ex10-8.htm


    Exhibit
10.8

     

    CONSULTING
AGREEMENT

    


    THIS
CONSULTING AGREEMENT (the “Agreement”) is entered into on July __, 2008, to be
effective as of  November 29, 2007 (the “Effective Date”), by and
between Mopie (BVI) Limited, a British Virgin Islands company, with its business
address located at P.O. Box 146, Road Town, Tortola, British Virgin Islands and
its subsidiaries (the “Company”); and Private Capital Group (BVI) Limited a
British Virgin Island company, having its Hong Kong business mailing address
located at Suite 4703, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong (the
“Consultant”), each a “Party,” and collectively the “Parties”.

    


    W I T N E S S E T H:

    


    WHEREAS, the Parties
previously entered into a Letter Agreement on or around October 9, 2007 (the
“Prior Agreement”);

    


    WHEREAS, the Consultant was
previously issued 800,000 shares of the Company’s ordinary shares on or around
November 29, 2007 (the “Shares”) in consideration for the Consultant forming the
Company and paying certain expenses on the Company’s behalf, which Shares were
fully paid, validly issued and non-assessable upon their issuance;

    


    WHEREAS, the Parties desire to
enter into this Agreement to set forth the terms and conditions pursuant to
which the Consultant will agree to perform consulting services on behalf of the
Company; and

    


    NOW, THEREFORE, in
consideration for the promises and pledges contained below and other good and
valuable consideration, which consideration the Parties acknowledge receipt of,
and the premises and the mutual covenants, agreements, and considerations herein
contained, the Parties hereto agree as follows:

    


    ARTICLE
1: SCOPE OF WORK

    


    
      	
              1.1

            	
              Services. The Company
      has engaged the Consultant to provide services in connection with the
      Company’s business.  The Consultant shall serve as a business
      advisor to the Company and render such services as may be reasonably
      requested by the Company including, without limitation to strategic
      planning, merger, acquisition possibilities and business development
      activities of the Company in order to assist the Company in attempting to
      formulate the best strategy to meet the Company’s marketing
      needs.

            


    

     

    


    
      	
              1.2

            	
              Confidentiality.  In
      order for the Consultant to perform the consulting services, it may be
      necessary for the Company to provide the Consultant with “Confidential
      Information” regarding the Company’s business and services.  The
      Company will rely heavily upon the Consultant’s integrity and prudent
      judgment to use this Confidential Information only in the best interests
      of the Company and to keep such information confidential, which
      confidentiality shall survive the termination of this
      Agreement.

            


    

     

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ARTICLE
2: COMPENSATION FOR CONSULTING SERVICES

    


    
      	
              2.1

            	
              Compensation.  The
      Company has agreed to compensate the Consultant with two hundred thousand
      dollars ($200,000 USD) in a lump sum due upon the Company completing a
      listing on the Over-The-Counter Bulletin Board
  (“OTCBB”).

            


    

     

    


    
      	
              2.2

            	
              The
      Company shall pay to the Consultant the amount of two thousand five
      hundred US dollars ($2,500.00 USD) per month for services rendered to the
      Company under this Agreement payable in advance on the 1st
      of every month.

            


    

     

    


    
      	
              2.3

            	
              In
      the event that the Company completes any Transaction involving the amount
      of two million dollars ($2,000,000.00 USD) or more, then the Company
      agrees to raise the amount of the monthly retainer fee to seven thousand
      five hundred dollars ($7,500.00 USD) upon closing, payable monthly in
      advance on the 1st
      of every month until the completion of the term of this
      Agreement.

            


    

     

    


    
      	
              2.4

            	
              The
      Consultant has also agreed to cancel 300,000 of the Shares which it holds
      in the Company in connection with the Parties’ entry into this Agreement,
      effective as of the Effective Date, the result of which will be that the
      Consultant holds 500,000 of the Company’s ordinary shares following the
      Effective Date of this Agreement.

            


    

     

    


    ARTICLE
3: TERM AND TERMINATION

    


    
      	
              3.1

            	
              Term.  This
      Agreement shall be effective as of the Effective Date; however, no
      payments shall be due from the Company (pursuant to Article 2 above) until
      August 1, 2008 (and continuing forward) and the Agreement shall continue
      in full force and effect until July 31, 2011.  The Company and
      the Consultant may negotiate to extend the term of this Agreement and the
      terms and conditions under which the relationship shall
      continue.

            


    

     

    


    
      	
              3.2

            	
              Termination.  This
      Agreement and the Consultant’s engagement hereunder shall not be
      terminated by the Company under any circumstances nor for any reason
      whatsoever, unless the Consultant has conducted gross negligence or
      willful misconduct against the Company. The Agreement may be terminated by
      the Consultant upon the Company’s gross negligence or willful misconduct
      and/or upon the mutual consent of the
Parties.

            


    

     

    


    ARTICLE
4: CONFIDENTIAL INFORMATION

    


    
      	
              4.1

            	
              Obligation of
      Confidentiality.  In performing consulting services under
      this Agreement, the Consultant may be exposed to and will be required to
      use certain “Confidential Information” of the Company.  The
      Consultant agrees that the Consultant will not and the Consultant’s
      employees, agents or representatives will not use, directly or indirectly,
      such Confidential Information for the benefit of any person, entity or
      organization other than the Company, or disclose such Confidential
      Information without the written authorization of the CEO of the Company,
      either during or after the term of this Agreement, for as long as such
      information retains the characteristics of Confidential
      Information.

            


    

     

    


    ARTICLE
5: GENERAL PROVISIONS

     

     

     

     

    
      
        
        

      

      
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                5.1

              	Construction of
      Terms.  If any provision of this Agreement is held
      unenforceable by a court of competent jurisdiction, that provision shall
      be severed and shall not affect the validity or enforceability of the
      remaining provisions.


      

       

       

    

    
      	
              5.2

            	
              Governing
      Law.  This Agreement shall be governed by and construed
      in accordance with the internal laws of the State of New York,
      USA.

            


    

    
 

    
      	
              5.3

            	
              Complete
      Agreement.  This Agreement constitutes the complete
      agreement and sets forth the entire understanding and agreement of the
      parties as to the subject matter of this Agreement and supersedes all
      prior discussions, agreements (including, but not limited to the Prior
      Agreement) and understandings in respect to the subject of this Agreement,
      whether written or oral.

            


    

     

    


    
      	
              5.4

            	
              Modification.  No
      modification or attempted waiver of this Agreement, or any provision
      thereof, shall be valid unless agreed by both parties in
      writing.

            


    

     

    


    
      	
              5.5

            	
              Effect of Facsimile and
      Photocopied Signatures. This Agreement may be executed in several
      counterparts, each of which is an original.  It shall not be
      necessary in making proof of this Agreement or any counterpart hereof to
      produce or account for any of the other counterparts.  A copy of
      this Agreement signed by one Party and faxed to another Party shall be
      deemed to have been executed and delivered by the signing Party as though
      an original.  A photocopy of this Agreement shall be effective
      as an original for all purposes.

            


    

     

    


    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective
as of the Effective Date first written above.

    


    


    MOPIE
(BVI) LIMITED

    


    


    By: /s/ Tan Kee Chen

    Name: Tan
Kee Chen

    Title:
CEO, Director

    


    


    


    PRIVATE
CAPITAL GROUP (BVI) LIMITED

    


    


    


    By: /s/ Michael Wainstein

    Name:
Michael Wainstein

    Title:
Director


    


    
      
        
        

      

      
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