EXHIBIT 99.1
CONSULTING AND MANAGEMENT AGREEMENT
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Consulting and Management Agreement ("Agreement") made this 22nd day of
November 2006 by and between SENSE HOLDINGS, INC., a Florida corporation
("SEHO"), and CHINA DIRECT INVESTMENTS, INC., a Florida corporation located at
0000 X. Xxxxxxx Xxx, Xxxxx 000 Xxxx Xxxxx, XX 00000 ("CDI" or the "Consultant").
W I T N E S S E T H:
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X. XXXX desires to engage the services of Consultant. SEHO will look to the
Consultant to seek and identify a suitable business partner operating with in
the People Republic of China. Furthermore SEHO will look to the Consultant for
advice as it relates to general business affairs and customs in the People
Republic of China.
Consultant is desirous of performing such services on behalf of SEHO.
B. 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 he shall, 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 he shall, during the term of this
Agreement, will support the Company in the following areas:
1. General business consulting
2. Assist with translation of documents (Chinese/English)
3. Identification, evaluation and structure of potential mergers and
acquisitions
4. Advice on corporate structure and capital events (i.e. divestitures,
spin-offs joint ventures)
5. Evaluate and assess potential sources of investment capital
2. TERM. The Agreement shall be in effect through December 31, 2006. All
compensation shall be earned as of December 31, 2006. This Agreement may be
extended for an additional twelve (12) months by SEHO upon the mutual agreement
of both SEHO and the Consultant.
3. COMPENSATION. SEHO shall pay the following compensation to Consultant in
consideration for the services to be rendered hereunder:
x. XXXX shall issue Consultant 5,000,000 shares of restricted Common
Stock, $0.10 par value (the "Shares").
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b. Award Fees. This agreement provides for the payment of discretionary
award fees to be paid to China Direct Investments, Inc. and/or its designees. At
the mutual agreement of Sense Holdings, Inc. and China Direct Investments, Inc.
and/or its designees, Sense Holdings, Inc. can pay to Consultant fees in either
cash or other marketable securities.
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 China Direct Investments, Inc. 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 China Direct
Investments, Inc.) which may in any way result from services provided by China
Direct Investments, Inc. pursuant to or in connection with this Agreement.
6. TERMINATION. Either party may 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.
7. SUBCONTRACTORS. This Agreement shall be assignable by Consultant solely
upon the consent of Consultant. SEHO acknowledges that from time to time,
Consultant may enlist a subcontractor to perform some of the services provided
to Customer. In the event services to be performed as outlined in this Agreement
are subcontracted to a third party, the third party shall accept responsibility
for the performance of such activities. Consultant will cease to bear any
responsibility related to the performance of subcontracted services; however the
Consultant will act as liaison between the subcontractor and SEHO, to monitor
the performance of services to be provided by any third party.
8. 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.
9. 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.
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10. 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.
11. 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.
12. 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.
13. 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 SEHO. Such transaction may be acquired
at a price and upon terms and conditions more or less favorable than those
offered to SEHO.
14. DISCLAIMER. Consultant acknowledges that he has relied upon the
information provided by SEHO. Consultant has in entering into this Agreement,
relied on the warranties or representations made by SEHO, its officers,
directors, agents, legal counsel or accountants concerning SEHO and/or its stock
as to matters past, present or future.
15. 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.
16. NOTICES. All notices to be given hereunder shall be in writing, with fax
notices being an acceptable substitute for mail and/or and delivery to:
Consultant: Sense Holdings, Inc.:
Xxxxx Xxxx, PhD. Dore Perler
CEO, Eastern Operations CEO
China Direct Investments, Inc. 0000 XX 000XX XXXXXX, XXXXX 000
0000 X. Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxx Xxxxx, XX 00000 XXXXXXX, XX 00000
000.000.0000 phone Tel. (000) 000-0000
000.000.0000 Fax
xxxxx@xxxx.xxx email
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
above written.
SENSE HOLDINGS, INC. CHINA DIRECT INVESTMENTS, INC.
/s/ Dore Perler /s/ Xxxxx Xxxx
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[Sign name] [Sign name]
Dore Perler Xxxxx Xxxx
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[Print name] [Print name]
CEO CEO, Eastern Operations
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[Title] [Title]
11/22/2006 11/22/2006
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[Date] [Date]
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