EXHIBIT 4.1
Business Consulting Agreement
AGREEMENT, made and entered into May 15th, 2003, by and between Xx. Xxxxxxx
Xxxxxx Individually, of American Investment Corporation, Inc., with offices
located at 0000 Xxxxx 00xx Xxxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (Xxxxxx) and
Military Resale Group, Inc., a New York Corporation with offices located at 0000
Xxxxxxxxx Xxxxxx, Xxxxxxxx Xxxxxxx, XX 00000 and ("MRG").
W I T N E S S E T H:
WHEREAS, Xxxxxx provides consultation and advisory services relating to
business management and marketing; and
WHEREAS, MRG desires to utilize Xxxxxx services in connection with its
operations.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, Xxxxxx and MRG hereby agree as follows:
1. CONSULTING SERVICES. Effective as of May 15th, 2003, by and subject to the
terms and conditions herein contained, Xxxxxx shall provide business management,
marketing consultation and advisory services to MRG. Such services shall include
(a) the preparation, implementation and monitoring of business and marketing
plans, (b) advice concerning potential products for MYRG to market, (c) research
and internet searches to obtain the information necessary to support items (a) &
(b) and assist MYRG in developing its Business and market (d) such other
managerial assistance as Xxxxxx shall xxxx necessary or appropriate for MRG's
business.
2. PAYMENT. In consideration for the services of Xxxxxx to be provided hereunder
shall be 200,000 freely tradable shares, the option to purchase 100,000 freely
tradable shares at $0.50. The shares are to be issued in the name of Xxxxxxx
Xxxxxx, SS# ###-##-####. Please have all the certificates delivered to 0000
Xxxxx 00xx Xxxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000.
3. EXPENSES. MRG shall reimburse Xxxxxx 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 Fort Lauderdale or Miami, area for the purpose of rendering
services to or for the benefit of MRG pursuant to this Agreement. Xxxxxx shall
provide receipts and vouchers to MRG for all expenses for which reimbursement is
claimed.
4. INVOICES. All pre-approved invoices for services provided to MRG and expenses
incurred by Xxxxxx in connection therewith shall be payable in full within ten
(10) days of the date of such invoice.
5. PERSONNEL. Xxxxxx shall be an independent contractor and no personnel
utilized by Xxxxxx in providing services hereunder shall be deemed an employee
of MRG. Moreover, Xxxxxx nor any other such person shall be empowered hereunder
to act on behalf of MRG. Xxxxxx 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 MRG, 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 May 15th, 2003
and shall continue in effect for a period of 6 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. Xxxxxx nor any of its consultants, other employees,
officers, or directors shall disclose knowledge or information concerning the
confidential affairs of MRG with respect to MRG's business or finances that was
obtained in the course of performing services provided for herein.
9. LIMITED LIABILITY. Xxxxxx nor any of its consultants, other employees,
officers or directors shall be liable for consequential or incidental damages of
any kind to MRG that may arise out of or in connection with any services
performed by Xxxxxx 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
conflicts of law principles thereof or actual domicile of the parties.
11. NOTICE. Notice hereunder shall be in writing and shall be deemed to have
been given at the time when deposited for mailing with the United States Postal
Service enclosed in a registered or certified postpaid envelope addressed to the
respective party at the 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.
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IN WITNESS WHEREOF, MRG, XXXXXX HAVE DULLY EXECUTED THIS AGREEMENT AS OF THE DAY
AND YEAR FIRST ABOVE WRITTEN.
Military Resale Group, Inc. Consultant
/S/ XXXXX X. XXXXX /S/ XXXXXXX XXXXXX
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By: Xxxxx X. Xxxxx, President By: Xx. Xxxxxxx Xxxxxx
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