AMENDMENT TO CONSULTING AGREEMENT
Amendment
(this "Amendment") made as of December 6, 2007 between Jade Art
Group Inc. (the "Company") and Yun Ding (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 1,250,000 shares of the Company's common stock, $.001
par value (the
"Award Shares"). For purposes hereof, 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 ascrib
