Filed by sedaredgar.com - Elko Ventures, Inc. - Exhibit 10.2







	CONSULTING
      AGREEMENT 


CONSULTING AGREEMENT (the “Agreement”) dated as of
August 18, 2009 by and between Elko Ventures, Inc., a Nevada corporation with
its principal address at 848 N. Rainbow Blvd. #3003. Las Vegas, NV 89107
(the “Corporation”) and Flexwell Finance Limited, an Independent Contractor,
P.O. Box CR-56766, Suite # 789, Nassau, New Providence, BAHAMAS (the
“Consultant”).

W I T N E S S E T H 

WHEREAS, Consultant has established his expertise in,
among other things, Corporate and Structured Finance, Securities Law, Fund
Raising and in Investor Relations; and 

WHEREAS, the Corporation desires to retain the
Consultant for a period of 3 (three) years from the date of the signature of the
Agreement to perform, as an Independent Contractor, Corporate and Structured
Finance, Securities Law, Fund Raising and in Investor Relations and other
consulting services on the terms set forth below. 

NOW, THEREFORE, in consideration of the mutual covenants
and agreements, and upon the terms and agreements subject to the conditions
hereinafter set forth, the parties do hereby covenant and agree as follows: 

Section 1. Retention of
Consultant.

The Corporation engages the Consultant
as an independent contractor, and the Consultant accepts such engagement as an
Independent Contractor, subject to the terms and conditions of this Agreement.


Section 2.
Services.

The Consultant shall provide consulting
services to the Corporation in connection with the Objectives.








Section 3.
Compensation.

For services rendered by the Consultant
pursuant to this Agreement, the Corporation shall pay the Consultant the
following: 

Sign On Bonus and Compensation for
Three Years 

Upon signing this Agreement, the Consultant
  shall receive 5,000,000 (Five Million) shares of the Corporation’s restricted
  Common Stock. These shares 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 Consultant. The Consultant 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 Consultant.

Section 4.
Expenses.

The Corporation shall reimburse the
Consultant up to a maximum of US$1,000 per month for phone charges and other
miscellaneous expenses incurred in the normal pursuit of the Objectives as
outlined in this Agreement. In the event Consultant is to incur additional
expenses while engaged in Corporation business, Consultant shall obtain the
prior written consent of the President of the Corporation. All such expenses
incurred after receiving the prior written approval of the President of the
Corporation shall be reimbursed. The Corporation’s consent hereunder shall not
be unreasonably withheld or delayed. The Consultant must provide receipts for
all expenses to the Corporation before any reimbursement will be issued to the
Consultant.

Section 5. Consultant
Obligations.

The Consultant assumes all risks and
  hazards encountered in the performance of any services under this Agreement
  and the Consultant shall hold the Corporation harmless from and against all
  liabilities which may arise out of or which may be attributable to the performance
  of any services. The Consultant will be solely responsible for any and all damages
  or losses with respect to any and all equipment utilized by Consultant in the
  performance of services under this Agreement, and the Corporation will have
  no liability of any kind with respect thereto, regardless of cause or fault.
  Each party hereby indemnifies and holds the other, its directors, officers,
  agents and employees, harmless from and against any and all claims, actions,
  demands, damages, liabilities or expenses, including counsel fees against the
  other, its directors, officers, agents and employees, arising out of the indemnifying
  party’s acts or omissions or breach of this Agreement. This excludes any
  public statements made by the Corporation that are either inaccurate or untrue
  in respect of the Consultant. 



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Section 6. Consultant
Warranties.

The Consultant warrants that he is
fully qualified to perform the services to the Corporation as described in this
Agreement. Furthermore, the Consultant warrants that the services performed will
conform to generally accepted standards for the type of project involved and
that it will use its best efforts to render the services required in a timely
and diligent manner. Additionally, the Consultant warrants that the rendering of
the services hereunder, including any work product resulting from the services
will not violate any rights including but not limited to intellectual property
rights, of any persons, or laws. It is agreed, that after detailed discussions
with the Corporation’s management, the Consultant is to use individuals and
companies known to itself through past experience to enable the successful
implementation of the Corporation’s objectives; to the best of the Consultant’s
abilities without the Consultant receiving any commissions of whatsoever nature,
in respect of any services arranged by the Consultant. 

Section 7. Proprietary
Rights.

The Consultant hereby represents and
warrants that all information provided or utilized by the Consultant hereunder
does not and shall not directly or indirectly violate or infringe upon any
copyright, patent, trade secret or other proprietary or intellectual property
right of any third party or contribute to such violation or infringement. The
Consultant shall indemnify and hold the Corporation, its officers, directors,
employees and agents harmless from and against any and all losses and damages
arising out of the breach or claimed breach of the foregoing warranty. The
provisions of this Section 7 shall survive termination of this Agreement
for any reason. 

Section 8.
Confidentiality.

During the performance of services under
  this Agreement, the Consultant may be exposed to and work with highly confidential
  business data of the Corporation. All data processing systems and business information
  of the Corporation shall be the property of the Corporation, and the Consultant
  agrees that the Consultant shall be entitled to as much information in respect
  thereof, as is required by the Consultant to effectively operate for and on
  behalf of the Corporation. The Consultant agrees never to reveal to anyone the
  business methods or business secrets of the Corporation or those of its customers
  to anyone other than that approved by authorized representative of the Corporation.
  Such business methods and secrets shall include, but not be limited to, marketing
  plans, customer lists, trade secrets, inventions, processes, discoveries, financial
  information, pricing policies, names of employees, and all other business and
  technological knowhow of the Corporation. The Consultant shall use its best
  efforts to ensure that none of its employees, not having a need to know, obtains
  any such information and that no third party shall obtain any such information.
  The Consultant shall notify those of its personnel who are given access to any
  such information that the information is subject to this Agreement and that
  they must fulfill the obligations of this Agreement with respect to it. 



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Section 9.
Non-Publicity.

Neither the Consultant, nor any of its
employees or agents shall refer to the Corporation in any manner in publicity
releases or advertising, including customer lists, or for other promotional
purposes, without securing the prior written consent of the Corporation. 

Section 10. U.S. Export
Control Laws and Regulations.

The Consultant, for itself and any of
its employees and agents who may be given access by Consultant to technical
information of the Corporation, or who may be provided access to the
Corporation’s premises in carrying out the services to be provided by the
Consultant under this Agreement, acknowledges its obligations to control access
to such technical information and to ensure that such access does not result in
a violation of the U.S. Export Control Laws and Regulations. 

Section 11. Full
Cooperation.

In connection with the activities of
the Consultant on behalf of the Corporation, the Corporation will cooperate with
the Consultant and will furnish the Consultant and the Consultant’s
representatives with all information and data concerning the Corporation as may
be required in connection with the Consultant’s services hereunder.

Section 12.
Representations.

The Corporation warrants and represents
to the Consultant that this Agreement does not conflict with any other agreement
binding the Corporation. The Corporation warrants and represents to the
Consultant, that the Corporation is fully authorized to offer and pay the
Consultant’s compensation referred to in Section 3 above. 

Section 13.
Management.

The Corporation agrees to provide the
Consultant current filings and other documentation as needed to complete
Corporation profile.

Section 14.
Breach.

In the event of a breach of the terms
  of this Agreement by either party, the breaching party shall have a 10 (ten)
  day period, after the receipt of written notice of the breach, to remedy any
  such breach. 



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Section 15. Waiver of
Breach.

The failure by the Corporation to
exercise any rights or powers hereunder shall not be construed as a waiver
thereof. The waiver by the Corporation of a breach of any provision of this
Agreement by the Consultant shall not operate nor be construed as a waiver of
any subsequent breach by the Consultant. 

Section 16.
Notices.

All notices, requests, demands and
other communications which are required or permitted under this Agreement shall
be in writing and shall be deemed sufficiently given upon receipt if personally
delivered, faxed, sent by recognized national overnight courier or mailed by
certified mail, return receipt requested, to the address of the parties set
forth above. Such notices shall be deemed to be given (i) when delivered
personally, (ii) one day after being sent by overnight courier carrier of (iii)
three days after being mailed, respectively, to be addressed as follows: 

If to Elko Ventures, Inc.: 

ELKO VENTURES, INC. 

848 N. Rainbow Blvd. #3003


  Las Vegas, NV 89107 

If to the Consultant: 

FLEXWELL FINANCE LIMITED

P.O. Box CR-56766 
Suite #789 
Nassau 
New Providence

BAHAMAS 

This Agreement shall be for a term commencing
  on the date hereof and ending in 3 (three) years. 



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Section 18.
Termination. 

This Agreement may be terminated prior
to the expiration of its term: 

	 	A. 	
      By mutual written agreement of the parties;

	 	 	 
	 	B. 	
      By the Corporation upon 90 (ninety) days written notice;
      or

	 	 	 
	 	C. 	
      By the Corporation, immediately, in the event of conduct
      by the Consultant justifying termination, including but limited to,
      dishonesty or for any breach of any covenant in this
  Agreement.



Section 19. Stock
Surrender In the Event of Termination within One Year.

In the event that this Agreement is
terminated within the first year, Consultant shall surrender 138,889 (One
Hundred and thirty eight thousand eight hundred and eighty nine) shares of the
Corporation’s restricted Common Stock per each month remaining for the 3 (three)
year term of this Agreement prior to the Agreement’s termination. The first year
of this Agreement shall end on August 9, 2010. All shares of the Corporation’s
Common Stock surrendered under this clause shall be cancelled.

Section 20. Assignment of
Rights.

In consideration of payment to the
Consultant by the Corporation for work performed by the Consultant, any and all
operational improvements and process improvements developed by the Consultant in
the course of performing work for the Corporation shall be the sole and absolute
property of the Corporation. All work performed by the Consultant for the
Corporation shall be deemed to be "work for hire" and any and all right, title
and interest the Consultant may have in and to such work are hereby assigned to
the Corporation, and the Corporation shall have all ownership rights in such
work.

Section 21. Successors and
Assigns.

This Agreement shall be binding upon,
inure to the benefit of, and shall be enforceable by the Consultant and the
Corporation and their respective successors and assigns; provided, however, that
the rights and obligations of the Consultant under this Agreement (with the
exception of those rights in Section 3 hereof) shall not be assignable. 

Section 22. Governing
Law.

This Agreement shall be governed by,
  and construed in accordance with, the internal laws of the State of Nevada.




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Section 23. Entire
Agreement: Amendments.

This Agreement contains the entire
agreement and understanding between the parties and supersedes and preempts any
prior understandings or agreements, whether written or oral. The provisions of
this Agreement may be amended or waived only with the prior written consent of
the Corporation and the Consultant. 

IN WITNESS WHEREOF, the parties hereto have executed
this Agreement: 

ELKO VENTURES, INC. 

 

 

	By: 	/s/
      RONALD YADIN LOWENTHAL  	 
	Name 	RONALD YADIN LOWENTHAL 	 
	Title 	PRESIDENT AND CHIEF EXECUTIVE OFFICER
	 


 

FLEXWELL FINANCE LIMITED 


	By: 	 
      	 
	Title 	CONSULTANT 	 


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