EXHIBIT-4.1
CONSULTING AGREEMENT - XXXX XXXXXX
FAR EAST VENTURES, INC.
February 1, 2000
FAR EAST VENTURES, INC.
0000 Xxxxx-XxXxxx, Xxxxx 0000
Xxx Xxxxx, XX 00000
Xxxx Xxxxxx, Esq.
00 Xxxxx Xxxxxx, 0xx Xx.
Xxx Xxxx, XX 00000
Re: Engagement
Dear Xx. Xxxxxx:
We are pleased to confirm the arrangements under which Xxxx Xxxxxx (The
"Consultant") is engaged by Far East Ventures, Inc. (the "Company") to identify
acquisition targets for the Company and to advise the Company in structuring
mergers or other acquisition to which the Company is a party (the
(Transaction").
The Consultant and the Company agree as follows with respect to the
Transaction:
4. Servicing. During the Term (as hereinafter defined), the Consultant
shall render such services to the Company so as assist the Company in
identifying acquisition targets for the Company and advise the Company
in structuring mergers or other acquisitions. Nothing contained herein
constitutes a commitment on the part of the Consultant to find an
acquisition target for the company or, if such a target is found, that
any Transaction will be completed. The Consultant shall not have the
power of authority to bind the Company to any transaction without the
Company's prior written consent.
5. Term of Engagement. Either party hereto may terminate this Agreement
at any time after the date hereof, with or without cause, upon fifteen
(15) days written notice to the other party (the "Term").
6. Engagement Fee. Upon the execution of this Agreement, the Company
shall pay to the Consultant a fee (an "Engagement Fee") of 900,000
shares of the Company's common stock (the "Shares"), which amount
shall not be refundable.
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7. Registration Rights. The Company hereby covenants and agrees to immediately
file, from the date hereof, a registration of Form S-8 with the Securities
and Exchange Commission with respect to the Shares, including a reoffer
prospectus, to the extent required.
8. Further Assurances. In connection with the issuance of the Shares of Common
Stock of the Company to the Consultants pursuant to this Agreement of the
issuance of shares of common stock of the Company to the Consultant as a
Transaction Fee, the Consultant covenant and agrees that he shall execute
and deliver, or cause to be executed and delivered, any and all such
further agreements, instruments, certificates and other documents,
including the Subscription Agreement, a copy of which is annexed hereto as
Annex A, and shall take or cause to be taken any and all such further
action, as the Company may reasonably deem necessary or desirable in order
to carry out the intent and purpose of this Agreement.
9. Indemnification Each party agreed to indemnify and hold the other harmless
form any loss, damage, liability or expense, including reasonable
attorney's fee's and other legal expenses, to which the other party may
become subject arising out of or relating to any act or omission by the
indemnifying party (or any person connected or associated with the
indemnifying party), which is or is alleged to be a violation of any
applicable statues, laws or regulations or arising from the negligence of
willful misconduct of the indemnifying party.
10. Cooperation Confidentiality. During the term of this Agreement, the Company
shall furnish the Consultant with all information, data, or documents
concerning the Company that the Consultant shall reasonably deem
appropriate in connection with his activities hereunder, other than
material non-public information.
11. Notice. All notice, requests demands and other communications under this
Agreement shall be in writing, and shall be deemed to have been duly given
(a) on the date of service, if served personally on the party to whom
notice is to be given, (b) on the day after the date sent by a recognized
overnight courier service with all charges prepaid or billed to the account
for the sender, (c) five (5) days after being deposited in the mail if sent
by first-class air mail, registered or certified, postage prepaid, or (d)
on the day after the date set forth on the transmission receipt when sent
by facsimile transmission to the party being notified at its address or
facsimile number set forth below or such other address or facsimile numbers
as any party hereto shall subsequently notify all other parties hereto in
writing.
(i) If the Consultant:
Xxxx Xxxxxx, Esq.
00 Xxxxx Xxxxxx, 0xx Xx.
Xxx Xxxx, XX 00000
(ii) If to the Company:
FAR EAST VENTURES, INC.
0000 Xxxxx-XxXxxx, Xxxxx 0000
Xxx Xxxxx, XX 00000
12. Non-Assignability Binding Effect. Neither this Agreement, nor any of the
rights or obligations of the parties shall be assignable by either party
hereto without the prior written consent of the other party. Otherwise,
this Agreement shall be binding upon and shall inure to the benefit of the
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parties hereto and their respective heirs. Executors, administrators,
personal representatives, successors, and permitted assignees.
13. Choice of Law. This Agreement shall be governed and enforced in accordance
with the laws of the State of New York, without regard to its conflict of
law principles.
FAR EAST VENTURES, INC.
By: /s/
-------------------------
Xxxx Bilawey/President, CEO
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