Exhibit
10.2 


 


CFO
CONSUL TING AGREEMENT dated as of March 11, 2021 (this “Agreement “), between Omnia Wellness (the “Company”),
and Dr. Andrew Trumbach ( the  “Consultant” ) .


 


WHEREAS,
as the Board of Directors of the Company desires to engage Consultant to provide consulting services, upon the terms and subject
to the conditions hereinafter set forth; and


 


WHEREAS,
the Consultant has agreed to provide such consulting services upon the terms and subject to the conditions hereinafter set forth.


 


NOW,
THEREFORE, in consideration of the above premises and for other good and valuable considerations, the receipt and sufficiency
of which hereby are acknowledged, the parties hereto agree as follows:


 


	1.	Independent
Consultant. The Company, through the action of its Board of Directors (the “Board”), hereby engages the Consultant,
and the Consultant will serve the Company, as a consultant. During the term of this Agreement, the Consultant will serve as the
non-employee chief financial officer (“CFO”) of the Company on a part-time basis. The Company confirms that the Consultant
has been duly elected as the CFO of the Company and will remain as an executive officer of the Company during the term of this
Agreement.
	 	 
	2.
    	Duties,
    Terms and Compensation. The Consultant’s duties, term of engagement, compensation and provisions for payment thereof are detailed
    in the attached Exhibit A, which may be amended in writing from time to time by the Consultant and agreed to by the Company,
    and which collectively are hereby incorporated by reference.
	 	 
	3.
    	Expenses.
    During the term of this agreement, the Consultant shall bill and the Company shall reimburse the Consultant for all reasonable
    and approved out-of-pocket expenses which are incurred in connection with the performance of the duties hereunder.
	 	 
	4.
    	Confidentiality.
    The Consultant acknowledges that during the engagement he will have access to and became acquainted with various trade secrets,
    inventions, innovations,  processes, information, records and specifications owned or licensed by the Company and/or
    used by the Company in connection with the operation of its business including, without limitation, the Company’s business
    and products process, methods, customer lists, accounts and procedures. The Consultant agrees that he will not disclose any
    of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this this Agreement
    or at any time thereafter, except as required in the course of this engagement with the Company. All files, records, documents,
    blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items
    relating to the business of the Company, whether prepared by the Consultant or otherwise coming into his possession, shall
    remain the exclusive property of the Company. The Consultant shall not retain any copies of the foregoing the Company’s prior
    written permission. Upon the expiration or earlier termination of this Agreement, or whenever requested by the Company, the
    Consultant shall immediately deliver to the Company all such files, records, documents, specifications, information, and other
    items in his possession or under his control.


 




    	 



     


    




 


	5.	Conflicts
of Interest; Non-hire Provision. The Consultant represents that he is free to enter into this Agreement, and that this engagement
does not violate the terms of any agreement between the Consultant and any third party. Further, the Consultant, in rendering
his duties shall not utilize any invention, discovery, development, improvement, innovation, or trade sacred in which he does
not have a proprietary interest. During the term of this agreement, the Consultant shall devote as much of his productive time,
energy, and abilities to the performance of his duties hereunder as is necessary to perform the required duties in a timely and
productive manner. The Consultant is expressly free to perform services for other parties while performing services for the Company.
	 	 
	6.
    	Indemnification
    and D&O Insurance: The Company agrees to defend, indemnify (including, without limitation, by providing for the advancement
    of expenses and reasonable attorney’s fees) and hold harmless the Consultant for any and all acts taken or omitted to be taken
    by the Consultant hereunder (except for bad faith, gross negligence or willful misconduct) as if the Consultant was an officer
    of the Company as provided in the charter and bylaws of the Company in accordance with the same terms, conditions, limitations,
    standards, duties, rights, and obligations as an officer. The provisions of this Section shall survive any termination of
    this Agreement. In addition, until the (5) year anniversary of the termination or expiration of this Agreement, The Company
    shall maintain in effect liability insurance coverage for the Consultant (as an insured person) with respect to his service
    under this Agreement, on the same or more favorable terms and conditions (from the perspective of the Consultant) as under
    the liability insurance policies of the Company in effect as of the date of this Agreement.
	 	 
	7.
    	Merger.
    This Agreement shall not be terminated by the merger or consolidation of the Company into or with any other entity.
	 	 
	8.
    	Termination.
    The Company may terminate this Agreement at any time by 30 days’ written notice to the Consultant.
	 	 
	9.
    	Independent
    Consultant. This Agreement shall not render the Consultant an employee, partner, agent of, or joint venturer with the Company
    for any purpose. The Consultant is and will remain an independent Consultant in his relationship to the Company. The Company
    shall not be responsible for withholding taxes with respect to the Consultant’s compensation hereunder. The Consultant shall
    have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security,
    worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.
	 	 
	10.
    	Successors
    and Assigns. All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto
    and their respective heirs, if any, successors, and assigns.


 




    	 



     


    

 


	11.
    	Choice
    of Law. The laws of the state of Florida shall govern the validity of this Agreement, the construction of its terms and the
    interpretation of the rights and duties of the parties hereto.
	 	 
	12.
    	Arbitration.
    Any controversies arising out of the terms of this Agreement or its  interpretation shall be settled in Fort Lauderdale,
    Florida in accordance with the rules of the American Arbitration Association, and the judgment upon award may be entered in
    any court having jurisdiction thereof.
	 	 
	13.	 Headings.
    Section headings are not to be considered a pert of this Agreement and are not intended to be a full and accurate description
    of the content hereof.
	 	 
	14.
    	Waiver.
    Waiver by one [party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as
    a continuing waiver.
	 	 
	15.
    	Assignment.
    The Consultant shall not assign any of his rights under this Agreement, or delegate the performance of any of his duties hereunder,
    without the prior written consent of the Company.
	 	 
	16.
    	Notices.
    Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing
    and shall be validly given or made to another party if personally served, or if deposited in the United States mail, certified
    or registered, postage prepaid, return receipt requested. If such notice or demand is served personally, notice shall be deemed
    constructively made at time of such personal service. If such notice, demand or other communication is given by mail, such
    notice shall be conclusively deemed given five days after deposit thereof in the United States mail addressed to the party
    to whom such notice, demand or other communication is to be given as follows:


 


	 	If
    to the Consultant: 	Andrew
    Trumbach
	 	 	4405
    Peters Road
	 	 	Plantation,
    Fl 33317
	 	 	andrew@trumbach.com
	 	If
    to the Company: 	  Omnia
    Wellness
	 	 	Attn:
    Steve Howe
	 	 	 showe@solajet.com


 


	Any
    party hereto may change its address for purposes of this paragraph by written notice given in manner provided above.
	 
	17.
    	Modification
or Amendment. No amendment, change or modification of this Agreement shall be valid unless is writing signed by the parties hereto.
	 	 
	18.	Entire
Understanding. This document and any exhibit attached constitute to entire understanding and agreement of the parties and any
and all prior agreements, understandings, and representations, are hereby terminated and canceled in their entirety and are of
no further force and effect.
	 	 
	19. 	Unenforceability
    of Provisions. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the
     reminder of this Agreement shall nevertheless remain in full force and effect.


 




    	 



     


    

 


IN
WHITNESS WHEROF the undersigned have executed this Agreement as of the day and year first written above. The parties hereto agree
that facsimile signatures shall be as effective as if originals.


 


	Andrew Trumbach	 	 
	By:	/s/
    Andrew Trumbach	 	Date:
	 	 	 	 
	/s/
    Steve Howe	 	Date:
	Steve Howe	 	 
	Director	 	 
	Omnia Wellness	 	 


 




    	 



     


    

 


SCHEDULE
A


 


DUTIES:
The Consultant will perform all duties typically required of a Chief Financial Officer, including, but not limited to accounting
oversight, preparation of quarterly and annual financial statements to be filed with the SEC, filings required on Forms 8-K and
such other filings as may be required and coordination with the Company’s independent public accountants and attorneys with respect
to quarterly reviews and annual audits.


 


He
will report directly to the President and CEO and to any other party designated by Steve Howe in connection with the performance
of the duties under this Agreement and shall fulfill any other duties reasonably requested by the Company and agreed to by the
Consultant.


 


TERM:
This engagement shall commence upon execution of this Agreement and shall continue in full force and effect for a period of one
year. The agreement may only be extended thereafter by mutual agreement, unless terminated ear1ier by operation of and in accordance
with this Agreement.


 


COMPENSATION:
As compensation for the services rendered pursuant to this Agreement, Company shall pay Consultant an initial $2000 per month
effective at the start of the agreement. This amount will be reviewed in 30 days and adjusted based on the amount of back work
or other projects that may have to be completed outside the normal scope contemplated by this agreement.