FAR EAST VENTURES INC
S-8, EX-10.1, 2000-08-23
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                                                                    EXHIBIT 10.1

                   INDEPENDENT CONTRACTOR/CONSULTING AGREEMENT


        THE  AGREEMENT  is made and  entered  into as of this 1st day of August,
2000  by and  between  FAR  EAST  VENTURES,  INC.,  hereinafter  referred  to as
"Client",  with its principal  place of business at 3660 Howard Hughes  Parkway,
Las Vegas,  NV 89109 , and Shawn A.  Becker , with his place of business at 8600
W. 131st Place,  Suite 511, Overland Park, Kansas 66213 hereinafter  referred to
as "Consultant".

RECITALS

        A. WHEREAS, Client is a development stage company; and

        B. WHEREAS,  the Consultant is generally  knowledgeable  in the areas of
the  business  operations  of the Company  and  possesses  experience  in merger
structure and management compensation issues; and

        C. WHEREAS,   the  Company   wishes  to  engage  the   Consultant  on  a
nonexclusive basis as an independent  contractor to utilize Consultant's general
merger structure  knowledge and management  compensation  issues  experience for
this type of Company; and

        D. WHEREAS, the Consultant is willing to be so retained on the terms and
conditions as set forth in this Agreement.

                                    AGREEMENT

        NOW,  THEREFORE,  in  consideration  of  the  promises  and  the  mutual
agreements hereinafter set forth, the parties hereto agree as follows:

     1. Engagement. The Company hereby retains and engages Consultant to perform
the following consulting services (the "Consulting Services");

        1.1 Duties of Consultant.  The Consultant will provide such services and
advice to the  Company so as to advise the  Company  in  structuring  mergers or
other acquisitions. Without limiting the generality of the foregoing, Consultant
will also assist the Company in developing,  studying and evaluating acquisition
proposals,  prepare reports and studies  thereon when  advisable,  and assist in
matters of executive  compensation and discussions  pertaining thereof.  Nothing
contained herein  constitutes a commitment on the part of the Consultant to find
an  acquisition  target for the Company  or, if such  target is found,  that any
transaction  will be  completed.  This  Agreement  is not a contract for listing
services, and nothing in this Agreement will require the Consultant to negotiate
on behalf of the Company with  corporations  that are involved  with listings or
making a market in corporate securities in the OTC markets.

                                       18
<PAGE>

        2. Duties  Expressly  Excluded.  This Agreement  expressly  excludes the
Consultant from providing any and all capital  formation  and/or public relation
services to the Company  inclusive  of but not limited to (i) direct or indirect
promotion of the Company's securities;  (ii) assistance in making of a market in
the Company's  securities;  and (iii) assistance in obtaining debt and/or equity
financing.  The  Consultant  shall not have the power of  authority  to bind the
Company to any transaction without the Company's prior written consent.

        3.  Consideration.  Client and Consultant agree that Consultant  receive
from the Client a fee of Eight  Hundred  Thousand  (800,000)  shares of Client's
common stock, in advance,  as consideration  for the services  rendered or to be
rendered pursuant to this Agreement.

        4. Term.  This  Agreement  shall be effective  for a term of twelve (12)
months starting from the date first written above unless sooner  terminated upon
mutual written agreement of the parties hereto.

        5. Expenses.  Consultant shall bear his out-of-pocket costs and expenses
incident to performing the Consulting  Services,  with a right of  reimbursement
from the Company if such expenses are pre-approved by the Company.

        6. Consultant's Liability. In the absence of gross negligence or willful
misconduct on the part of the Consultant or the Consultant's breach of any terms
of this Agreement,  the Consultant  shall not be liable to the Company or to any
officer, director, employee, stockholder or creditor of the Company, for any act
or omission in the course of or in connection with the rendering or providing of
services hereunder.  Except in those cases where the gross negligence or willful
misconduct  of the  Consultant  or the breach by the  Consultant of any terms of
this Agreement is alleged and proven,  the Company agrees to defend,  indemnify,
and hold the Consultant  harmless from and against any and all reasonable costs,
expenses and liability (including reasonable attorney's fees paid in the defense
of the  Consultant)  which may in any way result from  services  rendered by the
Consultant  pursuant  to  or  in  any  connection  with  this  Agreement.   This
indemnification  expressly  excludes  any and all  damages  as a  result  of any
actions or statements,  on behalf of the Company, made by the Consultant without
the prior approval or authorization of the Company.

        7. Company's Liability. The Consultant agrees to defend,  indemnify, and
hold the Company harmless from an against any and all reasonable costs, expenses
and  liability  (including  reasonable  attorney's  fees paid in  defense of the
Company) which may in any way result pursuant to its gross negligence or willful
misconduct or in any  connection  with any actions taken or statements  made, on
behalf of the  Company,  without  the prior  approval  or  authorization  of the
Company or which are otherwise in violation of applicable law.

                                       19
<PAGE>

        8. Representations.  The Consultant makes the following representations:

          a.  Consultant has no prior or existing  legally  binding  obligations
     that are in conflict with its entering into this Agreement;

          b. Consultant shall not offer or make payment of any  consideration to
     brokers,  dealers, or others for purposes of inducing the purchase,  making
     of a market or recommendation for the purchase of the Company's securities;

          c.  Consultant  is not currently  the subject of an  investigation  or
     inquiry by the Securities and Exchange  Commission,  the NASD, or any state
     securities commission;

          d.  Consultant's  activities and operations  fully comply with now and
     will comply with in the future all applicable state and federal  securities
     laws and regulations;

          e. Consultant  understands  that, as a result of its services,  it may
     come to possess material non-public information about the Company, and that
     it has implemented  internal control  procedures  designed to reasonably to
     insure that it and none of its employees, agents, Consultant or affiliates,
     trade in the securities of client companies while in possession of material
     non-public information;

          f.  During  the Term of this  Agreement  and for a period of two years
     thereafter,  the Consultant shall treat as the Company's confidential trade
     secrets all date,  information,  ideas,  knowledge and papers pertaining to
     the  affairs  of  the  Company.  Without  limiting  the  generality  of the
     foregoing,  such trade secrets shall include: the identity of the Company's
     customers,  suppliers and prospective customers and suppliers; the identity
     of the Company's  creditors  and other sources of financing;  the Company's
     estimating and costing  procedures and the cost and gross prices charged by
     the Company for its products;  the prices or other consideration charged to
     or required of the Company by any of its suppliers or potential  suppliers;
     the Company's sales and promotional policies;  and all information relating
     to  entertainment  programs  or  properties  being  produced  or  otherwise
     developed  by the  Company.  The  Consultant  shall not  reveal  said trade
     secretes  to others  except in the  proper  exercise  of its duties for the
     Company,  or  use  their  knowledge  thereof  in  any  way  that  would  be
     detrimental  to the interest of the Company,  unless  compelled to disclose
     such information by judicial or administrative process; provided,  however,
     that the divulging of  information  shall not be a breach of this Agreement
     to the extent that such  information was (i) previously  known by the party
     to which it is divulged,  (ii) already in the public domain, all through no
     fault of the  Consultant,  or (iii)  required to be disclosed by Consultant
     pursuant to judicial or governmental order. The Consultant shall also treat
     all  information  pertaining to the affairs of the Company's  suppliers and
     customers and  prospective  customers and suppliers as  confidential  trade
     secrets of such  customers  and  suppliers  and  prospective  customers and
     suppliers, and:

                                       20
<PAGE>

          g.  Consultant  agrees to notify the  Company  immediately  if, at any
     time,  any of the  representations  and  warranties  made by the Consultant
     herein  are  no  longer  true  and  correct  or if a  breach  of any of the
     representations and warranties made by the Consultant herein occurs,

     9. The Company makes the following representations:

          a. The Company is not  currently  the subject of an  investigation  or
     inquiry by the Securities and Exchange  Commission,  the NASD, or any state
     securities commission;

          b. The Company is in good standing in its state of incorporation;

          c.  The  Company  and  its  senior  management  are not  aware  of any
     materially adverse events not previously  disclosed in the Company's annual
     and quarterly reports with the Securities and Exchange Commission.

        10. Entire Agreement.  This Agreement  embodies the entire agreement and
understanding  between the Company and the Consultant and supersedes any and all
negotiations,  prior  discussions  and  preliminary  and  prior  agreements  and
understandings  related to the primary  subject  matter  hereof.  This Agreement
shall not be modified except by written  instrument duly executed by each of the
parties hereto.

        11. Waiver.  No waiver of nay of the provisions of this Agreement  shall
be deemed, or shall constitute a waiver of any other  provisions,  nor shall any
waiver  constitute  a  continuing  wavier.  No waiver  shall be  binding  unless
executed in writing by the party making the waiver.

        12.  Assignment  and  Binding  Effect.  This  Agreement  and the  rights
hereunder  may not be  assigned by the parties  (except by  operation  of law or
merger)  and shall be binding  upon and inure to the  benefit of the parties and
their respective successors, assigns and legal representatives.

        13.  Notices.  Any notice or other  communication  between  the  parties
hereto shall be  sufficiently  given if sent by certified  or  registered  mail,
postage prepaid, or faxed and confirmed at the following locations:

                      Company:
                      FAR EAST VENTURES, INC.
                      3660 Howard Hughes Parkway,
                      Las Vegas, NV 89109
                               Attn: Allen L. Burditt, II, Director

                      Consultant:
                      Shawn A. Becker
                      8600 W. 131st Place, Suite 511
                      Overland Park, Kansas 66213
                      Attn: Shawn A. Becker

or at such other  location as the addressee may have  specified in a notice duly
given to the sender as provided herein. Such notice or other communication shall
be deemed to be given on the date of receipt.

                                       21
<PAGE>

        14.  Severability.  Every  provision of this Agreement is intended to be
severable. If any term or provision hereof is deemed unlawful or invalid for any
reason whatsoever, such unlawfulness or invalidity shall not affect the validity
of this Agreement.

        15.  Governing Law. This Agreement shall be construed and interpreted in
accordance  with the laws of the  State of  Nevada ,  without  giving  effect to
conflicts of laws.

        16. Headings. The headings of this Agreement are inserted solely for the
convenience  of  reference  and are not part of, and are not intended to govern,
limit or aid in the construction of any term or provision hereof.

        17.    Further Acts.  Each party  agrees to perform any further acts and
execute and deliver any further  documents  that may be reasonably  necessary to
carry out the provisions and intent of this Agreement.

        18.  Acknowledgment  Concerning Counsel. Each party acknowledges that it
had the  opportunity  to employ  separate  and  independent  counsel  of its own
choosing in connection with this Agreement.

        19.   Independent   Contractor   Status.   There  is  no   relationship,
partnership, agency, employment, franchise or joint venture between the parties.
The parties  have no  authority  to bind the other or incur any  obligations  on
their behalf.

        20. Counterparts.  This Agreement may be executed  simultaneously in two
or more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

        IN WITNESS WHEREOF,  the parties hereto have duly execute this Agreement
as of the date first written above.

FAR EAST VENTURES, INC.


BY:  /s/ Allen L. Burditt, II
    --------------------------
        Allen L. Burditt, II , Director


Shawn A. Becker

    /s/ Shawn A. Becker
 -----------------------------------------
        Shawn A. Becker

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