
      affiliate, or (ii) voluntarily terminated his relationship with TransAKT
      Taiwan or such affiliate prior to the Employee’s termination of
      employment.



5.3 Remedies

The Employee acknowledges and agrees that an actual or
threatened violation of the provision of this Article 5 will cause TransAKT
Taiwan immediate and irreparable harm, damage and injury, which cannot be fully
compensated by an award of damages or other remedies at law. Accordingly, in
addition to all other remedies available to TransAKT Taiwan, TransAKT Taiwan
shall be entitle to seek and procure specific performance of the obligations of
the Employee under this Agreement by injunction or any other remedy available at
law or in equity.

ARTICLE 6
COMPENSATION

6.1 Compensation

TransAKT Taiwan shall pay the Employee for the performance of
the Services provided for under this Agreement at the rates and on the terms and
conditions described in Schedule”A” attached to this Agreement.

ARTICLE 7
TERMINATION

7.1 Cause

Nothings in this Agreement shall be construed to prevent its
terminated by TransAKT Taiwan at any time for “cause”. For purposes of this
Agreement, ”cause” shall mean a breach or failure of the employee, of any of the
terms, or provisions of this Agreement to comply fully with the lawful
directives of TransAKT Taiwan any dishonesty, misconduct, self-dealing, misuse
of any corporate opportunity, conviction at any time of crime involving moral
turpitude, substance abuse, fraud (whether civil or criminal), misappropriation
of funds, disparagement of TransAKT Taiwan( or other management or employees),
or other proper cause, whether past, present or future, Such termination shall
be effected by delivery of notice by TransAKT Taiwan to the Employee and shall
be effective as of the date of such notice. TransAKT Taiwan’s liability, if any,
for payments to the Employee by virtue of any termination of the Employee’s
employment under this Agreement shall be reduced to the extent of any
earnings received for the benefit of the Employee during any unexpired part of
the Term.

27




7.2 Notices by TransAKT Taiwan 

To terminate the Employees employment under this Agreement,
TransAKT Taiwan shall give the Employee written termination notice equal to the
statutory minimum notice periods required.

7.3 Termination by Employee

The Employee may not terminate his employment with TransAKT
Taiwan for minimum of three years after which the Employee may terminate his
employment under this Agreement by providing at least one (1) month prior
written notice.

7.4 Obligations upon Termination

Upon termination of this agreement under Article 7.1 the
Employee shall immediately:

	(a) 	
      Cease to represent himself as providing any duties or
      services, including the Services, to TransAKT Taiwan and shall cease to
      use any documentation or advertising of TransAKT Taiwan and shall take all
      reasonable action as may be necessary to remove such; identification as a
      representative of TransAKT Taiwan; and

	 	 
	(b) 	
      Deliver up to TransAKT Taiwan all Confidential
      Information and Developments describe in Article 4 whether the same is in
      the Employee’s actual possession or under the Employee’s
  control.



ARTICLE 8
ARBITRATION

8.1 Dispute Resolution and Arbitration

The Parties shall attempt to resolve any disputes relation to
this Agreement through amicable and good faith discussions among their
representatives. For any disputes that may not be resolved within thirty (30)
days of such amicable and good faith discussions, either Party may serve notice
to the other Party requiring the matter to be referred to arbitration to be held
in Taiwan, in accordance with the Arbitration Act, R.S.A. 1980, c. A43.1. Any
final award rendered in such arbitration shall be final and binding upon both
Parties. 

ARTICLE 9
GENERAL

9.1 Severability

In the event that any provisions contained in this Agreement
shall be declared invalid, illegal or unenforceable by a court or other lawful authority of competent
jurisdiction, this Agreement shall continue in force with respect to the
enforceable provisions and all rights and remedies accrued under the enforceable
provisions shall survive any such declaration, and any non-enforceable provision
shall to the extent permitted by law be replaced by a provision which, being
valid, comes closest to the intention underlying the invalid, illegal
unenforceable provision.

28




9.2 Amendments in Writing

No amendment, modification or rescission of this Agreement
shall be effective unless set forth in writing and signed by the Parties or a
duly authorized representative of each Party.

9.3 Waiver

No provision under this Agreement shall be deemed waived and no
breach excused, unless such waiver or consent excusing the breach shall be in
writing and signed by the Party to be charged with such a waiver or consent. A
waiver by a Party of any provision of this Agreement shall not be construed as a
waiver of a further breach of the same provision.

9.4 Survival of Terms 

Any term of conditions of this Agreement are expressed to be
applicable or may extend beyond termination of this Agreement shall survive and
continue in full force and effect, except to the extent expressly set under this
Agreement.

9.5 Notices

All notices as required under this Agreement shall be provided
by registered mail or telecopies to the Parties at the addresses as follows:

	(a) 	To TransAKT Taiwan: 	  
	  	       
       No.3, Lane 141, Sec. 3, Beishen Rd., 	  
	  	       
       Shenkeng Township, 	  
	  	       
       Taipei County 222, Taiwan (R.O.C.) 	  
	  	  	  
	(b) 	To the Employee: 	  
	  	LIN MING TSUN 	HSIAO CHEN YI 
	  	LIN CHIA CHING 	CHOU JEN LIANG 
	  	LIN HSIEH TUNG 	  


29




For the purposes of this Agreement, “ Business Day” means a day
on which commercial enterprises are ordinarily open for business and excludes
Saturdays, Sundays, civic and statutory holidays. Any notice, direction or other
instrument shall, if delivered, be deemed to have been given and received on the
day on which it was so delivered, and if not a Business Day, then on the
Business Day next following the day of delivery. In the event of an interruption
in postal services, any notice, direction or other instrument shall, if mailed,
be deemed to have been given and received on the third Business Day following
the day that postal services resume. If for any reason, the method for giving
notice selected by a Party is impractical, that Party shall be obliged to select
an alternative method of giving notice. Any Party may change its address for
notice in the aforesaid manner. 

9.6 Time

Time shall be of the essence of this Agreement.

9.7 Further Assurances

Each Party will promptly execute and deliver to each remaining
Party such further documents and assurances and take such further action as such
remaining Party may reasonably request in order to more effectively carry out
the intent and purpose of this Agreement and to establish and protect the rights
and remedies created or intended to be created under this Agreement.

9.8 Headings

The headings in this Agreement are inserted for convenience of
reference only and shall not affect construction or interpretation of this
Agreement.

9.9 Governing Law 

This Agreement shall be governed by and construed and
interpreted in accordance with the laws of Taiwan, Republic of China.

9.10 Number and Gender

Wherever in this Agreement the masculine, feminine used, it
shall be construed as including all genders; and wherever the singular number is
used, it shall be deemed to include versa, where the context so requires.

9.11 Entire Agreement

This Agreement constitutes the entire agreement between the
Parties and there are no statements, representations, warranties, undertakings
or agreements, written or oral, express or implied between the Parties hereto
except as herein set forth in this Agreement.

30




9.12 Assignment

This Agreement may not be assigned to any third party by the
Employee without the express written consent of TransAKT Taiwan. Subject to this
paragraph 9.12, this Agreement and everything contained in this Agreement shall
ensure to the benefit of and be binding upon the Parties together with their
personal representatives, successors and permitted assigns, if any.

IN WITNESS WHEREOF the Parties have executed this
Agreement as of the day and year first above written.

	 	Per: 	
	 	 	
	 	 	 
	 	Per: 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	  
	Signature of Witness 	 	


31