Executive Management Update SERVICES AGREEMENT
THIS AGREEMENT is made as of the April 28th, 2005. It is the update terms for
the agreement signed mutually in June 2004.
BETWEEN:
CHINA HEALTH HOLDING INC. OR its Nominee a company incorporated in
Nevada USA, having an office at Park Place Suite 3400 - 000 Xxxxxxx
Xxxxxx, Xxxxxxxxx, XX Xxxxxx X0X 0X0
(Hereinafter called "CHHH (OTCBB)")
OF THE FIRST PART
AND:
Julianna Xxxxx Xx. or NOMINEE, having an office at Sheraton Suite le
Soleil Vancouver, Suite # 609, Xxxxxxxxx, XX Xxxxxx X0X 0X0
(hereinafter called " X.X. EXECUTIVE Executive")
OF THE SECOND PART
WHEREAS:
A. CHHH (OTCBB) to retain X.X. EXECUTIVE to assist CHHH (OTCBB) in providing
management consulting services to CHHH (OTCBB), a company incorporated in Nevada
USA.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
the covenants and agreements herein contained the parties hereto agree as
follows:
1. APPOINTMENT OF X.X. EXECUTIVE
1.1 CHHH (OTCBB) hereby retains X.X. EXECUTIVE to assist CHHH (OTCBB) in
providing management consulting services to CHHH (OTCBB) in USA,
Canada and abroad as may from time to time be required with respect to
CHHH (OTCBB), as more particularly described as Schedule A hereto.
1.2 X.X. EXECUTIVE agrees to devote sufficient time as may be necessary
and to employ its best efforts to faithfully and industriously perform
the services as described in Schedule A hereto.
1.3 In performing its management services hereunder, X.X. EXECUTIVE shall
be an Executive Employee of CHHH (OTCBB).
2. LIMITATIONS ON ACTIVITIES
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2.1 X.X. EXECUTIVE recognizes and agrees that securities laws, regulations
and policies in the U.S. and British Columbia and elsewhere limits the
allowable scope of management activities and prohibit certain
activities. Notwithstanding any other provision of this agreement,
X.X. EXECUTIVE agrees that:
(a) It will not engage in any activity in contravention of the
law, regulation or policy of any body having jurisdiction in
any other jurisdiction in which it conducts management
activities on behalf of CHHH (OTCBB).
3. TERM
3.1 The term of this agreement shall commence 1st of May 2004, where this
agreement may be reviewed for any reason, or, the duties, time
commitments and compensation may be adjusted by mutual consent.
4. COMPENSATION
4.1 CHHH (OTCBB) shall pay for the management services rendered hereunder
the sum of $US 8,000 per month, payable on the first day of each
subsequent month, commencing May 1st, 2004. Every 6 months, the
management services will be reviewed and possibly increase 30% to 50%
accordingly by CHHH (OTCBB).
4.2 Added Terms: CHHH (OTCBB) shall pay for the monthly services fees to
X.X Executives for a total $10,000 USD per month to the X.X.
Executive: CHHH (OTCBB) started legally from Jan1st. 2005 due to
increased responsibilities and duties to CHHH (OTCBB) and its 2
subsidies.
4.3 Added Terms: CHHH (OTCBB) shall pay for 3% Royalty of total gross
sales/Profits of all CHHH's Natural Herbal Medical Products and 3%
Royalty of a total CHHH's Gross sales/Profits in Subsidiaries: China
Health World Trade Corporation and China Health World Pharmaceutical
Corporation to J/ L. Executive as a part of compensation plan to X. X.
executive start from Jan 1 2005.
4.4 X.X. EXECUTIVE shall be granted a call from CHHH (OTCBB) on 2,500,000
shares of CHHH (OTCBB)'s capital stock at a price of 10 cents USD per
share, which will be exercisable until June 1st, 2009, and, or, thirty
(30) days after the termination of this Agreement. Upon payment of 10
cents USD per share for the number of shares being called CHHH (OTCBB)
will deliver. for the number of shares requested, up to a total of
2,500,000 shares, and will either transfer, if possible, such shares
to a brokerage account of X.X. Executive's choice or provide X.X.
EXECUTIVE with the requisite number of share certificates in a form
necessary to render those certificates freely transferable and
negotiable. CHHH (OTCBB) will also furnish or execute any further
documents that may reasonably be required to complete this share
transfer.
4.5 X.X. EXECUTIVE shall also be reimbursed for its actual out-of -pocket
expenses incurred pursuant to this agreement, such expenses to be paid
within 30 business days of invoice. All invoices shall be supported by
appropriate evidence of the expenses referred to therein. Any
individual expense item, other than telephone invoices, in excess of
$200 shall first be approved by CHHH (OTCBB).
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5. CONFIDENTIALITY
5.1 X.X. EXECUTIVE will keep confidential any information not otherwise
readily available from public sources which it obtains from CHHH
(OTCBB). Upon termination of this agreement, X.X. EXECUTIVE shall
return to CHHH (OTCBB) all data, information and other written
material regarding CHHH (OTCBB) obtained by X.X. EXECUTIVE from in
connection with the performance of its services hereunder.
6. NOTICE
6.1 Any notice or other communication or instrument required or permitted
to be given or delivered hereunder shall be in writing and shall be
well and sufficiently given or delivered if enclosed in a sealed
envelope and addressed to the party to receive same at its address as
set forth on the first page of this agreement, and in each case
delivered personally or mailed by registered mail.
Any notice so given or delivered shall be conclusively deemed to have
been given when delivered, if delivered personally, or 72 hours
following the mailing of same, if mailed by registered mail.
7. RESPONSIBILITIES OF CHHH (OTCBB)
7.1 CHHH (OTCBB) will, with X.X. Executive's assistance, provide X.X.
EXECUTIVE with CHHH (OTCBB) corporate materials which include, but not
limited to:
- a PowerPoint company presentation
- a broker/investor due diligence package
- a media package
- a one page corporate profile
- a brochure
7.2 CHHH (OTCBB) will try to provide the material timely.
7.3 CHHH (OTCBB) agrees to broadcast major material events regarding CHHH
(OTCBB) over the news wire in addition to normal disclosure
requirements.
7.4 CHHH (OTCBB) agrees to provide appropriate corporate background
material to "Material Events" at the same time as the events are made
public. The background to these events may be delivered in the form of
a briefing.
8. GENERAL
8.1 This agreement may only be amended in writing duly executed by the
parities hereto.
8.2 Wherever possible, each provision in this agreement shall be
interpreted in such manner as to be effective and valid under
applicable law, but if any provision shall be prohibited by or be
invalid under applicable law, such provision shall be ineffective only
to the extent of such prohibition or invalidity, without invalidating
the remainder of such provision or the remaining provisions of this
agreement.
8.3 Time shall be of the essence of this agreement.
8.4 This agreement shall be deemed to be made in the Province of British
Columbia, and shall be construed in accordance with and governed by
the laws of said Province.
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8.5 This agreement shall endure to the benefit of and be binding upon the
parties to this agreement and their respective heirs, executors,
administrators, successors, and assigns.
IN WITNESS WHEREOF the parties hereto have caused these presents to be duly
executed as of the day and year first above written.
The Common Seal of )
CHINA HEALTH HOLDING INC. )
Was hereunto affixed in the )
presence of: )
c/s
/s/ Xxxxxxxx Xx,
----------------
Julianna ( Xxxxx) Lu,
The President & CEO
Date: April28th 2005
/s/ Xxxx Xx, Xxxx Xx, The Director
/s/ XxxxXxx Xx
---------------
XxxxXxx Xx, The Director
)
)
)
)
)
The Common Seal of )
Julianna (xxxxx) Lu Executive Management )
was hereunto affixed in the )
presence of: )
c/s
/s/ Xxxxxxxx Xx
Julianna (Xxxxx) Lu
)
)
Date on April28 2005 , and signatory: )
SCHEDULE A
X.X. EXECUTIVE agrees to provide the following management services, subject to
the specific terms of the agreement to which this Schedule is attached:
1. The day to day Executive Management roles for A E&E Pharma Corporation as the
functions of:
1. The Chairman and CEO, and CFO
2. The Director, and
3. The Treasure, and
2. Global Business Strategy and Planning and Exercising
3. Global Products Strategy and Development and Marketing and Distributions
4. Global Financing Strategy and Development
5. Global Development and Strategy Planning and Executions for CHHH (OTCBB) 2
Subsidiaries: China Health World Pharmaceutical Corporation and China Health
World Trade Corporation since April28 2005
