AGREEMENT FOR SERVICES
This
Agreement for Services ("Agreement") is entered into on,
May 12, 2005, by and between
Jilin Haitian Industry Co Limited ("JHI Co"), a Chinese corporation having
its principal place of business in Jilin City China and Global
Access Ventures, LLC
("Global Access"), having its principal office at New York, USA.
WHEREAS
JHI Co has engaged the services of Global Access to facilitate the listing
of JHI Co corporate shares first on the OTCBB and then on the
NASDAQ Small Cap market, depending on the satisfaction of the relevant listing
requirements, through the execution of a business combination with a public
company,
The
parties hereto agree as follows:
| 1. |
Engagement.
JHI Co hereby engages Global Access and Global Access hereby agrees
to hold themselves available to render advisory and professional services
for the JHI Co
and its affiliates regarding JHI Co's desire to become listed on
the
U.S. publicly traded markets via a
business combination with a public company (“Public Company”). Global
Access shall provide assistance and advice with respect to: (i) the
Acquisiton of the Public Company, (ii) preparing filings required to
be
filed with governmental authorities in the U.S. ( especially the SEC
and
NASDAQ), (iii) the listing of the Public Company’s shares on the OTCBB and
the NASDAQ small cap market after the Acquisition, (iv) arranging
financing post-Acquisiton.
|
| 2. |
Duties
of Global Access.
Global Access shall hold themselves available to render and shall render
at the request
of JHI Co from time to time advisory services in connection with their
efforts
to become a publicly traded Company on the U.S. equity markets through
the
business combination as described below.
The specific
tasks to be performed and the services to be provided are listed in
Attachment A.
|
| 3. |
The
Acquisition.
Public Company
will issue its shares in exchange for all of the outstanding capital
stock
of JHI Co The Public Company will be clean and free of liabilities
as a
result of having its liabilities discharged by the Bankruptcy Court.
Global Access acknowledges that the Public Company will also have no
operations and no legal disputes. The shares to be issued by Public
Company to JHI Co and Global Access will represent 90% of Public Company’s
outstanding stock after the acquisition. After the acquisition the
present
shareholders of JHI Co will own 76.5% of the stock of the combined
companies, Global Access will own 13.5% of the outstanding stock (as
a
result of the shares to be issued to Global Access as described in
paragraph 7
below), and public shareholders and others will own 10% of the
stock.
|
| 4. |
Information
and services to be provided by JHI Co.
JHI Co will be responsible for providing all
necessary information
required for Global Access (and for the public company) to complete
a "due
diligence" examination of JHI Co before
the business combination and to complete all disclosure documents and
related information required for Public Company to fully and accurately
report the acquisition to the United States and Exchange Commission
and
for all other required filings with the Securities and Exchange Commission
and the National Association of Securities Dealers, Inc. JHI
Co
will also be responsible to retain and provide Public Company and its
attorneys with access to:
|
| · |
an
appropriate contact person who is fluent in both English and the Chinese
language primarily used by JHI
Co,
|
| · |
auditors
who are registered with the United States Public Accounting Oversight
Board, familiar with the requirements of Regulation S-X and other
accounting and auditing requirements of the Securities and Exchange
Commission, and capable of providing audited financial statements of
JHI
Co complying
with US generally accepted accounting principles,
and
|
| · |
local
attorneys in China who are fluent in
English.
|
JHI
Co acknowledges
that any unreasonable delay in providing such services and documents
may delay the completion of the business combination.
| 5. |
Term.
The term of this Agreement
shall begin as of the date of this Agreement and shall continue
without interruption until the Public Company’s shares are listed first on
the XXX.XX and then on the NASDAQ Small Cap market, depending on the
satisfaction of the relevant listing
requirements.
|
| 6. |
Compensation
for Services.
As compensation for all services rendered by Global Access under
this Agreement, JHI Co shall pay Global Access the sum of $300,000
USD
in installments as follows:
|
| · |
JHI
Co shall pay Global Access
a retainer of $150,000 USD to conduct an extensive due diligence review
and assist JHI Co in developing a
company business plan.
|
| · |
JHI
Co has been examined by Global Access. Global Access confirms that
JHI Co
is a good candidate for going public in the United States. The retainer
is
due in full at the time this Agreement is signed. In addition, it is
agreed by all parties
that the retainer is deemed as non-refundable and fully earned upon
receipt. Global
Access will start the due diligence works after the retainer is paid
in
full.
|
| · |
A
second services fee of $100,000
USD is due in full within 15 days from the date the disclosure statement
is filed with the SEC.
|
| · |
A
final services fee of $50,000 USD is due in full no later than 5 days
after the Company
is publicly traded. Note: Any delay in this final payment may delay
the
start
of the Investor Relations program conducted by one or more Investor
Relations firms.
|
| 7. |
Distribution
of Company Shares.
JHI Co shall distribute and fully transfer to Global
Access the total of fifteen percent (15%) of the total outstanding
shares
that are issued
to JHI Co by Public Company.
|
| · |
The
shares shall carry a "Restricted"
legend in accordance with SEC Regulation
D.
|
| · |
The
shares shall be fully transferred
by Stock Transfer Agent on the date the Company enters
the public market.
|
| · |
All
shares are deemed fully
earned upon receipt.
|
| 8. |
Reimbursement
of certain expenses. JHI
Co will reimburse Global Access for the following
expenses.
|
| · |
Costs
and expenses of reorganization of the Public Company -- $200,000. This
fee
will be payable as follows:
|
| · |
$100,000
upon signing this Agreement
|
| · |
$100,000
on filing of the disclosure statement
|
| · |
Legal
fees of the attorneys who prepare the disclosure statement, and other
bankruptcy related items -- $80,000. This fee will be payable as
follows:
|
| · |
$40,000
upon signing this Agreement,
|
| · |
$40,000
upon completion of the business combination with Public
Company.
|
| · |
Accounting
firm's fee to perform the audit of JHI Co’s financial statements--
$80,000. This fee
will be payable as follows:
|
| · |
$40,000
upon signing this Agreement,
|
| · |
$40,000
when audit is completed and JHI Co provides signature and acceptance
of
audit.
|
2
| 9. |
Deposit
of fees and expenses.
Upon signing this Agreement, JHI Co will pay the initial retainer due
to
Global Access ($150,000USD), together with the initial payment with
respect to reorganization of Public Company ($100,000USD) and Legal
fees
($40,000USD), and Accountant fees ($40,000USD) described above. The
total
sum due to begin services is $330,000USD and shall be deposited into
an
attorney’s escrow account to be disbursed as we may direct. Should the
transaction not be completed, JHI Co will be entitled to an immediate
return of all amounts that have not become earned or expensed as described
above.
|
| 10. |
Termination
of the Agreement.
During the due diligence phase, if Global Access discovers material
differences in the project from
those previously disclosed by JHI Co,
or any conditions that constitute fraud and/or negligence on the part
of
JHI Co
or any of its associates or any other occurrence that would make cause
to
jeopardize
and/or put additional risks on the successful completion of the business
combination (collectively
"adverse conditions"), Global Access holds the unconditional right
to
withdraw its
services and make the Agreement null and void without consequence to
Global Access. Such
withdrawal right will not apply in the absence of a discovery of an
adverse condition by Global
Access.
|
| 11. |
Disclosure
of Information.
Global Access shall not disclose or appropriate any secret or confidential
information of JHI Co
|
| 12. |
Modification
of Agreement.
This Agreement may not be modified by the parties hereto only by
a written supplemental agreement executed by both
parties.
|
| 13. |
Financial
Condition of Public Company.
On consummation of the acquisition, the Public Company will have the
following attributes: (1) there will be no pending litigation or
threatened litigation against the Public Company , (2) it shall have
maintained reasonable business and other records in connection with
its
previous activities, (3) it shall have no operations, no debts, of
any
type whatsoever, (4) JHI Co shall have approved the number of shareholders
on consummation of the acquisition, and (5) there shall be no contingent
liabilities or undisclosed beneficial owners . Items 1 and 3 shall
be
certified by an Attorney in the U.S.
|
| 14. |
Notice.
Any notice required or permitted to be given hereunder shall be sufficient
if in writing,
and if sent by registered or certified mail, postage prepaid, addressed
as
follows:
|
If
to JHI:
___________________________
(Address)
Attention:
___________________, Chairman
If
to Global Access;
Global
Access Ventures
c/o
Eaton & Xxx Xxxxxx LLP
0
Xxxx Xxxxxx
Xxx
Xxxx, XX 00000
Attention:
Xxxxxx X. Xxxxxxxx.
Or
to such other address as the parties hereto may specify, in writing, from time
to time.
| 15. |
Waiver
of Breach and Concerning
Compensation.
The waiver by either party of any breach of
any provision of this Agreement shall not operate or be construed as
a
waiver of any subsequent
breach.
|
| 16. |
Governing
Law.
This Agreement and its interpretation, validity and performance shall
be
construed
and enforced in accordance with the laws of the State of New York,
USA.
|
3
| 17. |
Additional
Understandings.
JHI Co understands that in order to create and maintain an active market
in its shares, JHI Co will need to retain an investor relations firm
to
introduce JHI Co to, and arrange meetings with, key financial
decision-makers, and disseminate information about JHI Co's business
to
the investment community, and that JHI Co will need to make its management
available for, and cooperate with, the investor relations firm in carrying
out those activities. Fees for an investor relations firm are estimated
to
be $10,000 per month.
|
| 18. |
Entire
Agreement.
This Agreement contains
the entire contract of the parties with respect to the
subject matter hereof and supersedes all agreements and understandings
between the parties
concerning the subject matter hereof.
|
| 19. |
Dual
Language.
This Agreement has been prepared in both English and Chinese versions,
which are intended to be substantially identical in meaning. The parties
agree that both versions have equal legal
effect.
|
IN
WITNESS WHEREOF, JHI Co has caused this Agreement to be signed by its
corporate
officer thereto duly authorized, and Global Access has signed this Agreement,
all as of the date first above written.
JHI
Co:
By: /s/
Wang
Xxxxxx
Xxxx
Xitian, Chairman
Chief
Executive Officer
Date:
May 12, 2006
Global
Access Ventures:
By: /s/
Xxxxxx X. Xxxxx,
Xx.
Xxxxxx
X. Xxxxx, Xx., Chairman
Date:
May 12, 2006
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