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Investment Agreement - CHINA DIRECT INDUSTRIES, INC. - 8-8-2007

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Investment Agreement - CHINA DIRECT INDUSTRIES, INC. - 8-8-2007 Powered By Docstoc
					EXHIBIT 10.3 SHANGXI GU COUNTRY JINWEI MAGNESIUM CORP., LTD. INVESTMENT AGREEMENT SUPPLEMENT MAY 30, 2007 Party A: Taiyuan Yiwei Magnesium Co. Ltd., a Chinese limited liability company. Party B: Asia Magnesium Co., Ltd., a Chinese limited liability company. Party C: Shanxi Senrun Coal Chemistry Co. Ltd., a Chinese limited liability company. This agreement is a supplement to the previous Shangxi Gu Country Jinwei Magnesium Corp., Ltd. ("Jinwei Magnesium") agreement on December 12, 2006 between the parties. A. INVESTMENT TO JINWEI MAGNESIUM. 1. It is agreed upon that the Parties will acquire ownership of Jinwei Magnesium on the following interests; Party A: Taiyuan Yiwei Magnesium Co. Ltd., 28% Party B: Asia Magnesium Co., Ltd., 52% Party C: Shanxi Senrun Coal Chemistry Co. Ltd. 20% 2. The total initial investment to Jinwei Magnesium will be $6.42 mm with initial annual expected production capacity of 12,000 tons of magnesium. Further investment from reinvested profits of the venture will increase production capacity to 20,000 tons per year. The registration capital of Jinwei Magnesium is will be $6.42 mm by the end of December 2008. 3. Timeline of Capital Contribution to Jinwei Magnesium by each shareholder:
Timeline of Capital Contribution --------------------------------------------------------07/2007 08/2007 09/2007 12/2007 --------------------------------------------No less than No less than 1 mm USD 338 K USD 1 mm USD 1 mm USD No less than 396K USD No less than 256.41 K 448.71 K USD 448.71 K USD 512.82 K USD

Shareholder ----------------------Asia Magnesium Co. Ltd.

Ownership --------52%

Taiyuan Yiwei Magnesium Co. Ltd. Shanxi Senrun Coal Chemistry Co. Ltd.

28%

20%

384.62 K USD

384.62 K USD

256.41 K USD

The initial investment by each shareholder should be made no later than the end of December 2007. 4. Party B may make changes or adjustments regarding corporate rules, legal representative, directors and management through Asia Magnesium. Jinwei Magnesium will set up Board of Directors consisted of 5 directors; Party A will assign Mr. Jiang Dong as Chairman and legal representative, and Mr. Yuewei Huang will be assigned as vice Chairman; Party B will assign Mr. Xiaowen Zhuang as vice Chairman; Mr. Wuliang (Frank) Zhang will be assigned as director by both parties; Shanxi Senrun Coal Chemistry Co. Ltd. will assign one director and the tenure is three years; 1

5. Party A will take full responsibility for the daily operations of Jinwei Magnesium; the major decisions will be made by BOD; 6. Excel Rise Technology Co., Ltd., an indirect wholly owned subsidiary of Party B will be the only distribution channel of Jinwei Magnesium product. Details of this arrangement will be negotiated in good faith subsequent to

5. Party A will take full responsibility for the daily operations of Jinwei Magnesium; the major decisions will be made by BOD; 6. Excel Rise Technology Co., Ltd., an indirect wholly owned subsidiary of Party B will be the only distribution channel of Jinwei Magnesium product. Details of this arrangement will be negotiated in good faith subsequent to the execution of this Agreement; 7. Party A should make written report to Party B on the 15th of every month with previous month financial statements and major operations issues; B. PROFIT DISTRIBUTION AND PRODUCTION DEVELOPMENT Both parties have agreed that the profit in the first year will be used as company working capital; Shanxi Senrun Coal Chemistry Co. Ltd will get fixed return on the second year (the return rate to be negotiated subsequent to the execution of this Agreement), Asia Magnesium and Party A do not take part in the dividend distribution; 8. Jinwei Magnesium will primarily use its accumulated profit for production expansion or acquire other quality companies; 9. Party A will propose a capital increment timetable to each shareholder as soon as the annual production capability of Jinwei increases to 20,000 tons; the accumulated profit will be used as increased capital primarily, and each shareholder will make additional investment for any deficiency based on initial investment percentage, supplementary agreement will be signed; C. OTHER ISSUES 10. Jinwei Magnesium will be responsible for US annual auditing fee of approximately $35,000 USD; 11. Party B may assign personnel to work for Jinwei Magnesium, and Joint Venture will be responsible for related expenses; 12. Party B will propose a plan and get approval from BOD for possibly merger involving Jinwei Magnesium and Chang Magnesium in the beginning of 2009 to list publicly in United States. Party A: Taiyuan Yiwei Magnesium Co. Ltd.
/s/ Yuwei Huang --------------Yuwei Huang

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Party B: Asia Magnesium Co., Ltd.
/s/ Xiaowen Zhuang -----------------Xiaowen Zhuang

Party C: Shanxi Senrun Coal Chemistry Co., Ltd.
/s/ Yu Yuesheng --------------Yu Yuesheng

Party B: Asia Magnesium Co., Ltd.
/s/ Xiaowen Zhuang -----------------Xiaowen Zhuang

Party C: Shanxi Senrun Coal Chemistry Co., Ltd.
/s/ Yu Yuesheng --------------Yu Yuesheng

3

EXHIBIT 10.4 CONSULTING AND MANAGEMENT AGREEMENT Consulting and Management Agreement ("Agreement") made this 27th day of June 2007 by and between MR. AIHUA HU ("Hu") and CAPITAL ONE RESOURCE CO., LTD. ("Consultant").

W I T N E S S E T H: A. Hu is an individual residing in the Peoples Republic of China. B. Hu desires to engage the services of Consultant for advice regarding Hu's business endeavors as they relate to himself and other entities in China of which Hu maintains membership and/or equity interests. C. Capital One Resources Co., Ltd. is a Brunai company of limited liabilities. D. Capital One Resources Co., Ltd. is a wholly owned subsidiary of CDI Shanghai Management Co. Ltd., a Chinese company of limited liabilities. E. CDI Shanghai Management Co. Ltd. is a wholly owned subsidiary of China Direct, Inc., a Florida corporation. F. Consultant is desirous of performing such services on behalf of Hu. G. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties hereto agree as follows: 1. CONSULTING SERVICES. a. Upon the terms and subject to the conditions contained in this Agreement, Consultant hereby agrees that it will undertake the performance of services as outlined in this Agreement. b. Upon the terms and subject to the conditions contained in this Agreement, Consultant hereby agrees that it shall provide consulting services (the "Services") to Hu in the following areas: 1. Identifying suitable merger and acquisition candidates. 2. Perform due diligence on potential mergers and acquisition candidates. 3. Translation of documents. 4. Evaluation and structure of potential mergers and acquisitions.

EXHIBIT 10.4 CONSULTING AND MANAGEMENT AGREEMENT Consulting and Management Agreement ("Agreement") made this 27th day of June 2007 by and between MR. AIHUA HU ("Hu") and CAPITAL ONE RESOURCE CO., LTD. ("Consultant").

W I T N E S S E T H: A. Hu is an individual residing in the Peoples Republic of China. B. Hu desires to engage the services of Consultant for advice regarding Hu's business endeavors as they relate to himself and other entities in China of which Hu maintains membership and/or equity interests. C. Capital One Resources Co., Ltd. is a Brunai company of limited liabilities. D. Capital One Resources Co., Ltd. is a wholly owned subsidiary of CDI Shanghai Management Co. Ltd., a Chinese company of limited liabilities. E. CDI Shanghai Management Co. Ltd. is a wholly owned subsidiary of China Direct, Inc., a Florida corporation. F. Consultant is desirous of performing such services on behalf of Hu. G. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties hereto agree as follows: 1. CONSULTING SERVICES. a. Upon the terms and subject to the conditions contained in this Agreement, Consultant hereby agrees that it will undertake the performance of services as outlined in this Agreement. b. Upon the terms and subject to the conditions contained in this Agreement, Consultant hereby agrees that it shall provide consulting services (the "Services") to Hu in the following areas: 1. Identifying suitable merger and acquisition candidates. 2. Perform due diligence on potential mergers and acquisition candidates. 3. Translation of documents. 4. Evaluation and structure of potential mergers and acquisitions. 2. COMPENSATION. Hu shall pay to Consultant a success fee of 20% of any shares of common stock Hu receives as consideration pursuant to any merger or acquisition with a U.S. public entity in which Hu utilizes Consultant's consulting services. 3. BREACH OF CONTRACT. The sole remedy of this contract in respect of any material breach of this Agreement by Consultant shall be to terminate this Agreement upon the giving of thirty (30) days' prior written notice, but no such termination shall affect the fees payable pursuant to Paragraphs 3 hereof. 4. INDEMNIFICATION. Consultant shall not be liable to the Company or to any officer, director, employee, stockholders, or creditor of the Company, for any act or omission in the course of or in connection with the provision of advice or assistance hereunder. The Company agrees to and shall defend, indemnify and hold Consultant harmless from and against any and all suits, claims, demand, causes of action, judgment damages, expenses and liability (including court costs and attorney's fees paid in the defense of Consultant) which may in any way result from services provided by Consultant pursuant to or in connection with this Agreement. 1

5. TERMINATION. Either party may terminate this Agreement upon the giving of thirty (30) days' prior written notice. 6. SUBCONTRACTORS. This Agreement shall be assignable by Consultant solely upon the consent of Consultant. Company acknowledges that from time to time, Consultant may enlist a subcontractor to perform some of the services provided to Customer. In the event services to be performed as outlined in this Agreement are subcontracted to a third party, the third party shall accept responsibility for the performance of such activities. Consultant will cease to bear any responsibility related to the performance of subcontracted services; however the Consultant will act as liaison between the subcontractor and Company, to monitor the performance of services to be provided by any third party. 7. ENTIRE AGREEMENT. This Agreement contains the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto. 8. WAIVERS AND AMENDMENTS. This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies which any party may otherwise have at law or in equity. 9. GOVERNING LAW. This Agreement shall be governed and construed in accordance with the laws of the State of Florida applicable to agreements made and to be performed entirely within such State. 10. SEVERABILITY OF PROVISIONS. The invalidity or unenforceability of any term, phrase, clause, paragraph, restriction, covenant, agreement or other provision of this Agreement shall in no way affect the validity or enforcement of any other provision or any part thereof. 11. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when so executed, shall constitute an original copy hereof, but all of which together shall consider but one and the same document. 12. OTHER ACTIVITIES. Nothing contained herein shall prevent Consultant from acquiring or participating in a transaction of any kind with any other entity proposed by Consultant to be acquired by Company. Such transaction may be acquired at a price and upon terms and conditions more or less favorable than those offered to Company. 13. DISCLAIMER. Consultant acknowledges that he has relied upon the information provided by Company. Consultant has in entering into this Agreement, relied on the warranties or representations made by Company its officers, directors, agents, legal counsel or accountants concerning Company and/or its stock as to matters past, present or future. 14. NATURAL DISASTER. In the event that any obligation of either party is prevented or delayed by circumstances of natural disaster, such party will be excused from any failure to perform any such obligation under this Agreement to the extent that such failure is caused by any such circumstances. 2

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.
MR. AIHUA HU CAPITAL ONE RESOURCE CO., LTD.

/s/ Aihua Hu -----------[Sign name]

/s/Xiaowen Zhuang -----------------[Sign name]

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.
MR. AIHUA HU CAPITAL ONE RESOURCE CO., LTD.

/s/ Aihua Hu -----------[Sign name] Aihua Hu -------[Print name] 6.27.2007 --------[Date]

/s/Xiaowen Zhuang -----------------[Sign name] Xiaowen Zhuang -------------[Print name] General Manager --------------[Title] 6.27.2007 --------[Date]

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EXHIBIT 10.5 CONSULTING AND MANAGEMENT AGREEMENT Consulting and Management Agreement ("Agreement") entered into on this 27th day of June 2007 by and between SENSE HOLDINGS, INC. ("Company"), CDI SHANGHAI MANAGEMENT CO., LTD. ("Consultant")

W I T N E S S E T H: A. COMPANY has been made available to the resources and services of Consultant. As representative, COMPANY has and will continue to depend on the Consultant for advice as it relates to general consulting services in the Asia region. B. SENSE HOLDINGS, INC. is a company duly organized under the laws of the Florida C. Consultant is desirous of performing such services on behalf of COMPANY. D. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties hereto agree as follows: 1. CONSULTING SERVICES. a. Upon the terms and subject to the conditions contained in this Agreement, Consultant hereby agrees that, during the term of this Agreement, will undertake the performance of services as outlined in this Agreement. b. Upon the terms and subject to the conditions contained in this Agreement, Consultant hereby agrees that as of April 1, 2007 and throughout the term of this Agreement, will continue to support the Company in the following areas: 1. Identify suitable mergers and acquisition candidates in the United States 2. Perform due diligence on potential mergers and acquisition candidates 3. Assist in the negotiation and consummation of a potential transaction 4. Translation of documents 5. Evaluation and structure of potential mergers and acquisitions

EXHIBIT 10.5 CONSULTING AND MANAGEMENT AGREEMENT Consulting and Management Agreement ("Agreement") entered into on this 27th day of June 2007 by and between SENSE HOLDINGS, INC. ("Company"), CDI SHANGHAI MANAGEMENT CO., LTD. ("Consultant")

W I T N E S S E T H: A. COMPANY has been made available to the resources and services of Consultant. As representative, COMPANY has and will continue to depend on the Consultant for advice as it relates to general consulting services in the Asia region. B. SENSE HOLDINGS, INC. is a company duly organized under the laws of the Florida C. Consultant is desirous of performing such services on behalf of COMPANY. D. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties hereto agree as follows: 1. CONSULTING SERVICES. a. Upon the terms and subject to the conditions contained in this Agreement, Consultant hereby agrees that, during the term of this Agreement, will undertake the performance of services as outlined in this Agreement. b. Upon the terms and subject to the conditions contained in this Agreement, Consultant hereby agrees that as of April 1, 2007 and throughout the term of this Agreement, will continue to support the Company in the following areas: 1. Identify suitable mergers and acquisition candidates in the United States 2. Perform due diligence on potential mergers and acquisition candidates 3. Assist in the negotiation and consummation of a potential transaction 4. Translation of documents 5. Evaluation and structure of potential mergers and acquisitions 2. TERM. The Agreement shall be for a term of six (6) months from April 1, 2007, expiring September 30, 2007. 3. COMPENSATION. COMPANY shall pay the following compensation to Consultant and/or its designees in consideration for services which have been provide since April 1, 2007 and will continue to be rendered through the duration of this Agreement: a. COMPANY shall pay to Consultant an advisory fee of 5,000,000 shares of common. 4. BREACH OF CONTRACT. The sole remedy of this contract in respect of any material breach of this Agreement by Consultant shall be to terminate this Agreement upon the giving of thirty (30) days' prior written notice, but no such termination shall affect the fees payable pursuant to Paragraphs 3 hereof. 1

5. INDEMNIFICATION. Consultant shall not be liable to the Company or to any officer, director, employee, stockholders, or creditor of the Company, for any act or omission in the course of or in connection with the provision of advice or assistance hereunder. The Company agrees to and shall defend, indemnify and hold Consultant harmless from and against any and all suits, claims, demand, causes of action, judgment damages, expenses and liability (including court costs and attorney's fees paid in the defense of Consultant) which may in

5. INDEMNIFICATION. Consultant shall not be liable to the Company or to any officer, director, employee, stockholders, or creditor of the Company, for any act or omission in the course of or in connection with the provision of advice or assistance hereunder. The Company agrees to and shall defend, indemnify and hold Consultant harmless from and against any and all suits, claims, demand, causes of action, judgment damages, expenses and liability (including court costs and attorney's fees paid in the defense of Consultant) which may in any way result from services provided by Consultant pursuant to or in connection with this Agreement. 6. ENTIRE AGREEMENT. This Agreement contains the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto. 7. WAIVERS AND AMENDMENTS. This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies which any party may otherwise have at law or in equity. 8. GOVERNING LAW. This Agreement shall be governed and construed in accordance with the laws of the State of Florida applicable to agreements made and to be performed entirely within such State. 9. SEVERABILITY OF PROVISIONS. The invalidity or unenforceability of any term, phrase, clause, paragraph, restriction, covenant, agreement or other provision of this Agreement shall in no way affect the validity or enforcement of any other provision or any part thereof. 10. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when so executed, shall constitute an original copy hereof, but all of which together shall consider but one and the same document. 11. OTHER ACTIVITIES. Nothing contained herein shall prevent Consultant from acquiring or participating in a transaction of any kind with any other entity proposed by Consultant to be acquired by COMPANY. Such transaction may be acquired at a price and upon terms and conditions more or less favorable than those offered to COMPANY. 12. DISCLAIMER. Consultant acknowledges that he has relied upon the information provided by COMPANY. Consultant has in entering into this Agreement, relied on the warranties or representations made by COMPANY its officers, directors, agents, legal counsel or accountants concerning COMPANY and/or its stock as to matters past, present or future. 13. NATURAL DISASTER. In the event that any obligation of either party is prevented or delayed by circumstances of natural disaster, such party will be excused from any failure to perform any such obligation under this Agreement to the extent that such failure is caused by any such circumstances. 2

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.
SENSE HOLDINGS, INC. CDI SHANGHAI MANAGEMENT CO., LTD.

/s/ Dore Perler --------------[Sign name] Dore Perler --------------[Print name]

/s/ Xiaowen Zhuang -----------------[Sign name] Xiaowen Zhuang -------------[Print name]

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.
SENSE HOLDINGS, INC. CDI SHANGHAI MANAGEMENT CO., LTD.

/s/ Dore Perler --------------[Sign name] Dore Perler --------------[Print name] CEO --------------[Title] 6.27.2007 --------------[Date]

/s/ Xiaowen Zhuang -----------------[Sign name] Xiaowen Zhuang -------------[Print name] General Manager --------------[Title] 6.27.2007 -------[Date]

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EXHIBIT 10.6 CONSULTING AND MANAGEMENT AGREEMENT Consulting and Management Agreement ("Agreement") made this 24th day of April 2007 by and between SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC. ("Company"), CDI SHANGHAI MANAGEMENT CO., LTD., and its wholly owned subsidiary CAPITAL ONE RESOURCE CO., LTD.

W I T N E S S E T H: A. COMPANY desires to engage the services of Consultant as its business development representative. As representative, COMPANY will look to the Consultant for advice as it relates to general business development in the Asia region. B. SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC. is a company duly organized under the laws of the Nevada C. Capital One Resources Co., Ltd. a wholly owned subsidiary of CDI Shanghai Management Co. Ltd. D. Consultant is desirous of performing such services on behalf of COMPANY. E. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties hereto agree as follows: 1. CONSULTING SERVICES. a. Upon the terms and subject to the conditions contained in this Agreement, Consultant hereby agrees that, during the term of this Agreement, will undertake the performance of services as outlined in this Agreement. b. Upon the terms and subject to the conditions contained in this Agreement, Consultant hereby agrees that he shall, during the term of this Agreement, will support the Company in the following areas: 1. General business development 2. Assist in the creation of marketing and sales plans for the company's products

EXHIBIT 10.6 CONSULTING AND MANAGEMENT AGREEMENT Consulting and Management Agreement ("Agreement") made this 24th day of April 2007 by and between SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC. ("Company"), CDI SHANGHAI MANAGEMENT CO., LTD., and its wholly owned subsidiary CAPITAL ONE RESOURCE CO., LTD.

W I T N E S S E T H: A. COMPANY desires to engage the services of Consultant as its business development representative. As representative, COMPANY will look to the Consultant for advice as it relates to general business development in the Asia region. B. SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC. is a company duly organized under the laws of the Nevada C. Capital One Resources Co., Ltd. a wholly owned subsidiary of CDI Shanghai Management Co. Ltd. D. Consultant is desirous of performing such services on behalf of COMPANY. E. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties hereto agree as follows: 1. CONSULTING SERVICES. a. Upon the terms and subject to the conditions contained in this Agreement, Consultant hereby agrees that, during the term of this Agreement, will undertake the performance of services as outlined in this Agreement. b. Upon the terms and subject to the conditions contained in this Agreement, Consultant hereby agrees that he shall, during the term of this Agreement, will support the Company in the following areas: 1. General business development 2. Assist in the creation of marketing and sales plans for the company's products 3. Identification, evaluation and structure of potential mergers and acquisitions 2. TERM. The Agreement shall be for a term of twelve (12) months from the date hereof, expiring April 24, 2008. 3. COMPENSATION. COMPANY shall pay the following compensation to Consultant and/or its designees in consideration for the services to be rendered hereunder: a. COMPANY shall pay to Consultant an advisory fee of $600,000 in the form of common stock at a value of $.50 per share or 1,200,000 shares of common stock. b. Discretionary Award Fees. This agreement provides for the payment of discretionary award fees to be paid to Consultant and/or its designees. At the mutual agreement of COMPANY and Consultant and/or its designees, COMPANY can pay to Consultant and/or its designees fees in either cash or other marketable securities. 1

4. BREACH OF CONTRACT. The sole remedy of this contract in respect of any material breach of this Agreement by Consultant shall be to terminate this Agreement upon the giving of thirty (30) days' prior written notice, but no such termination shall affect the fees payable pursuant to Paragraphs 3 hereof.

4. BREACH OF CONTRACT. The sole remedy of this contract in respect of any material breach of this Agreement by Consultant shall be to terminate this Agreement upon the giving of thirty (30) days' prior written notice, but no such termination shall affect the fees payable pursuant to Paragraphs 3 hereof. 5. INDEMNIFICATION. Consultant shall not be liable to the Company or to any officer, director, employee, stockholders, or creditor of the Company, for any act or omission in the course of or in connection with the provision of advice or assistance hereunder. The Company agrees to and shall defend, indemnify and hold Consultant harmless from and against any and all suits, claims, demand, causes of action, judgment damages, expenses and liability (including court costs and attorney's fees paid in the defense of Consultant) which may in any way result from services provided by Consultant pursuant to or in connection with this Agreement. 6. TERMINATION. Either party may terminate this Agreement upon the giving of thirty (30) days' prior written notice, but no such termination shall affect the fees payable pursuant to Paragraphs 3 hereof. 7. SUBCONTRACTORS. This Agreement shall be assignable by Consultant solely upon the consent of Consultant. COMPANY acknowledges that from time to time, Consultant may enlist a subcontractor to perform some of the services provided to Customer. In the event services to be performed as outlined in this Agreement are subcontracted to a third party, the third party shall accept responsibility for the performance of such activities. Consultant will cease to bear any responsibility related to the performance of subcontracted services; however the Consultant will act as liaison between the subcontractor and COMPANY, to monitor the performance of services to be provided by any third party. 8. ENTIRE AGREEMENT. This Agreement contains the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto. 9. WAIVERS AND AMENDMENTS. This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies which any party may otherwise have at law or in equity. 10. GOVERNING LAW. This Agreement shall be governed and construed in accordance with the laws of the State of Florida applicable to agreements made and to be performed entirely within such State. 11. SEVERABILITY OF PROVISIONS. The invalidity or unenforceability of any term, phrase, clause, paragraph, restriction, covenant, agreement or other provision of this Agreement shall in no way affect the validity or enforcement of any other provision or any part thereof. 12. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when so executed, shall constitute an original copy hereof, but all of which together shall consider but one and the same document. 13. OTHER ACTIVITIES. Nothing contained herein shall prevent Consultant from acquiring or participating in a transaction of any kind with any other entity proposed by Consultant to be acquired by COMPANY. Such transaction may be acquired at a price and upon terms and conditions more or less favorable than those offered to COMPANY. 2

14. DISCLAIMER. Consultant acknowledges that he has relied upon the information provided by COMPANY. Consultant has in entering into this Agreement, relied on the warranties or representations made by COMPANY its officers, directors, agents, legal counsel or accountants concerning COMPANY and/or its stock as to matters past, present or future.

14. DISCLAIMER. Consultant acknowledges that he has relied upon the information provided by COMPANY. Consultant has in entering into this Agreement, relied on the warranties or representations made by COMPANY its officers, directors, agents, legal counsel or accountants concerning COMPANY and/or its stock as to matters past, present or future. 15. NATURAL DISASTER. In the event that any obligation of either party is prevented or delayed by circumstances of natural disaster, such party will be excused from any failure to perform any such obligation under this Agreement to the extent that such failure is caused by any such circumstances. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.
SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC. /s/ Laiwang Zhang ----------------[Sign name] Laiwang Zhang ------------[Print name] President --------[Title] 4.24.2007 --------[Date] CAPITAL ONE RESOURCE CO., LTD. /s/ Xiaowen Zhuang -----------------[Sign name] Xiaowen Zhuang -------------[Print name] General Manager --------------[Title] 4.24.2007 --------[Date]

CDI SHANGHAI MANAGEMENT CO., LTD. /s/ Xiaowen Zhuang -----------------[Sign name] Xiaowen Zhuang -------------[Print name] General Manager --------------[Title] 4.24.2007 --------[Date]

3

EXHIBIT 31.1 Rule 13a-14(a)/15d-14(a) Certification I, James Wang, certify that: 1. I have reviewed this Form 10-QSB of China Direct, Inc. for the period ended June 30, 2007; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

EXHIBIT 31.1 Rule 13a-14(a)/15d-14(a) Certification I, James Wang, certify that: 1. I have reviewed this Form 10-QSB of China Direct, Inc. for the period ended June 30, 2007; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Date: August 8, 2007 /s/ Yuejian (James) Wang -----------------------Yuejian (James) Wang CEO, principal executive officer

EXHIBIT 31.2 Rule 13a-14(a)/15d-14(a) Certification I, Yi (Jenny) Liu, certify that:

EXHIBIT 31.2 Rule 13a-14(a)/15d-14(a) Certification I, Yi (Jenny) Liu, certify that: 1. I have reviewed this Form 10-QSB of China Direct, Inc. for the period ended June 30, 2007; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Date: August 8, 2007 /s/ Yi (Jenny) Liu -----------------Yi (Jenny) Lu Vice President of Finance, principal accounting and financial officer

EXHIBIT 32.1 SECTION 1350 CERTIFICATION

EXHIBIT 32.1 SECTION 1350 CERTIFICATION In connection with the Form 10-QSB of China Direct, Inc. (the "Company") on Form 10-QSB for the period ended June 30, 2007, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James Wang, CEO of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/ Yuejian (James) Wang -----------------------Yuejian (James) Wang, CEO, principal executive officer

August 8, 2007

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 32.2 SECTION 1350 CERTIFICATION In connection with the Form 10-QSB of China Direct, Inc. (the "Company") on Form 10-QSB for the period ended June 30, 2007, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Yi (Jenny) Liu, Vice President of Finance of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/ Yi (Jenny) Liu -----------------Yi (Jenny) Liu, Vice President of Finance, principal accounting and financial officer

August 8, 2007

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 32.2 SECTION 1350 CERTIFICATION In connection with the Form 10-QSB of China Direct, Inc. (the "Company") on Form 10-QSB for the period ended June 30, 2007, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Yi (Jenny) Liu, Vice President of Finance of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/ Yi (Jenny) Liu -----------------Yi (Jenny) Liu, Vice President of Finance, principal accounting and financial officer

August 8, 2007

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.


				
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