CONSULTING AND MANAGEMENT AGREEMENT





         Consulting and Management Agreement ("Agreement") made this 24th day of

August 2005 by Linkwell Corporation., organized and existing under the laws of

Florida State ("Linkwell" or "Company") and China Direct Investments, Inc.

existing under the laws of Florida State ("CDI" or "Consultant").



                              W I T N E S S E T H:



A. Linkwell Corp desires to engage the services of Consultant as its

representative in the United States. As the U.S. representative, Linkwell Corp

will look to the Consultant for advice as it relates to general business affairs

and customs in the United States.



Consultant is desirous of performing such services on behalf of Linkwell



B. 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 he shall, 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:



i.    General business consulting

ii.   Translation of Chinese/English documents

iii.  Management of professional resources, (i.e. legal, accounting, transfer

      agent, public relations services)

iv.   Identification, evaluation and structure of potential mergers

      and acquisitions

v.    Assist in the creation of marketing and sales plans

vi.   Manage investor road shows/investment conferences

vii.  Coordinate of public disclosures

viii. Advice on corporate structure and capital events (i.e. divestitures,

      spin-offs joint ventures)



2. Term. The Agreement shall be for a term of twelve (12) months from the date

hereof. This Agreement may be extended for an additional twelve (12) months upon

the mutual agreement of both Linkwell and the Consultant.



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3. Compensation. Linkwell shall pay the following compensation to Consultant in

consideration for the services to be rendered hereunder:



a There shall be issued to Consultant 2,000,000 shares of Common Stock, $.0005

par value (the "Shares"), in consideration for the agreement to provide services

to be performed hereunder.



b There shall be issued to Consultant Warrants to purchase an aggregate of

2,125,000 shares of Common Stock, $.0005 par value (the "Warrants"), of Linkwell

Corporation. 2,125,000 Warrants shall be issued in January 2006. Each Warrant

shall be exercisable at a price per share of Common Stock of $.20; each Warrant

expires thirty six months following the date of its specific issuance;



c Discretionary Award Fees. At the discretion of the Company, this agreement

provides for the payment of fees payable to the Consultant. At the mutual

agreement of Linkwell and the Consultant, Linkwell can pay to Consultant fees in

either readily available funds or other marketable securities.

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