GENERAL PARTNERSHIP AGREEMENT
This
Agreement is made and entered into as of the 15 day of March, 2006 between
Genesis
Equity Partners, LLC,
a US
limited liability partnership (referred to as “GEP”) and ▇▇▇▇▇
▇▇▇▇ Pharmaceutical, 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.
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3.2 Post-Registration
Services:
GEP will
provide the Company Post-Registration services including but not limited
to:
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Assistance
in preparation and completion of documents required for submission
to the
SEC by the Company via the ▇▇▇▇▇
database
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Assistance
in public relations, including coordination of all investor relation’s
efforts, including stock market support and
awareness
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Assistance
in quarterly and annual reports
preparation
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Assistance
in financial auditing
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Assistance
in SEC regulation compliance
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Assistance
in fund raising
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Design
and set up of a US Website for the Company to address US shareholder
needs
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Assistance
in locating and pre-qualifying potential merger
candidates
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Assistance
in business development in other areas that the Company may
need
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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 one million (US$ 1,000,000)
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 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.
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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 herein
provided, GEP shall not be accountable for any loss suffered by the Company
by reason of the Company’s action or inaction on the basis of any advice,
recommendation or approval of GEP, its partners, employees or
agents.
6.3 The
Company acknowledges that all opinions and advice (written or oral) given by
GEP
to the Company in connection with GEP’s engagement are intended solely for the
benefit and use of the Company in considering the transaction to which they
relate, and the Company agrees that no person or entity other than the Company
shall be entitled to make use of or rely upon the advice of GEP to be given
hereunder, and no such opinion or advice shall be used for any other purpose
or
reproduced, disseminated, quoted or referred to at any time, in any manner
or
for any purpose, nor may the Company make any public references to GEP, or
use
GEP’s name in any annual reports or any other reports or releases of the Company
without GEP’s prior written consent.
7. Company
Information
7.1 The
Company shall furnish to GEP all data, material and other information relevant
to the performance by GEP of its obligations under this Agreement, or particular
projects as to which GEP is acting as GEP, which will permit GEP to know all
facts material to the advice to be rendered, and all material or information
reasonably requested by GEP. The Company acknowledges and agrees that in
performing its services under this engagement, GEP may rely upon the data,
material and other information supplied by the Company without independently
verifying the accuracy, completeness or veracity of same. In the event that
the
Company fails or refuses to furnish any such data, material or information
reasonably requested by GEP, and thus prevents or impedes GEP’s performance
hereunder, any inability of GEP to perform shall not be a breach of its
obligations hereunder.
7.2 Except
as
contemplated by the terms hereof or as required by applicable law, GEP shall
keep confidential all non-public information to any third party without the
Company’s prior written consent, other than to such of its employees and as GEP
determines in its sole judgment need to have access thereto. Notwithstanding
the
foregoing, GEP shall not be required to maintain confidentiality with respect
to
information (i) which is or becomes part of the public domain; (ii) of which
it
had independent knowledge prior to disclosure; (iii) which comes into the
possession of GEP or its employees or agents in the normal and routing course
of
its own business from and through independent non-confidential sources; (iv)
which is required to be disclosed by GEP pursuant to legal process or in
accordance with governmental or regulatory requirements, or (v) which is
exercised in relation to or in accordance with the fulfillment of GEP’s
“Post-Registration Services” obligations.
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7.3 If
GEP is
requested or required (by oral questions, interrogatories, requests for
information or document subpoenas, civil investigative demands, or similar
process) to disclose any confidential information supplied to it by the Company,
or the existence of other negotiations in the course of its dealings with the
Company or its representatives, GEP shall, unless prohibited by law, promptly
notify the Company of such request(s) so that the Company may seek an
appropriate protective order.
7.4 The
Company assures GEP that it complies with the laws, rules and regulations of
the
Chinese authorities, including—but not limited to—legal, tax, municipal,
provincial, and central government regulators and agencies.
8. Indemnification.
The
Company agrees to indemnify and hold harmless GEP. Its partners, employees,
agents, counsel, representatives and controlling persons (and the officers,
directors, employees, agents, representatives and controlling persons of each
of
them) from and against any and all losses, claims, damages, liabilities, costs
and expenses (and all actions, suits, proceedings or claims in respect thereof)
and any legal or other expenses in giving testimony or furnishing documents
in
response to a subpoena or otherwise (including, without limitation, the cost
of
investigating, preparing or defending any such action, suit, proceeding or
claim, whether or not in connection with any action, suit, proceeding or claim
in which GEP is a party), as and when incurred, directly or indirectly, caused
by, relating to, based upon or arising out of GEP’s service pursuant to this
Agreement. The Company further agrees that GEP shall incur no liability to
the
Company or any other party on account of this Agreement or any acts or omissions
arising out of or related to the actions of GEP relating to this Agreement,
or
the performance or failure to perform any services under this Agreement, except
for GEP’s intentional or willful misconduct. The obligations of the Company
under the Section shall survive the termination of this Agreement.
9. Independent
Contractor.
GEP
shall perform its services hereunder as an independent contractor and not as
an
employee of the Company or an affiliate thereof. It is expressly understood
and
agreed to by the parties hereto that GEP shall have no authority to act for,
represent or bind the Company or any affiliate thereof in any manner, except
as
may be agreed to expressly by the Company in writing from time to
time.
10. Miscellaneous.
10.1 This
Agreement between the Company and GEP constitutes the entire agreement and
understanding of the parties hereto and supersedes any and all previous
agreements and understandings, whether oral or written, between the parties
with
respect to the matters set forth herein.
10.2 Any
notice or communication permitted or required hereunder shall be in writing
and
shall be deemed sufficiently given if hand-delivered or sent (i) postage prepaid
by registered mail, return receipt requested, or (ii) by facsimile to the
respective parties as set forth below, or to such other address as either party
may notify the other in writing:
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If
to the Company to:
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▇▇▇▇▇
▇▇▇▇ Pharmaceutical, Ltd.
N0.16
Fengtai Chengzhuanglu Beijing China.
Facsimile:
8610-63830088
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with
a copy to:
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Ma
Yuejian
▇▇▇▇▇
▇▇▇▇ Pharmaceutical, Ltd.
N0.16
Fengtai Chengzhuanglu Beijing China,
Facsimile:
8610-63899868
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If
to Genesis Equity Partners, LLC to:
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▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, Director
Genesis
Equity Partners, LLC
▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇
Facsimile:
▇▇▇-▇▇▇-▇▇▇-▇▇▇▇
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with
a copy to:
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▇▇▇▇
▇▇▇▇▇, Esquire
Genesis
Equity Partners, LLC
▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇
Facsimile:
▇▇▇-▇▇▇-▇▇▇ 9890
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10.3 This
Agreement shall be binding upon and inure to the benefit of each of the parties
hereto and their respective successors, legal representative and
assigns.
10.4 The
failure or neglect of the parties hereto to insist, in any one or more
instances, upon the strict performance of any of the terms or conditions of
this
Agreement, or their waiver of strict performance of any of the terms or
conditions of this Agreement, shall not be construed as
a
waiver
or relinquishment in the future of such term or condition, but the same shall
continue in full force and effect.
10.5 This
Agreement may be executed in any number of counterparts, each of which together
shall constitute one and the same original document.
10.6 No
provision of this Agreement may be amended, modified or waived, except in a
writing signed by all of the parties hereto.
10.7 This
Agreement shall be construed in accordance with and governed by the laws of
the
United Slates of America, without giving effect to conflict of law
principles.
10.8 Force
Majeure: Any delay or nonperformance of any provision of this Agreement caused
by conditions beyond the reasonable control of the performing party shall not
constitute a breach of this Agreement provided that the delayed party has taken
reasonable measure to notify the other of the delay in writing.
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“Conditions
beyond & party’s reasonable control” include, but are not limited to,
natural disasters, acts of government after the date of the Agreement, power
failure, fire, flood, acts of God, labor disputes, acts of war and epidemics.
Failure of subcontractors and inability to obtain materials shall not be
considered a condition beyond a party’s reasonable control.
10.9 Non-Solicitation
of GEP’s Employees: Company agrees not to knowingly hire or solicit GEP’s
employees during performance of this Agreement and for a period of two years
after termination of this Agreement without Consultant’s written
consent.
10.11 Mediation
and Arbitration: If a dispute arises under this Agreement, the parties agree
to
first try to resolve the dispute with the help of a mutually agreed-upon
mediator in the State of Florida. Any costs and fees other than attorney
fees associated with the mediation shall be shared equally by the parties.
If
the dispute is not resolved through mediation, the parties agree to submit
the
dispute to binding arbitration in the State of Florida under the rules of
the American Arbitration Association. Judgment upon the award rendered by the
arbitrator may be entered in any court with jurisdiction to do so.
10.12 Attorney
Fees: If any legal action is necessary to enforce this Agreement, the prevailing
party shall be entitled to reasonable attorney fees, costs and
expenses.
10.13 Complete
Agreements: This Agreement together with all exhibits, appendices or other
attachments, which are incorporated herein by reference, is the sole and entire
Agreement between the parties. This Agreement supersedes all prior
understandings, agreements and documentation relating to such subject matter.
In
the event of a conflict between the provisions of the main body of the Agreement
and any attached exhibits, translations, appendices or other materials, the
English language Agreement shall take procedure. Modifications and amendments
to
this Agreement, including any exhibit of appendix hereto, shall be enforceable
only if they are in writing and are signed by authorized representative of both
parties.
Signature
page follows–
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be duly executed, as of the day
and
year first above written.
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▇▇▇▇▇
▇▇▇▇ Pharmaceutical, Limited
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By:
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Name:
▇▇▇ ▇▇▇▇▇▇▇
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Title:
CEO
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AGREED
AND ACCEPTED TO AS OF
THE
DATE FIRST ABOVE WRITTEN
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Genesis
Equity Partners, LLC
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By:
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Name:
▇▇▇▇▇▇▇ ▇▇▇
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Title:
Director
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