Exhibit 10.2

                          BUSINESS CONSULTING AGREEMENT

     This CONSULTING  AGREEMENT (the "Agreement") is made and executed September
10,  2001,  by and between OPEN DOOR  ONLINE,  INC.,  a New Jersey  corporation,
hereinafter referred to as the "Company", and W. KENNETH O'DONNELL,  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 corporate matters
     and all lawsuits as may arise. If additional counsel is required Consultant
     will hire said  counsel  and pay for them  until the value of this  700,000
     common shares is exhausted by Consultants and additional counsels time.

3.   TERM.  The term of this  Agreement  shall be from September 10, 2001, for a
     period of twelve (12) months.

4.   COMPENSATION.

     a.   Base  Salary.  In  consideration  of the  services to be  performed by
          Consultant, Consultant shall be paid the sum of SEVEN HUNDRED THOUSAND
          (700,000) shares of Company common stock, par value $.002,  payable as
          determined  by the Board of  Directors,  beginning  on the 10th day of
          September 2001.

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 Rhode Island,  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 Rhode Island 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.
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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 Rhode Island.

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 Consultant from
     any and all  lawsuits  or claims  arising  out of the  Consultant'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 Kent County, Rhode Island.

15.  COUNTERPARTS.  This Agreement may be executed in one or more  counterparts,
     all of which together shall constitute only one Agreement.
<PAGE>
     IN WITNESS WHEREOF, the parties have hereunto executed this Contract on the
dates below indicated.

                                        OPEN DOOR ONLINE, INC.,
CONSULTANT:                             a New Jersey corporation,

/s/ Kenneth O'Donnell, Esq.             By: /s/ David N. DeBaene
-----------------------------------         ------------------------------------
Kenneth O'Donnell, Esq.                     David N. DeBaene, President


Dated: September 10, 2001               ATTEST:


                                        By: /s/ Steev Panneton
                                            ------------------------------------
                                            Steev Panneton, Secretary

                                        Dated: September 10, 2001
                                              ----------------------------------


                                        (SEAL)

                                        COMPANY