CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") made as of September 26,
2001 by and between Xx. Xxxxx X. Xxxxxxx, 000 X. Xxxxxxx Xxxx, Xxxxxxxxxx,
Xxxxxxxx 00000 ("Consultant") and Pacel Corp.("Company").
WITNESSETH
WHEREAS, the Company requires and will continue to require business
services relating to management, strategic planning and marketing for the
Company; and
WHEREAS, Consultant shall provide Company with strategic planning and
marketing consulting services and is desirous of performing such services for
the Company; and
WHEREAS, the Company wishes to induce Consultant to provide these
consulting services to the Company,
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. APPOINTMENT
The Company hereby engages Consultant and Consultant agrees to render
various business services to the Company upon the terms and conditions
hereinafter set forth.
2. TERMS
The term of this Agreement began as of the date of this Agreement, and
shall terminate on September 30, 2002, unless earlier terminated in
accordance with paragraph 7 herein or as extended by the parties from
time to time.
3. SERVICES
During the term of this Agreement, Consultant shall provide advice to,
undertake for and consult with the Company concerning management,
marketing, consulting, strategic planning, corporate organization and
structure, sales matters in connection with the operations of the
business of the Company. Consultant agrees to provide on a timely basis
the following services, and additional mutually agreed upon services
contemplated thereby:
(a) The implementation of short-range and long-range strategic
planning to develop and enhance the Company's products and
services;
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(b) Develop and assist in the implementation of a marketing
program to enable the Company to broaden the markets for its
services and promote the image of the Company and its products
and services;
(c) Advise the Company relative to the recruitment and employment
of marketing and sales personnel consistent with the growth of
operations of the Company;
(d) The identification, evaluation, structuring, negotiating and
closing of strategic alliances.
4. DUTIES OF THE COMPANY
The Company shall provide Consultant, on a regular and timely basis,
with all data and information about it, its subsidiaries, its
management, its products and services and its operations as shall be
reasonably requested by Consultant, and shall advise Consultant of any
facts which would affect the accuracy of any data and information
previously supplied pursuant to this paragraph. The Company shall
promptly supply Consultant with full and complete copies of all
brochures or other sales materials relating to its products and
services.
5. COMPENSATION AND EXPENSE REIMBURSEMENT
Concurrently with the execution hereof, the Company shall grant and
issue to Consultant 8,900,000 shares of no par value common stock of
the Company (the "Shares") which shall be registered with the United
States Securities and Exchange Commission and applicable state
securities agencies so as to enable the Shares to be freely saleable
and tradable in the public securities markets. The Company shall use
its best and diligent efforts to maintain all SEC and other
registrations so as to enable said Shares to be fully saleable and
tradable for a period of five (5) years from the date hereof.
Consultant in providing the foregoing services shall be reimbursed for
any pre-approved out-of-pocket costs, including, without limitation,
travel, lodging, telephone, postage and over night shipping charges.
The Company also agrees that if the Shares fail to attain a market
price of $89,000 for five (5) separate trading days during a period of
five (5) years from the date of any issuance of the Shares; then the
Company shall issue additional shares to Consultant in such number, at
an assumed market price of $.01 per share, as will equal the difference
between $89,000 and the actual aggregate valuation of such shares. If
the Company fails to issue the supplemental Shares within five (5) days
from the date of Consultants written demand notice, then the Company
immediately shall pay to Consultant liquidated damages of $89,000.
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6. REPRESENTATION AND INDEMNIFICATION
The Company shall be deemed to have been made a continuing
representation of the accuracy of any and all facts, material
information and data which it supplies to Consultant and acknowledges
its awareness that Consultant will rely on such continuing functions.
Consultant in the absence of notice in writing from the Company will
rely on the continuing accuracy of material, information and data
supplied by the Company. Consultant represents that he has knowledge of
and is experienced in providing the aforementioned services.
The Company agrees to indemnify, hold harmless and defend Consultant
from any and all claims or demands of any kind relating to the
Company's breach of its agreements hereunder.
7. MISCELLANEOUS
TERMINATION: This Agreement may be terminated by Consultant upon
written notice to the Company for a material breach of this contract
which shall be effective five (5) business days from the date of such
notice
MODIFICATION: This Agreement sets forth the entire understanding of the
Parties with respect to the subject matter hereof, and may be amended
only in a writing signed by both parties.
NOTICES: Any notices required or permitted to be given hereunder shall
be in writing and shall be mailed or otherwise delivered in person or
by facsimile transmission at the address of such Party set forth above
or to such other address or facsimile telephone number, as the Party
shall have furnished in writing to the other Party.
WAIVER: Any waiver by either Party of a breach of any provision of this
Agreement shall not operate as or be construed to be a waiver of any
other breach of that provision or of any breach of any other provision
of this Agreement. The failure of a Party to insist upon strict
adherence to any term of this Agreement on one or more occasions will
not be considered a waiver or deprive the other Party of the right
thereafter to insist upon adherence to that term of any other term or
this Agreement.
ASSIGNMENT: The Options under this Agreement are assignable at the
discretion of the Consultant.
SEVERABILITY: If any provision of this Agreement is invalid, illegal,
or unenforceable, the balance of this Agreement shall remain in effect,
and if any provision is inapplicable to any person or circumstance, it
shall nevertheless remain applicable to all other persons and
circumstances.
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DISAGREEMENTS: Any dispute or other disagreement arising from or out of
this Agreement shall be submitted to arbitration under the rules of the
American Arbitration Association and the decision of the arbitrator(s)
shall be enforceable in any court having jurisdiction thereof.
Arbitration shall occur only in DuPage County, IL. The interpretation
and the enforcement of this Agreement shall be governed by Illinois law
as applied to residents of the State of Illinois relating to contracts
executed in and to be performed solely within the State of Illinois. In
the event any dispute is arbitrated, the prevailing Party (as
determined by the arbitrator(s)) shall be entitled to recover that
Party's reasonable attorney's fees incurred (as determined by the
arbitrator(s)).
IN WITNESS WHEREOF, this Agreement has been executed by the Parties as
of the date first above written.
COMPANY CONSULTANT
Pacel Corp.
By: /S/ XXXXX XXXXXXX By:/S/ XXXXX X. XXXXXXX
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Xxxxx Xxxxxxx, President Xxxxx X. Xxxxxxx
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