EXHIBIT 4.1
CONSULTING AGREEMENT
Consulting Agreement made as of September 25, 2003, between Military Resale
Group, Inc. a New York Corporation with offices at 0000 Xxxxxxxxx Xxxxxx,
Xxxxxxxx Xxxxxxx, XX 00000 and Glendale Corp, a New Jersey corporation with
offices at 00 Xxx Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (Glendale Corp).
MYRG is in need of assistance in developing its strategic plans, gaining access
to business opportunities, and other management functions, and Glendale Corp is
experienced in these areas and is capable of providing valuable services to
MYRG.
Therefore, it is agreed:
1. SERVICES. During the Term of this Agreement, Glendale Corp shall provide
advice to MYRG management and shall consult with MYRG concerning management
of sales and marketing resources, strategic planning, corporate
organization and structure, financial matters in connection with the
operation of the businesses of MYRG, expansion of services, acquisitions
and business opportunities. Glendale Corp shall also review and advise MYRG
regarding its overall progress, needs and condition. Glendale Corp agrees
to provide on a timely basis the following enumerated services plus any
additional services contemplated hereby:
a) The implementation of short-range and long-term strategic planning to
fully develop and enhance MYRG's assets, resources, products and
services:
b) The implementation of a marketing program to enable MYRG to broaden
the markets for its products and promote the image of MYRG and its
products and services;
c) Advice to MYRG regarding the recruitment and employment of key
executives consistent with the expansion of operations of MYRG;
d) The identification, evaluation, structuring, negotiating, and closing
of joint ventures, strategic alliances, business acquisitions, and
advice with regard to the ongoing managing and operating of such
acquisitions upon consummation thereof; and
e) Advice and recommendations regarding corporate financing including the
structures, terms, and content of bank loans, institutional loans,
private debt funding, mezzanine financing, and other equity financing.
2. TERM. The term ("Term") of this Agreement shall commence on the date hereof
and shall terminate on the one-year anniversary of the execution of this
Agreement.
3. COMPENSATION. As full compensation for the services to be rendered
hereunder, MYRG shall issue to Glendale Corp (or its designees) five
hundred thousand (500,000) freely tradeable shares of its common stock and
an option purchase one million (1,000,000) shares of its common stock at
$0.10. The shares will be issued in accordance with the terms of equity
plans that have been registered with the Securities and Exchange Commission
in a Registration Statement on Form S-8, which shall be effective on the
date on which the shares are issued.
4. CONFIDENTIALITY. Glendale Corp will not disclose to any person, firm or
corporation, nor use for its own benefit, during or after the Term of the
Consulting Agreement, any trade secrets or other information designated as
confidential by MYRG, which is acquired by Glendale Corp in the course of
performing services hereunder. Any financial advice rendered by Glendale
Corp pursuant to this Consulting Agreement may not be disclosed in any
manner without the prior written approval of MYRG.
5. INDEMNIFICATION. MYRG hereby agrees to indemnify and hold Glendale Corp and
its officers and affiliates harmless from and against all losses, claims,
damages, liabilities, costs or expenses, including reasonable attorney's
fees (collectively, "Liabilities") arising from the performance of this
Consulting Agreement. This indemnity shall not apply, however, and Glendale
Corp shall indemnify and hold MYRG, its affiliates, control persons,
officers, and employees and agents harmless from and against all
Liabilities arising from gross recklessness or willful misconduct by
Glendale Corp in the performance of its services hereunder.
6. INDEPENDENT CONTRACTOR. The relationship between Glendale Corp and MYRG is
that of independent contractors. Glendale Corp shall not hold itself out as
an agent of MYRG, nor shall it take any action from which others might
infer that it is an agent of MYRG or that it is engaged in a joint venture
with MYRG.
7. MISCELLANEOUS. This Consulting Agreement sets forth the entire
understanding of the parties relating to the subject matter hereof, and
supersedes any prior communications, understandings or agreements between
the parties. This Consulting Agreement cannot be modified or changed, nor
can any of its provisions be waived, except written agreement signed by
both parties. The laws of the State of New York applicable to contracts
made and to be performed therein shall govern this Consulting Agreement.
8. NOTICES. Any notice required or permitted hereunder shall be given in
writing, and shall be deemed effectively given upon personal delivery or
one business day after tender to an overnight delivery service of national
reputation, addressed to the parties at the address set forth at the start
of this Agreement, or at such other addresses as a Party may designate by
ten days advance written.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set
forth at the start of this Agreement.
MILITARY RESALE GROUP, INC. GLENDALE CORP
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx Xxxxx
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Xxxxxx X. Xxxxxx, CEO Xxxxxx Xxxxx, CEO
