Exhibit 4.5
CONSULTING SERVICES AGREEMENT
-----------------------------
This CONSULTING SERVICES AGREEMENT ("AGREEMENT"), is made effective this 27th
day of January, 2004, between China Wireless Communications, Inc (the "COMPANY")
whose principle place of business is at 1746 Cole Boulevard, Suite 225 Golden,
CO 80401-3210 USA, and Patrick So (the CONSULTANT"), whose principle place of
business is at 2-4-1 Jinghua Bldg., Overseas Chinese Village, 24 JianGuoMenWai
Street, Beijing, China.
CONSULTANT shall Provide COMPANY with the following services:
A. Market Research Program in Canton
CONSULTANT shall provide its market expertise to carry out Market Research
Program in four cities in Canton Province in accordance with COMPANY instruction
of requirement, that including but not limited to finding out the present and
potential size of the targeted market, estimated number and location of targeted
business building and customers, competition status, condition of the existing
network infrastructure and related pricing information etc.
CONSULTANT shall provide COMPANY with written report in detail within 60 days
after receiving the Instruction of Requirement from the COMPANY.
B Fiber Network Owner Relations and Acquisition Assistance Program
CONSULTANT shall provide the COMPANY a plan to acquire four city level fiber
network in Guangzhou, Dongguan, Huizhou and Shenzhen, or alternative cities
determined by the COMPANY, and use its well established contacts and relations
with the Network Owners to assist COMPANY to acquire such network planned in
2004 by the COMPANY.
CONSULTANT shall advise on matters of negotiation in acquiring these City-Level
fiber networks and managing in bargaining best price and terms for the
acquisition.
CONSULTANT shall also provide professional written opinion for the acquisition
arrangement, the structure for a foreign-owned entity to control and utilize
fiber network in China, and the contract terms and condition to assist COMPANY
successfully in acquiring these fiber networks.
(B1) The Guangzhou Fiber Network Structure Design Program
CONSULTANT shall provide with its best expertise's effort a Fiber-Network
structure design in Guangzhou city, including the specification of the network,
layout of the network outlet, equipment and engineering requirement etc.
CONSULTANT shall also provide expertise to assist the COMPANY supervising the
installation and commencing of the network carried out by COMPANY's contractor
during the network construction.
(B2) The Dongguan Fiber Network Structure Design Program
CONSULTANT shall provide with its best expertise's effort a Fiber-Network
structure design in Dongguan city, including the specification of the network,
layout of the network outlet, equipment and engineering requirement etc.
CONSULTANT shall also provide expertise to assist the COMPANY supervising the
installation and commencing of the network carried out by COMPANY's contractor
during the network construction.
28
(B3) The Huizhou & Shenzhen Fiber Network Structure Design Program
This Program will be carried out upon the COMPANY request under separate
agreement.
TERMS & CONDITIONS
1. Independent Contractor: CONSULTANT is providing the Services to the COMPANY
as an independent contractor on a non-exclusive basis.
2. Confidentiality: CONSULTANT and COMPANY shall enter into a Non-Disclosure
agreement as Appendix A.
3. Fees:
3.1 The CONSULTANT shall be entitled to 83,334 shares of common stock of
China Wireless Communication, Inc. (CWLC.OB) at $0.60 per share for the
service performed in (A) Market Research Program above;
3.2 The CONSULTANT shall be entitled to 541,666 shares of common stock of
China Wireless Communication, Inc. (CWLC.OB) at $0.60 per share for the
services performed in (B) Fiber Network Owner Relations and Acquisition
Assistance Program above.
3.3 Expenses Reimbursement: CONSULTANT shall be reimbursed for all
out-of-pocket expenses occurred during carrying out its services mentioned
above for the fiber network acquisition. All such expenditures must be
cleared with the COMPANY in writing before being incurred if they exceed
USD $500.00.
3.4 Remuneration and reimbursement including shares and cash shall be
transferred and remitted to the designated name and account assigned by the
CONSULTANT.
4. Termination of Engagement: This Agreement may be terminated by COMPANY or
CONSULTANT at any time upon mutual agreement by both parties by providing
30 days written notice. Regardless of the date of termination, CONSULTANT
shall be entitled to its full fee described in the FEES section above in
the event that an acquisition of fiber network in Guangzhou and/or Dongguan
is completed by COMPANY.
29
5. Jurisdiction: This Agreement shall be interpreted and construed in
accordance with and governed by the laws of Hongkong.
6. Entire Understanding: This Agreement includes the entire understanding
between COMPANY and CONSULTANT and may be modified only in writing. This
Agreement supersedes all written and oral communications.
China Wireless Communications, Inc.
By: By:
/s/ BRAD WOODS /s/ PATRICK SO
- --------------------------- ---------------------------
Name: Brad Woods Name: Patrick So
Title: Interim CEO & President
Appendix A
NON-DISCLOSURE AGREEMENT
THIS AGREEMENT made and entered into by and between China Wireless
Communication, Inc. (hereinafter "COMPANY") and Patrick So (hereinafter
"CONSULTANT"), each of whom has read and understands this agreement.
Whereas COMPANY is pursuing discussions with CONSULTANT concerning the
acquisition and design of Guangzhou, Dongguan, Huizhou and Shenzhen city level
fiber network, and, Whereas in the course of these discussions it has become
desirable for CONSULTANT to disclose to COMPANY confidential information
relating to CONSULTANT business contacts and its business know-how in China, so
that COMPANY can fully and knowledgeably evaluate and decide its acquisition.
IT IS THEREFORE AGREED:
1. COMPANY considers all documents, data, drawings, diagrams, specification
and other information pertaining to its business (hereinafter referred to
collectively as the "Information") submitted or disclosed by CONSULTANT to
COMPANY be considered strictly confidential. Reproduction of any of the
INFORMATION by COMPANY (including, where appropriate, any director, officer,
agent, or employee of COMPANY), or by any third party on behalf of COMPANY, or
its disclosure in any manner whatsoever to any third party, or any unauthorized
use is absolutely prohibited.
2. COMPANY recognizes and hereby acknowledges the proprietary rights of
CONSULTANT in and to the INFORMATION and the confidential nature of the
INFORMATION, and agree(s) to take every precaution to safeguard and treat the
INFORMATION as confidential.
3. COMPANY'S obligation of confidence shall not apply to any information
30
a Which, at the time of disclosure, is publicly available or
public knowledge in tangible or written form;
b Which, after disclosure, lawfully becomes part of the public
knowledge, in tangible or written form through no fault of
COMPANY;
c Which COMPANY possessed, in tangible or written form, at the
time of disclosure of the Confidential information by
CONSULTANT and which was not acquired, directly or indirectly,
from CONSULTANT.
IN WITNESS WHEREOF, the parties hereto have duly caused this Agreement to be
executed when signed by both parties
China Wireless Communication, Inc.
/s/ BRAD WOODS /s/ PATRICK SO
- ------------------------------- -------------------------------
By: Brad Woods By: Patrick So
Date: February 29, 2004 Date: January 9, 2004
31
CONSULTING SERVICES AGREEMENT
-----------------------------
This CONSULTING SERVICES AGREEMENT ("AGREEMENT"), is made effective this 27th
day of January, 2004, between China Wireless Communications, Inc (the "COMPANY")
whose principle place of business is at 1746 Cole Boulevard, Suite 225 Golden,
CO 80401-3210 USA, and Patrick So (the CONSULTANT"), whose principle place of
business is at 2-4-1 Jinghua Bldg., Overseas Chinese Village, 24 JianGuoMenWai
Street, Beijing, China.
CONSULTANT shall Provide COMPANY with the following services:
A. Market Research Program in Canton
CONSULTANT shall provide its market expertise to carry out Market Research
Program in four cities in Canton and ShanXi Province respectively in accordance
with COMPANY instruction of requirement, that including but not limited to
finding out the present and potential size of the targeted market, estimated
number and location of targeted business building and customers, competition
status, condition of the existing network infrastructure and related pricing
information etc.
CONSULTANT shall provide COMPANY with written report in detail within 60 days
after receiving the Instruction of Requirement from the COMPANY.
B Fiber Network Owner Relations and Acquisition Assistance Program
CONSULTANT shall provide the COMPANY a plan to acquire city level fiber network
in XiAn city and its suburb area, and use its well established contacts and
relations with the Network Owners to assist COMPANY to acquire such network
planned in 2004 by the COMPANY.
CONSULTANT shall advise on matters of negotiation in acquiring these City-Level
fiber networks and managing in bargaining best price and terms for the
acquisition.
CONSULTANT shall also provide professional written opinion for the acquisition
arrangement, the structure for a foreign-owned entity to control and utilize
fiber network in China, and the contract terms and condition to assist COMPANY
successfully in acquiring these fiber networks.
(B1) The Huizhou Fiber Network Structure Design Program
CONSULTANT shall provide with its best expertise's effort a Fiber-Network
structure design in Guangzhou city, including the specification of the network,
layout of the network outlet, equipment and engineering requirement etc.
CONSULTANT shall also provide expertise to assist the COMPANY supervising the
installation and commencing of the network carried out by COMPANY's contractor
during the network construction.
(B2) The Shenzhen Fiber Network Structure Design Program
32
CONSULTANT shall provide with its best expertise's effort a Fiber-Network
structure design in Shenzhen city, including the specification of the network,
layout of the network outlet, equipment and engineering requirement etc.
CONSULTANT shall also provide expertise to assist the COMPANY supervising the
installation and commencing of the network carried out by COMPANY's contractor
during the network construction.
(B3) The XiAn and its Suburb Fiber Network Structure Design Program
This Program will be carried out upon the COMPANY request under separate
agreement.
TERMS & CONDITIONS
7. Independent Contractor: CONSULTANT is providing the Services to the COMPANY
as an independent contractor on a non-exclusive basis.
8. Confidentiality: CONSULTANT and COMPANY shall enter into a Non-Disclosure
agreement as Appendix A.
9. Fees:
3.1 The CONSULTANT shall be entitled to 83,334 shares of common stock of
China Wireless Communication, Inc. (CWLC.OB) at $0.60 per share for the
service performed in (A) Market Research Program above;
3.2 The CONSULTANT shall be entitled to 466,666 shares of common stock of
China Wireless Communication, Inc. (CWLC.OB) at $0.60 per share for the
services performed in (B) Fiber Network Owner Relations and Acquisition
Assistance Program above.
3.3 Expenses Reimbursement: CONSULTANT shall be reimbursed for all
out-of-pocket expenses occurred during carrying out its services mentioned
above for the fiber network acquisition. All such expenditures must be
cleared with the COMPANY in writing before being incurred if they exceed
USD $500.00.
3.4 Remuneration and reimbursement including shares and cash shall be
transferred and remitted to the designated name and account assigned by the
CONSULTANT.
10. Termination of Engagement: This Agreement may be terminated by COMPANY or
CONSULTANT at any time upon mutual agreement by both parties by providing
30 days written notice. Regardless of the date of termination, CONSULTANT
shall be entitled to its full fee described in the FEES section above in
the event that an acquisition of fiber network in Hiuzhou and/or Shenzhen
is completed by COMPANY.
11. Jurisdiction: This Agreement shall be interpreted and construed in
accordance with and governed by the laws of Hongkong.
33
12. Entire Understanding: This Agreement includes the entire understanding
between COMPANY and CONSULTANT and may be modified only in writing. This
Agreement supersedes all written and oral communications.
China Wireless Communications, Inc.
By: By:
/s/ BRAD WOODS /s/ PATRICK SO
- ------------------------------- -------------------------------
Name: Brad Woods Name: Patrick So
Title: Interim CEO & President
Appendix A
NON-DISCLOSURE AGREEMENT
THIS AGREEMENT made and entered into by and between China Wireless
Communication, Inc. (hereinafter "COMPANY") and Patrick So (hereinafter
"CONSULTANT"), each of whom has read and understands this agreement.
Whereas COMPANY is pursuing discussions with CONSULTANT concerning the
acquisition and design of Huizhou and Shenzhen city level fiber network, and,
Whereas in the course of these discussions it has become desirable for
CONSULTANT to disclose to COMPANY confidential information relating to
CONSULTANT business contacts and its business know-how in China, so that COMPANY
can fully and knowledgeably evaluate and decide its acquisition.
IT IS THEREFORE AGREED:
1. COMPANY considers all documents, data, drawings, diagrams, specification
and other information pertaining to its business (hereinafter referred to
collectively as the "Information") submitted or disclosed by CONSULTANT to
COMPANY be considered strictly confidential. Reproduction of any of the
INFORMATION by COMPANY (including, where appropriate, any director, officer,
agent, or employee of COMPANY), or by any third party on behalf of COMPANY, or
its disclosure in any manner whatsoever to any third party, or any unauthorized
use is absolutely prohibited.
2. COMPANY recognizes and hereby acknowledges the proprietary rights of
CONSULTANT in and to the INFORMATION and the confidential nature of the
INFORMATION, and agree(s) to take every precaution to safeguard and treat the
INFORMATION as confidential.
3. COMPANY'S obligation of confidence shall not apply to any information
a Which, at the time of disclosure, is publicly available or
public knowledge in tangible or written form;
34
b Which, after disclosure, lawfully becomes part of the public
knowledge, in tangible or written form through no fault of
COMPANY;
c Which COMPANY possessed, in tangible or written form, at the
time of disclosure of the Confidential information by
CONSULTANT and which was not acquired, directly or indirectly,
from CONSULTANT.
IN WITNESS WHEREOF, the parties hereto have duly caused this Agreement to be
executed when signed by both parties
China Wireless Communication, Inc.
/s/ BRAD WOODS /s/ PATRICK SO
- ------------------------------- -------------------------------
By: Brad Woods By: Patrick So
Date: February 29, 2004 Date: January 9, 2004
35