AGENCY AND
COOPERATIVE AGREEMENT
THIS AGREEMENT made
effective the __20 th __ day of ___October ___, 2006 ,
(the "Effective Date").
BETWEEN:
ASIAN DRAGON
GROUP INC. , a Nevada corporation with offices
at suite 1100 – 475 Howe Street, Vancouver,
BC;
(“Asian
Dragon”)
AND:
WORLD FORTUNE
ENTERPRISE INC. , a BC corporation with offices at
870 East 54 th Ave, Vancouver, British Columbia,
V5X 1L7, Canada;
(“World
Fortune”)
(Asian Dragon and
World Fortune herein collectively referred to as the
"Parties")
WHEREAS
World Fortune is a
private British Columbia corporation established to source and
assess opportunities in the precious metals industry in
China;
AND
WHEREAS Asian Dragon wishes to engage World
Fortune as an Agent of Asian Dragon, and World Fortune wishes to be
engaged by Asian Dragon as an Agent, on the terms and conditions
contained herein, to present to Asian Dragon opportunities in the
precious metals industry in China;
NOW THEREFORE THIS
AGREEMENT WITNESSES that in consideration of the
covenants and agreements herein contained, the parties hereto do
covenant and agree (the "Agreement") each with the other as
follows:
1.
Scope of Agent's
Position
1.1
Position and Title.
Asian Dragon hereby engages World Fortune as a bona fide
Agent of Asian Dragon. World Fortune hereby agrees to such
engagement.
1.2
Duties of World
Fortune. Asian Dragon engages World Fortune to fulfill the
duties (“Duties”) specified on Schedule “A”
of this Agreement. World Fortune hereby agrees to fulfill the
Duties specified. Asian Dragon and World Fortune agree that
the Duties may be replaced, amended, superseded or supplemented
from time to time by written consent by the Parties
1.3
Reporting.
World Fortune will report to and take instructions and
directions from Asian Dragon upon Asian Dragon’s indication
of its desire to proceed with any specific opportunity as presented
to Asian Dragon by World Fortune (an
“Opportunity”).
1.4
Commitment of World
Fortune. During the term of this Agreement, World Fortune
will devote any time required to promote the best interests of
Asian Dragon on a non-exclusive basis. In carrying out its
Duties, World Fortune will use its full abilities, knowledge,
expertise, technical skill and ingenuity, among other things, to
meet this standard. In addition, World Fortune will carry out
its Duties honestly, in good faith and in the best interests of
Asian Dragon.
2.
Compensation
2.1
World Fortune shall
be compensated in the form and in the amount as agreed to between
the Parties (the “Compensation”) such Compensation to
be set out in each separate formal agreement entered into between
the Parties (a “Formal Agreement”) such Formal
Agreements to be executed upon World Fortune brining to Asian
Dragon a satisfactory Opportunity.
2.2
Reimbursement of
Expenses. Asian Dragon will reimburse World Fortune for all
reasonable expenses incurred by World Fortune in the performance of
its Duties and with respect to each Opportunity which is evidenced
by a Formal Agreement, provided that World Fortune provides Asian
Dragon with a written expense account, in a form satisfactory to
Asian Dragon.
3.
Funding to Held in
Trust
3.1
The Parties
acknowledge and agree that at certain times and with respect to the
evaluation of certain Opportunities, Asian Dragon will be required
to provide certain funds (the “Funds”) to be placed in
trust with World Fortune to provide requisite authority to World
Fortune to proceed with the evaluation of an Oppportunity by the
Gold Bureau of China and the Chinese Government. The Parties
further acknowledge that these Funds will at all times remain the
property of Asian Dragon or its assignees.
4.
Term and
Termination
4.1
Term. This
Agreement shall become effective as of the Effective Date and shall
continue during the term of any contract negotiated by World
Fortune on Asian Dragon’s behalf in connection with an
Opportunity and shall be automatically extended, unless terminated
in accordance with the provisions of this Agreement.
4.2
World Fortune’s
Right to Terminate for any Reason. World Fortune may
terminate this Agreement for any reason:
(a)
at any time upon
providing 10 days advance notice in writing to Asian Dragon;
or
(b)
upon a material
breach or default of any term of this Agreement by Asian Dragon,
but only if World Fortune has first given written notice of such
breach or default to Asian Dragon and Asian Dragon have failed to
rectify the breach or default within a period of 10 days following
receipt of such notice.
4.3
Asian Dragon’s
Right to Terminate for any Reason. Asian Dragon may terminate
this Agreement for any reason:
(a)
at any time upon
providing 10 days advance notice in writing to World Fortune;
or
(b)
upon a material
breach or default of any term of this Agreement by World Fortune,
but only if Asian Dragon have first given written notice of such
breach or default to World Fortune and World Fortune has failed to
rectify the breach or default within a period of 10 days following
receipt of such notice.
5.
Remedies
5.1
Defences of World
Fortune. The existence of any claim, demand, action or cause
of acti
