ex104.htm


    
      

      

    


    Nassau
International Consultants, Inc

    265
SUNRISE HIGHWAY

    SUITE
1-224

    ROCKVILLE
CENTRE, NEW YORK 11570

    (516)
442-2027office

     (516) 442-2033
fax

     

    


     

    May 27,
2009

     

    Far Vista
Interactive Corp

    1530
9th Ave
S E

    Calgary,
ALB T2GOT7

    Canada

     

    Attn:
Tony Care

     

    RE:           Investor
Relations and Marketing services.

     

    This
letter sets forth the agreement (the "Agreement") between Far Vista Interactive
Corp. (the "Company") and Nassau International Consultants. Inc. (Nassau),
concerning investor relations, marketing, and related advisory services
(hereafter being referred to as the "Services") rendered to the Company from May
27, 2009 on or around depending on share delivery.

     

    When
countersigned in the space provided below, this letter shall serve as our
agreement, as detailed below. Therefore, this Agreement contains the full and
complete understanding between the parties and supersedes all prior
understandings. It is further understood/agreed (when countersigned) that this
Agreement may not be altered, modified or changed in any way without the express
written consent of both parties.

     

    1. The
Services

     

    During
the term of this Agreement, Nassau shall use its best efforts to provide the
Company public and financial communications services and serve, when requested,
as the Company liaison and spokesperson. Nassau's duties shall include, but are
not limited to;

     

    
      	
               
      

            	
              A.

            	
              The
      timely response, by fax, telephone or mail, to all inquiries related to
      the Company from the press, shareholders, or other interested parties.
      Such response shall consist of written materials, such as copies of public
      announcements, press kits, current corporate profiles of the Company, and
      teleconferencing as necessary.

            


    

     

    
      	
               
      

            	
              B.

            	
              Assisting
      in the drafting of press releases for the Company targeted at the
      investment community.

            


    

    


    
      	
               
      

            	
              C.

            	
              Nassau
      agrees to make reasonable efforts to increase public participation in the
      Company's Activities.

            


    

    


    
      	
               
      

            	
              D.

            	
              Nassau
      agrees to make itself' available and provide for reasonable amounts of
      time and upon reasonable notice devote reasonable and good faith attention
      as well as financial advice and consulting to the Company and to the
      Company's other communications and public relations needs. Specific
      assignments, however, will be mutually agreed upon and may incur
      additional fees to the Company.

            


    

    


    
      	
               
      

            	
              E.

            	
              Communicating
      the Company's corporate profile within the investment community, with the
      goal of raising and improving such
profile.

            


    

     

    
      
         


      

      
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              F.

            	
              Positioning
      the Company tor business media coverage and, from time to time, pursuing
      the same.

            


    

     

    
      	
               
      

            	
              G.

            	
              Soliciting
      and arranging meetings with the investment community (both sell-side and
      buy-side) to promote the Company. It is understood that Nassau does not
      perform investment advisory services and/or advise any person or entity to
      buy or sell the Company's stock, and that Nassau merely acts as a liaison
      between the Company and its shareholders. In this regard, Nassau merely
      disseminates information to shareholders and potential investors as an
      intermediary on behalf of the
Company.

            


    

     

    It is
understood that the Company has agreed to enter into this agreement based upon
the present character and composition of Nassau’s management and general good
standing and reputation in the business community. In the event of the sale or
transfer of a substantial portion of the assets of Nassau's business or of a
change in the controlling interest in Nassau’s business or of a merger or
consolidation of Nassau's property being appropriated, confiscated or
nationalized by the government, or in the event of the de facto control of
Nassau or of any of its subdivisions or agencies being assumed by a government,
or government agency or representative, the Company may at its option, terminate
this Agreement immediately upon written notice to Nassau.

     

    2.
Compensation for the Services

     

    In
consideration for the services rendered by Nassau to the Company pursuant to
this Agreement, the Company shall compensate Nassau as follows:

     

    
      	
               
      

            	
              A

            	
              The
      Company agrees to pay Nassau Seven Hundred Fifty Thousand Shares (750,000)
      shares of common stock upon signing of this contract and Ono Hundred
      Thousand Dollars ($100,000) cash.

            


    

    
      	
               
      

            	 


    

    
      	
               
      

            	
              B.

            	
              It
      is mutually agreed upon that during the term of this Agreement the Company
      shall reimburse Nassau for any out-of-pocket expenses in connection with
      Nassau's services to the Company outside of those included in the program.
      (Examples listed in Addendum A)

            


    

     

    
      	
               
      

            	
              C.

            	
              The
      Company agrees after the Six (6) week contract is up they have an option
      to renew for whatever they feel necessary for fee to be determined upon
      length of extended contract thereafter or how Nassau deems necessary to
      continue.

            


    

     

    
      	
               
      

            	
              3.
      Method of Compensation

            


    

    


    Stated
above.

    


    
      	
               
      

            	
              4.
      Termination

            


    

     

    
      	
               
      

            	
              A.

            	
              The
      Company agrees to retain Nassau, effective May 21, 2009. The term of this
      engagement will be Six (6) weeks and may be terminated by either Party
      upon fifteen (I5) days prior written notice if termination is without
      cause, and immediately upon written notice if termination is with cause.
      Nassau is retained to represent the Company in carrying out its financial
      communications program, as approved by the Company and to act on behalf of
      the Company in this regard.

            


    

     

    
      	
               
      

            	
              B.

            	
              In
      the event of termination, all fees and charges owed by the Company to
      Nassau up until the effective date of termination (including any expenses,
      which were not reimbursed) will be paid to Nassau within five (5) days of
      the later of the effective termination date or the notice date. Interest
      on any overdue balance owed to Nassau by the Company shall accrue at 2.5%
      pet month. Upon termination of this Agreement the Company is to pay for
      all authorized work in progress. Nassau shall transfer, assign and make
      available to the Company, or its representative, all property and
      materials in Integrity's possession or Control which belong to and were
      paid for by the Company.

            


    

     


    
      
         


      

      
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    5.
Reports


    
    

    
    

    At the
Company's request, Nassau agrees to supply a report at least once a month,
verbally or included in the billing invoice, on general activities and actions
taken on behalf of the Company.

     

    6.
Materials

     

    The
Company agrees to furnish any supplies and materials, which Nassau may need
regarding the Company, its management, products, financial and business status
and plans.

    


    7.
Independent Contractor Status

     

    Nassau is
acting as an independent contractor, and not as an employee or partner of the
Company. As such, neither party has the authority to bind the other, nor make
any unauthorized representations on the behalf of the other.

     

    8.
Services to Others

     

    
      	
               
      

            	
              A.

            	
              The
      Company acknowledges that Nassau is in the business of providing
      Consulting Services to other businesses and entities. Nassau’s services
      hereunder are not exclusive to the Company and Nassau shall have the right
      to perform the same or similar services for others, as well as engage in
      other business activities. Nassau shall advise the Company in writing as
      to such other businesses or entities to which it provides services. In the
      event the Company, in its sole discretion, deems that Nassau has or may
      have a conflict of interest, the Company may immediately terminate this
      Agreement upon written notice to
Nassau.

            


    

     

    
      	
               
      

            	
              B.

            	
              The
      Company may in the event an existing at future investor or venture
      capitalist, require, as a condition of their investment, Consulting
      Services of another Investor Relations firm outside that of Nassau,
      terminate the Agreement with Nassau upon fifteen (15) days written
      notice.

            


    

     

    9.
Confidential Information

     

    Nassau
will use its best efforts to maintain the confidential nature of the proprietary
or confidential information the Company entrusts to it through strict control of
its distribution and use. Further, Nassau will use its best efforts to guard
against any loss to the Company through the failure of Nassau or their agents to
maintain the confidential nature of such information. ''Proprietary'' and
"confidential information," for the purpose of this Agreement shall mean any and
all information supplied to Nassau which is not otherwise available to the
public, including information which may be considered “Inside information"
within the meaning of the U.S. securities laws, rules and
regulations.

    


    10.
Indemnification

    


    
      	
               
      

            	
              A.

            	
              The
      Company shall indemnify Nassau and its officers and employees and bold
      them harmless for any acts, statements or decisions made by Nassau in
      reliance upon information supplied to Nassau by the Company, or in
      accordance with instructions from or acts, statements or decisions
      approved by the Company. This indemnity and hold harmless obligation shall
      include expenses and fees including reasonable attorney’s fees incurred by
      Nassau in connection with the defence of any act, suit or proceeding
      arising out of the foregoing.

            


    

     

    
      	
               
      

            	
              B.

            	
              Nassau
      shall indemnify the Company against any loss or expenditure (including
      reasonable attorney's fees and costs) the Company may incur as a result of
      any claim, suit or proceeding made or brought against the Company based
      upon or relating to any breach by Nassau of the terms of this Agreement or
      to any programming, publicity or other material which Nassau prepared for
      the Company which was not based on materials or directions from the
      Company or in the event of claims arising from the wilful or negligent
      acts of Nassau.

            


    

     


    
      
         


      

      
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      11.
Restricted Stock and Option Bonus

    

    
    

     

               DOES
NOT APPLY

     

    12.Other
Transactions

     

    
      	
               
      

            	
              A.

            	
              Nassau
      may, at the request of the Company, outside of the scope of the Services
      to be provided under this Agreement, choose to investigate possible
      acquisitions or merger candidates for the Company, or identify sources of
      financing for certain of the Company’s lines of business (collectively. a
      "Business Opportunity). Nassau shall also be entitled to receive from the
      Company a "Transaction Fee," as a result of any transaction effected by
      the Company with a Business Opportunity introduced by Nassau or by a third
      party Introduced by Nassau.

            


    

     

    
      	
               
      

            	
              B.

            	
              A
      Business Opportunity shall include the merger, sale of assets,
      consolidation or other similar transaction or series or combination of
      transactions whereby the Company or its subsidiaries, both transfer to a
      third entity or person, assets or any interest in its business in exchange
      for stock, assets, securities, cash or other valuable property or rights,
      or wherein they make a contribution of capital or services to a joint
      venture, commonly owned enterprise or venture with the other for purposes
      of future business operations and
opportunities.

            


    

     

    13.
Issuance and Registration of Shares

     

    In the
event the compensation hereunder contains Fee Shares, the Company shall
immediately register the shares as soon as practicable via an appropriate
registration statement. The Company shall also register the Option shares as
soon as practicable following the execution of this agreement via an appropriate
registration statement. Nassau, at its sole discretion, may request that such
shares be issued prior to registration in reliance on exemptions from
registration provided by Section 4(2) of the Securities Act of 1933 (the "Act"),
Regulation D of the Act, and applicable state securities laws.

     

    14.
Entirety

     

    This
instrument sets forth the entire agreement between Nassau and the Company. No
promise, representation or inducement, except as herein set forth, has been made
by either party to this Agreement. Should any provision of this Agreement be
void or unenforceable, the rest of this Agreement shall remain in full force.
This Agreement may not be cancelled, altered, or amended except in
writing.

     

    If the
forgoing is agreeable, please indicate your approval by dating and signing
below. Please retain one copy for your files, returning the original to Nassau
International Consultants, Inc.

     

    
      
         


      

      
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    APPROVAL
AND ACCEPTANCE

     

    READ AND
ACCEPTED this 28th day
of May, 2009.

     

    Signed:
/s/ Richard
Buckley

    Richard Buckley

    Far Vista Interactive Corp.

     

    Signed:
/s/ Keith
McNally

    Keith J
McNally

    Nassau
International Consultants, Inc.

     


    
      
         


      

      
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