CHINA HEALTH HOLDING, INC.
(NASDAQ OTCBB: CHHH)
CORPORATE DEVELOPMENT
CONSULTING SERVICES AGREEMENT
THIS AGREEMENT is made as of the 9th day of Febuary, 2007.
BETWEEN: CHINA HEALTH HOLDING INC., (or its Nominee), a company incorporated in
Nevada USA, having Business Address at 000 Xxxxxxxxxx Xxxxxx Xxxxx,
Xxxxx 000, Xxx Xxxxx, XX 00000-0000 XXX, and a Canada/Mailing Address
at Park Place # 600 - 000 Xxxxxxx Xx., Xxxxxxxxx, X.X. Xxxxxx, X0X 0X0
(Hereinafter called "CHHH ( OTCBB NASDAQ)")
OF THE FIRST PART
AND: Xx. Xx, Xiaofei , having an office for business located at 110-601,
Da-You-Bei-Xx, Xxx-Xxxx District, Beijing, P. R. China
(Hereinafter called the "Consultant")
OF THE SECOND PART
WHEREAS:
A. CHHH ( OTCBB NASDAQ) wishes to retain and appoint the Consultant as
President of CHHH (OTCBB NASDAQ) to provide global corporate development
consulting services to CHHH ( OTCBB NASDAQ) in China and worldwide.
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 THE PRESIDENT
----------------------------
CHHH ( OTCBB NASDAQ) hereby retains and appoints the Consultant to serve as
President of CHHH (OTCBB NASDAQ) to provide global corporate management
development consulting services to CHHH ( OTCBB NASDAQ) in China and worldwide
as may from time to time be required with respect to CHHH ( OTCBB NASDAQ), and
as more particularly described on Schedule A hereto.
1.1 The Consultant agrees to devote sufficient energy, time, performance and
results as may be necessary and to employ his best efforts to faithfully
and industriously perform the services as described in Schedule A
hereto.
1.2 In rendering his global corporate management development consulting
services hereunder, the Consultant shall be serve in the capacity of the
President of CHHH ( OTCBB NASDAQ).
2. LIMITATIONS ON ACTIVITIES
-------------------------
2.1 The Consultant recognizes and agrees that securities laws, regulations
and policies in the U.S.A., Canada, PR China and elsewhere limits the
allowable scope of management activities and prohibit certain
activities. Notwithstanding any other provision of this agreement, the
Consultant agrees that he will not engage in any activity in
contravention of the law, regulation or policy of any body having
jurisdiction in any jurisdiction in which he conducts marketing and
promotional activities on behalf of CHHH ( OTCBB NASDAQ).
3. TERM
-----
3.1 The term of this agreement shall commence on February 9, 2007 and shall
continue for two (2) years, terminating on February 8, 2009, with an
initial review after six (6) months and annual reviews, at which times
this agreement may be revised and adjusted for any reason, or the
duties, time commitments and compensation may be adjusted and revised by
mutual consent. Either party may terminate this agreement with one (i)
month advance notice with or without reason.
4. COMPENSATION
-------------
4.1. Monthly Compensation - CHHH (OTCBB NASDAQ) agrees to pay the Consultant
a monthly compensation of $18,000 USD effective as of January 1, 2007,
with such compensation accruing as a loan to the Company with interest
of 10%, until such time as the Company has closed a financing.
4.2 Warrants - CHHH (OTCBB NASDAQ) hereby agrees to issue to the Consultant
a warrant to purchase 4,000,000 shares of common stock of the Company,
which shall be exercisable at a price of $0.20 and which shall be
exercisable until February 8, 2012; or, thirty (30) days after the
termination of this Agreement.
5. CONFIDENTIALITY
----------------
5.1. The Consultant agrees to keep confidential any information not otherwise
readily available from public sources which it obtains from CHHH ( OTCBB
NASDAQ). Upon termination of this agreement, the Consultant shall return
to CHHH ( OTCBB NASDAQ) all data, information and other written material
regarding CHHH ( OTCBB NASDAQ) obtained by the Consultant from the
Company in connection with the performance of its services hereunder.
6. NONCOMPETION and NONSOLICITATION
6.1 Consultant recognizes that the services to be performed by him pursuant
to this Agreement are special, unique and extraordinary. The parties
confirm that it is reasonably necessary for the protection of the
Company's goodwill that Consultant agree, and accordingly, Consultant
does hereby agree and covenant (the "Covenant Not to Compete"), that
Consultant will not, directly or indirectly, except for the benefit of
the Company:
(i) become an officer, director, more than 2% stockholder, partner,
associate, employee, owner, proprietor, agent, creditor,
independent contractor, co-venturer or otherwise, or be
interested in or associated with any other corporation, firm or
business engaged in the same or any similar business competitive
with that of the Company (including the Company's present and
future subsidiaries and affiliates) as such business shall exist
on the day hereof and during the term of this agreement; or
(ii) solicit, cause or authorize, directly or indirectly, to be
solicited for or on behalf of himself or third parties from
parties who were customers of the Company (including the
Company's present and future subsidiaries and affiliates) at any
time during the term of this Agreement, any business similar to
the business transacted by the Company with such customer; or
(iii) accept or cause or authorize, directly or indirectly, to be
accepted for or on behalf of himself or third parties, business
from any such customers of the Company (including the Company's
present and future subsidiaries and affiliates) that is similar
to the business transacted by the Company with such customer; or
(iv) solicit, or cause or authorize, directly or indirectly, to be
solicited for employment for or on behalf of himself or third
parties, any persons who were at any time during the term
hereunder, employees of the Company (including the Company's
present and future subsidiaries and affiliates) (except for
general solicitations made to the public at large); or
(v) employ or cause or authorize, directly or indirectly, to be
employed for or on behalf of himself or third parties, any such
employees of the Company (including the Company's present and
future subsidiaries and affiliates); or
(vi) use the tradenames, trademarks, or trade dress of any of the
products of the Company (including the Company's present and
future subsidiaries and affiliates); or any substantially
similar tradename, trademark or trade dress likely to cause, or
having the effect of causing, confusion in the minds of
manufacturers, customers, suppliers and retail outlets and the
public generally.
7. INDEMINITY
----------
The Consultant agrees to indemnify and hold harmless CHHH: OTCBB NASDAQ,
its officers, directors, shareholders, agents and representatives against and
from, and shall compensate and reimburse CHHH: OTCBB NASDAQ and its officers,
directors, shareholders, agents and representatives for any and all claims,
demands, actions, suits, proceedings, assessments, judgments, damages, costs,
losses and expenses, including any payment made in good faith in settlement of
any claims, arising directly or indirectly our of resulting directly or
indirectly from any breach of this Agreement.
8. NOTICE
-------
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.
9. RESPONSIBILITIES OF CHHH ( OTCBB NASDAQ)
----------------------------------------
a. CHHH (OTCBB NASDAQ) will provide the Consultant with CHHH ( OTCBB
NASDAQ) corporate information and materials as request and required in
connection with the Consultants performance of the services hereunder.
b. CHHH ( OTCBB NASDAQ) agrees to broadcast major material events
regarding CHHH ( OTCBB NASDAQ) over the news wire in addition to
normal disclosure requirements.
c. CHHH ( OTCBB NASDAQ) 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.
10. GENERAL
--------
a. This agreement may only be amended in writing duly executed by the parities
hereto.
b. 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.
c. Time shall be of the essence of this agreement.
d. This agreement shall be deemed to be made in the State of Nevada, USA, and
shall be construed in accordance with and governed by the laws of said
Province.
e. This agreement shall endure to the benefit of and be binding upon the THE
PRESIDENT to this agreement and their respective heirs, executors,
administrators, successors, and assigns.
IN WITNESS WHEREOF the THE PRESIDENT hereto has 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
/s/ Julianna Lu____________, Xxxxxxxx Xx, the CEO and Chairman/Director
)
/s/ Xiao Fei Yu___________, XxxxXxx Xx, Director
CHINA HEALTH HOLDING INC.
Date: Feb.9th, 2007
------------------------------ )
)
)
)
The Common Seal of
Xx. Xx, Xiaofei )
was hereunto affixed in the )
presence of:
)
c/s
Xx. Xx, Xiaofei
Signatory:
)
)
/s/ Xiao Xxx Xx
-----------------------
Date: February 9th 2007
SCHEDULE A
The Consultant agrees to provide the following management services, subject to
the specific terms of the agreement to which this Schedule is attached:
1. Assist the Company with global development and strategic planning;
2. Assist the Company with establishing global strategic partnerships and
business development/partnerships in PR China;
3. Assist the Company with identifying PR China Pharmaceutical acquisitions
candidates (with quality assets, revenue and GMP facilities and drugs pipeline);
4. Assist the Company with the closing and completion of targeted acquisitions
deals, including, but not limited to, assisting the Company with the completion
of legal and financial due diligence in connection with the Company's PR China
acquisitions deals;
