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(English Summary)
Consulting Services Agreement
The Consulting Services Agreement
is entered into as of January 1, 2005 between Organic Region Group
Limited, a limited company incorporated under the laws of British
Virgin Island, which has the expertise in the business of fruit
planting and trading (the “Party A”) and Mr. Luo Xiong
(the “Party B”), an individual in Guangzhou, China, who
is engaged in the fruit plant and trade business.
The Parties agree as
follows:
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1
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Retention and Scope of
Service
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1.1
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Party B agrees to retain the
services of Party A, and Party A accepts such appointment to
provide services with respect to the current and proposed
operations of Party B’s business in the PRC upon the terms
and conditions of this Agreement. The services subject to this
Agreement shall include, without limitation:
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a)
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General Business Operation.
Advice and assistance relating to development of technology and
provision of consultancy services, particularly as related to
travel services.
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b)
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Human Resources.
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(i)
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Advice and assistance in relation
to the staffing of Party B, including assistance in the
recruitment, employment and secondment of management personnel,
administrative personnel and staff of Party B;
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(ii)
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Training of management, staff and
administrative personnel;
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(iii)
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Assistance in the development of
sound payroll administrative controls in Party B;
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(iv)
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Advice and assistance in the
relocation of management and staff of Party B;
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c)
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Research and
Development
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(i)
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Advice and assistance in relation
to research and development of Party B;
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(ii)
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Advice and assistance in fruit
planting and trading; and
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d)
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Others. Such other advice and
assistance as may be agreed upon by the Parties.
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1.2
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Exclusive Services Provider.
During the term of this Agreement, Party A will be the exclusive
provider of the Services. Party B shall not seek or accept similar
services from other providers unless the prior written approval is
obtained from Party A.
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1.3
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Intellectual Properties Related
to the Services. Party A shall own all intellectual property rights
developed or discovered through research and development, in the
course of providing services, or derived from the provision of the
Services. Party B may use any intellectual property when concludes
a separate agreement with Party A. Party B is authorized to use
Party A’s name in normal business.
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1.4
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Pledge. Party B shall permit and
cause Party B’s shareholders to pledge the equity interests
of Party B to Party A for securing the Fee that should be paid by
Party B pursuant to this Agreement.
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2
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Payment.
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2.1
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General.
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a)
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Party B shall pay to Party A
during the term of this Agreement a consulting services fee (the
“Consulting Services Fee”), payable in RMB each
quarter, equal to all of its revenue for such quarter based on the
quarterly financial statements provided under Clause 4.1 below.
Such quarterly payment shall be made within 15 days after receipt
by Party A of the financial statements referenced above.
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b)
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Party B will permit Party A, with
ten days notice, to conduct periodic audits of books and records of
Party B and examine and make copies of and abstracts from the books
and records under the Party B’s control.
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2.2
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Without Party A’s written
consent, Party B shall not set off any amount it may claim is owed
to it By Party A against any Consulting Services Fee payable to
Party A.
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2.3
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The Consulting Services Fee shall
be paid in RMB by telegraphic transfer to account designated by
Party A.
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