CONSULTING AGREEMENT

     THIS CONSULTING  AGREEMENT,  executed as of the 1st day of April,  2000, is
hereby made between JD AMERICAN  WORKWEAR,  INC. a Delaware  corporation  having
offices at 46 Old Flat River Road,  Coventry,  Rhode Island  02816  (hereinafter
"JDAW"),  and Richard Sullivan having an address at 307 Clinton B. Fiske Avenue,
Staten Island, New York 10314 (hereinafter "Consultant").

                                  WITNESSETH:

     WHEREAS, JDAW desires to obtain certain financial consulting services,  and
Consultant is willing to provide such services in accordance  with the terms and
conditions set forth below,

     NOW,  THEREFORE,  in consideration of the mutual covenants and undertakings
herein contained,  the parties hereto agree to establish such  client/consultant
relationship  in accordance  with the following  terms and  conditions set forth
below:

     1. SCOPE OF SERVICES PROVIDED

          1.1  Consultant  is,  in  conjunction   with  the  services  of  other
consultants,  to  provide  certain  management  consulting  services  to JDAW in
accordance with the terms and conditions  hereof (the  "Services"),  which shall
include, but not necessarily be limited to, the following:

            (i)   assist   in   the   development   and   implementation   of  a
                  comprehensive  Business Plan for the Company, and to assist in
                  formulating  goals and  planning  for  meeting  the  Company's
                  goals; and

            (ii)  develop a comprehensive  Program of Risk Management  including
                  policies and  procedures  designed to minimize the  likelihood
                  and/or  effects of claims and losses and to implement a safety
                  program to reduce claims and losses

            (iii) develop a Merger or  Acquisition  Plan with the  objectives of
                  broadening product line,  increasing customer base and improve
                  distribution channels, and to evaluate potential acquisitions.

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            (iv)  assist in the  preparation  and use of Budgets  and  Forecasts
                  with the objective of improving  profitability by planning the
                  use of Company resources such as materials,  labor, facilities
                  and capital.

            (v)   assist in human resource and operations  management,  staffing
                  and technical  recruiting,  develop a comprehensive policy and
                  procedures manual and employee handbook.

            (vi)  assist the Company in exploring  new sources of raw  materials
                  and or sources of manufacturing.

          1.2 The Consultant  shall be obligated to render the Services upon the
request  of JDAW,  in good  faith,  but shall  not be  obligated  to expend  any
specified  amount of time in so doing.  Consultant may work according to its own
methods  and keep its own  hours.  JDAW  shall not  control  the manner in which
Consultant  works while  performing  under this Agreement.  Notwithstanding  the
foregoing,  inasmuch  as the  Board  of  Directors  of  JDAW  has  retained  the
Consultant to provide significant services and has a duty to the stockholders of
JDAW to supervise  the  operations  of JDAW;  Consultant  accordingly  agrees to
report to and be promptly  responsive  to  redirection,  questions,  concerns or
comments raised by the Board regarding the Services.

          1.3 Consultant  shall be  responsible  for the payment of all fees and
expenses of any persons  Consultant  procures to assist it in performance of the
Services.  Any such assistants shall be compensated solely by Consultant and are
deemed  employees  solely  of  Consultant.   Consultant   agrees  to  be  solely
responsible  for any  actions  of its  assistants,  agents  or other  employees.
Consultant agrees to comply with all applicable  Federal,  state and local laws,
regulations and ordinances.

          1.4  JDAW  recognizes  and  confirms  that,  in  advising  JDAW and in
fulfilling its  responsibilities  under this Agreement,  the Consultant will use
and rely on data, material and other information  furnished to the Consultant by
JDAW.  JDAW  acknowledges  and agrees that in performing the Services under this
Agreement,  the  Consultant may rely upon data,  material and other  information
supplied by JDAW without independently  verifying the accuracy,  completeness or
veracity of the same. Accordingly, JDAW expressly agrees that all data, material
and other information  furnished to the Consultant by JDAW shall not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements  therein,  in light of the
circumstances under which they were made, not misleading.

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     2. PAYMENT FOR SERVICES

          2.1 As full  compensation  for the  performance  of the Services  JDAW
shall:

            (i)   RTS shall be paid $500 per month  commencing on the date first
                  set forth above plus reimbursement for all out of pocket costs
                  in accordance with paragraph 2.2

            (ii)  JDAW will issue to Consultant  the option to purchase  100,000
                  warrants  of Open Door  Online at a price of $.20 per  warrant
                  for up to two years. Warrants will have piggyback registration
                  rights.

          2.2 REIMBURSEMENT: RTS shall be reimbursed by client for disbursements
(out of pocket  expense) of RTS in providing the services set forth in paragraph
1 above, for the benefit of client which include but are not limited to: travel,
hotel costs,  copywriting,  layout, art and photographic services,  mechanicals,
printing,  duplication and reproduction costs,  advertising costs, messenger and
delivery  services,  telephone toll charges,  fax,  postage,  newswire,  on-line
computer news service and any other necessary  incidental expenses and any other
relates expenses.  Monthly expenses not to exceed $250 per month unless approved
by client.

          2.3 No fringe benefits or employee  benefits shall be paid or given to
Consultant.  Consultant  shall be solely  responsible for the payment of any and
all  Federal,   state  and  local  income  taxes,   Social  Security  taxes  and
unemployment taxes that may be generated hereunder.  JDAW shall not withhold any
such items and bears no  responsibility  for any such  payments.  The Consultant
shall perform the Services hereunder as an independent  contractor and not as an
employee of JDAW or an affiliate thereof. It is expressly  understood and agreed
to by the parties  hereto that the  Consultant  shall not have  authority to act
for, represent or bind JDAW or any affiliate thereof in any manner.

     3. TERM

          3.1  Consultant  shall  commence  providing the services  contemplated
hereunder as of the date hereof and shall continue providing such services until
the earlier of (i) April 1, 2001 or (ii) such time as this  Agreement is earlier
terminated pursuant to the provisions of Section 3.2 hereof.

          3.2  Either  party  hereto  shall have the  option to  terminate  this
Agreement  at any time  without  cause upon thirty (30) days prior notice to the
other  party.  The right to  terminate  this  Agreement  as provided for in this
Section 3.2 shall be in addition  to and not in lieu of any right  either  party
hereto may have against the other for breach of this Agreement.

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     4. REPRESENTATIONS AND WARRANTIES

          4.1 JDAW represents and warrants to the Consultant as follows:

            (i)   ORGANIZATION  AND STANDING OF JDAW. JDAW is a corporation duly
                  organized,  validly  existing and in good  standing  under the
                  laws of the State of Delaware and has all requisite  power and
                  authority to enter into this Agreement.

            (ii)  AUTHORIZATION.  JDAW has all requisite  power and authority to
                  execute,  deliver and perform this  Agreement and to carry out
                  and consummate the transactions  contemplated hereby, provided
                  with respect to the issuance of the Plan Shares it obtains all
                  required   approvals   from   federal  and  state   securities
                  authorities  required to be obtained by it and  provided  that
                  the representations and warranties of the Consultant set forth
                  in  this  Agreement  are  true  and  correct.  The  execution,
                  delivery and  performance  of this  Agreement by JDAW has been
                  duly authorized by all requisite  corporate  action,  and this
                  Agreement  has been duly  executed  and  delivered by JDAW and
                  constitutes the legal,  valid and binding  obligation of JDAW,
                  enforceable against JDAW in accordance with its terms, subject
                  as  to  enforcement  of  remedies  to  applicable  bankruptcy,
                  insolvency, reorganization or similar laws affecting generally
                  the  enforcement  of  creditors'  rights  and  the  relief  of
                  debtors.

            (iii) REPORTING  COMPANY  STATUS.  JDAW has a  reporting  obligation
                  pursuant to Section 12(g) or 15(d) of the Securities  Exchange
                  Act of 1934,  as  amended  (the  "Exchange  Act")  and JDAW is
                  current  in the  filing  of all  periodic  reports . under the
                  Exchange Act.

          4.2 The Consultant represents and warrants to JDAW as follows:

            (i)   ORGANIZATION  AND  STANDING  OF  CONSULTANT.  Consultant  is a
                  company duly organized,  validly existing and in good standing
                  under the laws of  Massachusetts  and has all requisite  power
                  and authority to enter into this Agreement.

            (ii)  AUTHORIZATION.  The  Consultant  has all  requisite  power and
                  authority to enter into this  Agreement and to comply with the
                  provisions  hereof. The Consultant has all requisite power and
                  authority to execute,  deliver and perform this  Agreement and
                  to  consummate  the  transactions   contemplated  hereby.  The
                  execution,  delivery and  performance of this Agreement by the
                  Consultant has been duly authorized by all necessary corporate
                  action, and the Agreement has been duly executed and delivered
                  by the Consultant. This Agreement constitutes the legal, valid
                  and binding obligation of the Consultant  enforceable  against
                  the  Consultant  in accordance  with its terms,  subject as to
                  enforcement of remedies to applicable bankruptcy,  insolvency,
                  reorganization   or  similar  laws  affecting   generally  the
                  enforcement of creditors' rights and the relief of debtors.

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            (iii) NONCONTRAVENTION.  The execution,  delivery and performance of
                  this  Agreement  by  the  Consultant   will  not  violate  any
                  provision of law, any rule or regulation  of any  governmental
                  authority,  or any  judgment,  decree  or order  of any  court
                  binding  on the  Consultant,  and  will not  conflict  with or
                  result in any breach of any of the unwaived terms,  conditions
                  or provisions or constitute a default under,  or result in the
                  creation of any lien, security interest, charge or encumbrance
                  upon any of the  Consultant's  properties  or  assets,  or any
                  material  indenture,   mortgage,  lease,  agreement  or  other
                  instrument to which the Consultant is a party.

     5. DISCLOSURE OF INFORMATION

     Upon  completion of  Consultant's  work  hereunder,  all of its  documents,
records,  notebooks and other work product containing  confidential  information
and all  copies  thereof,  will be left  with  JDAW.  Consultant  agrees  not to
disclose to anyone any  confidential  information  obtained while  providing the
Services  hereunder,  unless  Consultant  obtains the prior written  approval of
JDAW's Board of  Directors.  Notwithstanding  anything  herein to the  contrary,
regardless of the  circumstances  under which this Agreement is terminated there
shall be no  restrictions on the  engagements  accepted by Consultant  after the
term of this Agreement.  Consultant acknowledges and agrees that, because of the
unique and extraordinary nature of the Services, any breach or threatened breach
of any of the provisions of Section 7 hereof will cause  irreparable  injury and
incalculable  harm  to  JDAW,  and  JDAW  shall,  accordingly,  be  entitled  to
injunctive and other equitable  relief for such breach or threatened  breach and
that resort by JDAW to such  injunctive or other  equitable  relief shall not be
deemed to waive or to limit in any  respect  any right or remedy  which JDAW may
have with respect to such breach or threatened breach. JDAW and Consultant agree
that any such action for  injunctive  or  equitable  relief  shall be heard in a
state or federal court  situate in Rhode Island and each of the parties  hereto,
hereby agrees to accept  service of process by registered  mail and to otherwise
consent to the jurisdiction of such courts.

     6. INDEMNIFICATION

          6.1 JDAW hereby  agrees to indemnify and hold  Consultant  harmless to
the maximum extent permitted by applicable law and the by-laws of JDAW,  against
all losses,  claims, liens, damages,  liabilities,  costs, charges and expenses,
including,  without  limitation,  the  costs  of  investigating,   preparing  or
defending any action,  suit,  claim or proceeding  or threatened  action,  suit,
claim or proceeding,  whether civil, criminal,  administrative or investigative,
including,  without  limitation,  attorneys'  fees,  incurred  or  sustained  by
Consultant in connection with (i) any misrepresentation of JDAW herein or breach
of any  covenant  of  JDAW;  and  (ii) any  such  action,  suit,  claim or other
proceeding,  to which he is,  or may be made,  a party by  reason of its being a
party to and  performing  under  this  Agreement;  PROVIDED,  HOWEVER,  that any
action,  suit, claim or proceeding shall not be a result of Consultant's finally
adjudicated negligence or willful misconduct.

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          6.2 Consultant hereby agrees to indemnify and hold JDAW, its officers,
employees, directors,  shareholders and agents (collectively "JDAW Indemnities")
harmless to the maximum  extent  permitted by applicable law against all losses,
claims, liens,  damages,  liabilities,  costs, charges and expenses,  including,
without  limitation,  the costs of  investigating,  preparing or  defending  any
action,  suit,  claim  or  proceeding  or  threatened  action,  suit,  claim  or
proceeding, whether civil, criminal, administrative or investigative, including,
without limitation, attorneys' fees, incurred or sustained by any JDAW Indemnity
in connection with (i) any  misrepresentation  of Consultant herein or breach of
any  covenant of  Consultant,  and (ii) any such  action,  suit,  claim or other
proceeding,  to which he is, or may be made,  a party by  reason of  Consultants
gross negligence or willful  misconduct in the performance of the Services under
this Agreement.

     7. MISCELLANEOUS

          7.1 NOTICES. All notices, requests,  consents and other communications
required or  permitted to be given  hereunder,  shall be in writing and shall be
deemed  to have been  duly  given if  delivered  personally  or sent by  prepaid
telegram,  or mailed  first-class,  postage prepaid,  by registered or certified
mail  (notices  sent by telegram or mailed shall be deemed to have been given on
the date sent), to the parties at their respective address hereinabove set forth
or to such other address as either party shall designate by notice in writing to
the other in accordance herewith.

          7.2 GOVERNING LAW. This  Agreement  shall be governed by and construed
and  enforced  in  accordance  with the local laws of the State of Rhode  Island
applicable to agreements made and to be performed entirely in Rhode Island. This
Agreement  shall be governed in all respects and for all purposes by the laws of
the State of Rhode Island and the Courts of the State of Rhode Island shall have
exclusive jurisdiction to enforce any Order or award obtained in arbitration. If
any provision of this Agreement shall be declared void or against public policy,
such  provision  shall be deemed  severed from this  Agreement and the remaining
provisions shall remain in full force and effect and unmodified.

          7.3 ARBITRATION.  Except with respect to any proceeding  brought under
Section 7 hereof,  any  controversy,  claim,  or dispute  between  the  parties,
directly or indirectly,  concerning this Agreement or the breach hereof,  or the
subject   matter   hereof,   including   questions   concerning  the  scope  and
applicability  of  this  arbitration   clause,   shall  be  finally  settled  by
arbitration in Kent County,  Rhode Island pursuant to the rules then applying of
the American  Arbitration  Association.  The  arbitrators  shall  consist of one
representative  selected by JDAW, one representative  selected by the Consultant
and one representative selected by the first two arbitrators.  The parties agree
to expedite the  arbitration  proceeding  in every way, so that the  arbitration
proceeding shall be commenced within thirty (30) days after request therefore is
made, and shall continue thereafter, without interruption, and that the decision
of the  arbitrators  shall be handed  down  within  thirty  (30) days  after the
hearings in the arbitration  proceedings are closed.  The arbitrators shall have
the right and authority to assess the cost of the arbitration proceedings and to
determine  how their  decision  or  determination  as to each issue or matter in

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dispute may be  implemented  or enforced.  The decision in writing of any two of
the  arbitrators  shall be binding and  conclusive on all of the parties to this
Agreement. Should either JDAW or the Consultant fail to appoint an arbitrator as
required by this  Section 8.3 within  thirty (30) days after  receiving  written
notice  from the other  party to do so, the  arbitrator  appointed  by the other
party  shall act for all of the parties  and its  decision  in writing  shall be
binding and conclusive on all of the parties to this Employment  Agreement.  Any
decision  or award of the  arbitrators  shall be  final  and  conclusive  on the
parties to this  Agreement;  judgment upon such decision or award may be entered
in any competent Federal or state court located in the United States of America;
and the application may be made to such court for  confirmation of such decision
or award for any order of enforcement  and for any other legal remedies that may
be necessary to effectuate such decision or award.

          7.4 ENTIRE  AGREEMENT.  This Agreement sets forth the entire agreement
and  understanding  of the parties  relating to the subject matter  hereof,  and
supersedes all prior  agreements,  arrangements and  understandings,  written or
oral,  relating to the subject  matter  hereof.  No  representation,  promise or
inducement  has been made by any party that is not  embodied in this  Agreement,
and not  party  shall be  bound by or  liable  for any  alleged  representation,
promise or inducement not so set forth.

          7.5 ASSIGNABILITY. This Agreement, and the various parties' rights and
obligations  hereunder may not be assigned.  Notwithstanding the foregoing,  any
party hereto which is a  corporation  may assign its rights,  together  with its
obligations,   hereunder  in  connection  with  any  sale,   transfer  or  other
disposition of all or substantially  all of its business or assets;  and in such
even the rights and obligations of such  corporation  hereunder shall be binding
on its successors or assigns, whether by merger, consolidation or acquisition of
all or  substantially  all of the business or assets.  This  Agreement  shall be
binding upon the parties hereto and their respective executors,  administrators,
legal representatives, successors and assigns.

          7.6 AMENDMENT.  This Agreement may be amended,  modified,  superseded,
canceled,  renewed or extended and the terms or covenants  hereof may be waived,
only by a written  instrument  executed  by all of the  parties  hereto  who are
thereby affected,  or in the case of a waiver, by the party waiving  compliance.
No superseding instrument,  amendment,  modification,  cancellation,  renewal or
extension  hereof shall require the consent or approval of any person other than
the parties hereto.  The failure of either party at any time or times to require
performance  of any  provision  hereof shall in no matter  affect the right at a
later time to enforce the same.  No waiver by either  party of the breach of any
term or covenant  contained in this Agreement,  whether by conduct or otherwise,
in any one or more instances,  shall be deemed to be, or construed as, a further
or continuing  waiver of any such breach, or a waiver of the breach of any other
term or covenant contained in this Agreement.

          7.7 INSURANCE.  Consultant must produce and provide JDAW with evidence
of personal hospitalization insurance and business insurance.

          7.8 The  rights and  obligations  under  Paragraphs  4, 5, and 6 shall
survive and continue  after any  expiration or termination of this Agreement and
shall bind the parties and their legal  representatives,  successors,  heirs and
assigns.
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     IN WITNESS WHEREOF, the parties hereto have set their hands and seals as of
the date first written above.

                                        JD AMERICAN WORKWEAR, INC.

[Seal]
                                        By:
                                           -------------------------------------
                                           David N. DeBaene, PRESIDENT

                                        By:
                                           -------------------------------------
                                           Richard Sullivan

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