CONSULTING AND MANAGEMENT AGREEMENT
Consulting and Management Agreement ("Agreement") made the 1st day of
January 2007 by and between Linkwell Corp., a Florida corporation ("LWLL"), and
China Direct Investments, Inc., a Florida corporation, a wholly owned subsidiary
of China Direct, Inc., located at 0000 X. Xxxxxxx Xxx, Xxxxx 000 Xxxx Xxxxx, XX
00000 ("CDI" or the "Consultant").
W I T N E S S E T H:
A. LWLL desires to engage the services of Consultant as its representative in
the United States. As the U.S. representative, LWLL will look to the Consultant
for advice as it relates to general business affairs and customs in the United
States.
Consultant is desirous of performing such services on behalf of LWLL.
B. NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement, the parties hereto agree as follows:
1. CONSULTING SERVICES.
A Upon the terms and subject to the conditions contained in this
Agreement, Consultant hereby agrees that he shall, during the term of this
Agreement, will undertake the performance of services as outlined in this
Agreement.
B Upon the terms and subject to the conditions contained in this
Agreement, Consultant hereby agrees that he shall, during the term of this
Agreement, will support the Company in the following areas:
i. General business consulting
ii. Translation of Chinese/English documents
iii. Management of professional resources, i.e. legal and
accounting services
iv. Identification and evaluation of potential mergers and
acquisitions
v. Assist in the creation of marketing plans
vi. Coordination of public disclosures
vii. Introduction to and assessment of potential sources of
investment capital
viii. US representative offices
2. TERM. The Agreement shall be for a term of thirty-six (36) months
from the date hereof. This Agreement may be extended for an additional twelve
(12) months by LWLL upon the mutual agreement of both LWLL and the Consultant.
3. COMPENSATION. LWLL shall pay the following compensation to
Consultant in consideration for the services to be rendered hereunder:
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A The Company shall issue to Consultant 4.7 million shares of
LWLL common stock. 2.5 million shares will be under 2006 equity compensation
plan and 2.2 million shares will be restricted.
B The Company shall pay consultant certain bonus from time to
time in cash or stock upon mutual agreement.
4. BREACH OF CONTRACT. The sole remedy of this contract in respect of
any material breach of this Agreement by Consultant shall be to terminate this
Agreement upon the giving of thirty (30) days' prior written notice, but no such
termination shall affect the fees payable pursuant to Paragraphs 3 hereof.
5. INDEMNIFICATION. Consultant shall not be liable to the Company or to
any officer, director, employee, stockholders, or creditor of the Company, for
any act or omission in the course of or in connection with the provision of
advice or assistance hereunder. The Company agrees to and shall defend,
indemnify and hold China Direct Investments, Inc. harmless from and against any
and all suits, claims, demand, causes of action, judgment damages, expenses and
liability (including court costs and attorney's fees paid in the defense of
China Direct Investments, Inc.) which may in any way result from services
provided by China Direct Investments, Inc. pursuant to or in connection with
this Agreement.
6. TERMINATION. Either party may terminate this Agreement upon the
giving of thirty (30) days' prior written notice, but no such termination shall
affect the fees payable pursuant to Paragraphs 3 hereof.
7. SUBCONTRACTORS. This Agreement shall be assignable by Consultant
solely upon the consent of Consultant. LWLL acknowledges that from time to time,
Consultant may enlist a subcontractor to perform some of the services provided
to Customer. In the event services to be performed as outlined in this Agreement
are subcontracted to a third party, the third party shall accept responsibility
for the performance of such activities. Consultant will cease to bear any
responsibility related to the performance of subcontracted services; however the
Consultant will act as liaison between the subcontractor and LWLL, to monitor
the performance of services to be provided by any third party.
8. ENTIRE AGREEMENT. This Agreement contains the entire agreement among
the parties with respect to the subject matter hereof and supersedes all prior
agreements, written or oral, with respect thereto.
9. WAIVERS AND AMENDMENTS. This Agreement may be amended, modified,
superseded, cancelled, renewed or extended, and the terms and conditions hereof
may be waived, only by a written instrument signed by the parties or, in the
case of a waiver, by the party waiving compliance. No delay on the part of any
party in exercising any right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any waiver on the part of any party of any right,
power or privilege hereunder, nor any single or partial exercise of any right,
power or privilege hereunder, preclude any other or further exercise thereof or
the exercise of any other right, power or privilege hereunder. The rights and
remedies herein provided are cumulative and are not exclusive of any rights or
remedies which any party may otherwise have at law or in equity.
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10. GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of Florida applicable to agreements made
and to be performed entirely within such State.
11. SEVERABILITY OF PROVISIONS. The invalidity or unenforceability of
any term, phrase, clause, paragraph, restriction, covenant, agreement or other
provision of this Agreement shall in no way affect the validity or enforcement
of any other provision or any part thereof.
12. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed, shall constitute an original copy
hereof, but all of which together shall consider but one and the same document.
13. OTHER ACTIVITIES. Nothing contained herein shall prevent Consultant
from acquiring or participating in a transaction of any kind with any other
entity proposed by Consultant to be acquired by LWLL. Such transaction may be
acquired at a price and upon terms and conditions more or less favorable than
those offered to LWLL.
14. DISCLAIMER. Consultant acknowledges that he has relied upon the
information provided by LWLL. Consultant has in entering into this Agreement,
relied on the warranties or representations made by LWLL, its officers,
directors, agents, legal counsel or accountants concerning SUWN and/or its stock
as to matters past, present or future.
15. NATURAL DISASTER. In the event that any obligation of either party
is prevented or delayed by circumstances of natural disaster, such party will be
excused from any failure to perform any such obligation under this Agreement to
the extent that such failure is caused by any such circumstances.
16. NOTICES. All notices to be given hereunder shall be in writing, with
fax notices being an acceptable substitute for mail and/or and delivery to:
Consultant: Company:
Xxxxx Xxxx, PhD.
CEO, Eastern Operations Linkwell Corp
China Direct Investments, Inc. Xx. 000 Xxxxx Xxxxxx Xxxx
5301 N. Federal Highway, Suite 120 Xxxxxxx Xxxxxxxx, Xxxxxxxx, Xxxxx 000000
Xxxx Xxxxx, XX 00000 Telephone: (00) 00-00000000
000.000.0000 phone
000.000.0000 Fax
xxxxx@xxxx.xxx email
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
above written.
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LINKWELL CORP CHINA DIRECT INVESTMENTS, INC.
/s/ Xxxxxxx Xxxx /s/ Xxxxx Xxxx
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Xxxxxxx Xxxx Xxxxx Xxxx
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[Print name] [Print name]
CEO CEO, Eastern Operations
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[Title] [Title]
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[Date] [Date]
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