Financial Consulting Agreement
| Party A: |
▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Soybean Group
|
| Address: 88 Baowei Road, Jixian County, ▇▇▇ ▇▇▇▇ Jiang Province P. R. China |
| Party B: |
Mass
Harmony Assert Management
Limited.
|
| Address: ▇▇▇▇ ▇▇▇▇, ▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ Tak Centre, ▇▇▇-▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ |
Article
One General
Conditions
1.1 Party
A
is to introduce stock and liabilities (including bridge loan) of American
institutional investors by reverse merger and private investment of public
equity (PIPE) with assistance of Party B. Hereby, Party A authorizes Party
B as
the financial consultant in this process and the two parties reach the following
agreement in accordance with “Contract Law of P.R.China”.
Article
Two Party
B’s Service
Party
A
hereby employs Party B to provide consulting service (hereafter as “service”) as
follows in PIPE process in America (the “process”):
2.1 Conduct
preliminary due diligence to Party A; select and fix potential securities
traders and institutional investors in American; research and assess the
inventors’ conditions and propose candidates for cooperation to Party A.
2.2 Work
out
comprehensive introduction on Party A’s company information to American
securities traders and investors in American practice.
2.3 Reconstruct
the legal framework of business companies of Party A to meet the requirements
of
listing.
2.4
Account
Service: Improve financial management and account management ability to meet
requirements of listing.
2.5
Work out
Business Plan for Party A.
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2.6 Introduce
public accounting firms recognized by American SEC to audit account of Party
A
as per GAAP.
2.7Introduce
Chinese and American lawyers to provide legal service for PIPE.
2.8 Work
out
Party A‘s financial forecasting including Balance Sheet, Income Statement and
Cash Flow Statement for the next 5 years.
2.9 Arrange
meetings between American securities traders and Party A and visits to Party
A
by them; assist Party A in signing contracts with American securities
traders.
2.10 Accompany
Party A to go to America for road show at the request of Party A; assist
Party A
in negotiation with potential institutional securities traders; assist Party
A
in working for the most favorable financial terms and work for
PIPE.
2.12 Assisting
Party A in signing an term sheet and other related agreements after potential
investor
matched with the company
2.13
Other works relating to the project, full range of guidance by Party B until
the
success of the project
2.14
After the successful initial PIPE and listing on OTCBB, Party B may assign
one
personnel of them as independent director in board of directors of listed
company of Party A as requested by Party A. This independent director is
to get
payment from Party A and shall provide follow up support, assist in listing
in
AMEX or NASDAQ for secondary public (Assignment
Term: 12 months from listing on OTCBB).
Article
Three
Party A’s Obligations
3.1 Party
A
shall provide information concerning business, finance, laws, etc., to Party
B
promptly and effectively; and be liable for the authenticity, legitimacy
and
effectiveness of the information.
3.2 Party
A
shall provide authentic and complete information needed by the captioned
service
to Party B promptly and sufficiently; and shall provide various necessary
supports and documents on investor’s request in this process.
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Article
Four
Party B’s Obligations
4.1 Party
B
shall apply for the capital from relevant American institutions upon receipt
of
the completed information provided by Party A as requested; and assist Party
A
in negotiation with securities traders and investors in positive and effective
ways, for successful financing and listing in America.
4.2 Party
B
shall not engage in any activities that damage Party A‘s benefits in the name of
consultant of Party A.
4.3 Party
B
shall compensate Party A the whole disbursements already paid to Party B
by
Party A if audit fail to be finished smoothly due to reasons not related
to
Party A.
4.4 Party
B
shall not cooperate with other companies that have similar business as Party
A
during the cooperation period with Party A.
Article
Five
Payment
5.1 The
consulting fee for above-mentioned services is RMB 300,000 to be paid in
two
installments: the first installment of RMB 150,000 is to be paid to Party
B by
Party A within 5 working days upon signing of this agreement; the second
installment of RMB 150,000 is to be paid to Party B by Party A within 5 working
days upon successful closing of the financing as well as listing on
OCTBB.
5.2 Party
B
will acquire 1% of common stock from the listed company of Party A; Party
B will
also acquire Warrants of 5% of the value of financing to purchase the Company’s
shares of common stock, (warrant shall be outstanding for a period of 5 years;
Such warrant shall have a strike price that is 140% of the price of the equity
securities)
5.3 Party
A
shall be liable for arrangements & expenses for accommodation and traveling
fare incurred by trips to and from Party A for Party B during Party B’s service;
Party A will also provide office facilities for Party B.
5.4 In
term
of this agreement, securities traders or investors recommended or introduced
directly or indirectly to Party A by Party B (either in a face - to - face
manner, by meetings or telephone conference or correspondence, regardless
of
whether Party A attending or participating in these meetings, telephone
conferences and correspondence), once there is substantive finance, regardless
of recognition by Party A or not, it shall be deemed that Party B has finished
it’s service and Party A shall pay Party B as per the above-mentioned terms.
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Article
Six Confidentiality
6.1 Both
Party A and Party B shall guarantee not to reveal any non-public information
to
a third party besides each party. Both parties shall promise not to copy
and
spread information provided by Party A and the investor or to reveal it to
a
third party in any manner. When it is necessary to provide information of
related parties to other parties, permits of the both parties to this agreement
shall be obtained.
Article
Seven
Settlements of Disputes
7.1 All
disputes arising from execution of this agreement or related to terms of
this
agreement shall be settled by amicable negotiation between the two parties
in
the first place.
7.2 where
negotiation fails, disputes could be filed for litigation; or be referred
to
arbitration in Beijing
Article
Eight Supplementary
Provisions
In
term
of any notice, application and
other
correspondence regarding this agreement, those in written form shall prevail;
e-mails, letters, faxes, etc. are also valid.
This
agreement issued in duplicate with each party holing one copy shall go into
effect as of the signing date.
| Party A: |
▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Soybean Group
|
| Signed and Seal Chopped by Chairman of the Board |
| Name: /s/ ▇▇▇▇▇▇ ▇▇▇ |
| Date: Nov. 2, 2006 |
| Party B: |
Mass
Harmony Assert Management
Limited.
|
| Signed and Seal Chopped by Executive Director of the Board |
| Name: /s/ Lie Xiao |
| Date: Oct. 28, 2006 |
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