C O N S U L T I N G A G R E E M E N T
AGREEMENT made as of the 11th day of March by
and between CHINA TEL GROUP INC., maintaining its principal offices
at 8105 Irvine Center Drive Suite 800 Irvine, CA 92618
(hereinafter referred to as "CHINATEL") and STRATEGIC PARTNERS
CONSULTING, LLC maintaining his principal offices at 58 Autumn Lane
Bristol, NH 03222 (hereinafter referred as "STRATEGIC").
W I T N E S S E T
H:
WHEREAS, STRATEGIC is engaged in the business of
financial consulting services and has knowledge, expertise and
personnel to render the requisite services to CHINATEL;
and
WHEREAS, CHINATEL is desirous of retaining
STRATEGIC for the purpose of obtaining these services so as to
better, more fully and more effectively present itself in the
financial services community.
NOW, THEREFORE, in consideration of the premises
and of the mutual covenants and agreements contained herein, it is
agreed as follows:
I. Engagement of STRATEGIC. CHINATEL
herewith engages STRATEGIC and STRATEGIC agrees to render to
CHINATEL financial consulting services which would include
evaluating various business strategies and recommending changes
where appropriate and also critically evaluate CHINATEL’s
performance in view of its corporate planning and business
objectives.
A. The
consulting services to be provided by the STRATEGIC shall include,
but are not limited to, the development, implementation and
maintenance of a sound financial advisory strategy which would
include:
1. Corporate Planning--(a) develop an in-depth
familiarization with CHINATEL's business objectives and bring to
its attention potential or actual opportunities which meet those
objectives or logical extensions thereof, (b) alert the CHINATEL to
new or emerging high potential forms of production and distribution
which could either be acquired or developed internally, (c) comment
on CHINATEL's corporate development including such factors as
position in competitive environment, financial performances vs.
competition, strategies, operational viability, etc., and (d)
identify prospective suitable merger or acquisition candidates for
the CHINATEL, perform appropriate diligence investigations with
respect thereto, advise the CHINATEL with respect to the
desirability of pursuing such candidates, and assist the CHINATEL
in any negotiations which may ensue there from.
B. The services to be rendered by STRATEGIC to
the CHINATEL shall under NO circumstances include the
following:
1. Any activities which could be
deemed by the Securities and Exchange Commission to constitute
investment banking or any other activities required
by STRATEGIC to be registered as a broker-dealer under
the Securities Act of 1934.
2. Any activities which could be
deemed to be in connection with the offer or sale of securities in
a capital-raising transaction.
C. CHINATEL
acknowledges that STRATEGIC will devote such time as is reasonably
necessary to perform the services for CHINATEL, having due regard
for STRATEGIC's commitments and obligations to other businesses for
which it performs consulting services.
II. Compensation and Expense
Reimbursement.
A. CHINATEL
will pay STRATEGIC, as compensation for the services
provided for in t