EXHIBIT 4.2
CONSULTING AGREEMENT
This Consulting Agreement (the "Consulting agreement") made as of May 29,
2003, by and between Xxxx Xxxxxxx ("Consultant"), and OrderPro Logistics, Inc.
(the "Company").
WITNESSETH
WHEREAS, the Company requires and will continue to require consulting
services relating to strategic planning and marketing in connection with its
business; and
WHEREAS, Consultant can provide the Company with strategic planning and
marketing consulting services and is desirous of performing such services for
the Company; and
WHEREAS, the Company wishes to induce Consultant to provide these
Consulting services to the Company,
NOW, THEREFORE, in Consideration of the mutual covenants hereinafter stated
it is agreed as follows:
1. APPOINTMENT.
The Company hereby engages Consultant and Consultant agrees to render
services as a consultant upon the terms and conditions hereinafter set forth.
2. TERM.
The term of this Consulting Agreement began as of the date of this
Agreement, and shall terminate May 29, 2004, unless earlier terminated in
accordance with paragraph 7 herein or extended as agreed to between the parties.
3. SERVICES.
During the term of this Agreement, Consultant shall provide advice to
undertake for and consult with the Company concerning marketing, consulting,
strategic planning, corporate organization and structure, expansion of services,
acquisitions and business opportunities, and shall review and advise the Company
regarding its overall progress, needs and condition. Consultant agrees to
provide on a timely basis the following enumerated services plus any additional
services contemplated thereby:
a) The implementation of short-range and long-term strategic planning to
fully enhance the Company's products and services;
b) The implementation of a marketing program to enable the Company to
broaden the markets for its services and promote the image of the Company and
its products and services;
Consultant has represented to the Company that the services for which these
shares are being issued are not in connection with any offer or sale of
securities in a capital raising transaction.
4. DUTIES OF THE COMPANY
The Company shall provide Consultant, on a regular and timely basis, with
all approved data and information about it, its subsidiaries, its management,
its products and services and its operations as shall be reasonably requested by
Consultant, and shall advise Consultant of any facts which would affect the
accuracy of any data and information previously supplied pursuant to this
paragraph. The Company shall promptly supply all data and information supplied
by any financial analyst, and with all brochures or other sales materials
relating to its products or services.
5. COMPENSATION
The Company shall pay Consultant a due diligence fee of 2,000,000 shares of
fully registered stock in the Company. The compensation will be paid as follows:
2,000,000 shares at the time of signing this engagement letter
6. INDEMNITY
The Company agrees to indemnify Consultant, its officers, directors,
employees and agents from any liability, claim or expense, including reasonable
attorney's fees, arising out of or in connection with the Agreement or the
services of Consultant hereunder, except to the extent attributable to the gross
negligence or willful misconduct of Consultant, its officers, directors,
employees and agents.
7. MISCELLANEOUS
Termination: In the event that the Company wishes to cancel the agreement,
any shares not yet received by Consultant shall no longer be due.
Modification: This Consulting Agreement sets forth the entire understanding
of the Parties with respect to the subject matter hereof. This Consulting
Agreement may be amended only in writing signed by both Parties.
Notices: Any notice required or permitted to be given hereunder, shall be
in writing and shall be mailed or otherwise delivered in person or by facsimile
transmission at the address of such party set forth above or to such other
address or facsimile telephone number, as the Party shall have furnished in
writing to the other Party.
Waiver: Any waiver by either Party of a breach of any provision of this
Consulting Agreement shall not operate as or be construed to be a waiver of any
other breach of that provision or of any breach of any other provision of this
Consulting Agreement. The failure of a Party to insist upon strict adherence to
any term of this Consulting Agreement on one or more occasions will not be
considered a waiver or deprive that Party of the right thereafter to insist upon
adherence to that term of any other term of this Consulting Agreement.
Assignment: The Shares under this Agreement are assignable at the
discretion of the Consultant.
Severability: If any provision of this Consulting Agreement is invalid,
illegal, or unenforceable, the balance of this Consulting Agreement shall remain
in effect, and if any provision is inapplicab1e to any person or circumstance,
it shall nevertheless remain applicable to all other persons and circumstance.
Disagreements: Any dispute or other disagreement arising from or out of
this Consulting Agreement shall be submitted to arbitration under the rules of
the American Arbitration Association and the decision of the arbiter(s) shall be
enforceable in any court having jurisdiction thereof. Arbitration shall occur
only in New York state. The interpretation and the enforcement of this Agreement
shall be governed by, New York Law as applied to residents of the State relating
to contracts executed in and to be performed solely within the State. In the
event any dispute is arbitrated, the prevailing Party (as determined by the
arbiter(s)) shall be entitled to recover that Party's reasonable attorneys fees
incurred (as determined by the arbiter(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been executed by the
Parties as of the date first above written.
OrderPro Logistics, Inc.
By: Xxxxxxx X. Xxxxxxxxx, CEO By: Xxxx Xxxxxxx
/s/ Xxxxxxx X. Xxxxxxxxx /s/ Xxxx Xxxxxxx
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