CHHH (OTCBB)'s UPDATE IR CONSULTING SERVICES AGREEMENT
THIS AGREEMENT is made as of the 1st day of May, 2005.
This is the update term for the Consulting Agreement signed mutually in Jnue
2004 and the agreement mutually signed in Nov 2004which is also been dismissed
mutually. The Consultants will be only servered as CHHH's Senior IR Consultant
but not as CHHH's VP management since May1 2005.
This will be the only agreement and updated terms legally effective and execute
between CHHH (OTCBB) and the " Consultants" from May1st 2005.
BETWEEN:
CHINA HEALTH HOLDING INC., OR its Nominee a company incorporated in
Nevada USA, having an office at Park Place # 600 - 000 Xxxxxxx Xx.,
Xxxxxxxxx, X.X. Xxxxxx, X0X 0X0
(Hereinafter called "CHHH (OTCBB)")
OF THE FIRST PART
AND:
Bevitor Hodling Ltd. or NOMINEE, having an office at 00 X Xxxxxxxxx
Xx., Xxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxx.
(hereinafter called " Consultant")
Xxxxx Xxxxxxx, having a residential address at 00X Xxxxxxxxx Xxxx,
Xxxxxxx Xxxxx Xxxxxx, Xxxxxxxxx. ( hereinafter called " Xxxxxxx")
("Consultant" and " Xxxxxxx" being hereafter singularly also referred
to as "Consultant" and collectively referred as the " Consultants" as
the context so requires)
OF THE SECOND PART
WHEREAS:
A. CHHH (OTCBB) to retain CONSULTANTS 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 Consultants hereto agree as
follows:
1. APPOINTMENT OF CONSULTANTS
1.1 CHHH (OTCBB) hereby retains CONSULTANTS 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.
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1.2 CONSULTANTS 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, CONSULTANTS shall be a
consultant of CHHH (OTCBB).
2. LIMITATIONS ON ACTIVITIES
2.1 CONSULTANTS 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,
CONSULTANTS 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 June 16th, 2004 and shall
continue for 3 years, terminating on June 16th., 2007 with a review
after three (3) month probationary period, where 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 CHHH (OTCBB) shall pay for the management services rendered hereunder
the sum of $US2500 per month, payable on the 1st day of each subsequent
month, commencing July 1st, 2004. After 6 months, the consultant
services fees will be reviewd and possibly increase accordingly.
4.2 DUE TO THE INCREASING RESPONSIBILITY FROM CHHH (OTCBB) IR PROGRAM AND
SERVICES FROM THE CONSULTANTS TO CHHH (OTCBB) FROM May 1st 2005, CHHH
(OTCBB) AGREES THAT CHHH (OTCBB) WILL PAY FOR $3500 USD PER MONTHLY,
START FROM May 1st 2005 TO THE CONSULTANTS FOR CONSULTANTS FURTHER IR
SERVICES TO CHHH (OTCBB).
4.3 CONSULTANTS shall be granted a call from CHHH (OTCBB) on 600,000 shares
of CHHH (OTCBB)'s capital stock at a price of 10 cents USD per share,
which will be exercisable until June 16th, 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 600,000
shares, and will either transfer, if possible, such shares to a
brokerage account of CONSULTANTS's choice or provide CONSULTANTS 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.
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4.4 DUE TO THE INCREASING RESPONSIBILITY FROMCHHH (OTCBB)'S IR PROGRAM AND
SERVICES FROM THE CONSULTANTS TO CHHH (OTCBB) FROM May 2005, CHHH
(OTCBB) AGREES START FROM May 1 2005, CONSULTANTS shall be granted a
call from CHHH (OTCBB) on 600,000 shares of CHHH (OTCBB)'s capital stock
at a price of 30 cents USD per share, which will be exercisable until
June 16th, 2009, and, or, thirty (30) days after the termination of this
Agreement. Upon payment of 30 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 600,000 shares, and will either transfer, if
possible, such shares to a brokerage account of CONSULTANTS's choice or
provide CONSULTANTS 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 CONSULTANTS 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).
4.6 CONSULTANTS shall be paid for 10% Finders' Fees according to related
Nevada Laws USA and SEC regultaions if the CONSULTANTS assist CHHH
(OTCBB) raised any capitals financing for CHHH (OTCBB) in the future.
5. CONFIDENTIALITY
5.1 CONSULTANTS will keep confidential any information not otherwise readily
available from public sources which it obtains from CHHH (OTCBB). Upon
termination of this agreement, CONSULTANTS shall return to CHHH (OTCBB)
all data, information and other written material regarding CHHH (OTCBB)
obtained by CONSULTANTS 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 CONSULTANTS's assistance, provide CONSULTANTS
with CHHH (OTCBB) corporate materials which include, but not limited to:
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- 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.
8.5 This agreement shall endure to the benefit of and be binding upon the
Consultants to this agreement and their respective heirs, executors,
administrators, successors, and assigns.
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IN WITNESS WHEREOF the Consultants 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
)
)
DIRECTOR: XXXX XX /s/ Xxxx Xx
-----------------
/s/ Xiaofe Yu
--------------------
DIRECTOR: XXXXXXX XX )
)
May1st., 2005
)
The Common Seal of )
Bevitor Holding Ltd. )
was hereunto affixed in the )
presence of: )
c/s
/s/ Xxxxx Xxxxxxx
The President: Xxxxx Xxxxxxx
And:
Xxxxx Xxxxxxx
)
)
/s/ Xxxxx Xxxxxxx )
------------------
May1st 2005
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SCHEDULE A
CONSULTANTS agrees to provide the following management services, subject to the
specific terms of the agreement to which this Schedule is attached:
1. Telemarketing - CONSULTANTS will contact investors, retail brokers and
institutional contacts with a view to introducing them to CHHH (OTCBB);
2. Road Shows - CONSULTANTS will arrange retail broker and analyst road shows
when and where applicable. CONSULTANTS will support these shows with timely
and appropriate follow up to maximize their impact and minimize CHHH
(OTCBB)'s necessity to maintain contact directly;
3. Advertising and Investment Letters - As appropriate, CONSULTANTS will
endeavor to introduce CHHH (OTCBB) to competent letter writers and assist
with identifying advertising that would be deemed to produce the best
result;
4. Internet - CONSULTANTS will provide input on the content of the CHHH
(OTCBB) web site if appropriate and recommend links to other web sites
which CONSULTANTS believes will provide greater exposure for CHHH (OTCBB)
and its operations;
5. General - Generally, CONSULTANTS will assist with shareholder and broker
communications and public CHHH (OTCBB).
6. The Cosultant will assist/support CHHH (OTCBB)'s further corp financing
activities.
