Filed by sedaredgar.com - Elko Ventures, Inc. - Exhibit 10.4






EMPLOYMENT AND SERVICE AGREEMENT

This employment agreement (this "Agreement"), dated as of August
  18, 2009 (the "Effective Date"), is made by and between Elko Ventures, Inc.,
  a Nevada corporation (the "Corporation"), and Ronald Yadin Lowenthal (the "Executive")
  (each, a "Party" and together, the "Parties"). 

WHEREAS, the Executive is
employed as President and Chief Executive Officer of the Corporation; and 

WHEREAS, the Parties wish to
establish the terms of the Executive's employment by the Corporation; 

NOW, THEREFORE, in consideration
of the foregoing, of the mutual promises contained herein and of other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties, intending to be legally bound, hereby agree as
follows: 

	 	1. 	
      POSITION/DUTIES:-

	 	 	 	 
	 		(a) 	
      During the Employment Term (as defined in Section 2
      below), the Executive shall serve as President and as the Chief Executive
      Officer of the Corporation. In this capacity the Executive shall have such
      duties, authorities and responsibilities commensurate with the duties,
      authorities and responsibilities of persons in similar capacities in
      similarly sized companies and such other reasonable duties and
      responsibilities as the Board of Directors of the Corporation (the
      "Board") shall designate. The Executive shall report directly to the Board
      of Directors of the Corporation. The Executive shall obey the lawful
      directions of the Board and shall use his diligent efforts to promote the
      interests of the Corporation and to maintain and promote the reputation
      thereof.

	 	 	 	 
	 		(b) 	
      During the Employment Term, the Executive shall use his
      best efforts to perform his duties under this Agreement and shall as much
      of his time energy and skill in the performance of his duties with the
      Corporation.

	 	 	 	 
	 	2. 	
      EMPLOYMENT TERM:-

	 	 	 	 
	 		
      Except for earlier termination as provided in Section 6,
      the Executive's employment under this Agreement shall be for a
      five-year term commencing on the Effective Date and ending
      on August 17, 2014 (the "Employment Term").








	 	3. 	
      BASE SALARY:-

	 	 	 
	 		
      The Corporation agrees to pay to the Executive a base
      salary at an annual rate of not less than US$30,000 (Thirty thousand
      dollars), payable in accordance with the regular payroll practices of the
      Corporation. The Executive's Base Salary shall be subject to annual review
      by the Board (or a committee thereof). The base salary as determined
      herein from time to time shall constitute "Base Salary" for purposes of
      this Agreement. It is recorded that the Executive shall receive the
      full settlement of his first 2 (two) years’ base salary through the issue
      by the Corporation to the Executive of an amount of 3,000,000 (Three
      million) restricted shares of the Corporation’s shares of Common Stock;
      issued to the Executive at Par Value.

	 	 	 
	 		
      These shares of the Corporation’s Common Stock shall not
      be available to be assigned, pledged, sold, lent or in any way alienated
      for a period of 2 (two) years commencing from the date this Agreement.
      These shares are restricted under Regulation 144 and shall be held “on
      book” by the Transfer Agent to the Corporation; for an on behalf of the
      Executive. The Executive shall not be permitted to request these shares of
      the Corporation’s Common Stock, in certificated form, until the expiration
      of the 2 (two) years from the date of their issue to the
  Executive.

	 	 	 
	 	4. 	
      BONUS:-

	 	 	 
	 		
      With respect to each full fiscal year during the
      Employment Term, the Executive shall be eligible to earn an annual bonus
      (the "Annual Bonus") in such amount, if any, as determined in the sole
      discretion of the Board of up to 100% (One hundred percent) of the
      Executive's Base Salary. In addition, the Executive shall be eligible to
      participate in the Corporation's bonus and other incentive compensation
      plans and programs (if any) for the Corporation's senior executives at a
      level commensurate with his position and may be entitled to bonus payments
      in addition to the amount set forth hereinabove.



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	 	5. 	
      EMPLOYEE BENEFITS:-

	 	 	 	 
	 		(a) 	
      Benefit Plans.

	 	 	 	 
	 			
      The Executive shall be eligible to participate in any
      employee benefit plan of the Corporation, including, but not limited to,
      equity, pension, thrift, profit sharing, medical coverage, education, or
      other retirement or welfare benefits that the Corporation has adopted or
      may adopt, maintain or contribute to for the benefit of its senior
      executives, at a level commensurate with his positions, subject to
      satisfying the applicable eligibility requirements. The Corporation may at
      any time or from time to time amend, modify, suspend or terminate any
      employee benefit plan, program or arrangement for any reason in its sole
      discretion.

	 	 	 	 
	 		(b) 	
      Vacation:-

	 	 	 	 
	 			
      The Executive shall be entitled to an annual paid
      vacation in accordance with the Corporation's policy applicable to senior
      executives from time to time in effect, but in no event less than two
      weeks per calendar year (as prorated for partial years), which vacation
      may be taken at such times as the Executive elects with due regard to the
      needs of the Corporation. The carry-over of vacation days shall be in
      accordance with the Corporation's policy applicable to senior executives
      from time to time in effect.

	 	 	 	 
	 		(c) 	
      Business and Entertainment Expenses:-

	 	 	 	 
	 			
      Upon presentation of appropriate documentation, the
      Executive shall be reimbursed for all reasonable and necessary business
      and entertainment expenses incurred in connection with the performance of
      his duties hereunder, all in accordance with the Corporation's expense
      reimbursement policy applicable to senior executives from time to time in
      effect.



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	 	(d) 	
      Signing Bonus:-

	 	 	 
	 		
      Upon execution of this Agreement, the Executive shall be
      awarded a “Signing” bonus to be settled through the issuance of 2,000,000
      (Two million) restricted shares of the Corporation’s Common Stock and at
      Par Value.

	 	 	 
	 		
      These shares of the Corporation’s Common Stock shall not
      be available to be assigned, pledged, sold, lent or in any way alienated
      for a period of 3 (three) years commencing from the date this Agreement.
      These shares are restricted under Regulation 144 and shall be held “on
      book” by the Transfer Agent to the Corporation; for an on behalf of the
      Executive. The Executive shall not be permitted to request these shares of
      the Corporation’s Common Stock, in certificated form, until the expiration
      of the 3 (three) years from the date of their issue to the
    Executive.

	 	 	 
	 	(e) 	
      Liability Insurance

	 	 	 
	 		
      The Corporation undertakes to procure suitable and
      necessary Director’s Liability Insurance for the Executive. The costs of
      this Insurance are to be borne by the
Corporation.




	 	6. 	
      TERMINATION:-

	 	 	 	 
	 		
      The Executive's employment and the Employment Term shall
      terminate on the first of the following to occur:

	 	 	 	 
	 		(a) 	
      Disability:-

	 	 	 	 
	 			
      On the thirtieth (30th ) day following written
      notice by the Corporation to the Executive of termination due to
      Disability. For purposes of this Agreement, "Disability" shall mean a
      determination by the Corporation in accordance with applicable law that
      due to a physical or mental injury, infirmity or incapacity, the Executive
      is unable to perform the essential functions of his job with or without
      accommodation for 180 days (whether or not consecutive) during any
      12-month period.

	 	 	 	 
	 		(b) 	
      Death:-

	 	 	 	 
	 			
      Automatically upon the date of death of the
    Executive.



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	 	(c) 	
      Cause:-

	 	 	 
	 		
      Immediately upon written notice by the Corporation to the
      Executive of a termination for Cause. "Cause" shall mean, as determined by
      the Board (or its designee) (1) conduct by the Executive in connection
      with his employment duties or responsibilities that is fraudulent,
      unlawful or grossly negligent; (2) the willful misconduct of the
      Executive; (3) the willful and continued failure of the Executive to
      perform the Executive's duties with the Corporation (other than any such
      failure resulting from incapacity due to physical or mental illness); (4)
      the commission by the Executive of any felony (or the equivalent under the
      law of the People's Republic of China) (other than traffic-related
      offenses) or any crime involving moral turpitude; (5) violation of any
      material policy of the Corporation or any material provision of the
      Corporation's code of conduct, employee handbook or similar documents; or
      (6) any material breach by the Executive of any provision of this
      Agreement or any other written agreement entered into by the Executive
      with the Corporation.

	 	 	 
	 	(d) 	
      Without Cause:

	 	 	 
	 		
      On the thirtieth (30th) day following written notice by
      the Corporation to the Executive of an involuntary termination without
      Cause, other than for death or Disability.

	 	 	 
	 	(e) 	
      Good Reason.

	 	 	 
	 		
      On the sixtieth (60th ) day following written
      notice by the Executive to the Corporation of a termination for Good
      Reason. "Good Reason" shall mean, without the express written consent of
      the Executive, the occurrence of any the following events unless such
      events are cured (if curable) by the Corporation within fifteen days
      following receipt of written notification by the Executive to the
      Corporation that he intends to terminate his employment hereunder for one
      of the reasons set forth below: any material reduction or diminution
      (except temporarily during any period of incapacity due to physical or
      mental illness) in the Executive's title, authorities, duties or
      responsibilities or reporting requirements with the
  Corporation.



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	 	7. 	
      CONSEQUENCES OF TERMINATION:-

	 	 	 	 
	 		(a) 	
      Disability:-

	 	 	 	 
	 			
      Upon termination of the Employment Term because of the
      Executive's Disability, the Corporation shall pay or provide to the
      Executive (1) any unpaid Base Salary and any accrued vacation through the
      date of termination; (2) any unpaid Annual Bonus accrued with respect to
      the fiscal year ending on or preceding the date of termination; (3)
      reimbursement for any unreimbursed expenses properly incurred through the
      date of termination; and (4) all other payments or benefits to which the
      Executive may be entitled under the terms of any applicable employee
      benefit plan, program or arrangement (collectively, "Accrued
      Benefits").

	 	 	 	 
	 		(b) 	
      Death:-

	 	 	 	 
	 			
      Upon the termination of the Employment Term because of
      the Executive's death, the Executive's estate shall be entitled to any
      Accrued Benefits.

	 	 	 	 
	 		(c) 	
      Termination for Cause:-

	 	 	 	 
	 			
      Upon the termination of the Employment Term by the
      Corporation for Cause or by either party in connection with a failure to
      renew this Agreement, the Corporation shall pay to the Executive any
      Accrued Benefits.

	 	 	 	 
	 		(d) 	
      Termination without Cause or for Good
    Reason:-

	 	 	 	 
	 			
      Upon the termination of the Employment Term by the
      Corporation without Cause or by the Executive with Good Reason, the
      Corporation shall pay or provide to the Executive (1) the Accrued
      Benefits, and (2) subject to the Executive's execution (and
      non-revocation) of a general release of claims against the Corporation and
      its affiliates in a form reasonably requested by the Corporation, (A)
      continued payment of his Base Salary for 6 (six) months after termination,
      payable in accordance with the regular payroll practices of the
      Corporation, but off the payroll; and (B) payment of the Executive's cost
      of continued medical coverage for (6) six months after termination
      (subject to the Executive's co-payment of the costs in the same proportion
      as such costs were shared immediately prior to the date of termination).
      Payments provided under this Section 7(d) shall be in lieu of any
      termination or severance payments or benefits for which the Executive may
      be eligible under any of the plans, policies or programs of the
      Corporation.



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	 	8. 	 NO ASSIGNMENT:-.

	 	 	 
	 		 This Agreement is personal to each of the Parties. Except
        as provided below, no Party may assign or delegate any rights or obligations
        hereunder without first obtaining the written consent of the other Party
        hereto; provided, however, that the Corporation may assign
        this Agreement to any successor (whether direct or indirect, by purchase,
        merger, consolidation or otherwise) to all or substantially all of the
        business or assets of the Corporation.

	 	 	 
	 	9. 	 NOTICES:-

	 	 	 
	 		 For the purpose of this Agreement, notices and all other
        communications provided for in this Agreement shall be in writing and
        shall be deemed to have been duly given (1) on the date of delivery if
        delivered by hand, (2) on the date of transmission, if delivered by confirmed
        facsimile, (3) on the first business day following the date of deposit
        if delivered by guaranteed overnight delivery service, or (4) on the fourth
        business day following the date delivered or mailed by United States registered
        or certified mail, return receipt requested, postage prepaid, addressed
        as follows:

	 	 	 
	 		 If to the Executive:

	 	 	 
	 		 MR. R Y LOWENTHAL

	 		 Renasa House

	 		170 Oxford Road
	 		 Melrose, Gauteng 

	 	 	2126
	 		 REPUBLIC OF SOUTH AFRICA

	 	 	 
	 		 If to the Corporation:

	 	 	 
	 		 ELKO VENTURES, INC.

	 		848 N. Rainbow Blvd. #3003 

      Las Vegas, NV 89107
	 	 	 
	 		 or to such other address as either Party may have furnished
        to the other in writing in accordance herewith, except that notices of
        change of address shall be effective only upon receipt.



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	 	10. 	
      PROTECTION OF THE CORPORATION'S
      BUSINESS:-

	 	 	 	 
	 		(a) 	
      Confidentiality:-

	 	 	 	 
	 			
      The Executive acknowledges that during the course of his
      employment by the Corporation (prior to and during the Employment Term) he
      has and will occupy a position of trust and confidence. The Executive
      shall hold in a fiduciary capacity for the benefit of the Corporation and
      shall not disclose to others or use, whether directly or indirectly, any
      Confidential Information regarding the Corporation, except (i) as in good
      faith deemed necessary by the Executive to perform his duties hereunder,
      (ii) to enforce any rights or defend any claims hereunder or under any
      other agreement to which the Executive is a party, provided that
      such disclosure is relevant to the enforcement of such rights or
      defense of such claims and is only disclosed in the formal proceedings
      related thereto, (iii) when required to do so by a court of law, by any
      governmental agency having supervisory authority over the business of the
      Corporation or by any administrative or legislative body (including a
      committee thereof) with jurisdiction to order him to divulge, disclose or
      make accessible such information, provided that the Executive shall
      give prompt written notice to the Corporation of such requirement,
      disclose no more information than is so required, and cooperate with any
      attempts by the Corporation to obtain a protective order or similar
      treatment, (iv) as to such Confidential Information that shall have become
      public or known in the Corporation's industry other than by the
      Executive's unauthorized disclosure, or (v) to the Executive's spouse,
      attorney and/or his personal tax and financial advisors as reasonably
      necessary or appropriate to advance the Executive's tax, financial and
      other personal planning (each an "Exempt Person"), provided,
      however, that any disclosure or use of Confidential
      Information by an Exempt Person shall be deemed to be a breach of this
      Section 10(a) by the Executive. The Executive shall take all reasonable
      steps to safeguard the Confidential Information and to protect it against
      disclosure, misuse, espionage, loss and theft. The Executive understands
      and agrees that the Executive shall acquire no rights to any such
      Confidential Information. "Confidential Information" shall mean
      information about the Corporation, its subsidiaries and affiliates, and
      their respective clients and customers that is not disclosed by the
      Corporation and that was learned by the Executive in the course of his
      employment by the Corporation, including, but not limited to, any
      proprietary knowledge, trade secrets, data and databases, formulae, sales,
      financial, marketing, training and technical information, client,
      customer, supplier and vendor lists, competitive strategies, computer
      programs and all papers, resumes, and records (including computer records)
      of the documents containing such Confidential
  Information.



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	 	(b) 	
      Non-Competition:-

	 	 	 
	 		
      During the Employment Term and for the one-year period
      following the termination of the Executive's employment for any reason
      (the "Restricted Period"), the Executive shall not, directly or
      indirectly, without the prior written consent of the Corporation, provide
      employment (including self- employment), directorship, consultative or
      other services to any business, individual, partner, firm, corporation, or
      other entity that directly competes with any business conducted by the
      Corporation or any of its subsidiaries or affiliates on the date of the
      Executive's termination of employment or within one year of the
      Executive's termination of employment in the geographic locations where
      the Corporation and its subsidiaries or affiliates engage or propose to
      engage in such business (the "Business"). Nothing herein shall prevent the
      Executive from having a passive ownership interest of not more than 2%
      (Two percent) of the outstanding securities of any entity engaged in the
      Business whose securities are traded on a national securities
    exchange.

	 	 	 
	 	(c) 	
      Non-Solicitation of Employees:-

	 	 	 
	 		
      The Executive recognizes that he possesses and will
      possess confidential information about other employees of the Corporation
      and its subsidiaries and affiliates relating to their education,
      experience, skills, abilities, compensation and benefits, and
      inter-personal relationships with customers of the Corporation and its
      subsidiaries and affiliates. The Executive recognizes that the information
      he possesses and will possess about these other employees is not generally
      known, is of substantial value to the Corporation and its subsidiaries and
      affiliates in developing their business and in securing and retaining
      customers, and has been and will be acquired by him because of his
      business position with the Corporation. The Executive agrees that, during
      the Restricted Period, he will not, directly or indirectly, (i) solicit or
      recruit any employee of the Corporation or any of its subsidiaries or
      affiliates (a "Current Employee") or any person who was an employee of the
      Corporation or any of its subsidiaries or affiliates during the twelve
      (12) month period immediately prior to the date the Executive's employment
      terminates (a "Former Employee") for the purpose of being employed by him
      or any other entity, or (ii) hire any Current Employee or Former
      Employee.



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	 	(d) 	
      Non-Solicitation of Customers:-

	 	 	 
	 		
      The Executive agrees that, during the Restricted Period,
      he will not, directly or indirectly, solicit or attempt to solicit (i) any
      party who is a customer or client of the Corporation or its subsidiaries,
      who was a customer or client of the Corporation or its subsidiaries at any
      time during the 12 (twelve) month period immediately prior to the date the
      Executive's employment terminates or who is a direct customer or client
      that has been identified and targeted by the Corporation or its
      subsidiaries for the purpose of marketing, selling or providing to any
      such party any services or products offered by or available from the
      Corporation or its subsidiaries, or (ii) any supplier or vendor to the
      Corporation or any subsidiary to terminate, reduce or alter negatively its
      relationship with the Corporation or any subsidiary or in any manner
      interfere with any agreement or contract between the Corporation or any
      subsidiary and such supplier or vendor.

	 	 	 
	 	(e) 	
      Property:-

	 	 	 
	 		
      The Executive acknowledges that all originals and copies
      of materials, records and documents generated by him or coming into his
      possession during his employment by the Corporation or its subsidiaries
      are the sole property of the Corporation and its subsidiaries
      ("Corporation Property"). During the Employment Term, and at all times
      thereafter, the Executive shall not remove, or cause to be removed, from
      the premises of the Corporation or its subsidiaries, copies of any record,
      file, memorandum, document, computer related information or equipment, or
      any other item relating to the business of the Corporation or its
      subsidiaries, except in furtherance of his duties under this Agreement.
      When the Executive's employment with the Corporation terminates, or upon
      request of the Corporation at any time, the Executive shall promptly
      deliver to the Corporation all copies of Corporation Property in his
      possession or control.



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	 	(f) 	
      Non-Disparagement:-

	 	 	 
	 		
      Executive shall not, and shall not induce others to,
      Disparage the Corporation or its subsidiaries or affiliates or their past
      and present officers, directors, employees or products. "Disparage" shall
      mean making comments or statements to the press, the Corporation's or its
      subsidiaries' or affiliates' employees or any individual or entity with
      whom the Corporation or its subsidiaries or affiliates has a business
      relationship which would adversely affect in any manner (1) the business
      of the Corporation or its subsidiaries or affiliates (including any
      products or business plans or prospects), or (2) the business reputation
      of the Corporation or its subsidiaries or affiliates, or any of their
      products, or their past or present officers, directors or
  employees.

	 	 	 
	 	(g) 	
      Cooperation:-

	 	 	 
	 		
      Subject to the Executive's other reasonable business
      commitments, following the Employment Term, the Executive shall be
      available to cooperate with the Corporation and its outside counsel and
      provide information with regard to any past, present, or future legal
      matters which relate to or arise out of the business the Executive
      conducted on behalf of the Corporation and its subsidiaries and
      affiliates, and, upon presentation of appropriate documentation, the
      Corporation shall compensate the Executive for any out-of-pocket expenses
      reasonably incurred by the Executive in connection therewith.

	 	 	 
	 	(h) 	
      Equitable Relief and Other Remedies:-

	 	 	 
	 		
      The Executive acknowledges and agrees that the
      Corporation's remedies at law for a breach or threatened breach of any of
      the provisions of this Section 10 would be inadequate and, in recognition
      of this fact, the Executive agrees that, in the event of such a breach or
      threatened or attempted breach, in addition to any remedies at law, the
      Corporation, without posting any bond, shall be entitled to obtain
      equitable relief in the form of specific performance, a temporary
      restraining order, a temporary or permanent injunction or any other
      equitable remedy which may then be available. In addition, without
      limiting the Corporation's remedies for any breach of any restriction on
      the Executive set forth in this Section 10, except as required by law, the
      Executive shall not be entitled to any payments set forth in Section 7(d)
      hereof if the Executive has breached the covenants applicable to the
      Executive contained in this Section 10, the Executive will immediately
      return to the Corporation any such payments previously received under
      Section 7(d) upon such a breach, and, in the event of such breach, the
      Corporation will have no obligation to pay any of the amounts that remain
      payable by the Corporation under Section 7(d).



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	 	(i) 	
      Reformation:-

	 	 	 
	 		
      If it is determined by a court of competent jurisdiction
      in any state that any restriction in this Section 10 is excessive in
      duration or scope or is unreasonable or unenforceable under the laws of
      that state, it is the intention of the parties that such restriction may
      be modified or amended by the court to render it enforceable to the
      maximum extent permitted by the law of that state. The Executive
      acknowledges that the restrictive covenants contained in this Section 10
      are a condition of this Agreement and are reasonable and valid in temporal
      scope and in all other respects.

	 	 	 
	 	(j) 	
      Survival of Provisions:-

	 	 	 
	 		
      The obligations contained in this Section 10 shall
      survive in accordance with their terms the termination or expiration of
      the Executive's employment with the Corporation and shall be fully
      enforceable thereafter.




	 	11. 	
      INDEMNIFICATION:-

	 	 	 
	 		
      The Executive shall be indemnified to the extent
      permitted by the Corporation's organizational documents and to the extent
      required by law.

	 	 	 
	 	12. 	
      SECTION HEADINGS AND
  INTERPRETATION:-

	 	 	 
	 		
      The section headings used in this Agreement are included
      solely for convenience and shall not affect, or be used in connection
      with, the interpretation of this Agreement. Expressions of inclusion used
      in this agreement are to be understood as being without
  limitation.

	 	 	 
	 	13. 	
      SEVERABILITY:-

	 	 	 
	 		
      The provisions of this Agreement shall be deemed
      severable and the invalidity of unenforceability of any provision shall
      not affect the validity or enforceability of the other provisions
      hereof.

	 	 	 
	 	14. 	
      COUNTERPARTS:-

	 	 	 
	 		
      This Agreement may be executed in several counterparts,
      each of which shall be deemed to be an original but all of which together
      will constitute one and the same Agreement.



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	 	15. 	
      GOVERNING LAW AND VENUE:-

	 	 	 
	 		
      The validity, interpretation, construction and
      performance of this Agreement shall be governed by the laws of the State
      of Nevada without regard to its conflicts of law principles. The Parties
      agree irrevocably to submit to the exclusive jurisdiction of the federal
      courts or, if no federal jurisdiction exists, the state courts, located in
      the City of New York, Borough of Manhattan, for the purposes of any suit,
      action or other proceeding brought by any Party arising out of any breach
      of any of the provisions of this Agreement and hereby waive, and agree not
      to assert by way of motion, as a defense or otherwise, in any such suit,
      action, or proceeding, any claim that it is not personally subject to the
      jurisdiction of the above-named courts, that the suit, action or
      proceeding is brought in an inconvenient forum, that the venue of the
      suit, action or proceeding is improper, or that the provisions of this
      Agreement may not be enforced in or by such courts. IN ADDITION, THE
      PARTIES AGREE TO WAIVE A TRIAL BY JURY.

	 	 	 
	 	16. 	
      ENTIRE AGREEMENT:-

	 	 	 
	 		
      This Agreement contains the entire agreement between the
      Parties with respect to the subject matter hereof and supersedes all prior
      agreements, written or oral, with respect thereto. No agreements or
      representations, oral or otherwise, express or implied, with respect to
      the subject matter hereof have been made by either party which are not
      expressly set forth in this Agreement.

	 	 	 
	 	17. 	
      WAIVER AND AMENDMENT:-

	 	 	 
	 		
      No provision of this Agreement may be modified, amended,
      waived or discharged unless such waiver, modification, amendment or
      discharge is agreed to in writing and signed by the Executive and such
      officer or director as may be designated by the Board. No waiver by either
      Party at any time of any breach by the other Party hereto of, or
      compliance with, any condition or provision of this Agreement to be
      performed by such other Party shall be deemed a waiver or similar or
      dissimilar provisions or conditions at the same or at any prior or
      subsequent time.

	 	 	 
	 	18. 	
      WITHHOLDING:-

	 	 	 
	 		
      The Corporation may withhold from any and all amounts
      payable under this Agreement such federal, state, local and foreign taxes
      as may be required to be withheld pursuant to any applicable law or
      regulation.



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	 	19. 	
      AUTHORITY AND
    NON-CONTRAVENTION:-

	 	 	 
	 		
      The Executive represents and warrants to the Corporation
      that he has the legal right to enter into this Agreement and to perform
      all of the obligations on his part to be performed hereunder in accordance
      with its terms and that he is not a party to any agreement or
      understanding, written or oral, which could prevent him form entering into
      this Agreement or performing all of his obligations hereunder.

	 	 	 
	 	20. 	
      COUNTERPARTS:-

	 	 	 
	 		
      This Agreement may be executed in counterparts, each of
      which shall be deemed an original but all of which shall constitute one
      and the same instrument.



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IN WITNESS WHEREOF, the Parties have executed this
Agreement as of the date first written above. 

	 	ELKO VENTURES, INC. 
	 	 
	 	 
	 	 
	 	 
	 	/s/ RONALD YADIN LOWENTHAL 
	 	By: RONALD YADIN LOWENTHAL 
	 	Title: PRESIDENT 
	 	  
	 	  
	 	  
	 	  
	 	THE EXECUTIVE 
	 	 
	 	 
	 	 
	 	 
	 	/s/ RONALD YADIN LOWENTHAL 
	 	RONALD YADIN LOWENTHAL



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