fs1123108ex10iii_jinmimi.htm


     

     

    Exhibit
10.3

     

     

    
      MANAGEMENT
CONSULTANCY AGREEMENT

      


      Party
A:      Shenzhen Jinmimi Network Technology Co.
Ltd.

      


      Party
B:       Chuangding Investment Consultant
(Shenzhen) Co., Ltd.

      


      Whereas:

      


      Party A
is a legitimate domestic-funded company incorporated in Shenzhen, (hereinafter
referred to “Shenzhen Jinmimi”) that provides services in the development of
network technology and related services;

      


      Party B
is a legitimate foreign-owned enterprises incorporated in Shenzhen that
provides consultation of investment management services. 

      


      Party A
is a developing stage company, enters into this agreement with Party B to
provide full operating services for its company.

      


      In
accordance with the provisions in relevant [Law of the People’s Republic of
China],  in consideration of the mutual promise of both
parties,  “Party A shall hire Party B  to provide management
consulting service for the cooperation”, Both parties, intending legally to be
bound, agree as follows:

      
        


      

      
        Article
1       Guarantee

      

      


      Prior to
the signing of this agreement, both parties have received Resolution of the
shareholders (Board of shareholders) to sign this Agreement.

      


      Upon the
signing of this agreement, the two parties should provide this Agreement to each
other.

      


      Article
2       Cooperation Items

      


      Whereas,
in order to promote the business development of Shenzhen Jinmimi, Party A shall
hire Party B to provide a full range of consulting, management and operation
services. Party A shall authorize full operational and management rights to
Party B.

      


      Article
3       Cooperation Methods

      


      Party A
shall give full operational and management rights of Shenzhen Jinmimi to Party
B.  According to the actual situation of the company combined with the
market environment, Party B is responsible for strategic planning, program
implementation, market promotion and sale channel building. Any expenses that
associated that with this operating period except the wages of the personnel
will be paid by Party A.

      


      During
the contract period, Party B is responsible to provide customers’
information to Party A. If the company will generate money during the operation
period by Party B, the profits will go to Party B.  If there is no
profit, Party B will not receive any compensation.  In the event if
the loss is due to Party B uses Party A’s resulting in damages, then Party A
cannot ask Party B for any compensation.

       

       

       

      
        
          
          

        

        
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      Article
4       Cooperation
Authorization

      


      In order
to give full operation power to Party B for its professional capabilities,
management independence during the cooperation period, Party A hereby gives
full authority to Party B, including but not limited to:

      


      
        	
                1.  

              	
                The
      company's right to personnel arrangements and the power to system control
      process.

              


      

      


      
        	
                2.  

              	
                Strategic
      planning,  the power to sign contracts with external
      vendors

              


      

      


      
        	
                3.  

              	
                Market
      promotion, the right to choose
partners

              


      

      


      
        	
                4.  

              	
                Product
      design, sales strategy and pricing
power

              


      

      


      Article
5        Tem of Cooperation

      


      The term
of this cooperation agreement is for FIVE years. The effective date shall begin
from December 18, 2008 to December 17, 2013. Upon the terms expires, unless
through mutual agreement of both parties, the contract shall renew automatically
for another five years.

      


      Article
6       Operation Power Transfer and
Management Arrangement

      


      Within
ten days after the effective day of this agreement, Party A shall transfer all
matters of Shenzhen Jinmimi to Party B, including but not limited to the
company’s office space, the company licenses (including business licenses, tax
documents, organization code certificate, permit to open bank accounts etc.),
seals (notary public,, the financial chapter, private seal of the legal
representative, etc.), bank accounts, financial information, assets, all
contracts signed by foreign companies and all operating essentials related to
the company.

      


      Party A
shall guarantee all of the above-mentioned essentials of the transfer are true
and complete. Party B shall provide a transfer list to Party A.

      


      After the
completion of the transfer, Party B shall assign specific personnel for the
day-to-day operation of the company, but the company's financial
responsibility will still be assigned by Party A.

      


      Article
7        Party B’s Compensation and
Special Obligations

      


      The
compensation for Party B’s should include: If there are profit gain
during the operating period and  being treated in accordance with
the  company regulations, any post-tax profits
shall  allocate to Party B.  If there are no profit gains,
Party B will not receive any compensation.

      


      During
the operation period by Party B, if Party A shall encounter financial
difficulties, in order to control the company’s business risk, Party B is
obligated to provide funds to Party A.

      


       

      
        
          
          

        

        
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      Article
8       Obligations of Party A

      


      8.1           Upon
the signing of this contract, Party A should submit to Party B the Shareholders
Resolution which granted that “The Company entrusted Party B for the
operation of the Company. Party B shall receive profits that generated
during the operation period.”

      


      8.2           After
the operating power has transferred to Party B and during the operating period,
Party A shall not interfere with the independent decision-making, the
implementation of specific matters of Party B.  At the same time,
Party A shall ensure that their investors (shareholders) in will not exercise
the corresponding rights upon the execution of the contract period.

      


      8.3           Party
A must strictly abide by this contract, except regulated by law or contract
matter, Party A cannot terminate or dissolve this agreement
unilaterally.

      


      8.4           Party
A shall give approval to any reasonable and normal costs that generated during
this operating period.

      


      8.5           During
the execution of this contract, Party A shall guarantee there will not
be any internal change of its investors (shareholders), or other violations of
the liabilities incurred by the investors (shareholder) which subjected the
company for auction. If the results of such impact on the operation of the
Party B, Party A will be responsible for the coordination of damage control, and
bear the costs.  If the result caused Party B ceased to operate, Party
B needs to be compensated for expected losses.

      


      Article
9       Obligations of Party B

      


      9.1           During
the operating period, Party B should adhere to the principal of “diligence,
legitimate business and cost control”.

      


      9.2           During
the execution period, Party B is not allowed to use the name of Party A and the
name of Shenzhen Jinmimi in the operation of any unrelated acts, in particular,
using the name of Shenzhen Jinmimi to acquire loans or debt guarantees to
others. In the event of operational needs, Party B must obtain prior approvals
of the shareholders.

      


      9.3           Party
B should report to Party A on corporate strategy planning, implementation of
plans and record of programs.  If Party A needs information on
the operation of the company, Party B has to disclose truthfully.

      


      9.4           During
the operating period, Party B must present itself in an “honest and
legitimate business operation and reasonable cost control”
manner.  Party B shall submit the company's quarterly financial budget
and financial statements to Party A. At the year end, upon Party A’s request,
Party B shall submit the year-end audit report and its financial situation to
Party A. For any violation of audit information, Party B has to
assume financial responsibility.

       

       

      
        
          
          

        

        
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      9.5           During
the operating period, Party B must abide by national laws, regulations of
the articles of incorporation and should not engage in any illegal
activities.  Otherwise, Party B shall reimburse any loss to Party
A.

      


      Article
10     Breach of Contract

      


      No
parties shall oppose or dissolve this contract. Otherwise, the default party
shall bear the losses of the non breaching party.

      


      Article
11     Conflicts and Resolution

      


      During
the execution process, the two parties have to negotiate and settle any
outstanding issues.

      


      Any
disputes arise out of this Agreement shall be submitted and resolved by Shenzhen
court proceedings according to the Chinese law.

      


      Article
12     Miscellaneous

      


      This
contract shall be effective from the date when both parties stamp and sign the
agreement.  This agreement is in quadruplicate, each party has two
copies.

      


      Party
A:         Shenzhen Jinmimi Network
Technology Co. Ltd.

      


      Party
B:          Chuangding
Investment Consultant (Shenzhen) Co. Ltd.

      


      Date of
signature:  December 18, 2008

      Place of
signature:   Shenzhen, China

       

       

       

       

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