EXHIBIT 4.1
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AMENDED BUSINESS CONSULTING AGREEMENT
AGREEMENT, originally made and entered into February 18, 2003, and now amended
as of March 10, 2003, by and between Xxxxxx Xxxxxxx, an Individual who is
Chairman of AltosBanCorp, Inc., with offices located at 000 Xxxxx Xxxxxx, #000,
Xxx Xxxxx, XX (hereinafter referred to as "Xxxxxxx" or "Consultant") and
Military Resale Group, Inc., a New York Corporation with offices located at 0000
Xxxxxxxxx Xxxxxx, Xxxxxxxx Xxxxxxx, XX 00000 and ("MYRG").
W I T N E S S E T H:
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WHEREAS, the Consultant has substantial strategic business experience, acumen
and contacts, and MYRG desires to avail itself of the Consultant's services in
conjunction with development and implementation of strategic plans designed to
accomplish the foregoing by securing the Consultant's assistance; and
WHEREAS, MYRG desires to utilize Xxxxxxx services in connection with its
operations.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, Xxxxxxx and MYRG hereby agree as follows:
1. Consulting Services. Subject to the terms and conditions herein contained,
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Xxxxxxx 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 and selection and
implementation of management technology systems, (b) advice concerning
accounting issues, financial planning, and fund raising, (c) such other
managerial assistance as Xxxxxxx shall deem necessary or appropriate for MYRG's
business, (d) capital markets advice and assistance, and (e) management of
MYRG's acquisition process including management of the planning, targeting,
negotiation, due diligence, oversight of the other professionals to be retained
by MYRG and execution of certain activities necessary for MYRG to grow by
acquisition
2. Payment. In consideration for the services of Xxxxxxx to be provided
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hereunder shall be 250,000 freely tradable shares and the option to purchase
650,000 freely tradable shares at the lower of a.)$0.50 per share or b.) the
price per share granted to any other advisor or employee of the company during
the term of this Agreement. The options shall remain valid for a period of five
(5) years from the date hereof or the date Xxxxxxx ceases to be employed or
otherwise retained as a consultant by MYRG, whichever shall first occur. The
options shall have the right of a "cash less" exercise.
The freely tradable shares are to be issued in the following amounts and in the
following names
a.) 117,500 to Xxxxxx Xxxxxxx, 000 Xxxxx Xxxxxx, #000, Xxx Xxxxx, XX
b.) 125,000 to Xxxxxxx Xxxxxx c/c CGF Securities, 000 XX Xxxxxx Xxxx, Xxxxx
000, Xxxx Xxxxx, XX 00000 Attn: Xx Xxxxxxx
c.) 7, 500 to Xxxxxx Xxxxxx Capital Associates, New York, NY.
The Options shall be issued separately, following separate instructions from
Xxxxxxx
3. Expenses. MYRG shall normally pay directly or otherwise reimburse Xxxxxxx for
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all pre-approved travel and other expenses incurred by it in rendering services
hereunder, including any expenses incurred by consultant when such consultant is
temporarily located outside of the metropolitan Los Altos area for the purpose
of rendering services to or for the benefit of MYRG pursuant to this Agreement.
Xxxxxxx shall provide receipts and vouchers to MYRG for all expenses for which
reimbursement is claimed.
4. Invoices. All pre-approved invoices for services provided to MYRG and
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expenses incurred by Xxxxxxx in connection therewith shall be payable in full
within ten (10) days of the date of such invoice.
5. Personnel. Xxxxxxx shall be an independent contractor and no personnel
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utilized by Xxxxxxx in providing services hereunder shall be deemed an employee
of MYRG. Moreover, neither Xxxxxxx nor any other such person shall be empowered
hereunder to act on behalf of MYRG. Xxxxxxx 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. Assignment of Compensation. Xxxxxxx shall have the right to assign
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compensation due to him from MYRG to any trust or company in which he has
managing or controlling interest.
7. Term and Termination. This Agreement shall be effective from February 5, 2003
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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.
8. Non-Assignability. Except as in Section 7 above, the rights, obligations, and
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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.
9. Limited Liability. Neither Xxxxxxx nor any of its consultants, other
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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 Xxxxxxx hereunder.
10. Confidentiality. Neither Xxxxxxx nor any of its consultants, other
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employees, officers, or directors shall disclose Confidential information
concerning the business, finances, or other affairs of MYRG was obtained in the
course of performing services provided for herein. The term "Confidential
Information" does not include information that: (i) is or becomes generally
available to the public other than as a result of a disclosure in violation of
this agreement or, (ii) becomes available on a non-confidential basis from a
source other than The Parties, provided that such source is not known to be
bound by a confidentiality agreement or other obligation of secrecy to either
Party.
11. Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of the State of New York without giving effect to the
conflicts of law principles thereof or actual domicile of the parties.
12. Notice. Notice hereunder shall be in writing and shall be deemed to have
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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.
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13. No other Agreements. This Agreement supersedes all prior understandings,
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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.
IN WITNESS WHEREOF, MYRG and Xxxxxxx have duly executed this Agreement as of the
day and year first above written.
Military Resale Group, Inc. Consultant
/s/ Xxxxxx X. Xxxxxx /s/ Xxxxxx Xxxxxxx
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By: Xxxxxx X. Xxxxxx, CEO By: Xxxxxx Xxxxxxx
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