Exhibit
10.1
October 14th 2008
Pursuant to our
discussions, this letter sets forth an agreement (the "Agreement")
between ChinaTel, it's representatives, successors, assigns, and
heirs ("ChinaTel" or "the Company") and Shai Bar-Lavi ("Shai") it's
representatives, successors, assigns, and heirs with respect to an
arrangement to pay Shai a fee related for its role as an advisor to
the Chairman & CEO for 36 month including but not limited to
introducing the Company to a potential acquisitions, joint
ventures, business developments, representing the company in
events, meetings etc.
It is understood and acknowledged by Shai and
the Company that for the date this Agreement is entered into, and
for 36 month thereafter, the relationship between Shai and the
Company shall be non exclusive.
The Parties
agree not to circumvent, bypass or obviate each other, either
directly or indirectly, for any reason, or to avoid the payment of
any fees which may be due any of the parties in this transaction,
or to unilaterally pursue any project, information or
business contact disclosed by any of the Parties to each
other.
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A.
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Fees and
Expenses. In connection
with the Services described above, the Company shall pay to
Shai the following compensation:
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1.
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Consultant
shall receive a fee equal to the total of 3.5M S8 shares of the
company in three (3) installments during the first quarter of 2009
(1 M in January 2009, 1M in February 2009 and the balance in March
2009, which shares shall be deemed immediately fully paid and
non-assessable.)
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2.
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Expenses. In addition to any fees payable to Shai
hereunder, the Company hereby agrees to reimburse Shai for all
reasonable travel and other out-of-pocket expenses incurred in
connection with Shai's engagement. Such reimbursement shall be
limited to $_,000 per month with the prior written approval by the
Company.
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B. Use of
Information. The Company will furnish Shai such written
information as Shai reasonably requests in connection with the
performance of its services hereunder. The Company understands,
acknowledges and agrees that, in performing its services hereunder,
Shai will use and rely entirely upon such information as well as
publicly available information regarding the Company and other
potential parties to an Offering and that Shai does not assume
responsibility for independent verification of the accuracy or
completeness of any information, whether publicly available or
otherwise furnished to it, concerning the Company or otherwise
relevant to an Offering, including, without limitation, any
financial information, forecasts or projections considered by Shai
in connection with the provision of its services.
C. Indemnity.
In connection with the Company's engagement of Shai as agent, the
Company hereby agrees to indemnify and hold harmless Shai and its
Affiliates, and the respective controlling persons, directors,
officers, shareholde
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