BUSINESS CONSULTING AGREEMENT
AGREEMENT
made this January 1, 2007 between Nice Enterprise Trading H.K.
Co., Ltd., a company incorporated in Hong Kong whose business
address is at Dabao Industrial Zone, Xiangzhi Town, Shishi
City, Fujian, China (“the Corporation”) and
Yorkshire Capital Limited, a Hong Kong corporation whose
principal office is at Suite 4703, Central Plaza, 18 Harbour
Road, Wanchai, Hong Kong (“the
Consultant”).
RECITALS
It
is the desire of the Corporation to engage the services of the
Consultant to perform for the Corporation certain consulting
services for the Corporation as an independent contractor and
not as an employee.
It
is the desire of the Consultant to consult with the Board of
Directors, the officers of the Corporation, and certain other
management personnel, and to undertake, for the Corporation,
consultation as to the strategic development of the
Corporation.
AGREEMENT
Term
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1.
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The
respective duties and obligations of the parties hereto shall be
for a period up to the completion of public listing exercise or for
a period of 12 months commencing on the date hereof, whichever is
earlier, and may be terminated by either party by giving sixty (60)
days written notice to the other party.
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Business Consulting Services
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2.
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The
Consultant will perform, or subcontract others to perform, the
following responsibilities:-
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(a)
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To
educate the Corporation on the public listing of the Corporation in
the U.S. or other foreign securities markets;
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(b)
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To
assist the Corporation in the preparation, translation and review
of documentation and information necessary for a reverse merger
exercise (“Listing”) and other corporate documents for
filing with the SEC;
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(c)
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To
assist the Corporation in preparing and reviewing documents related
to the fund raising exercise, if any, during the Listing
exercise;
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(d)
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To
assist the Corporation in any other restructuring that may be
necessary for the Listing;
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(e)
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To
recommend professionals such as financial institutions, securities
attorneys, accountants, or public relations professionals to assist
the Corporation with its listing exercise and shall act as a
coordinator in working with such professionals;
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(f)
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To
assist the Corporation in preparing corporate information for road
show;
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(g)
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To
organize and participate in the road show of the Corporation in the
United States.
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Compensation for the Consultant
| 2. |
The
Corporation agrees to compensate the Consultant as
follows:-
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(a)
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a
fee equal to US$600,000 or 3% of gross proceeds raised during the
Listing of the Corporation, whichever is the lower,
and
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(b)
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upon
completion of the Listing, for nominal consideration, 3-year
warrants to purchase approximately 6% of the number of securities
sold for the fund raising. These warrants are expected to
be
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