AMENDMENT TO CONSULTING SERVICES AGREEMENT
AMENDMENT
TO CONSULTING SERVICES AGREEMENT
THIS
AMENDMENT TO CONSULTING SERVICES AGREEMENT (this “Amendment”) is entered into as
of March 10, 2008, by and among Skystar Bio-Pharmaceutical (Cayman) Holdings
Co., Ltd., a Cayman Islands company incorporated under the laws of the Cayman
Islands (“Skystar
Cayman”),
Sida
Biotechnology (Xian) Co., Ltd., a limited liability company organized under
the
laws of the People’s Republic of China (“PRC”)
and a
wholly foreign owned enterprise (“Sida”),
Xian
Tianxing Bio-Pharmaceutical Co., Ltd., a company with joint stock limited
liability organized under the laws of the PRC (“Tianxing”),
and
Skystar Bio-Pharmaceutical Company, a Nevada corporation (“Skystar”).
Skystar Cayman, Sida and Tianxing are collectively referred to as the
“Parties”.
Skystar is made a party to this Agreement for the sole purpose of acknowledging
the Agreement.
WHEREAS,
Skystar Cayman and Tianxing are parties to that certain Consulting Services
Agreement dated October 28, 2005 (the “Agreement”), pursuant to which Skystar
Cayman provides to Tianxing, on an exclusive basis, consulting services
pertaining to general business operation, human resources, and research and
development;
WHEREAS,
Section 11 of the Agreement provides that Skystar Cayman may assign its rights
and obligations under the Agreement to an affiliate, including any company
that
directly or indirectly controls, or is under common control with, or is
controlled by Skystar Cayman;
WHEREAS,
Sida is the wholly owned subsidiary of Fortunate Time International Limited,
a
company incorporated under the laws of the Special Administration Region of
Hong
Kong (“Fortunate
Time”),
Fortunate Time is the wholly owned subsidiary of Skystar Cayman, and Skystar
Cayman is the wholly owned subsidiary of Skystar Bio-Pharmaceutical Company,
a
public reporting corporation incorporated under the laws of the State of Nevada
(“Skystar”);
WHEREAS,
the boards of directors of Skystar and Skystar Cayman have determined it to
be
in the best interests of Skystar and its stockholders that the Agreement be
assigned, and its rights and obligations transferred, to Sida in order to
facilitate the business administration of Skystar as a publicly traded company
in the United States;
NOW,
THEREFORE, in consideration of the foregoing recitals and the mutual agreements
herein contained and for other good and valuable consideration, the parties
hereto agree as follows:
A. TRANSFER
OF THE AGREEMENT; AMENDMENT.
(1) Skystar
Cayman hereby transfers the Agreement and assigns all rights and obligations
thereunder to Sida, and Sida hereby accepts said assignment and transfer.
(2) Pursuant
to the foregoing transfer and assignment, the Parties agree that the Agreement
is hereby amended to replace and substitute Skystar Cayman (referred to in
the
Agreement as “Party A”) with Sida.
(3) Except
as
expressly set forth herein, this Amendment shall not be deemed to be a
waiver, amendment or modification of any provisions of the Agreement, or of
any right, power, privilege or remedy provided therein, or constitute a waiver,
amendment or modification of any provision of the Agreement (except to the
extent herein set forth), or any other document, instrument and/or agreement
executed or delivered in connection therewith, in each case whether arising
before or after the date hereof or as a result of performance hereunder or
thereunder.
B. CONFLICTS.
Except
as expressly set forth in this Amendment, the terms and provisions of the
Agreement shall continue unmodified and in full force and effect. In the event
of any conflict between this Amendment and the Agreement, this Amendment shall
control.
C. COUNTERPARTS.
This
Amendment may be executed in any number of counterparts, each of which shall
be
an original, but all of which together shall constitute one
instrument.
SIGNATURE
PAGE
IN
WITNESS WHEREOF,
the
Parties hereto have caused this Amendment to be duly executed by their legal
representatives and duly authorized representatives on their behalf as of the
date first set forth above.
SKYSTAR
CAYMAN:
Skystar
Bio-Pharmaceutical (Cayman) Holdings Co., Ltd.
By:
/s/
Xxxxxxx Xx
Name:
Xxxxxxx Xx
Title:
Chairman
SIDA:
Sida
Biotechnology (Xian) Co., Ltd.
By:
/s/
Xxxxxxx Xx
Name:
Xxxxxxx Xx
Title:
Chairman
TIANXING:
Xian
Tianxing Bio-Pharmaceutical Co., Ltd.
By:
/s/
Xxxxxxx Xx
Name:
Xxxxxxx Xx
Title:
Chairman
ACKNOWLEDGED
BY:
SKYSTAR:
By:
/s/
Weibing Lu__________
Name:
Xxxxxxx Xx
Title:
Chief Executive Officer
