Blueprint





  Exhibit 10.8











 



CONSULTING SERVICE AGREEMENT

 



This Consulting Service
Agreement (the
"Agreement") is made effective as of May
1st,
2017 between SeD Development Management, LLC
(“Company”) and MacKenzie Equity Partners, LLC
(“Consultant”).

 



NEW AGREEMENT: This Agreement shall supersede all contracts
of service between the Company and the Consultant (including but
not limited to the Agreement for Consultancy Services and addendums
dated July 1, 2015 and Supplemental Letter to Agreement dated
December 9, 2015); which shall be deemed to have been terminated by
mutual consent of the parties as from the date of this
Agreement.


 



SERVICES, DELIVERABLES: Company hereby engages Consultant
and Consultant hereby agrees to hold himself available on a
full-time basis to render, and to render at the request of the
Company, independent advisory and consulting services attached to
this Agreement as Exhibit A (the "Services"), to the best of his ability,
in compliance with all applicable laws, the Company's Articles of
Incorporation and Bylaws, and the terms and conditions set forth
herein. All Services will be performed solely by Consultant and are
not assignable without Company's written approval.


 



TITLE, REPORTING, WORK HOURS: Consultant, shall report to
the management team of SeD Development Management, LLC or whoever
the Company may further designate Consultant to work with or for
other individuals. Consultant may not engage in outside activities
that are in any conflict with Consultant's work for Company and
Company's interest will take precedence and not be
compromised.


 



TERM: This Agreement will commence on May 1, 2017 and shall
continue until terminated by either party in his sole discretion by
giving the other party, one (1) month’s written notice. In
the event of death, disability, or other incapacity resulting in
the inability of Consultant to perform the duties set forth herein,
this Agreement may be terminated and all compensation due hereunder
shall cease as of the date of death, disability or other
incapacity.


 



LOCATION, TRAVEL, EXPENSES: Consultant shall work from our
office in Bethesda or at any of our project locations and shall
travel as need be to perform the Services. Company shall reimburse
Consultant for travel expenses pre-approved by Company in writing
(email will suffice), and for other pre-approved expenses
reasonably incurred in providing the Services. Payments made to
Consultant shall be made payable to Consultant.


 



COMPENSATION: In full and complete consideration of
Consultant’s satisfactory performance of the Services,
Company will pay Consultant a monthly consultancy fees of USD20,000
payable monthly in arrears commencing from May 1,
2017.


 


Consultant
shall provide an invoice on a monthly basis and Company shall pay
Consultant on a monthly basis. Such compensation shall be payable
without deduction, including no deduction for federal income,
social security, or state income taxes. Consultant shall be
responsible for his own taxes and the Company shall not be held
accountable for any of Consultant’s tax liabilities. All
payments shall be made payable to MacKenzie Equity Partners,
LLC.


 



OWNERSHIP: The Company shall be the sole owner of any and
all results, proceeds and data resulting from the
Services.


 



 

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CONFIDENTIALITY: In performance of the Services, Consultant
may acquire confidential information, specified as confidential by
Company either orally or in writing ("Confidential Information"), and
Consultant agrees that he will not disclose or permit any other
person or entity to disclose any of the Confidential Information to
any other person or entity. Consultant will use the Confidential
Information only for the purpose of performing Services.
Confidential Information shall not include information, if any,
which was or becomes generally available to the public other than
as a result of a disclosure by Consultant or by other persons to
whom Consultant has disclosed the Confidential
Information.


 



INDEPENDENT CONSULTANT RELATIONSHIP: Consultant understands
and agrees that as an independent consultant, Consultant will not
be treated as an employee of the Company. Consultant agrees he is
responsible to pay all applicable taxes on the Compensation and
will have no right to claim or receive any employee benefits
including but not limited to health or life insurance benefits,
worker's compensation and/or unemployment benefits.


 



AUTHORITY: Consultant will have no authority whatsoever to
engage other person or to assume or create any obligation,
liability, or undertake any responsibility whatsoever, express or
implied on behalf of and in the name of the Company or any
affiliate without the specific approval from Mr. Fai Chan, Mr. Moe
Chan or the Company’s designated officer. Such authority
shall be in writing or email will suffice.


 



INDEMNITY: Consultant and Company each indemnify the other
against all claims, actions, liability and expenses (including
court costs and reasonable attorney's fees) resulting from a
party's breach of this Agreement. In no event shall either party be
liable for any incidental or consequential damages, whether
foreseeable or not, occasioned by any breach of any obligation
under this Agreement, whether based on negligence or
otherwise.


 



GOVERNING LAW: This Agreement
is governed by the internal laws of the state of Maryland without
reference to conflict of laws. Consultant and Company consent to
the jurisdiction of the courts to the state of
Maryland.


 



MISCELLANEOUS: This Agreement contains the entire
understanding of the parties and supersedes all prior written or
oral understandings relating to the Services. This Agreement can be
amended or modified only in a written document signed by both
parties. All notices hereunder shall be in writing and delivered by
an email which must be confirmed by the other party as received or
overnight delivery service to the receiving party at its address
set forth below:


 



Company: 4800 Montgomery Lane, Suite 210, Bethesda,
Maryland 20814


 



Consultant: 312 Third Street, Suite 101, Annapolis, MD
21403


 



IN WITNESS WHEREOF Consultant and Company have executed this
Agreement as of the date first written above.


 



CONSULTANT:


By:
MacKenzie Equity Partners, LLC


 



/s/ Charles W.S. MacKenzie


Name: Charles
W.S. MacKenzie


Passport
No.


 



COMPANY:


 


 


By:
/s/ Chan Tung
Moe


Name:
Chan Tung Moe


For and
on behalf of SeD Development Management, LLC.


 




 

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Exhibit A



(the "Services")


 


 


Your
services will include (but not be limited) to the following
–


 


 




(1)

Acting as a
strategic advisor for U.S. real estate assets (“U.S. RE Assets”) to the Company
and its’ officers and majority owner of the Company’s
network of businesses.






 




(2)

Communicating with,
managing and assessing the senior management in the Company’s
network of businesses that relate to U.S. RE Assets.






 




(3)

Advising on the
management of U.S. RE Assets, including sourcing opportunities,
leading and management the real estate development, advising on
cash requirements and investment of the cash into
opportunities.






 




(4)

Assisting the
development and management of the Company’s network of
businesses that relate to U.S. RE Assets as requested.






 




(5)

Attend progress
meetings in addition to any other tasks relevant to management of
the projects.






 




(6)

Manage partners,
buyers, general contractors, subcontractors and vendors throughout
the development process.






 




(7)

Ensure adherence to
project budgets and schedules.






 




(8)

Develop and review
cash flows and rigorous management of budgets.






 




(9)

Run sensitivity
analyses on various scenarios.






 




(10)

Analyze the overall
viability of new projects.






 




(11)

Assist in due
diligence of a project.






 




(12)

Summarize and
develop a “package” for internal review / approval for
potential investors.






 




(13)

Provide frequent
reports on project status and progress.






 




(14)

Conduct fund
raising activities, such as procuring loans from financial
institutions, conducting presentations and road shows, and
performing other investor activities.






 




(15)

Perform any actions
necessary towards a listing of the Company and / or its
affiliates.






 




(16)

Other projects
related to the Company or SeD as may be assigned to
you.






 


 




 

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