CONSULTING SERVICES AGREEMENT September 15, 2005
Exhibit
10.7
September
15, 2005
PERSONAL
AND CONFIDENTIAL
Shanxi
Kai Da Lv You Gu Wen You ▇▇▇▇ ▇▇▇▇ Si
E
▇▇▇▇ ▇▇▇▇ Site, 44 Hong Guang Road
Xi’An,
P.R.China
Attn:
Ke,
▇▇▇▇ ▇▇▇
Dear
Ms.
Ke,
This
service agreement ("Agreement") confirms the terms and conditions of the
engagement of ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇ (collectively the "Retainees")
by
Shanxi Kai Da Lv You Gu Wen You ▇▇▇▇ ▇▇▇▇ Si (the
"Company") to render certain consulting services to the Company in connection
with the Company's plans to shift their accounting systems to a format that
is
consistent with United States GAAP (Generally Accepted Accounting Principles),
and related upgrades and modifications to management training and business
plan
development that will more readily integrate with United States
GAAP.
| 1. |
Services.
Retainees agree to perform the following
services:
|
| (a) |
Advise
and assist the Company in the conversion of its financial reporting
systems, including its projected financial statements, to a format
that is
consistent with United States GAAP (Generally Accepted Accounting
Principles);
|
| (b) |
Review
and advise the Company on all documents and accounting systems relating
to
its finances and transactions, with the purpose of bringing such documents
and systems into compliance with United States
GAAP;
|
| (c) |
Advise
and assist the Company with the design and preparation of a business
plan
in a format generally consistent with the financial standards applicable
in the United States;
|
| (d) |
Advise
and assist the Company with redesigning its capital structure, consistent
with United States GAAP and usual and customary business practices
for
companies similar to the Company;
|
| (e) |
Advise
and assist with the preparation of English-version marketing materials
for
the Company’s products;
|
| (f) |
Provide
necessary consulting services and support as an international liaison
for
Company to third-party service providers, including coordination amongst
the Company and their related attorneys and
CPAs;
|
| (g) |
Provide
management training to the senior management of the Company, pertaining
to
usual and customary practices for U.S. companies with business plans
similar to the Company’s business plan;
|
| (h) |
Advise
and train the Company on compliance filings with the United States
Securities and Exchange Commission, including Forms 10-QSB, 10-KSB,
and
8-K and ▇▇▇▇▇ filing of the same;
|
| (i) |
Assist
the Company in planning and conducting a dinner show which is going
to be
held at the theme park of the Company, including but not limited to,
selecting suppliers, managing performance teams, performance quality
controls;
|
| (j) |
Perform
such other services as the Company and Retainees shall mutually agree
to
in writing.
|
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2. Fees.
The
Company agrees to pay Retainees for their services a consulting service fee
of
400,000 shares of the Company's freely tradable common stocks ("Service Fee")
upon signing this Agreement.
3. Term.
The
term of this Agreement shall commence on
September 15, 2005 and end on
September 15, 2006 (the "Term"). This Agreement may be renewed upon mutual
written agreement of the parties hereto. The Company may terminate this
agreement with 45 days prior written notice to Retainees. However, any
obligation pursuant to this Paragraph 3, and pursuant to Paragraphs 2 (payment
of fees), 5 (governing law), 8 (non-disclosure) and 9 (miscellaneous) hereof,
shall survive the termination or expiration of this Agreement.
4. Matters
Relating to Engagement.
The
Company acknowledges that Retainees have been retained solely to provide the
services set forth in this Agreement. In rendering such services, Retainees
shall act as independent contractors, and any duties of Retainees arising out
of
its engagement hereunder shall be owed solely to the Company.
The
Company acknowledges that Retainees are consultants engaged in providing
consulting services. The Company acknowledges and agrees that in connection
with
the performance of Retainees' services hereunder (or any other services),
Retainees will not be providing the Company with legal, tax or accounting advice
or guidance (and no advice or guidance provided by Retainees to the Company
should be construed as such) and that Retainees will not hold themselves out
to
be advisors as to legal, tax, accounting or regulatory matters in any
jurisdiction.
The
Company recognizes and confirms that in performing their duties pursuant to
this
Agreement, Retainees will be using and relying on data, material, and other
information furnished by the Company, a third party provider, or their
respective employees and representatives (“the Information”). The Company will
cooperate with Retainees and will furnish Retainees with all Information
concerning the Company and any financial information or organizational or
transactional information which Retainees deems appropriate, and Company will
provide Retainees with access to the Company's officers, directors, employees,
independent accountants and legal counsel for the purpose of performing
Retainees' obligations pursuant to this Agreement. The Company hereby agrees
and
represents that all Information furnished to Retainees pursuant to this
Agreement shall be accurate and complete in all material respects at the time
provided, and that, if the Information becomes materially inaccurate, incomplete
or misleading during the term of Retainees' engagement hereunder, the Company
shall promptly advise Retainees in writing. Accordingly, Retainees assume no
responsibility for the accuracy and completeness of the Information. In
rendering their services, Retainees will be using and relying upon the
Information without independent verification evaluation thereof.
5. Governing
Law and Consent to Jurisdiction.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Florida, including its conflict of laws provisions. Any dispute arising
from or in connection with or in respect of the interpretation or application
of
this Agreement shall be submitted to one arbitrator appointed by the American
Arbitration Association. The Arbitration will be conducted in compliance with
the rules and procedures of the American Arbitration Association. The award
of
such arbitration shall be final and have binding force over each party, and
judgment on such arbitration award may be entered in any court of competent
jurisdiction.
6. No
Brokers.
The
Company represents and warrants to Retainees that there are no brokers,
representatives or other persons which have an interest in compensation due
to
Retainees from any services contemplated herein.
7.
Authorization.
The
Company and Retainees represent and warrant that each has all requisite power
and authority, and all necessary authorizations, to enter into and carry out
the
terms and provisions of this Agreement and the execution, delivery and
performance of this Agreement does not breach or conflict with any agreement,
document or instrument (including contracts, ▇▇▇▇▇, agreements, records and
wire
receipts, etc.) to which it is a party or bound.
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8. Non-disclosure
All the
Terms and Conditions set forth in this contract are regarded as Confidential
Subject Matter. Both
Retainees and the Company agree to hold in confidence all Confidential Subject
Matter; to not disclose any Confidential Subject Matter to any third party;
to
use Confidential Subject Matter solely for the Project; and to disclose such
Confidential Subject Matter only to individuals within receiving Party’s
organization that are directly involved with the Project on a need-to-know
basis.
Unless
otherwise specified in writing, all Confidential Subject Matter remains the
disclosing Party's property. Upon request of the disclosing Party, the receiving
Party agrees to return or destroy all Confidential Subject Matter received
from
the disclosing Party, except for one copy, which the receiving Party may keep
solely to monitor its obligations under this Agreement. The party
that
violates the term hereto shall indemnify the other party for any damage
therefore arises.
9. Miscellaneous.
This
Agreement constitutes the entire understanding and agreement between the Company
and Retainees with respect to the subject matter hereof and supersedes all
prior
understandings or agreements between the parties with respect thereto, whether
oral or written, express or implied. Any amendments or modifications must be
executed in writing by all parties. This Agreement and all rights, liabilities
and obligations hereunder shall be binding upon and inure to the benefit of
each
party’s successors but may not be assigned without the prior written approval of
the other party. If any provision of this Agreement shall be held or made
invalid by a statute, rule, regulation, decision of a tribunal or otherwise,
the
remainder of this Agreement shall not be affected thereby and, to this extent,
the provisions of this Agreement shall be deemed to be severable. This Agreement
may be executed in any number of counterparts, each of which shall be deemed
to
be an original, but such counterparts shall, together, constitute only one
instrument. The descriptive headings of the Paragraphs of this Agreement are
inserted for convenience only, do not constitute a part of this Agreement and
shall not affect in any way the meaning or interpretation of this
Agreement.
If
all
parties agree in writing, they can make supplementary agreements for those
unsettled issues between them, which signed writings will be binding on all
parties.
Please
confirm that the foregoing correctly sets forth our agreement by signing below
in the space provided and returning this Agreement to Retainees for execution,
which shall constitute a binding agreement as of the date first above
written.
Thank
you. We look forward to a mutually rewarding relationship.
▇▇▇▇▇
▇▇▇▇▇▇▇
(Individually)
By:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name:
▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇
(Individually)
By:
/s/ ▇▇▇▇▇▇▇ ▇▇▇
Name:
▇▇▇▇▇▇▇ ▇▇▇
AGREED
TO
AND ACCEPTED
AS
OF
September 15, 2005
Shanxi
Kai Da Lv You Gu Wen You ▇▇▇▇ ▇▇▇▇ Si
By:
/s/ Ke, ▇▇▇▇ ▇▇▇
Name:
Ke,
▇▇▇▇ ▇▇▇
Title:
President
AGREED
TO
AND ACCEPTED
AS
OF
September 15, 2005
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