JD AMERICAN WORKWEAR INC
S-8, EX-10.2, 2001-01-08
MEN'S & BOYS' FURNISHGS, WORK CLOTHG, & ALLIED GARMENTS
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                                                                    Exhibit 10.2

                           BUSINESS CONSULTING AGREEMENT

     This CONSULTING AGREEMENT (the "Agreement") is made and executed December
28, 2000, by and between JD AMERICAN WORKWEAR, INC.., a Delaware corporation,
hereinafter referred to as the "Company", and RICHARD P. GREENE, ESQ.,
hereinafter referred to as the "Consultant".

The parties agree as follows:

1.   APPOINTMENT OF CONSULTANT. Company hereby engages Consultant, and
     Consultant agrees to render services to Company as legal counsel.

2.   DUTIES. During the term of this Agreement, Consultant shall provide advice
     to, undertake for and consult with the Company concerning compliance and
     opinions of counsel related to filings or rules of the U.S. Securities and
     Exchange Commission and corporate structure in connection with the
     operation of the business of the Company. Consultant agrees to provide on a
     timely basis.

3.   TERM. The term of this Agreement shall be from December 28, 2000, for a
     period of six (6) months.

4.   COMPENSATION.

     a.   Base Salary. In consideration of the services to be performed by
          Company, Consultant shall be paid the sum of FIFTEEN THOUSAND (15,000)
          of Company common stock, par value $.002, payable as determined by the
          Board of Directors, beginning on the 28th day of December 2000.

5.   CONFIDENTIALITY. Consultant will not disclose to any other person, firm, or
     corporation, nor use for his own benefit, during or after the term of this
     Consulting Agreement, any trade secrets or other information designated as
     confidential by Company which is acquired by Consultant in the course of
     him performing services hereunder.

6.   GOVERNING LAW. It is the intention of the parties hereto that this
     Agreement and the performance hereunder and all suits and special
     proceedings hereunder shall be construed in accordance with and under and
     pursuant to the laws of the State of Florida, and that in any action,
     special proceeding or other proceeding that may be brought arising out of,
     in connection with, or by reason of this Agreement, the laws of the State
     of Florida shall be applicable and shall govern to the exclusion of the law
     of any other forum, without regard to the jurisdiction in which any action
     or special proceeding may be instituted.
<PAGE>
7.   TERMINATION DUE TO DISCONTINUANCE OF BUSINESS. Anything herein contained to
     the contrary notwithstanding, in the event that the Company shall
     discontinue operating its business, then this Agreement shall terminate as
     of the last day of the month in which the Company ceases operations at such
     location with the same force and effect as if such last day of the month
     were originally set as the termination date hereof.

8.   ARBITRATION. Any controversy or claim arising out of or related to this
     Agreement shall be settled by arbitration in accordance with the rules and
     under the auspices of the American Arbitration Association; and any
     arbitration shall be conducted in the State of Florida.

9.   ENTIRE AGREEMENT; MODIFICATION. This Agreement contains the entire
     understanding of the parties with respect to the subject matter hereof and
     supersedes all prior agreements, oral or written, and all other
     communications between the parties relating to such subject matter. This
     Agreement may not be amended or modified except by mutual written
     agreement.

10.  INDEMNIFICATION. The Company will protect and indemnify the Employee from
     any and all lawsuits or claims arising out of the Employee's proper
     performance of his duties for the Company.

11.  BINDING AGREEMENT. This Agreement shall enure to the benefit of and be
     binding upon the Company, its successors and assigns, and the Employee, his
     heirs and personal representatives but the Employee's rights under this
     contract are personal to him and shall not be subject to voluntary or
     involuntary alienation, assignment or transfer.

12.  SEVERABILITY. All agreements and covenants contained herein are severable,
     and in the event that any of them, with the exception of those contained in
     Paragraphs 1 and 4 hereof, shall be held to be invalid by any competent
     court, this Contract shall be interpreted as if such invalid agreements or
     covenants were not contained herein.

13.  ATTORNEYS' FEES AND COSTS. In the event of any litigation arising out of
     this Contract, the prevailing party shall be entitled to recover all
     expenses and costs incurred, including attorney's fees.

14.  VENUE. The venue of any litigation arising out of this Contract shall be
     only in Polk County, Florida.

15.  COUNTERPARTS. This Agreement may be executed in one or more counterparts,
     all of which together shall constitute only one Agreement.

                                       2
<PAGE>
     IN WITNESS WHEREOF, the parties have hereunto executed this Contract on the
dates below indicated.

                                             JD AMERICAN WORKWEAR, INC.,
CONSULTANT:                                  a Delaware corporation,

/s/ Richard P. Greene                        By: /s/ Steven Smith
--------------------------------                --------------------------------
Richard P. Greene, Esq.                         Steven Smith, President

Dated: December 28, 2000                    ATTEST:


                                             By: /s/ Daniel L. Hefner
                                                --------------------------------
                                                Daniel L. Hefner, Secretary

                                          Dated:
                                                --------------------------------


                                     (SEAL)

                                     COMPANY

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