CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (“Agreement”) is made and
entered into on this the 16th day of September, 2008 by and between
Halter Capital Corporation, a Texas corporation
(“HCC”), and KUN RUN Biotechnology LTD., a Hong Kong
Holding Company (the “Company”) .
W I T N E S S E T H:
WHEREAS, the Company desires to engage HCC to provide certain
consulting services for the benefit of the Company as specifically
enumerated below commencing as of the date hereof, and HCC is
willing to be so engaged;
NOW, THEREFORE, for and in consideration of the covenants set forth
herein and the mutual benefits to be gained by the parties hereto,
and for other good and valuable consideration, the receipt and
adequacy of which are now and forever acknowledged and confessed,
the parties hereto hereby agree and intend to be legally bound as
follows:
1. Retention . As of the date
hereof, the Company hereby retains and HCC hereby agrees to be
retained as a consultant during the term of this Agreement. HCC
shall have the right to engage third parties to assist it in its
efforts to satisfy its obligations hereunder. In its capacity as a
consultant, HCC will undertake the following:
(i) Assist
the Company in its efforts to complete an equity based financing or
series of financings for the purpose of working capital and
expanding the business of the company.
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(ii)
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Introduce the Company individuals who reside
in the People’s Republic of China and the United States who
will be considered for election to the Company’s or its
to-be-acquired public parent corporation (“Pubco”), as
hereinafter defined, board of directors;
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(iii)
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Advise the Company in connection with its
efforts to complete a combination transaction (a “Going
Public Transaction”) with a US domiciled publicly reporting
company (“Pubco”);
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(iv)
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Advise the Company on matters related to its
efforts to communicate with shareholders, potential investors and
the general brokerage community after consummation of the Going
Public Transaction; and
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(v)
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Provide Pubco and the Company with such
additional consulting services as may be reasonably requested, to
the extent HCC has both the expertise and legal right to render
such services.
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2. Authorization . Subject to
the terms and conditions of this Agreement, HCC shall act on a best
efforts basis for the benefit of Pubco and the Company during the
term of this Agreement. It being expressly acknowledged that HCC is
acting in the capacity of independent contractor and not as agent
of either Pubco or the Company.
3. Term . HCC’
