CONSULTING AND MANAGEMENT SERVICES AGREEMENT

Exhibit 10.3

CONSULTING AND MANAGEMENT SERVICES AGREEMENT

This CONSULTING AND MANAGEMENT SERVICES AGREEMENT is made as of _____________, 2008, between and among The Hong Kong Winalite Group Limited, a Hong Kong company (“ Winalite ”); and the following (the “ Distributor ”):

Name of company:   _____________________________________________________________

Country and location of legal organization: ___________________________________________

Distributor’s initials: __________                 Winalite’s initials: __________  

Each of the foregoing is referred to as a “ Party ” and together as the “ Parties ”. Capitalized terms not otherwise defined have the meanings assigned to them in Exhibit A to this Agreement.

RECITALS

A.

By an Exclusive International Distribution Agreement between the Parties dated as of ________, 2008 (the “ Distribution Agreement ”), Winalite has appointed Distributor to be its exclusive distributor within the Territory of the Products, as those terms are defined in the Distribution Agreement.

B.

Distributor desires to obtain from Winalite certain consulting, management, technical, marketing, financial and/or other services, and Winalite is willing to provide those services, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the Parties, the Parties agree as follows:

AGREEMENT

1.

The Services.  

(a)

During the Term of this Agreement, Winalite will provide to Distributor, upon written request, any or all of the consulting, management, technical, marketing, financial and/or other services identified on Exhibit B (the “ Services ”), in consideration for the payment of the fee(s) set forth on Exhibit C (the “ Fees ”).

(b)

Winalite will provide the Services using personnel with appropriate skills and experience. Winalite will designate the personnel, and determine the time and place at which the Services will be provided, consistent with reasonable practice in the industry in which Distributor is engaged.

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(c)

Winalite will not undertake operational responsibilities in connection with providing the Services hereunder and will serve only in an advisory capacity, providing only recommendations to Distributor.  

2.

Representations and Warranties.   Each Party represents and warrants to the other, as to itself and not as to the other, as follows:

(a)

It is a company duly organized under the laws of the country identified in its address on the signature page of this Agreement and has all requisite corporate power and authority to enter into, deliver and perform its obligations under this Agreement. When duly executed and delivered by it, this Agreement will constitute an obligation which is valid, binding on and enforceable against it.

(b)

All corporate action necessary to execute, deliver and perform its obligations under this Agreement has been duly taken.

3.

Limitation of Liability.   Winalite will have no liability to Distributor arising out of the performance of the Services unless due to the gross negligence or willful misconduct of Winalite or any of the personnel assigned by Winalite to perform the Services. In no event will Winalite have any responsibility for consequential damages or loss of profits of Distributor.

4.

Confidentiality.    Notwithstanding any other provision of this Agreement, the Parties agree to maintain in confidence, and not to disclose to other Person, either during the Term of this Agreement or during a period of five (5) years thereafter, any and all Confidential Information furnished by a Party (the “ Disclosing Party ”) to the other Party (the “ Receiving Party ”). “ Confidential Information ” means and includes any information of any nature except for information (i) which at the time of disclosure is, or subsequently becomes, part of the public domain through no fault of the Receiving Party, (ii) which at the time of disclosure, is already known to the Receiving Party and the Receiving Party can prove such prior knowledge, or (iii) which is subsequently disclosed on a non-confidential basis to the Receiving Party by a third Party whose receipt and disclosure does not constitute a violation of any confidentiality obligation to the Disclosing Party. Confidential Information may include, but will not be limited to, processes, compilations of information, records, specifications, cost and pricing information, customer lists, catalogs, booklets, technical advertising and selling data, samples, and the fact of the Disclosing Party’s intent to manufacture, market, sell or distribute any new product, and except for information which is public or general industry knowledge, all information furnished by the Disclosing Party to the Receiving Party will be considered to be Confidential Information, whether or not specifically so designated. The Receiving Party will take all reasonable steps to protect the Confidential Information from unauthorized disclosure, including, but not limited to, informing its employees in writing of the confidential nature of the information and binding those employees to maintain the confidentiality of the information to the same extent as provided herein. The Receiving Party further agrees not to use any Confidential Information in any way, directly or indirectly, except as required in the course of the performance of the terms of this Agreement and approved in writing and in advance by the Disclosing Party.

5.

Compliance with Laws .  Each Party will at all times and at its own expense (a) strictly comply with all applicable laws, rules, regulations and governmental orders, now or hereafter in effect, relating to its performance of this Agreement, (b) pay all fees and other charges required by such laws, rules, regulations and orders, and (c) maintain in full force and effect all licenses, permits, authorizations, registrations and qualifications from all applicable governmental departments and agencies to the extent necessary to perform its obligations hereunder.

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6.

Term and Termination.   The term of this Agreement (the “ Term ”) will commence on the date first set forth above and continue until terminated in accordance with this Section 6 . This Agreement may be terminated at any time by Winalite, and upon sixty (60) days’ advance notice by Distributor, by written notice delivered to the non-terminating Party specifying the effective date of such termination. Expiry or termination of this Agreement in accordance with its terms will not give either party the right to claim any damages or compensation, indemnity or reimbursement whatsoever from the other by reason of such expiry or termination (including, but not limited to, any claims in respect of present or prospective loss of profits or distribution rights, or any similar loss or for expenditures, investments, commitments or otherwise), but  such expiry or termination will be without prejudice to any rights or remedies available to, or any obligations or liabilities accrued to, either party at the effective date of termination.

7.

Dispute Resolution .

(a)

Friendly Negotiations