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Transition Services Agreement

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Sectors: Food, Beverages and Tobacco
Governing Law: New York, View New York State Laws
Effective Date: December 31, 2009
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This TRANSITION SERVICES AGREEMENT (this "AGREEMENT"), dated as of December 31, 2009, by and among CAPSTONE CAPITAL GROUP I, LLC., a Delaware limited liability company ("CCGI"), CAPSTONE BUSINESS CREDIT, LLC, a Delaware limited liability company ("CBC"), Capstone Capital Management, Inc., a Delaware corporation ("CAPSTONE MANAGEMENT") and Capstone Trade Partners, Ltd. ("CAPSTONE TRADE", and together with "CCGI", "CBC" and "Capstone Management", collectively "CAPSTONE"), and JONING CORP., a Nevada corporation ("JONING").


WHEREAS, Capstone and Joning are parties to those four certain Assignment and Assumption Agreements, dated December 30, 2009 (collectively, the "ASSIGNMENTs") pursuant to which Capstone assigned their right, title and interest in and to the Loans under the Loan Documents (as more fully described in the Assignments) to Joning (capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Assignments);

WHEREAS, the parties have determined that it is not possible for all of the rights and obligations of the Loans to be conveyed by Capstone to Joning on the date of the Assignments (hereinafter referred to as the "CLOSING DATE"); and

WHEREAS, Capstone has agreed, in connection with the transactions contemplated by the Assignments, to provide those services, employees and facilities reasonably necessary for Joning's business during the transitional period following the date hereof.

NOW, THEREFORE, in consideration of the mutual covenants, agreements and promises herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

Section 1. Provision of Transition Services. For the purpose of facilitating an orderly transition of the Loans following the Closing Date from Capstone to Joning, Capstone shall provide Joning the following (the "TRANSITION SERVICES"):

(a) Personnel and Office Space. Until such time as Joning is a fully
operating, publicly reporting and/or publicly traded company, Capstone
shall provide personnel, office supplies, office equipment, office
space and any other materials required for the performance of Joning's

Section 2. Term. Capstone shall provide the Transition Services to Joning commencing on the Closing Date and until December 31, 2010 or at any such time prior to December 31, 2010 by a writing signed by the parties hereto.

Section 3. Payment and Reimbursement. Joning shall pay or reimburse Capstone for all costs and expenses reasonably incurred in connection with the Transition Services.
Section 4. Indemnification. Joning hereby agrees to indemnify, defend and save Capstone and its present and future officers, directors, members, affiliates, employees, controlling persons, agents, representatives, successors and assigns forever harmless from and against such liabilities (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, deficiencies, demands, claims, suits, actions, or causes of action,
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