English Translation) CONSULTING AGREEMENT
Exhibit
10.15
(English
Translation)
This
Consulting Agreement (this "Agreement") is entered into as of March 8, 2007
by
and between the International Lorain Holding Inc. a holding company organized
under the laws of the Cayman Islands, (”Lorain"), and Heritage Management
Consultants, Inc., a corporation organized under the laws of South Carolina,
USA
(“Heritage” or "the "Consultant").
RECITALS
1.
Consultant is willing to provide to Lorain and its affiliated companies
(collectively, the “Company”) the consulting services identified in this
Agreement.
2.
Lorain
is willing to engage Consultant as an independent contractor, and not as an
employee, on the terms and conditions set forth herein.
AGREEMENT
In
consideration of the foregoing and of the mutual promises set forth herein,
and
intending to be legally bound, the parties hereto agree as follows:
1. Engagement.
Lorain
hereby engages Consultant as an independent contractor to provide outsourced
professional management services for the purpose of assisting the Company in
its
reverse merger transaction and in meeting its obligations as a US publicly
traded company. Heritage will provide an executive who will act as the Company’s
U.S. based executive (the “Spokesperson”) to the U.S. financial markets, and who
will be supported by the Heritage staff. The scope of work includes the
following:
| · |
The
Spokesperson will be supported by a staff financial
analyst.
|
| · |
Heritage
representative(s) will visit the Company’s location(s) to conduct a
detailed analysis of the Company in order to gain an understanding
of the
Company’s operations, strategies and financial
projections.
|
| · |
Heritage
will develop an investor presentation for use in any
transactions.
|
| · |
Heritage
will review and suggest edits to any written business plans in the
English
language that will be used for any
transaction.
|
| · |
Heritage
will provide consultation to the Company during all fund raising
activities during the term of the engagement. The Spokesperson will
make
“one on one,” web cast and teleconference presentations to investment
banks and potential investors on behalf of the Company with the Company’s
executive management in attendance. Heritage staff will coordinate
communications between investment banks, investors and the
Company.
|
| · |
Heritage
staff will assist the company in the construction of both historical
and
projected financial models appropriate for use with the investment
community. Heritage staff will conduct a detailed review of the financial
projections for any potential issues prior to their release to the
investment community.
|
| · |
On
an ongoing basis, Spokesperson will be available to make “one on one”
presentations, web cast presentation and teleconference updates to
current
investors, potential investors, and the analyst community as
appropriate
|
| · |
Spokesperson
will participate in investor conferences, as
appropriate.
|
| · |
Spokesperson
will conduct quarterly investor conference calls, as appropriate.
|
| · |
Spokesperson
and the Heritage staff will be readily available to receive inquiries
and
coordinate responses to potential and current investors, buy and
sell side
analysts, the financial press, and the Securities and Exchange Commission.
|
| · |
Heritage
will work with the Company on proactively analyzing, identifying
potential
issues or areas of concern and constructing responses to potential
questions which may result from the Company’s quarterly financial
results.
|
| · |
Heritage
can assist the Company in interviewing; selecting and retaining an
investor relations firm.
|
| · |
Heritage
will solicit independent research coverage with the sell side analyst
community.
|
| · |
Heritage
will review all press releases on financial results and material
company
events.
|
| · |
Heritage
will assist the company in the recruitment of independent directors
as
required to facilitate the company’s listing on NASDAQ or the American
Stock Exchange.
|
| · |
Heritage
will assist the company in putting into place the necessary internal
management resources that will enable the company to operate effectively
in the capital markets on an ongoing
basis.
|
| · |
Heritage
will assist the company in the arrangement of Directors and Officers
Liability Insurance coverage.
|
2. Term.
This
Agreement will commence on the date first written above, and unless modified
by
the mutual written agreement of the parties, shall continue for a period of
one
year.
3. Compensation.
a. In
consideration of the services to be performed by Consultant, Lorain agrees
to
pay Consultant one hundred seventy five thousand U.S. dollars ($175,000.)
Payment of one hundred fifteen thousand U.S. dollars ($115,000) will be made
immediately upon the successful completion of a transaction (a “RTO”) whereby
Lorain becomes a wholly owned subsidiary of a corporation domiciled in the
United States of America., The remaining sixty thousand U.S. dollars ($60,000)
will be paid in three equal installments of twenty thousand dollars ($20,000)
at
the beginning of each calendar quarter commencing ninety (90) days after the
execution of this agreement.
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b. All
out
of pocket expenses incurred by Consultant and/or its associates shall be
reimbursed by the Company. If the RTO is not consummated, Lorain agrees to
reimburse Heritage for all out of pocket expenses incurred up to the date it
is
determined the RTO will not be effected. Travel expenses will be incurred at
a
Business Class level of service. Besides travel in the US, it is expected that
the Spokesperson will visit company’s China locations(s) two (2) times during
the term of the agreement. Maximum travel expenses will be $25,000 unless
specifically authorized by Lorain.
4. Representations
and Warranties.
Consultant represents and warrants (i) that Consultant has no obligations,
legal
or otherwise, inconsistent with the terms of this Agreement or with Consultant's
undertaking this relationship with the Company, (ii) that Consultant will not
use in the performance of its responsibilities under this Agreement any
confidential information or trade secrets of any other person or entity and
(iii) that Consultant has not entered into or will enter into any agreement
(whether oral or written) in conflict with this Agreement.
5. Indemnification.
Company
agrees to indemnify and save harmless the Consultant, as well as Consultant’s
officers, employees, and agents from all suits, actions, losses, damages,
claims, or liability of any character, type or description, including without
limiting the generality of the foregoing all expenses of litigation, court
costs, and attorney’s fees arising out of or occasioned by the acts of Lorain,
its agents or employees, or occasioned by the acts of Consultant in the
execution or performance of the services provided by the Consultant, at any
time
from the execution date of this Agreement until such time after any pertinent
limitations period expires after the termination of this Agreement.
.
As
part
of this indemnification, Lorain agrees to defend and hold harmless Consultant
from and against any and all liabilities arising from the consulting agreement.
As such, Consultant shall not be liable to Lorain , or to anyone who may claim
any right due to its relationship with Lorain , for any acts or omissions on
the
part of the Consultant or the agents or employees of the Consultant in the
performance of Consultant’s services under this agreement. Lorain shall hold
Consultant free and harmless from any obligations, costs, claims, judgments,
attorney’s fees, or attachments arising from or growing out of the services
rendered to the Company.
Lorain
agrees to list Xx. Xxxxx X. Xxxx, Spokesperson and Xx. Xxxxxx Xxxxxxx on any
Directors and Officers Liability Insurance policies that the Company may retain
for a period of 6 years from the date of this Agreement.
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6. Governing
Law.
This
Agreement shall be governed by the laws of the Peoples Republic of China and
any
dispute arising hereunder shall be submitted for binding arbitration to the
China Foreign Trade Commission Arbitration Committee in Shanghai.
It
is
understood that this Agreement will be prepared and executed in both the English
and Chinese languages, with both versions having legal efficacy. If a dispute
arises as to the interpretation of a particular provision of this Agreement
because of differences between the Chinese and English languages, the dispute
shall be resolved in accordance with the provisions of the preceding
paragraph.
7. Miscellaneous.
If any
action at law or in equity is necessary to enforce or interpret the terms of
this Agreement, the prevailing party shall be entitled to reasonable attorney's
fees, costs. This Agreement shall be binding on and inure to the benefit of
the
parties to it and their respective successors and assigns.
Executed
at Hilton Head Island, SC, USA on the day and year first above written.
| International
Lorain Holding Inc.
(Corporate
Seal)
|
Heritage
Management Consultants, Inc
(Corporate
Seal)
|
||
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By
: /s/ Xxxxxxx Xxxxxxx
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By: /s/ Xxxxx X. Xxxx | ||
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Xxxxxxx
Xxxxxxx
|
Xxxxx
X. Xxxx, President
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||
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Date
: Xxxxx 0, 0000
|
Xxxxx
8, 2007
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