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      EXHIBIT-4.1

             CONSULTING AGREEMENT - ALAN BERKUN



                         FAR EAST VENTURES, INC.



                                                                February 1, 2000



FAR EAST VENTURES, INC.
3675 Pecos-McLeod, Suite 1400
Las Vegas, NV 89121

Alan Berkun, Esq.
17 State Street, 5th Fl.
New York, NY 10004

Re: Engagement

Dear Mr. Berkun:

     We are pleased to confirm the arrangements under which Alan Berkun (The
"Consultant") is engaged by Far East Ventures, Inc. (the "Company") to identify
acquisition targets for the Company and to advise the Company in structuring
mergers or other acquisition to which the Company is a party (the
(Transaction").

     The Consultant and the Company agree as follows with respect to the
     Transaction:

4.   Servicing. During the Term (as hereinafter defined), the Consultant
     shall render such services to the Company so as assist the Company in
     identifying acquisition targets for the Company and advise the Company
     in structuring mergers or other acquisitions. Nothing contained herein
     constitutes a commitment on the part of the Consultant to find an
     acquisition target for the company or, if such a target is found, that
     any Transaction will be completed. The Consultant shall not have the
     power of authority to bind the Company to any transaction without the
     Company's prior written consent.

5.   Term of Engagement. Either party hereto may terminate this Agreement
     at any time after the date hereof, with or without cause, upon fifteen
     (15) days written notice to the other party (the "Term").

6.   Engagement Fee. Upon the execution of this Agreement, the Company
     shall pay to the Consultant a fee (an "Engagement Fee") of 900,000
     shares of the Company's common stock (the "Shares"), which amount
     shall not be refundable.



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7.   Registration Rights. The Company hereby covenants and agrees to immediately
     file, from the date hereof, a registration of Form S-8 with the Securities
     and Exchange Commission with respect to the Shares, including a reoffer
     prospectus, to the extent required.

8.   Further Assurances. In connection with the issuance of the Shares of Common
     Stock of the Company to the Consultants pursuant to this Agreement of the
     issuance of shares of common stock of the Company to the Consultant as a
     Transaction Fee, the Consultant covenant and agrees that he shall execute
     and deliver, or cause to be executed and delivered, any and all such
     further agreements, instruments, certificates and other documents,
     including the Subscription Agreement, a copy of which is annexed hereto as
     Annex A, and shall take or cause to be taken any and all such further
     action, as the Company may reasonably deem necessary or desirable in order
     to carry out the intent and purpose of this Agreement.

9.   Indemnification Each party agreed to indemnify and hold the other harmless
     form any loss, damage, liability or expense, including reasonable
     attorney's fee's and other legal expenses, to which the other party may
     become subject arising out of or relating to any act or omission by the
     indemnifying party (or any person connected or associated with the
     indemnifying party), which is or is alleged to be a violation of any
     applicable statues, laws or regulations or arising from the negligence of
     willful misconduct of the indemnifying party.

10.  Cooperation Confidentiality. During the term of this Agreement, the Company
     shall furnish the Consultant with all information, data, or documents
     concerning the Company that the Consultant shall reasonably deem
     appropriate in connection with his activities hereunder, other than
     material non-public information.

11.  Notice. All notice, requests demands and other communications under this
     Agreement shall be in writing, and shall be deemed to have been duly given
     (a) on the date of service, if served personally on the party to whom
     notice is to be given, (b) on the day after the date sent by a recognized
     overnight courier service with all charges prepaid or billed to the account
     for the sender, (c) five (5) days after being deposited in the mail if sent
     by first-class air mail, registered or certified, postage prepaid, or (d)
     on the day after the date set forth on the transmission receipt when sent
     by facsimile transmission to the party being notified at its address or
     facsimile number set forth below or such other address or facsimile numbers
     as any party hereto shall subsequently notify all other parties hereto in
     writing.





                         (i)      If the Consultant:

                                  Alan Berkun, Esq.

                                  17 State Street, 5th Fl.

                                  New York, NY 10004




                         (ii)     If to the Company:

                                  FAR EAST VENTURES, INC.

                                  3675 Pecos-McLeod, Suite 1400

                                  Las Vegas, NV 89121

12.  Non-Assignability Binding Effect. Neither this Agreement, nor any of the
     rights or obligations of the parties shall be assignable by either party
     hereto without the prior written consent of the other party. Otherwise,
     this Agreement shall be binding upon and shall inure to the benefit of the


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     parties hereto and their respective heirs. Executors, administrators,
     personal representatives, successors, and permitted assignees.


13.  Choice of Law. This Agreement shall be governed and enforced in accordance
     with the laws of the State of New York, without regard to its conflict of
     law principles.


                                             FAR EAST VENTURES, INC.


                                             By: /s/
                                                -------------------------
                                                Fred Bilawey/President, CEO



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