AMENDMENT TO CONSULTING AGREEMENT
Amendment (this "Amendment") made as of December 6, 2007 between Jade Art
Group Inc. (the "Company") and Shuang-▇▇▇ ▇▇ (the "Consultant"), an individual
retained by the Company under that Consulting Agreement between the Company
(formerly known as ▇▇▇▇▇ Productions Inc.) and the Consultant (the "Consulting
Agreement"), an accurate and complete copy of which is attached as an exhibit
hereto.
The parties agree to amend the Consulting Agreement to provide, as
follows:
1. In full satisfaction for the "Services" rendered by the Consultant
under the Consulting Agreement, the Company hereby awards and delivers to the
Consultant 1,400,000 shares of the Company's common stock, $.001 par value (the
"Award Shares"). For purposes of this Amendment, the Award Shares are valued at
$0.30 per share, based upon the last reported sales price for the Company's
common stock on November 28, 2007, as reported by the OTC Bulletin Board.
2. The Consultant acknowledges and agrees that the Award Shares have not
been registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), and, because the Consultant is acquiring them directly from
the Company, constitute "restricted securities" as that term is defined under
Rule 144 of the Securities Act. Accordingly, the Consultant further acknowledges
and agrees that the Award Shares may not be sold, transferred, assigned, pledged
or subjected to any lien or security interest unless they are first registered
under the Securities Act and applicable state securities laws or an exemption
from the registration provisions of the Securities Act and applicable state
securities laws are available with respect to the proposed sale or transfer.
3. Subsequent to the issuance to you of the Award Shares, the Company
intends to file with the U.S. Securities and Exchange Commission a registration
statement on Form S-8 registering for resale the Award Shares acquired by the
Consultant.
4. The Consultant represents and warrants to the Company in connection
with its receipt of the Award Shares, that:
a) the "Services" performed were not in connection with the offer or
sale of the Company's securities in a capital raising transaction or promotion
of the Company's securities;
b) by reason of its engagement, the Consultant is sufficiently
knowledgeable about the Company's business, management and financial affairs to
evaluate, when deciding to accept the Award Shares in lieu of cash compensation,
the risks and merits of an investment in the Award Shares and the Company's
proposed business activities;
c)the Company is entitled to an amount of Award Shares sufficient to
satisfy the withholding obligations of the Company;
1
d)the Consultant has reviewed with its own tax advisors the federal,
state, local and foreign tax consequences of an investment in the Company and
the transaction contemplated by this Amendment, has relied solely upon such
advisors (and not the Company) with respect to such tax consequences, and shall
be responsible for its own tax liability that may arise as a result of this
investment or the transactions contemplated by this Agreement; and
e)an investment in the Award Shares involves a high degree of risk.
5. The Consultant irrevocably and unconditionally releases the Company
from all claims, promises, causes of action or similar rights of any type or
nature that the Consultant has or had which in any way relate to claims for
compensation relating to the "Services."
6. Capitalized terms not otherwise defined in this Amendment shall have
the meaning ascribed to such terms in the Consulting Agreement.
7. Except as modified by this Amendment, the Consulting Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment, which may be
executed in counterparts, as of the day and year first indicated above.
Jade Art Group Inc.
By: /s/ Hua-Cai Song
------------------------------------
Name: Hua-Cai Song
Title: Chief Executive Officer
CONSULTANT:
/s/ Shuang-▇▇▇ ▇▇
----------------------------------------
Name: Shuang-▇▇▇ ▇▇
Address: #▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ District,
Ezhou City, Hubei Province,
P.R. China
2
Exhibit to Amendment
CONSULTING AGREEMENT
This Consulting Agreement dated 8th day of October, 2007, by and between ▇▇▇▇▇
Productions Inc. (the "Company") and Shuang-▇▇▇ ▇▇ (the "Consultant"), pursuant
to which the Company do hereby retain the Consultant to provide consulting
services, and the parties agree as follows:
1. Services For purpose of this Agreement, "Services" is defined as the
following consulting services required by the Company:
(1) Consultant will conduct a market research and evaluation works on the
education industry in China;
(2) Consultant will provide consultation and advisory services to the Company on
various corporate, accounting, legal and regulatory issues;
(3) Consultant will coordinate with the Company's management team, legal counsel
and other consultants on various corporate, accounting, legal and regulatory
matters;
(4) Consultant will provide consultation and advisory services to the Company on
strategy planning, team development, mergers and acquisition, ownership
transition designing, and public reporting requirements of the Company;
(5) Consultant will research and assist the Company in its selection of
professionals, including legal counsels, accounting firm, investment bankers,
and other intermediary entities;
(6) Consultant will assist in the review of all corporate legal documents;
(7) Consultant will assist in analyzing accounting implications and disclosure
requirements of proposed acquisitions; and
(8) such other matters as may reasonably be requested by the Client. All the
Services above were not in connection with the offer or sale of the Company's
securities in a capital raising transaction or promotion of the Company's
securities.
2. Compensation In consideration for the above services to be provided by the
Consultant for the benefit of the Company, the Consultant shall be compensated
as follows:
Fee: USD 600 per hour, with an engagement time of at least 650 hours for the
period starting from October 8, 2007 to December 31, 2007. All out-of-pocket
expenses, including but not limited to travel expenses, telephone, fax, and
printing charges shall be paid by Consultant himself (or herself). Compensation
payment can be paid by shares under the terms mutually agreed upon by both
parties in a future date under a separate Stock Award Agreement.
3. Term and Termination of the Engagement The term of the engagement hereunder
is commencing from October 8, 2007 until December 31, 2007.
This agreement may be terminated at any time by either party with or without
cause, effective upon written 30 days notice to the other party. However,
termination by the Company shall not waive the obligation of the Company to pay
the Consultant.
Amendment Exhibit Page 1
4. Independent Contractor In providing any of the services identified herein to
the Company, Consultant shall be an independent contractor, and no party to this
Agreement shall make any representations or statements indicating or suggesting
that any joint venture, partnership, or other similar relationship exists
between the Consultant and the Company. Consultant shall not be entitled to make
any commitments or create any obligations on behalf of the Company.
5. Counterparts It is understood and agreed that this Agreement may be executed
in any number of identical counterparts, each of which may be deemed an original
for all purposes. Facsimile signatures shall have the same force and effect as
original signatures.
6. Confidentiality Consultant agreed to maintain as private and confidential all
information and documentation that it is provided with or otherwise acquires in
conjunction with the services to be provided pursuant to this Consulting
Agreement.
7. Legal Matters This Consulting Agreement shall be governed by and construed in
accordance with the laws of the People's Republic of China.
8. Indemnity As a result of Consultant's reliance on the information and
representations provided by the Company, the Company shall indemnify and hold
harmless Consultant from any and all liability and costs relating to the
services to be rendered under this Consulting Agreement.
9. Additional Terms This Consulting Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and may not be
modified except by a written instrument signed by duly authorized
representatives of both parties.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed as of the day and the year first above written.
Agreed and Approved:
▇▇▇▇▇ Productions Inc.
/s/ Shuang-▇▇▇ ▇▇ By: /s/ Hui ▇▇▇▇ ▇▇▇▇▇
------------------------------ ------------------------------
Shuang-▇▇▇ ▇▇ Name: Hui ▇▇▇▇ ▇▇▇▇▇
Title: Chief Executive Officer
Amendment Exhibit Page 2