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EXHIBIT 10.4
CONSULTING AND MANAGEMENT AGREEMENT
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Consulting and Management Agreement ("Agreement") made this 27th
day of June
2007 by and between MR. AIHUA HU ("Hu") and CAPITAL ONE RESOURCE
CO., LTD.
("Consultant").
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W I T N E S S E T H:
A. Hu is an individual residing in the Peoples Republic of
China.
B. Hu desires to engage the services of Consultant for advice
regarding Hu's
business endeavors as they relate to himself and other entities
in China of
which Hu maintains membership and/or equity interests.
C. Capital One Resources Co., Ltd. is a Brunai company of
limited liabilities.
D. Capital One Resources Co., Ltd. is a wholly owned subsidiary
of CDI Shanghai
Management Co. Ltd., a Chinese company of limited
liabilities.
E. CDI Shanghai Management Co. Ltd. is a wholly owned subsidiary
of China
Direct, Inc., a Florida corporation.
F. Consultant is desirous of performing such services on behalf
of Hu.
G. NOW, THEREFORE, in consideration of the mutual covenants and
agreements
contained in this Agreement, the parties hereto agree as
follows:
1. CONSULTING SERVICES.
a. Upon the terms and subject to the conditions contained in
this Agreement,
Consultant hereby agrees that it will 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 provide consulting
services (the
"Services") to Hu in the following areas:
1. Identifying suitable merger and acquisition candidates.
2. Perform due diligence on potential mergers and acquisition
candidates.
3. Translation of documents.
4. Evaluation and structure of potential mergers and
acquisitions.
2. COMPENSATION. Hu shall pay to Consultant a success fee of 20%
of any
shares of common stock Hu receives as consideration pursuant to
any merger or
acquisition with a U.S. public entity in which Hu utilizes
Consultant's
consulting services.
3. BREACH OF CONTRACT. The sole remedy of this contract in
respect of any
material breach of this Agreement by Consultant shall be to
terminate this
Agreement upon the giving of thirty (30) days' prior written
notice, but no such
termination shall affect the fees payable pursuant to Paragraphs
3 hereof.
4. INDEMNIFICATION. Consultant shall not be liable to the
Company or to any
officer, director, employee, stockholders, or creditor of the
Company, for any
act or omission in the course of or in connection with the
provision of advice
or assistance hereunder. The Company agrees to and shall defend,
indemnify and
hold Consultant harmless from and against any and all suits,
claims, demand,
causes of action, judgment dama
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