ADVISORY SERVICES AGREEMENT
This ADVISORY SERVICES AGREEMENT (the "Agreement"), dated as of August [ ], 2009, is made by and between Beijing ****** Co., Ltd., a company organized under the laws of the People’s Republic of China, as well as its current and future subsidiaries, holding, affiliates (collectively hereinafter referred to as the "Company") and ******, Ltd., a company duly registered in the Marshall Islands, as well as its subsidiaries, affiliates and designees (hereinafter referred to as the "Advisor").
WHEREAS, the Company is a designer of Massive Multiplayer Online Role-Playing Games (“MMORPGs”) in China and for global use, and has currently developed two games and a game engine, including one game that is completed and launched live this month, a game engine that is now available to other game developers, and a second game that is currently in test mode with an intended live launch date in November of this year.
WHEREAS, the Company has entered into several distribution agreements for the first game and is seeking additional equity funding for the purpose of expanding its game development capabilities as well as the marketing and distribution of such games.
WHEREAS, the Company will require not only financial assistance but also corporate structure, strategic and commercial advisory services in the conduct and pursuit of its current and future business plan.
WHEREAS, the Advisor is capable, on a best efforts basis, of providing such advice and is willing to provide such advice to the Company in accordance with the terms and conditions of this Agreement.
In consideration of the premises and the mutual agreements herein contained, the parties hereto, intending to be legally bound hereby, agree as follows:
a) Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby retains the Advisor to advise it in connection with the establishment of an international holding company that can attain a listed public company status in the US to be named ******, (either through direct registration of holding company or through a reverse merger via the acquisition of an existing listed shell), of which 95% of the initial listed shares shall be owned or acquired by the shareholders of the reversed merged company or otherwise defined as the existing owner of the Company and 5% shall be owned or acquired by the Advisor and its designees in accordance to existing internal agreements.
b) All Advisory Services rendered pursuant to this Agreement shall be rendered to the executive officers of the Company or to the Board of Directors of the Company.
c) The Advisor agrees, during the term of this Agreement, to provide the Advisory Services to the Company in a diligent and professional manner on a best efforts basis.
d) The Company hereby agrees that the services of the Advisor are provided on a best efforts basis and are subject to, amongst other potential obstacles, market conditions. Neither the Advisor nor any of its officers, directors, employees, representatives, affiliates or agents shall have any liability as a result of any Advisory Services provided pursuant to this Agreement (including, without limitation, for the performance of any investment), except to the extent that such liability results from the gross negligence or willful misconduct of the Advisor or such other person, as the case may be. The Company agrees that it will not prosecute any action or proceeding against the Advisor or any of its officers, directors, employees, representatives, affiliates or agents except where such claim is based solely on the gross negligence or willful misconduct of the Advisor or the person against whom such action or proceeding is brought.
e) The Company hereby agrees to indemnify and hold harmless the Advisor and its officers, directors, employees, representatives, affiliates and agents from any and all liability, loss, cost, damage or expense, including, without limitation, reasonable attorneys' fees and expenses that any such indemnified party may suffer as a result of any claims, demands, costs or judgments arising out of the provision of, or failure to provide, the Advisory Services or other services hereunder, in each case except to the extent that any such losses are primarily the result of gross negligence or willful misconduct on the part of the Advisor or any such indemnified person.
本协议由北京******网络技术有限公司<公司名请客户确认>（该公司为依照中华人民共和国相关法律合法注册的公司）及其现有以及未来的附属公司，控股公司和联营公司（以下统称“委托方”）为一方，******及融资集团<公司名请客户确认>（Geo Genesis Group, Ltd.，该公司是在马绍尔群岛合法注册的公司）及其附属公司，控股公司和联营公司（以下简称“咨询方”）为另一方，于2009年8月 日签订。
a) 根据本协议所陈条款和条件，委托方聘请咨询方，以协助其有关成立具有美国公开上市公司资质的国际控股公司方面的事宜，该公司拟定名为******互动娱乐股份有限公司<公司名请客户确认>。 （可以直接注册控股公司，也可以通过收购已有的上市空壳公司实现反向收购）公司95%的初始上市股应由反向收购公司的股东（即委托方现行所有者）所有或获得。另外5%由咨询方及其委托人根据现有内部协议所有或获得。
c) 咨询方同意，在本协议期限内尽最大能力向委托方提供勤勉、专业的咨询服务。 委托方同意，咨询方的服务以其最大能力为基础，并受限于其他包括市场状况在内的潜在障碍。 咨询方及其任何管理人员、董事、雇员、代表、附属机构或代理商无需对其依据本协议提供咨询服务的任何结果负责（包括但不限于任何投资的效益），除非是委托方或者以上所列人员的重大疏忽或故意过错可能引发的责任。委托方同意，不会起诉咨询方及其任何管理人员、董事、雇员、代表、附属机构或代理商，除非此类诉求仅是因委托方或其他被诉人的严重疏忽或故意故意赎职引起的。