CONSULTANT AGREEMENT
This
CONSULTANT AGREEMENT (the “Agreement”)
is
entered into by and between the Asia Global Holdings Corp., a Nevada corporation
(the “Company”)
and
Xxxx, Xxx Xxxx a natural person (“Consultant”),
this
19th day of October, 2006, the date the Services (as defined herein) were first
provided to the Company by Consultant.
WHEREAS,
the Company wishes to retain Consultant to provide the Services in exchange
for
which the Company agrees to issue to Consultant, during the term of this
Agreement, Three Million Two Hundred Thousand (3,200,000) S-8 shares of its
common stock; and
WHEREAS,
the Company acknowledges that Consultant’s
services are of a special, unique, unusual and extraordinary character and
which
are of particular benefit and importance to the Company; and
WHEREAS,
this Agreement is made to set out the compensation, conditions and guidelines
that will govern the relationship between the parties.
NOW,
THEREFORE, in consideration of the mutual promises and covenants contained
herein, the receipt and sufficiency of which is expressly acknowledged by the
parties hereto, the parties agree as follows:
| 1. |
The
Services.
|
For
the
term of this Agreement Consultant will use his best efforts to provide expansion
opportunities, research and geographical oversight, within China,with respect
to
the activities of the Company’s
subsidiary, SINO Trade Intelligent Development Corporation, Ltd., and provide
other services as legally and reasonably directed by the Company’s
Board
of Directors. Such efforts by Consultant shall hereinafter be referred to as
the
“Services”.
It is
mutually understood and agreed that any fees for the Services provided by
Consultant which result in some benefit for the Company in connection with
a
capital raising transaction shall be negotiated separately from this Agreement.
| 2. |
Term
of Agreement.
|
Unless
otherwise terminated as provided hereunder, the mutual term of this Agreement
shall be one (1) year beginning the date the Services were first performed,
which was on or about October 19, 2006 through October 18, 2007.
| 3. |
Costs
and Expenses.
|
The
Company understands that, in the course of Consultant’s
efforts, it may be necessary for Consultant to incur certain costs or expenses.
The Company will reimburse Consultant for the costs or expenses by Consultant
in
providing the Services to the Company, provided such expenses are approved
by
the Company in writing in advance.
| 4. |
Payment
for Services.
|
In
consideration for the Services, the Company agrees to pay Consultant a fee
for
Services, by way of the issuance to Consultant, during the term of this
Agreement, of Three Million Two Hundred Thousand (3,200,000) shares of the
Company’s
common
stock (the “Fee
Shares”),
herein
the Fee Shares referred to herein as the “Consultant
Fee”.
| 5. |
Termination.
|
Following
the first anniversary of the Effective Date hereof, either party may terminate
this agreement upon thirty (30) days notice by registered or certified mail,
return receipt requested, addressed to the other party. The thirty (30) day
notice shall be measured from the date the notice is mailed. If neither party
elects to terminate the agreement pursuant to such written notice then the
agreement shall automatically renew pursuant to the same terms and conditions
for an additional twelve month time period.
| 6. |
Assignment.
|
Notwithstanding
anything contained herein to the contrary, the rights to the Consultanty Fee
and
the obligation to provide the Services set forth in this Agreement, may be
assigned or transferred by Consultant to an Affiliate; otherwise, this Agreement
and the rights and obligations hereunder shall not be assigned. For the purpose
of this Agreement the term “affiliate”
shall be
defined as a person or enterprise that directly, or indirectly, through one
or
more intermediaries, controls or is controlled by, or is under common control
by
Consultant.
| 7. |
Counterparts;
Facsimile.
|
This
Agreement may be executed simultaneously in two or more counterparts, each
of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. A facsimile, telecopy or other reproduction of
the
original or any counterpart hereof and such executed the original or any
counterpart hereof may be delivered by facsimile or similar instantaneous
electronic transmission device pursuant to which the signature of or on behalf
of such party can be seen, and such execution and delivery shall be considered
valid, binding and effective for all purposes. At the request of any party
hereto, all parties agree to execute an original of this instrument as well
as
any facsimile, telecopy or other reproduction hereof.
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| 8. |
Further
Documentation.
|
Each
party hereto agrees to execute such additional instruments and take such action
as may be reasonably requested by the other party to effect the transaction,
or
otherwise to carry out the intent and purposes of this Agreement.
| 9. |
Notices.
|
All
notices and other communications hereunder shall be in writing and shall be
sent
by prepaid first class mail to the parties at the following addresses, as
amended by the parties with written notice to the other:
To
Consultant:
Xxxx,
Xxx
Xxxx
2/F
No.
5E Xxx 000 XX 000
Xxx
Xx
Xxxx, Xxx Xxxx Xxxx
Xxx
Kung,
Hong Kong
To
the
Company:
Asia
Global Holdings Corp.
1601-1604
CRE Centre
000
Xxxxxx Xxx Xxx Xxxx
Xxxxxxx,
Xxxx Xxxx
Telephone: (000)
0000-0000
Facsimile:
(000)
0000-0000
With
Copy
to:
Xxxxxxx
Xxx
0000-0
XXX Xxxxxx
000
Xxxxxx Xxx Xxx Xxxx
Xxxxxxx
Xxxx
Xxxx
Telephone: (000)
0000-0000
Telephone: (000)
0000-0000
| 10. |
Governing
Law.
|
This
Agreement was negotiated and shall be governed by the laws of the United States,
State of California, County of Los Angeles, notwithstanding any conflict-of-law
provision to the contrary.
3
| 11. |
Entire
Agreement.
|
This
Agreement sets forth the entire understanding between the parties hereto and
no
other prior written or oral statement or agreement shall be recognized or
enforced.
| 12. |
Severability.
|
If
a
court of competent jurisdiction determined that any clause or provision of
this
Agreement is invalid, illegal or unenforceable, the other clauses and provisions
of the Agreement shall remain in full force and effect and the clauses and
provision which are determined to be void, illegal or unenforceable shall be
limited so that they shall remain in effect to the extent permissible by law.
| 13. |
Amendment
or Waiver.
|
Every
right and remedy provided herein shall be cumulative with every other right
and
remedy, whether conferred herein, at law, or in equity, and may be enforced
concurrently herewith, and no waiver by any party of the performance of any
obligation by the other shall be construed as a waiver of the same or any other
default then, theretofore, or thereafter occurring or existing. At any time
prior to a closing of the Initial Acquisition, this Agreement may be amended
by
a writing signed by all parties hereto.
| 14. |
Headings.
|
The
section and subsection headings in this Agreement are inserted for convenience
only and shall not affect in any way the meaning or interpretation of this
Agreement.
IN
WITNESS WHEREOF, the parties have executed this Agreement the effective date
first written above.
The
“Company”
By:
/s/
Xxxxxxx Xxx
Xxxxxxx
Xxx
Title:
CEO
“Consultant”
By:
/s/
Xxxx, Xxx Xxxx
Xxxx,
Xxx
Xxxx
A
natural person
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