CONSULTING AND MANAGEMENT AGREEMENT
EXHIBIT
10.18
Consulting
Agreement (the "Agreement") made this 3rd day of January 2007 by and
between Capital One Resource
Co., Ltd., Rm 51, 5th Floor,
Britannia House, Jalan Cator, Bandar Seri Begawan BS 8811, Negara Brunei
Darussalam, a wholly owned
subsidiary of CDI Shanghai
Management Company, Limited, a business consultant in China (the “Consultant”)
and Dragon
International Group Corp., a Nevada corporation
(the "Company").
WITNESSETH:
A. Dragon
International Group Corp. desires to engage the services of Consultant as a
subcontractor. As subcontractor, Dragon International Group Corp. will look to
the Consultant for introductions and advice as it relates to the general
business activities of the Company.
Consultant
is desirous of performing such services on behalf of Dragon International Group
Corp.
B. NOW, THEREFORE, in
consideration of the mutual covenants and agreements contained in this
Agreement, the parties hereto agree as follows:
1. Consulting
Services.
a Upon
the terms and subject to the conditions contained in this Agreement, Consultant
hereby agrees that he shall, during the term of this Agreement, will undertake
the performance of services as outlined in this Agreement.
b Upon
the terms and subject to the conditions contained in this Agreement, Consultant
hereby agrees that he shall, during the term of this Agreement, will support the
Company in the following areas:
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i.
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General
business consulting
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ii.
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Identification,
evaluation and structure of potential mergers and acquisitions
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iii.
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Financial
and accounting management
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iv.
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SEC
filings
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v.
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Investor
relations
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vi.
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Auditing
assistance
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vii.
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Public
relation including press release
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2. Term. The Agreement
shall be for a term of twelve (12) months from the date hereof. This Agreement
may be extended for an additional twelve (12) months upon the mutual agreement
of both Company and the Consultant
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3.
Compensation.
a Company
shall issue to Consultant 9,000,000 shares of common stock of Dragon
International Group Corp. (OTCBB: DRGG). 2,000,000 DRGG shares are to
be issued upon signing this agreement and 2,000,000 shares are to be issued upon
completion of $1.5 million raise. 5,000,000 shares are to be issued upon
effectiveness of SB-2 registration.
b Discretionary
Award Fees. At the discretion of the Company, this agreement provides
for the payment of fees payable to the Consultant. At the mutual agreement of
Company and the Consultant, Company can pay to Consultant fees in either readily
available funds or other marketable securities.
4. Indemnification. Consultant shall
not be liable to the Company or to any officer, director, employee,
stockholders, or creditor of the Company, for any act or omission in the course
of or in connection with the provision of advice or assistance
hereunder. The Company agrees to and shall defend, indemnify and hold
Consultant harmless from and against any and all suits, claims, demand, causes
of action, judgment damages, expenses and liability, (including court costs and
attorney’s fees paid in the defense of Consultant) which may in any way result
from services provided by Consultant pursuant to or in connection with this
Agreement.
5. Termination. Either
party may terminate this Agreement upon the giving of thirty (30) days’ prior
written notice, but no such termination shall affect the non refundable retainer
pursuant to Paragraph 3 hereof.
6. Entire
Agreement. This Agreement
contains the entire agreement among the parties with respect to the subject
matter hereof and supersedes all prior agreements, written or oral, with respect
thereto.
7. Waivers
and Amendments. This Agreement
may be amended, modified, superseded, cancelled, renewed or extended, and the
terms and conditions hereof may be waived, only by a written instrument signed
by the parties or, in the case of a waiver, by the party waiving
compliance. No delay on the part of any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall
any waiver on the part of any party of any right, power or privilege hereunder,
nor any single or partial exercise of any right, power or privilege hereunder,
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege hereunder. The rights and remedies herein
provided are cumulative and are not exclusive of any rights or remedies which
any party may otherwise have at law or in equity.
8. Governing
Law. This Agreement
shall be governed and construed in accordance with the laws of the State of
Nevada applicable to agreements made and to be performed entirely within such
State.
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9. Severability
of Provisions. The invalidity or
unenforceability of any term, phrase, clause, paragraph, restriction, covenant,
agreement or other provision of this Agreement shall in no way affect the
validity or enforcement of any other provision or any part thereof.
10. Counterparts. This Agreement
may be executed in any number of counterparts, each of which when so executed,
shall constitute an original copy hereof, but all of which together shall
consider but one and the same document.
11. Other
Activities. Nothing contained
herein shall prevent Consultant from acquiring or participating in a transaction
of any kind with any other entity. Such transaction may be acquired at a price
and upon terms and conditions more or less favorable than those offered to
Company.
12. Disclaimer.
Consultant acknowledges that he has relied upon the information provided
by Company. Consultant has in entering into this Agreement, relied on the
warranties or representations made by Company, its officers, directors, agents,
legal counsel or accountants concerning Company and/or its stock as to matters
past, present or future.
13. Natural
Disaster. In the event that any obligation of either party is
prevented or delayed by circumstances of natural disaster, such party will be
excused from any failure to perform any such obligation under this Agreement to
the extent that such failure is caused by any such circumstances.
14. Non-Solicitation
of Consultant's Employees: Company agrees not to knowingly
hire or solicit Consultant's employees during performance of this Agreement and
for a period of two years after termination of this Agreement without
Consultant's written consent.
15. Mediation
and Arbitration: If a dispute arises under this Agreement, the
parties agree to first try to resolve the dispute with the help of a mutually
agreed-upon mediator in Palm Beach County, FL. Any costs and fees other than
attorney fees associated with the mediation shall be shared equally by the
parties. If the dispute is not resolved through mediation, the parties agree to
submit the dispute to binding arbitration in Florida under the rules of the
American Arbitration Association. Judgment upon the award rendered by the
arbitrator may be entered in any court with jurisdiction to do so.
16. Attorney
Fees: If any legal action is necessary to enforce this
Agreement, the prevailing party shall be entitled to reasonable attorney fees,
costs and expenses.
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IN
WITNESS WHEREOF, the parties have executed this Agreement on the date first
above written.
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/s/ Xxxxx Xx
Sign
name
Xxxxx Xx
Print
name
1/3/2007
[Date]
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CDI
Shanghai Management Co., Ltd.
/s/ Xxxxxxx Xxxxxx
Sign
name
Xxxxxxx Xxxxxx
Print
name
1/3/2007
[Date]
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