EXHIBIT 4.10
CONSULTING AGREEMENT
This agreement is effective as of June 25, 1995, by and between CHINA BIOMEDICAL
GROUP, INC., a Utah Corporation ( the "Company"), and Archives Computers, (the
"Consultant").
The Company desires to retain the Consultant to provide advice and consultancy
on the installation and acquisition of certain computers and software programs
in connection therewith to improve the management systems and controls of the
Company and the Consultant agrees to such engagement upon the terms set forth
below.
1. DUTIES AND INVOLVEMENT
a. The Company hereby engages Consultant, as an independent contractor
and not as an employee, to provide advice to and consult with the Company's
management concerning the matters set out above.
b. Consultant acknowledges that he is not an officer, director, or
agent of the Company, that he is not and will not be responsible for any
management decisions on behalf of the Company and that he may not commit the
Company to any action. Any and all arrangements or agreements that Consultant
may negotiate for the Company will be subject to acceptance by the Company, to
be evidenced by execution by an authorized officer, or the Company. Consultant
represents that he does not have, through stock ownership or otherwise, the
power to control the Company nor to exercise any dominating influence over its
management.
c. The Consultant shall devote such of his time and effort to the
duties hereunder and shall use his best efforts to fulfill obligations
hereunder; however, the Company acknowledges that the Consultant is engaged in
other business activities and that such activities will continue during the term
of this Agreement.
2. TERM
This Agreement shall continue for a term of one year from the effective
date hereof. Consultant's employment hereunder may be terminated during the term
of this Agreement under the following circumstances:
a. Disability: If, as a result of Consultant's incapacity
due to physical or mental illness, Consultant shall have been unable to
perform his duties hereunder on a full time basis for one full monthly, and
within 10 days after written notice of termination is given shall not have
returned to the performance of his duties hereunder, the Company may terminate
Consultant's employment hereunder.
b. Termination with Notice: After an initial non-cancellation period of
30 days from the date of "Effective Registration", referred to in Clause 4, the
Company or the Consultant may terminate this Agreement at any time upon 30 days
notice, provide that the Consultant agrees to return to the Company a pro rata
portion of the compensation issued to him under paragraph 3.
3. COMPENSATION
a. As full compensation for all services hereunder, the Company shall
grant to the Consultant up to 5,000 common shares of the Company (the "Shares"),
based on performance on specific projects as assigned by the Company and agreed
to by the Consultant. The Shares shall be issued to the Consultant from time to
time and by mutual agreement that specific goals and objectives have been
satisfactorily not by the Consultant.
b. The execution of this Stock Option Agreement in the form hereof has
been duly authorized by a resolution of the Board of Directors of the Company,
adopted on June 25, 1995, and incorporated herein.
c. The Company agrees to cause certificates for the shares issued
hereunder to be delivered to the Consultant. Certificates are to be registered
under a Form S8 registration statement, as expressed in paragraph 4 hereunder.
4. REGISTRATION
Upon signing this agreement, the shares shall be immediately registered
on Form S8. Such registration to be duly filed ("Effective Registration") within
10 days of the date of this Agreement.
5. TAXES AND OTHER LIABILITIES
Consultant acknowledges and agrees that he is an independent contractor
and not as employee of the Company. As such, Consultant acknowledges that he is
responsible for all self-employment and other tax payable to any federal, state
or local authority and any other obligation or liabilities arising from his
engagement and compensation hereunder, including any liabilities which might
arise under Section 15 of the Securities and Exchange Act of 1934 ("1934 Act")
due to Consultant receipt of the Shares pursuant to this Agreement. The
Consultant is also responsible for making or amending any filings required under
Section 13 or 16 of the 1934 Act.
The undersigned hereby acknowledges receipt of an executed original of
this Consulting Agreement and accepts the terms and conditions hereof.
By: /s/ Illegible Date: 10 July 1997
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Chairman
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Title
By: /s/ E. S. Harford
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Xxxxxx Xxxxxxxxx Harford Consultant
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