EX-10.2 4 ex10_2.txt CONSULTING AGREEMENT OF RICHARD GREENE, ESQ 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. 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 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 3