Exhibit
10.13

     

    AGREEMENT

     

    THIS AGREEMENT, dated March
31, 2009, between ZipGlobal Holdings, Inc. (the “Company”) and Beasley Holdings
Limited (the “Buyer”)

     

    WHEREAS, on November 29, 2005,
the Company and Beasley Holdings Limited (“Beasley”) entered into a share
exchange agreement whereby Beasley became a wholly-owned subsidiary of the
Company.

     

    WHEREAS, on March 31, 2009,
the Company owes the Buyer an aggregate sum of $329,768.

     

    WHEREAS, Michael C. Lee, the
President, CEO and a Director of the Company, owns 2,510,240 shares of common
stock of the Company which constitutes 13.31% of the issued and outstanding
shares of the Company.

     

    WHEREAS, Zhong Hua Li, the
Chairman owns 3,330,746 shares of common stock of the Company which constitutes
19.38% of the issued and outstanding shares of the Company.

     

    WHEREAS, Hio Tong Ieong, the
Head of Asian Marketing and Sales of the Company, owns 4,207,746 shares of
common stock of the Company which constitutes 21.94% of the issued and
outstanding shares of the Company.

     

    WHEREAS, Messrs. Lee, Li and
Ieong (collectively, the “Sellers”) collectively own 55.10% of the issued and
outstanding shares of the Company.

     

    WHEREAS, the Sellers and the
Company deem it in the best interest of the Company to sell Beasley to the
Buyer.

     

    WHEREAS, the Sellers agree to
sell 100% of Beasley to the Buyer as permitted under Section 271(a) of the
Delaware Corporation Law.

     

    WHEREAS, the Company agrees to
sell all of the issued and outstanding shares of Beasley to the Buyer in
consideration of the Buyer forgiving all of the monies owed by the Company to
the Buyer.

     

    NOW THEREFORE, in
consideration of the Buyer forgiving the indebtedness owed the Buyer by the
Company and the representations, warranties and covenants stated herein, the
sufficiency and receipt of which is hereby acknowledged, the parties hereby
agree as follow.

     

    
      	
               
      

            	
              1.

            	
              The
      Company and the Sellers hereby agree to sell 100% of the issued and
      outstanding shares of Beasley to the Buyer on the Closing
      Date.

            


    

     

    
      	
               
      

            	
              2.

            	
              The
      Buyer hereby agrees to purchase 100% of the issued and outstanding shares
      of Beasley from the Company in consideration of the Buyer forgiving the
      Seller of all of the monies owed him by the
  Company.

            


    

     

    
      
         

      

      
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              3.

            	
              The
      parties herein confirm that the effective date of the transactions
      contemplated hereby was March 31, 2009 (the “Closing Date”) and such
      agreement is herein reduced to
writing.

            


    

     

    
      	
               
      

            	
              4.

            	
              The
      Company represents and warrants that it is a Delaware corporation in good
      standing.

            


    

     

    
      	
               
      

            	
              5.

            	
              The
      Company represents and warrants that the Company is authorized to enter
      into this Agreement and to consummate the transactions contemplated
      hereby.

            


    

     

    
      	
               
      

            	
              6.

            	
              The
      Company hereby represents and warrants that it owns 100% of the issued and
      outstanding securities of the
Company.

            


    

     

    
      	
               
      

            	
              7.

            	
              The
      Company hereby warrants that the execution and delivery of this Agreement
      and the consummation of the transactions contemplated hereby does not
      conflict or contravene any agreement of the Company or
      Beasley.

            


    

     

    
      	
               
      

            	
              8.

            	
              The
      Buyer represents and warrants that he is authorized to enter into this
      Agreement.

            


    

     

    
      	
               
      

            	
              9.

            	
              The
      Company and the Buyer covenant to take any and all necessary steps to
      consummate the transactions contemplated by this
  Agreement.

            


    

     

    
      	
               
      

            	
              10.

            	
              Upon
      the execution of this Agreement, the Buyer herein releases any and all
      claims, indebtedness and liabilities owed by the Company and Sellers to
      the Buyer.

            


    

     

    
      	
               
      

            	
              11.

            	
              Except
      as otherwise provided herein, this Agreement shall bind and inure to the
      benefit of and be enforceable by the parties hereto and their permitted
      successors and assigns.

            


    

     

    
      	
               
      

            	
              12.

            	
              Any
      notices, consents, waivers or other communications required or permitted
      to be given under the terms hereof must be in writing and will be deemed
      to have been delivered:  (i) upon receipt, when delivered
      personally; (ii) upon receipt, when sent by facsimile (provided
      confirmation of transmission is mechanically or electronically generated
      and kept on file by the sending party); or (iii) one (1) trading day after
      deposit with a nationally recognized overnight delivery service, in each
      case properly addressed to the party to receive the same.  The
      addresses and facsimile numbers for such communications shall
      be:

            


    

     

    If to the
Company:

    


    Michael
C. Lee

    99 Derby
Street

    Suite
200

    Hingham,
Massachusetts 02043

    Telephone:
(781) 556-1062

    


    If to the
Buyer:

    


    Hio Tong Ieong

    Flate A
13/F

    Delightful
Mansion

    54-50
Fort St.

    North
Point Hong Kong

     

    
      
         

      

      
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    or at
such other address and/or facsimile number and/or to the attention of such other
person as the recipient party has specified by written notice given to each
other party three (3) trading days prior to the effectiveness of such
change.  Written confirmation of receipt (A) given by the recipient of
such notice, consent, waiver or other communication, (B) mechanically or
electronically generated by the sender's facsimile machine containing the time,
date, recipient facsimile number and an image of the first page of such
transmission or (C) provided by a nationally recognized overnight delivery
service, shall be rebuttable evidence of personal service, receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.

     

    
      	
               
      

            	
              13.

            	
              GOVERNING LAW;
      JURISDICTION.
      THIS AGREEMENT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN
      ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, APPLICABLE TO
      AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT
      REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS.  THE BORROWER
      HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL
      COURTS LOCATED IN DELWARE WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS
      AGREEMENT, THE AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE
      TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY
      WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT
      OR PROCEEDING.  BOTH PARTIES FURTHER AGREE THAT SERVICE OF
      PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY
      RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR
      PROCEEDING.  NOTHING HEREIN SHALL AFFECT EITHER PARTY’S RIGHT TO
      SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.  BOTH
      PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR
      PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS
      BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER.  THE
      PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER THIS AGREEMENT
      SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING ATTORNEYS’ FEES,
      INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH
      DISPUTE.

            


    

     

    
      	
               
      

            	
              14.

            	
              None
      of the parties hereto will hereafter enter into any agreement, which is
      inconsistent with the terms granted to the parties in this Agreement
      unless mutually agreed to.

            


    

     

    
      	
               
      

            	
              15.

            	
              Nothing
      herein expressed or implied is intended or shall be construed to confer
      upon or give to any person or entity, other than the parties to this
      Agreement and their respective permitted successor and assigns, any rights
      or remedies under or by reason of this
  Agreement.

            


    

     

    
      	
               
      

            	
              16.

            	
              AS
      A MATERIAL INDUCEMENT FOR THE BUYER AND SELLER TO ENTER INTO THIS
      AGREMENT, THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL
      PROCEEDING RELATED IN ANY WAY TO THIS AGREEMENT AND/OR ANY AND ALL OF THE
      OTHER DOCUMENTS ASSOCIATED WITH THIS
  TRANSACTION.

            


    

     

    
      
         

      

      
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              17.

            	
              This
      Agreement (including any recitals hereto) set forth the entire
      understanding of the parties with respect to the subject matter hereof,
      and shall not be modified or affected by any offer, proposal, statement or
      representation, oral or written, made by or for any party in connection
      with the negotiation of the terms hereof, and may be modified only by
      instruments signed by all of the parties
hereto.

            


    

     

    
      	
               
      

            	
              18.

            	
              This
      Agreement may be signed via facsimile and in counterpart which taken
      together will be considered a duly and fully executed
      Agreement.

            


    

     

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    IN WITNESS WHEREOF, this
Agreement is hereby executed by the undersigned as of the date
hereof.

     

    
      
        
          
            
              	 
      	
                      THE
      COMPANY:

                    
	 
      	 
      
	 
      	
                      /s/ Michael C. Lee

                    
	 
      	
                      Name:
      Michael C. Lee

                    
	 
      	 
      
	 
      	
                      Title:  President,
      CEO and Director

                    
	 
      	 
      
	 
      	
                      THE
      BUYER:

                    
	 	 
	 
      	
                      /s/ Hio Tong Ieong

                    
	 
      	
                      Name:
      Hio Tong
Ieong

                    


            

          

        

      

    


    
      
         


      

      
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