<PAGE>
EXHIBIT 10.8
INDEPENDENT CONTRACTOR AGREEMENT
This Agreement is entered into by and
between:
1. FINTEL Group Ltd, a Hongkong
corporation, located at Suite 308, Hang Bong
Centre, 28
Shanghai Street, Kowloon, Hongkong, or its designated
affiliates,
herein referred to as "FINTEL"; and
2. China Digital Distribution
Limited, a BVI corporation, located at Kingston
Chamber, P.O.
Box 173, Road Town, Tortola, British Virgin Island, herein
referred to as
"CONTRACTOR".
WHEREAS:
FINTEL agrees to employ the services of
CONTRACTOR and CONTRACTOR accepts to
provide his services to FINTEL, under the
following terms and conditions.
3. TERM: The term of this
agreement is one (1) years, starting January 1st,
2005 through December 31st,
2005;
4. DUTIES: The services
provided by CONTRACTOR will be as follows: (a)
locating
potential clients (b) handling the negotiation (c) concluding
the
transaction (d)
servicing the clients' needs and (e) ensuring the
performance of
the obligations of client and FINTEL. Additional duties
might be
required as agreed by both parties. CONTRACTOR will devote the
best efforts in
and to the faithful performance of the duties assigned by
FINTEL.
5. COMPENSATION:
In consideration
of the services to be rendered by CONTRACTOR as assigned
by FINTEL,
FINTEL shall pay an annual compensation and benefits based on
the net income
generated by CONTRACTOR per each client, not withstanding
the termination
of this contract, as follows:
a) Cash payment is calculated
at 33.33% of the net income received by
FINTEL as a result of CONTRACTOR's services. The payments will be
made
according to the schedule of payments actually received by
FINTEL;
b) In addition, CONTRACTOR will
be issued an option to purchase FINTEL
restricted common shares on the same date as the issuance of
shares
per completion of the deal. The amount of option shares will equal
to
the total shares issued for the deal multiplied by the average
share
price of 30 trading days before completion (in USD) or the
closing
price on the date of completion, whichever is higher. For example,
if
CONTRACTOR signed a deal to issue two million shares and the
average
price of 30 trading days before completion is 0.21 and the price
on
the date of completion is 0.19, CONTRACTOR will be awarded a total
of
0.42 million option shares at the exercise price of $0.21 a
share,
which is higher of the average closing price of 30 trading days
and
the closing price on the date of completion;
c) The option shall satisfy a
vesting period before it can be exercised.
The vesting period for the first one third of options is one year
from
date of issuance, two years for the second one third of options
and
three years for the third one third options. The option will be
valid
for a 3 year period from the end of respective vesting period.
Should
the client ends the service contract with Fintel before the
vesting
period is over, the rem
