hwsy_ex101.htm


     Exhibit
10.1

     

    CONSULTING
AGREEMENT

    


    


    This Consulting Agreement (“Agreement”)
is entered into as of February 23, 2010 by and between Hawk Systems, Inc., a Delaware
corporation, with offices located at 2385 NW Executive Center Drive, Suite 100,
Boca Raton, Florida 33431 (“the Company”) and Griffin Enterprises LLC, a
Florida Limited Liability Company, with its principal place of business at 127
West Fairbanks Ave Suite 248 Winter Park Florida 32789 and or its affiliates,
successors or assigns hereinafter refereed to as (“Griffin”) who are hereinafter sometimes
collectively referred to as “the parties.”

    


    WITNESSETH:

    


    WHEREAS GRIFFIN provides corporate
growth development consulting services;

    


    WHEREAS the Company desires to engage
the services of GRIFFIN in accordance with the terms and conditions set forth in
this Agreement which now consolidates and supercedes any agreement now in
effect.

     

    NOW, THEREFORE, for valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:

    


    1.           Services

    


    GRIFFIN shall provide the following
services to the Company:

    


    
      	
              (a)  

            	
              Provide
      consulting and liaison services to the Company as requested in connection
      with the establishment and implementation of a corporate development
      growth plan to enable the Company to develop and expand its business both
      in the private sector as well as the government sector. Such plan may also
      encompass other priorities as set forth by both
  parties;

            


    

     

    
      	
              (b)  

            	
              Provide
      consulting and liaison services to the Company in connection with the
      implementation and completion of its corporate development plan (including
      subsidiaries and affiliates), it being understood that such services
      should not be construed as engaging in broker-dealer
      activities;

            


    

     

    
      	
              (c)  

            	
              Assistance
      when requested by the Company with and monitoring of the Company’s
      activities which may include assistance in the review and creation of
      corporate communications, press releases, and presentations;
      and

            


    

     

    

     

     

    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

    

                

     

    
      	
              (d)  

            	
              Board
      participation if requested by the
Company.

            


    

    


    2.           Compensation.

    


    In
consideration of the services provided by GRIFFIN under this Agreement the
Company agrees to pay to GRIFFIN a monthly consulting fee of US Twenty Thousand
Dollars ($20,000) (“Consulting Fee”), which first monthly payment will be due
and payable on or before February 26, 2010.  The remaining Consulting
Fee payments will be due and payable on the first day of each month beginning on
April 1, 2010.

    


    3.           Expenses

    


    The
Company agrees to reimburse GRIFFIN for all reasonable out-of-pocket expenses
and costs incurred in connection with the performance of its services under this
Agreement (such as travel expenses, outside consultant courier, supplies, etc.).
All such expenses over $200 must be pre-approved by the Company, and will be
billed monthly and will be payable when invoiced. Upon termination or expiration
of this Agreement, any expenses and fees not reimbursed will be immediately due
and payable.

    


    4.           Indemnification

    
       

      The
Company agrees to execute an indemnity agreement, acceptable to both parties,
which shall survive any termination of this Agreement. The Company represents
that it has the authority to enter into this agreement, and has obtained all
necessary consents. It further represents that there are no existing agreements
that would prohibit or prevent the terms of the agreement from being
implemented.



    
    

    5.           Information

    


    (a)           The
Company recognizes and confirms that in performing its duties pursuant to this
Agreement, GRIFFIN will be using and relying on data, material, and other
information (the “Information”) furnished by the Company or by its designees. In
connection with GRIFFIN’s  activities on the Company’s behalf, the
Company will cooperate with GRIFFIN and will furnish GRIFFIN with all
Information concerning the Company. The Company hereby agrees and represents
that all Information (i) furnished to GRIFFIN pursuant to this Agreement and
(ii) contained in any filing by the Company with any court or governmental or
regulatory agency, commission or agency shall, at all times during the period of
this Agreement be accurate and complete in all material respects and that, if
the Information provided becomes materially inaccurate, incomplete or misleading
during the term of this Agreement, the Company shall so advise GRIFFIN in
writing. All Information that is not publicly available will be treated in
strict confidence, and will not be revealed, or used except in the performance
of GRIFFIN duties under this Agreement. The conveyance of such information will
be limited to public information with non-public information to be provided to
third parties as deemed appropriate by the Company in writing.

    


    
      
        
        

      

      
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    (b)           GRIFFIN
hereby covenants and agrees that it will (i) utilize only such written
Information and materials that have been supplied or previously approved in
writing by the Company (“Materials”), (ii) not make any representations or
warranties concerning the Company to third parties inconsistent with the
disclosures contained in the Materials, (iii) at the direction of the Company,
deliver to, and have executed by, any third parties any other notification that
the Company may require from time to time in order for Company to maintain
compliance with applicable securities laws, rules and regulations of any
applicable jurisdiction; (iv) maintain a record of each person or entity that
receives from it any information with regard to the Company, including
Materials, and will provide a copy of each such record to the Company upon
reasonable request; and (v) not use any written material prepared for
distribution, public announcement or press release without the prior review and
written approval of the Company.

    


    6.           Term

    


    The Term
of this Agreement shall commence on the date hereof and shall end on May 31,
2010 (“Initial Period”). After the Initial Period this Agreement may be renewed
in a writing signed by both parties (“Renewed Agreement,” together with the
Initial Period, the “Term”)), whereby either party may terminate the Renewed
Agreement by the end of each quarter by giving the other party written notice of
such termination.

    


    7.           Independent
Contractor.

    


    
      	
               
      

            	
              (a)

            	
              It
      is expressly understood that GRIFFIN is an independent contractor and that
      it is not an agent, employee, or representative of the Company or its
      subsidiaries and that GRIFFIN shall make no representations to the
      contrary.  GRIFFIN shall not be entitled to benefits of any kind
      from the Company except for the compensation agreed upon herein. GRIFFIN
      acknowledges that it shall be responsible for the collection and payment
      of all withholdings, contributions and payroll taxes relating to its
      services.

            


    

    


    
      	
               
      

            	
              (b)

            	
              GRIFFIN  shall
      not hold itself out as, nor shall it take any action from which others
      might infer that it is, a partner of, agent of, or a joint venture of the
      Company. In addition, GRIFFIN shall take no action which binds, or
      purports to bind, the Company.

            


    

    


    
      	
               
      

            	
              (c)

            	
              GRIFFIN
      will determine the method, details, and means of performing the services
      provided by it under this Agreement. Nothing in this Agreement shall be
      construed to interfere with or otherwise affect the rendering of services
      by GRIFFIN in accordance with its independent and professional
      judgment.  Notwithstanding, GRIFFIN shall interface closely with
      the other officers of the Company and the Board of Directors of the
      Company and follow the directions of the
Board.

            


    

     

    
      
        
        

      

      
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    8.           Confidential
Information.

    


    GRIFFIN
agrees to keep secret and confidential, and will not (a) disclose or transfer to
any person, corporation, firm or other entity, either during the Term of this
Agreement or at any time after the termination thereof or (b) use in GRIFFIN’s
subsequent or other business or employment, without the express written
authorization of the Company, any proprietary and/or confidential information of
the Company (hereinafter referred to as “Confidential Information”). Such
Confidential Information includes, without limitation, any information, customer
lists, vendor lists, supplier lists, pricing data, software, technique, design,
process, formula, development or experimental work, work in process, business,
trade secret, innovations, inventions, discoveries, improvements, research or
test results, data, formats, marketing plans, business plans, strategies,
forecasts, unpublished financial information, budgets, projections, or any other
secret or confidential matter relating to the products, services, research and
development, customers, employees (including identifying information, salaries,
benefits, responsibilities and relative abilities), suppliers, sales, or
business affairs of the Company, as well as all information that has or could
have commercial value or other utility in the business in which the Company or
its clients are engaged or in which they contemplate engaging and which the
unauthorized disclosure could be detrimental to the interests of the Company or
its clients, whether or not such information is identified as Confidential
Information by the Company or its clients. Confidential Information does not
include, however, information which (a) is or becomes generally available to the
public other than as a result of a disclosure by the Company  or its
representatives, (b) was available to GRIFFIN on a non-confidential basis prior
to its disclosure by the Company or its representatives or (c) becomes available
to GRIFFIN on a non-confidential basis from a person other than the Company or
its representatives who is not otherwise bound by a confidentiality agreement
with the Company or any of its representatives, or is not otherwise under an
obligation to the Company or any of its representatives not to transmit the
information to GRIFFIN. In the event of termination (voluntary or otherwise) of
this engagement by the Company or on demand at any time prior thereto, GRIFFIN
agrees to deliver promptly to the Company all Confidential Information of the
Company and its clients, whether prepared by GRIFFIN or otherwise coming into
its possession or control relating to any product, business, work, customer,
supplier, or other aspect of the Company. Because GRIFFIN's services are
personal and unique and because GRIFFIN may have access to and become acquainted
with the Confidential Information of the Company, GRIFFIN agrees that the breach
by him/her of this Agreement could not reasonably or adequately be compensated
in damages in an action at law and that the Company shall be entitled to
specific performance of the terms and provisions hereof and/or temporary or
permanent injunctive relief (without the need to post any bond unless otherwise
required by applicable law), which may include but shall not be limited to
restraining GRIFFIN from rendering any services that would breach this
Agreement.

    


    9.           Governing
Law

    


    This
Agreement shall be governed by and construed in accordance with the laws of the
State of Florida without regard to the conflict of laws provision
thereof.

    


    
      
        
        

      

      
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    10.           Notices

    


    All
notices and other communication hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard form of
telecommunications.  Unless otherwise instructed in writing, notices
to the Company shall be directed to it at: Hawk Systems, Inc., 385 NW Executive
Center Drive, Suite 100, Boca Raton, Florida 33431, Attn: Michael Diamant, Chief
Executive Officer, Fax: (509) 479-8724, with a copy to: Greenberg Traurig, P.A.,
5100 Town Center Circle, Suite 400, Boca Raton, FL 33486, Attn: Bruce C.
Rosetto, Esq., Fax: (561) 367-6225, and to GRIFFIN shall be directed to it at:
Griffin Enterprises LLC, 127 West Fairbanks Ave, Suite 248, Winter Park, Florida
32789, Attention:  Noreen McGurrin Griffin, Fax: (407) 641-9673, or to
such other address as any party may specify by notice given to the other party
in accordance with this section.

    


    11.           Miscellaneous

    


    This
Agreement constitutes the entire agreement between GRIFFIN and the Company with
respect to the subject matter hereof.  This Agreement may not be
amended or modified except in writing by both parties hereto. If any provision
of this Agreement shall be held or made invalid by a statute, rule, or
otherwise, the remainder of this Agreement shall not be affected thereby and, to
this extent, the provisions of this Agreement shall be deemed to be severable.
This Agreement has been drafted jointly by the parties and, in the event of any
ambiguities in the language hereof, there shall be no inference drawn in favor
of or against either party. This Agreement shall be binding upon and inure to
the benefit of GRIFFIN, the Company and their respective successors, assigns,
representatives, heirs and estates; provided, that the rights and obligations of
GRIFFIN under this Agreement shall not be assigned without the prior written
consent of the Company.  Except as expressly provided herein, this
Agreement shall not confer any rights or remedies upon any person other than the
Company and GRIFFIN, and each of their respective successors and permitted
assigns, personal representatives, heirs and estates, as the case may
be.  This Agreement may be executed in any number of counterparts, and
each such counterpart shall be deemed to be an original instrument, but all such
counterparts together shall constitute one agreement.

    


    


    [Signature
Page Follows]

     

    
      
        
        

      

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

    


     

    
      	GRIFFIN:	 	 	 
	 	 	 	 
	Griffin Enterprises,
      LLC	 	 	 
	 	 	 	 
	/s/ Noreen
      Griffin 	 	2/24/2010	 
	Name: Noreen
      McGurrin Griffin 	 	Date	 
	Title:	 	 	 
	 	 	 	 
	 	 	 	 
	THE COMPANY:	 	 	 
	 	 	 	 
	/s/ Michael
      Diamant	 	2/23/2010	 
	Name: Michael
      Diamant  	 	Date	 
	Title: Chief
      Executive Officer	 	 	 


    

     

    
 

     

    
      
        
        

      

      
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