CHHI's Management CONSULTING SERVICES AGREEMENT
THIS AGREEMENT is made as of the 8th day of Nov., 2004.
BETWEEN:
CHINA HEALTH HOLDING INC., OR its Nominee a company incorporated in Nevada
USA, having an office at Park Place # 3400 - 000 Xxxxxxx Xx., Xxxxxxxxx,
X.X. Xxxxxx, X0X 0X0
(Hereinafter called "CHHI")
OF THE FIRST PART
AND:
Xx. Xx, Xiannan (Xxxxx Xxx) , having an office #101 - X. Xxxx Ave. South,
Vancouver, BC Canada V5X 4N6
(hereinafter called " Vice President in Research & Development" or " VP")
OF THE SECOND PART
WHEREAS:
A. CHHI to retain VP (R&D) to assist CHHI in providing management consulting
services to CHHI, a company incorporated in Nevada USA.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
the covenants and agreements herein contained the VP (R&D)hereto agree as
follows:
1. APPOINTMENT OF SCIENTIFIC CONSULTANT
1.1 CHHI hereby retains VP (R&D )to assist CHHI in providing management
consulting services to CHHI in USA, Canada and abroad as may from time
to time be required with respect to CHHI, as more particularly
described as Schedule A hereto.
1.2 VP (R&D)agrees to devote sufficient time as may be necessary and to
employ its best efforts to faithfully and industriously perform the
services as described in Schedule A hereto.
1.3 In performing its management services hereunder, VP (R&D)shall be an
employee of CHHI.
2. LIMITATIONS ON ACTIVITIES
2.1 VP (R&D) recognizes and agrees that securities laws, regulations and
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policies in the U.S. and British Columbia and elsewhere limits the
allowable scope of management activities and prohibit certain
activities. Notwithstanding any other provision of this agreement, VP
(R&D)agrees that:
(a) It will not engage in any activity in contravention of the law,
regulation or policy of any body having jurisdiction in any other
jurisdiction in which it conducts management activities on behalf of
CHHI.
3. TERM
3.1 The term of this agreement shall commence Nov.8th , 2004 and shall
continue for 2 years, terminating on Nov.7th , 2007 with a review
after three (3) month probationary period, where this agreement may be
terminated for any reason, or the duties, time commitments and
compensation may be adjusted by mutual consent. Also the compensation
plan will be reviewed and adjusted accordingly and fairly to reflect
for the actual management services value from VP to CHHI after the
initial three month probationary period.
4. COMPENSATION
4.1 VP (R&D) shall be granted a call from CHHI on 400,000 shares of CHHI's
capital stock at a price of 20 cents USD per share, which will be
exercisable until Nov. 7th , 2007, and, or, thirty (30) days after the
termination of this Agreement. Upon payment of 20 cents USD per share
for the number of shares being called CHHI will deliver. for the
number of shares requested, up to a total of 400,000 shares, and will
either transfer, if possible, such shares to a brokerage account of VP
(R&D)'s choice or provide VP (R&D)with the requisite number of share
certificates in a form necessary to render those certificates freely
transferable and negotiable. CHHI will also furnish or execute any
further documents that may reasonably be required to complete this
share transfer.
5. CONFIDENTIALITY
5.1 VP (R&D) will keep confidential any information not otherwise readily
available from public sources which it obtains from CHHI. Upon
termination of this agreement, VP (R&D) shall return to CHHI all data,
information and other written material regarding CHHI obtained by VP
(R&D) from in connection with the performance of its services
hereunder.
6. NOTICE
6.1 Any notice or other communication or instrument required or permitted
to be given or delivered hereunder shall be in writing and shall be
well and sufficiently given or delivered if enclosed in a sealed
envelope and addressed to the party to receive same at its address as
set forth on the first page of this agreement, and in each case
delivered personally or mailed by registered mail.
Any notice so given or delivered shall be conclusively deemed to have
been given when delivered, if delivered personally, or 72 hours
following the mailing of same, if mailed by registered mail.
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7. RESPONSIBILITIES OF CHHI
7.1 CHHI agrees to provide appropriate corporate background material to
"Material Events" at the same time as the events are made public. The
background to these events may be delivered in the form of a briefing.
8. GENERAL
8.1 This agreement may only be amended in writing duly executed by the
parities hereto.
8.2 Wherever possible, each provision in this agreement shall be
interpreted in such manner as to be effective and valid under
applicable law, but if any provision shall be prohibited by or be
invalid under applicable law, such provision shall be ineffective only
to the extent of such prohibition or invalidity, without invalidating
the remainder of such provision or the remaining provisions of this
agreement.
8.3 Time shall be of the essence of this agreement.
8.4 This agreement shall be deemed to be made in the State of Nevada, USA,
and shall be construed in accordance with and governed by the laws of
said Province.
8.5 This agreement shall endure to the benefit of and be binding upon the
VP (R&D)to this agreement and their respective heirs, executors,
administrators, successors, and assigns.
(See following siging page)
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IN WITNESS WHEREOF the VP (R&D)hereto have caused these presents to be duly
executed as of the day and year first above written.
The Common Seal of )
CHINA HEALTH HOLDING, INC. )
Was hereunto affixed in the ) c/s
presence of: )
/s/ Xxxxxxxx Xx
-----------
Xxxxxxxx Xx,
The President/CEO/Director
/s/ XxxxXxx Xx
----------
XxxxXxx Xx,
The Director/VP
/s/ Xxxx Xx
-------
Xxxx Xx,
The Director
The Common Seal of
Xx. Xx, Xiannan
was hereunto affixed in the
presence of:
/s/ Xx. Xx Xiannan
--------------
Xx. Xx Xiannan
Dated: Nov 8th 2004.
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SCHEDULE A
VP (R&D) agrees to provide the following management services, subject to the
specific terms of the agreement to which this Schedule is attached:
1. Research & Development - VP (R&D) will assist and support CHHI's R&D
program to identify and develop new natural products and technologies and
strategies .
2. CHHI have the 1st refusal rights for any new products/technologies which
being identifying and developing/discoverying through VP (R&D) 's Resources
and Connections and consulting services.
3. VP (R&D) has signed A Confidential Agreement with CHHI, please see the
attachment;
4. VP (R&D) 's Biography: Please summarize : in the past 5 yrs your employment
history and also other important business realtionship as the attachment as
this agreement.
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