CONSULTANT AGREEMENT
This Investor Relations Agreement ("Agreement") is made and entered into as of
the 1st day of January, 2003 by and between Market Management LLC (the
"Consultant") with its office at 200 X. Xxxxxxx Ave., Winter Park, FL 32789 (a
US Corporation) USA and Eternal Technologies Group (the "Company"), with its
principal executive office at Suite 1802 Jinwan Mansion, 358 Nanjing Road,
Tianjin, China (a US Corporation).
WITNESSETH
WHEREAS, the Company entered into an Exchange Agreement ("Exachange Agreement")
with Waterford Sterling Corporation ("WTFD") on December 12, 2002, with name
changed to Eternal Technologies Group (Symbol ETLT).
WHEREAS, the Consultant is engaged in the business of providing marketing
consulting services; and
WHEREAS, the Company is desirous of retaining the Consultants for the purpose of
obtaining these services.
NOW THEREFORE, in consideration of the mutual promises contained herein, the
parties hereto, intending to be legally bound hereby, agree as follows:-
1. Engagement Services
The services to be provided will include arranging for the preparation
of due diligence information and consulting with brokers, investment bankers and
investors to anticipate market needs and trends for the Company. Progess shall
be reviewed through telephonic meetings with attorney Xxxx Xxxxxxxxx in the US
and Chairman Wu or his designated representative in China. This agreement will
be binding upon the Company for the term of the engagement.
2. Term
This Agreement shall commence on the date on January 1, 2003 and shall
last 24 months.
3. Compensation
As consideration for the services set forth in clause 1 of this
Agreement, the Company hereby agrees to give to the consultant a monthly service
fee of US$10,000 for two years. This fee shall be paid on from the date of this
agreement from any funds, including those raised from offerings, private
placements and icans.
In case of earlier termination by the Company of this agreement for any reason
the Company shall immediately pay to the Consultant all compensation for the
remaining service term.
4. Expenses
The Consultant shall be reimbursed from funds raised for all of its actual
out-of-pocket expenses, including but not limited to travel, legal fees and
other expenses, incurred in connection with the services provided by the
Consultant. For individual expenses for more than $1,000, the Consultant shall
seek approval from either the Company of the Company's counsel. It is understood
that neither the Consultant, nor the directors, employees attorney and agents of
the Consultants, shall be responsible for any fees or commissions payable to any
finder or to any other financial or other advisor retained by the Company.
5. Liability Protection
Consultant shall not be liable to the Company or its Creditors for errors of
judgement or any other cause under the terms of this agreement. Additionally,
the Company assumes and claims all responsibility and liability for the contact
of information disseminated on behalf of the Company.
6. Non-Exclusive
The Company recognizes that the Consultant now renders or may in the future
render consulting services to other clients which may or may not conduct
business and activities similar to the Company. The Consultant shall not be
required to devote its full time and attention to the performance of its duties
under this agreement, but shall devote only so much of its time and attention as
shall be reasonably necessary for such purposes.
7. Indemnification
The Company will indemnify and defend the Consultant against all claims,
proceedings, suits or other matters that might be asserted against the
Consultant by reason of this letter Agreement and the Company will pay the
Consultant reasonable attorney's fees and expenses in connection with such
matters; provided that the Consultant acts within the scope of this Agreement
and is not negligent.
8. Confidential Information
The Consultant acknowledges that it will gain knowledge of information of
substantial value to the Company regarding the Company's business which is not
generally known and which gives the Company an advantage over competitors who do
not know or use, such information, including, but not limited to, know -how,
trade secrets techniques, designs sales and customer information and business
and financial information relating to the business products services practices
or techniques of the Company's plans for future products or developments
("Confidential Information"). The Consultant agrees to, at all times, regard and
preserve such information as confidential. The Consultant further agrees that
such Confidential Information will not be disclosed buy it to any person or
entity without the prior consent of the Company.
9. Notices
All notices, requests, demands or other communications required or authorized or
contemplated to be given by this Agreement shall be in writing and shall be
deemed to have been duly given if hand delivered, sent by commercial overnight
couier or sent by certified or registered mail. A facsimile transmission, when
received, shall be considered delivery of written notice.
10. Governing Law
This Agreement shall be governed by the laws of the state of Florida
11. Entire Agreement
The provisions of this letter Agreement set forth the entire binding agreement
between the parties and supercedess all prior written and oral communications,
discussions, and negotiations between the parties concerning the proposes
transaction. The terms of this letter agreement may be amended only in writing
and when signed by both parties.
12. Binding effect.
This Agreement shall be binding upon the parties hereto and their respective
heirs, successors and assigns.
13. Attorney's Fees
In the event that any party institute any action or suit to enforce this
Agreement or to secure relief from any default hereunder or breach hereof, the
breaching party or parties shall reimburse the non-breaching party or parties
for all cost, including reasonable attorney's fees, incurred in connection
therewith and in enforcing or collecting any judgement rendered therin.
14. 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
enforced concurrently herewith, and no waiver by any party of the performance of
any obligation by the other shall be constructed as a waiver of the same of any
other default then, therefore, or thereafter occurring or existing.
15. Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be
deemed an original signatures.
16. Subcontract/Assignment
The Company understands that the Consultant in the performance of this agreement
may subcontract and /or assign portions of this Agreement.
Signed by
/s/ XxXxx Xx /s/ Xxxxxx X. Xxxxxx
XxXxx Xx Xxxxxx X. Xxxxxx
For and on behalf of For and on behalf of
Eternal Technologies Group Ltd. Market Management LLC
