Consulting Agreement between Millennium Quest, Inc. and Chunhua Xiong (April 24, 2007)

Summary

Millennium Quest, Inc. (MLQT) has engaged Chunhua Xiong as an independent consultant to assist with a business combination transaction involving a privately held company. The agreement starts on April 24, 2007, and continues until a public transaction is completed. In exchange for these services, MLQT will issue 4,105,000 shares of restricted common stock to the consultant. The agreement clarifies that the consultant is not an employee, limits the consultant’s liability, and prohibits trading MLQT securities while in possession of confidential information.

EX-10.2 3 mquest8kex102042407.txt Exhibit10.2 CONSULTING AGREEMENT This Consulting Agreement (this "Agreement") is entered into as of the 24th day of April, 2007 by and between Millennium Quest, Inc., a Delaware corporation ("MLQT"), and Chunhua Xiong (the "Consultant"). RECITALS Whereas, Consultant is willing to provide to MLQT the consulting services identified in this Agreement; and. Whereas, MLQT is willing to engage Consultant as an independent contractor, and not as an employee, on the terms and conditions set forth herein. AGREEMENT In consideration of the foregoing and of the mutual promises set forth herein, and intending to be legally bound, the parties hereto agree as follows: 1. Engagement. MLQT hereby engages Consultant as an independent contractor to provide assistance to MLQT in its efforts to consummate a combination transaction with a privately held entity with current business operations. 2. Term. This Agreement will commence on the date first written above, and unless modified by the mutual written agreement of the parties, shall continue until such time a as a going public transaction is consummated. 3. Compensation. In consideration of the services to be performed by Consultant, MLQT agrees to issue to Consultant 4,105,000 shares of restricted common stock. 4. Representations and Warranties. Consultant represents and warrants (i) that Consultant has no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with Consultant's undertaking this relationship with MLQT, (ii) that Consultant will not use in the performance of its responsibilities under this Agreement any confidential information or trade secrets of any other person or entity and (iii) that Consultant has not entered into or will enter into any agreement (whether oral or written) in conflict with this Agreement. 5. Limited Liability. Consultant shall not be liable to MLQT, or to anyone who may claim any right due to its relationship with the MLQT, for any acts or omissions on the part of the Consultant or the agents or employees of the Consultant in the performance of Consultant's services under this Agreement. MLQT shall hold Consultant free and harmless from any obligations, costs, claims, judgments, attorney's fees, or attachments arising from or in any way related to the services rendered to MLQT. 6. Material Non-Public Information. Consultant understands that as a result of this Agreement Consultant may become privileged to material, non-public information concerning the Company and its operations. As such, Consultant hereby agrees not to trade in the Company's securities at any time it possesses material, non-public information regarding the Company or its operations. 7. Governing Law. This Agreement shall be governed by the laws of the State of Nevada. 8. Miscellaneous. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs. This Agreement shall be binding on and inure to the benefit of the parties to it and their respective successors and assigns. Executed on the day and year first above written. Millennium Quest, Inc. Consultant By:/s/Timothy P. Halter By:/s/Chunhua Xiong Timothy P. Halter, President Chunhua Xiong