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EXHIBIT 10.1
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") made this fifth day of
September by and between Capital One Resource Co., Ltd.,
(the “Consultant”), a Brunei Corporation, and wholly
owned subsidiary of China Direct, Inc., a Florida corporation
located at 5301 N. Federal Highway, Suite 120, Boca Raton, FL
33487, and MediaReady, Inc., a Florida corporation
(“MRED” or "Company"), located at 888 East Las Olas
Boulevard, Suite 710, Fort Lauderdale, FL 33301.
RECITALS :
A.
MediaReady, Inc. desires to engage the services of
Consultant to assist MRED to identify, evaluate and coordinate a
potential merger and/or acquisition opportunity involving an entity
in the People’s Republic of China (“PRC”).
MRED will look to Consultant for advice on general business
activities and customs relative to the operations of a business
entity in the PRC.
B.
Capital One Resource Co., Ltd. , is a consultant
organization serving as a cross pacific bridge between US capital
markets and entities operating within the Chinese economy.
C.
Capital One Resource Co., Ltd. is desirous of performing
such consulting services on behalf of MediaReady, Inc.
NOW, THEREFORE , in consideration of the mutual covenants
and agreements contained in this Agreement, the parties hereto
agree as follows:
1.
Consulting Services .
a
Consultant has identified an entity located in the PRC who is
desirous of establishing a potential merger
and acquisition opportunity and/or business combination with a U.S.
entity. Consultant hereby agrees that it shall,
during the term of this Agreement, 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 it shall, during the term
of this Agreement, use its best efforts to provide support to MRED
in the following areas:
i.
Structure a potential M&A or business combination
ii.
Translation of materials (English/Chinese)
iii.
Restructure balance sheet of Company
iv.
Convert all outstanding debt obligations
v.
General business consulting relative to business customs in the
PRC
1
vi.
Support the efforts of MRED and a candidate to enter into
definitive agreements regarding a potential transaction
vii.
Assist in the Due diligence on candidates
viii.
Assisting to close a potential transaction
ix.
Assist with the preparation and filing of a Form 8/K disclosing
material terms and financial statements of potential
transaction
2.
Term . This Agreement shall expire on September
30, 2007. Consultant compensation for any extension will be
negotiated prior to such extension.
3.
Compensation .
a
Company shall issue to Consultant 10,000,000 shares of common stock
of MediaReady, Inc. (OTCBB:
MRED) upon signing this Agreement.
b
Company shall issue to Consultant 8,000,000 shares of common stock
of MediaReady, Inc. (OTCBB:
MRED) upon signing a definitive agreement to enter into a business
combination transaction with any entity introduced by Consultant or
any of Consultant’s affiliates.
c
Discretionary Award Fees. At the discretion of the Company,
this Agreement provides for the additional payment of fees payable
to the Consultant in either readily available funds or oth
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