Henry County Plywood Corporation: Exhibit 10.3 - Prepared by TNT
Filings Inc.




  


Exhibit 10.3





(English Summary)


Consulting Services
Agreement


The Consulting Services
Agreement is entered into as of January 1, 2005 between Organic Region Group Limited, a limited company
incorporated under the laws of British Virgin Island, which has the expertise
in the business of fruit planting and trading (the “Party A”) and Mr. Luo Xiong
(the “Party B”), an individual in Guangzhou, China, who is engaged in the fruit
plant and trade business.


The Parties agree as
follows:


	
 

	
 

	
 

	
 


	
1

	
Retention
 and Scope of Service


	
 

	
 

	
 

	
 


	
1.1

	
Party B agrees to retain
 the services of Party A, and Party A accepts such appointment to provide
 services with respect to the current and proposed operations of Party B’s
 business in the PRC upon the terms and conditions of this Agreement. The
 services subject to this Agreement shall include, without limitation:


	
 

	
 


	
 

	
a)

	
General Business
 Operation. Advice and assistance relating to development of technology and
 provision of consultancy services, particularly as related to travel
 services.


	
 

	
 

	
 


	
 

	
b)

	
Human Resources.


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
Advice and assistance in
 relation to the staffing of Party B, including assistance in the recruitment,
 employment and secondment of management personnel, administrative personnel
 and staff of Party B;


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
Training of management,
 staff and administrative personnel;


	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
Assistance in the
 development of sound payroll administrative controls in Party B;


	
 

	
 

	
 

	
 


	
 

	
 

	
(iv)

	
Advice and assistance in
 the relocation of management and staff of Party B;


	
 

	
 

	
 

	
 


	
 

	
c)

	
Research and Development


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
Advice and assistance in
 relation to research and development of Party B;


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
Advice and assistance in
 fruit planting and trading; and


	
 

	
 

	
 

	
 


	
 

	
d)

	
Others. Such other advice
 and assistance as may be agreed upon by the Parties.









 

	
 

	
 

	
 

	
 


	
1.2

	
Exclusive Services
 Provider. During the term of this Agreement, Party A will be the exclusive
 provider of the Services. Party B shall not seek or accept similar services
 from other providers unless the prior written approval is obtained from Party
 A.


	
 

	
 

	
 

	
 


	
1.3

	
Intellectual Properties
 Related to the Services. Party A shall own all intellectual property rights developed
 or discovered through research and development, in the course of providing
 services, or derived from the provision of the Services. Party B may use any
 intellectual property when concludes a separate agreement with Party A. Party
 B is authorized to use Party A’s name in normal business.


	
 

	
 


	
1.4

	
Pledge. Party B shall
 permit and cause Party B’s shareholders to pledge the equity interests of
 Party B to Party A for securing the Fee that should be paid by Party B
 pursuant to this Agreement.


	
 

	
 

	
 

	
 


	
2

	
Payment.


	
 

	
 

	
 

	
 


	
2.1

	
General.


	
 

	
 

	
 

	
 


	
 

	
a)

	
Party B shall pay to
 Party A during the term of this Agreement a consulting services fee (the “Consulting
 Services Fee”), payable in RMB each quarter, equal to all of its revenue for
 such quarter based on the quarterly financial statements provided under
 Clause 4.1 below. Such quarterly payment shall be made within 15 days after
 receipt by Party A of the financial statements referenced above.


	
 

	
 

	
 

	
 


	
 

	
b)

	
Party B will permit Party
 A, with ten days notice, to conduct periodic audits of books and records of
 Party B and examine and make copies of and abstracts from the books and
 records under the Party B’s control.


	
 

	
 

	
 

	
 


	
2.2

	
Without Party A’s written
 consent, Party B shall not set off any amount it may claim is owed to it By
 Party A against any Consulting Services Fee payable to Party A.


	
 

	
 

	
 

	
 


	
2.3

	
The Consulting Services
 Fee shall be paid in RMB by telegraphic transfer to account designated by
 Party A.


	
 

	
 

	
 

	
 


	
2.4

	
If Party B fails to pay
 all or any part of the Consulting Services Fee, Party B shall pay the
 interest in RMB on the amount overdue based on the 3 month lending rate for
 RMB announced by the Bank of China on the relevant due date.


	
 

	
 

	
 

	
 


	
2.5

	
All the payments made by
 Party B shall be made free and clear of and without deduction for or on
 account of tax, unless otherwise required.


	
 

	
 

	
 

	
 


	
3

	
Further
 Terms of Cooperation


	
 

	
 

	
 

	
 


	
          All
 business revenue of Party B shall be directed in full by Party B into a bank
 account(s) designated by Party A.





2



 

	
 

	
 

	
 

	
 


	
4

	
Undertakings
 of Party A


	
 

	
 


	
4.1

	
Party B will furnish to
 Party A: a) preliminary income statements and balance sheets of Party B
 within 5 days of the end of each calendar month; b) final monthly reports
 within 10 days after the end of each calendar month; c) quarterly reports
 within 45 days after each quarterly date; d) annual audited accounts within 6
 months of the end of the financial year; e) budgets within 90 days before the
 first day of each financial year; f) notice of litigation promptly and g)
 other information as Party A may reasonably request from time to time.


	
 

	
 


	
4.2

	
Party B shall keep proper
 books of record and account in which full, true and correct entries in
 conformity with generally accepted accounting principles in the PRC and all
 requirements of law shall be made of all dealings and transactions in its
 business and activities. Party B shall permit officers and designated
 representative of Party A to examine the books of record and account of Party
 B.


	
 

	
 


	
4.3

	
Party B will do or cause
 to be done, all thins necessary to preserve and keep in full force and effect
 its existence and its material rights, franchises and licenses.


	
 

	
 


	
4.4

	
Party B will comply with
 all applicable laws and restrictions imposed by all governmental bodies, in
 respect of the conduct of its business arid the ownership of its property.


	
 

	
 


	
5

	
Negative
 Covenants


	
 

	
 


	
Party B agrees, during
 the term of this Agreement, without the prior written consent of Party A,
 Party B will not


	
 

	
 

	
 

	
 


	
5.1

	
issue, purchase or redeem
 any equity or debt securities of Party B;


	
 

	
 

	
 

	
 


	
5.2

	
create, incur, assume or
 suffer to exist any lien upon or with respect to any property or assets of
 Party B;


	
 

	
 


	
5.3

	
wind up, liquidated or
 dissolve its affairs or enter into any transaction of merger or
 consolidation, or convey, sell, lease or otherwise dispose of all or any part
 of its property or assets, or purchase or otherwise acquire any party of the
 property or assets of any person;


	
 

	
 


	
5.4

	
declare or pay any
 dividends, or return any capital to its shareholders;


	
 

	
 


	
5.5

	
permit the aggregate
 payments under agreements to rent or lease any real or personal property to
 exceed US$1 million in any fiscal year;


	
 

	
 


	
5.6

	
contract, create, incur,
 assume or suffer to exist any indebtedness;


	
 

	
 


	
5.7

	
lend money or credit or
 make advances to any person, or purchase or acquire any stock, obligations or
 securities of , or any other interest in, or make any capital contribution
 to, any other person;


	
 

	
 


	
5.8

	
enter into any
 transaction or series of related transactions with any affiliate of Party B;





3



 

	
 

	
 

	
 

	
 


	
5.9

	
make any expenditure for
 fixed or capital assets which exceeds in the aggregate for Party B the amount
 of commencing in the fiscal year;


	
 

	
 


	
5.10

	
make any voluntary or
 optional payment or prepayment on or redemption or acquisition for value of
 any existing indebtedness; or amend or permit the amendment of any provision
 of any existing indebtedness or of any agreement relating to any of the
 foregoing; or amend its AOA or business license.


	
 

	
 


	
5.11

	
engage in any business
 other than those types of business prescribed with the business scope of
 Party B’s business license, except with Party A’s prior written consent.


	
 

	
 


	
6

	
Term and
 Termination.


	
 

	
 


	
6.1

	
This Agreement will take
 effect on the date of execution of this Agreement.


	
 

	
 


	
6.2

	
This Agreement may be
 terminated for the reasons 1) material breach of contract, bankruptcy,
 liquidation, dissolution, Party B’s license or approval being terminated; or
 2) by election of Party A with or without reason.


	
 

	
 


	
6.3

	
Any Party electing
 properly to terminate this Agreement shall have no liability to the other
 Party for indemnity, compensation or damages arising solely from the exercise
 of such right.


	
 

	
 


	
7

	
Governing
 Law and Jurisdiction.


	
 

	
 


	
7.1

	
This Agreement is
 governed by and construed in accordance with the laws of PRC.


	
 

	
 


	
7.2

	
If the dispute cannot be settled
 through consultations within 90 days following the date on which the notice for
 consultation is given, the dispute shall be submitted to arbitration in China
 under the auspices of China International Economic and Trade Arbitration
 Commission (“CIETAC”). The Parties shall jointly appoint a qualified
 interpreter for the arbitration proceedings and shall be responsible for
 sharing in equal portions the expense incurred by such appointment. There
 shall be three arbitrators. Unless otherwise provided by the arbitration
 rules of CIETAC, the arbitration proceeding shall be conducted in English.
 The arbitration tribunal shall apply the arbitration rules of the CIETAC in
 effect on the date of the signing of this Agreement.


	
 

	
 


	
8

	
Assignment





          No
part of this Agreement shall be assigned or transferred by either Party without
the prior written consent of the other Party.


	
 

	
 


	
Party A:

 

 Signature or Chop:

 

 Contract Person:

 

 Fax: 

 

 Te;:

	
Party B:

 

 Signature or Chop:

 

 Contract Person:

 

 Fax:

 

 Te;:








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