This Consulting Agreement (the "Consulting Agreement") made as of July 5, 2001
by and between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ DBA Sterling Promotions, ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇.
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Consultant") and PACEL Corp. ("Company").
WITNESSETH
WHEREAS, the Company requires and will continue to require consulting
services relating to management, strategic planning and marketing for the
Company; and
WHEREAS, Consultant can 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
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The Company hereby engages Consultant and Consultant agrees to render services
to the Company as a consultant upon the terms and conditions hereinafter set
forth.
2. TERMS
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The term of this Consulting Agreement began as of the date of this Agreement,
and shall terminate on November 1, 2001, unless earlier terminated in accordance
with paragraph 7 herein or extended as agreed to between the parties.
3. SERVICES
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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 operation of the business of the Company. Consultant agrees
to provide on a timely basis the following enumerated services plus any
additional services contemplated thereby:
(a) The implementation of short-range and long-range strategic planning to
fully develop and enhance the Company's products and services;
(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) Advice the Company relative to the recruitment and employment of
marketing and sales personnel consistent with the expansion of operations of the
Company;
(d) The identification, evaluation, structuring, negotiating and closing of
strategic alliances.
4. DUTIES OF THE COMPANY
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The Company shall provide Consultant, on a regular and timely basis, with all
approved 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
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The Company agrees to pay Consultant 7,500,000 shares for his services and will
also immediately grant Consultant the option to purchase an additional 2,500,000
free-trading shares of the Company's Free Trading Common Stock with an exercise
price at $0.01 per share, which option shall expire on November 1, 2001 at 5:00
P.M. C.S.T. 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.
6. REPRESENTATION AND INDEMNIFICATION
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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.
i) The consultant services are not and will not be to promote, maintain a
market for the Company's securities to the general public or in the connection
with, or related to capital raising transactions.
ii) Any compensation received herein will not be used in connection with
distribution of the Company's securities or to the general public nor will I act
as a conduit for the distribution of such securities.
iii) Consultant is a natural person who has contracted through his company
directly with the Company.
iv) Consultant will not provide any services in connection with any
potential restructuring of the capital of the company.
v) Consultant will not sell or resell or remit any proceeds from the sale of
shares obtained as compensation to debts of the Company.
7. MISCELLANEOUS
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Termination: This Agreement may be terminated by Consultant upon written
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notice to the Company for a material breach of contract which shall be effective
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five (5) business days from the date of such notice. All shares from exercised
stock options will remain free trading and cannot be recalled by the company.
As used in this Agreement, the term with cause shall mean, the conviction of any
crime involving dishonesty or resulting in imprisonment without the option of a
fine, or the material non-observance, or the material breach by Consultant of
any of the material provisions of this Agreement, or the neglect, failure or
refusal of consultant to carry out the duties contracted by him after due notice
to the consultant of such neglect, failure or refusal.
Modification: This Consulting Agreement sets forth the entire understanding
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of the Parties with respect to the subject matter hereof. This Consulting
Agreement may be amended only in writing signed by both parties.
Notices: Any notices required or permitted to be given hereunder shall be in
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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
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Consulting Agreement shall not operate as or be construed to be a waiver of any
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other breach of that provision or of any breach of any other provision of this
Consulting Agreement. The failure of a Party to insist upon strict adherence to
any term of this Consulting Agreement on one or more occasions will not be
considered a waiver or deprive that Party of the right thereafter to insist upon
adherence to that term of any other term of this Consulting Agreement.
Assignment: The Options under this Agreement are assignable at the
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discretion of the Consultant.
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Severability: If any provision of this Consulting Agreement is invalid,
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illegal, or unenforceable, the balance of this Consulting Agreement shall remain
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in effect, and if any provision is inapplicable to any person or circumstance,
it shall nevertheless remain applicable to all other persons and circumstances.
Disagreements: Any dispute or other disagreement arising from or out of this
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Consulting Agreement shall be submitted to arbitration under the rules of the
American Arbitration Association and the decision of the arbiter(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 arbiter(s)) shall be entitled to recover that
Party's reasonable attorney's fees incurred (as determined by the arbiter(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been executed by the Parties
as of the date first above written.
COMPANY CONSULTANT
PACEL Corp. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
DBA Sterling Promotions
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
___________________________ ________________________
PACEL Corp. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
