CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT hereinafter referred to as the ("AGREEMENT"), is
entered into as of the 30th day of June, 2001, by and between Xxxxx Powderham
and Associates, The Tiger Group (hereinafter referred to as ("TIGER") and
VOYAGER GROUP INC., a Nevada Corporation (hereinafter referred to as ("V").
PREMISES
Whereas ("V") engages ("TIGER") as a consultant "to take counsel" regarding site
locations for future facilities & operations worldwide by the Company, targeting
possible direct marketing mergers, acquisitions, ongoing corporate operations,
advice and administrative issues regarding the worldwide market.
NOW, THEREFORE, on the stated premises for and in consideration of the mutual
covenants and agreements hereinafter set forth and the mutual benefits to the
parties to be derived here from, it is hereby agreed as follows:
ARTICLE I
REPRESENTATIONS, COVENTANTS,
AND WARRANTIES OF "V" AND
THE "V" OFFICERS, DIRECTORS.
As an inducement to, and to obtain the reliance of, the OFFICERS, DIRECTORS AND
SHAREHOLDERS represent and warrant as follows:
Section 1.01 ORGANIZATION
"V" is a corporation organized, validly existing and in good standing under the
laws of the States of the United States and has the corporate power and is duly
authorized, qualified franchised and licensed under all applicable laws,
regulations, ordinances and orders of public authorities to own all of its
properties and assets and to carry on its business in all material respects as
it is now being conducted, including qualification to do business as a foreign
corporation in the states in which the character and location of the assets
owned by it or the nature of the business transacted by it requires
qualification and where failure to qualify would not have a materially adverse
effect on "V". Included in the Schedules (as hereinafter defined) are complete
and correct copies of the Articles of Incorporation and Bylaws of "V" as in
effect on the date hereof The execution and delivery by this "agreement" in
accordance with the terms hereof will not, violate any provision of "V" Articles
of Incorporation or Bylaws. "V" has taken all action required by law, it
articles of incorporation, its Bylaws, or otherwise to authorize the execution
and delivery of this "Agreement" "V" has full power, authority, and legal right
and has taken all action required by law, its Articles of Incorporation, Bylaws
and otherwise to consummate the transaction herein contemplated.
Section 1.02 CAPITALIZATION.
The authorized capitalization of "V" consists of 100, 000,000 shares of common
stock, par value $0.001 per share, and 5,000,000 Preferred Shares, par value
$0.001 (apt. 47,000,000) of which are currently issued and outstanding and are
legally issued, fully paid, and non-assessable and not issued in violation of
the pre-emptive or other rights of any person.
Section 1.03 PARENTS AND SUBSIDIARIES.
Except as set forth herein and in the "V" Schedules, "V" does not have any
subsidiaries and does not own, beneficially or of record, any shares of any
other corporation or any partnership interest or similar interest in any other
entity.
Section 1.04 financial statements.
Included in the "V" Schedules are the most recent Audited Balance sheets and the
related audited statements of operations, stockholders equity, for the year then
ended, together with the notes to such statements, and the opinion of Xxxxxxx
Hill & Co. Independent certified public accountants, with respect thereto.
(b) The balance sheets of "V" have been prepared in accordance with U.S.
generally accepted accounting principles. The "V" balance sheets present fairly,
as of their respective dates, the financial condition of "V". "V" did hot have,
as of the dates of such balance sheets, except as and to the extent reflected or
reserved against therein, any liabilities or obligation (absolute or contingent)
which should be reflected in a balance or the notes thereto, prepared in
accordance with generally accepted accounting principles and all assets
reflected therein are properly reported and present fairly the value of the
assets of "V" in accordance with generally accepted accounting principles. The
statements of operation, stockholders equity, and cash flows that reflect fairly
the information required to be set forth therein by generally accepted
accounting principles.
(c) "V" has no liabilities with respect to the payment of any federal, state,
county, local or other taxes (including any deficiencies, interest or
penalties), except for taxes accrued but not yet due as payable.
(d) "V" has filed all states, federal and local income returns required to be
filed by it from inception to the date hereof.
(e) The books and records, financial and others, of "V" are in all material
respects complete and correct and have been maintained with good business and
accounting practices.
(f) Except as and to the extent disclosed in the most recent "V" financial
statements, "V" has no material contingent liabilities, direct or indirect,
matured or not.
Section 1.05 ABSENCE OF CERTAIN CHANGES OR EVENTS.
Except as set forth in this Agreement or the Schedules. There has not been (1)
any material adverse change in the business, operations, properties, asserts or
condition of "V"; or (2) any damage destruction or loss to "V" (whether or not
covered by insurance) materially and adversely affecting the business,
operation, properties, assets or condition of "V".
"V" has not (1) amended its Articles of Incorporation or Bylaws; (2) declared or
made, or agreed to declare or make any payment of dividends or distributions of
any assets of any kind whatsoever to stockholders or purchased or redeemed, or
agreed to purchase or redeem, any of its capital stock; or, (3) considering the
business of "V" -
Has not (i) granted or agreed to grant any options, warrants, or other rights
for its stocks, (ii) borrowed or agreed to borrow any funds or incurred or
become subject to, any material obligation or liability (absolute or contingent)
except liabilities incurred since that date in the ordinary course of business.
Is not in violation of any law or regulation the violation of which would
materially and adversely affect the business, operations, properties, assets or
condition of "V".
Section 1.06 LITIGATION AND PROCEEDINGS.
Except as set forth in the "V" Schedules, there are no actions, suits or
proceeding pending or, to the knowledge of "V", threatened by or against "V", or
affecting "V" or its properties, at law or in equity, before any court or other
governmental agency or instrumentality, domestic or foreign or before any
arbitrator of any kind.
Section 1.07 CONTRACTS.
Except as included or described in the "V" Schedules, there are no material
contracts, agreements, franchises, license agreements, or other commitment to
which "V" is a party or by which it or any of its properties are bound, which
are material to taken as a whole.
Section 1.08 APPROVAL OF AGREEMENT.
The board of directors of "V" has authorized the execution and delivery of this
agreement by "V" and has approved the transaction contemplated hereby.
Section 1.09 PAYMENT.
"V" shall issue "TIGER" shares on or before the 30 day of June upon filing a
registration statement under the Securities Act of 1933 "Form S-8".
ARTICLE II
REPRESENTATION, COVENANTS
AND WARRANTIES OF "V"
AND THE OFFICERS DIRECTORS.
As an inducement to, and to obtain reliance of, "TIGER" represents and warrants
as follows:
Section 2.01 ORGANIZATION.
"TIGER" is not a corporation.
Section 2.02 APPROVAL OF AGREEMENT.
"TIGER" has authorized and approved the execution of delivery of this Agreement
by "TIGER" and consummation of the transaction contemplated hereby.
ARTICLE III CONSULTING.
.
Services & Fees.
Services:
A. During the term of this Agreement, the Tiger team shall,
from time to time, provide services at the direction of the
Company, including, but not limited to, those services set
forth on Exhibit A. Euro Business Plan-United Kingdom
B. Upon the Company's reasonable request, the Tiger team shall
provide the Company with a monthly general report of the
Tiger team's activities conducted on behalf of the Company.
C. The Tiger team shall promote the Company's interests in
accordance with the highest professional standards In
addition, perform services in compliance with all applicable
federal, state and local laws.
D. The Tiger team may enlist the services of subcontractors to
assist the Tiger team with various consulting services.
E. The Tiger team is not, and shall not be deemed in any way,
to be the Company's agent, and the Company shall not be
bound by or liable for any representations made by the Tiger
team. The Tiger team specifically acknowledges that he/they
shall have no authority to bind Company or its Affiliates to
any obligation, agreement or otherwise.
F. The Tiger team may engage in other outside business
activities that do not prevent the Tiger team from rendering
the services required of him hereunder.
Fees.
A. Subject to the terms and conditions of this Agreement, the
Company shall be obligated to pay to the Tiger team, and the
Tiger team shall accept from the Company in full payment and
complete satisfaction of any and all amounts due under this
Agreement, Eleven Million (11,000,000) shares of the common
stock of the Company, which shall be registered under a Form
S-8 Registration Statement under the Securities Act of 1933,
which shall be payable in advance upon the execution of this
Agreement.
B. The death, disability or termination of the Tiger team by
the Company, with or without cause, prior to the expiration
of the term of this Agreement shall not result in or give
rise to any claim or right of repayment of the Compensation
paid to the Tiger team under this Agreement.
"V" may at any time during said term of this agreement call upon "TIGER" for
said consulting
Mr. Xxxxx Powderham is a nationally recognized authority in the field of direct
marketing. Mr. Powderham is providing his expertise to "V" in the development of
Strategies to improve "V" standing in the direct sales and marketing industry.
Mr. Powderhams duties include working with "V" scientific advisors, marketing
staff and sales leaders to advise on continuity and corporate strategies for
rapid growth of "V" in the direct sales and marketing industry worldwide.
Section 3.02 TERM & TERMINATION.
The term of this Agreement shall commence as of June 30, 2001 and shall continue
for seven years thereafter.
Tiger- Independent Contractor.
The Tiger team is and shall be an independent contractor and is not
and shall not be deemed or considered to be an employee of the Company
by virtue of this Agreement. Neither the Tiger team nor the Company
shall hold the Tiger team out as an agent, partner, officer, director,
or other employee of the Company in connection with this Agreement or
the performance of any of the duties, obligations or performances
contemplated hereby.
The Tiger Team Acknowledgments - The Tiger team specifically acknowledges and
agrees that they shall
(i) have no authority to execute any contracts or agreements on
behalf of the Company or its Affiliates;
(ii) shall have no authority to bind the Company or its Affiliates to
any obligation (contractual or otherwise);
(iii)shall have no authority to spend money on behalf of the Company
without the Company's consent; and
(iv) shall have no right to adjust the compensation or benefits of any
employee of the Company.
The board of directors of "V" or its majority shareholders cannot terminate this
agreement. Only "TIGER" may at any time terminate said Agreement.
(i) Should there be any actual or threatened action or proceeding before any
court or any government body which shall seek to restrain, prohibit, or
invalidate the transaction contemplated by this Agreement and which, in the
judgment of "TIGER" in good faith and based on the advice of its legal counsel,
makes it inadvisable to proceed with the consulting contemplated. TIGER may
terminate this agreement.
(ii) "TIGER" may terminate at any time if "V" shall fail to comply in any
respect with any covenants contained in this agreement or if any of the
representations or warranties of "V" contained herein shall be inaccurate in any
respect with any of their covenants.
ARTICLE IV
SPECIAL EVENTS
Section 4.01 "TIGER" Registration statement under the Securities Act of 1933
Form S-8 and the like.
Such transaction shall be consummated in reliance on exemptions from the
registration and prospectus delivery requirements of such statutes, which
depend, inter alia, upon the circumstances under which "TIGER" acquires such
securities.
ARTICLE V
MISCELLANEOUS
Section 5.01 GOVERNING LAW.
This Agreement shall be governed by, enforced, and construed under the laws of
the State of California.
Section 5.02 CONFIDENTIALITY.
A. During the term of this Agreement, the Company may disclose or
make known to the Tiger team, and the Tiger team may be given
access to or may become acquainted with, certain information,
trade secrets or both, all relating to or useful in the Company's
business or the business of its Affiliates, and which the Company
considers proprietary and desires to maintain confidential. The
Tiger team may be required to assemble certain data in various
forms at the direction of the Company. All such information,
trade secrets, data and the like, in any and all forms, whether
previously existing or prepared by the Tiger team, are
hereinafter collectively referred to as "Information."
B. As a material inducement to the Company entering this Agreement,
the Tiger team covenants and agrees that during the term of this
Agreement and for a period of two years thereafter, the Tiger
team shall not in any manner, either directly or indirectly,
divulge, disclose or communicate to any Person, except to or for
the Company's benefit as directed by the Company, any of the
Information which he may have acquired in the course of his
retention by the Company, the parties agreeing that such
information affect the successful and effective conduct of the
Company's business and its goodwill, and that any breach of the
terms of this Section is a material breach of this Agreement;
provided, however, that the foregoing shall not preclude the
Tiger team from (i) the disclosure of Information obtained from
the Company to the Tiger team's accountants, legal advisors or
other similar representatives provided that any Information
provided to such representatives shall be accorded confidential
treatment, except as otherwise provided for herein, (ii) subject
to the restrictions contained in the Asset Purchase Agreement and
the Non-Compete Agreement, the use or disclosure of Information
known to the Tiger team prior to the date hereof, (iii) the use
or disclosure of Information, which currently is known generally
to the public or which subsequently has come into the public
domain, other than by way of disclosure in violation of this
Agreement, (iv) the use or disclosure of Information that becomes
available to the Tiger team or his agents on a non-confidential
basis provided that such source is not known by the Tiger team to
have a legal obligation prohibiting the disclosure of
Information, (v) the disclosure of Information necessary for the
Tiger team to enforce the terms and provisions of this Agreement
or (vi) the disclosure of Information required by law or court
order, provided that, to the extent practicable, prior to such
disclosure required by law or court order, the Tiger team will
give the Company prior written notice of the nature of the law or
order requiring disclosure and the disclosure to be made in
accordance therewith. All equipment, documents, memoranda,
reports, records, files, material, samples, books, disks,
correspondence, lists, other written and graphic records, and the
like collectively, the "Materials"), affecting or relating to the
business of the Company or of its Affiliates, which the Tiger
team shall prepare, use, construct, observe, possess or control
shall be and remain the Company's sole property or in the
Company's exclusive custody, and must not be removed from the
premises of the Company or given to any Person except as directed
by the Board of the Company in writing or except as necessary or
desirable for the Company's benefit as directed by the Company.
Upon termination of this Agreement for any reason, the Materials,
Information and all copies thereof in the custody or control of
the Tiger team shall be delivered promptly to the Company.
C. The Tiger team acknowledges and agrees that the Tiger team shall
be prohibited from making any use of the Information, Materials
or other information, documents or equipment relating to the
business of the Company or its Affiliates for any reason other
than to promote the economic interests of the Company In
addition, its Affiliates and that the Tiger team may not use the
same for its own or any other Person's pecuniary or economic
benefit.
D. The covenants of the Tiger team set forth in this Section are
separate and independent covenants for which valuable
consideration has been paid, the receipt, adequacy and
sufficiency of which are hereby acknowledged by the Tiger team,
and have also been made by the Tiger team to induce the Company
to enter into this Agreement. Each of the Previously mentioned
covenants may be relied upon by the Company in any court of
competent jurisdiction, and shall form the basis of injunctive
relief and damages including expenses of litigation (including
but not limited to reasonable attorneys' fees and costs upon
trial and appeal) suffered by the Company arising out of any
breach of such covenants by the Tiger team. The covenants of the
Tiger team set forth in the Section are cumulative to each other
and to all other covenants of the Tiger team in favor of the
Company contained in this Agreement In addition, shall survive
the termination of this Agreement. Should any covenant, term or
condition of this Section become or be declared invalid or
unenforceable by a court of competent jurisdiction, then the
parties request that such court judicially modify such
unenforceable provision consistent with the intent of this
Section so that it shall be enforceable as modified.
Each party hereto agrees with the other parties that, unless and until the
transactions contemplated by this Agreement have been consummated, they and
their representatives will hold in strict confidence all data and information
obtained with respect to another party or any subsidiary thereof from any
representative, officer director or employee, of from any books or records or
from personal inspection, of such other party, and shall not use such data or
information or disclose the same to others except (1) to the extent such data or
information is published, is a matter of public knowledge, or is required by law
to be published, all (11) to the extent that such data or information must be
used or disclosed in order to consummate the transaction contemplated by this
Agreement.
Section 5.03 ENTIRE AGREEMENT.
This Agreement represents the entire agreement between the parties relating to
the subject matter hereof. This Agreement alone fully and completely expresses
the agreement of the parties relating to the subject matter herein. There are no
other courses of dealing, understanding, agreements, representations or
warranties, written or oral, except as set forth herein. This agreement may not
be amended or modified, except by the written agreement singed by signed by all
parties hereto.
Section 5.03 SURVIVAL, TERMINATION.
The representations, warranties and covenants or the respective parties shall
survive the consummation of the transactions herein contemplated.
Section 5.04 COUNTERPARTS.
This Agreement may be executed in multiple counterparts, each of which shall be
deemed an original and all of which taken together shall be but a single
instrument.
Section 5.05 AMENDMENT OR WAIVER.
Every right and remedy provided herein shall be cumulative with every other
right and remedy whether conferred herein at law, or in equity, and may be
enforced concurrently herewith, and no waiver by any party of the performance of
any obligation by the other shall be construed as a waiver of the same or any
other default then therefore, or thereafter occurring or existing.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first above written.
NAME:
Xxxxxx Xxxxxx
President, CEO, Secretary and Director
The Voyager Group Inc
NAME:
Xxxxxxx Xxxxxx
Treasurer and Director
The Voyager Group Inc
NAME: Meitzu Chen
Director
The Voyager Group Inc
NAME: The Tiger Group
Agent: Xxxxx Powderham
On behalf of The Tiger Group.
