CONSULTANT AGREEMENT
This Agreement is made and entered into as of the June 9 day of June 2005
by and between CHINA HEALTH HOLDING, INC. (CHHH:OTCBB), a Nevada corporation
with its principal executive office located at Park Place Suite # 600 - 000
Xxxxxxx Xxxxxx, Xxxxxxxxx, XX Xxxxxx X0X 0X0 (the "Company"), and CEOCAST, INC.,
a New York corporation with its principal executive office located at 00 Xxxx
Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Consultant").
W I T N E S S E T H:
In consideration of and for the mutual promises and covenants contained
herein, and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties agree as follows:
1. Purpose. The Company hereby retains the Consultant during the Term (as
defined below) to render investor relations services to the Company, upon
the terms and conditions as set forth herein.
2. Term. The initial term of this Agreement shall be for a period of three (3)
months from the date hereof (the "Initial Term"). Unless during the Initial
Term the Company delivers notice in writing of its intention to terminate
this Agreement, after expiration of the Initial Term, the terms of this
Agreement shall continue for an additional period of nine (9) months
through June 8th, 2006 (the "Additional Term" and together with the Initial
Term, the "Term").
3. Duties of Consultant. During the Term of this Agreement, the Consultant
shall provide to the Company those IR programs and services outlined in
Exhibit A. Notwithstanding the foregoing, it is understood and acknowledged
by the parties that the Consultant: (a) shall perform its analysis and
reach its conclusions about the Company independently, and that the Company
shall have no involvement therein; and (b) shall not render advice and/or
services to the Company in any manner, directly or indirectly, that is in
connection with the offer or sale of securities in a capital raising
transaction or that could result in market making.
4. Expenses. The Company, upon receipt of appropriate supporting
documentation, shall reimburse the Consultant for any and all reasonable
out-of-pocket expenses incurred by it in connection with services requested
by the Company, including, but not limited to, all charges for travel,
printing costs and other expenses spent on the Company's behalf. The
Company shall immediately pay such expenses upon the presentation of
invoices. Consultant shall not incur more than an aggregate of $500 in
expenses each month without the express consent of the Company.
5. Compensation. For services to be rendered by the Consultant hereunder, the
Company shall pay the Consultant $7,500 on or before the 9th day of each
month during the Term. Upon signing the Agreement the Company shall (a) pay
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Consultant $7,500, which shall represent the first month's payment under
the Agreement, and (b) issue Consultant 125,000 fully paid and
non-assessable shares of common stock of the Company (the "Initial
Shares"), as SEC rule S-8 registration. If this Agreement continues for the
Additional Term, immediately upon expiration of the Initial Term the
Company shall issue the Consultant 375,000 fully paid and non-assessable
shares of common stock of the Company (the "Additional Shares" and together
with the Initial Shares, the "Shares") as SEC 144 rules. The Company shall
also reimburse Consultant for expenses pursuant to Section 4 of this
Agreement. The Company hereby agrees to include the Shares in a Form S-8
registration statement, which the Company shall use its best efforts to
file with the Securities and Exchange Commission as soon as reasonably
practical after the date of this Agreement. All costs and expenses of such
registration shall be paid solely by the Company.
6. Further Agreements. Because of the nature of the services being provided by
Consultant hereunder, Consultant acknowledges that if it may receive access
to Confidential Information (as defined in Section 7 hereof ) and that, as
a consultant to the Company, it will attempt to provide advice that serves
the best interest of the Company. Because of the uniqueness of this
relationship, the Consultant covenants and agrees that, with respect to the
Shares, Consultant shall, at all times that it is the beneficial owner of
such Shares, vote the Shares on all matters coming before it as a
stockholder of the Company in the same manner as the majority of the Board
of Directors of the Company shall recommend.
7. Confidentiality. Consultant acknowledges that as a consequence of its
relationship with the Company, it may be given access to confidential
information which may include, but will not be limited to, the following
types of information: financial statements and related financial
information with respect to the Company and its subsidiaries, trade
secrets, products, product development, product packaging, future marketing
materials, business plans, certain methods of operations, procedures,
improvements, systems, customer lists, supplier lists and specifications,
and other private and confidential materials concerning the Company's
business (collectively, "Confidential Information").
Consultant covenants and agrees to hold such Confidential Information
strictly confidential and shall only use such information solely to perform
its duties under this Agreement, and Consultant shall refrain from allowing
such information to be used in any way for its own private or commercial
purposes. Consultant shall also refrain from disclosing any such
Confidential Information to any third parties. Consultant further agrees
that upon termination or expiration of this Agreement, it will return all
Confidential Information and copies thereof to the Company and will destroy
all notes, reports and other material prepared by or for it containing
Confidential Information. Consultant understands and agrees that the
Company might be irreparably harmed by violation of this Agreement and that
monetary damages may be inadequate to compensate the Company. Accordingly,
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the Consultant agrees that, in addition to any other remedies available to
it at law or in equity, the Company shall be entitled to injunctive relief
to enforce the terms of this Agreement.
Notwithstanding the foregoing, nothing herein shall be construed as
prohibiting Consultant from disclosing any Confidential Information (a)
which at the time of disclosure Consultant can demonstrate either was in
the public domain and generally available to the public or which thereafter
becomes a part of the public domain and is generally available to the
public by publication or otherwise through no act of the Consultant, (b)
which Consultant can establish was independently developed by a third party
who developed it without the use of Confidential Information and who did
not acquire it directly or indirectly from Consultant under an obligation
of confidence, (c) which Consultant can show was received by it after the
termination of this Agreement from a third party who did not acquire it
directly or indirectly from the Company under an obligation of confidence,
or (d) to the extent that the Consultant can reasonably demonstrate such
disclosure is required by law or in any legal proceeding, governmental
investigation, or other similar proceeding.
8. Indemnification. The Company agrees to indemnify and hold Consultant
harmless from any loss, costs or expenses incurred as a result of or
arising out of Consultant's dissemination or publication of any documents
or literature issued or approved by the Company in the event that it is
established by a court of competent jurisdiction that such materials
contain material misrepresentations or false or misleading information, or
omit to state a material fact necessary to prevent a statement that is made
from being false or misleading.
Consultant agrees to indemnify and hold the Company harmless from any
loss, costs or expenses incurred as a result of or arising out of
Consultant's dissemination or publication of any documents or literature
not issued or approved by the Company in the event that it is established
by a court of competent jurisdiction that such materials contain material
misrepresentations or false or misleading information, or omit to state a
material fact necessary to prevent a statement that is made from being
false or misleading.
9. Termination. This Agreement may be terminated by the Company at any time
after delivering fifteen (15) business days' prior written notice of
termination. If the Company delivers a notice of termination to Consultant
during the Initial Term, the Company shall be liable to Consultant for
compensation pursuant to Section 5 for the duration of the Initial Term. If
the Company delivers a notice of termination to Consultant during the
Additional Term, the Company shall be liable to Consultant only for
services rendered by Consultant through the date of termination.
10. Severability. If any provision of this Agreement shall be held or made
invalid by a statute, rule, regulation, decision of a tribunal or
otherwise, the remainder of this Agreement shall not be affected thereby
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and, to this extent, the provisions of this Agreement shall be deemed to be
severable.
11. Governing Law; Venue; Jurisdiction. This Agreement shall be construed and
enforced in accordance with and governed by the laws of the State of New
York, without reference to principles of conflicts or choice of law
thereof. Each of the parties consents to the jurisdiction of the U.S.
District Court in the Southern District of New York in connection with any
dispute arising under this Agreement and hereby waives, to the maximum
extent permitted by law, any objection, including any objection based on
forum non conveniens to the bringing of any such proceeding in such
jurisdictions. Each party hereby agrees that if another party to this
Agreement obtains a judgment against it in such a proceeding, the party
which obtained such judgment may enforce same by summary judgment in the
courts of any country having jurisdiction over the party against whom such
judgment was obtained, and each party hereby waives any defenses available
to it under local law and agrees to the enforcement of such a judgment.
Each party to this Agreement irrevocably consents to the service of process
in any such proceeding by the mailing of copies thereof by registered or
certified mail, postage prepaid, to such party at it address set forth
herein. Nothing herein shall affect the right of any party to serve process
in any other manner permitted by law. Each party waives its right to a
trial by jury.
12. Miscellaneous.
(a) Any notice or other communication between parties hereto shall be
sufficiently given if sent by certified or registered mail, postage
prepaid,
if to the Company, addressed to it at:
China Health Holding, Inc.
Park Place, Suite 600
666 Burrard Street
Vancouver, B.C. V6C 2X8
Attention: Administrator
Facsimile Number: (000) 000-0000
with copies to (which shall not constitute notice):
Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxx, Esq.
Facsimile Number: (000) 000-0000
if to the Consultant, addressed to it at
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CEOCAST, INC.
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: The President/CEO
Facsimile Number: 0- (000) 000-0000
or to such address as may hereafter be designated in writing by one
party to the other. Any notice or other communication hereunder shall
be deemed given three days after deposit in the mail if mailed by
certified mail, return receipt requested, or on the day after deposit
with an overnight courier service for next day delivery, or on the
date delivered by hand or by facsimile with accurate confirmation
generated by the transmitting facsimile machine, at the address or
number designated above (if delivered on a business day during normal
business hours where such notice is to be received), or the first
business day following such delivery (if delivered other than on a
business day during normal business hours where such notice is to be
received).
(b) This Agreement embodies the entire Agreement and understanding between
the Company and the Consultant and supersedes any and all
negotiations, prior discussions and preliminary and prior arrangements
and understandings related to the central subject matter hereof.
(c) This Agreement has been duly authorized, executed and delivered by and
on behalf of the Company and the Consultant.
(d) This Agreement and all rights, liabilities and obligations hereunder
shall be binding upon and inure to the benefit of each party's
successors but may not be assigned without the prior written approval
of the other party.
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EXHIBIT A
IR PROGRAM AND SERVICES
1. Interviews on CEOCast's Internet site at xxx.xxxxxxx.xxx that will be
distributed to over 275,000 opt-in healthcare investors registered on our
Internet site.
2. Company featured on the Home Page of CEOcast Internet site for one week
each quarter.
3. The writing and distribution of press releases to over 275,000 opt-in
healthcare investors.
4. Company covered in CEOcast weekly newsletter.
5. Calls to 200 brokers on each news release.
6. Meetings with small-cap brokerage firms and brokers to develop support for
the company's stock and research coverage. Consultant shall arrange at
least 12 days of meetings during the one year term of the agreement, with
approximately 3 per quarter.
7. Investor line to handle call volume.
8. Strategic advice and other customary IR services.
9. Meetings with micro-cap institutional investors.
[Notary Public Signatures page follows.]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date hereof.
THE COMMON SEAL OF
CHINA HEALTH HOLDING, INC.
Was hereto affixed c/s
in the presentce of
By: /s/ Xxxxxxxx Xx
-------------------------------------
Name: Xxxxxxxx Xx, An authorized Sinatory
Title: President/CEO/Director
By: /s/ XxxxXxx Xx
-------------------------------------
Name: XxxxXxx Xx
Title: VP and Director
Date on 9th of JUNE, 2005
SIGNED ( AS NOTARY PUBLIC SIGNATORY), SEALED AND DELIVERED BY CEOCAST, INC.
by its authorized (NOTATRY PUBLIC)
SIGNATORY in the presentce of
CEOCAST, INC.
/s/ Granville____________________ By: /s/ Xxxxxxx Xxxxx
---------------------------
Name: XXXXXXX XXXXX, Authorized
Signatory
__________________________________ Title: The President/CEO
Date on________of June, 2005
Signature of Witness
(Print Name):_____________________
By:__________________________
__________________________________ Name:
__________________________________ Title:________________________
Signatory of Witness
(Print Name)
Date on ____________of June , 2005
