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EXHIBIT 10-P
ENGAGEMENT AGREEMENT
This agreement is made the January 17, 1997.
Xxxxx Consumer Electronics, Inc. ("Xxxxx") hereby agrees to appoint
BILLION LANE INTERNATIONAL LIMITED ("BIL") as its consultant with the following
terms and conditions:
1. PERIOD OF ENGAGEMENT
Engagement period will be started from February 15, 1997 and it is
agreed that Xx. Xxxx Xxxx Xxx (I.D. No: D350585(6)) ("Xx. Xxxx") of BIL will be
in-charging such engagement and during the period of engagement, Xx. Xxxx will
be traveling around and agrees to devote not less than 90% of his working time
to response and to carry out the duties as mentioned below.
2. SCOPE OF ENGAGEMENT
For the duration of the engagement, BIL shall be responsible for
providing consultancy work in relation to the Shenzhen Kuoli Electronics Company
Ltd. ("Kuoli") and its Hong Kong Office including:
- To assist to set up the accounting, costing and inventory
control systems of Kuoli;
- To review the equity structure of Kuoli and to give proposals
for restructuring and when appropriate, to identify potential
PRC based investors;
- To assist to recruit suitable candidates for different
positions in Kuoli and/or its Hong Kong Office;
- To assist to resolve the customs clearance problems,
import/export quota problems and liaison with the Foreign
Exchange Control Bureau of Kuoli as quickly as possible;
In addition to the above scope of engagement, BIL will also assist to give
financial and tax advise on Craig's operations in Hong Kong and PRC when
required. It is agreed that Xx. Xxxx of BIL will carry a title as General
Manager - Asia Pacific Region and will use it best effort in performing the
above duties, however, Xxxxx should seek independent legal and professional
advise whenever required.
3. FEE & DISBURSEMENT
In consideration of consultancy work done by BIL, Xxxxx agrees to
pay to BIL the followings:
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- Xxxxx agrees to pay to BIL a monthly consultancy fee of
US$10,000 while Xx. Xxxx of BIL will be responsible to handle
all different aspects of Craig's operation and development
over Asia Pacific Region;
- Xxxxx agrees to pay to BIL, on a quarterly basis, a sales
commission 1.5% for the all sales generated in PRC and the
1.5% will be reduced to 1.0% in the second year;
- Xxxxx agrees to pay to BIL, 10% of the savings in cost of
parts and expenses if costs of parts & expenses below 20% of
Total Value of Output of the PRC JV, payable within two months
after the closing of the financial year;
- If US$6 million goods are being shipped out from the new JV
starting from 1st February, 1997 to 30th June, 1997, Xxxxx
agrees to pay to BIL a successful fee of US$25,000;
- Xxxxx also agrees to pay the following successful fee:
- US$5,000 if all the refurbished goods now situated in
Shenzhen JV shipped out before January 28, 1997;
- another US$5,000 if not less than 75% of the parts now
situated in Shenzhen JV shipped out before February 14,
1997;
- Another US$5,000 if the Shenzhen JV is terminated before
March 31, 1997
(It is understanding minor variance from the above
days will not affect the above successful fee)
- Xxxxx, by its own discretion, agrees to pay to BIL at the end
of each year a further successful fee based on the overall
consultancy performance of BIL;
- all out-of-pocket expenses incurred by BIL in or about the
discharge its works mentioned above including telephone,
hotel, traveling, entertainment, car parking.
In addition to the above, Xxxxx also agrees to assist Xx. Xxxx to obtaining a
residenceship in USA and the terms of this agreement each year and to be agreed
upon by both parties.
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4. FORMER AGREEMENT
This Agreement shall be in substitution for any previous agreement
between BIL and Xxxxx previously in forces, if any.
5. TERMINATION
Either party can terminate this Agreement by giving a 30 days
written notice.
IN WITNESS whereof the parties hereto have duly executed this
Agreement the day and year first above written.
SIGNED BY MR. XXXXXXX XXXXXX )
FOR AND ON BEHALF OF )
XXXXX CONSUMER ELECTRONICS, INC. )
IN THE PRESENCE OF )
)
)
SIGNED BY XX. XXXX XXXX XXX )
FOR AND ON BEHALF OF )
BILLION LANE INTERNATIONAL LIMITED )
IN THE PRESENCE OF )
)
)
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