Exhibit 10.30
CONSULTING AND MANAGEMENT AGREEMENT
Consulting and Management Agreement ("Agreement") entered into on this
27th day of June 2007 by and between Sense Holdings, Inc. ("Company") and CDI
Shanghai Management Co., Ltd. ("Consultant").
W I T N E S S E T H:
A. Sense Holdings, Inc. is a company duly organized under the laws of the
Florida.
B. CDI Shanghai Management Co., Ltd. is Chinese company of limited
liabilities.
C. Company desires to engage Consultant for advice as it relates to mergers
and/or acquisitions and general business consulting services in the Asia
region.
D. Company has been made available to the resources and services of Consultant
since April 1, 2007 (the "Commencement Date"). Company has and will
continue to depend on the Consultant for advice as it relates to consulting
services in the Asia region.
E. At Commencement Date, both Company and Consultant agreed that a consulting
fee would be determined at a future date for consulting services rendered
by Consultant.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement, the parties hereto agree as follows:
1. Consulting Services.
a Upon the terms and subject to the conditions contained in this Agreement,
Consultant hereby agrees that, during the term of this Agreement, will
undertake the performance of services as outlined in this Agreement.
b Upon the terms and subject to the conditions contained in this Agreement,
Consultant hereby agrees that as of April 1, 2007 and throughout the term of
this Agreement, Consultant will continue to support the Company in the
following areas:
1. Identify suitable mergers and acquisition candidates in the
United States
2. Perform due diligence on potential mergers and acquisition candidates
3. Assist in the negotiation and consummation of a potential transaction
4. Translation of documents
5. Evaluation and structure of potential mergers and acquisitions
2. Term. This Agreement shall be for a term of six (6) months, commencing April
1, 2007 and expiring September 30, 2007.
3. Compensation. Company shall pay the following compensation to Consultant
and/or its designees in consideration for services which have been provided
since April 1, 2007 and will continue to be rendered through the duration of
this Agreement:
a Company shall pay to Consultant an advisory fee of 5,000,000 shares of
Company common stock.
4. Breach of Contract. The sole remedy of this contract in respect of any
material breach of this Agreement by Consultant shall be to terminate this
Agreement upon the giving of thirty (30) days' prior written notice, but no such
termination shall affect the fees payable pursuant to Paragraphs 3 hereof.
5. Indemnification. Consultant shall not be liable to the Company or to any
officer, director, employee, stockholders, or creditor of the Company, for any
act or omission in the course of or in connection with the provision of advice
or assistance hereunder. The Company agrees to and shall defend, indemnify and
hold Consultant harmless from and against any and all suits, claims, demand,
causes of action, judgment damages, expenses and liability (including court
costs and attorney's fees paid in the defense of Consultant) which may in any
way result from services provided by Consultant pursuant to or in connection
with this Agreement.
6. Entire Agreement. This Agreement contains the entire agreement among the
parties with respect to the subject matter hereof and supersedes all prior
agreements, written or oral, with respect thereto.
7. Waivers and Amendments. This Agreement may be amended, modified, superseded,
cancelled, renewed or extended, and the terms and conditions hereof may be
waived, only by a written instrument signed by the parties or, in the case of a
waiver, by the party waiving compliance. No delay on the part of any party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any waiver on the part of any party of any right, power or
privilege hereunder, nor any single or partial exercise of any right, power or
privilege hereunder, preclude any other or further exercise thereof or the
exercise of any other right, power or privilege hereunder. The rights and
remedies herein provided are cumulative and are not exclusive of any rights or
remedies which any party may otherwise have at law or in equity.
8. Governing Law. This Agreement shall be governed and construed in accordance
with the laws of the State of Florida applicable to agreements made and to be
performed entirely within such State.
9. Severability of Provisions. The invalidity or unenforceability of any term,
phrase, clause, paragraph, restriction, covenant, agreement or other provision
of this Agreement shall in no way affect the validity or enforcement of any
other provision or any part thereof.
10. Counterparts. This Agreement may be executed in any number of counterparts,
each of which when so executed, shall constitute an original copy hereof, but
all of which together shall consider but one and the same document.
11. Other Activities. Nothing contained herein shall prevent Consultant from
acquiring or participating in a transaction of any kind with any other entity
proposed by Consultant to be acquired by COMPANY. Such transaction may be
acquired at a price and upon terms and conditions more or less favorable than
those offered to COMPANY.
12. Disclaimer. Consultant acknowledges that he has relied upon the information
provided by COMPANY. Consultant has in entering into this Agreement, relied on
the warranties or representations made by COMPANY its officers, directors,
agents, legal counsel or accountants concerning COMPANY and/or its stock as to
matters past, present or future.
13. Natural Disaster. In the event that any obligation of either party is
prevented or delayed by circumstances of natural disaster, such party will be
excused from any failure to perform any such obligation under this Agreement to
the extent that such failure is caused by any such circumstances.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
above written.
Sense Holdings, Inc. CDI Shanghai Management Co., Ltd.
/s/ Dore Perler /s/ Xiawen Zhunag
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[Sign name] [Sign name]
Dore Perler Xxxxxxx Xxxxxx
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[Print name] [Print name]
CEO General Manager
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[Title] [Title]
6.27.2007 6.27.2007
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[Date] [Date]
