EXHIBIT 10.1
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AGI Partners, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇
BUSINESS CONSULTING AGREEMENT
AGREEMENT, made and entered into on March 30, 2004, by and between AGI
Partners, Inc. ("AGI"), a New York Corporation, with offices located at ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ and Nevada Holding Group, Inc.
("NVHG"), a Nevada Corporation, with offices located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇. WITNESSETH:
WHEREAS, AGI is a Consulting Company providing various services to Private and
Public Companies; and
WHEREAS, NVHG desires to retain AGI for the services listed below;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, AGI and NVHG hereby agree as follows:
1. Services. Subject to the terms and conditions herein contained, AGI
shall provide the following services for NVHG: [Editor's note: all
possible services]
a. A New York City headquarters;
b. Consultation and advisory services relating to business
management;
c. Preparation of a business plan;
d. Bookkeeping services;
e. Basic corporate maintenance including preparation of certificate
of incorporation, amendments to the certificate of incorporation,
board minutes and board resolutions;
f. Assistance in upgrading NVHG's public listing on the Pink Sheets
and the Bulletin Board;
g. Coordination with transfer agent for stock issuance;
h. Assistance in preparation of SEC documentation for NVHG including
"Q's" and "K's";
i. Recommendation and preparation of all press releases;
j. Preparation of NVHG's financials in coordination with auditors
and accounts; and
k. Coordination with independent investment analysts in initiating
research coverage of NVHG, Inc. stock.
2. Payment. In consideration for the services of AGI to be provided
hereunder, NVHG agrees to:
a. Issue to Exus Global, Inc. (AGI Parent Corporation) 3,000,000
shares of restricted stock with registration rights of NVHG,
Inc.; and
▇. ▇▇▇▇▇ Exus Global, Inc. an option to purchase an additional
3,000,000 s hares of restricted stock with registration
rights of NVHG, Inc. at $.025 per share. The options
described in this subsection are not subject to any reverse
split by NVHG, Inc.
3. Expenses. NVHG shall reimburse AGI for all pre-approved travel and
other expenses incurred by it in rendering services hereunder,
including any expenses incurred by consultants when such consultants
are temporarily located outside of the metropolitan New York, area for
the purpose of rendering services to or for the benefit of NVHG
pursuant to this Agreement. AGI shall provide receipts and vouchers to
NVHG for all expenses for which reimbursement is claimed.
4. Personnel. AGI shall be an independent contractor and no personnel
utilized by AGI in providing services hereunder shall be deemed an
employee of NVHG. Moreover, neither AGI nor any such person shall be
empowered hereunder to act on behalf of NVHG. AG! shall have the sole
and exclusive responsibility and liability for making all reports and
contributions, withholdings, payments and taxes to be collected,
withheld, made and paid with respect to persons providing services to
be performed hereunder on behalf of NVHG, whether pursuant to any
social security, unemployment insurance, worker's compensation law or
other federal, state or local law now in force and effect or hereafter
enacted.
5. Terms and Termination. This Agreement shall be effective from March
30, 2004 and shall continue in effect for a period of twenty-four
thereafter. This Agreement may be renewed for a provisional two-year
period thereafter, upon mutual agreement of the parties.
6. Non-Assignability. The rights, obligations, and benefits established
by this Agreement shall not be assignable by either party hereto.
7. Change of Ownership. Upon any change in controlling ownership of NVHG
to a party other than the current controlling shareholder, ▇▇▇▇▇ ▇▇▇,
NVHG shall notify AGI within 30 days. If there is a change in
controlling ownership of NVHG to a party other than the current
controlling shareholder, ▇▇▇▇▇ Vat, then AGI shall have the right to
terminate performance of services under the terms of this Agreement.
8. Confidentiality. Neither AGI nor any of its consultants, other
employees, officers, or directors shall disclose knowledge or
information concerning the confidential affairs of
NVHG with respect to NVHG's business or finances that was obtained in
the course of performing services provided for herein.
9. Limited Liability. Neither AGI nor any of its consultants, other
employees, officers or directors shall be liable for consequential or
incidental damages of any kind to NVHG that may arise out of or in
connection with any services performed by AGI hereunder.
10. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without giving
effect to the conflicts of law principles thereof or actual domicile
of the parties.
11. Notice. Notice hereunder shall be in writing and shall be deemed to
have been given at the time when deposited for mailing with the United
States Postal Service enclosed in a registered or certified postpaid
envelope addressed to the respective party at the address of such
party first above written or at such other address as such party may
fix by notice given pursuant to this paragraph.
12. No other Agreements. This Agreement supersedes all prior
understandings, written or oral, and constitutes the entire Agreement
between the parties hereto with respect to the subject matter hereof.
No waiver, modification or termination of this Agreement shall be
valid unless in writing signed by the parties hereto.
IN WITNESS WHEREOF, NVHG and AGI have dully executed this Agreement as of the
day and year first above written.
NVHG, Inc. AGI Partners Inc.
By: s/▇▇▇▇▇ ▇▇▇ By: s/▇▇▇▇▇ ▇▇▇▇▇▇
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CEO CEO