CHHI's Management CONSULTING SERVICES AGREEMENT
THIS AGREEMENT is made as of the 16th day of November, 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:
Bevitor Holding Ltd. or NOMINEE, having an office at 00 X Xxxx xxxxx
Xx., Xxxxxxx Xxxxxx Xxxxxx, Xxxxxxxx.
(hereinafter called " Bevitor ")
Xxxxx Xxxxxxx, having a residential address at 00X Xxxx xxxxx Xxxx,
Xxxxxxx Xxxxx Xxxxxx, Xxxxxxxx. ( hereinafter called " Xxxxxxx")
("Bevitor" and " Xxxxxxx" being hereafter singularly also referred to
as "Vice President" and collectively referred as the " Vice President"
as the context so requires)
OF THE SECOND PART
WHEREAS:
A. CHHI to retain VICE PRESIDENTS to assist CHHI in providing management
consulting services to CHHI, a company incorporated in Nevada USA.
B.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
the covenants and agreements herein contained the Vice Presidents hereto agree
as follows:
1. APPOINTMENT OF VICE PRESIDENTS
1.1 CHHI hereby retains VICE PRESIDENTS 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 VICE PRESIDENTS agree 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, VICE PRESIDENTS shall
be a Vice President of CHHI.
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2. LIMITATIONS ON ACTIVITIES
2.1 VICE PRESIDENTS 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, VICE PRESIDENTS agrees that:
(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 commerce on Nov.18th, 2004 and shall
continue for Three years, terminating on Nov.17th, 2007, 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.
3.2 This amended Agreement will replace the "IR Consultants Agreement"
between " Consultants" ( called here as " Vice Presidents") signed
mutually by the Consultants and CHHI on June 16th 2004. The Original
Shares Option offered by CHHI for a total 600,000 shares option at
$0.10USD per shares, exercise before June 16th. 2007 in the Consultant
Agreement will be still kept in effective as one part of the
compensation for CHHI's New Amended Management Consulting Service
Agreement. The monthly cash compensation will be increased from $2500
USD to a total $3000 USD from the date of this Agreement being
signed/effectively.
4. COMPENSATION
4.1 CHHI shall pay for the management services rendered hereunder the sum
of $US3000 per month, payable on the 1st day of each subsequent month,
commencing Nov. 18th, 2004. After 3 months, the Vice President
services fees will be reviewed and possibly increase accordingly.
4.2 VICE PRESIDENTS shall be granted a call from CHHI on additional
600,000 shares of CHHI's capital stock at a price of 20 cents USD per
share, which will be exercisable until Nov.17th, 2009, and, or, thirty
(30) days after the termination of this Agreement. Upon payment of 20
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 600,000
shares, and will either transfer, if possible, such shares to a
brokerage account of VICE President's choice or provide VICE
PRESIDENTS 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.
4.3 VICE PRESIDENTS shall also be reimbursed for its actual out-of -pocket
expenses incurred pursuant to this agreement, such expenses to be paid
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within 30 business days of invoice. All invoices shall be supported by
appropriate evidence of the expenses referred to therein. Any
individual expense item, other than telephone invoices, in excess of
$200 shall first be approved by CHHI.
4.4 VICE PRESIDENTS shall be paid for a reasonable Finders' Fees for about
8% finders fees and 10% warranty , or and according to related Nevada
Laws USA and SEC rules and regulations, if the VICE PRESIDENTS assist
CHHI raised any capitals financing for CHHI in the future.
5. CONFIDENTIALITY
5.1 VICE PRESIDENTS will keep confidential any information not otherwise
readily available from public sources which it obtains from CHHI. Upon
termination of this agreement, VICE PRESIDENTS shall return to CHHI
all data, information and other written material regarding CHHI
obtained by VICE PRESIDENTS 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 VICE President's assistance, provide VICE PRESIDENTS
with CHHI corporate materials which include, but not limited to:
- a PowerPoint company presentation
- a broker/investor due diligence package
- a media package
- a one page corporate profile
- a brochure
7.2 CHHI will try to provide the material timely.
7.3 CHHI agrees to broadcast major material events regarding CHHI over the
news wire in addition to normal disclosure requirements.
7.4 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.
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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
Vice Presidents to this agreement and their respective heirs,
executors, administrators, successors, and assigns.
( Please See following signing pages)
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IN WITNESS WHEREOF the Vice Presidents 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:
Date on Nov 17th., 2004
/s/ Xxxxxxxx Xx
-----------
Xxxxxxxx Xx,
The President
/s/ Xxxx Xx
-------
Xxxx Xx,
Director and Secretary
/s/ Xiao Xxx Xx
-----------
Xiao Xxx Xx,
VP and Director
The Common Seal of
Bevitor Holding Ltd.
was hereunto affixed in the
presence of:
The President: /s/ Xxxxx Xxxxxxx
-------------
Xxxxx Xxxxxxx
And:
Dated on Nov. 17th 2004
/s/ Xxxxx Xxxxxxx
-------------
Xxxxx Xxxxxxx
Date: Nov. 17th 2004.
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SCHEDULE A
VICE PRESIDENTS agree to provide the following management services, subject to
the specific terms of the agreement to which this Schedule is attached:
1. Telemarketing - VICE PRESIDENTS will contact investors, retail brokers and
institutional contacts with a view to introducing them to CHHI;
2. Road Shows - VICE PRESIDENTS will arrange retail broker and analyst road
shows when and where applicable. VICE PRESIDENTS will support these shows
with timely and appropriate follow up to maximize their impact and minimize
CHHI's necessity to maintain contact directly;
3. Advertising and Investment Letters - As appropriate, VICE PRESIDENTS will
endeavor to introduce CHHI to competent letter writers and assist with
identifying advertising that would be deemed to produce the best result;
4. Internet - VICE PRESIDENTS will provide input on the content of the CHHI
web site if appropriate and recommend links to other web sites which VICE
PRESIDENTS believes will provide greater exposure for CHHI and its
operations;
5. General - Generally, VICE PRESIDENTS will assist with shareholder and
broker communications and public CHHI.
6. Assist CHHI for further corp. global development and expansion and service
CHHI as the general function as the Vice President for CHHI.
7. Attached of Xx. Xxxxxxx'x BIO and Employment History in past 5yrs.
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