chda8k20100427ex10-a.htm


    
      

      

    

    SERVICE
AGREEMENT

    


    This
Service Agreement (“Agreement”) is entered into as of the 28st day of April,
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 Shaogiu Xia, having an address at c/o ZQ  Power,
Harbin, China (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.

            


    

    


    
      	
              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, an annual retainer (“the
      Retainer”) consisting of 10,000RMB cash per
  year.

            


    

     

    
      	
               
      

            	
              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. 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/
      Shaoqiu Xia

            	
              /s/
      Qiang Fu

            
	 
      	 
      
	
              Name
      in Print: Shaoqiu Xia

            	
              Name
      in Print: Qiang Fu

            
	
              Title:
      Independent Director

            	
              Title:
      Chairman