EXHIBIT 10.19
ADVISORY SERVICE AGREEMENT
THIS ADVISORY SERVICE AGREEMENT (the "Agreement") is made this 4th day of April 2000 by and
between CUIDAO HOLDING CORPORATION, a Florida corporation (the "Company") and ST. MARTIN
EQUITY GROUP INC. a Bahamian Corporation (the "Advisor").
WHEREAS, Advisor and Advisor's personnel have experience in advising corporate management, strategic
planning, corporate development, financial accounting and forcecasting, marketing, structuring investor relations
programs, contract negotiations and performing general administrative duties for publicly -held companies and
development stage investment ventures relative to European Markets; and
WHEREAS, the Company desires to retain Advisor to advise and assist the Company in its development in
Europe on the terms and conditions set forth herein.
NOW THEREFORE in consideration of the mutual promises and conditions set forth herein and for other good
and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as
follows:
1. Engagement. The Company hereby engages Advisor as of the date hereof and continuing until the termination
as provided herein to provide or assist the Company with the following: review of existing financial reporting
system and provide a fully-automated accounting system which will grow with the Company; attend e-commerce
and other beverage industry conferences and advise the Company on trends and strategies for the beverage
industry; provide a fully-developed e-commerce website for the Company; negotiate or assist in the negotiation
of source, distribution and marketing agreements; evaluate prospective distributors;
negotiate and evaluate potential distributor acquisitions; structure and negotiate financing with investors secured
by the Company; assist in the preparation and completion of all Securities and Exchange Commission ("SEC)
filings, including annual and quarterly reports, registration statements and any other SEC filings; assist in the
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