ex101.htm


    EXHIBIT
10.1

    


    CONSULTING
AGREEMENT

    


    


    This
consulting agreement (hereafter referred to as “Agreement”) is made by MVP
Network, Inc. (hereafter referred to as “MVPN”), and Norman F. Alvis, 1006
Fourth Street, Top Floor, Sacramento, CA 95814 on this 11/3/08
(Date).

    


    
      	
               
      

            	
              1.

            	
              Agreement of
      Services.  MVPN
      agrees to use Norman Alvis as their Business Consultant as set forth
      below.

            


    

    


    2.      Consultant
Services.

    


    
      	
               
      

            	
              a.

            	
              Norman
      Alvis agrees to act as a consultant to advise MVPN
      on advertising, advertising placement, public relations and business
      building.

            


    

    


    b.      Norman
Alvis will begin providing the above-described services on 11/3/08
(Date).

    


    
      	
               
      

            	
              c.

            	
              MVPN
      and Norman Alvis agree that any consultation provided by Norman Alvis,
      whether in writing or orally, is purely advisory and
      that there is no guarantee of any particular result
    therefrom.

            


    

    


    
      	
               
      

            	
              d.

            	
              Norman
      Alvis will not delegate his performance of his duties under this Agreement
      to any third party without first obtaining MVPN’s
      consent; such consent shall not be unreasonably
  withheld.

            


    

    


    
      	
               
      

            	
              3.

            	
              Independent Contractor
      Status.  MVPN
      and Norman Alvis agree that Norman Alvis shall perform his duties under
      this Agreement as an independent contractor, not as an employee of MVPN.  Norman
      Alvis shall not have claim or right arising from employee
      status.

            


    

    


    
      	
               
      

            	
              4.

            	
              Compensation.  MVPN
      shall pay to Norman Alvis and Norman Alvis shall accept from MVPN
      as compensation, a FEE for all services to be provided under this
      Agreement, the sum of 1,000,000
      free trading shares of MVPN.

            


    

    


    5.      Term.  The
term of this contract is 11/3/08 (Date) to 11/2/09 (Date).

    


    6.      Confidentiality of
Data.

    


    7.

    
      	
               
      

            	
              a.

            	
              Norman
      Alvis agrees that he shall not disclose any confidential information that
      was not known previous to this Agreement to a third party unless
      specifically authorized in writing by MVPN
      to do so.  If MVPN
      gives authorization to make any disclosures, Norman Alvis shall do so
      within the limits and to the extent of that
  authorization.

            


    

    


    


    


    


    Norman
Alvis NA                                                                                                Paul
Schneider PAS

    
      
         

      

      
        -1-

        
          

        

      

      
         

      

    

    


    


    
      	
               
      

            	
              b.

            	
              Norman
      Alvis shall use his best efforts to prevent inadvertent disclosure of any
      confidential information to a third party by  using the same
      care and discretion that he uses with similar data the Agreement
      designates as confidential.

            


    

    
      


      
        	
                 
      

              	
                8.

              	
                      
                  Use and Disclosure of
      Confidential Information.  Norman Alvis is authorized to
      use and disclose confidential information of MVPN
      to the extent necessary for any of the
      following:

                

              


      

       

    

    a.      Conducting
negotiations, discussions, and/or consultations with designated MVPN
representatives or designated third parties.

    


    b.      Preparing
confidential estimates, bids, or proposals for submission to MVPN.

    


    
      	
               
      

            	
              9.

            	
              Notice.  All
      notices under this Agreement shall be in writing and shall be deemed to
      have been duly given on the date of service if served personally on the
      party to whom notice is to be given, or on the third day after mailing, if
      mailed by first class mail, registered or certified postage prepaid and
      property addressed to the party at his address set forth on the signature
      page of this Agreement, or any other address that any party may designate
      by written notice to the others.

            


    

    


    
      	
               
      

            	
              10.

            	
              Headings.  The
      subject headings of the paragraphs of this Agreement are included for the
      purpose of convenience only and shall not effect the construction nor
      interpretation of any of its
provisions.

            


    

    


    
      	
               
      

            	
              11.

            	
              Severability.  If
      any term, provision, or condition of this Agreement is held by a court of
      competent jurisdiction to be invalid, void, or unenforceable, the rest of
      the Agreement shall remain in full force and effect and shall in no way be
      affected, impaired, or invalidated.

            


    

    


    
      	
               
      

            	
              12.

            	
              Amendment.  The
      provision of this Agreement may be waived, altered, amended or repealed,
      in whole or in part, only on the written consent of the parties to this
      Agreement.

            


    

    


    
      	
               
      

            	
              13.

            	
              Waiver.  No
      waiver of any of the provisions of this Agreement shall be deemed, or
      shall constitute, a waiver of any other provision of this Agreement unless
      in writing and signed by the party against whom it is to be
      enforced.  No waiver shall constitute a continuing
      waiver.

            


    

    
      


      
        	
                 
      

              	
                14.

              	
                Successors.  Subject
      to any provision hereof restricting assignment, this Agreement shall be
      binding to the parties, their successors, and
  assigns.

              


      

      


      
        	
                 
      

              	
                15.

              	
                contract,
      or breach thereof, shall be settled by arbitration in accordance with the
      rules of the American Arbitration Association, and judgment upon the award
      rendered by arbitrator(s) may be entered in any court having jurisdiction
      thereof.

              


      

       

    

    


    


    Norman
Alvis NA                                                                                                Paul
Schneider PAS

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

    


    
      	
              16.  

            	
              Attorney’s
      Fees.  If any legal action or arbitration or other
      proceeding is brought for the enforcement of this Agreement, or because of
      any alleged dispute, breach, default, or misrepresentation in connection
      with any of the provisions of this Agreement, the successful or prevailing
      party shall be entitled to recover reasonable attorney’s fees and other
      costs incurred in that action or proceeding, in addition to any other
      relief to which it or they may be
entitled.

            


    

    


    
      	
              17.  

            	
              Governing
      Law.  This Agreement shall be construed in accordance
      with, and governed by the laws of the State of
  California.

            


    

    


    
      	
              18.  

            	
              Authority.  Each
      of the parties represents that the party executing this Agreement on
      behalf of said party is duly authorized and empowered to execute this
      Agreement for and on behalf of said
party.

            


    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	FOR:	 	 	FOR:	 
	Norman
      F. Alvis     	 	 	MVP
      Network, Inc. (MVPN)	 
	 	 	 	 	 
	 	 	 	 	 
	
                                  /s/
      Norman F. Alvis     

                                	 	 	
                                  /s/
      Paul A. Schneider

                                	 
	
                                  Norman
      F. Alvis     

                                	 	 	
                                  Paul
      A. Schneider, President & CEO

                                	 
	
                                  Date:
      11/3/08  

                                	 	 	
                                  Date:
      11/3/08  

                                	 
	1006
      Fourth Street, Top Floor	 	 	MVP
      Network, Inc. (MVPN)	 
	Sacramento,
      CA  95814   	 	 	7701
      Forsyth Blvd., Ste. #325	 
	 	 	 	      
                                  Saint
      Louis, MO 63105

                                	 
	 	 	 	 	 


                        

                        
                          
                             

                          

                          
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