AMENDED CONSULTING AGREEMENT
AGREEMENT made this 10th day of October, 2002, by and between EH
Associates, a consulting firm domiciled in the State of New York hereinafter
referred to as the "Consultant," and eSAFETYWORLD, Inc. whose principal place of
business is located at in Bohemia, New York hereinafter referred to as
"Company." Collectively, Consultant and Company are referred to as the
"Parties."
WHEREAS, the Company previously engaged the services of the Consultant
to perform consulting services for the Company for a extended term regarding as
an independent contractor and not as an employee; and
WHEREAS, Consultant desires to reduce the term of the current
consulting agreement because of the lack of success of the Company's planned
operations and the continued depletion of the Company's resources.
NOW, THEREFORE, in an effort to reduce the depletion of the Company's
cash and liquidity the parties agree as follows:
1. Term. The respective duties and obligations of the contracting parties
shall be for a period of one year commencing on November 1, 2002. This
Agreement shall automatically renew for an additional year at each
anniversary date, unless either party gives sixty (60) days written notice
to the other party of his intent not to renew for an additional period.
2. Consultations. Consultant shall be available to consult with the
Board of Directors, the officers of
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the Company, and the heads of the administrative staff, at reasonable
times, concerning matters pertaining to fulfillment of its third party
consulting agreements, fulfilling its obligations under agreements with
Blue Marble World, Inc., filing of its periodic reports with the
Securities and Exchange Commission, communication with shareholders,
collection of accounts receivable, conversion of assets to cash, cash
equivalents and liquid securities, payment and settlement of
obligations, preservation of corporate good standing, advise regarding
regulatory compliance, and advise respecting strategic alternatives for
future operations. Consultant shall not represent the Company, its
Board of Directors, its officers or any other members of the Company in
any transactions or communications nor shall Consultant make claim to do
so.
3. Liability. With regard to the services to be performed by the
Consultant pursuant to the terms of this
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agreement, the Consultant shall not be liable to the Company, or to
anyone who may claim any right due to any relationship with the
Corporation, for any acts or omissions in the performance of services on
the part of the Consultant or on the part of the agents or employees of
the Consultant, except when said acts or omissions of the Consultant
are due to willful misconduct or gross negligence. The Company shall
hold the Consultant free and harmless from any obligations, costs,
claims, judgments, attorneys' fees, and attachments arising from or
growing out of the services rendered to the Company pursuant to the
terms of this agreement or in any way connected with the rendering of
services, except when the same shall arise due to the willful misconduct
or gross negligence of the Consultant and the Consultant is adjudged to
be guilty of willful misconduct or gross negligence by a court of competent
jurisdiction.
4. Compensation. The Consultant shall receive compensation from the Company
for the performance of the services to rendered to the Company pursuant to
the terms of the agreement of not less than $150,000 per annum payable
either in advance at the beginning of each quarter or the entire per annum
fee, at the option of Consultant. In addition, the Company shall reimburse
the Consultant for all reasonable out-of-pocket expenses, including the
cost of medical insurance, incurred by the Consultant pursuant to the terms
of this agreement.
5. Arbitration. Any controversy or claim arising out of or relating
to this contract, or the breach
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thereof, shall be settled by arbitration in accordance of the rules of the
American Arbitration Association, and judgment upon the award rendered by
the arbitrator(s) shall be entered in any court having jurisdiction
thereof. For that purpose, the parties hereto consent to the jurisdiction
and venue of an appropriate court located in Suffolk County, State of
New York. In the event that litigation results from or arises out of
this Agreement or the performance thereof, the parties agree to reimburse
the prevailing party's reasonable attorney's fees, court costs, and
all other expenses, whether or not taxable by the court as costs, in
addition to any other relief to which the prevailing party may be
entitled. In such event, no action shall be entertained by said court or
any court of competent jurisdiction if filed more than one year
subsequent to the date the cause(s) of action actually accrued
regardless of whether damages were otherwise as of said time calculable.
6. Entire Agreement. This Agreement contains the entire agreement of
the Parties and may be modified or
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amended only by agreement in writing, signed by the Parties. This
Agreement supersedes all previous agreements between the Parties.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement
on the 10th day of October, 2002.
eSAFETYWORLD, Inc.:
By:
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EH Associates:
By:
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