EXHIBIT 4.1
July 2, 2002
Xx. Xx Xx Xxx
Shenzhen, Guangdong
China
Dear Xx. Xx,
Re: Finder Services
This letter sets forth our agreement and understanding concerning your provision
of referral and advisory services regarding the acquisition ("Acquisition") of
majority shareholding of CEC Telecom Ltd. ("CECT") in China by Xxxx Xxxx
Universal Telephone Inc. (the "Company"), a company incorporated in the British
Virgin Islands.
Through your referral and coordination, the Company has successfully executed
agreements with respective parties in March 2002 regarding the Acquisition for a
consideration of Rmb360 million.
Therefore, in light of the mutual understandings contained in this Agreement and
other good and valuable consideration we agree as follows:
1. Finder Services
This Agreement is to recognize and stipulate the compensation to Xx. Xx Xx
Xxx ("Consultant") for his finder services to the Company in respective of
the referral and coordination work for the Acquisition ("Services").
2. Compensation
Upon execution of this agreement, the Company will pay the Consultant, in
the Company's sole discretion, either (i) Rmb36,000,000 or (ii) 1,000,000
shares of the Company's common stock ("Shares") as compensation for the
Consultant's Services to the Company. In the event the Company pays the
Consultant in Shares, the Company will use the commercially reasonable
means to register the Shares for resale on Form F-3 under the Securities
Act of 1933, as amended or any other applicable registration statements as
necessary.
3. Indemnification
The Company will indemnify and defend the Consultant against all claims,
proceedings, suits or other matters that might be asserted against the
consultant by
reason of this Agreement and the Company will pay the Consultant reasonable
attorney's fees and expenses in connection with such matters; provided that
the Consultant acts within the scope of this Agreement and is not
negligent.
4. Confidential Information
The Consultant acknowledges that it will gain knowledge of information of
substantially value to the Company regarding the company's business which
is not generally known including, but not limited to, know-how, trade
secrets techniques, designs, sales and customer information, and business
and financial information relating to the business, products services
practices or techniques of the Company's plans for future products or
developments ("Confidential Information"). The Consultant agrees to, at all
times, regard and reserve such information as confidential. The Consultant
further agrees that such Confidential Information will not be disclosed by
it or any person or entity without the prior consent of the Company.
5. Entire agreement
The provision of this Agreement set forth the entire binding agreement
between the parties and supercede all prior written and oral
communications, discussion, and negotiations between the parties concerning
the services. The terms of this Agreement should be settled through
arbitration.
6. Settlement of Disputes
Any disputes between both parties in relation to the execution of this
Agreement should be settled through arbitration.
7. Binding effect
This agreement shall be binding upon the parties hereto and their
respective heirs, successors and assigns.
8. Counterparts
This Agreement may be executed in multiple counterparts, each of which
shall be deemed and original and all of which taken together shall be but a
single instrument. For purpose of this Agreement only, facsimile signatures
shall be considered original signatures.
9. Subcontract/Assignment
The Company understands that the Consultant in the performance of this
agreement
may subcontract and/or assign portions of this Agreement.
In Witness Whereof, the Company, through its duly authorized officer, and the
Consultant have executed this Agreement as of the day and year first above
written.
/s/ XX XXX XXX
-----------------------------------
Xx Xxx Xxx
Chairman
Xxxx Xxxx Universal Telephone, Inc.
Agreed and accepted by
/s/ XX XX XXX
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Xx Xx Xxx
Signed on July 2, 2002
In Shenzhen, China
