CHHI's MANAGEMENT SERVICES AGREEMENT
THIS AGREEMENT is made as of the 9th day of July, 2004.
BETWEEN:
CHINA HEALTH HOLDING INC., or its Nominee a company incorporated in
Nevada USA, having an office at Park Place # 3400 - 000 Xxxxxxx Xx.,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0X0
(hereinafter called "CHHI")
OF THE FIRST PART
AND:
Xxxxxxx Xxxxxxx Xxxxxxxxx Xxxxxxx residing at 000, Xxxx Xxxxx Xxxx,
Xxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0.
(hereinafter called " MANAGEMENT")
OF THE SECOND PART
WHEREAS:
CHHI to retain MANAGEMENT to assist CHHI in providing management and legal
services to CHHI, a company incorporated in Nevada USA.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
the covenants and agreements herein contained the MANAGEMENT agrees as follows:
1. APPOINTMENT OF CONSULTANT
1.1 CHHI hereby retains MANAGEMENT to assist CHHI in providing management and
legal services to CHHI in the USA, Canada and abroad as may from time to
time be required with respect to CHHI, as more particularly described as
Schedule A hereto.
1.2 MANAGEMENT agrees to devote sufficient time as may be necessary and to
employ his best efforts to faithfully and industriously perform the
services as described in Schedule A hereto.
1.3 In performing his management legal services hereunder, MANAGEMENT shall be
an Employee of CHHI.
2. LIMITATIONS ON ACTIVITIES
2.1 MANAGEMENT recognizes and agrees that securities laws, regulations and
policies in the U.S. and British Columbia, and Canada and elsewhere limits
the allowable scope of management activities and prohibit certain
activities. Notwithstanding any other provision of this agreement,
MANAGEMENT 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 he conducts management activities on behalf of
CHHI.
3. TERM
3.1 The term of this agreement shall commence on the 9th day of July, 2004,
upon signing this agreement and shall continue for three years, terminating
on the 9th day of July, 2007 with a review after a three (3) month
probationary period, where this agreement may be terminated for any reason,
or the duties, time commitments and compensation may be adjusted by mutual
consent.
4. COMPENSATION
4.1 MANAGEMENT or his nominees shall be granted a call from CHHI on 600,000
shares of CHHI's capital stock (consisting as at the date hereof, of total
authorized common shares of 75,000,000 shares with a par value of US $0.001
per share) at a price of 10 cents USD per share, which will be exercisable
until the 9th day of July, 2007, and, or, thirty (30) days after the
termination of this Agreement. Upon payment of 10 cents USD per share for
the number of shares being called CHHI will deliver the number of shares
requested, up to a total of 600,000 shares, and will either transfer, if
possible, such shares to a brokerage account of MANAGEMENT's or his
nominees' choice or provide MANAGEMENT or his nominees with the requisite
number of share certificates in a form necessary to render those
certificates freely transferable and negotiable. CHHI will also furnish or
execute any further documents that may reasonably be required to complete
such share transfers.
4.2 Subject to the provisions of appropriate law, MANAGEMENT shall be entitled
to commission of 8% (part of cash and part of shares) in connection with
any introductions provided by him in connection with any private placements
or further share issues by CHHI. Such commission shall only be paid to
MANAGEMENT if such introductions become parties to the contracts applicable
to such private placements or further share issues and fulfill all
obligations thereunder.
5. CONFIDENTIALITY
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5.1 MANAGEMENT will keep confidential any information not otherwise readily
available from public sources which he obtains from CHHI. Upon termination
of this agreement, MANAGEMENT shall return to CHHI all data, information
and other written material regarding CHHI obtained by MANAGEMENT from in
connection with the performance of his services hereunder.
5.2 MANAGEMENT agrees to sign CHHI's Confidential Agreement, as attachment as
part of this agreement.
6. NOTICE
6.1 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.
6.2 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.
7. RESPONSIBILITIES OF CHHI
7.1 CHHI will, with MANAGEMENT's assistance, provide MANAGEMENT with CHHI
corporate information and materials as requested and required for the
proper promotion of CHHI.
7.2 CHHI agrees to broadcast major material events regarding CHHI over the news
wire in addition to normal disclosure requirements.
7.3 CHHI 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.
8. GENERAL
8.1 This agreement may only be amended in writing duly executed by the parties
hereto.
8.2 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.
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8.3 Time shall be of the essence of this agreement.
8.4 This agreement shall be deemed to be made in the laws of the State of
Nevada USA, and shall be construed in accordance with and governed by the
laws of said State.
8.5 This agreement shall endure to the benefit of and be binding upon
MANAGEMENT and his heirs, executors, administrators, successors, and
assigns.
IN WITNESS WHEREOF the parties hereto have 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: )
/s/ Xxxxxxxx Xx, Xxxxxxxx Xx, The President/CEO
)
)
)
)
/s/ Xxxxxxx Xxxxxxx
------------------- )
Executed by
Xxxxxxx Xxxxxxx Xxxxxxxxx Xxxxxxx
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SCHEDULE A
MANAGEMENT agrees to provide the following management services, subject to the
specific terms of the agreement to which this Schedule is attached:
General corporate legal and business development advice and assistance as may
arise from time to time, including:
(a) Global Trade Xxxx Protection (Canada, USA, Europe);
(b) Global Patent Protections;
(c) 6m USD Financing Contracts, negotiation and structures;
(d) Corporate personnel contracts/recruitment;
(e) European markets: product distribution arrangements;
(f) Future financing through European investment funds;
(g) CHHI's other related legal documents.
Such other projects, functions and duties as the parties may agree from time to
time in accordance with the MANAGEMENT' position as Vice President and General
Counsel. CHHI's compensation plan will be reviewed by Board Of The Directors
from time to time which may be adjusted accordingly by the Resolution of Board
Of The Directors of CHHI.
Attached:
1. Signed " CHHI's Confidential Agreement " by " MANAGEMENT" with CHHI, as
attachment
2. Xxxxxxx S.A..Xxxxxxx' Resume.
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