Unassociated Document


     

    Service
Agreement

     

     

    This
Service Agreement (this “Agreement”) is entered into on September 1, 2010, 2010
by and between:

    


    Far East Wind Power Corp. (the “Company”), a corporation
established under the laws of Nevada; and

    


    Liu Xiaobu (刘小佈) (the
“Consultant”), with ID card No. 110102194705251531 with an address of Suite 623,
No. 6, Building 14B, Dongchang Hutong, Dongcheng District, Beijing,
China.

    


    The
Company and the Consultant are collectively referred to as the “Parties” and
individually referred to as a “Party”.

    


    WHEREAS, the Company wishes to
engage the Consultant to provide certain services to the Company and the
Consultant also agrees to accept the engagement with the Company.

    


    NOW, THEREFORE, the Parties agree
as follows:

    


    
      	
              1.

            	
              Services

            


    

    


    
      	
              1.1

            	
              The
      Consultant shall provide services (the “Services”) to the Company relating
      to the wind power industry as instructed by the Company from time to time.
      Consultant will be responsible for the strategy and execution of the
      Company’s business plan. Consultant will build and execute a business plan
      in conjunction with the Company’s Board of Directors and execute the plan.
      Consultant will interact with investors, customers, the PRC government and
      the Board of Directors as needed. Consultant will abide by a strict
      governance policy and hold integrity to the highest
  level.

            


    

    


    
      	
              1.2

            	
              The
      Consultant’s provision of the Services shall commence on September 1, 2010
      (the “Commencement Date”) and end when terminated in accordance with this
      Agreement.

            


    

    


    
      	
              1.3

            	
              The
      Parties acknowledge that, the Consultant is an independent contractor, and
      is not and shall not be deemed to be the employee of the Company, neither
      is he authorized to contract or sign any document for or on behalf of the
      Company during his provision of the Services under this Agreement, unless
      a prior written authorization letter is given by the
    Company.

            


    

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

       

    

    
      	
              1.4

            	
              The
      Consultant shall strictly comply with all applicable PRC laws and
      regulations during his provision of the
  Services.

            


    

    


    
      	
              1.5

            	
              The
      Consultant shall serve the Company on a part-time basis up to 20 hours per
      week as requested by the Company. The Consultant may provide services to
      other parties provided that the Services provided to the Company have
      priority and the Consultant does not violate Article 6.1 of this
      Agreement.

            


    

    


    
      	
              1.6

            	
              The
      Consultant acknowledges that, the principle place of his service is in
      Beijing, however, when necessary, he shall undertake national and/or
      international travel to any other
place.

            


    

    


    
      	
              2.

            	
              Compensation

            


    

    


    
      	
              2.1

            	
              In
      consideration of the Services rendered by the Consultant under this
      Agreement, the Company shall pay the Consultant US$ 10,000 per month to an
      account as instructed by the Consultant. Partial months of Services shall
      be pro-rated. An annual cash bonus of $30,000 shall be payable to the
      Consultant upon approval by the Company’s Board of Directors and based on
      the Consultant’s execution of the Company’s business
  plan.

            


    

    


    
      	
              2.2

            	
              The
      Consultant shall send an invoice by courier or another agreed upon way
      with the approval of the Company on the first day of each month. The
      Company shall pay the compensation to the Consultant within 15 days after
      its receipt of the invoice.

            


    

    


    
      	
              2.3

            	
              Any
      taxes or fees that are levied on the compensation received by the
      Consultant according to this Article 2 shall be borne by the Consultant.
      At the request of the Company, the Consultant shall present evidence,
      showing fulfilment of such payment obligations, together with the official
      tax invoice, issued by the competent taxation authority to the Company
      within 15 days after his receipt of such request from the
      Company.

            


    

    


    
      	
              2.4

            	
              Notwithstanding
      Article 2.3, the Company shall have the right to withhold any tax or
      expense from its payments to the Consultant where it is required under
      applicable law.

            


    

    


    
      	
              2.5

            	
              For
      the avoidance of doubt, the Company shall not be obligated to procure any
      insurance under the PRC social insurance system, or make any statutory
      social benefits contribution, on behalf of the Consultant in the
      PRC.

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    
      	
              2.6

            	
              Subject
      to applicable law, the Company shall provide to the Consultant a
      restricted stock award of 750,000 shares of the Company’s Common Stock
      (“Restricted Stock”), which shall vest pro-rata for three-years starting
      from the Commencement Date so long as the Consultant provides services to
      the Company during all, or any portion, of such three-year term. For the
      avoidance of doubt, this Article 2.6 shall not guarantee that the
      Consultant shall be entitled to provide services to the Company for such
      three-year term. The shares will be issued to the Consultant immediately.
      If the full number of shares are not earned by the Consultant for any
      reason then the Consultant agrees to return the unvested portion of the
      stock award. Additionally, for every megawatt (MW) of wind power owned by
      the Company that is connected to the People’s Republic of China’s national
      electric grid, the Consultant shall receive a one-time grant of 1,000
      shares of the Company’s stock. For purposes of this calculation the actual
      award of stock shall be based on the Company’s ownership stake in the wind
      farm multiplied by the installed and operational MW of wind power. In this
      context, “operational” means that the wind farm is producing and selling
      electricity to a utility company at market
  rates.

            


    

    


    
      	
              3.

            	
              Reimbursements

            


    

    


    
      	
              3.1

            	
              The
      Company shall reimburse the Consultant for all reasonable and necessary
      expenses actually incurred by the Consultant during his provision of the
      Services. The Consultant shall send the invoice, receipt or other
      appropriate payment evidence to the Company, together with the invoice to
      be provided in accordance with Article 2.2 above. Upon approval in
      accordance with the Company expense verification procedures, the Company
      shall make reimbursement to the Consultant by the end of each
      month.

            


    

    


    
      	
              3.2

            	
              The
      Consultant shall bear any taxes or fees that are levied on the
      reimbursement received by the Consultant according to Article 3.1. At the
      request of the Company, the Consultant shall present evidence, showing his
      fulfilment of these payment obligations, together with the official tax
      invoice, issued by the competent taxation authority to the Company within
      15 days after his receipt of such request from the
  Company.

            


    

    


    
      	
              3.3

            	
              Notwithstanding
      Article 3.2 above, the Company shall have the right to withhold any tax or
      expense from its payments to the Consultant where it is required under
      applicable law.

            


    

    


    
      	
              4.

            	
              Termination

            


    

    


    
      	
              4.1

            	
              Either
      Party may terminate this Agreement for any reason upon providing the other
      Party with 30 day’s prior written
notice.

            


    

    


    
      	
              4.2

            	
              The
      Company is entitled to terminate this Agreement immediately by giving the
      Consultant written notice, in case any of the following events
      occurs:

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    
      	
               
      

            	
              (a)

            	
              The
      Consultant commits fraud, malpractice or gross
  negligence;

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Consultant materially breaches a fiduciary
duty;

            


    

    


    
      	
               
      

            	
              (c)

            	
              A
      conflict of interest between the Consultant or the relatives of the
      Consultant and the Company;

            


    

    


    
      	
               
      

            	
              (d)

            	
              The
      Consultant is suspected of any crime or administrative violation;
      or

            


    

    


    
      	
               
      

            	
              (e)

            	
              The
      Consultant commits a material breach of this
  Agreement.

            


    

    


    
      	
              4.3

            	
              Unless
      otherwise instructed by the Company, upon termination of this Agreement,
      the Consultant shall return to the Company all books, data, notes,
      archives, records, documents or any other materials belonging to the
      Company, or any affiliated enterprise of the Company as instructed by the
      Company. The Consultant shall not make or retain any copy of these
      materials.

            


    

    


    
      	
              5.

            	
              Confidentiality

            


    

    


    
      	
              5.1

            	
              The
      Consultant shall not, either during or after his performance of this
      Agreement, divulge or disclose to any person, directly or indirectly, any
      confidential information in connection with the Company or any affiliate
      of the Company which may have come to the Consultant’s knowledge during
      his service with the Company; and the Consultant shall, both during and
      after his performance of this Agreement, take all reasonable precautions
      to keep all such information
secret.

            


    

    


    
      	
              6.

            	
              Non-competition

            


    

    


    
      	
              6.1

            	
              During
      the performance of this Agreement, the Consultant shall not engage, in any
      manner, in any activities that will directly or indirectly compete against
      the businesses of the Company.

            


    

    


    
      	
              7.

            	
              Governing
      Law

            


    

    


    This
Agreement shall be governed by Nevada law.

    


    
      	
              8.

            	
              Settlement
      of Dispute

            


    

    


    Any
dispute arising from or in connection with this Agreement, including any
question regarding its existence, validity or termination, shall be referred to
and finally resolved by courts of competent jurisdiction in Nevada.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    
      	
              9.

            	
              Miscellaneous

            


    

    


    
      	
              9.1

            	
              If
      any provision of this Agreement is held illegal, invalid, or
      unenforceable, such provision will be deemed severed and the remainder of
      this Agreement will remain binding on the Parties as though the illegal,
      invalid or unenforceable provision has not been
  included.

            


    

    


    
      	
              9.2

            	
              This
      Agreement together with any documents referred to in this Agreement sets
      out the entire agreement and understanding between the Parties and
      supersedes all prior agreements, understandings or arrangements (oral or
      written) in respect of this matter.

            


    

    


    
      	
              9.3

            	
              Any
      waiver by the Company of a breach of any provisions of this Agreement
      shall not operate or be construed as a waiver of any subsequent breach of
      such provision or any other provision
hereof.

            


    

    


    
      	
              9.4

            	
              This
      Agreement is made in two original counterparts. Each Party holds one
      original copy.

            


    

    


    
      	
              9.5

            	
              This
      Agreement is made and executed in English language
  only.

            


    

    


    


    
      	
              Far
      East Wind Power Corp.

            	
              Liu
      Xiaobu

            
	 
      	 
      
	
               

            	 
      
	
              /s/
      James
      Crane                   
      

            	
              /s/
      Liu
      Xiaobu                  
      

            
	
              James
      Crane

              Chief
      Financial Officer

            	 
      
	
              Date:
      9/15/10                      
      

            	
              Date:
      9/15/10                   
      

            


    

    


    
      
        
        

      

      
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