EXHIBIT 10.1
BUSINESS CONSULTING AGREEMENT
AGREEMENT, made and entered into January 2, 2003, by and between 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
("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:
- - - - - - - - - -
WHEREAS, Meyer provides consultation and advisory services relating to
business management and marketing; and
WHEREAS, MYRG desires to utilize Meyer services in connection with its
operations.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, Meyer and MYRG hereby agree as follows:
1. CONSULTING SERVICES. Effective as of January 2, 2003, by and subject to the
terms and conditions herein contained, 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 Meyer shall deem
necessary or appropriate for MYRG's business.
2. PAYMENT. In consideration for the services of Meyer to be provided hereunder
shall be $6,000 worth of restricted MYRG shares per month. The shares shall be
issued at the end of each quarter on March 31, 2003, June 30; 2003, September
31, and December 31, 2003. The number o(pound) shares to be issued will be
determined by the average low price in each quarter multiple by .80 or 80%. The
shares are to be issued in the name of Edward Meyer, Jr. SS# ###-##-#### Please
have all the certificates delivered to 224 Middle Road, Hazlet, New Jersey
07730.
3. EXPENSES. MYRG shall reimburse 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. Meyer shall provide receipts and
vouchers to MYRG fox all expenses for which reimbursement is claimed.
4. INVOICES. All pre-approved invoices for services provided to MYRG and
expenses incurred by 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.
1
5. PERSONNEL. Meyer shall be an independent contractor and no personnel utilized
by Meyer in providing services hereunder shall be deemed an employee of MYRG.
Moreover, neither Meyer nor any other such person shall be empowered hereunder
to act on behalf of MYRG. 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 January 2nd 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. Neither 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 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 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
inflicts of law principles thereof or actual domicile of the parties.
1l. NOTICE. Notice hereunder shall be in writing and shall be deemed to have
been given at the time when deposited dot' mailing with the United States Postal
Service enclosed in a registered or certified postpaid envelope addressed to the
respective party at 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 INTENTIONAL LEFT BLANK
2
IN WITNESS WHEREOF, MYRG, and Meyer have duly executed this Agreement as of the
day and year first above written.
MILITARY RESALE GROUP, INC. CONSULTANTS
/S/ ETHAN D. HOKIT /S/ EDWARD MEYER, JR.
- ------------------------------ ------------------------
By: Ethan D. Hokit, President By: Edward Meyer, Jr.
3