Exhibit
10.13
SHELL REFERRAL
AGREEMENT
This Shell
Referrer Agreement ("Agreement"), dated August 15, 2009, is made by
and between:
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7 Zu, Songlin
Cun, Wu Gong Zhen
Wu Gong Xian,
Shaanxi Province
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("Referrer")
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China Children
Pharmaceutical Inc., a Hong Kong Corporation
Rooms 2201-03
22/F World Wide House,
19 Des Voeux
Road Central, HK
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(“Principal”)
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WHEREAS,
Principal is interested in acquiring control of or merging with
said public shell.
NOW, THEREFORE,
in consideration for those services Referrer provides to Principal,
the parties agree as follows:
1. INDEPENDENT
CONTRACTOR:
Nothing in this
agreement shall be construed to create the relationship of employer
and employee, joint venture, or partnership, between parties
hereto. Referrer shall be deemed at all times to be an Independent
Contractor.
2. UNIQUE SERVICES
PROVIDED:
The scope of
this agreement is limited and unique to the Referrer to perform for
the Principal such services.
a) To provide the
Principal certain information regarding an over-the-counter
bulletin board (“OTCBB”) public shell so that Principal
may complete necessary ‘due diligence’ for a potential
acquisition of or merger with such shell. Specifically and at
minimum, the Referrer shall provide the publicly-traded ticker
symbol and contact information for the current majority
shareholder, and officer(s) and director(s).
3. COMPENSATION:
Principal
agrees to pay Referrer, as his fee and as consideration for
services provided, 250,000 warrants with registration rights with a
$3.00 exercise price with piggy-back warrants attached with a $5.00
exercise price (TWO HUNDRED FIFTY THOUSAND WARRANTS WITH
REGISTRATION RIGHTS) total warrants issuable at the closing of the
acquisition or merger.
Principal also
agrees to deposit the total cash payment due under this agreement
with their attorney in trust on or before the Principal and the
OTCBB shell company enter into a definitive merger,
acquisit
