ex10_1.htm


    
      
         

        Exhibit
          10.1

         

         

        GREENTREE
          FINANCIAL GROUP, INC.

         

      

    

    September
      17, 2007

    


    PERSONAL
      AND CONFIDENTIAL

     

    ENVIROSAFE
      CORPORATION

    16
      Naner
      Street, Wanshou Road, Suite 602

    Haizhu
      District, Guangzhou, P. R. China

    Attn:
      Guoqiang Zhan, President

    


    Dear
      Mr.
      Zhan:

    


    This
      service agreement ("Agreement") confirms the terms and conditions of the
      exclusive engagement of Greentree Financial Group, Inc. ("Greentree") by
      Envirosafe Corporation (the "Company") to render certain professional
      services to the Company in connection with the compliance with United States
      GAAP (Generally Accepted Accounting Principles), and related upgrades and
      modifications to management training and business plan development that will
      more readily integrate with United States GAAP.

    


    1.           Services.  Greentree
      agrees to perform the following services:

    


    
      	
              (a)  

            	
              Advise
                and assist the Company in the conversion of its financial reporting
                systems, including its projected financial statements, to a format
                that is
                consistent with United States GAAP (Generally Accepted Accounting
                Principles);

            


    

    


    
      	
              (b)  

            	
              Review
                and advise the Company on all documents and accounting systems relating
                to
                its finances and transactions, with the purpose of bringing such
                documents
                and systems into compliance with United States
                GAAP;

            


    

    


    
      	
              (c)  

            	
              Provide
                necessary consulting services and support as an international liaison
                for
                Company to third-party service providers, including coordination
                amongst
                the Company and their related attorneys and
                CPAs;

            


    

    


    
      	
              (d)  

            	
              Assist
                the company with compliance filings with the United States Securities
                and
                Exchange Commission, including Forms 10-QSB, 10-KSB, and 8-K and
                EDGAR
                filing of the same;

            


    

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    2.           Fees.  The
      Company agrees to pay Greentree for its services a consulting service fee of
      $50,000 ("Service Fee") in cash or in 500,000 common shares at the price of
      $.10
      per share no later than 11/5/2007. (Note: Auditing and quarterly auditor review
      fees are not included in this agreement and should be paid directly by the
      Company to their independent auditors.)

    


    In
      addition to the Service Fee confirmed in this Agreement, the Company agrees
      to
      reimburse Greentree for all of its reasonable out-of-pocket fees, expenses
      and
      costs (including, but not limited to, legal, accounting, travel, accommodations,
      telephone, translation, computer, courier and supplies) in connection with
      the
      performance of its services under this Agreement, upon prior written
      approval.  All such fees, expenses and costs will be billed at any
      time by Greentree and are payable by the Company when invoiced. Upon expiration
      of the Agreement any unreimbursed fees and expenses will be immediately due
      and
      payable.


    


    3.           Term.  The
      term of this Agreement shall commence on July 1, 2007, and end on the
      completion of the preparation of the annual report on Form 10KSB ended December
      31, 2007 (the "Term").  This Agreement may be renewed upon mutual
      written agreement of the parties hereto.  The Company may terminate
      this agreement with 45 days prior written notice to
      Greentree.  However, any obligation pursuant to this Paragraph 3, and
      pursuant to Paragraphs 2 (payment of fees), 4 (indemnification), 5 (matters
      relating to engagement), 6 (governing law and consent to jurisdiction), and
      9
      (miscellaneous) hereof, shall survive the termination or expiration of this
      Agreement. As stated in the foregoing sentence, the parties specifically agree
      that in the event the Company terminates this Agreement, the full Service Fee
      of
      $50,000 shall become immediately due and payable.


    


    4.           Indemnification.  In
      addition to the payment of fees and reimbursement of fees and expenses provided
      for above, the Company agrees to indemnify Greentree and its affiliates with
      regard to the matters contemplated herein, as set forth in Exhibit A, attached
      hereto, which is incorporated by reference as if fully set forth
      herein. After the Agreement is signed by both parties,
      unless the Company violates a mandatory provision of a law or regulation,
      Greentree shall not terminate the Agreement without cause; otherwise, Greentree
      shall return all the fees that have been paid by the Company, including the
      Service Fee provided in Item 2.

    


    5.           Matters
      Relating to Engagement.   The Company acknowledges that
      Greentree has been retained solely to provide the services set forth in this
      Agreement.  In rendering such services, Greentree shall act as an
      independent contractor, and any duties of Greentree arising out of its
      engagement hereunder shall be owed solely to the Company.  The Company
      further acknowledges that Greentree may perform certain of the services
      described herein through one or more of its affiliates.

    


    The
      Company acknowledges that Greentree is a consulting firm that is engaged in
      providing consulting services. The Company acknowledges and agrees that in
      connection with the performance of Greentree's services hereunder (or any other
      services) that neither Greentree nor any of its employees will be providing
      the
      Company with legal, tax or accounting advice or guidance (and no advice or
      guidance provided by Greentree or its employees to the Company should be
      construed as such) and that neither Greentree nor its employees hold itself
      or
      themselves out to be advisors as to legal, tax, accounting or regulatory matters
      in any jurisdiction. Greentree may retain attorneys and accountants that are
      for
      Greentree’s benefit, and Greentree may recommend a particular law firm or
      accounting firm to be engaged by the Company and may pay the legal expenses
      or
      accounting expenses associated with that referral on behalf of the Company,
      after full disclosure to the Company and the Company’s consent that Greentree
      make such payment on its behalf. However, Greentree makes no recommendation
      as
      to the outcome of such referrals. The Company shall consult with its own legal,
      tax, accounting and other advisors concerning all matters and advice rendered
      by
      Greentree to the Company, and the Company shall be responsible for making its
      own independent investigation and appraisal of the risks, benefits and
      suitability of the advice and guidance given by Greentree to the
      Company.  Neither Greentree nor its employees shall have any
      responsibility or liability whatsoever to the Company or its affiliates with
      respect thereto.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    


    The
      Company recognizes and confirms that in performing its duties pursuant to this
      Agreement, Greentree will be using and relying on data, material, and other
      information furnished by the Company, a third party provider, or their
      respective employees and representatives (“the Information”).  The
      Company will cooperate with Greentree and will furnish Greentree with all
      Information concerning the Company and any financial information or
      organizational or transactional information which Greentree deems appropriate,
      and Company will provide Greentree with access to the Company's officers,
      directors, employees, independent accountants and legal counsel for the purpose
      of performing Greentree's obligations pursuant to this
      Agreement.   The Company hereby agrees and represents that all
      Information furnished to Greentree pursuant to this Agreement shall be accurate
      and complete in all material respects at the time provided, and that, if the
      Information becomes materially inaccurate, incomplete or misleading during
      the
      term of Greentree's engagement hereunder, the Company shall promptly advise
      Greentree in writing.  Accordingly, Greentree assumes no
      responsibility for the accuracy and completeness of the Information. In
      rendering its services, Greentree will be using and relying upon the Information
      without independent verification evaluation thereof.

     

    6.           Governing
      Law and Consent to Jurisdiction.  This Agreement shall be governed
      by and construed in accordance with the laws of the State of Florida, without
      regard to conflict of laws provisions. All disputes arising out of or in
      connection with this agreement, or in respect of any legal relationship
      associated with or derived from this agreement, shall only be heard in any
      competent court residing in Broward County Florida.  Company agrees
      that a final judgment in any such action or proceeding shall be conclusive
      and
      may be enforced in other jurisdictions by suit on the judgment or in any manner
      provided by law. The Company further waives any objection to venue in any such
      action or proceeding on the basis of inconvenient forum. The Company agrees
      that
      any action on or proceeding brought against the Greentree shall only be brought
      in such courts.

     

    7.           No
      Brokers.  The Company represents and warrants to Greentree that
      there are no brokers, representatives or other persons which have an interest
      in
      compensation due to Greentree from any services contemplated
      herein.


    


    8.         
      Authorization.  The Company and Greentree represent and warrant
      that each has all requisite power and authority, and all necessary
      authorizations, to enter into and carry out the terms and provisions of this
      Agreement and the execution, delivery and performance of this Agreement does
      not
      breach or conflict with any agreement, document or instrument (including
      contracts, wills, agreements, records and wire receipts, etc.) to which it
      is a
      party or bound.


    


    9.           Miscellaneous.  This
      Agreement constitutes the entire understanding and agreement between the Company
      and Greentree with respect to the subject matter hereof and supersedes all
      prior
      understanding or agreements between the parties with respect thereto, whether
      oral or written, express or implied.  Any amendments or modifications
      must be executed in writing by both parties.  This Agreement and all
      rights, liabilities and obligations hereunder shall be binding upon and insure
      to the benefit of each party’s successors but may not be assigned without the
      prior written approval of the other party.  If any provision of this
      Agreement shall be held or made invalid by a statute, rule, regulation, decision
      of a tribunal or otherwise, the remainder of this Agreement shall not be
      affected thereby and, to this extent, the provisions of this Agreement shall
      be
      deemed to be severable.  This Agreement may be executed in any number
      of counterparts, each of which, shall be deemed to be an original, but such
      counterparts shall, together, constitute only one instrument.  The
      descriptive headings of the Paragraphs of this Agreement are inserted for
      convenience only, do not constitute a part of this Agreement and shall not
      affect in anyway the meaning or interpretation of this Agreement.

    


    
      
         

      

      
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        Please
      confirm that the foregoing correctly sets forth our agreement by signing below
      in the space provided and returning this Agreement to Greentree for execution,
      which shall constitute a binding agreement as of the date first above
      written.

     

        Thank
      you.  We look forward to a mutually rewarding
      relationship.

    


    GREENTREE
      FINANCIAL GROUP, INC.

    


     

    
      By:
        /s/ R. Chris Cottone

    

    Name:
      R.
      Chris Cottone

    Title:
      Vice-President

    


    


    AGREED
      TO
      AND ACCEPTED

    AS
      OF
      September 17, 2007:

    


    


    ENVIROSAFE
      CORPORATION

    


    By:
      /s/ Guoqiang Zhan

    Name:
      Guoqiang Zhan

    Title:
      President

     

    
      
         

      

      
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    EXHIBIT
      A: INDEMNIFICATION

    


    The
      Company agrees to indemnify Greentree, its employees, directors, officers,
      agents, affiliates, and each person, if any, who controls it within the meaning
      of either Section 20 of the Securities Exchange Act of 1934 or Section 15 of
      the
      Securities Act of 1933 (each such person, including Greentree is referred to
      as
      "Indemnified Party") from and against any losses, claims, damages and
      liabilities, joint or several (including all legal or other expenses reasonably
      incurred by an Indemnified Party in connection with the preparation for or
      defense of any threatened or pending claim, action or proceeding, whether or
      not
      resulting in any liability) ("Damages"), to which such Indemnified Party, in
      connection with providing its services or arising out of its engagement
      hereunder, may become subject under any applicable Federal or state law or
      otherwise, including but not limited to liability or loss (i) caused by or
      arising out of an untrue statement or an alleged untrue statement of a material
      fact or omission or alleged omission to state a material fact necessary in
      order
      to make a statement not misleading in light of the circumstances under which
      it
      was made, (ii) caused by or arising out of any act or failure to act, or (iii)
      arising out of Greentree's engagement or the rendering by any Indemnified Party
      of its services under this Agreement; provided, however, that the Company will
      not be liable to the Indemnified Party hereunder to the extent that any Damages
      are found in a final non-appealable judgment by a court of competent
      jurisdiction to have resulted from the gross negligence or willful misconduct
      of
      the Indemnified Party seeking indemnification hereunder.

    


    These
      indemnification provisions shall be in addition to any liability which the
      Company may otherwise have to any Indemnified Party.

    


    If
      for
      any reason, other than a final non-appealable judgment finding an Indemnified
      Party liable for Damages for its gross negligence or willful misconduct the
      foregoing indemnity is unavailable to an Indemnified Party or insufficient
      to
      hold an Indemnified Party harmless, then the Company shall contribute to the
      amount paid or payable by an Indemnified Party as a result of such Damages
      in
      such proportion as is appropriate to reflect not only the relative benefits
      received by the Company and its shareholders on the one hand and the Indemnified
      Party on the other, but also the relative fault of the Company and the
      Indemnified Party as well as any relevant equitable considerations.

    


    Promptly
      after receipt by the Indemnified Party of notice of any claim or of the
      commencement of any action in respect of which indemnity may be sought, the
      Indemnified Party will notify the Company in writing of the receipt or
      commencement thereof and the Company shall have the right to assume the defense
      of such claim or action (including the employment of counsel reasonably
      satisfactory to the Indemnified Party and the payment of fees and expenses
      of
      such counsel), provided that the Indemnified Party shall have the right to
      control its defense if, in the opinion of its counsel, the Indemnified Party's
      defense is unique or separate to it as the case may be, as opposed to a defense
      pertaining to the Company.  In any event, the Indemnified Party shall
      have the right to retain counsel reasonably satisfactory to the Company, at
      the
      Company's sole expense, to represent it in any claim or action in respect of
      which indemnity may be sought and agrees to cooperate with the Company and
      the
      Company's counsel in the defense of such claim or action.  In the
      event that the Company does not promptly assume the defense of a claim or
      action, the Indemnified Party shall have the right to employ counsel to defend
      such claim or action. Any obligation pursuant to this Annex shall survive the
      termination or expiration of the Agreement.

     

    
      
         

      

      
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