CONSULTING
AGREEMENT
THIS CONSULTING AGREEMENT (this “ Agreement
”) is entered into and is effective as of July 3, 2008 by and
between NexxNow,
Inc., with principal offices at 37 Hamburg Street, East
Aurora, NY 14052, (“ NexxNow
”), Pan Asia
Investment Management Company , a Dalian, China registered
and licensed company with offices at Suite 41, Yong Zhen Street,
Shi Kong District, Dalian, China, 106001 (“ Pan Asia
”) and Fu
Lojen residing at 24 Ren Ming Rd, Dalian, China
116001.
WHEREAS, NexxNow desires to engage Pan Asia to act as its
consultant on China matters and Pan Asia is willing to perform the
services of consultant and to assist NexxNow in achieving their
business objectives in China.
T
E
R
M
S
:
NOW THEREFORE ,
in consideration of the mutual premises and covenants
contained herein, and other good and valuable consideration,
the receipt, sufficiency and adequacy of which is hereby
acknowledged, the parties agree as follows:
1.00
Services to be
Performed by Pan Asia
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1.01
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Pan
Asia, upon request of the Board of Directors of NexxNow, shall
provide advice and management services on all matters concerning
and in furtherance of NexxNow’s business plans and operations
in China. Pan Asia will represent NexxNow generally and
as and when directed by NexxNow and will do all things necessary to
further the business goals of NexxNow in China.
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1.02
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Pan
Asia shall create and manage a national presence in
China. Pan Asia shall at the request of NexxNow manage
an office in Dalian, China. All expenses associated with
the Dalian offices will be the responsibility of
NexxNow. All expenses must be pre-approved in writing by
NexxNow CEO, Paul Riley.
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1.03
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Pan
Asia shall create and manage one or more Internet websites in China
and in the Chinese language, designed to promote and further the
goals of NexxNow in China. Content to be approved by
NexxNow.
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1.04
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Pan
Asia shall manage and provide a Chinese Advisory Board consisting
of four (4) NexxNow approved members to support and advise NexxNow
regarding its Chinese business initiatives. This
Advisory Board will be formed and convened within Forty-Five (45)
days of this contract. Compensation and reporting will
be at the direction of NexxNow.
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1.05
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Pan
Asia shall create a barter program to transfer NexxNow technology,
services and content to the various forms of media in China in
exchange for advertising time and space. Program detail
to be approved by NexxNow.
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1.06
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Pan
Asia shall introduce NexxNow to CCTV, foster good business
relations with CCTV and assist to secure a favorable business
arrangement between NexxNow and CCTV.
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1.07
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Pan
Asia shall promote NexxNow and its products and services in
China.
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1.08
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Pan
Asia shall assist in securing local and central government
cooperation, permits and licensing needed to further the business
goals of NexxNow.
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1.09
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Pan
Asia shall advise on and introduce and provide liaison on and
between government, businessmen and investors and NexxNow as
requested by NexxNow.
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1.10
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Pan
Asia shall arrange for and provide translation services as
required.
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1.11
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Pan
Asia shall receive and escort NexxNow business teams on their
visits to China.
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1.12
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Pan
Asia shall travel to the United States of America as and when
required by NexxNow.
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1.13
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Pan
Asia shall introduce potential investors to NexxNow.
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2.00
Terms &
Fees
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2.01
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The
Term shall commence upon the execution date of this agreement and
shall expire two years from that date.
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Prior to July 1, 2010, this Agreement may be terminated as
follows:
(a) By
NexxNow for Cause. As used herein, the term "Cause" shall mean
only the following: (A) conviction during the Term
of a crime involving moral turpitude by Pan Asia, or (B)
material, willful or gross misconduct by Pan Asia in the
performance of its duties hereunder.
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2.02
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As
compensation for Pan Asia’s services required hereunder, Pan
Asia shall be entitled to receive:
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(a)
Consulting Fee
: Pan Asia will be paid Ten Thousand ($10,000) U.S. Dollars per
month by bank wire on the 15 th
of each month commencing upon NexxNow achieving an additional One
Million ($1,000,000) U.S. Dollars in paid in capital.
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(b)
Stock
Compensation : NexxNow shall award Five Hundred
Thousand (500,000) shares of NexxNow common stock to Pan Asia upon
the execution of this Agreement and appointment of Fu Lo Jen as
Chairman of NexxNow’s Chinese Advisory
Board. NexxNow shall award Two Hundred Fifty Thousand
(250,000) shares of its common stock to Pan Asia for successful
completion of each of the following objectives:
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(i)
the appointment of Three (3) additional Chinese Advisory Board
members, within Forty-Five (45) days from the date of execution of
this Agreement, and the construction of and online maintenance of a
Chinese hosted NexxNow website (content provided and approved by
NexxNow) empowered by
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