Management CONSULTING SERVICES AGREEMENT
THIS AGREEMENT is made as of the 8th day of June, 2004.
BETWEEN:
CHINA HEALTH HOLDING INC., OR its Nominee a company
incorporated in Nevada USA, having an office at Park Place #
3400 - 000 Xxxxxxx Xx., Xxxxxxxxx, X.X. Xxxxxx, X0X 0X0
(Hereinafter called "CHHI")
OF THE FIRST PART
AND:
XxxxXxx Xx having an office at Dept. of Philosophy
X.X.Xxx0000 Xxxxxxx, X.X.Xxxxx, 000000
(hereinafter called "Yu")
OF THE SECOND PART
WHEREAS:
A. CHHI to retain YU to assist CHHI in providing management consulting services
to CHHI, a company incorporated in Nevada USA.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
the covenants and agreements herein contained the parties hereto agree as
follows:
1. APPOINTMENT OF YU
1.1 CHHI hereby retains YU to assist CHHI in providing management consulting
services to CHHI in PR China and abroad as may from time to time be
required with respect to CHHI, as more particularly described as Schedule A
hereto.
1.2 YU agrees to devote sufficient time as may be necessary and to employ its
best efforts to faithfully and industriously perform the services as
described in Schedule A hereto.
1.3 In performing its management services hereunder, YU shall be an employee of
CHHI.
2. LIMITATIONS ON ACTIVITIES
2.1 YU recognizes and agrees that securities laws, regulations and policies in
the U.S. and , PR China and British Columbia and elsewhere limits the
allowable scope of management activities and prohibit certain activities.
Notwithstanding any other provision of this agreement, YU agrees that:
1
(a) It will not engage in any activity in contravention of the law,
regulation or policy of any body having jurisdiction in any other
jurisdiction in which it conducts management activities on behalf of
CHHI.
3. TERM
3.1 The term of this agreement shall commence June 1th, 2004 and shall continue
for 2 years, where this agreement may be reviewed for any reason, or, the
duties, time commitments and compensation may be adjusted by mutual
consent.
4. COMPENSATION
4.1 CHHI shall pay for the management services rendered hereunder the sum of
$US1,000 per month, payable on the first day of each subsequent month,
commencing June 1st, 2004. The management services fees will be reviewed
and possibly increased after 6 months.
4.2 YU shall be granted a call from CHHI on 150,000 shares of CHHI's capital
stock at a price of 10 cents USD per share, which will be exercisable until
June 1, 2006, and, or, thirty (30) days after the termination of this
Agreement. Upon payment of 10 cents USD per share for the number of shares
being called CHHI will deliver. for the number of shares requested, up to a
total of 150,000 shares, and will either transfer, if possible, such shares
to a brokerage account of YU's choice or provide YU with the requisite
number of share certificates in a form necessary to render those
certificates freely transferable and negotiable. CHHI will also furnish or
execute any further documents that may reasonably be required to complete
this share transfer.
4.3 YU shall also be reimbursed for its actual out-of -pocket expenses incurred
pursuant to this agreement, such expenses to be paid within 30 business
days of invoice. All invoices shall be supported by appropriate evidence of
the expenses referred to therein. Any individual expense item, other than
telephone invoices, in excess of $200 shall first be approved by CHHI.
5. CONFIDENTIALITY
5.1 YU will keep confidential any information not otherwise readily available
from public sources which it obtains from CHHI. Upon termination of this
agreement, YU shall return to CHHI all data, information and other written
material regarding CHHI obtained by YU from in connection with the
performance of its services hereunder.
6. NOTICE
6.1 Any notice or other communication or instrument required or permitted to be
given or delivered hereunder shall be in writing and shall be well and
sufficiently given or delivered if enclosed in a sealed envelope and
addressed to the party to receive same at its address as set forth on the
first page of this agreement, and in each case delivered personally or
mailed by registered mail.
Any notice so given or delivered shall be conclusively deemed to have been
given when delivered, if delivered personally, or 72 hours following the
mailing of same, if mailed by registered mail.
2
7. RESPONSIBILITIES OF CHHI
7.1 CHHI will, with YU's assistance, provide YU with CHHI corporate materials
which include, but not limited to:
- a PowerPoint company presentation
- a broker/investor due diligence package
- a media package
- a one page corporate profile
- a brochure
7.2 CHHI will try to provide the material timely.
7.3 CHHI agrees to broadcast major material events regarding CHHI over the news
wire in addition to normal disclosure requirements.
7.4 CHHI agrees to provide appropriate corporate background material to
"Material Events" at the same time as the events are made public. The
background to these events may be delivered in the form of a briefing.
8. GENERAL
8.1 This agreement may only be amended in writing duly executed by the parities
hereto.
8.2 Wherever possible, each provision in this agreement shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision shall be prohibited by or be invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this agreement.
8.3 Time shall be of the essence of this agreement.
8.4 This agreement shall be deemed to be made in the Province of British
Columbia, and shall be construed in accordance with and governed by the
laws of said Province.
8.5 This agreement shall endure to the benefit of and be binding upon the
parties to this agreement and their respective heirs, executors,
administrators, successors, and assigns.
IN WITNESS WHEREOF the parties hereto have caused these presents to be duly
executed as of the day and year first above written.
The Common Seal of )
CHINA HEALTH HOLDING INC. )
Was hereunto affixed in the )
presence of: ) c/s
3
/s/ Xxxxxxxx Xx
--------------------------------, Julianna Xxxxx Xx, The President
)
)
--------------------------------
)
)
)
The Common Seal of
XxxxXxx Xx )
was hereunto affixed in the )
presence of:
)
c/s
/s/ XxxxXxx Xx
--------------
XxxxXxx Xx
)
--------------------------------- )
--------------------------------------------------------------------------------
SCHEDULE A
YU agrees to provide the following management services, subject to the specific
terms of the agreement to which this Schedule is attached:
1. New Products Research and Development
2. Contracting GMP standard manufacturing setup
3. PR China Market and Public Relationship
4
