SINOBIOMED INC. Room 3304, Bldg. #6, Lane 218, Wu-Zhou Road Zhong-Huang Plaza Shanghai, China 200080
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March
2,
2007
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| Attention: |
Mr.
▇▇▇▇▇▇▇ ▇▇▇
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Dear
Sir:
| Re: |
Consulting
Agreement with Sinobiomed Inc. (the
“Company”)
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This
correspondence will specify the consulting arrangement (the “Consulting
Agreement”) between the Company and ▇▇▇▇▇▇▇ ▇▇▇.
The
terms
and conditions of the Consulting Agreement are as follows:
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1.
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Services.
During the Term (as hereinafter defined) of this Consulting Agreement,
▇▇▇▇▇▇▇ ▇▇▇ (the “Consultant”) shall provide to the Company consulting
services basically in the area of corporate finance and development
strategy designed to assist the Company in its business development.
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2.
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Term.
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(a)
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The
term of this Consulting Agreement (the “Term) is for a period of five
years commencing on March 1, 2007 (the “Effective Date”), subject to
termination under paragraph 2(b).
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(b)
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If
the Consultant shall be guilty of any serious misconduct or any serious
breach or non-abservance of any of the conditions of this Consulting
Agreement or shall neglect or fail or refuse to carry out the duties
assigned to it hereunder the Company shall be entitled summarily
to
terminate the engagement hereunder without notice and without any
payment
in lieu of notice.
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March
2, 2007
Page 2
Page 2
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3.
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Payment
for Services.
It is hereby agreed that the Consultant shall provide the consulting
services for a monthly fee of US$10,000 (the “Fee”) with such Fee being
due and payable by the Company to the Consultant on the first business
day
of the month in advance. In addition, it is agreed that the Consultant
shall be reimbursed for all expenses incurred by the Consultant for
the
benefit of the Company (collectively, the “Expenses”) and which Expenses
shall be payable by the Company within 30 days of delivery by the
Consultant of written substantiation on account of each such reimbursable
Expense.
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4.
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Confidentiality
by the Consultant.
The Consultant will not, except as authorized or required by the
Consultant’s duties hereunder, reveal or divulge to any person or
companies any information concerning the organization, business,
finances,
transactions or other affairs of the Company, or of any of its
subsidiaries, which may come to the Consultant’s knowledge during the Term
and during the continuance of this Consulting Agreement, and the
Consultant will keep in complete secrecy all confidential information
entrusted to the Consultant and will not use or attempt to use any
such
information in any manner which may injure or cause loss either directly
or indirectly to the Company’s respective businesses. This restriction
will continue to apply after the termination of this Consulting Agreement
without limit in point of time but will cease to apply to information
or
knowledge which may come into the public
domain.
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5.
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Indemnification.
The Company agrees to indemnify and hold Consultant (the “Indemnified
Person”) harmless from and against losses, claims, damages, liabilities,
costs, or expenses including reasonable attorney’s and accountant’s fees
joint and several arising out of the performance of this Consulting
Agreement, whether or not Consultant is a party to such dispute.
The
Company agrees that it shall also reimburse the Indemnified Person
for any
attorney’s and costs incurred in enforcing this Indemnification against
the Company.
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6.
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No
Indemnification.
This indemnity shall not apply, however, where a court of competent
jurisdiction has made a final determination that the Consultant engaged
in
gross recklessness and willful misconduct in the performance of its
services hereunder which gave rise to loss, claim, damage, liability,
cost
or exposure sought to be recovered hereunder. (But pending any such
final
determination, the indemnification and reimbursement provision of
this
Consulting Agreement shall apply and the Company shall perform its
obligations hereunder to reimburse Consultant for its attorney’s fees and
expenses).
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7.
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Entire
Agreement.
This Consulting Agreement sets forth the entire understanding of
the
parties relating to the subject matter hereof, and supersedes and
cancels
any prior communications, understandings, and agreements between
the
parties. This Consulting Agreement cannot be modified or changed,
nor can
any of its provision be waived, except by written agreement signed
by all
parties.
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March
2, 2007
Page 3
Page 3
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8.
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No
Assignments.
Neither party may assign nor delegate any of its rights or obligations
hereunder without first obtaining the written consent of the other
party.
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9.
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Severability.
In the event that any term, covenant, condition or other provision
contained herein is held to be invalid, void or otherwise unenforceable
by
any court of competent jurisdiction, the invalidity of any such term,
covenant, condition, provision or agreement shall in no way affect
any
other term, covenant, condition or provision or agreement contained
herein, which shall remain in full force and
effect.
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10.
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Governing
Law.
The situs of this Consulting Agreement is Singapore, and for all
purposes
this Consulting Agreement will be governed exclusively by and construed
and enforced in accordance with the laws and Courts prevailing in
Singapore, without regard to its conflict-of-laws
rules.
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11.
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Counterparts.
This Consulting Agreement may be executed simultaneously in several
counterparts, each of which shall be deemed an original, but all
of which
together shall constitute one and the same instrument. Facsimile
signatures are acceptable and deemed original
signatures.
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If
the
Consultant is in accord with the forgoing, please execute a copy of this letter
and the same will be binding on the parties.
Yours
truly,
Per:
/s/
Ban-▇▇▇ ▇▇▇▇
The
forgoing is hereby agreed to this 2nd
day of March, 2007 and ▇▇▇▇▇▇▇ ▇▇▇ declares himself bound to the
terms.
/s/
▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇
▇▇▇, Consultant