CONSULTING AGREEMENT
AGREEMENT made this 15th day of January, 2002, by and between
Adirondack Capital, LLC, a consulting firm domiciled in the State of Connecticut
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."
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 three years commencing on January 15, 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 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. It is understood that all substantive
work performed by Consultant will be performed by or supervised by K. Ivan
F. Gothner.
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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 $120,000 per annum 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.
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
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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 15th day of January, 2002.
eSAFETYWORLD, Inc.:
By:
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Adirondack Capital, LLC:
By:
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