EXHIBIT 4.1
BUSINESS CONSULTING AGREEMENT
AGREEMENT, made and entered into August 1, 2003, by and between Xx. Xxx Xxxxxx
Individually, of On Site Marketing, Inc., with offices located at 0000 X.X. 00xx
Xxxx, Xxxx Xxxxx, XX 00000 (Wiener) 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, Wiener provides consultation and advisory services relating
to business management and marketing; and
WHEREAS, MRG desires to utilize Wiener services in connection with
its operations.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, Wiener and MRG hereby agree as follows:
1. CONSULTING SERVICES. Effective as of August 1, 2003, by and subject to
the terms and conditions herein contained, Wiener shall provide, marketing
consultation and advisory services to MRG. Such services shall include the
selection of products not currently marketed to United States Military resale
market. MRG appoints Wiener as its sales representative to obtain exclusive
products throughout the United States Military resale market and commissary
system and exchange system, or other military resale market worldwide (i.e.
DECA, AAFES)
2. PAYMENT. In consideration for the services of Wiener to be provided
hereunder shall be 500,000 freely tradable shares. The shares are to be issued
in the name of Xx. Xxx Xxxxxx Individually, and delivered to 0000 X.X. 00xx
Xxxx, Xxxx Xxxxx, XX 00000. Xx. Xxxxxx will not receive any additional
compensation such as brokerage fees from MYRG although he may receive such fees
from his client companies.
3. EXPENSES. MRG shall reimburse Wiener 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 area for the purpose of rendering
services to or for the benefit of MRG pursuant to this Agreement. Wiener 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 Wiener in connection therewith shall be payable in full
within thirty (30) days of the date of such invoice.
5. PERSONNEL. Wiener shall be an independent contractor and no personnel
utilized by Wiener in providing services hereunder shall be deemed an employee
of MRG. Moreover, Wiener or any other such person shall be empowered hereunder
to act on behalf of MRG. Wiener 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 August 1,
2003 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. Wiener 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. Wiener 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 Wiener hereunder.
10. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York 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.
IN WITNESS WHEREOF, MRG, Wiener have dully executed this Agreement as of the day
and year first above written.
Military Resale Group, Inc. Consultant
/s/ Xxxxx X. Xxxxx /s/ Xxxxx Xxxxxx
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By: Xxxxx X. Xxxxx, President By: Mr. Xxx. Wiener
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