China Nutrifruit Group, Limited: Exhibit 10.22 - Prepared by TNT Filings
Inc.





  



Exhibit 10.22

FINANCIAL ADVISORY AGREEMENT 

THIS FINANCIAL ADVISORY AGREEMENT
("Agreement" or "FAA") is made and entered into on this the 28th day of April,
2008, by and among HFG International, Limited, a Hong Kong corporation ("HFG"),
and LongHeDa Food Company Limited, a company organized under the laws of the
Peoples Republic of China ( the "Company"). 

W I T N E S S E T H: 

WHEREAS, the Company desires to
engage HFG to provide certain advisory and consulting services as specifically
enumerated below commencing as of the date hereof, and HFG is willing to be so
engaged. 

NOW, THEREFORE, for and in
consideration of the covenants set forth herein and the mutual benefits to be
gained by the parties hereto, and other good and valuable consideration, the
receipt and adequacy of which are now and forever acknowledged and confessed,
the parties hereto hereby agree and intend to be legally bound as follows: 

1.     
Retention. As of the date hereof, the Company hereby retains and HFG hereby
agrees to be retained as the Company's exclusive financial advisor during
the term of this Agreement. The Company acknowledges that HFG shall have the
right to engage third parties to assist it in its efforts to satisfy its
obligations hereunder. 

A.     Going
Public Transaction. 


HFG agrees to assist
the Company in the implementation of a restructuring plan resulting in an
organizational structure that will allow the company to complete the Going
Public Transaction ("Going Public Transaction"). 

HFG agrees to assist
the Company in evaluating the manner of effecting a going public transaction
with a public shell corporation ("Pubco") domiciled in the United States of
America and having a class of securities eligible for quotation on the "OTC BB".


The Company
acknowledges that it has presented HFG with financial data indicating that the
Company's unaudited net income for the fiscal year ended March 31, 2008 shall be
at least $10.85million USD, assuming a RMB to USD exchange ratio of seven to one
(the "2008 Unaudited NI"). Actual reported net income for 2008 based upon an
audit conducted in conformity with US GAAP and US based auditing standards shall
be referred to herein as ("2008 ARNI"). If 2008 ARNI equals or exceeds the 2008
Unaudited NI, the completion of the Going Public Transaction will result in the
investors in the Financing (as hereinafter defined) and the current shareholders
of Pubco controlling, in the aggregate, 25% of Pubco's issued and outstanding
stock following consummation of the Going Public Transaction. 

The Company
acknowledges that in the event that 2008 ARNI comes in below the 2008 Unaudited
NI, HFG shall have the right, in its sole discretion, to either terminate this
Agreement or renegotiate its terms. 


FINANCIAL ADVISORY AGREEMENT - Page I 



The Company
acknowledges that it has presented HFG with financial projections indicating
that it will report net income of at least $14 million USD for the fiscal year
ending March 31, 2009 (the "2009 Projected NI"). The Company understands that it
will be required to present investors in the Financing with the 2009 Projected
NI, and that in the event the actual reported net income for the fiscal year
2009 based upon an audit conducted in conformity with US GAAP and US based
auditing standards fails to meet the 2009 Projected NI its current shareholders
will be obligated to deliver to both participants in the Financing and HFG an
agreed upon number of shares of Pubco's common stock that they will receive as a
result of their participation in the Going Public Transaction. The terms of this
arrangement will be set forth in a definitive Make Good Agreement to be entered
into by the appropriate parties. 

B.     Post
Transaction Period 


Upon consummation of
the Going Public Transaction, HFG agrees to: 

(i)    
coordinate and supervise a training program for the purpose of facilitating new
management's operation of Pubco (the Company agrees that all costs and expenses
charged by third party consultants introduced by HFG and engaged by the Company
will be the sole responsibility of the Company); 

(ii)    
if necessary, coordinate the preparation by the Company's legal counsel of an
information statement to be filed with the SEC to change Pubco's name and to in
turn assist in obtaining a new CUSIP number and stock symbol for Pubco; 

(iii)   
oversee the development by third parties of Pubco's investor relations efforts,
which effort shall include (a) establishing a program for communicating with
brokerage professionals, investment bankers and market makers; and (b) creating
a complete investor relations strategy to be implemented in English and Chinese.
The Company agrees that all costs and expenses charged by investor relations and
press relations firms introduced by HFG and engaged by Pubco or the Company will
be the sole responsibility of the Company; 

(iv)   
assist the Company's legal counsel in the preparation and assembly of
application materials for the listing of Pubco's common stock on a national
exchange or quotation medium that may include, but shall not necessarily be
limited to, the American Stock Exchange or the NASDAQ Stock Market; and 

(v)    
provide Pubco with such additional financial advisory services as may be
reasonably requested, to the extent HFG has the expertise or legal right to
render such services. 

2.     
Financing. HFG hereby agrees to assist the Company in identifying an
investment banking firm that will act as placement agent for a private
placement(the"Financing") of either the Company's or Pubco's securities. It is
anticipated that the Financing will generate gross offering proceeds of
USD$20million. It is expected that the placement agent for the Financing will be
paid an amount equal to seven percent (7%) of the gross proceeds delivered upon
consummation of a Financing and shall be granted warrants to purchase up to 7%
of the securities sold in the Financing at an exercise price equal to the
purchase price of the securities sold in the Financing. The Company acknowledges
that the closing of a Financing will be contingent upon the Company's commitment
to ensure that Pubco files a registration statement (the "Registration
Statement") with the U.S. Securities and Exchange Commission ("SEC") for the
purpose of registering the shares purchased in the Financing for resale, with
offering proceeds not to be released from escrow until the Registration
Statement is filed. 


FINANCIAL ADVISORY AGREEMENT - Page 2 



HFG hereby agrees to assist the
Company in consummating the Gong Public Transaction and Financing within 100
days from the Effective Date. 

3.     
Exclusivity. HFG shall have the exclusive right through the Termination Date
(as hereinafter defined) to effect a Going Public Transaction on behalf of the
Company. However, the right of exclusivity granted hereunder shall terminate in
the event HFG advises the Company that it either unwilling or unable to
facilitate the Going Public Transaction. 

4.     
Authorization. Subject to the terms and conditions of this Agreement, the
Company hereby appoints HFG to act on a best efforts basis as its consultant
during the Authorization Period (as hereinafter defined). HFG hereby accepts
such appoint, with it being expressly acknowledged that HFG is acting in the
capacity of independent contractor and not as agent of either the Company,
affiliates of the Company or Pubco. 

The Company agrees that it will not
hold HFG responsible in the event that either the Financing or the Going Public
Transaction is not consummated, nor shall it hold HFG liable for any damages
suffered by the Company as a result of the Company's inability to consummate
either the Financing or the Going Public Transaction. 


It 
is expressly acknowledged by the Company that HFG
shall not render legal or accounting advice in connection with the services to
be provided herein. HFG shall have the right to appoint the legal and accounting
professionals for the transactions contemplated herein. 

5.     
Covenants. The Company covenants and agrees that if instructed by HFG it
will include in the Registration Statement all shares of Pubco's common stock
held by HFG, its affiliates and assigns at the time of closing of the Going
Public Transaction for purposes of resale. 

6.     
Authorization Period. Except as to the provisions of paragraphs 5. and 7.
hereof which shall survive the Termination Date (as hereinafter defined), HFG's
engagement hereunder shall become effective on the date hereof (the "Effective
Date") and shall automatically terminate 12 months from the Effective Date (the
"Termination Date"), subject to those certain rights granted to HFG herein that
allow HFG to terminate this FAA prior to the Termination Date. This Agreement
may be extended beyond the Termination Date if both parties mutually agree in
writing. 

7.     Fees
and Expenses. Simultaneous with the closing of the Going Public Transaction,
the Company shall pay to HFG a fee of US $450,000, via wire transferred funds,
directly from the proceeds of the Financing. In addition, the Company shall
reimburse HFG for all documented travel and lodging expenses incurred by HFG
personnel during the term of this Agreement. Approval of the request is to be
made by the Company within 10 days of receipt of a written request for
reimbursement submitted to the Company and the reimbursement aforesaid will be
paid via wire transferred funds, directly from the proceeds of the Financing.



FINANCIAL ADVISORY AGREEMENT - Page 3 



HFG agrees that it shall be
responsible for the payment of the following expenses (the "Expenses") related
to and incurred by the Company through the closing date of the Financing and the
Going Public Transaction: (a) legal fees of US securities counsel, BVI legal
counsel and PRC legal counsel, and (b) audit fees and expenses. However, all
expenses not enumerated in the previous sentence or otherwise incurred by either
Pubco or the Company following the closing of the Financing and the Going Public
Transaction, including, but not limited to, expenses associated with gaining the
effectiveness of the Registration Statement and making all required periodic
reports with the SEC, shall be the sole responsibility of the Company. The
Expenses will be repaid via wire transferred funds, directly from the proceeds
of the Financing. 

Regardless of whether the Financing
is consummated, the Company will reimburse HFG for all Expenses paid by HFG in
the event that the Company either (a) is unable to obtain an independent US GAAP
audit of its financial statements for fiscal 2006, 2007 and 2008, (b) 2008 ARNI
comes in below the 2008 Unaudited NI, and the parties hereto cannot reach mutual
agreement on new terms for moving forward with the Going Public Transaction; (c)
it is unable to receive from BVI and/or PRC counsel the legal opinions required
to be delivered to investors that participate in the Financing or (d) the
Company elects not to move forward with Going Public Transaction after it is
determined that the Financing can be completed at a valuation which is typical
for similarly situated companies. Payment shall be received by HFG within 30
days of the date that any of the preceding events should occur. 

8.     Due
Diligence: Auditabilty and Indemnification. HFG shall have the right to
perform a due diligence investigation of the Company that demonstrates to HFG's
sole satisfaction that the Company is a suitable candidate for the Going Public
Transaction, which due diligence investigation shall include consultation with
the Company's independent audit firm regarding the auditablity of the Company in
accordance with US GAAP. HFG shall have the right to terminate this Agreement in
the event it determines that there exists a material and non­curable due
diligence matter. The Company shall also have the right to perform a due
diligence investigation of the Pubco. 

The parties hereto shall indemnify
each other to the extent provided for in this paragraph. Except as a result of
an act of gross negligence or willful misconduct on the part of a party hereto,
no party shall be liable to another party, or its officers, directors,
employees, shareholders or affiliates, for any damages sustained as a result of
an act or omission taken or made under this Agreement. In those cases where
gross negligence or willful misconduct of a party is alleged and proven, the
non-damaged party agrees to defend, indemnify and hold the damaged party
harmless from and against any and all reasonable costs, expenses and liabilities
suffered or sustained as a result of the act of gross negligence or willful
misconduct. 


FINANCIAL ADVISORY AGREEMENT - Page 4 



9.     
Governing Law. This Agreement shall be governed by the laws of the Peoples
Republic of China and any dispute arising hereunder shall be submitted for
binding arbitration to the China Foreign Trade Commission Arbitration Committee
in Shanghai. 

It is understood that this Agreement
will be prepared and executed in both the English and Chinese languages, with
both versions having legal efficacy. If
a dispute arises as to the interpretation of
a particular provision of this Agreement because of differences between the
Chinese and English languages, the dispute shall be resolved in accordance with
the provisions of the preceding paragraph. 

IN WITNESS WHEREOF, the parties have executed this
Agreement as of the day and year first above written. 



  	HFG International, Limited
	 
	 
	
      By: /s/ Timothy P. Halter
	
      Timothy P. Halter,
	Its: President
	 
	LongHeDa Food Company Limited
	 
	





FINANCIAL ADVISORY AGREEMENT - Page 5