Exhibit 10.2

                                 Rivkalex Corp.
                              7 Sutton Place South
                            Lawrence, New York 11559

August 20, 2004

Mr. Dov Perlysky
President
Lawrence Consulting Group, Inc.
2 Lakeside Drive West
Lawrence, New York 11559

Dear Mr. Perlysky:

      The purpose of this letter is to set forth the terms under which  Lawrence
Consulting  Group,  Inc. (the "Advisor") will provide services to Rivkalex Corp.
("Rivkalex").

      1. The term of this agreement  shall commence on the date hereof and shall
continue  until  terminated  as provided in paragraph 4 hereof (the  "Engagement
Period").  During  the  Engagement  Period,  Advisor  will  assist  Rivkalex  in
determining necessary technology  investments in order to maximize its return on
these  investments.  Advisor  agrees to furnish such time to Rivkalex as Advisor
and Rivkalex deem necessary to accomplish Advisor's obligations hereunder.

      2. As full compensation for Advisor's services hereunder,  Advisor will be
paid a fee equal to $200 per hour for every hour of consulting services provided
by Advisor to Rivkalex.

      Advisor shall be entitled to reimbursement of any  out-of-pocket  expenses
incurred by it in connection with its activities hereunder provided that Advisor
provides  Rivkalex with signed  vouchers or other  satisfactory  evidence of the
occurrence of such expenses.

      3. Advisor is not  authorized to enter into any agreement or commitment on
Rivkalex's  behalf and shall have no right,  power or  authority  to do so or to
bind Rivkalex in any way.

      4. This Agreement shall be for a term of one (1) year from the date hereof
and shall  automatically  be renewed for  additional one (1) year periods unless
terminated  in writing by either  party no later than  thirty (30) days prior to
the end of the then existing term.

      5. All notices and other  communications  under this Agreement shall be in
writing and deemed to have been duly given if mailed by first class,  registered
mail, return receipt requested, postage and registry fees prepaid, and addressed
to either of the parties at the  addresses  set forth  herein,  or to such other
address as either party may give to the other under this Agreement.

      6. This  Agreement  shall be binding  upon and inure to the benefit of the
parties hereto and their respective heirs,  successes and assigns.  Neither this
Agreement nor any term thereof may be amended, waived,  discharged or terminated
orally,  but only by an instrument  in writing  signed by the party against whom
the enforcement of such amendment,  waiver, discharge, or termination is sought.
This  Agreement  comprises the entire  agreement and  understanding  between the
parties hereto and there are no additional  agreements or  understandings of any
kind either written or oral which relate to the subject matter hereof.

<PAGE>

      7. This Agreement  shall be construed and enforced in accordance  with and
governed by the laws of the State of New York  applicable to contracts  made and
to be performed  solely within such State.  The parties hereto hereby consent to
the exclusive jurisdiction of the courts of the State of New York or the Federal
Courts  located  in New York  City or Nassau  County,  New York to  resolve  any
disputes hereunder.

      8. If any one or more of the provisions of this Agreement shall be held to
be invalid illegal or unenforceable in any respect,  the validity,  legality and
enforceability of the remaining  provisions or any part thereof shall not in any
way be affected or impaired thereby.

      9. This Agreement may be executed in counterparts.

      If the foregoing  correctly sets forth your  understanding  of the matters
set forth above,  would you please signify your  agreement  thereto by signing a
copy  of this  letter  in the  space  provided  below  and  returning  it to us,
whereupon  this  letter  will  become a binding  agreement  between  Advisor and
Rivkalex.

                                                   Very truly yours,

                                                   RIVKALEX CORP.

                                                   By:________________________
                                                            Rosalind Davidowitz
                                                            President

ACCEPTED AND AGREED THIS
         DAY OF AUGUST 2004
--------

LAWRENCE CONSULTING GROUP, INC.

By:____________________________________
         Dov Perlysky
         President

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