Exhibit
99.1
Ventana
Capital Partners
CONSULTING
AGREEMENT
This
Consulting Agreement (the "Agreement") is entered into and is effective this
ninth day of February 2009 by and between China Carbon Graphite Group Inc.,
located at Xicheng Wai, Chengguantown, Xinghe County, Inner Mongolia, China
(hereinafter referred to as or the "Company") and Ventana Capital Partners,
Inc., a Nevada corporation, with principal offices at 5782 Caminito Empresa, La
Jolla, California 92037 (hereinafter referred to as "Consultant").
WHEREAS:
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A.
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The
Company seeks to retain Consultant to provide certain investor and public
relations consulting services to the Company upon the terms and conditions
set forth in this Agreement and in Exhibit A attached
hereto.
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B.
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The
Company is a publicly traded company whose common stock is traded on the
over the counter bulletin board (the "OTCBB") under the symbol CHGI. The
Company wants to achieve certain corporate objectives and wishes to engage
the Consultant to assist the Company in achieving its goals. The Company
has provided the Consultant with a copy of its business overview and
audited financials_
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NOW
THEREFORE THE PARTIES AGREE AS FOLLOWS:
1.0
Services:
In consideration of the compensation paid by the Company to
Consultant as described in Section 2.0 of this Agreement, Consultant shall
undertake its best efforts to provide the Company with the following services
for the purpose of assisting the Company in generating investor interest in the
Company and its securities through the implementation of an investor relations
and public relations program. In this connection, the Consultant
will:
1.01
Assist the Company in coordinating
documents as required by their legal counsel and to assist the Company and its
officers and directors in connection with the items described in this Agreement.
In addition, Consultant shall undertake its best efforts to:
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a.
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Assist
the Company in the preparation of documents required for all investor
relations and public relations
campaigns.
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b.
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Assist
the Company in preparing presentations to various institutional investors
at conferences.
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c.
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Assist
the Company with guidance concerning perception and nuances of positioning
their Company's stock in the US public
markets.
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d.
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Provide
the Company with guidance potential investor response to proposed
financing agreements that the company may enter into f
r
om
time to time.
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Ventana
Capital Partners
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e.
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Assist
the Company and its officers with all matters concerning the
future
growth and direction of the
Company.
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1.02
Limitation on Activities.
Consultant has advised the Company that it is
not a registered broker-dealer, and it will not engage in any activities for
which registration as a broker-dealer is required.
2.0
Compensation
to Consultant.
In
consideration for the services provided by Consultant described in this
Agreement, together with other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Company agrees that it shall pay
Consultant the following compensation:
2.01
Stock Compensation.
Consultant or its designee shall receive, upon the
signing of this Agreement, 750,000 restricted common shares of the Company's
stock.
2.02
Expenses.
Company will reimburse Consultant Travel and Entertainment Expenses.
Company will prepay all approved Air Travel and
Hotel
Expenses. Out
of pocket expenses in excess of $1000.00 per calendar month must be pre-approved
by an Officer or Director of the Company.
2.03
Due Diligence Review.
Consultant and the Company agree that the parties
will cooperate in conducting a due diligence review of the Company, its
officers, directors, and affiliates to ensure that the Consultant will be able
to perform its duties pursuant to this Agreement in an effective
manner.
3.0
Term of
Agreement.
The term of this Agreement is for 6 months.
4.0 Confidentiality
4.01
Protection of Confidential
Information. Consultant acknowledges that it will be provided with information
about, and Consultant's engagement by the Company will throughout the Term bring
Consultant into close contact with, the confidential affairs of the Company,
including proprietary information about the business of the Company including,
without limitation, costs, finances, internal financial statements, projections,
markets, sales, customers, vendors, products, key personnel, operational
methods, formulas, methods of production, technical processes and methods, plans
for future developments, software, data bases, computer programs,
specifications, documentations, designs, trade secrets, technology, know-how,
research and development, inventions, patents and copyrights (and any renewals,
reissues, extensions, divisions,
continuations and
continuations in part thereof and registrations, applications, patents of
addition and investor certificates) and other information not available to the
public (collectively "Confidential Information"), all of which are highly
confidential and proprietary. Confidential Information shall not include any
information which becomes publicly disclosed by or in accordance with the
policies of the Company.
Ventana
Capital Partners
4.02
Consultant covenants and agrees that during the Term and thereafter Consultant
will:
(a)
Keep
secret all Confidential Information of the Company and not disclose the same to
anyone outside of the Company, either during or after the Term, except with the
Company's prior written consent;
(b)
Not make
use of any of such Confidential Information for its own purposes or the benefit
of anyone other than the Company, and any disclosure on behalf of the Company
shall be made in accordance with Company policy;
(c) Deliver
promptly to the Company or destroy on termination of this
Agreement,
or at any time the Company may so request, all Confidential Information
including but not limited to memoranda, notes, records, computer software discs,
reports and other confidential documents (and all copies thereof) relating to
the Company and its business, that Consultant may then possess or have under or
its control_ In this connection, the Consultant shall erase any Confidential
Information from its computer's hard drives.
In
connection with the performance of its duties, the Consultant shall not disclose
Confidential Information to any person (including any employee of or consultant
to the Consultant)
who does not
require access
to such information in order to enable the Consultant to
perform its duties pursuant to this Agreement. Any person to whom such
disclosure is made shall agree to be bound by the provisions of this Section
4.02.
4.03
The Consultant recognizes that any trading
or disclosure of material non-public information may be a violation of federal
and state securities laws and the Consultant shall take such steps as are
necessary to insure compliance with this paragraph.
4.04
In the event
that any Confidential Information is
required to be produced by
the Consulant pursuant to legal
process, the Consultant shall, subject to the
last sentence of this paragraph, give
the Company notice of
such legal
process within a
reasonable time, but not later
than ten (10) business days
prior to
the date such disclosure
is to be made, unless the Consultant has
received less notice, in
which event the Consultant
shall notify the Company
as promptly as practicable. The Company
shall have the right to object to
any such disclosure, and if the Company
objects (at the Company's cost and expense) in a timely manner so that the
Consultant is not subject to penalties
for failure to make such
disclosure, the Consultant
shall not make
any
disclosure
until there
has been a
court determination on the Company's objections. If disclosure is required by a
court order, final beyond right of
review, or if the Company
does not object to
the
disclosure, the Consultant
shall make disclosure only to the
extent that disclosure is unequivocally required by the court order, and the
Consultant
will
exercise reasonable
efforts at the Company's expense, to
obtain reliable assurance that confidential
treatment
will be accorded the
Confidential Information.
Ventana
Capital Partners
5.0
Miscellaneous.
5.01 Further Assurances.
Each
of the parties shall hereafter execute all documents and do all acts reasonably
necessary to affect the provisions of this Agreement.
5.02
Successors.
The provisions of
this Agreement shall be deemed to obligate, extend to and inure to the benefit
of the parties' respective successors and assigns; provided, however, that
neither party shall have the right to transfer or assign this Agreement except
in connection with a niceas or consolidation of such party.
5.03
Independent Counsel.
Each of the parties to this Agreement acknowledges
and agrees that it has been represented by independent counsel of its own choice
throughout all negotiations which preceded the execution of this Agreement and
the transactions referred to in this Agreement, and each has executed this
Agreement with the consent and upon the advice of said independent counsel. Each
party represents that he or it fully understands the provisions of this
Agreement, has consulted with counsel concerning its terms and executes this
Agreement of his or its own free choice without reference to any
representations, promises or expectations not set forth herein.
5.04
Integration.
This
Agreement,
after full execution, acknowledgment and delivery, memorializes and constitutes
the entire agreement and understanding between the parties and supersedes and
replaces all prior negotiations and agreements of the parties, whether written
or unwritten. Each of the parties to this Agreement acknowledges that no other
party, nor any agent or attorney of any other party has made any promises,
representations, or warranty whatsoever, express or implied, which is not
expressly contained in this Agreement; and each party further acknowledges that
he or it has not executed this Agreement in reliance upon any belief as to any
fact not expressly recited hereinabove.
5.05
Counterparts.
This Agreement may be executed in any number of
counterparts.
5.06
Expenses Associated With This Agreement
Each of the parties hereto agrees
to bear its own costs, attorney's fees and related expenses associated with this
Agreement
5.07 Arbitration.
Any
dispute arising
under
or in
connection with
this Agreement shall be submitted to binding arbitration
in
New York City under
the rules then obtaining of the American Arbitration Association. The decision
of the arbitrator(s) shall be final, binding and conclusive on both parties. If
either party prevails on all issues in dispute, the arbitrator may, in its
discretion, award legal fees to the prevailing party. In no event shall the
arbitrator(s) have any authority to modify or amend any express provision of
this Agreement.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date set
forth above.
SEE
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PAGE
FOR
SIGNATURES
Ventana
Capital Partners
For
the "Company":
DATE:
FEBRUARY
9,
2009
CHINA
CARBON GRAPHITE GROUP, INC
/s/ Ting
Chen
Ting Chen-
CFO
For
the Consultant:
Date:
February 9, 2009
VENTANA
CAPITAL PARTNERS, INC.
/s/ Ralph Amato
RALPH
AMATO
- President
Ventana
Capital Partners
EXHIBIT
A
Company
will prepay all costs for approved road shows for NASD brokers dealers and
institutional investors. The Company further agrees to immediately make an
application with its Stock Transfer Agent and pay for the installation of
DRS/FAST/DWAC electronic trading.