CONSULTING AGREEMENT
This Consulting Agreement (the “Agreement”) is entered into as of the 12th day of October, 2007, by and between Longwei Petroleum Investment Holding Limited, No. 30 Guanghau Avenue, Xxx Xxxxxx District, Taiyuan City, Shanxi Province, China 030024, a Colorado corporation (“Longwei”) and Ms. Xxx Xxxx, 000 Xxx Xxxxx Xxxxx Xxxx, Xxxxxxxx, Xxxxx, 000000 (“Consultant”) with reference to the following:
RECITALS
Consultant agrees to be engaged and retained by Longwei upon the terms and conditions set forth herein.
A.
Identifying Merger or Acquisition Candidates;
B.
Assisting in negotiating terms and conditions with the merger candidate and providing Longwei with an acceptable Agreement.
C.
Assistance with completing the steps necessary for the merger to be listed on the OTC Bulletin Board.
It shall be expressly understood that Consultant shall have no power to bind Longwei or any other parties in respect of which Consultant is providing direct or indirect services under this Agreement to any contract or obligation or to transact any business in any such party’s name or on behalf of any such party in any manner. It is further understood that Consultant’s role shall be advisory only and Longwei shall have discretion to accept or reject the advice or recommendations of Consultant hereunder.
1.
Term.
The term of this Agreement shall commence on the date hereof and continue for a term of one year.
2.
Compensation and Fees.
The engagement fee payable to Consultant shall be one percent minus equally deducted shares for stock promotion of the total amount of common stock issued to Longwei, or 750,000 shares minus equally deducted shares for stock promotion by the merged company once the merger transaction is completed and the merged company is trading on the OTC Bulletin Board. This stock will be restricted until a registration statement is filed and approved.
3.
Exclusivity and Performance.
Consultant acknowledges and agrees that
confidential information proprietary to Longwei obtained during its engagement shall not be, directly or indirectly, disclosed without the prior express written consent of Longwei unless and until such information is otherwise known to the public generally, or is otherwise not secret and confidential.
4.
Independent Contractor.
In its performance hereunder, Consultant and his agents shall be an independent contractor. Consultant shall complete the services required hereunder according to his own means and methods of work, shall be in the exclusive charge and control of Consultant and not subject to the control or supervision of Longwei, except as to the results of the work.
This Agreement shall be governed by the laws of the State of Colorado.
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IN WITNESS WHEREOF, the parties hereunder have entered into this Agreement on the date first written above.
LONGWEI PETROLEUM INVESTMENT
CONSULTANT
HOLDING LIMITED
A Colorado Corporation
By: /s/ Xxxx Xxxxxxx, President
By: /s/ Ms. Xxx Xxxx
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