EX-10 5 nov222004formsb2exhibit1018.txt CHHI's Management CONSULTING SERVICES AGREEMENT THIS AGREEMENT is made as of the 8th day of Nov., 2004. BETWEEN: CHINA HEALTH HOLDING INC., OR its Nominee a company incorporated in Nevada USA, having an office at Park Place # 3400 - 666 Burrard St., Vancouver, B.C. Canada, V6C 2X8 (Hereinafter called "CHHI") OF THE FIRST PART AND: Dr. Wu, Xiannan (David Woo) , having an office #101 - E. Kent Ave. South, Vancouver, BC Canada V5X 4N6 (hereinafter called " Vice President in Research & Development" or " VP") OF THE SECOND PART WHEREAS: A. CHHI to retain VP (R&D) to assist CHHI in providing management consulting services to CHHI, a company incorporated in Nevada USA. NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the covenants and agreements herein contained the VP (R&D)hereto agree as follows: 1. APPOINTMENT OF SCIENTIFIC CONSULTANT 1.1 CHHI hereby retains VP (R&D )to assist CHHI in providing management consulting services to CHHI in USA, Canada and abroad as may from time to time be required with respect to CHHI, as more particularly described as Schedule A hereto. 1.2 VP (R&D)agrees to devote sufficient time as may be necessary and to employ its best efforts to faithfully and industriously perform the services as described in Schedule A hereto. 1.3 In performing its management services hereunder, VP (R&D)shall be an employee of CHHI. 2. LIMITATIONS ON ACTIVITIES 2.1 VP (R&D) recognizes and agrees that securities laws, regulations and 1 policies in the U.S. and British Columbia and elsewhere limits the allowable scope of management activities and prohibit certain activities. Notwithstanding any other provision of this agreement, VP (R&D)agrees that: (a) It will not engage in any activity in contravention of the law, regulation or policy of any body having jurisdiction in any other jurisdiction in which it conducts management activities on behalf of CHHI. 3. TERM 3.1 The term of this agreement shall commence Nov.8th , 2004 and shall continue for 2 years, terminating on Nov.7th , 2007 with a review after three (3) month probationary period, where this agreement may be terminated for any reason, or the duties, time commitments and compensation may be adjusted by mutual consent. Also the compensation plan will be reviewed and adjusted accordingly and fairly to reflect for the actual management services value from VP to CHHI after the initial three month probationary period. 4. COMPENSATION 4.1 VP (R&D) shall be granted a call from CHHI on 400,000 shares of CHHI's capital stock at a price of 20 cents USD per share, which will be exercisable until Nov. 7th , 2007, and, or, thirty (30) days after the termination of this Agreement. Upon payment of 20 cents USD per share for the number of shares being called CHHI will deliver. for the number of shares requested, up to a total of 400,000 shares, and will either transfer, if possible, such shares to a brokerage account of VP (R&D)'s choice or provide VP (R&D)with the requisite number of share certificates in a form necessary to render those certificates freely transferable and negotiable. CHHI will also furnish or execute any further documents that may reasonably be required to complete this share transfer. 5. CONFIDENTIALITY 5.1 VP (R&D) will keep confidential any information not otherwise readily available from public sources which it obtains from CHHI. Upon termination of this agreement, VP (R&D) shall return to CHHI all data, information and other written material regarding CHHI obtained by VP (R&D) from in connection with the performance of its services hereunder. 6. NOTICE 6.1 Any notice or other communication or instrument required or permitted to be given or delivered hereunder shall be in writing and shall be well and sufficiently given or delivered if enclosed in a sealed envelope and addressed to the party to receive same at its address as set forth on the first page of this agreement, and in each case delivered personally or mailed by registered mail. Any notice so given or delivered shall be conclusively deemed to have been given when delivered, if delivered personally, or 72 hours following the mailing of same, if mailed by registered mail. 2 7. RESPONSIBILITIES OF CHHI 7.1 CHHI agrees to provide appropriate corporate background material to "Material Events" at the same time as the events are made public. The background to these events may be delivered in the form of a briefing. 8. GENERAL 8.1 This agreement may only be amended in writing duly executed by the parities hereto. 8.2 Wherever possible, each provision in this agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision shall be prohibited by or be invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this agreement. 8.3 Time shall be of the essence of this agreement. 8.4 This agreement shall be deemed to be made in the State of Nevada, USA, and shall be construed in accordance with and governed by the laws of said Province. 8.5 This agreement shall endure to the benefit of and be binding upon the VP (R&D)to this agreement and their respective heirs, executors, administrators, successors, and assigns. (See following siging page) 3 IN WITNESS WHEREOF the VP (R&D)hereto have caused these presents to be duly executed as of the day and year first above written. The Common Seal of ) CHINA HEALTH HOLDING, INC. ) Was hereunto affixed in the ) c/s presence of: ) /s/ Julianna Lu ----------- Julianna Lu, The President/CEO/Director /s/ XiaoFei Yu ---------- XiaoFei Yu, The Director/VP /s/ Dick Wu ------- Dick Wu, The Director The Common Seal of Dr. Wu, Xiannan was hereunto affixed in the presence of: /s/ Dr. Wu Xiannan -------------- Dr. Wu Xiannan Dated: Nov 8th 2004. 4 SCHEDULE A VP (R&D) agrees to provide the following management services, subject to the specific terms of the agreement to which this Schedule is attached: 1. Research & Development - VP (R&D) will assist and support CHHI's R&D program to identify and develop new natural products and technologies and strategies . 2. CHHI have the 1st refusal rights for any new products/technologies which being identifying and developing/discoverying through VP (R&D) 's Resources and Connections and consulting services. 3. VP (R&D) has signed A Confidential Agreement with CHHI, please see the attachment; 4. VP (R&D) 's Biography: Please summarize : in the past 5 yrs your employment history and also other important business realtionship as the attachment as this agreement. 5