Exhibit 10.2
BUSINESS CONSULTING AGREEMENT
This CONSULTING AGREEMENT (the "Agreement") is made and executed September
10, 2001, by and between OPEN DOOR ONLINE, INC., a New Jersey corporation,
hereinafter referred to as the "Company", and W. XXXXXXX X'XXXXXXX, hereinafter
referred to as the "Consultant".
The parties agree as follows:
1. APPOINTMENT OF CONSULTANT. Company hereby engages Consultant, and
Consultant agrees to render services to Company as legal counsel.
2. DUTIES. During the term of this Agreement, Consultant shall provide advice
to, undertake for and consult with the Company concerning corporate matters
and all lawsuits as may arise. If additional counsel is required Consultant
will hire said counsel and pay for them until the value of this 700,000
common shares is exhausted by Consultants and additional counsels time.
3. TERM. The term of this Agreement shall be from September 10, 2001, for a
period of twelve (12) months.
4. COMPENSATION.
a. Base Salary. In consideration of the services to be performed by
Consultant, Consultant shall be paid the sum of SEVEN HUNDRED THOUSAND
(700,000) shares of Company common stock, par value $.002, payable as
determined by the Board of Directors, beginning on the 10th day of
September 2001.
5. CONFIDENTIALITY. Consultant will not disclose to any other person, firm, or
corporation, nor use for his own benefit, during or after the term of this
Consulting Agreement, any trade secrets or other information designated as
confidential by Company which is acquired by Consultant in the course of
him performing services hereunder.
6. GOVERNING LAW. It is the intention of the parties hereto that this
Agreement and the performance hereunder and all suits and special
proceedings hereunder shall be construed in accordance with and under and
pursuant to the laws of the State of Rhode Island, and that in any action,
special proceeding or other proceeding that may be brought arising out of,
in connection with, or by reason of this Agreement, the laws of the State
of Rhode Island shall be applicable and shall govern to the exclusion of
the law of any other forum, without regard to the jurisdiction in which any
action or special proceeding may be instituted.
7. TERMINATION DUE TO DISCONTINUANCE OF BUSINESS. Anything herein contained to
the contrary notwithstanding, in the event that the Company shall
discontinue operating its business, then this Agreement shall terminate as
of the last day of the month in which the Company ceases operations at such
location with the same force and effect as if such last day of the month
were originally set as the termination date hereof.
8. ARBITRATION. Any controversy or claim arising out of or related to this
Agreement shall be settled by arbitration in accordance with the rules and
under the auspices of the American Arbitration Association; and any
arbitration shall be conducted in the State of Rhode Island.
9. ENTIRE AGREEMENT; MODIFICATION. This Agreement contains the entire
understanding of the parties with respect to the subject matter hereof and
supersedes all prior agreements, oral or written, and all other
communications between the parties relating to such subject matter. This
Agreement may not be amended or modified except by mutual written
agreement.
10. INDEMNIFICATION. The Company will protect and indemnify the Consultant from
any and all lawsuits or claims arising out of the Consultant's proper
performance of his duties for the Company.
11. BINDING AGREEMENT. This Agreement shall enure to the benefit of and be
binding upon the Company, its successors and assigns, and the Employee, his
heirs and personal representatives but the Employee's rights under this
contract are personal to him and shall not be subject to voluntary or
involuntary alienation, assignment or transfer.
12. SEVERABILITY. All agreements and covenants contained herein are severable,
and in the event that any of them, with the exception of those contained in
Paragraphs 1 and 4 hereof, shall be held to be invalid by any competent
court, this Contract shall be interpreted as if such invalid agreements or
covenants were not contained herein.
13. ATTORNEYS' FEES AND COSTS. In the event of any litigation arising out of
this Contract, the prevailing party shall be entitled to recover all
expenses and costs incurred, including attorney's fees.
14. VENUE. The venue of any litigation arising out of this Contract shall be
only in Kent County, Rhode Island.
15. COUNTERPARTS. This Agreement may be executed in one or more counterparts,
all of which together shall constitute only one Agreement.
IN WITNESS WHEREOF, the parties have hereunto executed this Contract on the
dates below indicated.
OPEN DOOR ONLINE, INC.,
CONSULTANT: a New Jersey corporation,
/s/ Xxxxxxx X'Xxxxxxx, Esq. By: /s/ Xxxxx X. XxXxxxx
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Xxxxxxx X'Xxxxxxx, Esq. Xxxxx X. XxXxxxx, President
Dated: September 10, 2001 ATTEST:
By: /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx, Secretary
Dated: September 10, 2001
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(SEAL)
COMPANY
