BUSINESS CONSULTING AGREEMENT
AGREEMENT
made this January 1, 2007 between Nice Enterprise Trading H.K. Co., Ltd., a
company incorporated in Hong Kong whose business address is at Xxxxx Xxxxxxxxxx
Xxxx, Xxxxxxxx Xxxx, Xxxxxx Xxxx, Xxxxxx, Xxxxx (“the Corporation”) and
Yorkshire Capital Limited, a Hong Kong corporation whose principal office is
at
Xxxxx 0000, Xxxxxxx Xxxxx, 00 Xxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx (“the
Consultant”).
RECITALS
It
is the
desire of the Corporation to engage the services of the Consultant to perform
for the Corporation certain consulting services for the Corporation as an
independent contractor and not as an employee.
It
is the
desire of the Consultant to consult with the Board of Directors, the officers
of
the Corporation, and certain other management personnel, and to undertake,
for
the Corporation, consultation as to the strategic development of the
Corporation.
AGREEMENT
Term
|
1.
|
The
respective duties and obligations of the parties hereto shall be
for a
period up to the completion of public listing exercise or for a period
of
12 months commencing on the date hereof, whichever is earlier, and
may be
terminated by either party by giving sixty (60) days written notice
to the
other party.
|
Business
Consulting Services
|
2.
|
The
Consultant will perform, or subcontract others to perform, the following
responsibilities:-
|
|
(a)
|
To
educate the Corporation on the public listing of the Corporation
in the
U.S. or other foreign securities
markets;
|
|
(b)
|
To
assist the Corporation in the preparation, translation and review
of
documentation and information necessary for a reverse merger exercise
(“Listing”) and other corporate documents for filing with the
SEC;
|
|
(c)
|
To
assist the Corporation in preparing and reviewing documents related
to the
fund raising exercise, if any, during the Listing
exercise;
|
|
(d)
|
To
assist the Corporation in any other restructuring that may be necessary
for the Listing;
|
|
(e)
|
To
recommend professionals such as financial institutions, securities
attorneys, accountants, or public relations professionals to assist
the
Corporation with its listing exercise and shall act as a coordinator
in
working with such professionals;
|
|
(f)
|
To
assist the Corporation in preparing corporate information for road
show;
|
|
(g)
|
To
organize and participate in the road show of the Corporation in the
United
States.
|
1
Compensation
for the Consultant
| 2. |
The
Corporation agrees to compensate the Consultant as
follows:-
|
|
(a)
|
a
fee equal to US$600,000 or 3% of gross proceeds raised during the
Listing
of the Corporation, whichever is the lower,
and
|
|
(b)
|
upon
completion of the Listing, for nominal consideration, 3-year warrants
to
purchase approximately 6% of the number of securities sold for the
fund
raising. These warrants are expected to be exercisable any time at
a price
equal to 130% of per unit offering price for the placement, on a
net-issuance or cashless basis, and will have registration rights
similar
to the registration rights afforded to investors for the fund
raising.
|
Company
Information; Confidentiality
|
3.
|
The
Corporation recognizes and confirms that, in advising the Corporation
and
in fulfilling its engagement hereunder, the Consultant will use and
rely
on data, material and other information furnished to the Consultant
by the
Corporation. The Corporation acknowledges and agrees that in performing
its services under this engagement, the Consultant may rely upon
the data,
material and other information supplied by the Corporation without
independently verifying the accuracy, completeness or veracity of
same.
The Consultant shall not be responsible for the accuracy, completeness
or
veracity of all those data, material and information provided by
the
Corporation. In addition, in the performance of its services, the
Consultant may look to such others for such factual information,
economic
advice and/or research upon which to base its advice to the Corporation
hereunder as the Consultant shall in good xxxxx xxxx
appropriate.
|
Except
as
contemplated by the terms hereof or as required by applicable law, the
Consultant shall keep confidential all non-public information provided to it
by
the Corporation, and shall not disclose such information to any third party
without the Corporation’s prior written consent, other than such of its
employees and advisors as the Consultant determines to have a need to
know.
Indemnification
| 4. |
The
Corporation shall indemnify and hold harmless the Consultant against
any
and all liabilities, claims, lawsuits, including any and all awards
and
/or judgments to which it may become subject under any jurisdictions
arising out of or are in connection with the services rendered by
the
Consultant or any transactions in connection with this agreement,
except
for any liabilities, claims and lawsuits (including awards and/or
judgments), arising out of willful misconduct or willful omissions
of the
Consultant. The decision of whether the liabilities, claims and lawsuits
are caused by the Consultant’s willful misconduct or willful omissions
shall be determined by governing judiciary. In addition, the Corporation
shall also indemnify and hold harmless the Consultant against any
and all
reasonable costs and expenses, including reasonable counsel fees,
incurred
relating to the foregoing.
|
The
Consultant shall give the Corporation prompt notice of any such liability,
claim
or lawsuit which the Consultant contends is the subject matter of the
Corporation’s indemnification and the Corporation thereupon shall be granted the
right to take any and all necessary and proper action, at its sole cost and
expense, with respect to such liability, claim and lawsuit, including the right
to settle, compromise and dispose of such liability, claim or lawsuit, excepting
therefrom any and all proceedings or hearings before any regulatory bodies
and/or authorities.
2
Termination
|
3.
|
Notwithstanding
the term of this agreement (as set forth in paragraph 1), this agreement
shall terminate on the occurrence of any of the
following:-
|
|
(a)
|
The
bankruptcy, receivership or dissolution of either party to this
agreement.
|
|
(b)
|
The
purchase of the Corporation in its entirety by another
corporation.
|
|
(c)
|
The
merger of the Corporation with another company, unless the Corporation
is
deemed to be the surviving company.
|
In
the
event of termination pursuant to this paragraph, any amounts due and payable
to
the Consultant and the conditional benefits entitled by the Consultant shall
become immediately due and payable.
Applicable
Law
| CORPORATION | CONSULTANT | ||
|
Nice Enterprise Trading H.K. Co., Ltd. |
Yorkshire Capital Limited |
3
