Consulting and Management Agreement Amendment
Exhibit
10.19
Consulting and Management
Agreement Amendment
This
Consulting Agreement Amendment ( the ¡°Amendment¡±) made this 29th day of
October 2008 shall supersede and amend the Consulting Agreement (the
"Agreement") made on the 1st day of July 2008 by and between Capital One
Resource Co., Ltd., Rm 51, 5th Floor,
Britannia House, Jalan Cator, Bandar Seri Begawan BS 8811, Negara Brunei
Darussalam, and Dragon International Group Corp., a Nevada corporation (the
"Company").
WITNESSETH:
Dragon
International Group Corp. desires to engage the services of Consultant as a
subcontractor. As subcontractor, Dragon International Group Corp. will look to
the Consultant for advice as it relates to the general business activities of
the Company.
Consultant
is desirous of performing such services on behalf of Consultant.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained in
this Amendment, the parties hereto agree as follows:
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1.
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Consulting
Services.
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A.
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Upon
the terms and subject to the conditions contained in this Amendment,
Consultant hereby agrees that he shall, during the term of this Amendment,
will undertake the performance of services as outlined in this
Amendment.
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B.
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Upon
the terms and subject to the conditions contained in this Amendment,
Consultant hereby agrees that he shall, during the term of this Amendment,
will support the Company in the following areas:
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i.
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General
business consulting
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ii.
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Familiarize
itself, to the extent appropriate and feasible, with the business,
operations, properties, financial condition, management and prospects of
Xxx Distributing, Inc. (¡°Xxx Distributing¡±);
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iii.
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Identify,
evaluate, structure and provide advice in connection with potential
mergers and acquisitions, divestitures, spin-offs, joint ventures and
other corporate transactions;
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iv.
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Coordinate
the preparation and filing of all required public disclosures as required
by the Securities and Exchange Commission and such other governmental and
regulatory agencies in the United States and in each state where Client
maintains an office or is required to comply with state laws in the United
States; and
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v.
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Provide
such other services upon which the Parties may mutually
agree.
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2.
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Compensation.
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A.
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Company
shall issue to Consultant 5,000,000 shares of common stock of Dragon
International Group Corp. (the ¡°Dragon Stock¡±) as
follows;
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i.
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1,250,000
shares of Dragon Stock shall be earned for services provided from July 1,
2008 through September 30, 2008 and shall be earned on or before September
30, 2008.
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ii.
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1,250,000
shares of Dragon Stock shall be earned for services provided from October
1, 2008 through December 31, 2008 and shall be earned on or before
December 31, 2008.
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iii.
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1,250,000
shares of Dragon Stock shall be earned for services provided from January
1, 2009 through March 31, 2009 and shall be earned on or before March 31,
2009.
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iv.
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1,250,000
shares of Dragon Stock shall be earned for services provided from April 1,
2009 through June 30, 2009 and shall be earned on or before June 30,
2009.
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B.
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Company
shall pay to Consultant a fee equal to 10% of all gross proceeds received
by the Company as a result of the exercise of warrants. Such
fee shall be due and payable beyond the term of this
Amendment.
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C.
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Discretionary
Award Fees. At the discretion of the Company, this Amendment
provides for the payment of fees payable to the Consultant. At the mutual
agreement of Company and the Consultant, Company can pay to Consultant
fees in either readily available funds or other marketable
securities.
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3.
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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 Consultant 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
Consultant) which may in any way result from services provided by
Consultant pursuant to or in connection with this
Amendment.
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4.
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Term
and Termination. This Amendment shall commence as of the date
of the Amendment, July 1, 2008 and the obligation of the Consultant to
provide services under this Amendment will terminate on June 30,
2009. Such period is herein referred to as the
¡°Term¡±. The Term of this Amendment may be extended by mutual
agreement upon written notice by the Company to the Consultant,
countersigned by the Consultant. Either party may terminate
this Agreement upon the giving of thirty (30) days¡¯ prior written notice,
in which case the Company¡¯s sole liability to Consultant shall be for
unpaid fees up to the date of the termination and unreimbursed expenses
incurred by Consultant.
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5.
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Entire
Agreement. This Amendment 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.
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6.
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Waivers
and Amendments. This Amendment 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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7.
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Governing
Law. This Amendment shall be governed and construed in
accordance with the laws of the State of Nevada applicable to agreements
made and to be performed entirely within such State.
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8.
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Severability
of Provisions. The invalidity or unenforceability of any term,
phrase, clause, paragraph, restriction, covenant, agreement or other
provision of this Amendment shall in no way affect the validity or
enforcement of any other provision or any part thereof.
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9.
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Counterparts. This
Amendment 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.
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10.
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Other
Activities. Nothing contained herein shall prevent Consultant
from acquiring or participating in a transaction of any kind with any
other entity. Such transaction may be acquired at a price and upon terms
and conditions more or less favorable than those offered to
Company.
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11.
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Disclaimer.
Consultant acknowledges that he has relied upon the information provided
by Company. Consultant has in entering into this Amendment, relied on the
warranties or representations made by Company, its officers, directors,
agents, legal counsel or accountants concerning Company and/or its stock
as to matters past, present or
future.
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12.
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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
Amendment to the extent that such failure is caused by any such
circumstances.
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13.
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Non-Solicitation
of Consultant's Employees: Company agrees not to knowingly hire
or solicit Consultant's employees during performance of this Amendment and
for a period of two years after termination of this Amendment without
Consultant's written consent.
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14.
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Mediation
and Arbitration: If a dispute arises under this Amendment, the
parties agree to first try to resolve the dispute with the help of a
mutually agreed-upon mediator in Broward County, FL. Any costs and fees
other than attorney fees associated with the mediation shall be shared
equally by the parties. If the dispute is not resolved through mediation,
the parties agree to submit the dispute to binding arbitration in Florida
under the rules of the American Arbitration Association. Judgment upon the
award rendered by the arbitrator may be entered in any court with
jurisdiction to do so.
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15.
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Attorney
Fees: If any legal action is necessary to enforce this
Amendment, the prevailing party shall be entitled to reasonable attorney
fees, costs and expenses.
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IN
WITNESS WHEREOF, the parties have executed this Amendment on the date first
above written.
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Capital
One Resource Co., Ltd.
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/s/
Xxxxx Xx
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/s/
Xxxxxxx Xxxxxx
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Name:
Xxxxx Xx
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Name:
Xxxxxxx Xxxxxx
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