CONSULTING AGREEMENT
This
Consulting Agreement (this “Agreement”) dated as of September 5, 2006 (the
“Effective Date”), is by and between Belmont Partners, LLC (“Consultant”) and
Xxxxxx Xxxxxx Eco-environment Co., Ltd., an company incorporated under the
laws
of the People’s Republic of China (“Yifeng”) (the “Company”).
RECITALS
A.
The
Company desires to retain the Consultant for the term set forth in this
Agreement to assure itself of the services of the Consultant, and the Consultant
is willing to be retained by the Company for the term on the terms and
conditions set forth below.
B.
The
Consultant desires to provide the services under this Agreement and represents
that he is qualified to perform such services.
NOW,
THEREFORE, in consideration of the mutual promises, covenants and agreements
hereinafter set forth, the parties agree as follows:
1. Retention
of the Consultant.
Subject
to the terms and conditions set forth in this Agreement, the Company hereby
retains the Consultant to perform the services set forth in this Agreement,
and
the Consultant accepts this retention on the terms and conditions set forth
in
this Agreement.
2. Term.
The
term
of this Agreement shall commence on the Effective Date and continue until the
completion of the Reverse Merger (as defined below).
3. Scope
of Work.
The
services to be performed by the Consultant under this Agreement (the “Work”)
shall consist of providing an introduction to XXXX.xxx, Inc., a Nevada
Corporation (“USIP”), as well as advice and counseling to assist the Company in
effecting a reverse merger transaction with USIP (the “Work”).
4. Compensation
and Payment.
In
consideration of the Work, the Company shall compensate Consultant, only in
the
event that the Company is successful in completing a reverse merger transaction
with USIP, its parent or subsidiary companies or an affiliated company of USIP
(the “Reverse Merger”), by causing USIP to issue to Consultant 1.8% of USIP’s
common stock (180,000 shares of USIP’s common stock) following a reverse split.
Whenever
USIP shall propose to file a registration statement under the Securities Act
of
1933, as amended, relating to the public offering of Company common stock for
sale for cash for its own account, or a re-sale registration statement for
the
sale of stock held by other shareholders or by employees or consultants to
USIP
(a “Registration Statement”), USIP shall give written notice to Consultant at
least fifteen (15) business days prior to the anticipated filing thereof,
specifying the approximate date on which USIP proposes to file such Registration
Statement and the intended method of distribution in connection therewith,
and
advising the Consultant of his right to have any or all of the Registrable
Securities, as defined below, then held by Consultant included among the
securities to be covered by such Registration Statement (the “Piggy-Back
Rights”). For the purposes of this Section, “Registrable Securities” shall mean
all common stock issuable to Consultant, upon conversion of any preferred stock
issued to it pursuant to the terms of this Agreement.
1
5. Independent
Contractor.
The
Consultant agrees to perform his services hereunder as an independent contractor
and not as an employee of the Company, its subsidiaries or affiliates. The
Consultant is not granted any right or authority or responsibility, expressed,
implied or apparent, on behalf of or in the name of the Company to bind, or
act
on behalf of, the Company.
6.
Modifications.
No
amendment or modification to this Agreement shall be effective unless made
in
writing.
7. Assignment.
This
Agreement and all of the Consultant’s rights, duties and obligations under this
Agreement are personal in nature and shall not be subcontracted, assigned,
delegated or otherwise disposed of by the Consultant without the prior written
consent of the Company.
8. Notice.
All
notices required under this Agreement shall be deemed given when sent by
overnight courier or registered or certified mail, or when sent by telecopy,
telegraph or other graphic, electronic means and confirmed by overnight courier
or registered or certified mail addressed to the address set forth in the
preamble to this Agreement. Either party shall have the right to change the
address or name of the person to whom such notices are to be delivered by notice
to the other party.
9. Law
and Venue.
This
Agreement shall be governed in all respects by and construed in accordance
with
the laws of the State of New York without regard to conflicts of law provisions.
Any litigation between the parties shall be conducted in the state or federal
courts of the State of New York.
10. Waiver
of Trial by Jury.
The
Company and the Consultant hereby knowingly, voluntarily and intentionally
waive
the right to a trial by jury with respect to any litigation based hereon, or
arising out of, under or in connection with this agreement. This provision
is a
material inducement for the parties entering into this agreement.
11. Headings.
The
headings in this Agreement are provided for convenience of reference only and
shall not affect the construction of the text of this Agreement.
12. Non-Waiver.
No
waiver of any provision of this Agreement shall be deemed to be nor shall
constitute a waiver of any other provision, whether or not similar, nor shall
any waiver constitute a continuing waiver. No waiver shall be binding unless
executed in writing by the party making the waiver.
13. Cumulative
Remedies.
All
rights and remedies of the parties under this Agreement shall be cumulative,
and
the exercise of any one right or remedy shall not bar the exercise of any other
right or remedy.
14. Severability.
If any
provision of this Agreement shall be held or deemed to be invalid, inoperative
or unenforceable, such circumstances shall not affect the validity of any other
provision of this Agreement.
2
15. Survival.
The
obligations of the parties hereunder which by their nature survive the
termination of this Agreement and/or the completion of the Work hereunder,
shall
survive and inure to the benefit of the parties. Those provisions of this
Agreement which provide for the limitation of or protection against liability
shall apply to the full extent permitted by law and shall survive termination
of
this Agreement and/or completion of the Work.
16. Complete
Agreement.
This
Agreement constitutes the entire and final agreement and supersedes all prior
and contemporaneous agreements, representations, warranties and understandings
of the parties, whether oral, written or implied with respect to the subject
matter hereof. The inclusion of this provision has been a material inducement
for each of the parties to enter into this Agreement.
17. Publicity.
The
Consultant shall not make any public disclosures regarding the Company, its
subsidiaries or affiliates or the project for which he is performing the Work
without the prior approval of the Company.
The
parties have executed this Agreement effective as of the day and year first
above written.
XXXXXX
XXXXXX ECO-ENVIRONMENT CO., LTD.
By:
/s/
Xxx
Xxxx
Name:
Xxx
Xxxx
Title: CEO
BELMONT
PARTNERS, LLC
/s/
Xxxxxx
Xxxxx
By:
Xxxxxx Xxxxx, Managing Member
3
