chinatel_s8-ex1.htm


    Exhibit
10.1

    October
14th 2008

    STRICTLY
CONFIDENTIAL

    


    Mr.
George Alvarez

    Chairman
& C.E.O.

    ChinaTel


    ______________________

    ______________________



    


    Dear Mr.
George Alvarez;

    


    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.

    


    


    
      
        	
              	
                A. 

              	
                Fees and
      Expenses. In connection with the Services described above, the Company
      shall pay to Shai the following
  compensation:

              


      

    

    


    
      
        	
              	
                1. 

              	
                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.)

              


      

    

    


    
      
        	
              	
                2. 

              	
                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.

              


      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    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, shareholders, agents and
employees of any of the foregoing (collectively the "Indemnified Persons"), from
and against any and all claims, actions, suits, proceedings (including those of
shareholders), damages, liabilities and expenses incurred by any of them
(including the reasonable fees and expenses of counsel), (collectively a
"Claim"), which are (A) related to or arise out of (i) any actions taken or
omitted to be taken (including any untrue statements made or any statements
omitted to be made) by the Company, or (ii) any actions taken or omitted to be
taken by any Indemnified Person in connection with the Company's engagement of
Shai, or (B) otherwise relate to or arise out of Shai's activities on the
Company's behalf under Shai's engagement, and the Company shall reimburse any
Indemnified Person for all expenses (including the reasonable fees and expenses
of counsel) incurred by such Indemnified Person in connection with
investigating, preparing or defending any such claim, action, suit or
proceeding, whether or not in connection with pending or threatened litigation
in which any Indemnified Person is a party. The Company will not, however, be
responsible for any Claim, which is finally judicially determined to have
resulted from the gross negligence or willful misconduct of any person seeking
indemnification for such Claim. The Company further agrees that no Indemnified
Person shall have any liability to the Company for or in connection with the
Company's engagement of Shai except for any Claim incurred by the Company as a
result of such Indemnified Person's gross negligence or willful misconduct. The
Company's indemnity, reimbursement and contribution obligations under this
Agreement (a) shall be in addition to, and shall in no way limit or otherwise
adversely affect any rights that any Indemnified Party may have at law or at
equity and (b) shall be effective whether or not the Company is at fault in any
way.

     

    D. Governing Law, This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York applicable to agreements made and to be fully performed
therein. Any disputes which arise under this Agreement, even after the
termination of this Agreement, will be heard only in the state.or federal courts
located in the City of New York, State of New York. The parties hereto expressly
agree to submit themselves to the jurisdiction of the foregoing courts in the
City of New York, State of New York. The parties hereto expressly waive any
rights they may have to contest the jurisdiction, venue or authority of any
court sitting in the City and State of New York. In the event of the bringing of
any action, or suit by a party hereto against the other party hereto, arising
out of or relating to this Agreement, the party in whose favor the final
judgment or award shall he entered shall be entitled to have and recover from
the other party the costs and expenses incurred in connection therewith,
including its reasonable attorneys' fees. Any rights to trial by jury with
respect to any such action, proceeding or suit are hereby waived by Shai and the
Company.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

    E. Notices. All notices
hereunder will be in writing and sent by certified mail, hand delivery,
overnight delivery or fax, if sent to Oded Steiff Adv, at blip Tower, 17 Yizhak
Sade St., Tel Aviv 67775, Israel, or via fax number -P972 (3) 6252443. Notices
sent by certified mail shall be deemed received five days thereafter, notices
sent by hand delivery or overnight delivery shall be deemed received on the date
of the relevant written record of receipt, and notices deliver by fax shall be deemed received
as of the date and time printed thereon by the fax machine.


    


    F. Miscellaneous. This
Agreement shall not be modified or amended except in writing signed by Shai and the Company. This
Agreement shall be binding upon and inure to the benefit of Shai and the Company
and their respective assigns, successors, and legal representatives. This
Agreement constitutes the entire agreement of Shai and the Company with respect
to the subject matter hereof and supersedes any prior agreements. If any
provision of this Agreement is determined to be invalid or unenforceable in any
respect, such determination will not affect such provision in any other respect,
and the remainder of the Agreement shall remain in full force and effect. This
Agreement may be executed in counterparts (including facsimile counterparts),
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.

     

    In
acknowledgment that the foregoing correctly sets forth the understanding reached
by Shat and the Company, please sign in the space provided below, whereupon this
letter shall constitute a binding Agreement as of the date indicated
above.

     

     

     

    
      
        
          
            
              
                
                  
                    	
                            Accepted
      and Agreed:

                          	
                            Very
      truly yours,

                          
	 	 
	
                            CbinaTel

                          	
                            Shat
      Bar-Lavi

                          
	
                            By:  /s/ George
      Alvarez        

                          	
                            By:  /s/ Shai Bar-Lavi        

                          
	
                            Name:
      George Alvarez

                          	
                            Name:  Shai
      Bar-Lavi

                          
	
                            Title:
      Chairman & C.E.O.