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 Ng,
        Chi Wai Bebe 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:                                    
Ng,
          Chi
          Wai Bebe   

        Rom
          06
          20/Floor Yat Yuet Hse

        Choi
          Wan
          Est

        Kawloon,
          Hong Kong

        Telephone: (852)
          909-6422
       

        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/
          Ng, Chi Wai Bebe   

        Ng,
          Chi
          Wai Bebe

              
          A
          natural person 

      

       

       

      
        
          
          

        

        
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