Exhibit 99.1
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") made as of March 4, 2002 by and
between Xxxx Xxxxxx ("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 March 31, 2003 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 services contemplated thereby:
(a) The implementation of short-range and long-range strategic
planning to 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) 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 the option to purchase 50,000,000 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. The option shall have an exercise price of
$0.00035 per share, and shall expire on March 31, 2007 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.
2
The Company also agrees that if the Shares fail to attain a market price of
$17,500 for five (5) separate trading days during a period of five (5)
years from the date of Consultant's exercise of the option; then the
Company shall issue a supplemental option to Consultant for additional
Shares at the exercise price set forth in the initial option, upon the
written demand of Consultant to the Company. 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 $17,500.
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.
3
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.
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. XXXX XXXXXX
By:/S/ Xxxxx Xxxxxxx By:/S/ Xxxx Xxxxxx
------------- -----------
Xxxxx Xxxxxxx, President Xxxx Xxxxxx
4
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") made as of March 4, 2002 by and
between Xxxxxxx X. Xxxxx ("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 March 31, 2003 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 services contemplated thereby:
(a) The implementation of short-range and long-range strategic
planning to 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) 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 the option to purchase 50,000,000 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. The option shall have an exercise price of
$0.00035 per share, and shall expire on March 31, 2007 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.
2
The Company also agrees that if the Shares fail to attain a market price of
$17,500 for five (5) separate trading days during a period of five (5)
years from the date of Consultant's exercise of the option; then the
Company shall issue a supplemental option to Consultant for additional
Shares at the exercise price set forth in the initial option, upon the
written demand of Consultant to the Company. 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 $17,500.
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.
3
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.
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. XXXXXXX X. XXXXX
By: /S/ Xxxxx Xxxxxxx By: /S/ Xxxx Xxxxxx
---------------------- ----------------------
Xxxxx Xxxxxxx, President Xxxx Xxxxxx
4
