Exhibit 10.8
BUSINESS CONSULTING AGREEMENT
AGREEMENT, made and entered into January 3, 2002, by and between Edward T.
Whelan and Edward Meyer, Jr., Individually, of Xcel Associates, Inc. a New
Jersey Corporation, with offices located at 224 Middle Road, 2nd floor, Hazlet,
New Jersey 07730 and ("Whelan and Meyer") ") and Military Resale Group, Inc., a
publicly traded New York Corporation with offices located at 2180 Executive
Circle, Colorado Springs, CO 80906 ("MYRG").
W I T N E S S E T H:
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WHEREAS, Whelan and Meyer provides consultation and advisory services
relating to business management and marketing; and
WHEREAS, MYRG desires to utilize Whelan and Meyer services in
connection with its operations.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, Whelan and Meyer 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, Whelan and Meyer 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 Whelan and Meyer
shall deem necessary or appropriate for MYRG's business.
2. PAYMENT. In consideration for the services of Whelan and Meyer 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 March 31, 2002, June 30, 2002,
September 31, and December 31, 2002. The number of 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 Edward Meyer, Jr. SS# ###-##-#### and Edward
T. Whelan, SS# ###-##-####. Please have all the certificates delivered to 224
Middle Road, Hazlet, New Jersey 07730.
3. EXPENSES. MYRG shall reimburse Whelan and Meyer 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. Whelan and Meyer shall
provide receipts and vouchers to MYRG for all expenses for which reimbursement
is claimed.
4. INVOICES. All pre-approved invoices for services provided to MYRG and
expenses incurred by Whelan and Meyer 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 224 Middle Road, Hazlet NJ 07730 within the allotted ten
(10) days.
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5. PERSONNEL. Whelan and Meyer shall be an independent contractor and no
personnel utilized by Whelan and Meyer in providing services hereunder shall be
deemed an employee of MYRG. Moreover, neither Whelan nor Meyer nor any other
such person shall be empowered hereunder to act on behalf of MYRG. Whelan and
Meyer 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 Whelan nor Meyer 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 Whelan and Meyer 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 Whelan and Meyer 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.
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF, MYRG, Whelan and Meyer have dully executed this Agreement as
of the day and year first above written.
MILITARY RESALE GROUP, INC. CONSULTANTS
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By: Ethan D. Hokit, President By: Edward T. Whelan
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By: Edward Meyer, Jr.
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