CONSULTING SERVICES AGREEMENT
This Consulting
Agreement (the "Agreement") is entered into this 15
th day of August, 2009 by and between:
IFG Investments Services, Inc., a Nevis
Corporation
(the “Consultant”)
Charlestown,
Nevis Federation of St Kitts &
Nevis
China Children Pharmaceutical Inc., a PCR
Corporation
(the “Company”)
Rooms 2201-03 22/F World Wide House,
19 Des Voeux Road Central, HK
RECITALS
WHEREAS, the
Company is in need of assistance in the public company sector
including advising on a merger/acquisition transaction, NASDAQ and
Hong Kong Stock Exchange Listing applications, SEC filings
including but not limited to, Form 8-K, Registration Statement
support; and
WHEREAS,
Consultant has agreed to perform consulting work for the Company in
providing Merger/Acquisition support, NASDAQ and Hong Kong listing
support and other consulting services and other related activities
as directed by the Company; NOW, THEREFORE, the parties
hereby agree as follows:
1.
Consultant's Services. Consultant shall be available and shall provide
to the Company professional
consulting
services in the areas of Merger/Acquisition support, NASDAQ and
Hong Kong listing support and other consulting services support
("Consulting services") as requested.
2.
Consideration.
A. RATE.
In consideration for the Consulting Services to be performed by
Consultant under this Agreement, the Company will pay Consultant at
the rate of 600,000 warrants with registration rights at a $3.00
exercise price with piggy-back warrants with
registration right attached at a $5.00 exercise
price (SIX HUNDRED THOUSAND WARRANTS WITH
REGISTRATION RIGHTS) total warrants issuable at the closing of the
acquisition or merger for time spent on Consulting
Services.
B.
EXPENSES . Additionally,
the Company will pay Consultant for the following expenses incurred
while the Agreement between Consultant and the Company
exists:
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All travel
expenses to and from all work sites
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Lodging
Expenses if work demands overnight stays; and
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Miscellaneous
travel-related expenses (parking and tolls).
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Consultant
shall submit written documentation and receipts where available
itemizing the dates on which expenses were incurred. The Company
shall pay Consultant the amounts due pursuant to submitted reports
within 14 days after a report is received by the
Company.
3.
Independent Contractor. Nothing
