transferagentempire.htm


    


    


    


    


    Exhibit
10.1                                Transfer
Agent and Registrar Agreement

    


    TRANSFER
AGENT AND REGISTRAR AGREEMENT

    


    


    THIS AGREEMENT is made and
entered into on April 30, 2007.

    


    BETWEEN:                                Empire Stock Transfer Inc.
(the “Transfer Agent”), duly incorporated under the laws of the State of
Nevada, having an office situated at 2470 St. Rose Pkwy, Suite 304 in Henderson,
NV 89074.

    


    AND:                         QELE
RESOURCES INC.     

    
      	
               
      

            	
                Name of Company
      (the “Company”)

            


    

    


    
      	
               

            	
               NEVADA    

            


    

    
      	
               
      

            	
              State
      of Incorporation

            


    

    


    
      	
               
      

            	
              Lot
      25, Mananikorovatu Road

            


    

    8
Miles Makoi

    Nausori, Fiji     

    Address
of Company

    


    In
consideration of the mutual premises, covenants and agreements contained herein,
the parties agree as follows:

    


    
      	
              1.  

            	
              The
      Company hereby appoints Transfer Agent as the sole Transfer Agent and
      Registrar for the Company’s capital
stock.

            


    

    


    
      	
              2.  

            	
              The
      Company warrants and represents to the Transfer Agent that the Company has
      full power and absolute capacity to enter into this Agreement and that the
      terms of this Agreement have been authorized by all necessary corporate
      acts and deeds in order to give effect to the terms hereof, including the
      execution of this Agreement by the authorized signatory indicated
      below.

            


    

    


    
      	
              3.  

            	
              The
      Company agrees to pay the transfer agent an initial fee of $1,000; which includes a $500 file setup fee, first year’s
      annual maintenance fee and a $500 credit toward future
      use.  Thereafter, the Company agrees to pay the transfer agent
      an annual fee of $500 in compensation for the time and expense necessary
      to maintain the books and records of the Company as well as answering any
      inquiries from shareholders, brokers and clearing agents that may arise
      from performing this duty.  This annual fee will be due on a
      fiscal basis from the date of execution of this agreement and is subject
      to annual review.  Other fees may include, without limitation,
      transfers borne by the Company, shareholder lists, mailing labels,
      distributions and proxy tabulation.  In addition, the Company
      agrees to pay all expenses incurred by the result of a lawsuit or
      government investigation including all legal and professional fees, travel
      expenses, copying of documents, and postage or courier
      fees.  The Company agrees that it shall compensate the Transfer
      Agent at a rate of $50 per hour in circumstances where the Transfer Agent
      is required to expend its employees’ time in order to comply with
      regulatory body or court orders regarding the Company’s securities or
      where an employee is required to attend court as a witness in respect of
      any matters relating to the Company’s
  securities.

            


    

    


    
      	
              4.  

            	
              The
      Company agrees to provide the Transfer Agent with a current, accurate and
      complete shareholder list that is inclusive of shareholder names,
      addresses, applicable social security numbers or tax ID numbers, number of
      shares, dates of issue and the certificate numbers by which these shares
      are represented.   The Company agrees to indemnify and hold
      harmless the Transfer Agent for any errors, omissions or failure to
      provide information made on the part of the Company or its previous
      transfer agent with respect to information provided to the Transfer
      Agent.

            


    

     

     

    
      
         

      

      
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              5.  

            	
              The
      Company also covenants to notify the Transfer Agent within forty-eight
      (48) hours or
      two (2) business days of material changes in its affairs that may
      affect the Transfer Agent’s provision of services hereunder including,
      without limitation, a change in directors, officers, management and/or
      affiliates of the Company; alteration of the Company’s capitalization by
      way of forward or reverse split; a change of Company name; or a change of
      Company address through certified mail.  Transfer Agent may
      elect to accept alternate means of notification on a case by case
      basis.  Please phone (702) 818-5898 to discuss alternate means
      of notification.

            


    

    


    Certified
Notification to Transfer Agent:

    


    Empire Stock Transfer

    Attn: Material Changes

    2470 St. Rose Pkwy, Ste.
304

    Henderson, NV 89074

    


    
      	
              6.  

            	
              The
      Transfer Agent agrees to maintain the Company’s shareholder records in
      accordance with accepted standards and agrees to process and register the
      Company’s transfers.  The Transfer Agent agrees to make
      available these records in the form of a shareholder list (see transfer
      agent and registrar client fee schedule) upon written request by an
      authorized officer or agent of the Company.  Where there is a
      dispute between the Company and a third party regarding the issuance or
      cancellation of any securities in the Company’s capital stock, the
      Transfer Agent shall have the right to require the Company to provide the
      Transfer Agent with a legal opinion or Court order with respect to the
      securities in issue prior to acting on any instructions related
      thereto.

            


    

    


    
      	
              7.  

            	
              The
      Transfer Agent shall not be under any obligation to prosecute or defend
      any action or suit in respect of the Company unless the Company shall, so
      often as required, furnish the Transfer Agent with satisfactory indemnity
      and funding against such expense or
liability.

            


    

    


    
      	
              8.  

            	
              This
      agreement may be terminated upon the delivery of written notice by one
      party to the other at least fourteen (14) business days prior to the
      effective date of termination.  Upon termination, the Company
      agrees to pay all outstanding fees owed to the Transfer
      Agent.  The Transfer Agent shall have the authority to hold the
      books and records of the Company until it has received such
      payment.  Upon full payment, including the closing fee – see fee
      schedule, the Transfer Agent will ship the Company’s shareholder records
      via courier service to a Company specified
  address.

            


    

    


    IN WITNESS WHEREOF the parties
hereto have hereunto affixed their respective hands and seals or corporate
seals, as the case may be, both as of the day and year first above
written.

    


    


    
      	
              Qele
      Resources Inc.

               

               

               

            	 
      	
              Empire
      Stock Transfer Inc.

               

               

              EMPIRE
      STOCK TRANSFER INC.

            
	
              Company

               

              Deborah
      Appana

            	 
      	
              Transfer
      Agent

               

              Patrick
      Mokros

            
	
              Name
      of Officer for Company

            	 
      	
              Name
      of Officer for Transfer Agent

            
	
              SignatureDate

              DEBORAH APPANA

            	
              Date

              Nov.
      1, 2007

            	 
      	
              SignatureDate

              PATRICK MOKROS

            	
              Date

              Nov.
      1, 2007

            


    

    


    


    


    
      
         

      

      
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