EXHIBIT 10.22
ADVISORY AGREEMENT
THIS ADVISORY AGREEMENT ("Agreement") is made, entered into and deemed
effective as of the 30th day of January, 2006 (the "Effective Date"), by and
between HFG International, Limited, a Hong Kong corporation ("HFG"), and Falcon
Link Investment Limited, a corporation organized under the laws of the British
Virgin Islands (the "Company").
W I T N E S S E T H:
WHEREAS, the Company desires to engage HFG to provide certain advisory
and consulting services to it and to its subsidiary company, Henan Zhongpin Food
Share Co., Ltd. (Zhongpin"), commencing as of the date hereof, and HFG is
willing to be so engaged;
NOW, THEREFORE, for and in consideration of the covenants set forth
herein and the mutual benefits to be gained by the parties hereto, and other
good and valuable consideration, the receipt and adequacy of which are now and
forever acknowledged and confessed, the parties hereto hereby agree and intend
to be legally bound as follows:
1. RETENTION. As of the date hereof, the Company hereby retains
and HFG hereby agrees to be retained as the Company's advisor during the term of
this Agreement. The Company acknowledges that HFG shall have the right to engage
third parties to assist it in its efforts to satisfy its obligations hereunder.
In its capacity as an advisor to the Company, HFG will provide such advisory
services as may be reasonably requested, to the extent HFG has both the
expertise and legal right to render such services, related to facilitating the
Company's efforts to become and ultimately operate as a U.S. public company.
2. AUTHORIZATION. Subject to the terms and conditions of this
Agreement, the Company hereby appoints HFG to act on a best efforts basis as its
consultant during the Authorization Period (as hereinafter defined). HFG hereby
accepts such appoint, with it being expressly acknowledged that HFG is acting in
the capacity of independent contractor and not as agent of either the Company or
Zhongpin. It is expressly acknowledged by the Company that HFG shall not render
legal or accounting advice in connection with the services to be provided
herein.
3. AUTHORIZATION PERIOD. HFG's engagement hereunder shall become
effective on the Effective Date and will automatically terminate (the
"Termination Date") 12 months from the Effective Date. This Agreement may be
extended beyond the Termination Date if both parties mutually agree in writing.
4. FEES. HFG shall be entitled to a fee of $350,000 (the "Fee")
to be paid by wire transferred funds from a U.S. depository account. On or
before the second business day following the Effective Date, Zhongpin shall
initiate the wire transfer of the Fee from a U.S. depository account. Such fee
shall be deemed paid upon delivery to HFG of a Fed Funds wire number for such
transfer, subject to the actual receipt of the Fee in HFG's account within a
reasonable time after the wire transfer is initiated.
ADVISORY AGREEMENT - Page 1
5. INDEMNIFICATION. The Company agrees to indemnify HFG to the
extent provided for in this paragraph. In the absence of negligence or willful
misconduct on the part of HFG, HFG shall not be liable to the Company, or to any
officer, director, employee, shareholder or creditors of the Company, for any
act or omission in the course of or in connection with the rendering or
providing of advice hereunder. Except in those cases where the negligence or
willful misconduct of HFG is alleged and proven, the Company agrees to defend,
indemnify and hold HFG harmless from and against any and all reasonable costs,
expenses and liability (including, but not limited to, attorneys' fees paid in
the defense of HFG) which may in any way result from services rendered by HFG
pursuant to or in any connection with this Agreement.
6. GOVERNING LAW. This Agreement shall be governed by and
construed in all respects in accordance with the laws of Hong Kong. The parties
hereto hereby submit to the non-exclusive jurisdiction of the Courts of Hong
Kong in relation to any matters arising under this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
HFG Investments, Limited
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman, President
Falcon Link Investment Limited
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
---------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇, Authorized Representative
ADVISORY AGREEMENT - Page 2