CONSULTING AGREEMENT
This Consulting Agreement is entered into this 29th day of March, 2005
by and between Pay88, Ltd., a New Hampshire corporation (the "Company") and
First Line Capital, LLC, a New York limited liability company (the
"Consultant").
RECITALS
Whereas the Company is a developmental stage company which desires to
enter the business of wire transfers originating from the United States to
overseas, particularly to China;
Whereas, in recognition of the potential for its services with adequate
development and operating capital, the Company wishes to take the steps
necessary to become a reporting company under Section 12g of the Securities Act
of 1934;
Whereas, the Consultant provides consulting services to other companies
and desires to provide such services to Client;
Whereas, the Company desires to retain the Consultant, and the
Consultant desires to provide consulting services to the Company, on the terms
and conditions contained herein.
AGREEMENT
Now, therefore, in consideration of the premises and of the mutual
promises and covenants herein contained, the parties hereto agree as follows:
Article I
Engagement
The Company agrees to and does hereby engage the Consultant, and the
Consultant agrees to and does hereby accept engagement by the Company for period
commencing on the date hereof and ending on the earlier of (i) the termination
of this Agreement as provided below or (ii) the securities of the Company being
traded or listed on a securities exchange or otherwise. The period during which
Consultant shall serve in such capacity shall be deemed the "Engagement Period"
and shall hereinafter be referred to as such.
Article II
Services
Section 2.1 The Consultant shall render to the Company the services
described below, with respect to which the Consultant shall apply its best
efforts and devote such
time as shall be reasonably necessary to perform its duties hereunder and
advance the interests of the Company. The Consultant shall report directly to
the Chief Executive Officer of the Company and to such persons as the Chief
Executive Officer shall direct.
Section 2.2 The services to be rendered by the Consultant to the
Company shall consist of (a) developing an in-depth familiarization with the
Company's business objectives and bring to its attention potential or actual
opportunities which meet those objectives or logical extensions thereof; (b)
advising the Company with respect to its corporate development including such
factors as position in competitive environment, financial performances vs.
competition, strategies, operational viability, etc.; (c) preparing a business
plan with respect to the Company and its business; (d) assisting in the
preparation of all necessary documentation in connection with the listing of the
Company on a national securities exchange, the Over the Counter Bulletin Board
or the Pink Sheets, as determined by the Company; and (e) any and all services
in connection with the foregoing.
In connection with said services, the Company agrees to fully cooperate
with the Consultant in connection with providing all necessary information,
documentation and the time of the executive and management staff which shall be
required. This shall include, without limitation, providing audited financial
statements as required by the SEC and all due diligence material. The Company
agrees to fully cooperate with the Consultant.
Section 2.3 The services to be rendered by the Consultant to the
Company shall under no circumstances include (a) any activities which could be
deemed by the SEC to constitute investment banking or any other activities
requiring the Consultant to register as a broker-dealer under the Securities
Exchange Act of 1934; (b) any activities which could be deemed by the SEC to be
in connection with the offer or sale of securities; or (c) any activities which
directly or indirectly promote or maintain a market for the Company's
securities.
Article III
Compensation
Section 3.1 For the services and duties to be rendered and performed by
the Consultant during the Engagement Period and in consideration of the
Consultant's having entered into this Agreement, the Company agrees to pay to
the Consultant $120,000. Said sum shall be payable [simultaneous with the
execution and delivery of this Agreement]. The Company agrees that the Company
shall bear full responsibility for its own accounting, legal and any other fees
relating to the services provided by the Consultant.
Article IV
Trade Secrets
Consultant agrees that any trade secrets, material non-public
information or any other like information of value relating to the business of
the Company or any of its affiliates, including but not limited to, information
relating to pricing, potential transactions, processes, systems, methods,
formulae, patents, patent application, research activities and plans, contracts,
names of potential customers, which it will acquire during its engagement by the
Company or any of its affiliates or which it may hereafter acquire during the
Engagement Period as the result of any disclosures to it, or in any other way,
shall be regarded as held by the Consultant in a fiduciary capacity solely for
the benefit of the Company, its successors or assigns, and shall not at any
time, either during the term of this Agreement or thereafter, be disclosed,
divulged, furnished, or made accessible by the Consultant to anyone, or be
otherwise used by it or its employees or agents except in the course of business
of the Company. The covenants set forth herein shall survive the expiration of
the Engagement Period and termination of this Agreement and shall remain in full
force and effect regardless of the cause of such termination.
Article V
Assignment
This Agreement may be assigned by the Company to an affiliate, provided
that any such affiliate shall expressly assume all obligations of the Company
under this Agreement. Consultant agrees that if this Agreement is so assigned,
all the terms and conditions of this Agreement shall be between assignee and
itself with the same force and effect as if said Agreement had been made with
such assignee in the first instance. This Agreement shall not be assigned by the
Consultant without the express written consent of the Company.
Article VI
Miscellaneous
Section 6.1 Consultant is and shall at all times be an independent
contractor with respect to the services that it is rendering to Company pursuant
to this Agreement and Consultant shall at no times be an affiliate, employee,
agent, partner or representative of Company and Consultant shall not take any
action nor in any way hold itself out as such. At no time shall Consultant have
any authority or power to bind the Company or to act on behalf of the Company in
any manner, including without limitation, making any direct or indirect
representation or covenant by the Company to any third party.
Section 6.2 This Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of New York, without reference
to the choice of law principles thereof.
Section 6.3 Whenever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision is unenforceable or invalid under such law, such provision
shall be ineffective only to the extent of such unenforceability or invalidity,
and the remainder of such provision and the balance of this Agreement shall in
such event continue to be binding and in full force and effect.
Section 6.4 This Agreement may be terminated by either party upon
30-days' prior written notice.
Section 6.5 The parties agree that all prior negotiations, statements,
representations, warranties and agreements are superseded by this Agreement and
that the terms and conditions of this Agreement constitute the complete
agreement between them.
Section 6.6 The individuals signed this Agreement represent to each
other that they have the authority to bind their respective corporations to the
terms and conditions of this Agreement. These individuals shall not, however,
incur personal liability by executing this Agreement and sign this Agreement
only in their representative capacities as authorized officers of the Consultant
and the Company, respectively.
IN WITNESS WHEREOF, the parties hereto have executed the above
Agreement as of the day and year first above written:
PAY88, LTD. FIRST LINE CAPITAL, LLC
By: /s/ Guo Fan By: /s/ Xxxxxx X. Xxxxxx
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Name: Guo Fan Name: Xxxxxx X. Xxxxxx
Title: President Title: Partner
