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1、AGREEMENTThis agreement is entered into this , by and , a Corporation (the Company), with a business address at and (Finder), with an address at .WHEREAS, Finder wishes to make to the Company, and the Company wishes to receive from Finder, introduction for the purpose of identifying potential invest
2、ors in the Company .NOW, THEREFORE, in consideration of the mutual promises set forth hereinafter, the parties agree as follow:1. Finder s Fee. As result of Finder introducing in the amount of $1,2000,000. As payment for first introducing the Company to the investors, the Company shall pay to Finder
3、 , for services rendered, a finders fee payable by issuance of 10% in the share amount of the deal (the Shares) of the Companys common stock, par value $0.00001 (the Common Stock) to Finder , within three (3) business days of the date hereof. For an example, $1,200,000 invested equals 1,200,000 shar
4、es of the Companys common stock. To the Finder as a fee.2. Restricted Shares . The Finder understands that the Shares are restricted securities, the sale or transfer of which is governed by Rule 144 (the Rule) promulgated under the Securities Act, which requires, among other conditions, a one-year h
5、olding period prior to the resale (in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements under the Securities Act. The Finder agrees that he will not sell or otherwise transfer the Share, unless the Shares are registered under the
6、 Securities Act or unless an exemption from such registration is available.The Finder consents to the placement of the following legend on a certificate or other document evidencing the Shares:THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTEREDUNDER THE SECURITIES ACT OF 1933 AND M
7、AY NOT BE SOLD OR TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY RE
8、QUIREMENTS OF SUCH ACT.3. Registration Rights(a) The Company has agreed to register the Shares on a Registration Statement under the Securities Act of 1933, as amended, covering the resale of the Shares for an offering to be made on a continuous basis pursuant to Rule 415 or the Company will make re
9、asonable efforts to have the registration statement become effective by August 30, 2005. The Registration Statement required hereunder shall be on Form SB-2. Subject to the terms of this Agreement, the Company shall its commercially reasonable efforts to cause the Registration Statement to be declar
10、ed effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than 270 days after the date hereof (the Effective Date), and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securitie
11、s Act until the date when all the securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) or pursuant to Rule 144 without any limitation on the volume of securities sold as determined by the counsel to the company pursuant to
12、 a written opinion letter to such effect, addressed and acceptable to the Companys transfer agent and the affected Holders (the Effectiveness Period).(b) The Finder acknowledges and agrees that the Company will also include on the Registration Statement (i) 12,000,000 shares, subscribed for by , pur
13、suant to that certain Subscription Agreement, dated as of even date herewith. The Company may include other securities in this Private Placement as parts of the Registration. The Company also has acknowledged another Finders Fee in this Registration. The Finder Fee shall have the same conditions as
14、the Private Placement investors. The registration statement will register not only Finder s fee shares and the 12,000,000 shares private placement, it will register several other private placements as well and other finders fees, and any other securities decides to register in its sole discretion.(c
15、) Registration Expenses. With respect to the of the Shares , all fees, costs and expenses of and incidental to such registration, inclusion and public offering in connection therewith shall be borne by the Company . These include all registration, filing, and fees, printing expenses, fees and disbur
16、sements of counsel and accountants for the Company , and all legal fees and disbursements and other expenses of complying with state securities or blue sky laws of any jurisdictions in which the securities to be offered are to be registered and qualified. The Finders hall bear all broker commissions and transfer taxes and the costs of fees and disbursements of the Finder s counsel and accountants as well as any other expenses incurr
