SERVICE AGREEMENT

Number :
________________________________________________________________________

This Service Agreement (this “Agreement”) is made as of ___________(“Effective Date”),

between:

1. ASCLEPIUS, a company incorporated under the laws of *, and having its registered
address at * and its subsidiary (“First Party”);

2. KHOA, a citizen of the * with passport number * of * (“Second Party”).

The First Party and the Second Party collectively shall be referred as the “Parties” and
individually as the “Party”.

WHEREAS:

a. The First Party is engaged in the business of manufacture of pharmaceutical

intermediates and fine chemical for human use (manufacturing, selling and trading);

b. [The Second Party is expert related to pharmaceutical, veterinary, etc.];

c. The First Party intends to register, including but not limited to, Feed and Animal
Supplement Products (“Products”) in Republic Socialist of Vietnam (“Vietnam”);

d. The First Party wishes to engage the Second Party in order to register the Products in
Vietnam and the Second Party agrees to be engaged to the First Party under the terms
and conditions of this Agreement.

NOW THEREFORE, in consideration of the above recitals and the mutual promises and
benefits contained herein, the Parties hereby agree as follows:

ARTICLE 1
SCOPE OF SERVICES

During the term of this Agreement, the Second Party shall provide the following services
(“Services”):

a. to register the Products in Vietnam, as detailed in Exhibit A, under the name of the First
Party or its subsidiary;
b. to provide consultancy in related to the Products., including [*];
c. Report the progress of the Services every week to the First Party; and
d. Perform the Services with professional diligence and skill, as a fully-trained, skilled,
competent, and experienced personnel.

ARTICLE 2
TERM
1. The term of this Agreement shall be effective on the Effective Date, and will continue
in effect until the completion of the Services and delivery and performance of all rights
and obligations of the Parties herein (the “Term”), unless otherwise terminated in
accordance with the provisions of Article 7 of this Agreement.

2. Upon the termination or expiration of this Agreement, any on-going Services shall be
completed by the Second Party, as if the Agreement is extended until such time the said
Services are fully completed.

ARTICLE 2
PRICE AND COMPENSATION

1. The price and compensation for the Services shall be as set forth in Exhibit A hereto.
All payments due to the Second Party under this Agreement shall be in USD, payable
upon receiving invoice.

2. Second Party shall invoice First Party in accordance with the terms of payment under
this Agreement and payment shall become due and payable at the latest of 14 (fourteen)
calendar days from receipt of the invoice by Second Party. First Party shall make
payment to the Second Party’s bank account designated in the invoice.

ARTICLE 3
ASSIGNMENT

First Party may assign either this Agreement or any of its rights, interests, or obligations
hereunder without the prior written approval of the Second Party. Subject to the preceding
sentence, this Agreement shall be binding upon and shall inure to the benefit of the Parties
hereto and their respective successors and permitted assigns.

ARTICLE 4
CONFIDENTIAL INFORMATION

1. Confidential Information means any and all information of a confidential and

proprietary nature in any form whatsoever, whether electronic or otherwise (including
any and all oral and visual information) which is received from the First Party, its
affiliates, its subsidiaries, including, without limitation:

(a) all scientific, technical, intellectual, commercial or other information, relating to

templates, source codes, methods, processes, formulae, compositions, systems
techniques, product information, inventions, know-how, trade secrets and research
projects, including, without limitation, any intellectual property rights (including,
without limitation, copyright, patent rights and all other intellectual and/or industrial
property rights, all rights in proprietary information and trade secrets owned, developed
and/or held by the First Party relating to, used in relation to and/or comprised in its
project, in each case whether registered or unregistered (including all rights to apply for
and be granted renewals, extensions and rights to claim priority from, such rights and
any similar forms of protection)) owned, developed or acquired by the First Party in
relation to its project;
(b) any information, relating to any chemical compound and experimental data, the
characteristics of such compounds, the methodology as to how any such compound is
synthesised and all the related research data, trial studies and results in relation to such
compounds, all information relating to the physical, microbiological, chemical and
toxicological specifications of each compound and their interactions with other
ingredients or compounds, the methods of manufacturing, testing, developing and
storing any compound and the uses or projected uses of any compound;

(c) all commercial, marketing and business information, strategic and development plans,
intentions, in-house systems, procedures, operating conditions and any matter
concerning the First Party, its affairs, businesses, operations, shareholders, directors,
officers, business associates, clients or any other person or entity having dealings with
the First Party, including any information disclosed or made available to any regulatory
or governmental body;

(d) business plans, data, business records of every nature, customer lists, client databases,
pricing data, project records, market reports, sources of supply, policies and procedures,
information relating to technologies or theory; and

(e) all other information which may be disclosed by the First Party, its affiliates or any
third party to the Second Party, which the First Party may be provided access to, which
is deemed to be confidential information or which is generated by the First Party and
which is not generally available to the public, including all copies, reproductions and
extracts thereof, in any format or manner of storage, whether in whole or in part,
together with any other property of the First Party or its affiliates made or acquired by
the Second Party or coming into its possession or control in any manner whatsoever,

2. Confidential Information shall not include information that:

a. was in the lawful possession of the Second Party at the time of disclosure by the First
Party without an obligation to keep the same confidential;

b. the Confidential Information was received from a third party that was not obligated to
the First Party to maintain the Confidential Information in confidence;

c. the Second Party can show that equivalent information was developed independently by
the Second Party, without reference to any Confidential Information; or

d. was in the public domain at the time of disclosure to the Second Party or subsequently
becomes so (other than as a result of disclosure by the Second Party, contrary to his
respective obligations of confidentiality).

3. Notwithstanding the termination of this Agreement, howsoever arising, the Second

Party shall continue to be bound by the confidentiality undertakings set out in this
Agreement, for five (5) years after the date of disclosure.

ARTICLE 5
INDEMNIFICATION
1. First Party shall defend, indemnify, and hold harmless Second Party from and against
any and all losses caused by a breach of this Agreement by Second Party including,
without limitation to, the negligence or willful misconduct of Second Party in
performing its obligations under this Agreement, or caused by the failure of Second
Party to comply with the provisions of this Agreement;

2. Second Party shall defend, indemnify, and hold harmless First Party its officers,
directors, shareholders and employees from and against any and all losses caused by a
breach of this Agreement by Second Party including without limitation to, the
negligence or willful misconduct of First Party in performing its obligations under this
Agreement, or caused by the failure of First Party to comply with the provisions of this
Agreement.

ARTICLE 6
TERMINATION

1. This Agreement may be terminated by any Party at any time without cause upon 60
(sixty) days prior written notice to the other Party;

2. This Agreement may be terminated by either Party in the event of a material breach by
the other Party of provision of this Agreement provided that the breaching Party is
given written notice of the nature of the default and an opportunity to cure such default
within a period of 15 (fifteen) days after the giving of notice.

ARTICLE 7
MISCELLANEOUS PROVISION

1. Intellectual Property Rights

a. All intellectual property and related material, including any trade secrets, moral rights,
goodwill, relevant registrations or application for registrations, and rights in any patent,
copyrights, trademark, trade dress, industrial design and trade name (“the Intellectual
Property”) that is developed or produced under this Agreement, will be the sole
property of the First Party.
b. The Second Party may not use the Intellectual Property for any purpose other than that
contracted for in this Agreement except with the written consent of the First Party. The
Second Party will be responsible for any and all damages resulting from the
unautorized use of the Intellectual Property.

2. Force Majeure
The obligations of a Party shall be suspended to the extent and for the period that a
performance is prevented by any cause beyond its reasonable control, including but not
limited to acts of God, laws, regulations or orders of any governmental entities,
judgments or order of any court of law, acts of war whether declared or undeclared, riot,
civil strife, labour disputes, explosions, fires, earthquake, volcanic eruptions and other
natural calamities. The affected Party shall promptly notify therein the nature of the
suspension, the reason therefore and the expected duration thereof. The affected Party
shall take reasonable measures to eliminate the events and resume performance as soon
 as reasonably possible. Second Party and First Party shall have no liability for losses
incurred by either Party as a result of acts beyond it control.

3. Notice
a. All notices required or permitted under this Agreement to be made or given by
one (1) Party to another shall be in writing and may be delivered by hand or
special courier or given by facsimile to the address or facsimile number set out
below:

ASCLEPIUS
*

LÊ VĂN KHOA
*

b. Any such notice shall be deemed to be made or given when delivered (in case of a
notice delivered by hand or by special courier) on being received clearly in full (in
case of a notice made by facsimile transmission). These addresses may be
changed from time to time by either Party by providing written notice to the other
in the manner set forth above.

4. Governing Law
This Agreement shall be governed by and construed and enforced in accordance with
the laws of the Socialist Republic of Vietnam.

5. Amendment
No changes, alterations or modifications of this Agreement shall be effective and valid
unless made in writing and signed by the Parties and such changes, alterations or
modifications shall form and constitute an integral and inseparable part of this
Agreement.

6. Severability
If any part or provision of this Agreement be determined to be invalid or unenforceable
in whole or in part, such invalid or unenforceable part or provision shall not affect the
validity or enforceability of any other part or provision.

7. Headings
The heading of the article of this Agreement and all of it’s Schedule are for reference
purposes only, and shall not in any way affect the meaning or interpretation of the
Agreements and its provisions.

8. Counterparts
This Agreement may be executed in any number of counterparts, each of which shall
constitute one and the same instrument.

(Signature Page to Follow)

IN WITNESS WHEREOF, the Parties hereto have made and executed this Agreement as of
day and year first above written.

First Party Second Party

ASCLEPIUS

_____________________________ ________________________________
Name : Name :
Title : Director

_________________________
Name :
Title : Director
 EXHIBIT A

Draft cost estimation for registration of Pondguard and Natural guard

No. Items Description Unit Quantity Price (USD) Total
Step 1: Preparation (March to April 20)
Summarize available information and
Support Asclepius to documents required for opening a day 2 200 400
1 open a representative warehouses in Vietnam
office in Vietnam Join meeting with Asclepius with
  2 200 400
relevant offices (if required)

Publish short Connect with editors to get requirement

communication of   1 100 100
2 for publications
product trial results in
local journal/magazines
Translate into Vietnamese   2 200 400
Collect legal regulations required,
translation, report to Asclepius day 3 200 600
Indonesia

Pond guard registration Meet with Department of Aquaculture

times 3 50 150
as feed and water (DoA) officer to clarify
3
supplement for Finalize registration process and
Aquaculture day 1 200 200
documents required by the DoF
Local transport from/to DoA times 3 15 45
Prepare register documents for
day 2 200 400
submission to DoA
Collect legal regulations required,
translation, report to Asclepius day 3 200 600
Indonesia
Meet with Department of Aquaculture
times 3 50 150
Pondguard registration (DoF) officer to clarify
2 as feed supplement for Finalize registration process and
aquatic animals day 1 200 200
documents required by the DoF
Local transport from/to DoF times 3 15 45
Working with GreenVet to finalize
register documents for submission to day 2 200 400
DoF
Collect legal regulations required,
translation, report to Asclepius day 3 200 600
Indonesia
Meet with Department of Livestocks
times 3 50 150
Natural registration as (DoL) officer to clarify
4 feed supplement for
animals (swine) Finalize registration process and
day 1 200 200
documents required by the DoL
Local transport from/to DoL times 3 15 45
Prepare register documents for
day 2 200 400
submission to DoL
TOTAL 5,485