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AMENDMENT TO CONSULTING AGREEMENT
Amendment (this "Amendment") made as of December 6, 2007 between
Jade Art
Group Inc. (the "Company") and Shuang-Hua Xu (the "Consultant"),
an individual
retained by the Company under that Consulting Agreement between
the Company
(formerly known as Vella Productions Inc.) and the Consultant
(the "Consulting
Agreement"), an accurate and complete copy of which is attached
as an exhibit
hereto.
The parties agree to amend the Consulting Agreement to provide,
as
follows:
1. In full satisfaction for the "Services" rendered by the
Consultant
under the Consulting Agreement, the Company hereby awards and
delivers to the
Consultant 1,400,000 shares of the Company's common stock, $.001
par value (the
"Award Shares"). For purposes of this Amendment, the Award
Shares are valued at
$0.30 per share, based upon the last reported sales price for
the Company's
common stock on November 28, 2007, as reported by the OTC
Bulletin Board.
2. The Consultant acknowledges and agrees that the Award Shares
have not
been registered under the U.S. Securities Act of 1933, as
amended (the
"Securities Act"), and, because the Consultant is acquiring them
directly from
the Company, constitute "restricted securities" as that term is
defined under
Rule 144 of the Securities Act. Accordingly, the Consultant
further acknowledges
and agrees that the Award Shares may not be sold, transferred,
assigned, pledged
or subjected to any lien or security interest unless they are
first registered
under the Securities Act and applicable state securities laws or
an exemption
from the registration provisions of the Securities Act and
applicable state
securities laws are available with respect to the proposed sale
or transfer.
3. Subsequent to the issuance to you of the Award Shares, the
Company
intends to file with the U.S. Securities and Exchange Commission
a registration
statement on Form S-8 registering for resale the Award Shares
acquired by the
Consultant.
4. The Consultant represents and warrants to the Company in
connection
with its receipt of the Award Shares, that:
a) the "Services" performed were not in connection with the
offer or
sale of the Company's securities in a capital raising
transaction or promotion
of the Company's securities;
b) by reason of its engagement, the Consultant is
sufficiently
knowledgeable about the Company's business, management and
financial affairs to
evaluate, when deciding to accept the Award Shares in lieu of
cash compensation,
the risks and merits of an investment in the Award Shares and
the Company's
proposed business activities;
c)the Company is entitled to an amount of Award Shares
sufficient to
satisfy the withholding obligations of the Company;
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d)the Consultant has reviewed with its own tax advisors the
federal,
state, local and foreign tax consequences of an investment in
the Company and
the transaction contemplated by this Amendment, has relied
solely upon such
advisors (and not the Company) with respect to such tax
consequences, and shall
be responsible for its own tax liability that may arise as a
result of this
investment or the transactions contemplated by this Agreement;
and
e)an investment in the Award Shares involves a high degree of
risk.
5. The Consultant irrevocably and unconditionally releases the
Company
from all claims, promises, causes of action or similar rights of
any type or
nature that the Consultant has or had which in any way relate to
claims for
compensation relating to the "Services."
6. Capitalized terms not otherwise defined in this Amendment
shall have
the meaning asc
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