ex4_33.htm


    
      

    


    Exhibit
      4.33

    STOCK
      REPURCHASE AGREEMENT AND RELEASE

    


    This
      Agreement is dated as of December
      __, 2005, and is by and among CHOI CHEE MING (a/k/a FRANCIS CHOI and hereinafter
      referred to as “Choi”), and BAYWOOD INTERNATIONAL, INC., a Nevada
      corporation (“Baywood”).

    


    Background

     

    Choi
      is the record and beneficial owner
      of the following securities (collectively, the “Securities”) issued by
      Baywood: (1) 800,000 shares of Class E preferred stock, with Stated Value
      (therein defined) of $800,000; (2) 5,625 shares of Class F preferred stock,
      with
      Stated Value (therein defined) of $450,000; and (3) 7,301,587 shares of common
      stock in certificated form.  In addition to the Securities, this
      Agreement pertains equally to $270,294 of dividends or interest, whether payable
      in cash, shares of capital stock, or a combination of cash and stock, in respect
      of the Class E and/or Class F preferred stock (such amount is herein referred
      to
      as the “Contingent Payment Amount”).

    


    Choi
      heretofore served demand upon
      Baywood to have the shares of Class E preferred stock be redeemed by the
      Company, as is provided in the instruments setting forth the terms of the Class
      E preferred stock.  Thereafter, the parties were in a dispute and
      disagreement regarding various matters, including the terms of the preferred
      stock.

    


    Choi
      and Baywood desire to compromise
      amounts claimed by one or another of them, to end all relationships between
      them
      as shareholder (and/or creditor), on the one hand, and issuer (and/or debtor),
      on the other hand.

    


    Agreement

    


    In
      consideration of the premises and
      for other valuable consideration, the sufficiency and receipt of which is hereby
      acknowledged, the parties to this Agreement hereby agree as
      follows:

    


    1.           Upon
      the execution of this Agreement by both parties, Baywood or its designee(s)
      shall pay Choi US$350,000 by wire transfer of immediately available funds to
      Choi’s bank account, using the wiring instructions set forth on Schedule
      A. Contemporaneous with such payment, Choi will cause the Securities and
      any
      certificates representing the Securities to be assigned, transferred, conveyed,
      and delivered to the Company or its assigns.  All certificates or
      instruments representing or evidencing the Securities shall be delivered to
      the
      Company or its assigns and shall be in suitable form for transfer by delivery,
      and will be accompanied by stock powers in the form of Exhibit A attached
      hereto, duly executed by Choi, to the extent necessary.  In the event
      that certificates representing any of the Securities, which are typically
      represented by certificates and were not otherwise dematerialized and placed
      in
      book-entry form, are unable to be located, Choi shall deliver to the Company
      an
      Affidavit of Missing Certificates in respect thereof, duly endorsed, in the
      form
      attached as Exhibit B.  The Contingent Payment Amount is no
      longer owed by the Company to Choi or any of his affiliates, assignees or
      designees under any circumstances.

    


    2.           In
      addition to the payment described in Section 1, Baywood shall pay Choi
      US$150,000 at the earlier of such time as Baywood (i) achieves positive
      stockholders’ equity measured as of the last day of each fiscal quarter and as
      reflected on a balance sheet prepared in accordance with accounting principles
      generally accepted in the United States and, to the extent Baywood is at the
      time still an entity required to file periodic reports with the Securities
      and
      Exchange Commission (“Commission”) under the Securities Exchange Act of
      1934, audited by an independent public accounting firm, or (ii) sells, in one
      or
      more related transactions, all or substantially all of its assets or Baywood
      shall merge with another entity and Baywood shall not be the entity that
      survives such merger.  The parties acknowledge that as of September
      30, 2005, Baywood’s balance sheet, as included in its quarterly report on Form
      10-QSB filed with the Commission, reflected a total stockholders’ deficit of
      $(3,388,184).  By way of example and for purposes of clarification,
      the parties intend that, subject to the foregoing sentences in this Section
      2, in the event Baywood’s balance sheet reflects, for any reason, positive
      stockholders’ equity in the amount of $90,000 (without at any other time after
      the date hereof having had a positive stockholders’ equity), Baywood would be
      required to pay Choi the amount of US$90,000, thereby leaving unpaid hereunder
      the sum of $60,000.  If thereafter (and assuming the $90,000 had been
      paid) Baywood’s balance sheet reflected a positive stockholders’ equity of
      $150,000, Baywood would be required to pay Choi an additional $60,000, whereupon
      Baywood shall have performed in full all of its obligations
      hereunder.  If Baywood shall for any reason not be required to file
      periodic reports with the Commission (or if it shall for any reason fail to
      file
      such reports even though required to do so), Baywood shall deliver to Choi,
      not
      later than 45 days after the end of each fiscal quarter, a balance sheet as
      of
      the end of the prior fiscal quarter setting forth total stockholders’ equity (or
      deficit, as the case may be).  Any payment under this Section 2
      shall be due and payable on the 60th day following (a) in the case of positive
      stockholders’ equity, the last day of the fiscal quarter in respect of which the
      payment became due and (b) in the case of the sale of all or substantially
      all
      of Baywood’s assets or a merger in which Baywood is not the survivor, the date
      of such sale or merger (as the case may be).  Any payment not paid
      when due shall bear interest on the unpaid amount at the rate of 12% per
      annum.  Except as provided in the immediately preceding sentence,
      interest shall not accrue or be or become payable in respect of any amount
      hereunder.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3.           Effective
      upon completion of the events set forth in Section 1, each party hereto
      fully and forever releases and discharges the other party and the other party’s
      affiliates from any and all claims, demands, actions, causes of action,
      obligations, defaults, costs, expenses, damages, losses and liabilities of
      whatever kind or nature whatsoever in law, equity or otherwise (whether real
      or
      contingent or known or unknown), which directly or indirectly relate to or
      arise
      under or in connection with the transfer of the Securities, the terms or
      provisions of any of the Securities, the ownership of the Securities, the
      Contingent Payment Amount, or any other matter that relates to the ownership
      of
      the Securities and the rights, privileges, duties and obligations that arise
      from or relate to the issuance or ownership of the Securities or any of the
      Securities, or which relate in any manner to the Contingent Payment
      Amount.  Furthermore, Choi forever releases and discharges Baywood,
      its stockholders, officers, directors and agents from any and all claims,
      demands, actions, causes of action, obligations, costs, expenses, damages,
      losses and liabilities of whatever kind or nature whatsoever in law, equity
      or
      otherwise, which directly or indirectly relate to or arise under or in
      connection with the creation of Baywood’s Series G Preferred Stock, Baywood’s
      Annual Meeting of Stockholders held on November 17, 2005 or any actions taken
      in
      respect of matters proposed to the stockholders at such Annual Meeting of
      Stockholders.  For clarification, it is the intention of the parties
      that, except to the limited extent set forth in Section 2 above, the parties
      hereto shall have no further relationship, direct or indirect, to one another
      with respect to, arising out of or from, or otherwise pertaining in any manner
      or to any extent, the Securities or the issuance or ownership thereof and that
      they hereby settle all matters existing between them as a consequence of the
      Securities or any matters related to ownership thereof.  As used in
      this Section 3, the term “affiliates” means and includes a party’s
      officers, directors, shareholders, representatives, agents, related entities,
      predecessors and successors.

    


    4.           By
      entering into this Agreement, the parties hereto agree and understand that
      this
      is a compromise and settlement of disputed claims and that there is no
      implication or admission of liability or wrongdoing whatsoever by any party
      with
      respect to the issues in dispute or in respect of any of the
      claims.  The parties further agree and understand that by entering
      into this Agreement, the existence and execution of this Agreement shall not
      be
      considered, nor be offered or received into evidence or otherwise filed or
      lodged in any proceeding, except as may be necessary to prove the terms of
      this
      Agreement or to enforce this Agreement, nor may it be considered or deemed
      admissible as an admission by any party of any liability, wrongdoing, error,
      or
      violation of law.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    5.           Knowing
      and understanding that the Company will rely on the following information as
      an
      inducement to repurchase the Securities and to determine the applicability
      of
      various securities laws and for certain other purposes, Choi hereby represents
      and warrants to the Company as follows:

    


    (a)           He
      is the legal and beneficial holder of the Securities he is represented to own
      as
      set forth in the recitals of this Agreement and such Securities have not been
      pledged as security for any outstanding indebtedness or otherwise subject to
      any
      lien or encumbrance.

    


    (b)           He
      has the requisite authority to execute and deliver this Agreement to the Company
      and to perform his obligations hereunder.  This Agreement constitutes
      a valid and binding obligation of Choi, enforceable against him in accordance
      with its terms.

    


    6.           Miscellaneous.

    


    (a)           Each
      party hereto agrees to do all acts and things and to make, execute, and deliver
      such written instruments as shall from time to time be reasonably required
      to
      carry out the terms and provisions of this Agreement.

    


    (b)           This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective heirs, personal representatives, successors and
      assigns.  No party may assign or transfer his, her, or its rights or
      obligations under this Agreement without the prior written consent of the other
      party hereto, except that Baywood shall have the right to assign or delegate
      its
      right to receive any of the Securities to any individual(s) or one or more
      entities, subject only to the assignee’s payment of the amount set forth in
Section 1.

    


    (c)           All
      Schedules and Exhibits referred to in and attached to this Agreement are hereby
      incorporated by reference into, and made a part of, this
      Agreement.  This Agreement contains the entire agreement and
      understanding between the parties hereto with respect to the subject matter
      hereof and supersedes all prior and contemporaneous agreements, understandings,
      inducements, and conditions, express or implied, oral or written, of any nature
      whatsoever with respect to the subject matter hereof.  The express
      terms hereof control and supersede any course of performance and/or usage of
      the
      trade inconsistent with any of the terms hereof.  This Agreement may
      not be modified or amended other than by an agreement in writing signed by
      the
      party or parties to be bound.

    


    (d)           This
      Agreement and all questions relating to its validity, interpretation,
      performance, and enforcement shall be governed by and construed, interpreted,
      and enforced in accordance with the laws of the State of Arizona.

    


    (e)           Each
      party hereto shall bear its or his own costs and expenses (including the fees
      and disbursements of counsel and accountants) incurred in connection with the
      negotiation and preparation of and the closing under this Agreement, and all
      matters incident thereto.  In the event of any claim, controversy or
      dispute arising out of or relating to this Agreement, or the breach thereof,
      the
      prevailing party shall be entitled to recover reasonable attorneys' fees
      incurred in connection with any court proceedings.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    (f)           This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed to be an original as against any party whose signature appears thereon,
      and all of which shall together constitute one and the same
      instrument.  This Agreement shall become binding when one or more
      counterparts hereof, individually or taken together, shall bear the signatures
      of the parties reflected hereon as the signatories.  Any photographic
      or xerographic copy of this Agreement, with all signatures reproduced on one
      or
      more sets of signature pages, shall be considered for all purposes as if it
      were
      an executed counterpart of this Agreement. Signatures may
      be given by facsimile or other electronic transmission, and such signatures
      shall be fully binding on the party sending the same.

    


    (g)           Each
      of the parties to this Agreement acknowledges and agrees that the parties’
respective remedies at law for a breach or threatened breach of any of the
      provisions of this Agreement would be inadequate and, in recognition of that
      fact, agrees that, in the event of a breach or threatened breach of the
      provisions of this Agreement by any other party, then in addition to any
      remedies at law, each other party, without posting any bond, shall be entitled
      to obtain equitable relief in the form of specific performance, a temporary
      restraining order, a temporary or permanent injunction or any other equitable
      remedy which may then be available.

    


    (h)           Each
      party hereto acknowledges that it was represented by legal counsel (or had
      the
      opportunity to be represented by legal counsel) in connection with this
      Agreement and that such party and his or its counsel have reviewed and revised
      this Agreement, or have had an opportunity to do so, and that any rule of
      construction to the effect that ambiguities are to be resolved against the
      drafting party shall not be employed in the interpretation of this Agreement
      or
      any amendments or any Exhibits or Schedules hereto or thereto.

    


    (i)           The
      provisions of this Agreement are independent of and severable from each other,
      and no provision shall be affected or rendered invalid or unenforceable by
      virtue of the fact that for any reason any other or others of them may be
      invalid or unenforceable in whole or in part.   Further, if a
      court of competent jurisdiction determines that any provision of this Agreement
      is invalid or unenforceable as written, such court may interpret, construe,
      rewrite or revise such provision, to the fullest extent allowed by law, so
      as to
      make it valid and enforceable consistent with the intent of the
      parties.

    


    


    [This
      space intentionally left blank.  Signature page
      follows.]


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be duly
      executed.

    


    


    
      	 	 
	 	
              CHOI
                CHEE MING (a/k/a FRANCIS CHOI)

            
	 	 
	 	
              BAYWOOD
                INTERNATIONAL, INC.

            
	 	 
	 	 
	 	 
	 	
              Neil
                Reithinger,

            
	 	
              President
                & C.E.O.

            


    

    


    


    [Signature
      page to Stock Repurchase Agreement and Release]


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    Exhibit
      A

    


    ASSIGNMENT
      SEPARATE FROM CERTIFICATE

    


    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers __________ shares
      of the capital stock of BAYWOOD INTERNATIONAL, INC., a Nevada corporation (the
      “Company”), to the Company or its assigns, which shares are represented by
      Certificates No. _____, standing in the name of the undersigned on the books
      of
      the Company.  The undersigned hereby irrevocably constitutes and
      appoints Neil Reithinger as its attorney-in-fact to transfer said capital stock
      on the books of the Company with full power of substitution in the
      premises.

    


    Dated:  December
      __,
      2005

    


    
      	 	
              CHOI
                CHEE MING (a/k/a FRANCIS CHOI)

            
	 	 
	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Exhibit
      B

    


    AFFIDAVIT
      OF MISSING STOCK CERTIFICATES

    


    1.           I
      am an adult resident of the Hong Kong, China and am competent to testify as
      to
      the matter stated herein.

    


    2.           I
      am the owner, either of record or beneficially or both, of the Securities issued
      by Baywood International, Inc., a Nevada corporation (the “Corporation”), which
      Securities are described in more detail in that certain Stock Repurchase
      Agreement and Release dated December __, 2005, between the undersigned and
      the
      Corporation (the “Agreement”).  The Securities include shares of the
      Corporation’s common stock represented by Certificate No. __, Class “E”
preferred stock represented by Certificate No. ___, and Class “F” preferred
      stock represented by Certificate No. __.  Certain of the Securities
      may or may not be represented by a stock certificate, but the undersigned has
      been unable to locate any such stock certificate (and such stock certificates
      as
      have been issued in respect of the Securities and specifically identified above
      are collectively referred to herein as the “Certificates”).

    


    3.           I
      have not endorsed any of the Certificates and no person has been empowered
      to
      endorse any Certificate.  Neither any of the Certificates nor any of
      my rights thereunder have, in whole or in part, been assigned, transferred,
      hypothecated, pledged or other­wise disposed of, and I am entitled to the
      full and exclusive possession of the Certificates.

    


    4.           Each
      Certificate, assuming that it was issued by the Corporation, was either lost,
      destroyed, stolen, or misplaced among my personal papers and effects, and a
      diligent search has failed to reveal the missing Certificates.

    


    5.           For
      the purpose of correcting the stock transfer records of the Corporation with
      respect to the cancellation of the Certificates in order to transfer Securities
      pursuant to the Agreement, I agree to surrender immediately to the Corporation
      the missing Certificate or Certificates should it or they hereafter be located
      and to indemnify the Corporation for any losses it may sustain as a result
      of
      the transfer of the shares represented by the Certificates pursuant to the
      Agreement, if and only if the Corporation establishes that any of the
      Certificates were heretofore issued and duly delivered to the
      undersigned.

    


    Intending
      to be legally bound, I have executed this Affadavit on the date set forth
      below.

    


    Dated:
      December                                           ,
      2005

    


    
      	 	 
	 	
              CHOI
                CHEE MING (a/k/a FRANCIS CHOI)

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      A

    


    


    Beneficiary
      Bank : Hang Seng Bank Ltd

    Beneficiary
      Bank Address : Kwun Tong Branch, 70 Yu Man Square, Kwun Tong,

    Kowloon,
      Hong Kong

    Beneficiary
      Name : Choi Chee Ming

    Account
      No. : 024-269-085338-888