COMPENSATION AGREEMENT
This Agreement is dated this _______ day of _________________, 2000
BETWEEN
XxxxxxXxxxxxx.xxx, Limited, a company incorporated under the laws of
Hong Kong Special Administrative Region ("Hong Kong"), the People's
Republic of China ("PRC") (the "Company")
AND
PRC Entertainment Group, Inc., a company incorporated under the laws of
Hong Kong, PRC ("PEGI")
WHEREAS PEGI has provided various services to the Company, including
introducing the Company to various business opportunities and transactions,
and the Company wishes to compensate PEGI for such services rendered.
IN CONSIDERATION OF mutual promises and other valuable considerations,
the receipt and sufficiency of which are hereby recognized, the Parties
agree as follows:
1. For the past services rendered by PEGI for the Company and future
services to be rendered by PEGI to the Company that are agreed to be by
Parties,some of which are more specifically described below, the Company
agrees to compensate PEGI in accordance with the following terms and
conditions:
(1) Upon the formal establishment of a sino-foreign joint venture company
(the"JV"), which was contemplated by a co-operation agreement entered into
in May 2000 among the Company, Sichuan Guo Xun Xin Xi Chan Ye You Xxxx Xxxx
Si, TorchNet Co. Ltd., and Capital Culture Company (the "Co-operation
Agreement"), the Company will pay PEGI US$500,000;
(2) Upon the completion of the entertainment websites to be owned by the JV in
accordance with the Cooperation Agreement, the Company will cause the Parent
to issue to PEGI 250,000 shares;
(3) Upon the JV obtaining necessary license to operate the talk show programs
in accordance with the Cooperation Agreement, the Company will cause the
Parent to issue 250,000 shares to PEGI.
2. This Agreement is governed by and construed in accordance with the laws of
Hong Kong and the Parties hereby submit to the non-exclusive jurisdictions of
the courts in Hong Kong.
3. Any provisions hereof held by a competent court or arbitration tribunal
to be invalid or illegal shall not affect the validity of other provisions
hereof which shall remain intact and legally binding. The Parties shall
continue to implement such other provisions.
4. This Agreement shall be binding on and enure to the benefits of heirs,
executors,administrators, successors and assigns of the Parties hereto.
Executed by the Parties at the place and on the date first above mentioned.
XxxxxxXxxxxxx.xxx, Limited
Per:_________________(corporate seal)
PRC Entertainment Group, Inc.
Per:_________________ (corporate seal)
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MS Word: 26942.01
