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EXHIBIT 10.5
CONSULTING AND MANAGEMENT AGREEMENT
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Consulting and Management Agreement ("Agreement") entered into
on this 27th
day of June 2007 by and between SENSE HOLDINGS, INC.
("Company"), CDI SHANGHAI
MANAGEMENT CO., LTD. ("Consultant")
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W I T N E S S E T H:
A. COMPANY has been made available to the resources and services
of Consultant.
As representative, COMPANY has and will continue to depend on
the Consultant
for advice as it relates to general consulting services in the
Asia region.
B. SENSE HOLDINGS, INC. is a company duly organized under the
laws of the
Florida
C. Consultant is desirous of performing such services on behalf
of COMPANY.
D. 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, 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 as of April 1, 2007 and throughout
the term of
this Agreement, will continue to support the Company in the
following areas:
1. Identify suitable mergers and acquisition candidates in the
United
States
2. Perform due diligence on potential mergers and acquisition
candidates
3. Assist in the negotiation and consummation of a potential
transaction
4. Translation of documents
5. Evaluation and structure of potential mergers and
acquisitions
2. TERM. The Agreement shall be for a term of six (6) months
from April 1,
2007, expiring September 30, 2007.
3. COMPENSATION. COMPANY shall pay the following compensation to
Consultant
and/or its designees in consideration for services which have
been provide since
April 1, 2007 and will continue to be rendered through the
duration of this
Agreement:
a. COMPANY shall pay to Consultant an advisory fee of 5,000,000
shares of
common.
4. BREACH OF CONTRACT. The sole remedy of this contract in
respect of any
material breach of this Agreement by Consultant shall be to
terminate this
Agreement upon the giving of thirty (30) days' prior written
notice, but no such
termination shall affect the fees payable pursuant to Paragraphs
3 hereof.
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5. INDEMNIFICATION. Consultant shall not be liable to t
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