Unassociated Document


     

    EXHIBIT
10.1

    LIMITED
AGENCY AND SERVICES AGREEMENT

     

    This
Limited Agency and Services
Agreement (hereinafter “Agreement”) is dated for reference September 10,
2010 and executed by the following parties:

     

    Oro East Mining, Inc.
(hereinafter “Principal”), a Delaware corporation filed with the U.S. Securities
Exchange Commission, CIK Ref. Number 0001430174, with office address at 32/F
Tower 1, Millennium City, 388 Kwun Tong Road, Kwun Tong, Kowloon, Hong Kong;
and

     

    Sichuan Dujiangyan Weida Company,
Limited, dba Weida Co., Ltd. (hereinafter “Agent”), a privately held
Chinese corporation, with principal place of business located at Building No. 24
Baopin Villa, Guanjin Street, Dujiangyan, Sichuan, People’s Republic of
China.

     

    RECITALS

     

    WHEREAS,
Principal is a start-up mining corporation seeking to commence mining and
excavation activities at certain claims located throughout Southeast Asia owned
and managed by Principal;

     

    WHEREAS,
Agent is a company skilled and experienced in mining operations;

     

    WHEREAS,
Principal retains Agent to procure mining equipment as set forth in Exhibit A for the
benefit of Principal, and to initially fund cash flow for the first three (3)
months of mining operations, to be funded in Chinese Renmenbi
(RMB);

     

    WHEREAS,
in consideration for Agent’s services and funding, Principal shall pay Agent
Eight Hundred Sixty Thousand U.S. Dollars ($860,000.00 USD) with an interest
rate of Four Percent (4%) per annum, payable and to be delivered to Agent on or
before November 10, 2010 in cash, or in the alternative, Agent has the option to
receive the consideration as stock in Principal’s company at Two U.S. Dollars
($2.00 USD) per share, up to the amount Agent is owed;

     

    WHEREAS,
this Agreement states the terms and conditions by which Agent shall deliver and
Principal shall receive certain services provided by Agent as set forth herein
this Agreement.

     

    AGREEMENT

     

    NOW
THEREFORE, the undersigned parties integrate the foregoing recitals into the
binding body of this Agreement and hereby agree to be bound for good and
valuable consideration as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              1.

            	
              Scope of Authority.
      Agent has been retained to carry out two primary
    activities:

            


    

     

    
      	
               
      

            	
              a.

            	
              Equipment Purchase.
      Agent shall purchase equipment for Principal, which shall help
      Principal commence mining operations located throughout Southeast Asia.
      Agent shall be responsible for obtaining any and all equipment reasonably
      necessary for Principal to commence the Target Mining Operations. In
      addition, Agent shall negotiate Best Prices for the equipment and must
      provide documentation of research and market analysis to support that
      Agent has purchased all equipment at the lowest and most competitive rates
      on the market. Agent must maintain complete books and records of all
      purchases recorded pursuant to Generally Accepted Accounting Principles,
      and provide all receipts of equipment
purchased.

            


    

     

    
      	
               
      

            	
              b.

            	
              Cash Flow Funding. Agent
      agrees that it shall help fund the first 3 months of cash flow for mining
      operations of Principal in the Republic of Philippines, and that cash flow
      shall be used for the purchase of equipment and payroll of mines workers
      and/or subcontractors, among any other transactions or activities
      reasonably commercially necessary for the start-up mining operations of
      Principal as set forth in Exhibit A. Such cash flow funding shall be
      tendered in Chinese Renmenbi (RMB).

            


    

     

    
      	
               
      

            	
              2.

            	
              Compensation. In
      consideration for Agent’s services and funding, Principal shall pay Agent
      Eight Hundred Sixty Thousand U.S. Dollars ($860,000.00 USD) with an
      interest rate of Four Percent (4%) per annum (hereinafter “Contract
      Price”), payable and to be delivered to Agent on or before November 10,
      2010 in cash, or in the alternative, Agent has the option to receive the
      consideration as stock in Principal’s company as set forth and described
      in Exhibit
      A, attached hereto and incorporated by reference, at Two U.S.
      Dollars ($2.00 USD) per share, up to the amount Agent is owed ($860,000.00
      USD plus 4% interest per annum). The Contract Price is the full and
      complete consideration for the terms set forth in the Scope of Authority
      term supra,
      Covenants 1(a) and 1(b), Equipment Purchase and Cash Flow Funding,
      respectively. The parties do not foresee the costs of Agent’s obligations
      to exceed the Contract Price, but even if it does, the risk of loss or
      liability is borne by Agent.

            


    

    


    
      	
               
      

            	
              3.

            	
              Books Available on Principal’s
      Demand. Agent shall maintain at all times complete books and
      records of all transactions and activities of Agent on behalf of Principal
      as it arises from this Agreement, and those books and records shall be
      made available to Principal for inspection at any time upon Principal’s
      demand. If at any time Agent has failed to maintain complete books and
      records of all transactions and activities, such failure and omission
      shall constitute breach of this
Agreement.

            


    

    


    
      	
               
      

            	
              4.

            	
              Bi-Weekly Updates. Agent
      shall submit a written report to Principal’s President, Danni Zhong, at
      minimum once every two weeks to provide a listing of all equipment already
      purchased, in the process of purchasing, or to be purchased, along with an
      outline of all activities and transactions, and status updates on the
      progress of operations.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              5.

            	
              Term of Agreement. This
      Agreement shall endure for a period of approximately Three (3) Months,
      commencing on the date of execution of this Agreement and terminating
      automatically on November 1, 2010, unless earlier expressly terminated by
      the parties.

            


    

    


    
      	
               
      

            	
              6.

            	
              Termination of
      Agreement. Any party to this Agreement may terminate the Agreement
      for cause, or breach by the other party. Any failure to meet the terms of
      this Agreement, any express covenant whatsoever, shall constitute a
      material breach of the Agreement. The terminating party shall send written
      notice to the breaching party of termination and the breach or alleged
      breach. Breaching party or allegedly breaching party is entitled to Three
      (3) days to correct any breach or alleged breach, and failure to do so
      within the three days shall allow the terminating party to proceed with
      termination absolutely and pursue any recourse or claim of recovery deemed
      necessary.

            


    

    


    
      	
               
      

            	
              7.

            	
              Non-Disclosure
      Agreement. As part of the consideration required of it under this
      Agreement, Agent and its employees, officers, and trustees agree that they
      shall not at any time thereafter the execution of this Agreement divulge
      to any person or entity any confidential information received by them
      during or after the term of this Agreement with regard to the personal,
      financial, or other affairs of Principal(s), and all such information
      shall be kept confidential and shall not in any manner be revealed to
      anyone. Confidential information shall encompass any and all documents or
      information expressly marked as “Confidential”; any and all records or
      documents related to finance; any and all records or documents related to
      corporate organization; and any and all communications transmitted to
      Agent by the President of Principal that is not already in the public
      domain. Agent further hereby expressly covenants and agrees that it shall
      not at any time during or after termination of this Agreement reveal,
      divulge or make known to any person any confidential information of
      Principal, or reveal, divulge, or make known to any person of any secret
      or confidential information whatsoever in connection with Principal or its
      business or anything connected therewith, or solicit, interfere with, or
      endeavor to entice away from Principal any customer or any person in the
      habit of dealing with Principal, or interfere with or entice away any
      other employee of Principal, and Principal may apply for and have an
      injunction restraining the breach or the threatened breach of any of the
      covenants hereof.

            


    

     

    
      	
               
      

            	
              8.

            	
              Confidentiality. In the
      event that a separate confidentiality or non-disclosure agreement has been
      executed by the undersigned parties, either prior to or subsequent to the
      execution of this Agreement, the terms of that separate confidentiality or
      non-disclosure agreement shall govern. If no separate confidentiality or
      non-disclosure agreement exists, then this covenant shall apply. All
      communications, written or oral, made between the parties during the
      course and scope of this Agreement shall be held in strictest confidence
      and may not be disclosed to any person or entity that is not a party to
      this agreement. The undersigned parties may disclose said confidential
      information to their shareholders, directors, officers, employees,
      associates, agents, or independent contractors of the corporate entities
      that the undersigned represent if and only if those
      parties have duly executed a general confidentiality agreement with the
      corporate entity. Otherwise, disclosure of confidential information
      arising from this Agreement to such parties shall be strictly prohibited.
      This confidentiality clause shall survive the term of this
      Agreement.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              9.

            	
              Covenant Not to Compete in
      North America, Hong Kong, or the Republic of Philippines. In
      consideration for this Agreement and inducement to Principal to enter into
      this business relationship, Agent agrees acknowledges, represents, and
      warrants that neither it nor any of its shareholders, directors, officers,
      agents, or associates, personally or through Agent shall directly compete
      against Principal in North America, Hong Kong, or the Republic of
      Philippines for the duration of this Agreement and, additionally, two
      years after the termination of this Agreement. The parties further agree
      that the only way to fairly compensate Principal for any breaches of this
      covenant is through payment of liquidated damages. The parties agree that
      for each oral or written disclosure to private individuals or entities,
      Principal will sustain harm equivalent to the sum of $10,000.00 USD per
      disclosure and for each publication, online or in print, Principal will
      sustain harm equivalent to the sum of $100,000.00 USD for each
      publication. In the event of breach, Agent shall be liable for these sums
      pursuant to this liquidated damages clause and furthermore, shall be
      liable for any attorney’s fees or court costs incurred by Principal in
      pursuing recovery of the liquidated damages. The individual shareholders,
      directors, officers, agents, or associates of Agent shall be bound
      collectively as Agent under this Agreement and the undersigned represents
      and warrants that he or she is duly authorized to represent the
      aforementioned parties.

            


    

    


    
      	
            	
              10.

            	
              Principal’s Damages in Event of
      Breach. In the event of a breach of this Agreement by Agent
      resulting in damages to Principal, Principal may recover from Agent any
      and all damages as may be sustained, including but not limited to loss of
      opportunity, loss of business, loss of foreseeable profits in spite of
      Principal being a start-up, reasonable compensation for loss of time,
      reasonable attorney’s fees, any difference in costs sustained by Principal
      in retaining a new agent to replace Agent, and any and all incidental and
      consequential damages that may
arise.

            


    

     

    
      	
            	
              11.

            	
              Agent Representations and
      Warranties. Agent hereby represents and warrants to Principal
      that:

            


    

     

    
      	
               
      

            	
              a.

            	
              Authority and Personal
      Guaranty. Agent is a legally existing entity with the authority to
      enter into this Agreement. The undersigned party on behalf of Agent hereby
      represents and warrants that he or she has been duly authorized by its
      corporate entity or principal to enter into this Agreement and to bind
      that corporate entity or principal to the terms hereof, and that in any
      event that Principal is unable to recover from Agent for any reason
      whatsoever, that the undersigned individual on behalf of Agent shall be
      held personally liable for Agent’s failures, breaching acts, and/or
      omissions.

            


    

     

    
      	
               
      

            	
              b.

            	
              Compliance with Law.
      Agent and its employees, trustees, and associates warrant that they have
      complied and will comply fully with all applicable laws, regulations,
      statutes, and ordinances, and that they shall make themselves familiar and
      fully up to date on Philippine laws, codes, and regulations as pertaining
      to mining operations, and that at all times Agent shall comply with said
      laws, codes, and regulations.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              12.

            	
              Right to Adequate
      Assurance. Principal reserves the right to request adequate
      assurance of future performance of obligations arising from this Agreement
      if there are reasonable grounds for insecurity, or grounds for Principal
      to believe that Agent may breach the Agreement, or that Agent may be
      unable to perform the terms as set forth in the Agreement. To exercise
      this right, Principal must request adequate assurance in writing and Agent
      must be given at least 10 business days to respond, from the date that the
      request is sent. If no response is timely received, then the parties
      hereby agree and acknowledge that such non-response or silence shall be
      deemed as Agent’s anticipatory repudiation of the Agreement, entitling
      Principal to claim damages for total breach. In the event that Principal
      prevails on its claims pursuant to this clause, Agent shall be liable for
      Principal’s court costs and attorney’s
fees.

            


    

     

    
      	
            	
              13.

            	
              No Waiver or Cumulative
      Remedies. No failure or delay on the part of any undersigned party
      to this Agreement in exercising any right, power or remedy hereunder shall
      operate as a waiver thereof; nor shall any single or partial exercise of
      any such right, power or remedy preclude any other or further exercise
      thereof or the exercise of any other right, power or remedy hereunder. The
      remedies herein provided are cumulative and not exclusive of any remedies
      provided by law.

            


    

    


    
      	
            	
              14.

            	
              Prohibition Against
      Assignment. Unless the undersigned parties mutually agree to
      subsequently modify this covenant in writing, Agent shall not assign,
      transfer, convey, or dispose of its rights, title or interest in this
      Agreement. This Agreement and any and all subsequent obligations arising
      therefrom shall be non-assignable unless the parties agree to other
      arrangements, which must be memorialized in
  writing.

            


    

    


    
      	
            	
              15.

            	
              No Third Parties Without
      Written Approval. Unless otherwise provided for in writing and
      signed and acknowledged by both parties, there shall be no third party
      beneficiaries to this Agreement. This Agreement is non-assignable,
      non-transferrable, and the duties that the undersigned parties are obliged
      to perform are non-delegable unless otherwise provided for in writing and
      signed and acknowledged by both
parties.

            


    

    


    
      	
            	
              16.

            	
              Enurement. This
      Agreement shall enure to the benefit of and be binding upon the parties
      hereto and their respective successors and
  assigns.

            


    

    


    
      	
            	
              17.

            	
              Merger and Integration.
      This Agreement and the exhibits attached hereto contain the entire
      agreement of the parties with respect to the subject matter of this
      Agreement, and supersede all prior negotiations, agreements and
      understandings with respect thereto. This Agreement may only be amended by
      a written document duly executed by the undersigned
    parties.

            


    

    


    
      	
            	
              18.

            	
              General Indemnification.
      Agent hereby agrees to indemnify and hold harmless Principal against loss
      or threatened loss or expense by reason of the liability or potential
      liability of Principal for or arising out of any claims for damages,
      including payment and compensation for reasonably-incurred attorney’s fees
      and other related professional
fees.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              19.

            	
              Good Faith and Best
      Efforts. Agent hereby agrees to fully perform this Agreement in
      good faith and exercise its best efforts in carrying forth the terms of
      this Agreement. “Good faith” shall be defined as a state of mind
      consisting in (1) honesty in belief or purpose, (2) faithfulness to one’s
      duty or obligation, (3) observance of reasonable commercial standards of
      fair dealing in a given trade or business, and/or (4) absence of intent to
      defraud or to seek unconscionable advantage. “Best efforts” shall be
      defined as a binding duty to use best efforts to accomplish any given
      goal, to make every available effort to do so, regardless of the harm to
      the bound party. The parties further agree that there are no conflicts
      between Agent’s duty to perform in good faith and duty to exercise best
      efforts.

            


    

    


    
      	
            	
              20.

            	
              Force Majeure. In the
      event of unforeseen disasters, events, or conditions that the parties were
      not able to contemplate at the execution of this Agreement, such as
      sabotage, riots, terrorism, political or governmental complications,
      market conditions, or natural occurrences such as hurricanes, floods,
      earthquakes, etc. or other Acts of God, liability shall be borne by Agent
      only.

            


    

    


    
      	
            	
              21.

            	
              Choice of Law and Forum.
      This Agreement shall be interpreted under the laws of Hong Kong. Any
      litigation under this Agreement shall be resolved in the courts of the
      applicable jurisdiction in Hong
Kong.

            


    

    


    
      	
            	
              22.

            	
              Service of Summons. In
      the event that a cause of action or suit arises from this Agreement, the
      undersigned parties hereby agree and consent to service of summons at the
      following addresses:

            


    

     

    
      	
               
      

            	
              a.

            	
              Principal: Agent for
      Service of Process: Danni Zhong, 32/F Tower 1, Millennium City, 388 Kwun
      Tong Road, Kwun Tong, Kowloon, Hong
Kong.

            


    

     

    
      	
               
      

            	
              b.

            	
              Agent: Agent for Service
      of Process: Any full-time employee of Sichuan Dujiangyan Weida Company,
      Limited, Building No. 24 Baopin Villa, Guanjin Street, Dujiangyan,
      Sichuan, Republic of China.

            


    

     

    
      	
            	
              23.

            	
              Severability. If any
      term or provision of this Agreement shall to any extent be invalid or
      unenforceable, the remainder of this Agreement shall not be affected
      thereby, and each term and provision of this Agreement shall be valid and
      enforceable to the fullest extent permitted by
  law.

            


    

     

    
      	
            	
              24.

            	
              Entire Agreement. This
      Agreement constitutes the entire agreement to date between the parties
      hereto and supersedes every previous agreement, communication,
      expectation, negotiation, representation or understanding, whether oral or
      written, express or implied, statutory or otherwise, between the parties
      hereto with respect to the subject matter of this
    Agreement.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              25.

            	
              Counterparts. This
      Agreement may be executed in any number of counterparts, all of which
      taken together shall constitute one and the same instrument, and any of
      the parties hereto may execute this Agreement by signing any such
      counterpart.

            


    

    


    
      	
            	
              26.

            	
              Descriptive Headings.
      The headings in this Agreement are for convenience of reference only and
      shall not limit or otherwise affect the meaning of terms contained herein.
      Unless the context of this Agreement otherwise requires, references to
      "hereof," "herein," "hereby," "hereunder" and similar terms shall refer to
      this entire Agreement.

            


    

     

    IN
WITNESS WHEREOF, the undersigned parties cause this Agreement to be duly signed
and executed on the date first written above in the preamble of this
document.

     

    SIGNED
AND EXECUTED:

     

    
      	
              PRINCIPAL:

            	 
      	
              AGENT:

            
	 	 	 
	
              /s/ Danni
      Zhong

            	 
      	
              /s/  Pang
      Wei

            
	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              Company:

            	
              Oro
      East Mining Inc.

            	 
      	
              Company:

            	
              Weida
      Company, Ltd.

            
	
              Signor’s
      Name:

            	
              Danni
      Zhong

            	 
      	
              Signor’s
      Name:

            	
              Pang
      Wei

            
	
              Position/Title:

            	
              President

            	 
      	
              Position/Title:

            	
              President

            
	
              Date
      Signed:

            	
              September
      10, 2010

            	 
      	
              Date
      Signed:

            	
              September
      10, 2010

            
	
              Location:

            	
              Hong
      Kong

            	 
      	
              Location:

            	
              Sichuan,
      China

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

     

    Agent
shall have the option to receive Contract Price, $860,000 USD plus 4% interest
per annum, in the form of corresponding shares of the following company, at
$2.00 USD per share:

     

    Oro
East Mining Company, Inc.

     

    32/F
Tower 1, Millennium City,

     

    388 Kwun
Tong Road, Kwun Tong, Kowloon,

     

    Hong
Kong

     

    
      	
              State
      of Incorporation:

            	
              Delaware

            


    

     

    REGISTRATION
WITH U.S. SECURITIES EXCHANGE COMMISSION

     

    FOR
SECURITIES OF SMALL BUSINESS ISSUERS

     

    
      	
              CIK
      Ref. No.:

            	0001430174


    

     

    
      	
              SIC
      Ref. No.:

            	6770