ex10_2.htm


    
      

    

    EXHIBIT
      10.2

    A
      G R E E M E N T

     

    AGREEMENT
      made this _____ day
      of        , 2007, by and between Eastern
      Environment Solutions Corp. (the “Company”) and Kent International Holdings,
      Inc. (“KNTH”), a Nevada Corporation.

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      the Company seeks to obtain
      sources of financing, which may be in the nature of a private or public
      placement of equity or debt, (the “Transaction”);

     

    WHEREAS,
      KNTH has special expertise and
      might be valuable in developing said Transactions;

     

    WHEREAS,
      the Company desires to engage
      the services of KNTH and KNTH desires to provide said services all in accordance
      with the terms and conditions set forth;

     

    NOW
      THEREFORE, in consideration of the foregoing mutual covenants and promises
      herein contained and intending to be legally bound hereby, the parties agree
      as
      follows:

     

    
      	
               

            	
              1.

            	
              The
                Company hereby grants KNTH the exclusive right to arrange Transactions
                at
                a valuation and on terms satisfactory to the Company for a period
                of 42
                days commencing the date “the book” is completed by
                KNTH.

            


    

     

    
      	
               

            	
              2.

            	
              If
                a Transaction initiated by KNTH is closed at any time hereafter,
                the
                Company shall pay to KNTH at the
                closing:

            


    

     

    
      	
               

            	
              A.

            	
              Cash
                equal to 6% of the amount of capital provided to the
                Company.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
               

            	
              B.

            	
              Five
                year common stock purchase warrants equal to 6% of the shares placed
                at a
                price per share equal to the same price per share as those issued
                in the
                transaction (i.e. if 4,000,000 shares are issued for $8,000,000,
                KNTH
                would receive warrants to purchase 240,000 shares at
                $2.00).

            


    

     

    
      	
               

            	
              C.

            	
              The
                Company agrees to file one registration statement at its expense
                in order
                to register the shares underlying the warrants at KNTH’s
                request.   Any additional registration would be at the
                expense of KNTH.

            


    

     

    
      	
               

            	
              3.

            	
              In
                order to effect any placement of securities a Placement Memorandum
                (“the
                book”) needs to be prepared.  KNTH will prepare this for the
                Company for a fee of $10,000.   This fee will be credited
                against fees received by KNTH for a successful placement of
                securities.

            


    

     

    
      	
               

            	
              4.

            	
              There
                will be no further fees or expenses payable by the Company to any
                source
                of capital provided to the Company.

            


    

     

    
      	
               

            	
              5.

            	
              Any
                and all expenses incurred by KNTH are the sole responsibility of
                KNTH and
                are not reimbursable by
                the  Company.

            


    

     

    
      	
               

            	
              6.

            	
              A
                Transaction will be deemed initiated by KNTH if KNTH notifies the
                Company
                of the identity of a prospective  financing source and the
                Company makes no objection thereto within five working days after
                receipt
                of said notice.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              7.

            	
              Transaction
                will be deemed closed when the Company pays or receives any or all
                of the
                Consideration.

            


    

     

    
      	
               

            	
              8.

            	
              The
                Company further agrees that any future financing provided by any
                source
                identified by KNTH to the Company will be subject to the same compensation
                as herein agreed (i.e., 6% cash + 6% warrants of 5 year duration
                exercisable at the same price as used in the placing of
                equity.   For instance if the ABC Pension Fund provides
                $8,000,000 in the current placement and then at some time in the
                future
                provides further capital, the same terms will apply to the placement
                of
                future capital as are herein agreed for this
                placement).

            


    

     

    
      	
               

            	
              9.

            	
              For
                purposes of this Agreement, the term Company shall include any subsidiary,
                affiliate or stockholder of the Company and any entity created or
                organized by the Company or its stockholders for the purpose of engaging
                in a Transaction.

            


    

     

    
      	
               

            	
              10.

            	
              This
                Agreement constitutes the entire understanding between the parties
                hereto
                with respect to the subject matter hereof and the parties hereto
                and each
                of them acknowledges that there are no promises, statements, or
                representations not herein expressed upon which the parties
                rely.   It is further understood that this Agreement shall
                be binding upon the parties, their heirs, administrators, successors
                and
                assigns.

            


    

     

    
      	
               

            	
              11.

            	
              This
                Agreement shall be construed and interpreted in accordance with the
                laws
                of New Jersey.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              12.

            	
              Notice
                hereunder shall be effective only when sent by registered mail, return
                receipt requested, to the Company and to KNTH at the addresses set
                forth
                below or to such other address as one part shall notify the other
                in
                writing.

            


    

    


    
      	 	
              If
                to KNTH:

            	
              Paul
                O. Koether, Chairman

            	 
	 	 	
              Kent
                International Holdings, Inc.

            	 
	 	 	
              211
                Pennbrook Road

            	 
	 	 	
              P.
                O. Box 97

            	 
	 	 	
              Far
                Hills, New Jersey  07931

            	 
	 	 	 	 
	 	
              If
                to Company:

            	  
              	 
	 	 	  
              	 
	 	 	  
              	 
	 	 	  
              	 
	 	 	  
              	 


    

    


    IN
      WITNESS WHEREOF, the parties hereto have set their hands the day and year first
      above written.

    


    
      	 	 	
              Eastern
                Environment Solutions, Corp.

            	 
	 	 	 	 
	  
              	 	  
              	 
	
              Attest

            	 	
              By:

            	 
	 	 	 	 
	 	 	 	 
	 	 	
              Kent
                International Holdings, Inc.

            	 
	 	 	 	 
	  
              	 	  
              	 
	
              Attest

            	 	
              By:   Paul
                O. Koether, Chairman