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: Dr. Fan, Zheng-Lun, having an office for business located at Beijing,
P. R. China
(Hereinafter called the "Consultant")
OF THE SECOND PART
WHEREAS:
A. CHHH (OTCBB NASDAQ) wishes to retain the Consultant 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 THE THE DIRECTOR hereto agree
as follows:
1. RETENTION OF THE CONSULTANT
---------------------------
CHHH ( OTCBB NASDAQ) hereby retains the Consultant 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 as Schedule A hereto.
1.1 The Consultant agrees to devote sufficient energy and services, 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.
2. LIMITATIONS ON ACTIVITIES
-------------------------
2.1 The Consultant recognizes and agrees that securities laws, regulations
and policies in the U.S. 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 other jurisdiction in which it 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 Febuary 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 (1)
month in advance notice with or without reason.
4. COMPENSATION
------------
4.1. Common Stock - As compensation for the services hereunder, CHHH ( OTCBB
NASDAQ) agrees to issue to the Consultant an aggregate of 500,000 shares
of its common stock pursuant to Section 4(2) of the Securities Act of
1933, as amended.
4.2 Warrants - CHHH (OTCBB NASDAQ) hereby agrees to issue to the Consultant
a warrant to purchase 1,000,000 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.
4. CONFIDENTIALITY
----------------
4.1. 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.
11
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
for the proper promotion.
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 DIRECTOR to this agreement and their respective heirs, executors,
administrators, successors, and assigns.
IN WITNESS WHEREOF the THE DIRECTOR 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
Dr. Fan, Zheng-Lun )
was hereunto affixed in the )
presence of:
)
c/s
Dr. Fan, Zheng-lun
Signatory:
)
)
/s/ Xx. Xxxxx-Lun Fan
----------------------
Date: Febuary 9th 2007
SCHEDULE A
THE DIRECTOR agrees to provide the following management services, subject to the
specific terms of the agreement to which this Schedule is attached:
CORPORATE DEVELOPMENT CONSULTING SERFVICES IN NEXT 2 YEARS -
1. THE DIRECTORS will try its best efforts to provide the Company with further
THE DIRECTOR'S CORPORATE DEVELOPMENT services related to the Company for
further Company's GLOBAL DEVELOPMENT/STRATEGIC PLANNING AND GLOBAL
STRATEGIC PARTNERSHIPS/BUSINESS DEVELOPMENT/PARTNERSHIPS IN CHINA.
EXECUTIVE agrees to provide the following management services, subject to
the specific terms of the agreement to which this Schedule is attached:
2. PR CHINA PHARMACEUTICAL ACQUISITIONS TARGET/DEALS - The Director agrees to
try his best to assist CHHH (OTCBB NASDAQ) to identify for targeted PR
China Pharmaceutical Acquisitions Companies and Projects (with quality
Assets, Revenue and GMP Facilities and Drugs Pipeline) and assist to close
and completion for targeted Acquisitions deals as following: Legal
Financial "Due Diligent" processing and further close and completion for
CHHH's PR China Acquisitions Deals. The Director agrees to assist CHHH
(OTCBB NASD) for further completion and closing for the total targeted
acquisitions deals for CHHH (OTCBB NASDAQ) with PR China Major
pharmaceutical companies/projects in next 12 to 24 months with
approximately: a total of 100 millions USD assets and a total of 100
millions USD as annual gross sales and a total 10 to 15 millions USD as
annual net income.
