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CORPORATE CONSULTING SERVICES AGREEMENT

Consulting Services Agreement

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This Consulting Services Agreement involves

CORPORATE CONSULTING SERVICES

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Title: CORPORATE CONSULTING SERVICES AGREEMENT
Governing Law: Delaware     Date: 4/17/2007

CORPORATE CONSULTING SERVICES AGREEMENT, Parties: corporate consulting services
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CORPORATE CONSULTING

SERVICES AGREEMENT

 

THIS CORPORATE CONSULTING SERVICES AGREEMENT is dated for reference effective (the “Effective Date” ) as of the 1 st day of January, 2007.

 

BETWEEN :

 

ASHER ZWEBNER , having an address for delivery and service located at 20A Rehov Sharei Torah, Bayit Vegan, Jerusalem, Israel 96387

 

(the “ Consultant ”);

 

OF THE FIRST PART

 

AND :

 

SINOBIOMED INC. a company established under the laws of the State of Delaware, and having its address for notices hereunder at Room 3304, Bldg. #6, Lane 218, Wu-Zhou Road, Zhong-Huang Plaza, Shanghai, China 200080

 

(the “ Company ”);

 

OF THE SECOND PART

 

(the Consultant and the Company being hereinafter singularly also referred to as a “ Party ” and collectively referred to as the “ Parties ” as the context so requires. In this Agreement “ Company ” shall also include any listed affiliates where the Consultant provides services thereto and receives performance shares or options or other equity therein and such shall be deemed as if issued and contracted by the Company for the purposes of, inter alia, termination fee provisions).

 

WHEREAS :

 

A. The Company is in the business (the “ Business ”) of developing genetically engineered recombinant protein drugs and vaccines that respond to a wide range of diseases and conditions, including malaria, hepatitis, surgical bleeding, cancer, rheumatoid arthritis, diabetic ulcers and burns, and blood cell regeneration and in order to help comply, satisfy and maintain the Company’s reporting obligations in the United States, requires the skills, advice and supervision of a suitable chief financial officer;

 

 

 


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B. The Company wishes to retain the Consultant under this agreement (the “ Agreement ”) to act as the Company’s chief financial officer to assist the Company with its accounting procedures and policies, to establish and maintain proper internal financial controls, to assist the Company with its reporting requirements and to provide financial advice (such forms of interest of the Company generally called the “ Objectives ”);

 

NOW THEREFORE THIS AGREEMENT WITNESSETH THAT THE PARTIES HERETO AGREE AS FOLLOWS :

 

Article I

 

SERVICES AND RESPONSIBILITIES OF THE CONSULTANT

 

1.1 Consultant Services . The Consultant will provide such services specified herein on a proactive basis or as the Company may request, from time to time, in order to assist the Company to attempt to achieve the Objectives. Together with such instructions and variations as the Company may give, the Consultant will provide the following specific services and functions to the Company in pursuit of the Objectives:

 

 

(a)

acting as the chief financial officer of the Company;

 

 

(b)

preparation of quarterly and annual reports as required under Sections 13(d) and 15 of the Securities and Exchange Act of 1934, as amended;

 

 

(c)

acting as a member of the audit committee and to assist with communications and discussions with the Company’s independent registered public accountants;

 

 

(d)

assistance with establishing accounting procedures and policies as well as establishing and maintaining internal financial controls and procedures; and

 

 

(e)

such other assistances as the board may reasonably request to achieve the Objectives;

 

(such above-referenced Objectives services being, collectively, the “ Consulting Services ”).

 

Article II

 

INFORMATION TO BE PROVIDED BY THE COMPANY

 

2.1 Information to be made available . The Company agrees to make available to the Consultant all corporate, financial and operating information, Company personnel or other consultants, and other reasonable resources which are reasonably necessary and sufficient to allow the Consultant to perform the Consulting Services. The Consultant may provide Company information to legal and accounting advisers, and other persons, but that such dissemination shall be effected with proper prudence and subject to such reasonable conditions and restrictions as the Company deems necessary or appropriate and subject to insider information rules and restrictions. The Consultant will use such information only for the purposes set out herein and for no competitive or other purpose whatsoever.

 

 

 


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2.2 Accuracy of the information . The Company agrees that it will bear sole responsibility for the accuracy and completeness of the information provided to the Consultant, except for any information created solely by the Consultant. The Company represents and warrants that the information will be accurate and complete in all material respects and not misleading and will not omit to state any fact or information which would be material in its estimation.

 

2.3 Material change in information . The Company agrees to advise the Consultant promptly of any material change in the affairs of the Company or in any information provided to the Consultant from the date at which such information is given.

 

Article III

 

COMPLIANCE WITH LAWS

 

3.1 Consultant Compliance Issues. The Consultant shall comply with all laws, whether federal, provincial or state, applicable to the Consulting Services provided by it and, when requested by the Company, will advise the Company of any particular compliance issues affecting any Consulting Services for which the Consultant’s services have been engaged.

 

3.2 Company Compliance Issues. The Company shall comply with all laws, whether federal, provincial or state, applicable to the Consulting Services and the Company. The Company shall effect best efforts to maintain its registration as a listed issuer in good standing.

 

3.3 Insider Issues. The Consultant shall comply with all reasonable endeavors of the Company, industry practice, and law and regulation to ensure that it affords security to information of the Company and that the Consultant, or any persons with whom the Consultant works or with whom the Consultant deals, do not employ information of the Company in any manner contrary to law or fiduciary obligations.

 

3.4 Trading. In the event that the Consultant, or any person with whom the Consultant works or with whom the Consultant deals, trades in the Company’s, or affiliates, securities then the Consultant shall employ reasonable prudence and good market practice as to such trading and shall effect such in compliance with law.

 

 

 


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Article IV

 

TERM, RENEWAL AND TERMINATION

 

4.1 Term . The Term of this Agreement (the “ Term ”) is for a period of one year commencing on January 1, 2007 (the “ Effective Date ”) and terminating January 1, 2008 and includes any renewal periods.

 

4.2 Renewal . This Agreement shall renew automatically for subsequent one-year periods if not specifically terminated in accordance with the following provisions. Renewal shall be on the same terms and conditions contained herein, unless modified and agreed to in writing by the Parties, and this Agreement shall remain in full force and effect (with any collateral written amendments) without the necessity to execute a new document. A Party hereto determining not to renew agrees to notify the other Parties hereto in writing at least 60 calendar days prior to the end of the Term of its intent not to renew this Agreement (the “ Non-Renewal Notice ”).

 

In this Agreement the “ Effective Date of Termination” shall mean, in the relevant circumstance, the 60 th day from the Non-Renewal Notice or the 30 th day from notice given in section 4.3(a) below or the date of the event of sections 4.3 (b) or (c) or, in any other circumstance, the date of noticed termination or of constructive or event of termination.

 

4.3 Termination . Notwithstanding any other provision of this Agreement, this Agreement may be terminated by a Party upon written notice if:

 

 

(a)

the other Party fails to cure a material breach of any provision of this Agreement within 30 calendar days from its receipt of written notice from said Party (unless such breach cannot be reasonably cured within said 30 calendar days and the other Party is actively pursuing curing of said breach); or

 

 

(b)

the other Party commits fraud or serious neglect or misconduct or illegal act in the discharge of its respective duties hereunder or under the law; or

 

 

(c)

the other Party becomes adjudged bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy, and where any such petition is not dismissed.

 

4.4 Disability. If Consultant is unable to continue the engagement, whether through disability or other disabling state, then the Company may terminate this Agreement as a without fault termination. If physically capable, Consultant shall be made available for consultation for up to ten (10) hours per month, non-cumulative, at no cost to the Company. For additional hours per month, the Consultant shall be paid a rate of $100 per hour.

 

4.5 Death . In the event that the Consultant dies, the Company shall terminate this Agreement as a without fault termination and the Consulting Fee (as defined below) shall be payable to the Consultant’s estate.

 

 

 


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4.6 Return of Materials .   Upon termination of this Agreement:  

 

 

(a)

The Consultant agrees that all Company property, including without limitation, all books, manuals, records, reports, notes, contracts, lists, and other documents (collectively, the “Confidential Information”), copies of any of the foregoing, and equipment furnished to or prepared by the Consultant in the course of or incidental to this Agreement and the duties hereof, including, without limitation, records and any other materials pertaining to the Company or its Business, belonging to the Company shall be promptly returned to the Company upon termination and the Consultant shall keep no copies thereof, except as may be agreed in writing on agreed terms with the Company; and

 

 

(b)

The Consultant agrees that all Confidential Information is received or developed in confidence and for the exclusive benefit of the Company. During this Agreement and thereafter, the Consultant will not, directly or indirectly, except as required by the normal business of the Company or expressly consented to in writing by the Company:

 

 

 

(i)

disclose, publish or make available, other than to an authorized employee, officer, or director of the Company, any Confidential Information;

 

 

 

(ii)

acquire, possess for his own interest, sell, transfer or otherwise use or exploit any Confidential Information;

 

 

 

(iii)

permit the sale, transfer, or use or exploitation of any Confidential Information by any third party; or

 

 

 

(iv)

retain upon termination or expiration of this Agreement any Confidential Information, any copies thereof or any other tangible or retrievable materials containing or constituting Confidential Information;

 

Article V

 

COMPENSATION OF THE CONSULTANT

 

5.1 Compensation to the Consultant . The Consultant shall be compensated for the Consulting Services by way of the Company issuing 100,000 restricted shares of common stock of the Company on a post forward stock split basis that was effective March 2, 2007 (the “Consultant Shares”) to the Consultant within 10 days of the full execution of this Agreement, with such Consultant Shares being deemed to have been earned by the Consultant as of January 1, 2007. The Consultant Shares shall be held in escrow by the Company’s legal counsel acting as the escrow agent in accordance with the terms and provisions of the Escrow Agreement attached hereto as Schedule “A”. If the Consultant is terminated prior to the end of the Term in accordance with this Agreement, then the Parties hererto agree that the percentage of the Consultant Shares equivalent to the number of days remaining in the Term after the date of termination divided by 365 days shall be surrendered by the Consultant to the Company for cancellation. The Consultant agrees that in the case of the Consultan’s termination prior to the completion of the Term, the Company is authorized to provide a copy of the termination notice and written instructions to the escrow agent with respect to the amount of Consultant Shares to be delivered back to the Company for surrender and cancellation, with the Company providing a copy of such written instructions to the Consultant.

 

 

 


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5.2 Reimbursement of Expenses . During the Term the Company shall reimburse the Consultant for all invoiced and substantiated expenses properly incurred for the Consulting Services within 30 days of invoice. The Company shall not be responsible for expenses unless it has given approval as follows:

 

 

(a)

Any single expense in excess of $500; and

 

 

(b)

Any month in which it is anticipated that aggregate expenses will exceed $2000.

 

Article VI

 

INFORMATION AND ADVICE CONFIDENTIAL

 

6.1 Confidential Information . No information furnished hereunder in connection with the Consulting Services shall be published by any Party without the prior written consent of the other Party, but such consent in respect of the reporting of factual data shall not be unreasonably withheld, and shall not be withheld in respect of information required to be publicly disclosed pursuant to applicable securities or corporation laws.

 

6.2 Confidentiality by the Consultant . The Consultant will not, except as authorized or required by the Consultant’s duties hereunder, reveal or divulge to any person or companies any information concerning the organization, business, finances, transactions or other affairs of the Company, or of any of its subsidiaries, which may come to the Consultant’s knowledge during the Term, and the Consultant will keep in complete secrecy all confidential information entrusted to the Consultant and will not use or attempt to use any such information in any manner which may injure or cause loss, either directly or indirectly, to the Company’s Businesses and shall not use or permit the same to be used for any purpose of the Consultant not in the pursuit of this Agreement or by any competitor or third party. The Consultant shall immediately advise the Company at the time it shall come to the Consultant’s knowledge of any party employing the Company’s information for purposes not authorized by this Agreement or the Company and the Consultant shall give the Company all reasonable assistance to protect the Company’s information, at the Company’s cost. This restriction will continue to apply after the termination of this Agreement without limit in point of time but will cease to apply to information or knowledge which may come into the public domain.

 

6.3 Opinions, Reports and Advice of the Consultant . The Consultant acknowledges and agrees that all written and oral opinions, reports, advice and materials provided by the Consultant to the Company in connection with the Consultant’s engagement hereunder are intended solely for the Company’s benefit and for the Company’s use only, and that any such written and oral opinions, reports, advice and information are the exclusive property of the Company. In this regard the Consultant agrees that the Company may utilize any such opinion, report, advice and materials for its purposes but the Company shall not publish the same or use the same, or extracts thereof, for purposes not specifically intended by the Consultant without the Consultant’s written permission. The Consultant agrees that all resources, opportunities, or other matters of value developed or pursued pursuant to this Agreement are the property of the Company and shall accrue to the Company solely.

 

 

 


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6.4 Right of Ownership to the Business and related Property . The Consultant hereby acknowledges and agrees that any and all technology and Business interests of the Company, together with any improvements derived therefrom, and any patents, copyright, trade marks or trade names used in connection with the same (collectively, the “ Property ”), are wholly owned and controlled by the Company. In this regard the Consultant hereby further covenants and agrees not to, during or after the Term, contest the title to any of the Company’s Property interests, in any way dispute or impugn the validity of the Company’s Property interests or take any action to the detriment of the Company’s interests therein. The Consultant acknowledges that, by reason of the unique nature of the Property interests, and by reason of the Consultant’s knowledge of and association with the Property interests during the Term, the aforesaid covenant, both during the term of this Agreement and thereafter, is reasonable and commensurate for the protection of the legitimate business interests of the Company. The Consultant hereby further covenants and agrees to immediately notify the Company of any infringement of or challenge to any of the Company’s Property interests as soon as the Consultant becomes aware of the infringement or challenge.

 

6.5 Consultant’s Business Conduct . The Consultant warrants that it shall conduct its Consulting Services and other related activities in a manner which is lawful and reputable and which brings good repute to the Company, the Consultant and the Business interests. In this regard the Consultant warrants to provide all Consulting Services in a sound and professional manner such that the same meets superior standards of performance quality within the standards of the industry or as set by the specifications of the Company.

 

Article VII

 

INDEMNIFICATION AND LEGAL PROCE


 
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