EXHIBIT 4.1
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into this 1st day of May
2003, by and between OrderPro Logistics, Inc. (the "Company") and Xxxxx Xxxxxxx
(the "Consultant").
WHEREAS, Consultant is skilled in providing strategic business planning;
Consultant is experienced in the Transportation Brokerage Business;
WHEREAS, Company desires to engage Consultant to provide business planning and
other services to Company;
NOW THEREFORE, in consideration of the mutual covenants contained herein and
other good and valuable consideration, it is agreed:
1. Company hereby engages Consultant and Consultant hereby accepts this
engagement on a non-exclusive basis pursuant to the terms and
conditions of this Consulting Agreement.
2. Consultant shall assist Company with public mergers and acquisitions.
Consultant will also assist Company in connection with general
business strategy, operations and marketing management procedures.
3. In order to assist Consultant with her activities, Company will
provide Consultant with such information as may be required by
Consultant. Company will make available to Consultant copies of all
material agreements, notice of pending or threatened litigation and
notice of all press releases.
4. Consultant agrees that she has not been retained for any of the
following activities and/or purposes: ---
A. For capital raising or for promotional activities regarding
Company's securities.
B. To directly or indirectly promote or maintain a market for
Company's securities.
C. To render investor relations services or shareholder
communications service to Company.
5. In consideration of the services to be provided, Consultant shall
receive a fee of Two Million (2,000,000) shares of Company's stock. .
6. The Term of this agreement is for twelve months from the date first
written above.
7. During the term of this Agreement each party may have access to trade
secrets, know-how, formulae, customer and price lists, all of which
are valuable, special, proprietary and unique assets of each. The
parties agree that all knowledge and information which each other
shall acquire during the term of this Agreement shall be held in trust
and in a fiduciary capacity for the sole benefit of the other party,
its successors and assigns, and each agrees not to publish or divulge
either during the term of this Agreement or subsequent thereto,
knowledge of any technical or confidential information acquired during
the term of this Agreement. At the termination of this Agreement, or
at any other time, either party may request the other party deliver to
the other, without retaining any copies, notes or excerpts thereof,
all memoranda, diaries, notes, records, plans, specifications,
formulae or other documents relating to, directly or indirectly, any
confidential information made or compiled by, or delivered or made
available to, or otherwise obtained by the respective parties.
However, the foregoing shall not prohibit Consultant from engaging in
any work at any time following the termination of this Agreement that
does not conflict with the terms of this Agreement.
8. Except as otherwise provided herein, any notice or other communication
to any party pursuant to or relating to this Agreement and the
transactions provided for herein shall be deemed to have been given or
delivered when deposited in the United States Mail, registered or
certified, and with proper postage and registration or certification
fees prepaid, addressed at their principal place of business or to
such other address as may be designated by either party in writing.
9. This Agreement shall be governed and interpreted pursuant to the laws
of the State of Arizona. The parties agree to the jurisdiction of the
courts with venue in Pima County, Arizona. In the event of any breach
of this Agreement, the prevailing party shall be entitled to recover
all costs including reasonable attorney's fees and those that may be
incurred on appeal.
10. This Agreement may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original, and
it shall not be necessary in making proof of this Agreement to produce
for more than one counterpart.
IN WITNESS WHEREOF, the parties hereto have subscribed their hands on the day
and year first above written.
CONSULTANT: COMPANY:
Xxxxx Xxxxxxx ORDERPRO LOGISTICS, INC.
/s/ Xxxxx Xxxxxxx /s/ Xxxxxxx Xxxxxxxxx
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Xxxxx Xxxxxxx Xxxxxxx Xxxxxxxxx, CEO
