Exhibit 10.8
BUSINESS CONSULTING AGREEMENT
AGREEMENT, made and entered into January 3, 2002, by and between Xxxxxx X.
Xxxxxx and Xxxxxx Xxxxx, Jr., Individually, of Xcel Associates, Inc. a New
Jersey Corporation, with offices located at 000 Xxxxxx Xxxx, 0xx xxxxx, Xxxxxx,
Xxx Xxxxxx 00000 ("Xxxxxx and Xxxxx")) and Military Resale Group; Inc., a
publicly traded New York Corporation with offices located at 0000 Xxxxxxxxx
Xxxxxx, Xxxxxxxx Xxxxxxx, XX 00000 ("MYRG")
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Xxxxxx and Xxxxx provides consultation and advisory services
relating to business management and marketing; and
WHEREAS, MYRG desires to utilize Xxxxxx and Xxxxx services in
connection with its operations.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, Xxxxxx and Xxxxx and MYRG hereby agree as
follows:
1. CONSULTING SERVICES. Effective as of January 3, 2002, by and subject to the
terms and conditions herein contained, Xxxxxx and Xxxxx shall provide business
management, marketing consultation and advisory services to MYRG. Such services
shall include (a) the preparation, implementation and monitoring of business and
marketing plans, (b) advice concerning production layout and planning and
internal controls and (c) such other managerial assistance as Xxxxxx and Xxxxx
shall xxxx necessary or appropriate for MYRG's business.
2. PAYMENT. In consideration for the services of Xxxxxx and Xxxxx to be provided
hereunder shall be $12;000 worth of restricted MYRG shares per month. The shares
shall be issued at the end of each quarter on March 31, 2002, June 30; 2002,
September 31, and December 31, 2002. The number o(pound) shares to be issued
will be determined by the average bid price multiple by .80 or 80%. The shares
are to be issued equally between the name of Xxxxxx Xxxxx, Jr. SS# ###-##-####
and Xxxxxx T: Xxxxxx, XX# ###-##-####. Please have all the certificates
delivered to 000 Xxxxxx Xxxx, Xxxxxx, Xxx Xxxxxx 00000.
3. EXPENSES. MYRG shall reimburse Xxxxxx and Xxxxx for all pre-approved travel
and other expenses incurred by it in rendering services hereunder, including any
expenses incurred by consultants when such consultants are temporarily located
outside of the metropolitan New York, area for the purpose of rendering services
to or for the benefit of MYRG pursuant to this Agreement. Xxxxxx and Xxxxx shall
provide receipts and vouchers to MYRG fox all expenses for which reimbursement
is claimed.
4. INVOICES. All pre-approved invoices for services provided to MYRG and
expenses incurred by Xxxxxx anal Xxxxx in connection therewith shall be payable
in full within ten (10) days of the date of such invoice. Payment of invoices
shall be made by check made payable to the individual rendering the pre-approved
service and mailed to 000 Xxxxxx Xxxx, Xxxxxx XX 00000 within the allotted ten
(10) days.
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5. PERSONNEL. Xxxxxx and Xxxxx shall be an independent contractor and no
personnel utilized by Xxxxxx and Xxxxx in providing services hereunder shall be
deemed an employee of MYRG. Moreover, neither Xxxxxx nor Xxxxx nor any other
such person shall be empowered hereunder to act on behalf of MYRG. Xxxxxx and
Xxxxx shall have the sole and exclusive responsibility and liability for making
all reports and contributions withholdings, payments and taxes to be collected,
withheld, made and paid with respect to persons providing services to be
performed hereunder on behalf of MYRG, whether pursuant to any social security,
unemployment insurance, worker's compensation law or other federal state or
local law now in force and effect or hereafter enacted.
6. TERM AND TERMINATION. This Agreement shall be effective from February 21,
2002 and shall continue in effect for a period of 12 months thereafter. This
Agreement may be renewed for a provisional six-month period thereafter, upon
mutual agreement of the parties.
7. NON-ASSIGNABILITY. The rights, obligations, and benefits established by this
Agreement shall not be assignable by either party hereto. This Agreement shall,
however, be binding upon and shall inure to the benefit of the parties and their
successors.
8. CONFIDENTIALITY. Neither Xxxxxx nor Xxxxx nor any of its consultants, other
employees, officers, or directors shall disclose knowledge or information
concerning the confidential affairs of MYRG with respect to MYRG's business or
finances that was obtained in the course of performing services provided for
herein.
9. LIMITED LIABILITY. Neither Xxxxxx and Xxxxx nor any of its consultants, other
employees, officers or directors shall be liable for consequential or incidental
damages of any kind to MYRG that may arise out of or in connection with any
services performed by Xxxxxx and Xxxxx, hereunder.
10. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey without giving effect to the
inflicts of law principles thereof or actual domicile of the parties.
1l. NOTICE. Notice hereunder shall be in writing and shall be deemed to have
been given at the time when deposited dot' mailing with the United States Postal
Service enclosed in a registered or certified postpaid envelope addressed to the
respective party at address of such party first above written or at such other
address as such party may fix by notice given pursuant to this paragraph.
12. NO OTHER AGREEMENTS. This Agreement supersedes all prior understandings;
written or oral, and constitutes the entire Agreement between the parties hereto
with respect to the subject matter hereof. No waiver, modification or
termination of this Agreement shall be valid unless in writing signed by the
parties hereto.
REMAINDER OF THIS PAGE INTENTIONAL LEFT BLANK
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IN WITNESS WHEREOF, MYRG, Xxxxxx and Xxxxx have duly executed this Agreement as
of the day and year first above written.
MILITARY RESALE GROUP, INC. CONSULTANTS
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By: Xxxxx X. Xxxxx, President By: Xxxxxx X. Xxxxxx
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By: Xxxxxx Xxxxx, Jr.
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