Financial Consulting Agreement - Integrated Capital Development Group Ltd. and China Resources Development Inc.
FINANCIAL CONSULTING AGREEMENT
This Agreement is made this 1st day of May, 1997, between Integrated Capital
Development Group, Ltd., a corporation domiciled in the British Virgin Islands,
hereinafter referred to as ("ICD") with offices at P.O. Box 3444, Road Town,
Tortola, British Virgin Islands, and China Resources Development, Inc., a
corporation domiciled in the State of Nevada, hereinafter referred to as
("CRDI"), with offices at 23rd floor, Office Tower, Convention Plaza, 1 Harbour
Road, Wanchai, Hong Kong.
WHEREAS, ICD is in the financial consulting business and engages in activities
such as capital formation, raising private venture capital, general investment
banking, financial management services, mergers, acquisitions, brokering
companies and selling of public and private companies.
WHEREAS, CRDI, is a public company listed on the NASDAQ and is mainly engages in
the distribution of natural rubber. CRDI is desirous of retaining ICD to perform
certain financial services for the benefit of CRDI. These services are outlined
in ARTICLE 2, Section 2.2. of this Financial Consulting Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and on the terms and
conditions stated herein and for other good and valuable consideration the
sufficiency of which is hereby acknowledged by the parties hereto, it is agreed
between the parties as follows:
ARTICLE 1
1.1 INDEPENDENT CONTRACTOR STATUS
Parties to this contract intend that the relation between them created by this
Financial Consulting Agreement will result in ICD being considered an
independent contractor. No agent, employee or servant of the independent
contractor shall be, or shall be deemed to be an employee, agent or servant or
CRDI. None of the benefits provided by CRDI to its employees, officers and
directors, which include, but are not limited to compensation, health insurance,
unemployment insurance or various stock option plans will be available to the
contractor, or its employees. ICD as an independent contractor will be solely
and entirely responsible for its acts and for the acts of its agent, employees,
affiliates and subcontractors during the performance of this Agreement. Each
party agrees to indemnify the other and hold the other harmless, for any and all
actions, regardless of the nature, description or type.
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ARTICLE 2
2.1 STATEMENT OF GENERAL CONTRACT INTENT
ICD is primarily engaged as a financial consulting and investment company, which
specializing in the selling and brokering of companies and arranging capital to
buy private companies on an independent contractor basis. ICD derives its
revenues from consulting fees and commissions charged to client companies, from
capital appreciation of equity or services obtained as a portion of the
consulting fees received from client companies or directly from Buyers of client
companies in exchange for certain services. CRDI hereby confirms that by the
execution of this Agreement CRDI engages ICD on a non-exclusive basis to perform
specific services relating to promoting the public image of CRDI and to find
target companies for the acquisition of CRDI.
2.2. STATEMENT OF SPECIFIC CONTRACT INTENT
ICD shall serve as consultant and business broker on behalf of CRDI to perform
such duties as are normally associated with the acquisition of businesses and
public relations promotion, including but not limited to:
A. Assisting CRDI in locating and screening potential sellers of
target companies in the businesses of trading and
distribution natural rubber and other agricultural products
in the USA or Europe;
B. Advising and assisting CRDI in negotiations concerning the
terms and conditions of the acquisition with the potential
sellers introduced by ICD;
C. Design and perform a public relations campaign for the
benefit of CRDI, targeting to promote CRDI's public image and
generate buying interests in the company's stock.
ARTICLE 3
3.1 TERM OF CONTRACT BETWEEN CRDI AND ICD
CRDI will contract ICD for a period of Three (3) years from the date of this
agreement to act in the capacity of a non-exclusive agent on behalf of CRDI and
its public relation consultant.
ARTICLE 4
4.1 COMPENSATION TO ICD
In consideration of the financial services enumerated above, to be
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provided to CRDI by ICD, as set forth in Article 2, CRDI agrees to provide
compensation to ICD as outlined below:
A. Reimbursement of expenses directly incurred in regard to
performing the duties outlined and related to Section 2 of
this Agreement;
B. Upon execution of this Agreement, CRDI shall remit to ICD 100,000
shares of CRDI's restricted common stocks. CRDI agrees that it will
take all actions and execute all documents necessary to remove
restrictive trading legend contained on any of the restricted common
stocks upon expiration of any applicable waiting period/registration of
the subject restricted common stocks.
ARTICLE 5
5.1 REPRESENTATIONS AND WARRANTIES BY ICD
A. ICD shall utilize its best efforts to find the target company
and negotiate terms on behalf of the company to the most
benefit of CRDI.
B. ICD's activities at all times will comply with all applicable
laws;
C. ICD has all necessary licenses, permits, etc., to conduct its
affairs and to receive compensations;
D. ICD is aware of restrictions on the use and publication of
material non-public information.
5.2 REPRESENTATIONS AND WARRANTIES BY CRDI
A. CRDI agrees that it shall make all payments due under this
Agreement within 30 days upon receipt of related invoices.
B. All information provided by CRDI to ICD are true, complete
and accurate in all material respects and shall not omit
information material to the operations of the company.
C. CRDI agrees to indemnify and hold harmless ICD and each of its
officers, directors, and agents, employees and controlling persons to
the fullest extent permitted by law, from any losses, claims, damages,
expenses, actions, proceedings, or investigations, or threats thereof,
actually incurred by ICD as the proximate result of the company
providing ICD inaccurate and false information
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ARTICLE 6
6.1 GOVERNING LAW
The construction validity and performance of this Agreement shall be governed by
the laws of the State of Nevada, without giving effect to the principles of
conflicts of law. The parties agree that the venue for any action is relation to
this Agreement shall be the state of Nevada.
6.2 SUCCESSORS IN INTEREST
It is expressly understood that this Agreement shall bind any successors,
assigns, subsidiaries or extensions to the parties hereto.
6.3 RELATIONSHIP OF THE PARTIES
It is expressly understood and agreed that CRDI and ICD are completely separate
entities and are not partners, joint ventures, nor agents for each other in any
sense whatsoever and neither party has the power or the right to obligate or
bind the other. It is also expressly understood that ICD has not represented
itself as a broker dealer as defined by the Securities laws of the United
States.
6.4 ENTIRE AGREEMENT
This Agreement is complete and constitutes the sole, entire and only Agreement
between all parties hereto with respect to the terms and conditions herein and
supersedes and supplants any and all other representations and agreements
pertaining thereto. It is mutually agreed and understood that no other
agreements, statements, inducements or representations, written or verbal, have
been made or relied upon by either party. The modifications hereto or amendments
hereto shall be binding only when presented in writing and signed by both
parties.
6.5 WARRANTIES OF ALL PARTIES
The parties hereby warrant that all necessary approvals and authorities have
been obtained by them to enable the completion of this Agreement and that the
signatories hereto are authorized by their respective organizations to sign this
Agreement and to legally bind the Parties.
6.6 EXECUTION IN COUNTERPART
This Agreement may be signed in counterpart.
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Integrated Capital Development China Resources Development, Inc.
Group, Ltd.
By: /s/ Robert J. McCormick By: /s/ Li Shunxing
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Robert J. McCormick, President Li Shunxing, President