ADVISOR AGREEMENT
This
Advisor Agreement (the “Agreement”) effective April 14, 2006 (the “Effective
Date”) is made by and between China Kangtai Cactus Bio-Tech Inc. (the “Company”)
and Avenndi Limited Liability Company(“Avenndi”).
A.
Services.
Avenndi
shall provide to the Company the services set forth in paragraph 1 of Exhibit
A
in accordance with the terms and conditions contained in this
Agreement.
B.
Term.
Unless
terminated in accordance with the provisions of Section E hereof, the services
provided
by Avenndi to the Company shall be performed during the period set forth in
paragraph 2 of Exhibit A.
C.
Payment
for Service Rendered. For
providing the Advisor services as defined therein, the Company
shall pay Avenndi the consideration described in paragraph 4 of Exhibit
A.
D.
Nature
of Relationship. Avenndi
is an independent contractor. Avenndi will not act as an agent nor
shall
it be deemed an employee of the Company for the purposes of any income tax
withholding, FICA taxes, unemployment benefits, insurance coverage or otherwise.
Avenndi shall not enter into any agreement or incur any obligations on the
Company’s behalf, or commit the Company in any manner without the Company’s
prior written consent.
E.
Termination.
Either
party hereto may terminate this Agreement at their respective convenience
upon
5
days written notice and mutual agreement of both parties.
F.
Miscellaneous.
1.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of California.
The parties consent to personal jurisdiction of the federal and state courts
within California and service of process being effected by registered mail
sent
to the address set forth at the end of this Agreement.
2.
This
Agreement may not be and shall not be deemed or construed to have been modified,
amended, rescinded, canceled or waived in whole or in part, except by written
instruments signed by the parties thereto. No failure on the part of either
party to exercise, and no delay in exercising, any right or remedy there under
shall operate as a waiver thereof; nor shall any single or partial exercise
of
any right or remedy there under preclude any other or further exercise thereof
or the exercise of any other right or remedy granted thereby or by any related
document or by law.
3.
This
Agreement, including Exhibit A attached hereto and made a part hereof,
constitutes and expresses
the entire agreement and understanding between the parties. All previous
discussions, promises,
representations and understandings between the parties relative to this
Agreement, if any, have been merged into this document. The terms and provisions
of this Agreement shall be binding on and inure to the benefit of the parties,
their heirs, legal representatives, successors and assigns.
4.
Avenndi will be relying on the accuracy and reliability of the statements,
data,
and information provided
by the Company. Avenndi has not been engaged to perform accounting services
and
will not perform a formal compilation, review or audit on any financial
statements, forecasts or other data provided by the Company.
IN
WITNESS WHEREOF, the parties have executed this Advisor Agreement as of the
date
set forth above.
Avenndi,
LLC
By:
________________
Xxxx
X.
Xxxxxxx, Managing Director
Date:
April 14, 2006
By:_____________________________
XxxxxXxx
Xxxx, General
Manager
Date:
April 14, 2006
EXHIBIT
A
1.
Description of Services; Avenndi
shall study the Company’s business activities, attributes, key value drivers and
related industry sectors to develop a corporate profile and executive summary
clearly communicates the Company’s strategy and growth potential. Avenndi shall
collaborate with management and its advisors to develop the Company’s corporate
materials to accord with the new positioning. In addition, Avenndi will
recommend various corporate strategies and or actions aimed to improve the
Company’s overall business image and value.
Avenndi
will be responsible for assisting in the developing the following documentation
as part of this engagement. Such documentation will be developed based upon
information, statements provided by management or provided by Avenndi and agreed
upon, reviewed, and approved by management for inclusion.
Deliverables:
Strategic
Positioning Analysis: a Power Point Presentation reviewing strategic positioning
options,
suggested strategic initiatives, and overall recommendations with respect to
developing a
strong
business profile.
Company
Overview: a 1-2 page summary
Information
Memorandum: 9-11 pages (may be longer with appendix) discussing the overall
business
opportunity, business description, and a discussion of overall business model
and related
business units. Let them know this will be concise and too the point. Anything
longer is just
fluff and not needed.
Power
Point Summary: a side presentation of the overall business
opportunity
Website
Makeover: recommendations on text and enhancements for an English version
website.
The text and messaging of the new website will need to be repositioned to fit
the Company’s
improved positioning.
2.
Timeframe
The
initial time frame agreed upon for services to be performed is 6-8 weeks and
may
be extended by mutual written agreement.
3.
Avenndi shall report to: Xx. XxxxxXxx Xxxx, General Manager; and Mr. Jinjiang
Wang, CEO and Chairman
of the Board.
4.
Consideration for services:
Avenndi
will receive a consulting fee of $5,000 USD and 6,000 S-8 shares.
⑀ An
initial cash payment of $3,000 and issuance of stock by April 21st
2006.
⑀ A
final
payment of $2,000 USD will be paid within 0-4 weeks of completion and delivery
of the final
materials or by June 30th.
| Initials: | |
| Avenndi, LLC | China Kangtai Cactus Bio-Tech Inc. |
| Xxxx Xxxxxxx, Managing Director | XxxxxXxx Xxxx, General Manager |
