fs1ex10ii_chinagreen.htm


    Exhibitm
10.2

     

    AGREEMENT
FOR GREENERY CONSULTANCY

     

    THIS
AGREEMENT is made on the 10th day of November 2006. 

     

    BETWEEN:

     

    
      	
              (1)  

            	
              GLORIOUS PIE LIMITED
      (the "Company"),
      a company incorporated with limited liability in" the British
      Virgin Islands having its registered office at Sea Meadow House, Blackbume
      Highway, Road Town, Tortola, British Virgin Islands;
  and

            


    

     

    
      	
              (2)  

            	
              东莞市城区园林绿化工程公司 (the "Client"), a company incorporated [with limited
      liability] under the laws of the PRC (as defined in Clause 1 below) having
      its registered office at 东莞市城区莞城体育路浩宇大厦7楼.

            


    

    


    WHEREAS:

     

    
      	
              A.

            	
              The
      Company specializes in the provision of greenery consultancy services
      and trading business, inter alia, provision
      or arrangement of personnel
      for landscape and ecological improvement
      projects.

            


    

     

    
      	
              B.

            	
              The
      Client specializes in landscape engineering and ecological improvement-related
      works mainly in Guangdong Province,
PRC.

            


    

     

    
    

    
      	
              C.

            	
              The
      Client has entered and/or shall enter into various agreements with various
      third party end-users (the "End-users") of a
      10-year period from 2006
      to 2016 under which it shall carry out a series of landscaping and ecological
      improvement-related construction works (the "Work") in Guangdong
      Province, PRC (the "Projects" and each of
      them the "Project").

            


    

     

    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    
      	
              D.

            	
              The
      Client agrees to appoint the Company to provide relevant personnel through
      the Service Providers (as defined in Clause 1 below) and relevant greenery
      consultancy services to assist the Client in staffing the Projects (the
      "Services") in
      accordance with a specified Term Sheet (as defined in Clause
      1
hereunder).

            


    

     

    
      	
              E.

            	
              The
      Company 'agrees to carry out and complete the Services in consideration
      of the Client paying to the Representative (as defined in Clause
      1 hereunder) appointed by the Company the sums and in the manner
      as provided in Clause 5 under this
      Agreement.

            


    

     

    
      	
              F.

            	
              The
      Company shall procure the Client and the Service Provider to go into a
      separate agreement as a memorandum to this Agreement, which shall set
      out the terms between the two parties in accordance with this
      

                
                  
                    Agreement
      (the "Separate
      Agreement(s)") in respect of the scope of work.
      The Separate Agreements are governed by and executed
      according to
      the laws of the PRC
      and would only come into effect when the Company
      is declared bankrupt or sued by any party in any
      legal proceedings
      (a "Triggering Event").
      The purpose of signing the Separate
      Agreements is to mitigate the risks of having uncompleted Work. The
      signing of the Separate Agreements do not preclude the Client from claiming
      damages and compensation of loss from the Company while the Company
      is not a party of the Separate
      Agreements.

                  

                

              

            


    

     

    In
consideration of the mutual promises herein contained and the mutual covenants
and agreements set forth herein, the parties hereto agree as
follows;

     

    1.           
DEFINITIONS AND INTERPRETATION

     

    
      	
              1.1  

            	
              For
      the purpose of this Agreement the following words and expressions shall
      have the respective meaning assigned to
them;

            


    

     

    
      	  
      "Agreement"    	means
      this Agreement for Greenery Consultancy
      as originally executed or as it may from time to time be amended or
      supplemented;
	 	 
	  
      "Business Day"   	means a day
      (excluding Saturday, Sunday or
      any day on which a tropical cyclone warning signal no. 8 or above or a
      black rainstorm warning signal is hoisted in Hong Kong at any time between
      9:00 a.m. and 5:00 p.m.) on which banks are generally open for business in
      Hong Kong and the PRC;
	 	 
	   "China"
      or "PRC"      	means the People's
      Republic of China;
	 	 
	  
      "Commencement Date" 	means the date of
      this Agreement;
	 	 
	  
       "Consideration"	means the
      consideration net of any tax or levy
      for the provision of the Services to be specified in the Term sheet for
      each Project and which is to be paid in RMB or any other currency
      acceptable by the party being paid;
	 	 
	  
       "Hong Kong"	means the Hong Kong
      Special Administrative Region of PRC;
	 	 
	  
       "Party"	means the Company or
      the Client;
	 	 
	  
       "Parties"	means the Company
      and the Client;
	 	 
	  
       "Representative"	means the individual
      appointed by the Company to receive payment on its behalf;
	 	 
	  
       "RMB"	means Renminbi, the
      lawful currency of PRC;
	 	 
	  
       "Service Fees"	means
      the amounts described as set out in the Term Sheet;
	 	 
	  
       "Service Provider(s)" 	means architects,
      landscape designers, engineers,
      construction workers and other workers who are required to carry out
      landscape and ecological improvement work under the Client's
      project;
	 	 
	  
       "Term"  	means the effective
      term of this Agreement as
      defined in Clause 3 of this Agreement.
	 	 
	  
       "Term Sheet" 	means the term sheet
      to be supplied by the
      Client to the Company specifying the Consideration, completion
      arrangements, list of tasks and types and number of personnel required for
      each Project, in the form set out in Schedule I of this
      Agreement.


    

    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      	
              1.2  

            	
              In
      this Agreement:

            


    

     

    
      	
              (a)  
       

            	
              All
      references to clauses, sub-clauses and Schedules are to clauses,
      sub-clauses and Schedules of this
Agreement.

            


    

     

    
      	
              (b) 
        

            	
              Words
      importing the singular number only shall include the plural number and
      vice versa; words importing the masculine gender only shall include the
      feminine gender; and words importing persons shall include corporations,
      firms, partnerships, bodies corporate, corporations, associations, joint
      ventures, organisations and trusts (in each case whether or not
      incorporated and whether or not having a separate legal
      personality)

            


    

     

    
      	
              (c) 
        

            	
              The
      clause headings in this Agreement are inserted for ease of reference only
      and shall not affect the construction or interpretation of this
      Agreement.

            


    

     

    
      	
              (d) 
        

            	
              References
      to this Agreement or any other document include references to this
      Agreement, its recitals and the Schedules or such other document as
      varied, supplemented and/or replaced in accordance with this Agreement
      from time to time.

            


    

     

    
      	
              (e) 
        

            	
              References
      to any party shall, where relevant, be deemed to be references to or to
      include, as appropriate, their respective lawful successors, permitted
      assigns or transferees.

            


    

     

    
      	
              (f) 
        

            	
              References
      to "writing" include telex, e-mail and facsimile transmission legibly
      received except in relation to any certificate, report, notice or other
      document which is expressly required by this Agreement to be signed, and
      "written" has a corresponding
meaning.

            


    

     

    
      	
              (g)  
       

            	
              In
      the case of conflict or ambiguity between any provision contained in the
      body of this Agreement and any provision contained in any Schedule, the
      provision in the body of this Agreement shall take
    precedence.

            


    

    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    2.        
APPOINTMENT

     

    The
Client hereby appoints the Company, and the Company hereby agrees, to carry out
and complete the Services upon the terms and conditions of this
Agreement.

     

    3.        
TERM

     

    This
Agreement shall commence on the Commencement Date and shall continue for a
period of ten (10) years or otherwise its termination pursuant to Clause
9.


     

    4.        
SCOPE OF WORK AND
RESPONSIBILITIES OF THE PARTIES

     

    
      	
              4.1  

            	
              The
      Company shall, in carrying out the Services as generally categorised and
      set out in its Statement of Work pursuant to Schedule II, exercise due
      care and skill and act in a professional manner and shall use its best
      endeavours to procure that all its employees and agents do
      likewise.

            


    

     

    
      	
              4.2  

            	
              The
      Company shall provide greenery consultancy services, and/or arrange for/
      procure a Service Provider who shall provide, personnel which are suitably
      skilled and appropriately experienced and qualified to perform the tasks
      required in each of the Projects, as specified by the Client in the Term
      Sheet, in a competent and workmanlike manner in accordance with applicable
      industry standards.

            


    

     

    
      	
              4.3  

            	
              At
      the time of engagement of the Service Provider, the Company shall pay for
      the Service Provider on its own account (the "Company's Services") whereas
      the Client's payment of consideration to the Company would be separated
      from and independent of any legal obligation between the Company and the
      Service Provider in accordance with Clause 5 and the relevant Term Sheets
      unless the Separate Agreement comes into effect due to happening of a
      Triggering Event.

            


    

     

    
      	
              4.4  

            	
              The
      Company shall use its reasonable endeavours to comply, or to procure the
      Service Provider to comply, with the task requirements as specified by the
      Client in the relevant Term Sheet.

            


    

     

    
      	
              4.5  

            	
              The
      Service Provider shall provide consultancy services in other
      manpower-related matters with respect to each of the Projects from time to
      time and whenever necessary throughout the duration of the Client's
      Projects.

            


    

     

    
      	
              4.6  

            	
              The
      Client shall provide a list of job responsibilities of the Company, of
      which shall be then provided to the Service Provider by the Company,
      specified in the Term Sheet,

            


    

     

    
      	
              4.7  

            	
              The
      Client shall enter into the Separate Agreement with the Service Provider
      in the terms which are to be agreed by the Client and the Service Provider
      under the facilitation of the Company The Separate Agreements should only
      be treated as memoranda to this Agreement and should not take any effect
      until a Triggering Event has occurred. In case of the occurrence of a
      Triggering Event, the performance of Work by the Company would cease
      immediately and only at this point of time the Separate Agreements should
      come into force.

            


    

     

    
      	
              4.8  

            	
              The
      Client shall make the necessary payments to the Company promptly in
      accordance with Clause 5 and the payment date as stipulated in the Term
      Sheet.

            


    

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    5.        
CONSIDERATION & PAYMENT

     

    
      	
              5.1

            	
              In
      consideration of the Company's Services, the Client shall pay to the
      Company the Consideration to be stipulated in the Termsheet and
      allreasonable out of pocket expenses (if any) in accordance with the
      commercial terms and payment terms as detailed in the Separate
      Agreement.

            


    

     

    
      	
              5.2  

            	
              The
      Company shall send its staff to check for the quality of completion of the
      Project(s) together with :he Client. The Client shall pay for
      the Company's Services within 90 days upon the
      completion of the Project(s) to the satisfaction of the
      Client.

            


    

     

    
      	
              5.3  

            	
              The
      Company shall be entitled to the receivables from the Client for the
      percentage of Work completed. The date of payment of such Work is stated
      in the Temnsheets and unless the Company is not satisfied with the quality
      of Work completed and/or the Client has not fulfilled the terms and
      conditions specified under the
Termsheets.

            


    

     

    6.        
STATUS OF THE
COMPANY

     

    
      	
              6.1  

            	
              In
      carrying out the Services, the Company shall, at its own costs and
      expenses, conform with all relevant laws and regulations applicable to
      it.

            


    

     

    
      	
              6.2  

            	
              The
      Company is appointed by the Client hereunder only for the purposes and to
      the extent stated in this
Agreement.

            


    

     

    7.        
WARRANTIES & LIABILITIES

     

    
      	
              7.1  

            	
              Subject
      to the limitations in Clause 8, each party (called the Indemnifying Party in
      this Clause) shall indemnify and keep indemnified the other party (called
      the Indemnified Party in this Clause) against any and all losses, costs,
      expenses, claims, demands, proceedings, damages and other liabilities
      incurred or suffered by the Indemnified Party as a result of any breach of
      warranty given in this Agreement by the Indemnifying
  Party.

            


    

     

    
      	
              7.2  

            	
              The
      Company represents, warrants and undertakes to the Client that: (a) it
      will undertake the Services with reasonable skill and
  care;

            


    

     

    
      	
                 
      (b)

            	
              it
      will engage competent and well-qualified staff in sufficient number for
      provision of the Services; and

            


    

     

    
      	
                
      (c)

            	
              the
      Services will be provided in a timely and professional manner and in
      accordance with the Client's manpower requirements and project schedule
      and will conform to the standards generally observed in the industry for
      similar services;

            


    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    8.        
LIMITATION OF LIABILITIES

    
       

      
        	
                8.1   

              	
                Neither
      party excludes or limits its liability to the other party in respect
      of:

              


      

       

    

    
    

    
      	
              (a)  
       

            	
              death
      or personal injury or otherwise to the extent prohibited by applicable
      law;

            


    

     

    
      	
              (b)  
       

            	
              any
      fraud or for any sort of liability that, by law, cannot be limited or
      excluded; or

            


    

     

    
      	
              (c)  
       

            	
              any
      loss or damage caused by a deliberate breach of this
      Agreement.

            


    

     

    
      	
              8.2  

            	
              Subject
      to Clause 8.1 above, in no event will either party's total liability based
      on contract or tort or negligence or statutory liability arising out of or
      in connection with this Agreement exceed 100% of the total Service Fees
      payable to the Company by the Client for the Services provided under the
      terms of this Agreement.

            


    

     

    
      	
              8.3  

            	
              It
      is hereby expressly agreed that in no event shall any party be liable to
      the other party for consequential, collateral, special, incidental or
      indirect damages (such as, without limitation, loss of revenue, loss of
      profits, loss of business, loss of goodwill) or any punitive or exemplary
      damages of any kind whatsoever, even if advised of the possibilities of
      such damages in advance.

            


    

     

    9.        
TERMINATION

     

    
      	
              9.1

            	
              Either
      party (the "Non-Defaulting Party")
      may terminate this Agreement forthwith by giving written notice to
      the other party (the "Defaulting Party") if
      the Defaulting Party:-

            


    

     

    
      	
                 
      (a)  

            	
              defaults
      in the performance of any of its obligations under this Agreement and such
      default (being capable of remedy) is not remedied within fifteen (15) days
      after the Non-Defaulting Party has given written notice requiring the
      Defaulting Party to remedy the
same;

            


    

     

    
      	
                 
      (b)  

            	
              defaults
      in the performance of any of its obligations under this Agreement which by
      its nature cannot be remedied;

            


    

     

    
      	
                 
      (c)  

            	
              engages
      directly or indirectly in any attempt to defraud the Non-Defaulting
      Party;

            


    

     

    
      	
                
       (d)  

            	
              is
      unable to pay all or any of its debts as they become due or if becomes
      insolvent or makes any assignment for the benefit of its
      creditors;

            


    

     

    
      	
                 
      (e)  

            	
              is
      liquidated or dissolved or any proceedings are commenced by, for or
      against it under any bankruptcy, insolvency laws or law providing for the
      appointment of a receiver or trustee in bankruptcy;
  or

            


    

     

    
      	
                 
      (f)  

            	
              in
      the case of the Service Provider, acts dishonestly or persistently
      neglects its duties hereunder or refuses to comply with any reasonable
      instructions or directions given by the Client in relation to the carrying
      out of the Services. Neither termination nor expiration of this Agreement
      shall release either party from any obligation to pay any monies due to
      the other party or operate to discharge any liability incurred by either
      party prior to such termination or
expiration.

            


    

     

    
      	
              9.2  

            	
              Each
      party shall give the other notice in writing of any change in its name or
      address.

            


    

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    10.      
ASSIGNABILITY

     

    Neither
party may assign any of its rights or benefits, or transfer or purport to
transfer any of its duties or obligations, under this Agreement to any third
party without the prior written consent of the other party. Any such attempted
assignment or transfer shall be null and void.

     

    11.      
WAIVER

     

    No single
or partial exercise of, or failure or omission to exercise or delay in
exercising any right, power, claim or remedy vested in any party under or
pursuant to this agreement or otheavise shall affect, prejudice or constitute a
waiver by such party of such or any other right, power, claim or
remedy.

     

    12.       ENTIRE AGREEMENT

     

    This Agreement sets forth the
entire agreement and understanding between the Parties in relation to the
transactions contemplated by this Agreement, and supersedes and cancels in all respects all previous
letters of intent, correspondence, understandings, agreements and undertakings
(if any) between the parties with respect to the subject matter of this
Agreement, whether such be written or oral.

     

    13.       AMENDMENT

     

    No
variation of this Agreement shall be effective unless it is in writing and signed by or
on behalf of each of the parties to this Agreement.

     

    14.      SEVERABILITY

     

    If at any
time one or more of the provisions of this Agreement is or becomes invalid,
illegal, unenforceable or incapable of performance in any respect, the validity,
legality, enforceability or performance of the remaining provisions of this
Agreement shall not thereby in any way be affected or impaired.

     

    15.       COUNTERPARTS

     

    This
Agreement may be executed in any number of counterparts and by either Party on
separate counterparts, each of which when so executed and delivered shall be an
original, but all the counterparts together shall constitute one and the same
instrument.

     

    16.     TIME

     

    Time
shall be of the essence of this Agreement, both as regards the dates and periods
specifically mentioned in this Agreement and as to any date and period which may
by written agreement between or on behalf of the Parties be substituted for
them.

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    17       COSTS
AND EXPENSES

     

    Each
party shall bear all its own legal and professional fees, costs and expenses of
and incidental to the negotiation, preparation, execution and completion of this
Agreement.

     

    18        NOTICES

     

    
      	
              18.1  

            	
              All
      notices, requests, demands and other communications required to be given
      or made under this Agreement shall be in writing and delivered or sent to
      the other party by hand or by registered mail (air-mail, if outside the
      sender's country or territory) or by facsimile or email confirmed in
      writing by registered mail dispatched within twenty-four (24) hours of the
      facsimile or email dispatch in question, and shall be addressed to the
      appropriate party at the address set out in this Agreement or to such
      other address as such party hereto may from time to time designate to the
      others of them in writing.

            


    

     

    
      	
              18.2  

            	
              Any
      notice, request, demand or other communication given or made to the
      relevant party shall be deemed to have been received in the case of
      communications in writing and delivered by hand on the date of delivery
      against written receipt, in the case of written communications sent by
      registered mail on the date which is two (2) business days in the case of
      local mail or five (5) business days in the case of overseas mail after
      the mailing thereof, and in the case of a facsimile or e-mail one (1) day
      after the date of dispatch thereof.

            


    

     

    19       GOVERNING
LAW AND JURISDICTION

     

    This
Agreement shall be governed by, and construed in all respects in accordance
with, the laws of Hong Kong and the parties hereby submit to the non-exclusive
jurisdiction of the courts of Hong Kong.


    
      
         


      

      
        8