CONSULTING AGREEMENT
AGREEMENT effective as of the 1st day of April, 2002, by and between
Concord Consulting Group, a consulting firm domiciled in the State of Florida
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." Consultant and Company are collectively referred to as
the "Parties"
WHEREAS, the Company desires to engage the services of the Consultant
to perform consulting services for the Company as an independent contractor and
not as an employee; and
WHEREAS, Consultant desires to consult with the Board of Directors, the
officers of the Company, and the administrative staff, and to undertake for the
Company consultation as to the direction of certain functions in said management
of;
NOW, THEREFORE, it is agreed as follows:
1. Term. The respective duties and obligations of the contracting parties
shall be for a period of five years commencing on April 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. This agreement, however, will be cancelable at the option of
Company if Consultant fails to introduce at least six clients that
engage Company in any 12 month period during the term of this
agreement. If this Agreement is terminated by Company for cause,
Consultant and its principal will be responsible to return all amounts
paid by Company to Consultant that have not been earned as of the date
of termination.
2. Consultations. Consultant shall be available to consult with the Board
of Directors, the officers of the Company, and the heads of the
administrative staff, at reasonable times, principally with respect to
assisting the Company in obtaining established companies as consulting
clients and with investor relations. It is also understood that
Consultant and its principal will offer the Company the right of first
refusal to participate in all consulting engagements in which it
becomes involved or engaged during the term of this agreement. The
terms of the participation will be negotiated on a case by case basis.
3. Liability. With regard to the services to be performed by the
Consultant pursuant to the terms of this agreement, the
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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 $100,000 per annum which
shall be earned ratably throughout the term of the agreement. The
method and timing of payments shall be subject to negotiation between
the Parties. In addition, the Company shall reimburse the Consultant
for any reasonable out of pocket expenses incurred by the Consultant
pursuant to the terms of this agreement provided that such expenses are
approved in writing prior to their incurrence. Consultant shall be paid
a bonus or success fee, as determined by the Board of Directors or the
Compensation Committee thereof, for strategic acquisitions or mergers
in which Consultant participates.
5. Governing Law. This Agreement is entered into under and shall be
governed by the laws of the state of New York, excluding
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law respecting the choice or conflicts of law.
6. Arbitration. Any controversy or claim arising out of or relating to
this contract, or the breach thereof, shall be settled
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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.
7. Entire Agreement. This Agreement contains the entire agreement
of the Parties and may be modified or amended only by
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agreement in writing, signed by the Parties.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement
on the 1st day of April, 2002.
eSAFETYWORLD, Inc.:
By:
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Concord Consulting Group:
By:
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