Exhibit 10.2
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into this 31th
day of October 2000 is by and amongst
<PAGE>
TrimFast Group, Inc. (the "Company") and Jeffrey Klein, P.A.
(The "Consultant").
WHEREAS, Consultant is skilled in providing legal
services, and has provided legal services to Company in the
past;
WHEREAS, the Company desires to continue to engage
Consultant to continue to provide legal services; and
NOW THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration receipt whereof is hereby
acknowledged it is agreed.
1. The Company hereby engages the Consultant and the Consultant hereby
accepts this engagement on a non- exclusive basis pursuant to the terms and
conditions of this Consulting Agreement for a term commencing November 1, 2000
and ending December 31, 2000.
2. Consultant shall review and consult with management on proposed
contractual agreements presented to the Consultant during the term of this
Agreement. Consultant will be available on an "As Needed" basis as to the
structure and operations of any of its subsidiaries.
3. In order to assist Consultant with his duties, the Company will
provide Consultant with such information, as may be required by Consultant.
Company will make available to Consultant copies of all material agreements,
notice of pending or threatened litigation and notice of all proposed press
releases
4. In consideration of the services to be provided, Consultant shall
receive a fee equal to 8,000 shares of the Company's common stock.
5. The Company will register these shares pursuant to
a registration statement on Form S-8.
6. During the term of this Agreement, each party may have access to
trade secrets, know how, formulae, customer and price lists all of which are
valuable, special, proprietary and unique assets of each. The parties agree
<PAGE>
that all knowledge and information which each other shall acquire during the
term of this Agreement shall be held in trust and in a fiduciary capacity for
the sole benefit of the other party, its successors and assigns, and each agrees
not to publish or divulge either during the term of this Agreement or subsequent
thereto, knowledge of any technical or confidential information acquired during
their term of this Agreement.
At the termination of this Agreement, or at any other time either party
may request the other party to deliver to the other, without retaining any
copies, notes or excerpts thereof, all memoranda, diaries, notes, records,
plans, specifications, formulae or other documents relating to, directly or
indirectly, to any confidential information made or compiled by, or delivered or
made available to or otherwise obtained by the respective parties. However, the
foregoing provision shall not prohibit Consultant from engaging in any work at
any time following his termination of this Agreement which does not conflict
with the terms of this Agreement.
7. Except as otherwise provided herein, any notice or other
communication to any party pursuant to or relating to this Agreement and the
transactions provided for herein shall be deemed to have been given or delivered
when deposited in the United States Mail, registered or certified, and with
proper postage and registration or certification fees prepaid, addressed at
their principal place of business or to such other address as may be designated
by either party in writing.
8. This Agreement shall be governed by and interpreted pursuant to the
laws of the state of Florida. By entering into this Agreement, the parties agree
to the jurisdiction of the Florida courts with venue in Palm Beach, County
Florida. In the event of any breach of this Agreement, the prevailing party
shall be entitled to recover all costs including reasonable attorney's fees.
<PAGE>
9. This Agreement may be executed in any number of counterparts, each
of which when so executed an delivered shall be deemed an original, and it shall
not be necessary, in making proof of this Agreement to produce or account for
more than one counterpart.
IN WITNESS WHEREOF, the parties hereto have subscribed their hands an
seals the day and year first above written.
CONSULTANT: COMPANY:
TRIMFAST GROUP, INC.
/S/JEFFREY KLEIN /S/ MICHAEL MUZIO
---------------- --------------------------
JEFFREY KLEIN BY: MICHAEL MUZIO, PRES
