ConsultingAgreement

This Consulting Agreement (“Agreement”) is between the following parties (collectively hereinafter referred to as the “Parties”):

 

Party A: NanHai Jinlong Non-Woven Co., Ltd./ Foshan S.L.P. Special Materials Co. Ltd.

Address: Shishan Industrial Park, Shishan District, NanHai City, Guangdong,  PR China.

Contact: Mr. Li Jie, CEO.

Party B: United Best Investment Limited (聯 卓投 資 有 限 公 司)

 

Address: Room 601, Albion Plaza, 2-6 Granville Road, Tsim Sha Tsui, Kowloon, Hong Kong

 

Contact:   Mr. Li Jun, Chairman of the Board

WHEREAS, this Agreement entered into between Party A and Party B, sets forth the agreements and terms for Party A to engage Party B as its long term consultant for the purpose of introducing Party A to service contractors relating to the listing requirements for publicly traded companies in the United States of America.

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

 

1. Representations:

 

The Parties hereto represent and warrant that they are legally authorized to perform the services described in this Agreement.

 

2. Consulting Work Scope:

 

i) Assist Party A with negotiations with service contractors,

 

ii) Assist Party A with on-going communications and coordinating the relationships with service contractors during the listing process.

 

3. Fees and Indemnification Obligations of Party B:

 

Party A agrees to indemnify and hold harmless Party B from all third party claims.

 

Party A agrees to compensate Party B as follows:

 

(i) a total engagement fee of USD $100,000, payable promptly upon execution of this agreement; a documentation fee of $25,000, payable upon closing of the Financing and payable from the proceeds of the offering; and USD $75,000 (collectively “Engagement Fee”) upon the execution of an acquisition agreement for the shell company signed by Party A;

 

(ii)  a success fee as described below.

 

The success fee shall be:

 

(a)  5% of all proceeds received by the Company with respect to sales of the securities, convertible bonds and notes which amount shall be payable upon each closing of each transaction (hereinafter "Success Fee").

 

(b)           Warrants to purchase such number of shares of securities equal to 5% of the aggregate number of securities, convertible bonds and notes sold by Party A to investors (hereinafter “Warrants”).  The securities into which such Warrants are exercisable shall have all terms, rights and preferences applicable to the securities sold in the financing, provided, however, that such Warrants shall also have a “cashless” exercise feature.  The exercise price of the Warrants shall be equal to 100% of the purchase price of the securities issued to the investors in the financing;

 

(c)           A minimum of 2.5% of the post-transaction common stock (hereinafter “Common Stock”) of the shell company, payable upon the closing of the transaction.   This minimum 2.5% shall be included in the 40% shares to be issued according to the Proposed Terms of Schedule II of this Consulting Agreement (as defined therein).

OR

(c)           2.5% of the post-transaction common stock (hereinafter “Common Stock”) of the shell company, payable upon the closing of the transaction, plus any remaining percentage, if any, of the post-transaction common stock that is assignable for additional work performed and costs incurred. This 2.5%, plus any remaining percentage, if any, shall be included in the 40% shares to be issued according to the Proposed Terms of Schedule II of this Consulting Agreement (as defined therein),

(d)           The terms of any subsequent and/or secondary offering will be pursuant to the percentage scale set forth below:

$20,000,000 or less – Compensation shall equal 4%;

$20,000,000-$50,000,000 – Compensation shall equal 3.5%; and

$50,000,000 or above – Compensation shall equal 3%.

Party A’s success in accomplishing the financing and listing as described above, shall be evidenced by the post-merger capital structure or disclosures on the relevant SEC filing.

 

4.	No Guarantee.

Party B has agreed to perform the services hereunder on a reasonable “best efforts” basis.  Party B does not make any guarantee as to the successful completion of the Transaction.

 

5.	Registration Rights.

 

Whenever Party A shall file a registration statement under the Securities Act of 1933, as amended (the “Act”), relating to the public offering of its common stock or other securities for sale for cash for its own account, or a re-sale registration statement for the sale of securities held by other shareholders who are not employees or consultants to Party A (a “Registration Statement”), Party A shall give written notice to Party B and shall register all of the Warrants and Common Stock for re-sale.

 

6. Confidentiality:

 

The Parties hereto agree that all information received by or from each other shall be considered Confidential Information if marked as such and shall not be disclosed to third parties or publicized without the express written consent of the Parties hereto.

7. Contact Information:

See above.  Also, mailing, emailing or faxing documents to the Parties above will be deemed as delivery.

8. Disputes and Conflicts:

i) This Agreement may be terminated by the mutual written consent of both parties after amicable negotiation.  Except that the payment provisions in Paragraph 3, whereby Party A agrees to pay Party B and indemnify Party B, shall survive the termination of this Agreement.

ii) Any disputes arising out of this Agreement will be solved amicably by negotiation of the two parties.  In the event a resolution cannot be negotiated, the dispute will be brought to the China International Economic and Trade Arbitration Commission (“CIETAC”) for ultimate disposition.  If the Parties could not reach a resolution within thirty (30) days, each Party is entitled to submit such dispute to CIETAC in Hong Kong for arbitration pursuant to the CIETAC Arbitration Rules then in force. The arbitration award is final and binding on all Parties.

iii) The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.

9. Effectiveness:

i) This Agreement takes effect after both of the Parties’ sign below.  This Agreement may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same Agreement.  Facsimile and electronic signatures shall be deemed originals.

ii) This Agreement shall be held in four copies of the same form.  The Parties shall preserve two copies with equal legal effect.

iii) This Agreement will continue in force up to and including the closing of the transaction, if any, and for an additional period of 2 years thereafter.

IN WITNESS WHEREOF, this Agreement has been executed for and on behalf of the undersigned as of the date below.

Party A: NanHai Jinlong Non-Woven Co., Ltd./ Foshan S.L.P. Special Materials Co. Ltd.

______________________________________________

 

Authorized Signature, Mr. Li Jie, CEO,    Date: ___________

 

Party B: United Best Investment Limited (聯 卓投 資 有 限 公 司)

 

___________________________________

Authorized Signature, Mr. Li Jun, Chairman of the Board,  Date: __________