EXHIBIT 10.2

                          SELLING STOCKHOLDER AGREEMENT

       THIS SELLING  STOCKHOLDER  AGREEMENT  is made this 5th day of  September,
2001 (the "Agreement") by and between Mark A. DiSalvo  (hereinafter  referred to
as the "Selling Stockholder") and GUMP & COMPANY, INC., a Delaware corporation.

                              W I T N E S S E T H:
                              --------------------

       WHEREAS, the Company has filed a registration statement on Form SB-2 with
the  Securities  and  Exchange  Commission  (the  "Commission")  which  includes
1,000,000 shares of the Company's common stock owned by Selling Stockholder; and

       WHEREAS,  the Company  and Selling  Stockholder  are  entering  into this
Agreement to set the rights,  duties and  obligations of the Company and Selling
Stockholder in connection with the Registration Statement.

       NOW,  THEREFORE,  for good and  valuable  consideration,  the receipt and
sufficiency of which is hereby acknowledged,  the parties hereto hereby agree as
follows:

       1.     Definitions.  As used in this Agreement, the following terms shall
have the meaning set forth below:

              (a)    "Commission"  shall mean the United States  Securities  and
       Exchange Commission or any other federal agency at the time administering
       the Securities Act.

              (b)    "Common Stock" shall mean the Company's  common stock,  par
       value $0.01 per share.

              (c)    "Company"  shall  mean Gump &  Company,  Inc.,  a  Delaware
       corporation.

              (d)    "Exchange  Act" shall mean the  Securities  Exchange Act of
       1934,  as amended,  or any  similar  federal  statute,  and the rules and
       regulations  of the  Commission  hereunder,  all as the same  shall be in
       effect at the time.

              (e)    "Indemnifying Party" shall have the meaning as set forth in
       Section 5 of the Agreement.

              (f)    "Person"  shall  mean  an  individual,  a  corporation,   a
       partnership,  a limited liability  company,  a joint venture, a trust, an
       estate,  an unincorporated  organization,  a government and any agency or
       political subdivision thereof.

              (g)    "Registration Expenses" shall mean all expenses incurred in
       effecting  the   registration,   including,   without   limitation,   all
       registration and filing fees,  printing expenses,  fees and disbursements
       of counsel for the Company,  underwriting expenses, broker commissions or
       discounts,  expenses of any Company audits incident to or required by any
       such  registration  and Company expenses of complying with the securities
       or blue sky laws of any  jurisdictions  (including fees and disbursements
       of counsel and other agents for the Selling Stockholder).

              (h)    "Registrable  Securities" means those Securities identified
       on  Schedule  A hereto  to be  included  in the  registration  statement.
       Registrable  Securities shall not include  securities which can be freely
       sold to the public in the United States  without  registration  under the
       Securities  Act. To the extent any securities may be sold pursuant to the
       provisions of Rule 144(k) under the Securities Act, such securities shall
       be deemed capable of being "freely sold to the public" within the meaning
       of this subsection.


EXHIBIT 10.2 - Page 1
<PAGE>

              (i)    "Securities  Act" shall mean the Securities Act of 1933, as
       amended.

       2.     Registration.

              (a)    Effective  Registration.  The Company hereby agrees to file
       as soon as practicable or as soon as reasonably practicable, an amendment
       to its  registration  statement  on Form SB-2  which  was filed  with the
       Commission  on July  13,  2001  with  respect  to all of the  Registrable
       Securities   (the   "Registration").   The  Company  agrees  to  use  its
       commercially   reasonable  efforts  to  have  the  Registration  declared
       effective as soon as reasonably practicable after such filing and to keep
       the  Registration  continuously  effective  (i) for a  period  of 90 days
       following the date on which the Registration is declared effective by the
       Commission  or (ii)  until all  Registrable  Securities  included  in the
       Registration  have been sold by the Selling  Stockholder  pursuant to the
       Registration or (iii) until such  Registrable  Securities can be publicly
       offered and sold  without  registration  under Rule 144(k) or  otherwise,
       whichever is earlier.

              (b)    Plan   of   Distribution.   Upon   effectiveness   of   the
       Registration,  the  Registrable  Securities may be offered by the Selling
       Stockholder  from time to time in open  market  transactions  (which  may
       include  block  transactions),  or  in  private  transactions  at  prices
       relating to prevailing market prices or at negotiated prices. The Selling
       Stockholder  may  effect  such   transactions   by  selling   Registrable
       Securities  to or through  broker-dealers,  and such  broker-dealers  may
       receive compensation in the form of discounts, concessions or commissions
       from  the  Selling  Stockholder  and/or  the  purchasers  of  Registrable
       Securities for whom such  broker-dealers may act as agent or to whom they
       sell  as  principal  or  both  (which  compensation  as  to a  particular
       broker-dealer might be in excess of customary  commissions).  The Selling
       Stockholder and any  broker-dealer  acting in connection with the sale of
       the Registrable  Securities  offered under the Registration may be deemed
       to be  "underwriters"  within the meaning of the Securities Act, in which
       event any discounts,  concessions or commissions  received by them, which
       are not expected to exceed those  customary in the types of  transactions
       involved, or any profit on resales of the Registrable Securities by them,
       may be deemed  to be  underwriting  commissions  or  discounts  under the
       Securities Act.

       3.     Registration Procedures.

              (a)    The Company will use its commercially reasonable efforts to
       cause the  Registration  to become  effective as quickly as  practicable,
       and, in  connection  therewith,  the  Company  will as  expeditiously  as
       possible:

                     (i)    notify the  Selling  Stockholder  at any time when a
              prospectus  relating to the Registrable  Securities is required to
              be delivered  under the  Securities  Act, of the  happening of any
              event  as a  result  of  which  the  prospectus  included  in such
              registration  statement contains an untrue statement of a material
              fact or omits to state any fact required to be stated  therein and
              file  promptly an  appropriate  supplement  or  amendment  to such
              prospectus correcting any material misstatement or omission;

                     (ii)   prepare and file with the  Commission a registration
              statement with respect to such Registrable  Securities and prepare
              and file with the Commission  such  amendments and  post-effective
              amendments  to the  registration  statement as may be necessary to
              keep  the  registration  on  Form  SB-2  effective  for 90 days to
              complete the proposed  distribution;  cause the  prospectus  to be
              supplemented  by any  required  prospectus  supplement,  and as so
              supplemented to be filed pursuant to Rule 424 under the Securities
              Act, and to comply fully with the  applicable  provisions of Rules
              424 and 430A  under the  Securities  Act in a timely  manner;  and
              comply with the  provisions of the  Securities Act with respect to
              the  disposition  of all securities  covered by such  registration
              statement  during the  applicable  period in  accordance  with the
              intended  method or methods of  distribution by the seller thereof
              set forth in such  registration  statement  or  supplement  to the
              prospectus;



EXHIBIT 10.2 - Page 2
<PAGE>

                     (iii)  advise the  Selling  Stockholder  promptly  and,  if
              requested  by any  Selling  Stockholder,  confirm  such  advice in
              writing,  (A) when the prospectus or any prospectus  supplement or
              post-effective  amendment has been filed, and, with respect to the
              registration  statement or any  post-effective  amendment thereto,
              when the same has  become  effective,  (B) of any  request  by the
              Commission  for  amendments  to  the  registration   statement  or
              amendments or  supplements  to the  prospectus  or for  additional
              information   relating  thereto,   (C)  of  the  issuance  by  the
              Commission of any stop order  suspending the  effectiveness of the
              registration   statement  under  the  Securities  Act  or  of  the
              suspension by any state securities commission of the qualification
              of  the  Registrable  Securities  for  offering  or  sale  in  any
              jurisdiction,  or the  initiation of any proceeding for any of the
              preceding  purposes,  (D) of the  existence  of  any  fact  or the
              happening of any event that makes any statement of a material fact
              made in the registration statement, the prospectus,  any amendment
              or supplement thereto,  or any document  incorporated by reference
              therein untrue, or that requires the making of any additions to or
              changes in the  registration  statement or the prospectus in order
              to make the statements therein not misleading.  If at any time the
              Commission shall issue any stop order suspending the effectiveness
              of the registration  statement or any state securities  commission
              or other regulatory  authority shall issue an order suspending the
              qualification  or exemption from  qualification of the Registrable
              Securities  under state  securities or blue sky laws,  the Company
              shall use its  reasonable  efforts  to obtain  the  withdrawal  or
              lifting of such order at the earliest possible time;

                     (iv)   furnish to the  Selling  Stockholder  before  filing
              with the Commission,  copies of the registration  statement or any
              prospectus  included  therein or any  amendments or supplements to
              any such  registration  statement  or  prospectus  (including  all
              documents  incorporated  by reference  after the initial filing of
              such   registration   statement)  and  consult  with  the  Selling
              Stockholder prior to the filing of such registration  statement or
              prospectus;

                     (v)    if requested by any Selling Stockholder, incorporate
              in  the  registration  statement  or  prospectus,  pursuant  to  a
              supplement  or   post-effective   amendment  if  necessary,   such
              information as such Selling  Stockholder may reasonably request to
              have included  therein,  with respect to the number of Registrable
              Securities  being sold, the purchase price being paid therefor and
              any other terms of the offering of the  Registrable  Securities to
              be sold in such  offering  and make all  required  filings of such
              prospectus  supplement  or  post-effective  amendment  as  soon as
              practicable  after the  Company is  notified  of the matters to be
              incorporated  in  such  prospectus  supplement  or  post-effective
              amendment;

                     (vi)   furnish to the Selling Stockholder without charge at
              least one copy of the  registration  statement as first filed with
              the  Commission  and of  each  amendment  thereto,  including  all
              documents and all exhibits incorporated therein by reference.

                     (vii)  deliver to the Selling Stockholder without charge as
              many  copies  of  the  prospectus   (including  each   preliminary
              prospectus) and any amendment or supplement thereto as the Selling
              Stockholder reasonably may request. The Company hereby consents to
              the use of the prospectus and any amendment or supplement  thereto
              by the Selling  Stockholder,  in connection  with the offering and
              the sale of the Registrable  Securities  covered by the prospectus
              or any amendment or supplement thereto;



EXHIBIT 10.2 - Page 3
<PAGE>

                     (viii) register  or  qualify  the  Registrable  Securities,
              prior to any public offering of Registrable Securities,  under the
              securities or blue sky laws of such  jurisdictions  as the Selling
              Stockholder  may reasonably  request and do any and all other acts
              or  things  reasonably   necessary  or  advisable  to  enable  the
              disposition in such  jurisdictions  of the Registrable  Securities
              covered by the registration statement; provided, however, that the
              Company  shall not be required to register or qualify as a foreign
              corporation where it is not now so qualified or to take any action
              that  would  subject  it to the  service of process in suits or to
              taxation,  other than as to matters and  transactions  relating to
              the registration  statement,  in any jurisdiction  where it is not
              now so subject;

                     (ix)   cooperate with the Selling Stockholder to facilitate
              the timely  preparation and delivery of certificates  representing
              Registrable  Securities to be sold and not bearing any restrictive
              legends;  and enable  such  Registrable  Securities  to be in such
              denominations   and  registered  in  such  names  as  the  Selling
              Stockholder or any underwriter may reasonably request prior to any
              sale of Registrable Securities;

                     (x)    cause the  Registrable  Securities  covered  by such
              registration  statement to be registered  with or approved by such
              other governmental  agencies or authorities as may be necessary by
              virtue of the business and operations of the Company to enable the
              Selling   Stockholder  to  consummate   the   disposition  of  the
              Registrable Securities;

                     (xi)   enter into such customary  agreements  (including an
              underwriting  agreement in customary form) in order to expedite or
              facilitate the disposition of such  Registrable  Securities by the
              Selling Stockholder;

                     (xii)  make   available  for   inspection  by  the  Selling
              Stockholder,  any  underwriter  participating  in any  disposition
              pursuant  to  such  registration  statement,   and  any  attorney,
              accountant or other agent  retained by the Selling  Stockholder or
              underwriter  (collectively,  the "Inspectors"),  all financial and
              other records, pertinent corporate documents and properties of the
              Company  (collectively,  the  "Records"),  as shall be  reasonably
              necessary  to  enable  them  to  exercise   their  due   diligence
              responsibility,  and cause the Company's  officers,  directors and
              employees to supply all  information  reasonably  requested by any
              such  Inspector in connection  with such  registration  statement;
              provided that records which the Company determines, in good faith,
              to be  confidential  and  which it  notifies  the  Inspectors  are
              confidential  shall not be disclosed by the Inspectors  unless (i)
              the  disclosure of such Records is necessary to avoid or correct a
              misstatement or omission in the registration statement or (ii) the
              release of such Records is ordered pursuant to a subpoena or other
              order from a court of competent jurisdiction;  provided,  further,
              the Selling  Stockholder  agrees that he will,  upon learning that
              disclosure  of such  Records  is  sought  in a court of  competent
              jurisdiction, give notice to the Company and allow the Company, at
              his  expense,  to  undertake  appropriate  action  and to  prevent
              disclosure of the Records deemed confidential; and

                     (xiii) use its  reasonable  efforts to take all other steps
              necessary to effect the registration of the Registrable Securities
              contemplated hereby.

              (b)    Selling  Stockholder  agrees to furnish to the Company such
       information  regarding the Selling  Stockholder  and the  distribution of
       such  Registrable  Securities  as requested by the Company and such other
       information as the Company may from time to time reasonably request,  and
       Selling  Stockholder  shall promptly advise the Company in writing of any
       material   changes  in  the   information  so  supplied  by  the  Selling
       Stockholder.


EXHIBIT 10.2 - Page 4
<PAGE>

              (c)    Selling  Stockholder agrees that upon receipt of any notice
       from the Company of the  happening of any event of the kind  described in
       Section  3(a)(i)   hereof,   the  Selling   Stockholder   will  forthwith
       discontinue   disposition  of  Registrable  Securities  pursuant  to  the
       registration  statement  covering such  Registrable  Securities until the
       Selling  Stockholder's  receipt  of the  copies  of the  supplemented  or
       amended  prospectus  contemplated  by Section  3(a)(i)  hereof and, if so
       directed by the  Company,  the Selling  Stockholder  will  deliver to the
       Company all copies,  other than permanent file copies then in the Selling
       Stockholder's  possession,  of the prospectus  covering such  Registrable
       Securities  current at the time of receipt of such  notice.  In the event
       the Company  shall give any such  notice,  the Company  shall  extend the
       period  during  which such  registration  statement  shall be  maintained
       effective  pursuant  to this  Agreement  by the number of days during the
       period from and including the date of the giving of such notice  pursuant
       to Section  3(a)(i)  hereof to and  including  the date when the  Selling
       Stockholder  shall  have been  sent the  copies  of the  supplemented  or
       amended prospectus contemplated by Section 3(a)(i) hereof.

              (d)    The Selling Stockholder agrees that he will comply with the
       applicable  provisions of the Exchange Act and the rules and  regulations
       promulgated   thereunder  in  connection  with  the  disposition  of  the
       Registrable Securities covered by the registration statement,  including,
       as  applicable,  the timely  filing of  reports  with the  Commission  as
       required under Sections 13 and 16 of the Exchange Act (Schedule 13D, Form
       3, Form 4, etc.).

       4.     Expenses.  All expenses incident to the Company's  performance of,
or compliance with, this Agreement including the fees and expenses of counsel to
the Selling  Stockholder and special experts retained by the Selling Stockholder
in  connection  with  the   registration  of  the  Registrable   Securities  and
underwriting  discounts and commissions  and brokerage fees  attributable to the
sale  of  Registrable   Securities  and  including,   without  limitation,   all
registration and filing fees, fees and expenses of compliance with securities or
"blue sky" laws (including fees and disbursements of registrations or exemptions
of the Registrable Securities); the fees and expenses associated with any filing
with the  National  Association  of  Securities  Dealers,  Inc.;  messenger  and
delivery  expenses;  fees  and  expenses  of  counsel  for the  Company  and its
independent certified public accountants  (including the expenses of any special
audit or "cold comfort"  letters  required by or incident to such  performance);
and the fees and  expenses  of any  special  experts  retained by the Company in
connection  with  such  registration  (all such  expenses  being  herein  called
"Registration Expenses"), shall be borne by the Selling Stockholder.

       5.     Indemnification and Contribution.

              (a)    The  Company  agrees to  indemnify  and hold  harmless  the
       Selling Stockholder from and against any and all losses, claims, damages,
       liabilities  and  expenses  arising  out  of or  based  upon  any  untrue
       statement or alleged untrue statement of a material fact contained in any
       registration  statement or  prospectus  (or any  amendment or  supplement
       thereto),  or  arising  out of or based  upon  any  omission  or  alleged
       omission to state therein a material  fact required to be stated  therein
       or  necessary  to make the  statements  therein  not  misleading,  except
       insofar as such losses,  claims,  damages,  liabilities or expenses arise
       out of, or are based upon,  any untrue  statement  or omission or alleged
       untrue  statement  or  omission  which has been made  therein  or omitted
       therefrom  in  reliance  upon  and in  conformity  with  the  information
       relating to the Selling  Stockholder  furnished in writing to the Company
       by the Selling Stockholder expressly for use in connection therewith.

              (b)    If any action,  suit or proceeding shall be brought against
       the  Selling  Stockholder  in  respect of which  indemnity  may be sought
       against the Company,  the Selling  Stockholder  shall promptly notify the
       parties against whom  indemnification  is being sought  (collectively the
       "Indemnifying  Parties"  and  each an  "Indemnifying  Party"),  and  such
       Indemnifying  Parties  shall assume the defense  thereof,  including  the
       employment  of counsel  and payment of all fees and  expenses;  provided,
       however,  that  failure  to so notify  an  Indemnifying  Party  shall not
       relieve  such  Indemnifying  Party from any  liability  unless and to the
       extent  it is  prejudiced  as a  result  of  such  failure.  The  Selling
       Stockholder  shall have the right to employ separate  counsel in any such
       action, suit or proceeding and to participate in the defense thereof, but
       the fees and  expenses  of such  counsel  shall be at the  expense of the


EXHIBIT 10.2 - Page 5
<PAGE>

       Selling  Stockholder  unless (i) the Indemnifying  Parties have agreed in
       writing to pay such fees and expenses, (ii) the Indemnifying Parties have
       failed to assume  the  defense  and  employ  counsel,  or (iii) the named
       parties to any such action,  suit or proceeding  (including any impleaded
       parties)  include the  Selling  Stockholder  and the Selling  Stockholder
       shall have been advised in writing by its counsel that  representation of
       such  indemnified  party and any  Indemnifying  Party by the same counsel
       would be inappropriate under applicable standards of professional conduct
       (whether  or  not  such  representation  by the  same  counsel  has  been
       proposed) due to actual or potential differing interests between them (in
       which case the Indemnifying  Party shall not have the right to assume the
       defense  of such  action,  suit or  proceeding  on behalf of the  Selling
       Stockholder).  It is understood,  however,  that the Indemnifying Parties
       shall,  in  connection  with any one such action,  suit or  proceeding or
       separate  but  substantially   similar  or  related  actions,   suits  or
       proceedings  in the same  jurisdiction  arising  out of the same  general
       allegations  or  circumstances,  be liable  for the  reasonable  fees and
       expenses of only one separate firm of attorneys (in addition to any local
       counsel) at any time for the  Selling  Stockholder  not having  actual or
       potential  differing  interests with the remaining Selling Stockholder or
       among  themselves,  which  firm  shall be  designated  in  writing by the
       Selling  Stockholder,  and  that  all such  fees  and  expenses  shall be
       reimbursed as they are incurred.  The  Indemnifying  Parties shall not be
       liable for any settlement of any such action, suit or proceeding effected
       without their written consent,  but if settled with such written consent,
       or if there be a final  judgment  for the  plaintiff  in any such action,
       suit or proceeding,  the Indemnifying Parties agree to indemnify and hold
       harmless the Selling Stockholder, to the extent provided in paragraph (a)
       hereof, from and against any loss, claim, damage, liability or expense by
       reason of such settlement or judgment.

              (c)    The  Selling  Stockholder  agrees  to  indemnify  and  hold
       harmless the Company, and its directors and officers,  and any Person who
       controls the Company  within the meaning of Section 15 of the  Securities
       Act or Section 20 of the Exchange Act to the same extent as the indemnity
       from the Company to the Selling  Stockholder  set forth in paragraph  (a)
       hereof,  but only with  respect to  information  relating  to the Selling
       Stockholder  furnished  in  writing  by  or  on  behalf  of  the  Selling
       Stockholder   expressly  for  use  in  the   registration   statement  or
       prospectus;  provided,  however that the Selling Stockholder shall not be
       liable  for any  claims  hereunder  in an  amount  in  excess  of the net
       proceeds  received  by the  Selling  Stockholder  from  the  sale  of the
       Registrable  Securities  pursuant to the registration  statement.  If any
       action,  suit or proceeding shall be brought against the Company,  any of
       its directors or officers,  or any such  controlling  Person based on the
       registration  statement or prospectus,  and in respect of which indemnity
       may be sought  against a Selling  Stockholder  pursuant to this paragraph
       (c),  the Selling  Stockholder  shall have the rights and duties given to
       the Company by paragraph (b) above (except that if the Company shall have
       assumed the defense thereof the Selling Stockholder shall not be required
       to do so, but may employ separate  counsel therein and participate in the
       defense  thereof,  but the fees and expenses of such counsel  shall be at
       the expense of the Selling  Stockholder),  and the Company, its directors
       and officers,  and any such controlling  Person shall have the rights and
       duties given to the Selling Stockholder by paragraph (b) above.

              (d)    If the  indemnification  provided  for in this Section 5 is
       unavailable  (except  if  inapplicable  according  to  its  terms)  to an
       indemnified  party under  paragraphs  (a) or (c) hereof in respect of any
       losses,  claims,  damages,  liabilities or expenses  referred to therein,
       then an  Indemnifying  Party, in lieu of  indemnifying  such  indemnified
       party, shall contribute to the amount paid or payable by such indemnified
       party  as a  result  of such  losses,  claims,  damages,  liabilities  or
       expenses (i) in such proportion as is appropriate to reflect the relative
       benefits  received  by the  Company,  on the one  hand,  and the  Selling
       Stockholder, on the other hand, from their sale of Registrable Securities
       (it being  expressly  understood and agreed that the Company will receive
       no proceeds from the sale of the Registrable Securities),  or (ii) if the
       allocation  provided by clause (i) above is not  permitted by  applicable


EXHIBIT 10.2 - Page 6
<PAGE>

       law,  in such  proportion  as is  appropriate  to  reflect  not  only the
       relative  benefits  referred to in clause (i) above but also the relative
       fault of the Company,  on the one hand, and the Selling  Stockholder,  on
       the other hand,  in  connection  with the  statements  or omissions  that
       resulted in such losses,  claims,  damages,  liabilities or expenses,  as
       well as any other relevant equitable  considerations.  The relative fault
       of the Company, on the one hand, and that of the Selling Stockholder,  on
       the other hand,  shall be determined by reference to, among other things,
       whether the untrue or alleged untrue  statement of a material fact or the
       omission  or  alleged  omission  to  state a  material  fact  relates  to
       information  supplied by the Company,  on the one hand, or by the Selling
       Stockholder,  on the  other  hand,  and  the  parties'  relative  intent,
       knowledge,  access to information  and  opportunity to correct or prevent
       such statement or omission.

              (e)    The Company and the Selling Stockholder agree that it would
       not be just and equitable if contribution pursuant to this Section 5 were
       determined by a pro rata  allocation or by any other method of allocation
       that does not take account of the equitable considerations referred to in
       paragraph (d) above.  The amount paid or payable by an indemnified  party
       as a result of the losses,  claims,  damages,  liabilities  and  expenses
       referred to in paragraph (d) above shall be deemed to include, subject to
       the limitations set forth above,  any legal or other expenses  reasonably
       incurred by such indemnified  party in connection with  investigating any
       claim or defending any such action,  suit or proceeding.  Notwithstanding
       the  provisions of this Section 5, the Selling  Stockholder  shall not be
       required  to  contribute  any amount in excess of the amount by which the
       net  proceeds  received  by  him  in  connection  with  the  sale  of the
       Registrable  Securities  exceeds  the  amount  of any  damages  which the
       Selling  Stockholder has otherwise been required to pay by reason of such
       untrue or alleged untrue  statement or omission or alleged  omission.  No
       person  guilty of  fraudulent  misrepresentation  (within  the meaning of
       Section 11(f) of the  Securities  Act) shall be entitled to  contribution
       from any person who was not guilty of such fraudulent misrepresentation.

              (f)    The indemnity and contribution agreements contained in this
       Section 5 and the representations and warranties of the Company set forth
       in this  Agreement  shall remain  operative and in full force and effect,
       regardless  of any  investigation  made by or on  behalf  of the  Selling
       Stockholder  or the  Company,  its  directors  or  officers or any Person
       controlling the Company. A successor to a Selling Stockholder,  or to the
       Company,  its directors or officers or any Person controlling the Company
       shall be entitled  to the  benefits of the  indemnity,  contribution  and
       reimbursement agreements contained in this Section 5.

              (g)    No  Indemnifying  Party  shall,  without the prior  written
       consent of the indemnified party, effect any settlement of any pending or
       threatened action, suit or proceeding in respect of which any indemnified
       party is or could have been a party and indemnity  could have been sought
       hereunder by such indemnified party,  unless such settlement  includes an
       unconditional  release of such  indemnified  party from all  liability on
       claims that are the subject matter of such action, suit or proceeding.

       6.     Miscellaneous.

              (a)    Assignment.  This  Agreement  may not be assigned by any of
       the parties hereto.

              (b)    Entire  Agreement.  This Agreement,  including all exhibits
       and other  instruments  or  documents  referred  to  herein or  delivered
       pursuant   hereto  which  form  a  part   hereof,   contains  the  entire
       understanding  of the  parties  hereto in respect of the  subject  matter
       contained herein.  There are no  representations,  warranties,  promises,
       covenants or undertakings  other than those expressly set forth herein or
       therein. This Agreement supersedes all prior agreements,  whether written
       or oral,  between the parties with respect to the subject  matter hereof.
       This  Agreement may be amended only by a written  agreement duly executed
       by the parties hereto. Any condition to a particular party's  obligations
       hereunder may be waived in writing by such party.


EXHIBIT 10.2 - Page 7
<PAGE>

              (c)    Headings.  The headings  contained in this  Agreement  have
       been inserted for convenience  and reference  purposes only and shall not
       affect the meaning or interpretation hereof in any manner whatsoever.

              (d)    Invalidity.  If any of the terms,  provisions or conditions
       contained  in this  Agreement  shall be declared to be invalid or void in
       any judicial proceeding,  this Agreement shall be honored and enforced to
       the extent of its validity,  and those  provisions  not declared  invalid
       shall remain in full force and effect.

              (e)    Remedies.  In the event of a breach or threatened breach by
       either party of its obligations  hereunder,  each party acknowledges that
       the  other  party  will not have an  adequate  remedy at law and shall be
       entitled to such equitable and  injunctive  relief as may be available to
       restrain the other party from any violation of such obligations.  Nothing
       herein shall be construed as  prohibiting  either party from pursuing any
       other remedies available for such breach or threatened breach,  including
       the recovery of damages.

              (f)    Disclosure. Any disclosure made in any exhibit hereto shall
       be deemed to be disclosure in all other applicable exhibits hereto.

              (g)    Notices.   All   notices,   requests,   demands  and  other
       communications  required  or  permitted  to be given  hereunder  shall be
       deemed given when sent,  postage paid,  by Registered or Certified  Mail,
       Return Receipt Requested, addressed to each of the parties as follows:

               If to the Company:                 Mark A. DiSalvo
                                                  President
                                                  Gump & Company, Inc.
                                                  192 Searidge Court
                                                  Shell Beach, California 93449
                                                  (805) 773-5350

               If to a Selling Stockholder:       At the address as set forth on
                                                  Schedule A


              (h)    Governing  Law.  This  Agreement   shall  be  governed  by,
       construed  and  enforced  in  accordance  with the  laws of the  State of
       Delaware.

              (i)    Counterparts.   This   Agreement   may   be   executed   in
       counterparts  each of which shall be deemed an original  and all of which
       together shall constitute one and the same agreement.

              (j)    Exhibits. All exhibits referred to herein shall be attached
       hereto and shall be deemed to be a part hereof.

              (k)    Jurisdiction  and  Venue.  Any  action  suit or  proceeding
       brought  by or on  behalf  of either  of such  parties  relating  to such
       matters shall be commenced,  pursued,  defended and resolved only in such
       courts and any appropriate appellate court having jurisdiction to hear an
       appeal from any judgment entered in such courts. The parties hereby agree
       that service of process may be made in any manner  permitted by the rules
       of such courts and the laws of the State of Delaware.



EXHIBIT 10.2 - Page 8
<PAGE>

       IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

                                            GUMP & COMPANY, INC.


                                            By:  /s/ Mark A. DiSalvo
                                               ---------------------------------
                                               Mark A. DiSalvo, President


                                            SELLING STOCKHOLDER:


                                                 /s/ Mark A. DiSalvo
                                            ------------------------------------
                                            MARK A. DiSALVO








EXHIBIT 10.2 - Page 9
<PAGE>

                                   SCHEDULE A

                              GUMP & COMPANY, INC.

                            SELLING STOCKHOLDER LIST


                                                                   Percentage of
                                                                     Shares of
                                                                   the Company's
                                                                   Common Stock
 Name of Selling                                      Registrable      Being
   Stockholder       Address of Selling Stockholder   Securities    Registered
------------------   ------------------------------   -----------  -------------

Mark A. DiSalvo      192 Searidge Court                1,000,000       49.2%
                     Shell Beach, California 93449










EXHIBIT 10.2 - Page 10