EXHIBIT 4.1
Business Consulting Agreement
AGREEMENT, made and entered into May 15th, 2003, by and between ▇▇. ▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇ Individually, of American Investment Corporation, Inc., with offices
located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (▇▇▇▇▇▇▇▇▇)
and Military Resale Group, Inc., a New York Corporation with offices located at
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and ("MRG").
W I T N E S S E T H:
WHEREAS, ▇▇▇▇▇▇▇▇▇ provides consultation and advisory services relating
to business management and marketing; and
WHEREAS, MRG desires to utilize ▇▇▇▇▇▇▇▇▇ services in connection with
its operations.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, ▇▇▇▇▇▇▇▇▇ 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, ▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇ shall deem necessary or
appropriate for MRG's business.
2. PAYMENT. In consideration for the services of ▇▇▇▇▇▇▇▇▇ 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 ▇▇. ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ please have all the certificates delivered to ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
3. EXPENSES. MRG shall reimburse ▇▇▇▇▇▇▇▇▇ 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.
▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇ in connection therewith shall be payable in full within
ten (10) days of the date of such invoice.
5. PERSONNEL. ▇▇▇▇▇▇▇▇▇ shall be an independent contractor and no personnel
utilized by ▇▇▇▇▇▇▇▇▇ in providing services hereunder shall be deemed an
employee of MRG. Moreover, ▇▇▇▇▇▇▇▇▇ or any other such person shall be empowered
hereunder to act on behalf of MRG. ▇▇▇▇▇▇▇▇▇ 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. ▇▇▇▇▇▇▇▇▇ 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. ▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇ 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.
2
IN WITNESS WHEREOF, MRG, ▇▇▇▇▇▇▇▇▇ HAVE ▇▇▇▇▇ EXECUTED THIS AGREEMENT AS OF THE
DAY AND YEAR FIRST ABOVE WRITTEN.
Military Resale Group, Inc. Consultant
/S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ /S/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------ ---------------------
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇, President By: ▇▇. ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
3