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EXHIBIT 99.1
CONSULTING AND MANAGEMENT
AGREEMENT
Consulting and Management Agreement ("Agreement") made this 22
nd day of May 2007 by and between China Direct
Investments, Inc., (the “Consultant”), a Florida
Corporation, located at 5301 N. Federal Highway, Suite 120,
Boca Raton, FL 33487, Tel: 561-989-9171; Fax: 561-989-8206 and
MediaReady, Inc., a Florida corporation (“MRED”
or "Company"), located at 888 East Las Olas Boulevard, Suite 710,
Fort Lauderdale, FL 33301, Phone: 954-527-7780;
Fax: 954-527-7772.
RECITALS :
A.
MediaReady,
Inc. desires to engage the services of Consultant as
a subcontractor. As subcontractor, MediaReady, Inc.
will look to the Consultant for introductions and advice as it
relates to general business activities, mergers and
acquisitions, business combinations, and accounting and
financial management of the Company.
B.
China Direct
Investments, Inc is a wholly-owned subsidiary of China Direct,
Inc., a Florida Corporation, located at
5301 N. Federal Highway, Suite 120, Boca Raton, FL 33487, Tel:
561-989-9171; Fax: 561-989-8206.
C.
China Direct
Investments, Inc. 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 agrees
to use best efforts to source a synergistic company located in
China for MediaReady upon the terms and subject to the
conditions contained in this Agreement. Consultant hereby agrees
that it shall, during the term of this Agreement, undertake the
performance of services as outlined in this Agreement.
Within the ninety (90) days from the date first written
above, Consultant will present at least two Chinese companies to
MediaReady for potential acquisition or business combination.
Consultant does not, in any way, guarantee that Company
will subsequently close any transaction with any Chinese entity
introduced to Company by Consultant.
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 best efforts to provide support to the Company in
the following areas:
i.
General business
consulting
ii.
Assisting and
sourcing funds if necessary
iii.
Identifying
potential merger candidates in China
1
iv.
Due diligence on
merger candidates
v.
Identifying a
potential buyer for potential business combinations
vi.
Assisting in
financial and accounting management
vii.
Assisting in
auditing
viii.
Assisting in SEC filings and disclosure
2.
Term
. This Agreement shall be for a term of three (3)
months from the date hereof. This Agreement may be
extended for an additional twelve (12) months upon the mutual
agreement of both Company and Consultant. Consultant
compensation for any extension will be negotiated prior to such
extension. .
3.
Compensation .
a
Company shall issue
to Consultant 2,500,000 restricted shares of common stock
of MediaReady, Inc.
(OTCBB: MRED).
b
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 other marketable
securities.
4.
Indemnification .
Consultant shall not be liable to the Company or to any
offic
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