Unassociated Document


     

     

    INVESTOR
      RELATIONS CONSULTING AGREEMENT 

     

    THIS
      CONSULTING AGREEMENT (“Agreement”) is made this 23rd day of July, 2007, by and
      between DELI SOLAR (USA) Inc. (OTC: DLSL), a Nevada Corporation (hereinafter
      referred to as the “Company” or “DLSL”), and Hayden Communications
      International, Inc., a Florida Corporation (hereinafter referred collectively
      as
      the “Consultant” or “HCI”). 

     

    EXPLANATORY
      STATEMENT

     

    The
      Consultant affirms that it has successfully demonstrated financial and public
      relations consulting expertise, and possesses valuable knowledge, and experience
      in the areas of business finance and corporate investor/public relations. The
      Company believes that the Consultant’s knowledge, expertise and experience would
      benefit the Company, and the Company desires to retain the Consultant to perform
      consulting services for the Company under this Agreement. 

     

    NOW,
      THEREFORE, in consideration of their mutual agreements and covenants contained
      herein, and for other valuable consideration, the receipt and sufficiency of
      which is hereby acknowledged, and in further consideration of the affixation
      by
      the parties of their respective signatures below, the parties agree as follows:
      

     

    I.
      CONSULTING
      SERVICES

     

    1.1
      HCI
      agrees that for a period of twelve (12) months commencing July 23, 2007, the
      Consultant will reasonably be available during regular business hours to advise,
      counsel and inform designated officers and employees of the Company about the
      various industries and businesses in which DLSL is engaged, financial
      markets and exchanges, competitors, business acquisitions and other aspects
      of
      or concerning the Company’s business about which HCI has knowledge or expertise.


     

    1.2
      HCI
      shall render services to the Company as an independent contractor, and not
      as an
      employee. All services rendered by HCI on behalf of the Company shall be
      performed to the best of HCI’s ability in concert with the overall business plan
      of the Company and the goals and objectives of the Company’s management and
      Board of Directors. 

     

    II.
      SCOPE
      OF SERVICES/PROGRAMS/ACTIVITIES 

     

    HCI
      International, Inc. (HCI) will develop, implement, and maintain an ongoing
      stock
      market support system for “DLSL” with the general objective of expanding
      awareness in “DLSL” among stockbrokers, analysts, micro-cap portfolio/fund
      managers, market makers, and the appropriate financial & trade publications.


     

    1.
      PROFESSIONAL INVESTMENT COMMUNITY AWARENESS 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
            	
              A.

            	
              Introductions
                to professionals at select firms, with a focus on members of the
                Financial
                Community in various geographic regions, both in the United States,
                Europe
                and Asia. The targeted group of professionals, which would be drawn
                from
                our proprietary database of contacts which will be a subset
                of
                the following: 

            


    

    
      	
            	1.	
              Over
                15,000 Equity Brokers 

            


      	 	2.	Over 15 Investment Banking Partners
              Focused on
              the Asian markets 


      	 	3.	Over 800 Analysts (Buy and Sell Side
              - both
              generalists and industry specialists)


      	 	4.	Over 6,500 Micro-Cap Portfolio/Hedge
              Fund
              Managers 


      	 	5.	Over 120 Market Makers (both retail
              and
              wholesale)


      	 	6.	Financial, Trade and Industry Publications
              


    

    
      	
            	
              B.

            	
              Introductions
                to an expanded group of fund managers and analysts (buy and sell
                side)
                beyond our database through the utilization of both Big Dough subscription
                service and other on-line tools such as StreetWise, etc.
                

            


    

    
      	
            	
              C.

            	
              Introductions
                to High Net-Worth accredited investors who build positions in micro-cap
                companies and are familiar with other quality companies, which HCI
                currently and previously
                represented. 

            


    

    
      	
            	
              D.

            	
              Broker
                conference calls/meetings arranged by HCI in select cities (and at
                compatible times) with top management at “DLSL”. Cities which are part of
                our road show agenda during a full year program include New York,
                New
                Jersey, Connecticut, Boston, Dallas, Phoenix/Scottsdale, Chicago,
                Cleveland, Southern California, San Francisco, and other select cities.
                

            


    

    
      	
            	
              E.

            	
              Road
                Show assistance in China for investors who are looking to see the
                Company’s facilities and customer
                installations.

            


    

    
      	
            	
              F.

            	
              All
                interested parties will be continually updated of Client’s progress via
                phone conversations and through our fax/e-mail list for news releases.
                

            


    

    
      	
            	
              G.

            	
              Featuring
                DLSL in future editions of the HCI International Newsletter which
                is
                distributed to over 7,500 professional and high-net worth investors
                on a
                quarterly basis. Each feature includes a summary of each respective
                client’s recent operating activities along with insightful industry
                commentary to help investors embrace the investment opportunity and
                thesis. HCI does not provide specific investment recommendations
                or advice
                but rather the facts by utilizing public information for its publication.
                

            


      	 	H. 	Featuring DLSL on the www.HCInternational.net
              website. 


      	 	I. 	HCI will screen all investment firms
              for
              upcoming financial conferences, which would be appropriate for “DLSL”. HCI
              will work through the proper channels with the goal of receiving
              invitations for management to present at those relevant conferences.
              


    

     

    2.
      SHAREHOLDER COMMUNICATIONS  

     

    
      	
            	
              A.

            	
              Understand
                the financials and all operating metrics of the company in detail,
                facilitating interactions with new and current investors and articulating
                the necessary information to assist professionals in completing their
                due
                diligence. This will allow management more time to execute against
                its
                business plan. 

            


      	 	B.	Handle investor requests for timely
              information via the telephone and e-mail. HCI will have a knowledgeable
              associate available during market hours to field and respond to all
              investor inquiries and update the shareholder database accordingly.
              This
              is a time intensive service that allows management to focus on executing
              while showing the company is shareholder friendly and proactive in
              its
              communication efforts. 


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	C.	Contact shareholders on a quarterly
              basis and
              gather perception feedback on their views of how the business is evolving
              and management’s execution relative to expectations. Open dialogue, expand
              and update database and keep key investors informed once material
              developments are reported 


      	 	D.	Quarterly Conference Calls to accompany
              the
              earnings release. HCI will assist with scripting these calls and
              monitoring the continuity to ensure a smooth roll-out for investors.
              These
              will be especially important as these will represent some of the first
              interactions between the Company and a broader investor audience.
              


    

     

    3. MEDIA
      RELATIONS 

      

    Financial
      Newsletter and Business Publication campaign. HCI will work with our contacts
      that include financial newsletters to solicit coverage for a “Buy
      Recommendation” for “DLSL”. The business publications we have relationships with
      include Business Week, Fortune, Investors Business Daily, Wall Street Journal,
      among others. The Financial Newsletters we target have a paid subscription
      base
      of investors focused mainly on micro cap stocks and do not solicit compensation
      for coverage. A “Buy Recommendation” can produce a great deal of new investor
      interest and lends third party support and opinion. HCI has been able to achieve
      “Buy Recommendations” for former and current clients in: The Kon-Lin letter, The
      Conservative Speculator, Dick Davis Digest, George Southerland’s Special
      Investment Situations, The Patient Investor, and the Motley Fool. Other
      publications we have worked with and will introduce “DLSL” to include: The Red
      Chip Review, Investor’s Digest, The Quiet Investor, Acker Letter, High-Growth
      Newsletter, Bullish Investor, Low-Priced Stocks, and the Micro-Stock Digest.
      

     

    4.
      THE FINANCIAL PRESS

     

    
      	
            	
              A.

            	
              HCI
                will assist senior management to draft and complete press releases
                on all
                material events as deemed by the Company. Management and corporate
                counsel
                will approve all releases before they are sent to the wire.
                

            


      	 	B. 	At company’s discretion, HCI will disseminate
              news releases through a Broadcast Fax and/or electronic mail (e-mail)
              to
              our established database of financial professionals including: special
              situation analysts, brokers, fund managers, individual investors, money
              managers, and current or prospective individual shareholders who are
              already invested or have expressed an interest in “DLSL”.
              


    

     

    5.
      PUBLIC MARKET INSIGHT and EDUCATION is
      utilized to assist senior management, specifically the CEO and CFO, in
      understanding the life cycle of the financial markets and how “DLSL” is impacted
      directly and indirectly by different variables. The Team at HCI leverages its
      collective expertise gained through representing over 200 public companies,
      while also working on the “buy” and “sell” side to help our clients understand
      expectations, valuations, perceptions, and investment methodologies utilized
      by
      investment professionals. We believe this consulting aspect of our business
      is
      extremely valuable for management to optimize key opportunities and to avoid
      pitfalls. We will also take a key role in introducing and interview in concert
      with management applicable investment banking partners to facilitate potential
      capital raises. 

     

    
      
        
        

      

      
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    III.
      AGENDA
      

     

    
      	
            	
              A.

            	
              Establish
                a time line of expected corporate events. (ongoing but start with
                next
                three months calendar of events, including potential acquisitions,
                earnings for conference calls, new product introductions,
                etc.).

            


      	 	B. 	Create a two-page Corporate
              Profile, which
              clearly articulates “DLSL” current business and financial position, as
              well as its strategy for future growth.  


      	 	C. 	Include “DLSL” in a new client feature as well
              as future editions of the HCI Client Newsletter. 


      	 	D.	Include a corporate overview of “DLSL” on the
              HCI website - www.HCInternational.net.  


      	 	E.	Update/and or create the corporate
              PowerPoint
              presentation utilizing our preferred format. HCI will continue to gather
              feedback from conversations and meetings to improve and update PPT
              on a
              quarterly basis.


      	 	F. 	Assist and provide input for all corporate
              press releases including creation and revision. We will assist by
              providing additional fact finding and other market research if necessary
              which will help the context and delivery of the message.
              


      	 	G.	Update and conduct perception study
              with
              current and future shareholders to better understand current and future
              expectations. This information will be utilized in earnings conference
              calls to ensure the company is proactive and prudent in setting the
              correct bar for investors to measure performance.



      	 	H.	Incorporate feedback and key concepts
              into
              prepared remarks for the quarterly conference calls/develop script.
              Develop a list of most likely asked Questions during Q&A. Schedule the
              call, including webcast and generate a press release to notify
              shareholders of conference call (it should be released at least 7 days
              prior to call date). 


      	 	I.	Target brokers, micro-cap fund managers,
              and
              Buy and Sell Side Analysts which follow companies with a similar profile
              to “DLSL”, setting up one-on-one meetings and/or conference calls. We will
              seed several key markets and schedule both formal road shows and meetings
              in accordance with management’s travel schedule. The preferred time to be
              on the road is just after earnings are released through the end of
              the
              current quarter. In addition, we will host and facilitate Road Shows
              with
              US, International and China base investors at the Company’s facilities on
              a pre-planned and organized basis. HCI will schedule 1 organized Road
              Show
              per quarter. 


      	 	J. 	HCI will introduce “DLSL” to a minimum of the
              following professionals during the coming year:



    

    
      	 	l	250 Fund Managers/Sell-Side
              Analysts


      	 	l	250 Brokers (retail and institutional)
              who
              specialize in Small/Micro-Cap Stocks 


      	 	l	15 Sell-Side Analysts who are covering
              Emerging Markets/China, with goal of receiving coverage from at least
              2
              firms during our initial contract period 


      	 	l	250 High Net Worth Investors who take
              positions in Small/Micro-Cap Companies 


      	 	l	In addition to the 7,500 investors
              who receive
              our newsletter each quarter 


    

    
      	 	K. 	A detailed description of each contact
              will be
              provided prior to the meeting. During the meetings and/or conference
              calls
              a member of HCI will be available to facilitate the correspondence
              and
              assist with due diligence. Management will be provided with a summary
              of
              feedback including HCI’s suggestions for improvements on both the context
              and delivery of the company’s story. 


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	L. 	If fund raising becomes a goal - introduce
              suitable investment bankers, facilitate initial due diligence and
              corporate site visits. Assist management to interview and evaluate
              each
              firms’ capabilities compared to DLSL’s goals to ensure the correct
              decision is made. 


      	 	M. 	Maintain and update the database to
              ensure
              that all press releases are faxed and/or e-mailed to all interested
              professionals. This includes inputting all notes to keep track of all
              investor correspondence and reminder calls to all investor prior to
              earnings conference calls. (ongoing) 


      	 	N.	Respond to all investor requests and
              calls in
              a timely manner to facilitate the distribution of corporate information.
              Focus on educating shareholders, with the premise that an informed
              investor will become a longer term investor. (ongoing)
              


      	 	O.	Provide
              valuable consulting services to “DLSL.” This would relate to educating
              senior management on how various actions could be both perceived and
              impact the public market. If necessary, HCI can be helpful in analyzing
              perspective acquisitions and financing needs and make key introductions
              where necessary. 


      	 	P.	Target investment and brokerage firms
              who hold
              conferences which would be applicable for “DLSL”. Establish a goal of
              having management present in at least 2 conferences during the coming
              year. 


      	 	Q.	Target newsletter editors and publishers
              for a
              “Buy Recommendation”. Focus on receiving at least 4 articles from various
              Business Publications for appropriate stories on “DLSL” products,
              competitive advantage and value proposition to
              investors. 


      	 	R. 	Schedule additional in house broker
              meetings/conference calls in select cities, expanding the targeted
              investor group as liquidity improves and the company reports growth
              in
              revenues and earnings. 


      	 	S.	Provide progress reports to senior
              management
              when appropriate. Evaluate achievements after the first 180 days and
              make
              changes where necessary. 


    

     

    Many
      of
      the above items will occur simultaneously but certain items will have
      chronological priority over others. As “DLSL” grows, we will recommend changes
      to the Agenda that compliment this growth. As the company continues to execute
      its strategic plan by winning new business and expanding its base of customers
      we will target an expanded universe of institutional investors. At each stage
      of
      growth, the appropriate approach to the market will be incorporated into the
      agenda for optimal results. 

     

    Assuming
      that management’s efforts are leading ultimately to success and greater
      profitability, the end results of this financial communication and awareness
      campaign should be: 

     

    *
      An
      increase in the number of financial professionals (including brokers,
      institutions and analysts) and individual
      investors well educated and knowledgeable about “DLSL”: including senior
      management, the
      company’s products, as well as the current financial condition and growth
      opportunities. 

    *
      An
      increase in the number of articles printed in both trade and financial
      publications. 

    *
      An
      increase in the liquidity of the common stock. 

    *
      An
      increase in “DLSL” market capitalization coupled with a broader, more diverse
      shareholder base. 

    *
      Suitable and better access to the capital markets, which will facilitate future
      acquisitions and working capital needs. 

     

    
      
        
        

      

      
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    IV.
      TERM
      

     

    This
      agreement shall remain in effect for a period commencing on the signature date
      and expires twelve months (365 days) from signing date. After the initial six
      months, the Client has the right to terminate this agreement any time during
      the
      contractual period and/or any extension periods after the initial contractual
      period with a 30 day prior written notice. 

     

    V. COMPENSATION

     

    Regarding
      compensation, it is our intention to propose parameters that are mutually
      acceptable to both “DLSL” and HCI in order to accomplish our collective mission.
      Based on a commitment of resources necessary to perform successfully on behalf
      of “DLSL” for a period of 12 months, HCI International, Inc. proposes the
      following compensation terms: 

     

    Cash
      and Equity

     

    
      	 	A.	Monthly consulting and services fee
              of $8,500
              per month payable on July 23, 2007 and the 23rd
              of
              each successive month. 


      	 	B. 	Equity: 175,000 warrants to purchase
              common
              stock with an exercise price of $2.40 per share. The warrants will
              carry a
              term of three years from the date of vesting. 87,500 warrants will
              vest at
              the six month anniversary and 87,500 warrants will vest on July 23,
              2008.
              The warrants will carry a cashless exercise provision, in addition
              to
              piggyback rights for the underlying common shares to be included in
              the
              Company’s next registration statement filed with the Securities and
              Exchange Commission. The Company will issue a warrant agreement within
              14
              days after the formal contract is signed. In the event that this agreement
              is terminated prior to the one year anniversary.



    

     

    Expenses:
      Only
      expenses that would ordinarily be incurred by the Client will be billed back
      on
      a monthly basis. Applicable reimbursements would include: creation, printing
      and
      postage for investor packages, fees for news wire services, and fees for
      fax-broadcasting news releases. Any packages requiring additional
      photocopying/printing will be billed back to the Client at cost (with no
      mark-up). Any extraordinary items, such as broker lunch presentations, air
      travel, hotel, ground transportation or media campaigns, etc. shall be paid
      by
      the Client, only with Client authorization prior to incurring any expenses.
      

     

    VI.
      Prior
      Restriction 

     

    HCI
      represents to the Company that it is not subject to, or bound by, any agreement
      which sets forth or contains any
      provision,
      the
      existence or enforcement of which would in any way restrict or hinder HCI from
      performing the services on behalf of the Company that HCI is herein agreeing
      to
      perform. 

     

    
      
        
        

      

      
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    VII.
      Assignment
      

     

    This
      Agreement is personal to HCI and may not be assigned in any way by HCI without
      the prior written consent of the Company. Subject to the foregoing, the rights
      and obligations under this Agreement shall inure to the benefit of, and shall
      be
      binding upon, the heirs, legatees, successors and permitted assigns of HCI
      and
      upon the successors and assigns of the Company. 

     

    VIII.
      Confidentiality
      

     

    Except
      as
      required by law or court order, HCI will keep confidential any trade secrets
      or
      confidential or proprietary information of the Company which are now known
      to
      HCI or which hereinafter may become known to HCI and HCI shall not at any time
      directly or indirectly disclose or permit to be disclosed any such information
      to any person, firm, or corporation or other entity, or use the same in any
      way
      other than in connection with the business of the Company and in any case only
      with prior written permission of DLSL. For purposes of this Agreement, “trade
      secrets or confidential or proprietary information” includes information unique
      to or about the Company including but not limited to its business and is not
      known or generally available to the public. 

     

    IX.
      Default

     

    9.1
      Except for a claim or controversy arising under Section 6 of this Agreement,
      any
      claim or controversy arising under any of the provisions of this Agreement
      shall, at the election of either party hereto, be determined by arbitration
      in
      Florida in accordance with the rules of the American Arbitration Association.
      The decision of the Arbitrator shall be binding and conclusive upon the parties.
      Each party shall pay its own costs and expenses in any such arbitration. The
      parties shall share the costs of filing fee for the arbitration and the fees
      of
      the arbitrators equally. 

     

    9.2
      In
      the event that HCI commits any material breach of any provision of this
      Agreement, as determined by the Company in good faith, the Company may, by
      injunctive action, compel HCI to comply with, or restrain HCI from violating,
      such provision, and, in addition, and not in the alternative, the Company shall
      be entitled to declare HCI in default hereunder and to terminate this Agreement
      and any further payments hereunder. 

     

    9.3
      Since
      HCI must at all times rely upon the accuracy and completeness of information
      supplied to it by the Company’s officers, directors, agents, and employees, the
      Company agrees to indemnify, hold harmless, and defend HCI, its officers,
      agents, and employees at the Company’s expense, against any proceeding or suit
      which may arise out of and/or be due to any material misrepresentation in such
      information supplied by the Company to HCI (or any material omission by the
      Company that caused such supplied information to be materially misleading).
      

     

    X.
      Severability
      and Reformation 

     

    If
      any
      provision of this Agreement is held to be illegal, invalid, or unenforceable
      under present or future law, such provision shall be fully severable, and this
      Agreement shall be construed and enforced as if such illegal, invalid or
      unenforceable provision were never a part hereof, and the remaining provisions
      shall remain in full force and shall not be affected by the illegal, invalid,
      or
      unenforceable provision, or by its severance; but in any such event this
      Agreement shall be construed to give effect to the severed provision to the
      extent legally permissible. 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    XI.
      Notices 

    


    Any
      notices required by this Agreement shall (i) be made in writing and delivered
      to
      the party to whom it is addressed by hand delivery, by certified mail, return
      receipt requested, with adequate postage prepaid, or by courier delivery service
      (including major overnight delivery companies such as Federal Express and
      Airborne), (ii) be deemed given when received, and (iii) in the case of the
      Company, be mailed to its principal office at Building 3 No. 28 Feng Tai North
      Road, Beijing, China 100071, and in the case of HCI, be mailed to Hayden
      Communications International, Inc., 7582 Windermere Court, Lake Worth, FL
      33467.

     

    XII.
      Miscellaneous

    


    12.1
      This
      Agreement may not be amended, except by a written instrument signed and
      delivered by each of the parties hereto.

    


    12.2
      This
      Agreement constitutes the entire understanding between the parties hereto with
      respect to the subject matter hereof, and all other agreements relating to
      the
      subject matter hereof are hereby superseded.

    


    
      
        12.3
          This
          Agreement shall be governed by, and construed in accordance with, the laws
          of
          the State of Florida.

      

    

    


    In
      Witness Whereof, the parties have executed this Consulting Agreement as of
      the
      day and year first above written.

    


    AGREED:

     

    

     

    
      
        
        

      

      
        8