EXHIBIT 10.12
APPROVED & EXECUTED ON DECEMBER 30, 2005
GENERAL PARTNERSHIP AGREEMENT
-----------------------------
This Agreement is made and entered into as of the 30 day of
December,
2005 between GENESIS EQUITY PARTNERS, LLC, a US limited liability
partnership
(referred to as "GEP") and JIN MA GROUP, LTD., registered in the
People's
Republic of China (referred to as the "Company").
In
consideration of the mutual promises made herein and for other
good
and valuable consideration, the receipt and sufficiency of which is
hereby
acknowledged, the parties hereto agree as follows:
1. PURPOSE. The Company hereby engages GEP for the term specified
in
Section 2 hereof to provide consulting services to the Company as
a
non-exclusive external consultant in connection with financial and
similar
matters upon the terms and conditions set forth herein.
2. TERM. Except as otherwise specified in Section 4 hereof,
this
Agreement between GEP and the Company is for the 18 month period
commencing on
the date hereof and may be terminated by the Company or GEP at any
time upon 60
days written notice.
3. DUTIES OF GENESIS EQUITY PARTNERS.
3.1 REGISTRATION SERVICES: During the term of this Agreement,
GEP shall provide the Company with corporate finance and related
financial
registration services, advice with regards to, establishing the
Company as a
registered corporation in the United States, raising money in the
private sector
through a private placement, going public and filing a registration
statement,
advise the Company with regards to listing its stock on the Pink
Sheets, OTCBB,
NASDAQ SmallCap, NASDAQ NMS or other Western public stock
exchanges.
GEP may recommend and obtain legal counsel; an SEC registered
accounting firm, transfer agent and financial printer on behalf of
and for the
Company. GEP shall be responsible for all legal and professional
costs up to and
through the effectiveness of a registration statement. All
subsequent fees and
costs are included hereunder in section 4.2
GEP shall devote such time and effort to the performance of
its duties hereunder as GEP deems reasonably necessary. GEP may
look to others
for such factual information, investment recommendations, economic
advice and/or
research, upon which to base its advice to the Company hereunder,
as it shall
deem appropriate.
In addition, GEP shall hold itself ready to assist the Company
in evaluating and negotiating particular contracts or transactions,
if requested
to do so by the Company, upon reasonable written notice, and GEP
will undertake
such evaluations and negotiations upon prior written agreement as
to additional
compensation to be paid by the Company to GEP with respect to such
evaluations
and negotiations and their related expenses.
The Company recognizes that GEP now renders and may continue
to render financial and other registration services to other
individuals and
entities which may or may not conduct activities similar to those
of the Company
and acknowledges that GEP shall be free to render services of any
kind to any
other corporation, firm, individual or association.
GENESIS EQUITY PARTNERS, LLC
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APPROVED & EXECUTED ON DECEMBER 30, 2005
3.2 POST-REGISTRATION SERVICES: GEP will provide the Company
Post-Registration services including but not limited to:
o
Assistance in
preparation and completion of documents required for
submission to the SEC by the Company via the EDGAR database
o
Assistance in public
relations, including coordination of all investor
relation's efforts, including stock market support and
awareness
o
Assistance in
quarterly and annual reports preparation
o
Assistance in
financial auditing
o
Assistance in SEC
regulation compliance
o
Assistance in fund
raising
o
Design and set up of a
US Website for the Company to address US
shareholder needs
o
Assistance in locating
and pre-qualifying potential merger candidates
o
Assistance in business
development in other areas that the Company may
need
4. COMPENSATION.
4.1 REGISTRATION SERVICES: In consideration for the services
rendered within 90 days by GEP to the Company pursuant to section
3.1
("Registration Services") of this Agreement, the Company shall pay
a service fee
of USD 100 to GEP upon entering into the agreement herein.
Upon completion of the Company's registration, the Company
shall issue and deliver to GEP shares of common stock equivalent to
35% of the
Company's total shares.
In the case of a Reverse Merger, GEP will be responsible for
the cost of the Shell and any attendant legal or professional
services directly
or indirectly related to the purchase of the Shell, the
restructuring of the
Shell and/or the expenses of or relating to the resolution of any
outstanding
legal or business issues extending from the Shell's past or present
operating
history.
4.2 POST-REGISTRATION SERVICES: In consideration for the
services rendered by GEP to the Company pursuant to section 3.2
("Post-Registration Services") of this agreement, the Company shall
pay to GEP a
general service fee of USD 10,000 per month in cash or in the form
of shares of
the Company's common stock (a value of USD 10,000). Such said
shares are to be
registered with the SEC via the company non-qualified employed
option plan. This
service fee payment shall not start until the Company receives
pre-registration
or post-registration funding of USD 1.5 million or more.
Additionally, GEP can exercise options to purchase the company
common stock at 30% discount to the market price. The Company and
GEP will
determine the number of options upon the initiation of the
contract. Such said
options will be registered with the SEC via the company
non-qualified employee
option plan.
5. EXPENSES OF GEP. In addition to the shares payable hereunder
and
regardless of whether any private offering or registration
statement is
consummated, the Company shall reimburse GEP for the reasonable
fees and
disbursements of GEP's counsel and GEP's reasonable travel and
out-of-pocket
expenses incurred in connection with the services performed by GEP
pursuant to
this
GENESIS EQUITY PARTNERS, LLC
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APPROVED & EXECUTED ON DECEMBER 30, 2005
Agreement and at the request of the Company, including without
limitation,
hotels, food and associated expenses and long-distance telephone
calls. GEP
shall account for such expenses to the Company; provided, however,
that any
expenses in excess of $1,000 shall require the prior written
approval of the
Company, which will not be unreasonably withheld. Such
reimbursement shall
accumulate and be offset or paid monthly.
6. LIABILITY OF GEP.
6.1 In furnishing the Company with the advice and other
services as herein provided, neither GEP nor any officer, director
or agent
thereof shall be liable to the Company or its creditors for any
acts and/or
omissions attributable to or arising from such services, including,
but not
limited to, errors of judgment in connection therewith, but not
including
intentional or willful misconduct by GEP in the performance of such
services.
6.2 It is further understood and agreed that GEP may rely upon
information furnished to it reasonably believed to be accurate and
reliable and
that, except as he
