CHHI's VP CONSULTING SERVICES AGREEMENT
THIS AGREEMENT is made as of the 1st day of MAY, 2004.
BETWEEN:
CHINA HEALTH HOLDING INC., OR its Nominee a company incorporated in
Nevada USA, having an office at Park Place # 3400 - 000 Xxxxxxx Xx.,
Xxxxxxxxx, X.X. Xxxxxx, X0X 0X0
(Hereinafter called "CHHI")
OF THE FIRST PART
AND:
Xxxx Xx or NOMINEE, having an office at 0000 X. 00 Xxx. Xxxxxxxxx, XX,
Xxxxxx X0X 0X0
(hereinafter called " VP")
OF THE SECOND PART
WHEREAS:
A. CHHI to retain VP to assist CHHI in providing management consulting
services to CHHI, 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 VP hereto agree as follows:
1. APPOINTMENT OF VP
1.1 CHHI hereby retains VP to assist CHHI in providing management
consulting services to CHHI in USA, Canada and abroad as may from time
to time be required with respect to CHHI, as more particularly
described as Schedule A hereto.
1.2 VP 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, VP shall be a VP of
CHHI.
2. LIMITATIONS ON ACTIVITIES
2.1 VP 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, VP
agrees that:
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(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 CHHI.
3. TERM
3.1 The term of this agreement shall commence MAY1 2005 and shall continue
for 2 year, terminating on APRIL30 200 with a review after three (3)
month probationary period, 6where this agreement may be terminated for
any reason, or the duties, time commitments and compensation may be
adjusted by mutual consent.
4. COMPENSATION
4.1 VP shall be granted a call from CHHI on 1st: 150,000 shares options of
CHHI's capital stock option at a price of 30 cents USD per share,
which will be exercisable until April30 2006, and 2nd: 150,000 shares
options of CHHI's capital stock option at a price of 80 cents USD per
share, which will be exercisable until April 30 2007 and, or, thirty
(30) days after the termination of this Agreement. Upon payment of 30
cents or/and 80 cents USD per share for the number of shares being
called CHHI will deliver. for the number of shares requested, up to a
total of 300,000 shares ( options ), and will either transfer, if
possible, such shares to a brokerage account of VP's choice or provide
VP with the requisite number of share certificates in a form necessary
to render those certificates freely transferable and negotiable. CHHI
will also furnish or execute any further documents that may reasonably
be required to complete this share transfer.
5. CONFIDENTIALITY
5.1 VP will keep confidential any information not otherwise readily
available from public sources which it obtains from CHHI. Upon
termination of this agreement, VP shall return to CHHI all data,
information and other written material regarding CHHI obtained by VP
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 CHHI
7.1 CHHI will, with VP's assistance, provide VP with CHHI corporate
information and materials as request and required for the proper
promotion.
7.2 CHHI agrees to broadcast major material events regarding CHHI over the
news wire in addition to normal disclosure requirements.
7.3 CHHI 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.
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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.
8.5 This agreement shall endure to the benefit of and be binding upon the
VP to this agreement and their respective heirs, executors,
administrators, successors, and assigns.
IN WITNESS WHEREOF the VP hereto has 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
/s/ XxxxXxx Xx
----------
XxxxXxx Xx, The Director
/s/ Xxxx Xx
-------
Xxxx Xx, The Director
)
)
________________________________________________)
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)
)
The Common Seal of )
Xxxx Xx )
was hereunto affixed in the )
presence of: ) c/s
/s/ Xxxx Xx
-------
Xxxx Xx
Signatory:
)
)
______________________________________________)
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SCHEDULE A
VP agrees to provide the following management services, subject to the specific
terms of the agreement to which this Schedule is attached:
0.Xx bring vision and goals for the Company and add to shareholder value.
0.Xx give advice on Corporate Governence and ethical conduct of Board.
0.Xx conduct market research into the Company products in Asia and elsewhere
0.Xx source for markets and Companies and distributors to be distributors of the
Company's products.
0.Xx assist the Corporate in other duties necessary for the global growth and
success of the Company and the Subsidiaries.
