Executive Management SERVICES AGREEMENT
THIS AGREEMENT is made as of the 1st of June, 2004.
BETWEEN:
CHINA HEALTH HOLDING INC., OR its Nominee a company incorporated in
Nevada USA, having an office at Park Place Suite 3400 - 000 Xxxxxxx
Xxxxxx, Xxxxxxxxx, XX Xxxxxx X0X 0X0
(Hereinafter called " CHHI")
OF THE FIRST PART
AND:
Julianna Xxxxx Xx. or NOMINEE, having an office at Sheraton Suite le
Soleil Vancouver, Suite # 609, Xxxxxxxxx, XX Xxxxxx X0X 0X0
(hereinafter called " X.X. EXECUTIVE Executive")
OF THE SECOND PART
WHEREAS:
A. CHHI to retain X.X. EXECUTIVE 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 X.X. EXECUTIVE
1.1 CHHI hereby retains X.X. EXECUTIVE to assist CHHI in providing management
consulting services to CHHI in USA, Canada and abroad as may from time to
time be required with respect to CHHI, as more particularly described as
Schedule A hereto.
1.2 X.X. EXECUTIVE 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, X.X. EXECUTIVE shall be an
Executive Employee of CHHI.
2. LIMITATIONS ON ACTIVITIES
2.1 X.X. EXECUTIVE recognizes and agrees that securities laws, regulations and
policies in the U.S. and British Columbia and elsewhere limits the
allowable scope of management activities and prohibit certain activities.
Notwithstanding any other provision of this agreement, X.X. EXECUTIVE
agrees that:
(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 1st of May 2004, 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
$US 8,000 per month, payable on the first day of each subsequent month,
commencing May 1st, 2004. Every 6 months, the management services will be
reviewd and possibly increase 30% to 50% accordingly by CHHI.
4.2 X.X. EXECUTIVE shall be granted a call from CHHI on 2,500,000 shares of
CHHI's capital stock at a price of 10 cents USD per share, which will be
exercisable until June 1st, 2009, 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 2,500,000 shares, and will either
transfer, if possible, such shares to a brokerage account of X.X.
EXECUTIVE's choice or provide X.X. EXECUTIVE 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 X.X. EXECUTIVE 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 X.X. EXECUTIVE will keep confidential any information not otherwise readily
available from public sources which it obtains from CHHI. Upon termination
of this agreement, X.X. EXECUTIVE shall return to CHHI all data,
information and other written material regarding CHHI obtained by X.X.
EXECUTIVE 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.
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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.
7. RESPONSIBILITIES OF CHHI
7.1 CHHI will, with X.X. EXECUTIVE's assistance, provide X.X. EXECUTIVE 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
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/s/ Xxxxxxxx Xx , Xxxxxxxx ( Xxxxx) Lu, The Chairman & CEO
)
)
)
)
)
)
)
)
The Common Seal of )
Julianna (xxxxx) Lu Executive Management )
was hereunto affixed in the )
presence of: ) c/s
/s/ Xxxxxxxx Xx
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Julianna (Xxxxx) Lu
)
)
Date and signatory: )
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SCHEDULE A
X.X. EXECUTIVE agrees to provide the following management services, subject to
the specific terms of the agreement to which this Schedule is attached:
1. The day to day Executive Management roles for A E&E Pharma Corporation as
the functions of:
1. The Chairman and CEO, and
2. The Director, and
3. The Treasurer, and
4. The Secretary
2. Global Business Strategy and Planning and Exercising
3. Global Products Strategy and Development and Marketing and Distributions
4. Global Financing Strategy and Development
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