Exhibit 10.1
FIRST AMENDED AND RESTATED CONSULTING AGREEMENT
This First Amended and Restated Consulting Agreement (this "Agreement") is
entered into as of the 8th day of February, 2007 by and between Concept Ventures
Corporation, a Nevada corporation ("CVC"), and Xxxxx Xxxxx (the "Consultant").
RECITALS
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Whereas, CVC and Consultant desire to amend and restate in its entirety
that certain Consulting Agreement (the "Original Agreement") entered into by the
parties on January 19, 2007.
AGREEMENT
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In consideration of the foregoing and of the mutual promises set forth
herein, and intending to be legally bound, the parties hereto agree that the
Original Agreement shall be amended and restated as follows:
1. Engagement. CVC hereby engages Consultant as an independent contractor to
provide assistance to CVC in its efforts to consummate the transactions
contemplated by that certain share exchange agreement (the "Share Exchange
Agreement") dated as of September 6, 2006 by and among CVC, Ritar International
Group Limited, a British Virgin Islands company (the "Company"), and the
Stockholders of the Company (the "Stockholders") pursuant to which the
Stockholders will exchange all of the issued and outstanding stock of the
Company for shares of CVC's common stock.
2. Term. This Agreement will commence on January 19, 2007, and unless modified
by the mutual written agreement of the parties, shall continue until such time
as the transactions contemplated by the Share Exchange Agreement are either
abandoned or consummated.
3. Compensation and Registration Rights. In consideration of the services to
be performed by Consultant, CVC agrees to issue to Consultant 85,295 restricted
shares of the common capital stock of CVC. CVC agrees that the shares issued
hereunder shall be registered for resale in that certain registration statement
to be filed with the Securities and Exchange Commission for the purpose of
registering shares of CVS' common stock issued to participants in the financing
transaction referenced in the Share Exchange Agreement.
4. Representations and Warranties. Consultant represents and warrants (i) that
Consultant has no obligations, legal or otherwise, inconsistent with the terms
of this Agreement or with Consultant's undertaking this relationship with CVC,
(ii) that Consultant will not use in the performance of its responsibilities
under this Agreement any confidential information or trade secrets of any other
person or entity and (iii) that Consultant has not entered into or will enter
into any agreement (whether oral or written) in conflict with this Agreement.
5. Limited Liability. Consultant shall not be liable to CVC, or to anyone who
may claim any right due to its relationship with the CVC, for any acts or
omissions on the part of the Consultant or the agents or employees of the
Consultant in the performance of Consultant's services under this Agreement. CVC
shall hold Consultant free and harmless from any obligations, costs, claims,
judgments, attorney's fees, or attachments arising from or in any way related to
the services rendered to CVC.
6. Governing Law. This Agreement shall be governed by the laws of the State of
Nevada.
7. Miscellaneous. If any action at law or in equity is necessary to enforce or
interpret the terms of this Agreement, the prevailing party shall be entitled to
reasonable attorney's fees, costs. This Agreement shall be binding on and inure
to the benefit of the parties to it and their respective successors and assigns.
Executed on the day and year first above written.
Concept Ventures Corporation
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
Printed
Name: Xxxxxxx X. Xxxxxx
Its: Chief Executive Officer
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