EXHIBIT 4.1
Business Consulting Agreement
AGREEMENT, made and entered into May 15th, 2003, by and between Xx. Xxx X.
Xxxxxxxxx Individually, of American Investment Corporation, Inc., with offices
located at 0000 Xxxxx 00xx Xxxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (Xxxxxxxxx)
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, Xxxxxxxxx provides consultation and advisory services relating
to business management and marketing; and
WHEREAS, MRG desires to utilize Xxxxxxxxx services in connection with
its operations.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, Xxxxxxxxx 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, Xxxxxxxxx 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 Xxxxxxxxx shall deem necessary or
appropriate for MRG's business.
2. PAYMENT. In consideration for the services of Xxxxxxxxx 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 Xx. Xxx X. Xxxxxxxxx please have all the certificates delivered to 0000 Xxxxx
00xx Xxxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000.
3. EXPENSES. MRG shall reimburse Xxxxxxxxx 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.
Xxxxxxxxx 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 Xxxxxxxxx in connection therewith shall be payable in full within
ten (10) days of the date of such invoice.
5. PERSONNEL. Xxxxxxxxx shall be an independent contractor and no personnel
utilized by Xxxxxxxxx in providing services hereunder shall be deemed an
employee of MRG. Moreover, Xxxxxxxxx or any other such person shall be empowered
hereunder to act on behalf of MRG. Xxxxxxxxx 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. Xxxxxxxxx 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. Xxxxxxxxx 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 Xxxxxxxxx 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, XXXXXXXXX HAVE XXXXX EXECUTED THIS AGREEMENT AS OF THE
DAY AND YEAR FIRST ABOVE WRITTEN.
Military Resale Group, Inc. Consultant
/S/ XXXXX X. XXXXX /S/ XXX X. XXXXXXXXX
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By: Xxxxx X. Xxxxx, President By: Xx. Xxx X. Xxxxxxxxx
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