CHHI's DIRECTOR CONSULTING SERVICES AGREEMENT
THIS AGREEMENT is made as of the 8th day of July, 2004.
BETWEEN:
CHINA HEALTH HOLDING INC., OR its Nominee a company
incorporated in Nevada USA, having an office at Park Place #
3400 - 000 Xxxxxxx Xx., Xxxxxxxxx, X.X. Xxxxxx, X0X 0X0
(Hereinafter called "CHHI")
OF THE FIRST PART
AND:
Xxxx Xx or NOMINEE, having an office at
----------------------------------------------------------------
(hereinafter called " Director")
OF THE SECOND PART
WHEREAS:
A. CHHI to retain DIRECTOR to assist CHHI in providing management consulting
services to CHHI, 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 Director hereto agree as
follows:
1. APPOINTMENT OF DIRECTOR
1.1 CHHI hereby retains DIRECTOR to assist CHHI in providing management
consulting services to CHHI in USA, Canada and abroad as may from time to
time be required with respect to CHHI, as more particularly described as
Schedule A hereto.
1.2 DIRECTOR 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, DIRECTOR shall be a
Director of CHHI.
2. LIMITATIONS ON ACTIVITIES
2.1 DIRECTOR 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, DIRECTOR agrees
that:
1
(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
CHHI.
3. TERM
3.1 The term of this agreement shall commence July 6th, 2004 and shall continue
for 1 year, terminating on July 6th., 2005 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 DIRECTOR shall be granted a call from CHHI on 150,000 shares of CHHI's
capital stock at a price of 10 cents USD per share, which will be
exercisable until July 6th, 2005, 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 CHHI will deliver. for the number of
shares requested, up to a total of 150,000 shares, and will either
transfer, if possible, such shares to a brokerage account of DIRECTOR's
choice or provide DIRECTOR with the requisite number of share certificates
in a form necessary to render those certificates freely transferable and
negotiable. CHHI will also furnish or execute any further documents that
may reasonably be required to complete this share transfer.
5. CONFIDENTIALITY
5.1 DIRECTOR will keep confidential any information not otherwise readily
available from public sources which it obtains from CHHI. Upon termination
of this agreement, DIRECTOR shall return to CHHI all data, information and
other written material regarding CHHI obtained by DIRECTOR 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 CHHI
7.1 CHHI will, with DIRECTOR's assistance, provide DIRECTOR with CHHI corporate
information and materials as request and required for the proper promotion.
7.2 CHHI agrees to broadcast major material events regarding CHHI over the news
wire in addition to normal disclosure requirements.
7.3 CHHI 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.
2
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
Director to this agreement and their respective heirs, executors,
administrators, successors, and assigns.
IN WITNESS WHEREOF the Director 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
)
)
-------------------------- )
)
)
The Common Seal of )
Xxxx Xx )
was hereunto affixed in the )
presence of: ) c/s
/S/ Xxxx Xx
-----------
Xxxx Xx
3
Signatory: )
)
-------------------------- )
4
SCHEDULE A
DIRECTOR agrees to provide the following management services, subject to the
specific terms of the agreement to which this Schedule is attached:
0.Xx bring vision and goals for the Company and add to shareholder value.
0.Xx give advice on Corporate Governence and ethical conduct of Board.
0.Xx conduct market research into the Company products in Asia and elsewhere
0.Xx source for markets and Companies and distributors to be distributors of the
Company's products.
0.Xx assist the Corporate in whatever other duties necessary for the growth and
success of the Company.
