chda8k20100209ex10-1.htm


    
      

      

    

     

    Andrew
Mininger

    


    SERVICE
AGREEMENT

    


    This
Service Agreement (“Agreement”) is entered into as of the 8th day of February
8th,
2010 (“Effective Date”) between China Digital Animation Development Inc., whose
principal offices are located at 15 W 39th
Street, 14th Floor New York, NY 10018 (hereinafter referred to as the
“Company”), and Andrew Mininger, having an address at 630 Third Ave. 14th
Floor, New York, NY 10017 (hereinafter referred to as the “Director”), to
provide the terms under which the Director shall perform his functions as an
elected independent member of the Board of Directors of the Company during
his  respective terms.

    


    WHEREAS,
the Company’s business consists of the development of digital animation design
and production, network integration systems and delivery of financial
information  (the “Business”) and the Company is a public company
subject to the securities laws and rules and other applicable laws and rules of
the United States.

    


    WHEREAS,
the Company recognizes the unique qualifications and contributions of the
Director and desires to secure the services of the Director on the terms and
conditions set forth herein; and

    


    WHEREAS,
the Independent Director is prepared to commit to such services in return for
specific arrangements, compensation and other benefits on the terms and
conditions set forth herein.

    


    NOW
THEREFORE, in consideration of the foregoing premises and the mutual covenants
and agreements herein contained, the Company and the Director do hereby agree as
follows:

    


    
      	
              1.
      

            	
              DUTIES
      OF THE INDEPENDENT DIRECTOR:

            


    

    


    
      	
               
      

            	
              The
      Director shall carry out his duty as an independent director to the
      Company and shall make himself available to perform such functions in
      keeping with all the applicable laws, rules, and regulations of the United
      States of America, including, not limited to, the applicable securities
      laws and the laws of the State of
Delaware.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              The
      Director hereby agrees faithfully to render the service expected of an
      independent director and to promote the interests of the Company to the
      best of his ability and keep his duty of care, confidentiality and
      loyalty, among other duties. The Director further agrees to devote the
      necessary time, attention, skill, and best efforts to the performance of
      his duties under this agreement.

               

            


    

    
      	
               
      

            	
              The
      Director shall not self-deal or do anything harmful to the interest of the
      Company or its shareholders and shall not engage in any insider trading or
      similar activities.

            


    

    


    
      	
               
      

            	
              The
      Director shall maintain his standing and capacity as an “independent
      director” under the rules of the Securities and Exchange Commission and
      the rules and regulations of relevant stock exchanges, and shall not
      engage in any employment or service with the Company or otherwise that may
      impair such standing.

            


    

    


    
      	
               
      

            	
              The
      Director shall serve on one or more Board Committees in his capacity as an
      independent director.

            


    

    


    In
addition to the existing duties:

    


    
      	
               
      

            	
              1.1

            	
              Bring
      business development ideas to CHDA with skill set and service offerings
      applying in the following areas:

            


    

    a)      3
dimensional for home entertainment (with glasses, and without)

    b)      Special
effects

    c)      MMOG/Games

    d)      Mobile
applications

    
      	
               
      

            	
              1.2

            	
              Speak
      internally to decision makers about best ways to grow business and provide
      service in the US market

            


    

    
      	
               
      

            	
              1.3

            	
                Offer
      marketing ideas and promotional
opportunities

            


    

    
      	
               
      

            	
              1.4

            	
                Build
      relationships with partnership or acquisition
  candidates

            


    

    
      	
               
      

            	
              1.5

            	
                Speak
      to an ambassador at stakeholder, shareholder, and
      investor   meetings

            


    

    
      	
               
      

            	
              1.6

            	
                Provide
      assistance for the value proposition for
  investors

            


    

    
      	
               
      

            	
              1.7

            	
                Provide
      strategic direction for sales

            


    

    


    
      	
              2. 

            	
              COMPENSATION
      AND EXPENSES

            


    

    


    During
his term as a Director until the end of his function as a Director:

    


    
      	
               
      

            	
              2.1

            	
              The
      Company agrees to issue to the Director, for services as an “independent
      director” an annual retainer (“the Retainer”) consisting of 10,000
      restricted Shares plus $1,000 per director’s / investor meeting (Out of NY
      State: $2,000 and International: $4,000 ) and $3,000 retainer per month
      ($36,000 annual). Paid last day of the month. The Shares included in the
      Retainer shall be valued at the closing price for the ten trading days
      prior to the Effective Date of this Agreement, and prior to each
      anniversary of the Effective
Date.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              2.2

            	
              The
      Company shall promptly pay or reimburse the Director for all reasonable
      expenses actually and properly (in accordance with the Company’s policy)
      incurred or paid by him in connection with the performance of his services
      under the Agreement (including, without limitation, travel expenses) upon
      presentation of expense statements or vouchers or such other supporting
      documentation in such form and containing such information as the Company
      may from time to time require. A CHDA corporate credit card for expenses
      actually and properly (in accordance with the Company’s policy) and any
      expense above $500 shall be pre-approved by the
  Company.

            


    

    


    
      	
              3.

            	
              INDEMNIFICATION

            


    

    


    The
Company shall indemnify the Director to the full extent permitted by the General
Corporation Law of the State of Delaware.

    


    
      	
              4.

            	
              MISCELLANEOUS

            


    

     

    
      	
               
      

            	
              This
      Agreement expresses the entire understanding and agreement of the parties
      and supersedes any and all prior agreements and understandings, whether
      written or oral, relating in any way to the subject matter of this
      Agreement. This Agreement cannot be modified, amended, or supplemented
      except by a written instrument or instruments executed by each of the
      parties hereto.

            


    

    


    
      	
               
      

            	
              This
      Agreement shall have a term during the period director serves as an
      director of the Company until such time that he is removed by the board of
      directors by a majority vote or not elected by the next shareholder
      meeting, whichever comes earlier.

            


    

    


    
      	
               
      

            	
              This
      Agreement shall be governed by and construed under the laws of the State
      of Delaware. If any provision of this Agreement shall be invalid or
      unenforceable, this Agreement shall be deemed amended but only to the
      extent required to make it valid and enforceable, and this Agreement as
      thereby amended shall remain in full force and
  effect.

            


    

    


    
      	
               
      

            	
              Arbitration
      is the only and exclusive remedy to the parties for any dispute arising
      from this agreement. The Parties hereby expressly waive the right to any
      jury or non-jury trial and hereby expressly submit to the exclusive
      jurisdiction of an arbitration tribunal under the auspices of the American
      Association in the City of New York with such tribunal composed of three
      arbitrators of which one is selected by each party and the third one
      selected by the two arbitrators already selected respectively by the
      parties. The award of the tribunal shall be exclusive, binding, final and
      enforceable against the parties. In any arbitration arising out of this
      Agreement, the prevailing party shall be entitled to request, and receive
      an amount as and for the reasonable counsel fees and expenses incurred by
      the prevailing party in connection with such action, proceeding, or
      arbitration.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF, the Company and the Director have executed this Agreement
as of the day and year first above written.

    


    


    
      	
              Signed:

            	
              Signed:

            
	 
      	 
      
	
              /s/
      Andrew Mininger

            	
              /S/
      Qiang Fu

            
	 
      	 
      
	
              Name
      in Print: Andrew Mininger

            	
              Name
      in Print: Qiang Fu

            
	
              Title:
      Independent Director

            	
              Title:
      Chairman