EXHIBIT 10.2
CONSULTING AGREEMENT
AGREEMENT made this 28th day of July, 1999, by and between EH
Associates, LLC, a consulting firm domiciled in the State of New York
hereinafter referred to as the "Consultant", and The SL Group, Inc. whose
principal place of business is located at in East Setauket, New York hereinafter
referred to as "Company."
WHEREAS, the Company desires to engage the services of the Consultant
to perform consulting services for the Company regarding 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 July 15, 1999, and may be
terminated by either party after three years by giving ninety (90) days'
written notice to the other party at the addresses stated above or at an
address chosen subsequent to the execution of this agreement and duly
communicated to the party giving notice. This Agreement shall automatically
renew each year thereafter, 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 the Company, and the heads of the
administrative staff, at reasonable times,
concerning matters pertaining to the organization of the administrative
staff, the fiscal policies of the Company, the relationship of the Company
with its employees or with any organization representing its employees,
and, in general, the important problems of concern in the business affairs
of the Company. 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 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 $125,000 per year
during Year 1, $140,000 during Year 2 and $150,000 in Year 3 payable in
biweekly instalments. 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. 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. The compensation set forth in this Agreement
shall be adjusted if Consultant consistently devotes more than five
business days a month to serving the Company.
5. Arbitration. Any controversy or claim arising out of or relating
to this contract, or the breach 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.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement
on the 27th day of July, 1999.
"Company"
eSAFETY WORLD, INC.
Company Name
By: /s/Edward A. Heil
Chief Executive Officer
"Consultant"
EH Associates, LLC
By: /s/Edward A. Heil