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EXHIBIT 10.6
CONSULTING AND MANAGEMENT AGREEMENT
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Consulting and Management Agreement ("Agreement") made this 24th
day of April
2007 by and between SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC.
("Company"), CDI
SHANGHAI MANAGEMENT CO., LTD., and its wholly owned subsidiary
CAPITAL ONE
RESOURCE CO., LTD.
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W I T N E S S E T H:
A. COMPANY desires to engage the services of Consultant as its
business
development representative. As representative, COMPANY will look
to the
Consultant for advice as it relates to general business
development in the
Asia region.
B. SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC. is a company duly
organized under
the laws of the Nevada
C. Capital One Resources Co., Ltd. a wholly owned subsidiary of
CDI Shanghai
Management Co. Ltd.
D. Consultant is desirous of performing such services on behalf
of COMPANY.
E. 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 he shall, during the term of this
Agreement, will
support the Company in the following areas:
1. General business development
2. Assist in the creation of marketing and sales plans for the
company's
products
3. Identification, evaluation and structure of potential mergers
and
acquisitions
2. TERM. The Agreement shall be for a term of twelve (12) months
from the
date hereof, expiring April 24, 2008.
3. COMPENSATION. COMPANY shall pay the following compensation to
Consultant
and/or its designees in consideration for the services to be
rendered hereunder:
a. COMPANY shall pay to Consultant an advisory fee of $600,000
in the form of
common stock at a value of $.50 per share or 1,200,000 shares of
common stock.
b. Discretionary Award Fees. This agreement provides for the
payment of
discretionary award fees to be paid to Consultant and/or its
designees. At the
mutual agreement of COMPANY and Consultant and/or its designees,
COMPANY can pay
to Consultant and/or its designees fees in either cash or other
marketable
securities.
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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.
5. INDEMNIFICATION. Consultant shall not be liable to the
Company or to any
officer, director, employee, stockholders, or creditor of the
Company, for any
act or omission in the course of or in connection with the
provision of advice
or assistance hereunder. The Company agrees to and shall
defen
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