EXHIBIT 10
CONSULTING AGREEMENT
This Agreement is made and entered into as of the 31st day of March, 2003,
by and between Xxxx X. Xxxx, III, with officers at 000 Xxxxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000 (the "Consultant"), and Tantivy Group, Inc., a corporation
organized under the laws of the State of Nevada with principal offices at 000
Xxxxxxx Xxxxxx, Xxxxxxxx, XX 00000 (the "Company").
WHEREAS, Consultant has rendered valuable consulting services to the
Company and shall continue to render such services from time to time; and
WHEREAS, the parties hereto desire to memorialize Consultant's services and
compensate Consultant therefor;
NOW, THEREFORE, in consideration of the mutual promises made herein and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. The Company hereby recognizes and agrees that Consultant has rendered, and
will continue to render consulting advice to the Company specifically
relating to transactions not of a capital raising nature, consisting of,
but not limited to, consulting for mergers and acquisitions, strategic
planning, corporate organization and structure, corporate filings and other
general services in connection with proposed mergers with various companies
("Consulting Services").
2. In consideration for the Consulting Services rendered and to be rendered by
Consultant to the Company, the Company hereby agrees to issue to Consultant
500,000 shares of common stock of the Company (the "Shares"). Consultant
hereby acknowledges that the aforementioned Shares are in full payment for
the services rendered.
3. The Shares will be registered by the Company pursuant to a Registration
Statement on Form S-8, pursuant to the Securities Act of 1933 on Form S-8
as promptly as practicable, and as such, will have no restrictive legend on
them or other restrictions on transfer or resale.
4. Consultant has performed, and will perform the Consulting Services
described herein as an independent contractor, and not as an employee of
the Company or affiliate thereof.
5. The terms of this Agreement shall be for a period of one (1) year from the
date hereof.
6. This Agreement between the Company and the Consultant constitutes the
entire agreement and understanding of the parties hereto, and supersedes
any and all previous agreements and understandings, whether oral or
written, among the parties with respect to the matters set forth herein.
7. Any notice or communication permitted or required hereunder shall be in
writing and shall be deemed sufficiently given if hand delivered or sent
(i) postage prepaid by registered mail, return receipt requested, or (ii)
by facsimile, to the respective parties as set forth above, or to such
other address as either party may notify the other in writing.
8. This Agreement shall be binding upon and inure to the benefit of each of
the parties hereto, their respective successors, legal representatives and
assigns.
9. This Agreement may be executed in any number of counterparts, each of which
together shall constitute one and the same original document.
10. This Agreement sets forth the entire understanding of the parties relating
to the subject matter hereof, and supersedes and cancels any prior
communications, understandings and agreements between the parties. This
Agreement is non-exclusive and cannot be modified or changed, nor can any
of its provisions be waived, except by written agreement signed by all
parties.
11. Any notice required or permitted hereunder shall be given in writing
(unless otherwise specified herein) and shall be deemed effectively given
upon personal delivery or seven business days after deposit in the United
States Postal Service, by (a) advance copy by fax, (b) mailing by express
courier or registered or certified mail with postage and fees prepaid,
addressed to each of the other parties thereunto entitled at the following
addresses, or at such other addresses as a party may designate by ten days
advance written notice to each of the other parties at the addresses above,
and to the attention of the persons that have signed below.
12. This Agreement shall be construed in accordance with and governed by the
laws of the State of New York, without giving effect to conflict of law
principles. The parties hereby agree that any dispute which may arise
between them arising out of or in connection with this Agreement shall be
adjudicated before a court located in New York, and they hereby submit to
the exclusive jurisdiction of the courts of the State of New York located
in New York, New York and of the federal courts of the State of New York
located in New York and of the federal courts in the Southern District of
New York with respect to any action or legal proceeding commenced by any
party, and irrevocably waive any objections they now or hereafter may have
respecting the venue of any such action or proceeding brought in such a
court or respecting the fact that such court is an inconvenient forum,
relating to or arising out of this Agreement, and consent to the service of
process in any such action or legal proceeding by means of registered or
certified mail, return receipt requested, in care of the address set forth
above.
IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be duly
executed, as of the day and year first above written.
/s/ Xxxx X. Xxxx, III
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Xxxx X. Xxxx, III, Consultant
TANTIVY GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx,
President
