CONSULTING AGREEMENT
Exhibit
10.22
This
Consulting Agreement (this “Agreement”) is entered into as of April 22, 2006 by
and between the Wonder Auto Limited, a British Virgin Islands corporation
(“Wonder”), and Heritage Management Consultants, Inc., a corporation organized
under the laws of South Carolina, USA (“Heritage” or the
“Consultant”).
RECITALS
| 1. |
Consultant
is willing to provide to Wonder and its affiliated companies
(collectively, the “Company”) the consulting services identified in this
Agreement.
|
| 2. |
Wonder
is willing to engage Consultant as an independent contractor, and not
as
an employee, on the terms and conditions set forth
herein.
|
AGREEMENT
In
consideration of the foregoing and of the mutual promises set forth herein,
and
intending to be legally bound, the parties hereto agree as follows:
| 1. |
Engagement.
Wonder hereby engages Consultant as an independent contractor to provide
outsourced professional management services for the purpose of assisting
the Company in meeting its obligations as a U.S. publicly traded company.
Heritage shall provide an executive who will act as the Company’s
spokesperson (the “Spokesperson”) to the U.S. financial markets, and who
will be supported by the Heritage staff. The scope of work shall include
the following:
|
| § |
Heritage
representative(s) shall visit the Company’s location(s) to conduct a
detailed analysis of the Company in order to gain a detailed understanding
of the Company’s operations, strategies and financial
projections.
|
| § |
Development
of an investor presentation in coordination with the Company’s investor
relations firm.
|
| § |
Heritage
shall provide consultation to the Company during all fund raising
activities during the term of the engagement. Spokesperson will make
“one
on one,” web cast and teleconference presentations to investment banks and
potential investors on behalf of the Company. Heritage staff will
coordinate communications between investment banks and the
Company.
|
| § |
On
an ongoing basis, Spokesperson shall be available to make “one on one”
presentations, web cast presentation and teleconference updates to
current
investors, potential investors, and the analyst community as
appropriate.
|
| § |
Spokesperson
shall participate in investor conferences, as
appropriate.
|
| § |
Heritage
shall conduct quarterly investor conference calls, as
appropriate.
|
| § |
Spokesperson
and the Heritage staff shall be readily available to receive inquiries
and
coordinate responses to potential and current investors, buy and sell
side
analysts, the financial press, and the Securities and Exchange
Commission.
|
| § |
Heritage
shall work with the Company on proactively addressing issues or inquires
which may result from the Company’s quarterly financial
results.
|
| § |
Heritage
shall provide management oversight of the US based service providers,
specifically the attorneys, auditors, accounting firm, investor relations
firm, web design firm and newswire distribution provider, in their
timely
completion of the following:
|
| · |
Submission
of Exchange Act filings, including 10-K, 10-K and 8-K, with the
SEC,
|
| · |
Press
releases on financial results and material company
events,
|
| · |
14
C filing,
|
| · |
SB-2
filings,
|
| · |
Preparation
of an investor web site, and
|
| · |
Listing
applications with US stock exchanges.
|
| § |
Heritage
shall assist the Company in interviewing; selecting and retaining U.S.
based service providers.
|
| § |
Heritage
shall oversee the accuracy of Company financials with the stock exchanges
and Bloomberg Financial Reporting to reflect updates required after
a
reverse merger transaction.
|
| § |
Heritage
shall solicit independent research coverage with the sell side analyst
community.
|
| § |
Heritage
shall arrange and coordinate paid research coverage as necessary and
with
the agreement of the Company.
|
| § |
Heritage
shall coordinate quarterly updates with research analysts covering
the
Company.
|
2
| 2. |
Term.
This Agreement will commence on the date first written above, and unless
modified by the mutual written agreement of the parties, shall continue
for a period of one year.
|
| 3. |
Compensation.
|
| a. |
In
consideration of the services to be performed by Consultant, Wonder
agrees
to pay Consultant $175,000 U.S. dollars. Payments will be made in four
(4)
equal installments of $43,750. It is further agreed that the initial
quarterly payment of $43,750 will be paid immediately upon the successful
completion of a RTO, as defined in the below paragraph. The three (3)
remaining payments will be made at the beginning of each quarter of
the
engagement, in advance. All payments are to be made via wire transfer
to:
Wachovia National Association, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx XX
00000,
ABA number 000000000, for the benefit of: Heritage Management Consultants,
Inc., account number 2000023896286.
|
| b. |
All
out of pocket expenses incurred by Consultant and/or its associates
shall
be reimbursed by the Company. If the RTO is not consummated, Wonder
agrees
to reimburse Heritage for all out of pocket expenses incurred up to
the
date it is determined the RTO will not be
effected.
|
| 4. |
Representations
and Warranties.
Consultant represents and warrants (i) that Consultant has no obligations,
legal or otherwise, inconsistent with the terms of this Agreement or
with
Consultant’s undertaking this relationship with the Company, (ii) that
Consultant will not use in the performance of its responsibilities
under
this Agreement any confidential information or trade secrets of any
other
person or entity and (iii) that Consultant has not entered into or
will
enter into any agreement (whether oral or written) in conflict with
this
Agreement.
|
| 5. |
Limited
Liability.
Consultant shall not be liable to the Company, or to anyone who may
claim
any right due to its relationship with the Company, for any acts or
omissions on the part of the Consultant or the agents or employees
of the
Consultant in the performance of Consultant’s services under this
Agreement. Wonder shall hold Consultant free and harmless from any
obligations, costs, claims, judgments, attorney's fees, or attachments
arising from or in any way related to the services rendered to the
Company.
|
| 6. |
Indemnification.
Company agrees to indemnify and save harmless the Consultant, as well
as
Consultant’s officers, employees, and agents from all suits, actions,
losses, damages, claims, or liability of any character, type or
description, including without limiting the generality of the foregoing
all expenses of litigation, court costs, and attorney's fees arising
out
of or occasioned by the acts of Wonder, its agents or employees, or
occasioned by the acts of Consultant in the execution or performance
of
the services provided by the Consultant, at any time from the execution
date of this Agreement until such time after any pertinent limitations
period expires after the termination of this
Agreement.
|
3
As
part
of this indemnification, Wonder agrees to defend and hold harmless Consultant
from and against any and all liabilities arising from the consulting agreement.
As such, Consultant shall not be liable to Wonder, or to anyone who may claim
any right due to its relationship with Wonder, for any acts or omissions on
the
part of the Consultant or the agents or employees of the Consultant in the
performance of Consultant's services under this agreement. Wonder shall hold
Consultant free and harmless from any obligations, costs, claims, judgments,
attorney's fees, or attachments arising from or growing out of the services
rendered to the Company.
| 7. |
Governing
Law.
This Agreement shall be governed by the laws of the Peoples Republic
of
China and any dispute arising hereunder shall be submitted for binding
arbitration to the China Foreign Trade Commission Arbitration Committee
in
Shanghai.
|
It
is
understood that this Agreement will be prepared and executed in both the English
and Chinese languages, with both versions having legal efficacy. If a dispute
arises as to the interpretation of a particular provision of this Agreement
because of differences between the Chinese and English languages, the dispute
shall be resolved in accordance with the provisions of the preceding
paragraph.
| 8. |
Miscellaneous.
If any action at law or in equity is necessary to enforce or interpret
the
terms of this Agreement, the prevailing party shall be entitled to
reasonable attorney’s fees, costs. This Agreement shall be binding on and
inure to the benefit of the parties to it and their respective successors
and assigns.
|
| 9. |
Sole
Agreement.
This agreement supersedes any prior proposal, representation
or
understanding between the parties and its affiliates hereto, including,
but not limited, the Consulting Agreement, dated April 21, 2006, executed
at Hilton Head Island, South Carolina,
U.S.A.
|
4
Executed
on the day and year first above written.
| Wonder Auto Limited | Heritage Management Consultants, Inc. | ||
| By: | /s/ Xxxxxxx Xxxx
Xxxxxxx Xxxx |
By: | /s/
Xxxxx X. Xxxx
Xxxxx X. Xxxx, President |
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