CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") made as of September 26,
2001 by and between Xxxx Xxxxxx with offices at 0000 X. Xxxx Xxxxx Xx., Xxxxx
000 Xxxxxxx, XX 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; - 1 -
(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 25,000,000 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 $25,000 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 $.001 per share, as will equal
the difference between $10,000 and the actual aggregate valuation of
such shares. If the Company fails to issue the supplemental option
within five (5) days from the date of Consultants written demand
notice, then it immediately shall pay to Consultant liquidated
damages of $25,000.
- 2 -
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.
6. 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.
- 3 -
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/ XXXXXX XXXXXX
------------------- ------------------
Xxxxx Xxxxxxx Xxxxxx Xxxxxx
- 4 -
PACEL CORP. 0000 XXXXXX XXXX, XXXXX 000
XXXXXXXX, XXXXXXXX 00000-0000
. TELEPHONE NO: 0-000-000-0000
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November 16, 2001
Olde Monmouth Stock Transfer
00 Xxxxxxxx Xxxx
Xxxxxxxx Xxxxxxxxx, XX 00000
RE: Pacel Corporation
Ladies and Gentlemen:
It would be appreciated if you would issue 25,000,000 shares of Pacel
Corp. common stock to Xx. Xxxx Xxxxxx, without restrictive legend. The shares
are being issued pursuant to a registration statement on Form S-8 that became
effective with the SEC on or about November 16, 2001.
Very truly yours,
Pacel Corp.
By:_________________________
Xxxxx Xxxxxxx, President
