Exhibit 10.24
CONSULTING AND MANAGEMENT
AGREEMENT
This Consulting and Management Agreement
(“Agreement”) is made as of this 29
th day of April, 2009 by and between Sunwin
International Neutraceuticals, Inc., a Nevada corporation
(“Client”), and China Direct Investments, Inc., a
Florida corporation (“Consultant”). Client
and Consultant may collectively be referred to as the
“Parties”.
W I T N E S S E T
H:
WHEREAS, Client desires to engage the services
of Consultant as its representative in the United States and to
provide Client with the services as more fully set forth in this
Agreement; and
WHEREAS, Consultant is desirous of performing
such services on behalf of Client.
NOW, THEREFORE, in consideration of the mutual
covenants and agreements contained in this Agreement, the parties
hereto agree as follows:
1. Consulting Services
. 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 the
following services (the “Services”):
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Familiarize
itself, to the extent appropriate and feasible, with the business,
operations, properties, financial condition, management and
prospects of Client;
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Advise Client
on matters relating to its capitalization;
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Evaluate
alternative financing structures and arrangements and potential
sources of investment capital;
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Assist Client
in evaluating and make recommendations concerning the relationships
among Client's various lines of business and potential areas for
business growth;
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Assist with
translation of documents (Chinese/English);
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Manage and
enter into contracts for professional resources on behalf of and as
required by Client in its U.S. operations and regulatory compliance
(i.e. legal, accounting, auditing, transfer agent, public relations
services and such other services mutually agreed on by the
Parties);
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Manage investor
road shows/investment conferences;
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Coordinate the
preparation and filing of all required public disclosures as
required by the Securities and Exchange Commission and such other
governmental and regulatory agencies in the United States and in
each state where Client maintains an office or is required to
comply with state laws in the United States;
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Provide
assistance in financial management and the implementation of
internal controls;
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Maintain
Client’s U.S. representative offices; and
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Provide such
other services upon which the Parties may mutually
agree.
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2. Term . The Agreement shall be for a
term of twelve (12) months from May 1, 2009 to April 30, 2010. This
Agreement may be extended for an additional twelve (12) months by
Client upon the mutual agreement of both Client and the Consultant
and the payment of additional compensation to be agreed on by the
Parties.
3. Consulting Fees and Expenses . Client
shall pay Consultant for providing the Services the following
compensation and reimbursement of expenses (the “Consulting
Fees and Expenses”):
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Stocks. Client shall issue Consultant a total of
1,300,000 shares of Client’s Common Stock, $0.001 par value
(the “Shares”) which shall be earned and issued within
30 days upon the signature of this agreement.
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Cash. Client shall compensate Consultant a total of
$150,000 payable in full amount within 45 days upon the signature
of this agreement.
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Expenses. All costs and expenses necessary for
the legal, accounting, transfer agent, public relations services
and other professional services necessary in the operation of
Client’s business in the U.S., travel and living expenses,
copying and shipping expenses and other costs and expenses incurred
in connection with any transactions contemplated by this Agreement
(the “Expenses”). The Expenses shall be paid
or incurred by Consultant.
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4. Information. In connection with
Consultant providing Services hereunder, Client will cooperate with
Consultant and furnish Consultant upon request with all information
regarding the business, operations, properties, financial
condition, management and prospects of Client (all such information
so furnished being the “Information”) which Consultant
deems appropriate and will provide Consultant with access to
Client's officers, directors, employees, independent accountants
and legal counsel. Client represents and warrants to
Consultant that all Information made available to Consultant in
connection with the performance of the Services under this
Agreement will be complete and correct in all material respects and
will not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements
therein not misleading in light of the circumstances under which
such statements are or will be made. Client further
represents and warrants that any projections and other
forward-looking information provided by it to Consultant will have
been prepared in good faith and will be based upon assumptions
which, in light of the circumstances under which they are made, are
reasonable. Client recognizes and confirms that
Consultant: (i) will use and rely primarily on the
Information and on information available from generally recognized
public sources in performing the services contemplated by this
Agreement without having independently verified the same; and (ii)
does not assume responsibility for the accuracy or completeness of
the Information and any reports or other filings made by Client
with the U.S. Securities and Exchange Commission.
5. Warranties
. Consultant warrants that the Services to be provided
under this Agreement shall be performed by qualified personnel in a
professional manner employing reasonable commercial
efforts. This warranty shall be valid for a period of
thirty (30) days from the performance of the
Services. Except as specifically provided in this
Section 4, Consultant disclaims any and all other warranties with
respect to the services provided hereunder, including without
limitation any impli
