Unassociated Document


    CONSULTANT
      AGREEMENT

    


    This
      CONSULTANT AGREEMENT (the “Agreement”)
      is
      entered into by and between the Asia Global Holdings Corp., a Nevada corporation
      (the “Company”)
      and
      Fung, Mei Ling a natural person (“Consultant”),
      this
      19th day of October, 2006, the date the Services (as defined herein) were first
      provided to the Company by Consultant. 

    


    WHEREAS,
      the Company wishes to retain Consultant to provide the Services in exchange
      for
      which the Company agrees to issue to Consultant, during the term of this
      Agreement, Three Million Two Hundred Thousand (3,200,000) S-8 shares of its
      common stock; and

    


    WHEREAS,
      the Company acknowledges that Consultant’s
      services are of a special, unique, unusual and extraordinary character and
      which
      are of particular benefit and importance to the Company; and

    


    WHEREAS,
      this Agreement is made to set out the compensation, conditions and guidelines
      that will govern the relationship between the parties. 

    


    NOW,
      THEREFORE, in consideration of the mutual promises and covenants contained
      herein, the receipt and sufficiency of which is expressly acknowledged by the
      parties hereto, the parties agree as follows:

    


    
      	1.  	
              The
                Services. 

            


    

    


    For
      the
      term of this Agreement Consultant will use his best efforts to provide expansion
      opportunities, research and geographical oversight, within China,with respect
      to
      the activities of the Company’s
      subsidiary, SINO Trade Intelligent Development Corporation, Ltd., and provide
      other services as legally and reasonably directed by the Company’s
      Board
      of Directors. Such efforts by Consultant shall hereinafter be referred to as
      the
“Services”.
      It is
      mutually understood and agreed that any fees for the Services provided by
      Consultant which result in some benefit for the Company in connection with
      a
      capital raising transaction shall be negotiated separately from this Agreement.
      

    


    
      	2.  	
              Term
                of Agreement. 

            


    

    


    Unless
      otherwise terminated as provided hereunder, the mutual term of this Agreement
      shall be one (1) year beginning the date the Services were first performed,
      which was on or about October 19, 2006 through October 18, 2007. 

    


    
      	3.  	
              Costs
                and Expenses. 

            


    

    


    The
      Company understands that, in the course of Consultant’s
      efforts, it may be necessary for Consultant to incur certain costs or expenses.
      The Company will reimburse Consultant for the costs or expenses by Consultant
      in
      providing the Services to the Company, provided such expenses are approved
      by
      the Company in writing in advance. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	4.  	
              Payment
                for Services. 

            


    

    


    In
      consideration for the Services, the Company agrees to pay Consultant a fee
      for
      Services, by way of the issuance to Consultant, during the term of this
      Agreement, of Three Million Two Hundred Thousand (3,200,000) shares of the
      Company’s
      common
      stock (the “Fee
      Shares”),
      herein
      the Fee Shares referred to herein as the “Consultant
      Fee”.

    


    
      	5.  	
              Termination.

            


    

    


    Following
      the first anniversary of the Effective Date hereof, either party may terminate
      this agreement upon thirty (30) days notice by registered or certified mail,
      return receipt requested, addressed to the other party. The thirty (30) day
      notice shall be measured from the date the notice is mailed. If neither party
      elects to terminate the agreement pursuant to such written notice then the
      agreement shall automatically renew pursuant to the same terms and conditions
      for an additional twelve month time period. 

    


    
      	6.  	
              Assignment. 

            


    

    


    Notwithstanding
      anything contained herein to the contrary, the rights to the Consultanty Fee
      and
      the obligation to provide the Services set forth in this Agreement, may be
      assigned or transferred by Consultant to an Affiliate; otherwise, this Agreement
      and the rights and obligations hereunder shall not be assigned. For the purpose
      of this Agreement the term “affiliate”
      shall be
      defined as a person or enterprise that directly, or indirectly, through one
      or
      more intermediaries, controls or is controlled by, or is under common control
      by
      Consultant. 

    


    
      	7.  	
              Counterparts;
                Facsimile. 

            


    

    


    This
      Agreement may be executed simultaneously in two or more counterparts, each
      of
      which shall be deemed an original, but all of which together shall constitute
      one and the same instrument. A facsimile, telecopy or other reproduction of
      the
      original or any counterpart hereof and such executed the original or any
      counterpart hereof may be delivered by facsimile or similar instantaneous
      electronic transmission device pursuant to which the signature of or on behalf
      of such party can be seen, and such execution and delivery shall be considered
      valid, binding and effective for all purposes. At the request of any party
      hereto, all parties agree to execute an original of this instrument as well
      as
      any facsimile, telecopy or other reproduction hereof. 


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	8.  	
              Further
                Documentation. 

            


    

    


    Each
      party hereto agrees to execute such additional instruments and take such action
      as may be reasonably requested by the other party to effect the transaction,
      or
      otherwise to carry out the intent and purposes of this Agreement. 

    


    
      	9.  	
              Notices. 

            


    

    


    All
      notices and other communications hereunder shall be in writing and shall be
      sent
      by prepaid first class mail to the parties at the following addresses, as
      amended by the parties with written notice to the other:


      To
        Consultant:                                     
Fung,
        Mei
        Ling   

      2/F
        No.
        5E Lot 304 DD 252

      Tso
        Wo
        Road, Tai Mong Tsai

      Sai
        Kung,
        Hong Kong

       

      To
        the
        Company:                                 
Asia
        Global Holdings Corp. 

      1601-1604
        CRE Centre

      889
        Cheung Sha Wan Road

      Kowloon,
        Hong Kong

      Telephone: (852)
        2180-8666

      Facsimile:
         (852)
        2180-8622

      


      With
        Copy
        to:                                      
Michael
        Mak

      1601-3
        CRE Centre

      889
        Cheung Sha Wna Road

      Kowloon

      Hong
        Kong

      Telephone: (852)
        2180-8666

      Telephone: (852)
        2180-8622

    

    

       

    

     

    
      	10.  	
              Governing
                Law. 

            


    

    


    This
      Agreement was negotiated and shall be governed by the laws of the United States,
      State of California, County of Los Angeles, notwithstanding any conflict-of-law
      provision to the contrary. 


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	11.  	
              Entire
                Agreement. 

            


    

    


    This
      Agreement sets forth the entire understanding between the parties hereto and
      no
      other prior written or oral statement or agreement shall be recognized or
      enforced. 

    


    
      	12.  	
              Severability. 

            


    

    


    If
      a
      court of competent jurisdiction determined that any clause or provision of
      this
      Agreement is invalid, illegal or unenforceable, the other clauses and provisions
      of the Agreement shall remain in full force and effect and the clauses and
      provision which are determined to be void, illegal or unenforceable shall be
      limited so that they shall remain in effect to the extent permissible by law.
      

    


    
      	13.  	
              Amendment
                or Waiver. 

            


    

    


    Every
      right and remedy provided herein shall be cumulative with every other right
      and
      remedy, whether conferred herein, at law, or in equity, and may be enforced
      concurrently herewith, and no waiver by any party of the performance of any
      obligation by the other shall be construed as a waiver of the same or any other
      default then, theretofore, or thereafter occurring or existing. At any time
      prior to a closing of the Initial Acquisition, this Agreement may be amended
      by
      a writing signed by all parties hereto. 

    


    
      	14.  	
              Headings. 

            


    

    


    The
      section and subsection headings in this Agreement are inserted for convenience
      only and shall not affect in any way the meaning or interpretation of this
      Agreement. 

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement the effective date
      first written above.

    

                                      The
“Company”

      Asia
        Global Holdings Corp.

       

      By:
        /s/
        Michael Mak 

         
                    Michael
        Mak

      Title:
        CEO

      


      


      “Consultant”

      


      By:
        /s/
        Fung, Mei Ling  

      Fung,
        Mei
        Ling

            
        A
        natural person

    

     

     

     

     

    
      
        
        

      

      
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