ex10_1randall.htm


    CONSULTING AGREEMENT


     

    This
Consulting Agreement (this “Agreement”) is entered into as of this 22nd day
of February, 2010, by and between Alto Group Holdings, Inc., a Nevada
corporation (the "Company") and Randall Whitney ("Consultant"), collectively
referred to hereinafter as the “Parties” or individually as a
“Party.”

    


    Whereas,
the Company is engaged in the business of exploration and development of mining
and various mineral rights; and

    


    Whereas,
the Company has utilized and seeks to further utilize the services of Consultant
to introduce the Company to potential strategic partners and to provide advisory
services with respect to business plans and forecasts, management, and
organizational structure, and to also provide information and consulting with
respect to the financial services industry, particularly services provided to
companies in the over-the-counter market (hereafter, the “Services”) in
furtherance of the development of the Company.

    


    Now,
Therefore, In consideration of the foregoing premises and the mutual covenants
contained herein, the Parties hereto agree as follows:

    


    1.   Services.  During
the term of this Agreement, Consultant agrees to provide the Services as
requested by the Company on a continuous basis and in accordance with accepted
industry practices and guidelines.  Consultant also agrees to provide
the Services pursuant to the guidelines and requirements promulgated by the
Company from time to time and provided to Consultant by the
Company.

    


    2.   Term.  This
Agreement will become effective on the date stated above, and will continue in
effect until March 31, 2010.  Termination of this Agreement for any
reason shall not effect nor diminish the Company’s obligation to tender the
compensation due to Consultant pursuant to Section 4, nor shall such termination give the Company the
right to reduce the compensation paid to Consultant hereunder.

    


    3.   Obligations of
Consultant.

     

    3.1.   Licenses and
Education.  Consultant shall be responsible for obtaining and
maintaining Consultant's professional licenses, and/or certifications, if any,
and obtaining any continuing education or certification that is required or is
prudent to remain current and knowledgeable in Consultant's field.

     

    3.2.   Taxes.  Consultant
shall be responsible for paying federal, state and local income, Social
Security, unemployment, and all other taxes upon amounts earned by or paid to
Consultant pursuant to this Agreement.

     

    3.3.   Expenses.  Except
as agreed by the Company in writing, Consultant shall be responsible for
providing Consultant's own transportation, lodging, meals, insurance, and any
and all other employment-related expenses.


    
      
         


      

      
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    4.   Compensation.  As
consideration for such Services rendered and the execution of this Agreement by
Consultant, immediately upon the execution of this Agreement by the Parties, the
Company shall issue and pay, and Consultant hereby accepts as full compensation
for Services rendered hereunder, Four Million (4,000,000) shares of Common Stock
(the “Shares”).  The Shares shall not be canceleable or subject to any
right of rescission by the Company.

    


    5.   Registration.  Contemporaneously
with the execution of this Agreement by the Parties, the Company shall file a
Registration Statement with the Securities and Exchange Commission on Form S-8
with respect to the shares of Common Stock issued to Consultant pursuant to this
Agreement.

    


    6.   Confidential
Information.  Consultant acknowledges that during the term of
this Agreement, Consultant will develop, discover, have access to, and become
acquainted with technical, financial, marketing, personnel, and other
information relating to the present or contemplated products or the conduct of
business of the Company which is of a confidential and proprietary nature
("Confidential Information").  Consultant agrees that all files,
records, documents, and the like relating to such Confidential Information,
whether prepared by him or otherwise coming into Consultant’s possession, shall
remain the exclusive property of the Company, and Consultant hereby agrees to
promptly disclose such Confidential Information to the Company upon request and
hereby assigns to the Company any rights which Consultant may acquire in any
Confidential Information.  Consultant further agrees not to disclose
or use any Confidential Information and to use Consultant’s best efforts to
prevent the disclosure or use of any Confidential Information either during the
term of this Agreement or at any time thereafter, except as may be necessary in
the ordinary course of performing Consultant’s duties under this
Agreement.  Upon termination of this Agreement for any reason,
Consultant shall promptly deliver to the Company all materials, documents, data,
equipment, and other physical property of any nature containing or pertaining to
any Confidential Information, and Consultant shall not take from the Company's
premises, without its prior written consent, any such material or equipment or
any reproduction thereof.

    


    7.   Assignment.  This
Agreement is for the unique personal services of Consultant and is not
assignable or delegable in whole or in part by Consultant without the consent of
an authorized representative of the Company.  This Agreement may be
assigned or delegated in whole or in part by the Company and, in such case, the
terms of this Agreement shall inure to the benefit of, be assumed by, and be
binding upon the entity to which this Agreement is assigned.

    


    8.   Waiver or
Modification.  Any waiver, modification, or amendment of any
provision of this Agreement shall be effective only if in writing in a document
that specifically refers to this Agreement and such document is signed by the
Parties hereto.

    


    9.   Independent
Contractor.  The Parties agree that Consultant is an
independent Contractor with respect to the Company and that no employment
relationship exists between the Parties hereto.  Consultant shall use
his own professional discretion in performing the services called for
hereunder.  As an independent Contractor, Consultant shall have no
power to act for, bind, or otherwise create or assume any obligation on behalf
of the Company, for any purpose whatsoever.

    


    10.   Entire
Agreement.  This Agreement constitutes the full and complete
understanding and agreement of the Parties hereto with respect to the subject
matter covered herein and supersedes all prior oral or written understandings
and agreements with respect thereto.


    
      
         


      

      
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    11.   Severability.  If
any provision of this Agreement is found to be unenforceable by a court of
competent jurisdiction, the remaining provisions shall nevertheless remain in
full force and effect.

    


    12.   Notices.  Any
notice required hereunder to be given by either Party shall be in writing and
shall be delivered personally or sent by certified or registered mail, postage
prepaid, or by private courier, with written verification of delivery, or by
facsimile transmission to the other Party to the address or telephone number set
forth below or to such other address or telephone number as either Party may
designate from time to time according to this provision.  A notice
delivered personally shall be effective upon receipt.  A notice sent
by facsimile transmission shall be effective twenty-four hours after the
dispatch thereof.  A notice delivered by mail or by private courier
shall be effective on the third day after the day of mailing.

    


    
      	
              (a)

            	
              To
      Consultant at:

            	 
      	
              231
      174th Street

            
	 
      	 
      	 
      	
              Apt.
      #1714

            
	 
      	 
      	 
      	
              Sunny
      Isles, FL   33160

            
	 
      	 
      	 
      	 
      
	
              (b)

            	
              To
      the Company at:

            	 
      	
              110
      Wall Street, 11th Floor

            
	 
      	 
      	 
      	
              New
      York, New York   10005

            
	 
      	 
      	 
      	
              Facsimile
      (212) ___________

            
	 
      	 
      	 
      	
              Attention:  Mark
      Klok

            


    

    


    13.   Governing Law;
Venue.  This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without regard to the conflict
of laws.  The Parties further agree that proper venue and jurisdiction
for any dispute under this agreement shall be the courts in the State and City
of New York.

    


    IN
WITNESS WHEREOF, Consultant has signed this Agreement personally and the Company
has caused this Agreement to be executed by its duly authorized
representative.

    


    
      	
              “Consultant”

            	 
      	
              “Company”

            
	 
      	 
      	
              ALTO
      GROUP HOLDINGS, INC.

            
	 
      	 
      	 
      
	
              /s/
      Randall Whitney

            	 
      	
              /s/
      Mark Klok

            
	
              Randall
      Whitney

            	 
      	
              Mark
      Klok, Chief Executive Officer

            


    

    


    



    
      
         


      

      
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