EXHIBIT 99
Consulting Agreement
THIS CONSULTING AGREEMENT, made this 14th day of December, 2000 by and between:
William R. Wheeler, an independent consultant with a principal address at 14955
Horseshoe Trace. Wellington, Florida 33414 (hereinafter the "Consultant").
And
Pacel Corp, a Virginia Corporation with it's principal place of business at 8870
Rixlew Lane, Suite 200, Manassas, Va. 20109, (hereinafter the"Company").
WITNESSETH THAT WHEREAS, Consultant is in the business of providing advice in
various business and marketing situations and creation of creative content to
clients such as the Company, and the Company is desirous of retaining the
Consultant in order to receive such advice and consulting services and the
parties hereto desire to have a formal agreement to evidence the terms and
conditions of their relationship.
NOW, THEREFORE, intending to be legally bound, and in consideration of the
mutual covenants contained herein the parties have agreed as follows:
* The Company hereby retains and employs Consultant and Consultant
hereby agrees to the retention and employment on the terms and
conditions of this consulting agreement. Consultant is an independent
contractor and none of it's employees shall become an officer,
director or employee of Company and Consultant shall be an agent of
the Company only as specifically defined herein. As used herein,
Company shall mean the named Company and all of it's subsidiaries and
affiliates
The term of this agreement shall be for the term of one year from the date shown
at the head hereof.
1. During the term of this agreement Consultant shall render creative
consulting services subject to the terms and conditions hereof. Such
services may include, but not limited to: a) assistance in developing
marketing programs for the company software, b) introduction to The
Adam Walsh Foundation for the purpose of developing a joint venture
for assisting the promotion of awareness of missing and abused
children, c) introduction to key management of I.M.G. for the purpose
of discussing mutual business relationships , d) assistance with
biometrics technology for enhancing the productivity of the product)
introduction to Power Kiosk Inc. for the purpose of expanding the
marketability of the Company's products, f) assist in procuring rights
to certain application patents that may enhance marketability of the
Company's products.
Consultant representations and warranties:
i) Consultants services are not and will not be to promote, maintain
a market for the Company's securities to the general public or in
the connection with, or related to capital raising transactions.
ii) Any compensation received herein will not be used in connection
with distribution of the Company's securities or to the general
public nor will the Consultant act as a conduit for the
distribution of such securities.
iii) Consultant is a natural person who has contracted directly with
the Company.
iv) Consultant will not provide any services in connection with any
potential restructuring of the capital of the Company
v) Consultant will not sell or resell or remit any proceeds from the
sale of shares obtained as compensation herein, back to the
Company or apply the proceeds to debts of the Company.
1. Compensation for Consultant's services shall be 2,000,000 shares of
free trading stock either pursuant to an S-8 offering, or existing
stock option plan.. Company and Consultant hereby agree additional
compensation maybe due Consultant on a project by project basis and
such compensation shall be mutually agreed upon.
2. All notices to a party shall be deemed given when mailed by registered
or certified mail to the address set forth at the beginning of this
agreement or any other address as may be substituted therefor by
notice.
3. In the absence of any specific written agreement Consultant shall be
responsible for his expenses incurred under this agreement.
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4. This agreement is the entire agreement between the parties and
supersedes negotiations, discussions, conversations and informal
understandings and any prior agreement(s) between the parties with
respect to the subject hereof. There are no representations,
warranties or other agreements except as expressed in this agreement.
No alteration, modification or waiver of terms or conditions hereof
shall be binding unless in writing and signed by both parties.
5. This agreement may not be assigned by either party, whether by
operation of law or otherwise.
6. This agreement shall be deemed to have been mutually prepared by all
parties and shall not be construed against any particular party as
draftsman.
7. It is the intent of the parties that this agreement shall be construed
and interpreted and that all questions arising thereunder shall be
determined in the accordance and with the provisions of the Laws of
the State of Virginia.
8. This agreement shall be binding upon and inure to the benefit of the
parties and their successors and assigns.
9. Any controversy, claim or dispute arising out of this Agreement or a
claimed breach thereof, that can not be resolved by negotiations,
shall be resolved by arbitration, to be held in the State of Virginia.
Failure of a party to participate or co-operate shall be grounds for
default judgement,
10. This agreement may be executed in two or more counter parts and by
facsimile any one of which me be deemed original.
IN WITNESS WHEREOF, intending to be legally bound, the parties have executed
this Consulting Agreement this 14th day of December, 2000.
PACEL Corp. WILLIAM R. WHEELER
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by: David E. Calkins CEO by: William R. Wheeler
