CONSULTING AGREEMENT
THIS AGREEMENT is made this 8th day of August, 2004
BETWEEN:
CHINA HEALTH HOLDING INC., a body corporate, incorporated under
the laws of the State of Nevada, and having an office at Park
Place Suite 3400 - 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX Xxxxxx X0X
0X0
(hereinafter called the "Company")
OF THE FIRST PART
AND:
NATIONAL MEDIA ASSOCIATES, a body corporate, incorporated under
the laws of the State of California, having an office at 0000
Xxxxx Xxxx Xxxx., Xxxxx 000, Xx Xxxxxx, Xxxxxxxxxx, 00000, X.X.X.
(hereinafter called the "Consultant")
OF THE SECOND PART
WHEREAS:
A. The Consultant is a firm carrying on the business of providing national media
consulting services and financial community investor relations consulting
services for emerging companies of merit;
B. The Company is desirous of retaining the consulting services of the
Consultant on a fixed term basis and the Consultant has agreed to serve the
Company as an independent contractor upon the terms and conditions herewith set
forth;
1
FOR VALUABLE CONSIDERATION it is hereby agreed as follows:
1. The Consultant shall provide major media consulting services to the Company,
such duties to include news feature development, establishing relations with
financial advisory newsletter writers and with other trade and advertising media
interested in the Company and its innovative line of alternative health
products. The Consultant shall also provide an investor relations program of
communications to the U.S. institutional, brokerage and retail investor
communities. This work is SUBJECT ALWAYS to the control and direction of the CEO
and Board of Directors of the Company. Additionally, the Consultant shall
consult and advise the CEO and Company on a variety of corporate matters on an
on-going basis, as these may relate to the above programs.
2. The Company shall provide to Consultant copies of all proposed Company
literature prior to the dissemination of such literature to any third parties
and the Consultant shall not disseminate any such materials or documents without
the prior approval of the Company.
3. The term of this Agreement shall be for a period of two years from the date
of this Agreement (the "Initial Term"). This Agreement may be renegotiated and
renewed at the option of the Company, upon notice in writing to the Consultant
at least thirty (30) days prior to the end of the Initial Term.
4. It is agreed that the principal remuneration of servicing the programs
defined under this Agreement shall be compensated: (a) by the issuance to
designated principals of Consultant of 700,000 (Seven hundred thousand) shares
of the Company's common stock from the Company, and also (b) by the issuance to
designated principals of Consultant of 300,000 ( Three hundred thousand) shares
of the Company's common stock from the Company which shares shall be included in
2
a registration statement if the Company determines to register shares after the
date of this Agreement for its own account or the account of others under the
Securities Act of 1933, as amended ("Registration Rights"); and (c) by the
issuance of options to purchase 1,000,000 (One Million) shares of the Company's
common stock at an exercise price equal to $US 0.10 per share, to designated
principals of Consultant. Such options shall expire three (3) years after the
date of this Agreement. Consulting services shall commence upon physical receipt
of said shares and option documents. The Consultant hereby acknowledges that
only the compensation described under Section 4(b) above shall have Registration
Rights.
5. The Consultant shall be responsible for the payment of its income taxes as
shall be required by any governmental entity with respect to compensation paid
by the Company to the Consultant.
6. During the term of this Agreement, the Consultant shall provide its services
to the Company primarily through Xxxxxx Xxxxxx with assistance of Xxxxxxx
Xxxxxx, and the Consultant shall ensure that Xxxxxx Xxxxxx and Xxxxxxx Xxxxxx
will be available to provide such services to the Company in a commercially
reasonable time
7. The Company shall be billed at direct cost all out-of-pocket expenses up to a
maximum of $US 1,000 incurred by Consultant in connection with its duties
hereunder, including any travel and other expenses of printing and mailing that
may be required in servicing the account activity. The Company herewith commits
to prompt payment of such itemized and documented expenses in each 30-day term.
Consultant shall obtain written approval in advance for each and any specific
proposed expense in excess of $US 300. All xxxxxxxx shall be provided to the
Company in an itemized and documented format.
3
8. The Consultant shall not, either during the continuance of its contract
hereunder or any time thereafter, disclose the private affairs of the Company
and/or its subsidiary or subsidiaries, or any secrets of the Company and/or its
subsidiary or subsidiaries, to any person or entity (directly or indirectly)
whether or not to the detriment of the Company and shall not (either during the
continuance of its contract hereunder or any time thereafter) use any
information it may acquire in relation to the business and affairs of the
Company and/or its subsidiary or subsidiaries for its own benefit or purposes
(directly or indirectly), or for any purpose other than those of the Company as
more particularly described in paragraph 1 above.
9. The Company agrees to indemnify and hold the Consultant harmless from any
loss, costs or expenses incurred as a result of or arising out of the
Consultant's dissemination or publication of any documents or literature issued
or approved in writing by the Company in accordance with the provisions of
paragraph 2 of this Agreement, in the event that it is established by a Court of
competent jurisdiction that such materials contain material misrepresentations
or false or misleading information, or omit to state a material fact necessary
to prevent a statement that is made from being false or misleading. The Company
shall be solely responsible for all required registrations/exemptions for its
securities at the federal and state levels.
10. The Consultant agrees to indemnify and hold the Company harmless from any
loss, costs or expenses incurred as a result of or arising out of the
Consultant's dissemination or publication of any documents or literature not
issued or approved in writing by the Company in accordance with the provisions
of paragraph 2 of this Agreement, in the event that it is established by a Court
of competent jurisdiction that such materials contain material
misrepresentations or false or misleading information, or omit to state a
material fact necessary to prevent a statement that is made from being false or
misleading.
4
11. The Consultant shall faithfully serve the Company or any subsidiary as
aforesaid during the continuance of its employment hereunder and use its best
efforts to promote the interests of the Company.
12. This Agreement may be terminated forthwith by the Company without prior
notice if at any time:
(a) The Consultant shall commit any breach of any of the provisions herein
contained; or
(b) The Consultant shall be guilty of any misconduct or neglect in the
discharge of its duties hereunder.
(c) The Consultant shall become bankrupt or make any arrangements or
composition with its creditors; or
(d) Xxxxxx Xxxxxx shall become of unsound mind or be declared incompetent
to handle his own personal affairs.
(e) Xxxxxx Xxxxxx and Xxxxxxx Bayback are not available to provide
services to the Company in a commercially reasonable time.
Consultant may terminate this Agreement upon written notice given to the
Company for a material breach of this Agreement.
13. The Company is aware that the Consultant has now and will continue to have
business interests in other companies and the Company recognizes that these
companies will require a certain portion of the Consultant's time. The Company
5
agrees that the Consultant may continue to devote time to such outside
interests, PROVIDED THAT such interests do not conflict with, in any way, the
time required for the Consultant to perform its duties under this Agreement.
14. The services to be performed by the Consultant pursuant hereto are personal
in character, and neither this Agreement nor any rights or benefits arising
hereunder are assignable by the Consultant without the prior written consent of
the Company.
15. Any notice in writing or permitted to be given to the Consultant hereunder
shall be sufficiently given if delivered to the Consultant personally or mailed
by registered mail, postage prepaid, addressed to the Consultant at its last
business address known to the Secretary of the Company. Any such notice mailed
as aforesaid shall be deemed to have been received by the Consultant on the
first business day following the date of the mailing. Any notice in writing
required or permitted to be given to the Company hereunder shall be given by
registered mail, postage prepaid, addressed to the Company at the address shown
on page 1 hereof. Any such notice mailed as aforesaid shall be deemed to have
been received by the Company on the first business day following the date of
mailing. Any such address for the giving of notices hereunder may be changed by
notice in writing given hereunder.
16. The provisions of this Agreement shall inure to the benefit of and be
binding upon the Consultant and the successors and assigns of the Company. For
this purpose, the terms "successors" and "assigns" shall include any person,
firm or corporation or other entity which at any time, whether by merger,
purchase or otherwise, shall acquire all or substantially all of the assets or
business of the Company.
6
17. Every provision of this Agreement is intended to be severable. If any term
or provision hereof is illegal or invalid for any reason whatsoever, such
illegality or invalidity shall not affect the validity of the remainder of the
provisions of this Agreement.
18. This Agreement is being delivered and is intended to be performed in the
State of California and the State of Nevada and shall be construed and enforced
in accordance with, and the rights of the parties shall be governed by, the laws
of that State. This Agreement may not be changed orally, but only by an
instrument in writing signed by the party against whom or which enforcement of
any waiver, change, modification or discharge is sought.
[Signature page follows.]
IN WITNESS WHEREOF this Agreement has been executed as of the day, month
and year first above written.
7
THE COMMON SEAL of )
CHINA HEALTH HOLDING INC. )
was hereto affixed ) c/s
in the presence of: )
)
)
-------------------------- ) per: /s/ Xxxxxxxx Xx
) --------------------------
Julianna (Xxxxx) Lu
-------------------------- ) The President
Authorized Signatory
-------------------------- ) ---------------------------
----------------------------
Date: 8th. of August, 2004
SIGNED, SEALED AND DELIVERED by )
NATIONAL MEDIA ASSOCIATES )
by its authorized )
signatory in the presence of ) NATIONAL MEDIA ASSOCIATES
)
)
)
----------------------------- ) per:/s/ Xxxxxxx XxxXxx
-----------------------
Signature of Witness ) Xxxxxxx XxxXxx
Authorized Signatory
)
----------------------------- ) per: /s/ Xxxxxx Duggun
-----------------------
Address of Witness ) Xxxxxx Duggun
Date: 8th of August, 2004
1. Notes: The Company and The Cosultant Agree that Xx. XxxXxx, Xxxxxxx is the
designated recipient of all the shares and options to be issued under this
agreement.
2. Attached: NMA's corporation certificate and Xxxxxxx XxxXxx'x Personal ID.
