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Sample Business Contracts

Consulting Agreement - Axiom Pharmaceuticals Inc. and Amaroq Capital LLC

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                              CONSULTING AGREEMENT

                                    RECITALS
This Consulting Agreement (hereinafter referred to as "Agreement" or "Consulting
Agreement") is made on the 1st day of May 2003,  between Axiom  Pharmaceuticals,
Inc.,  whose  address  is  8324  Delgany  Avenue,   Playa  del  Rey,  CA  90293,
(hereinafter  referred to as "Axiom" or "Company")  and Amaroq Capital LLC, of 2
Wolf Road,  Bourne,  MA 02532  (hereinafter  referred to as  "Consultant")  with
reference to the following facts:

      I. Axiom has asked to retain  Consultant  to provide  various  services to
         Axiom as agreed to by both parties and outlined in Article 3.

      II.The Consultant has advised Axiom of its willingness, ability and desire
         to provide such  services as outlined in Article 3 and on the terms and
         conditions as set forth in this Agreement.

NOW,  therefore,  in  consideration  of the  foregoing  recitals  and the terms,
conditions and covenants contained herein, it is hereby agreed as follows:

ART. 1        APPOINTMENT
Axiom hereby appoints Consultant and Consultant hereby agrees to hold themselves
available  to  render,  and to  render  at the  request  of Axiom  and to render
non-exclusive,  independent advisory and consulting  services,  set forth in "I"
and "II" above,  to the best of its ability,  in compliance  with all applicable
laws, Axiom's Articles of Incorporation and By-Laws and the terms and conditions
set  forth   herein.   Consultant   further   agrees  to  render  such  services
conscientiously and to devote its best reasonable efforts and abilities thereto.
Consultant  further agrees to observe all policies and guidelines that have been
promulgated by Axiom's Board of Directors or its Officers.

ART. 2        TERMS AND TERMINATION
The term of this  Agreement  shall be six (6) months and  commence on 1 May 2003
and up to 1  November  2003,  thereafter,  this  Agreement  shall  automatically
terminate. Neither party has the right to terminate this Agreement anytime prior
to its conclusion unless by mutual agreement and in writing.

ART. 3        SCOPE OF CONSULTANCY
The Consultant will perform such financial and operational consulting for and on
behalf  of  Axiom  in  relation  to  Axiom's  on-going  business  and  financial
development.  The  Consultant  will be  available,  by mutual  agreement,  on an
as-needed basis, to provide  consulting  services to Axiom,  including,  without
limitation:

      3.1   Undertake  the  development  of a  business  plan  for  Axiom.  Such
            business plan will include an Annual  Operating Plan and a Strategic
            Plan for the Company.

      3.2   Carry out such  merchant  banking  activities as may be required and
            mutually  agreed.   Such  activities  may  include  identifying  and
            approaching  financial  partners,   valuations,  and  financial  and
            business modeling.

      3.3   Commence  certain  business  development  activities,   as  mutually
            agreed,   which  may  include  lease   financing  and  other  vendor
            negotiations.

      3.4   Undertake  and  assist  Axiom  with  corporate  development  program
            development and implementation.  Such activities may include work in



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            various disciplines including partnering,  licensing, joint ventures
            and other such strategic planning and development activities.

ART. 4        REMUNERATION

Consultant  will be  remunerated  for such  services  rendered  under  Art. 3 as
follows:

      4.1   $5,000.00,   payable  30  days  from  the  effective  date  of  this
            Agreement.  Payment  shall  be made  via  wire  transfer  or  check.
            Consultant is entitled to a 5% late fee should monies due fail to be
            paid as of the effective payment date.

      4.2   40,000 restricted shares of Axiom  Pharmaceutical (OTB BB AXIM) with
            piggy-back registration rights at next registration.

ART. 5        EXPENSES
In addition to the fees paid under the  previous  Article,  Consultant  shall be
reimbursed for all reasonable expenses incurred by Consultant during the term of
this  Agreement  including  but not limited to fax,  telephone,  transportation,
translation,  and incidental travel expenses. All non-incidental travel expenses
(over  US$300)  shall be  arranged  and prepaid by Axiom  including  airfare and
suitable hotel accommodation. The Consultant shall submit itemized reimbursement
requests   supported  by  sufficient   documentation  of  the  expenditures  and
explanation  of their  purposes.  All expenses  must be  reimbursed  by Axiom to
Consultant,  not later than ten (10) business  days,  subsequent to  Consultants
expense reimbursement request.

ART. 6        INDEPENDENT CONTRACTOR
It is expressly agreed that Consultant is acting as an independent contractor in
performing the services  hereunder.  Axiom shall carry no worker's  compensation
insurance  or any health or accident  insurance  to cover  Consultant  or any of
Consultant's employees. Axiom shall not pay any contribution to social security,
unemployment insurance, state and federal income taxes.

ART. 7        CONFLICT OF INTEREST
Should  there  occur any  conflict of  interest,  Consultant  will advise  Axiom
thereof  immediately  and both  Axiom and  Consultant  will then  determine  the
appropriate approach to be followed.

ART. 8        LIABILITY
Axiom will indemnify and hold  Consultant  harmless from and against any and all
liabilities incurred, brought or threatened to be brought or entered or enforced
or conducted  against Axiom or any of its  Connected  Persons which arise out of
matters or  transactions  contemplated  by or consequent  upon Consultant or its
engagement  under the terms of this  Agreement,  except to the extent that those
liabilities  arise out of the willful default or gross negligence of Consultant,
or, as the case may be, such connected persons. The Consultant shall not bind or
commit  Axiom to any third  party  agreements  or  arrangements  or  obligations
without the explicit written consent of Axiom.  The Consultant,  if party to any
Axiom  agreement  shall  have  the  written  signature  of two (2)  Officers  or
Directors  at Axiom upon any such  occasion  or event or a written  wavier  from
two(2) Officers or Directors at Axiom thereof.

ART. 9        CONFIDENTIALITY
Consultant  shall not disclose or  appropriate  to his own use, or to the use of
any third party, at any time during or subsequent to the term of this Agreement,
any secret or confidential  information of Axiom or any of Axiom's affiliates or
subsidiaries  of  which  Consultant  becomes  aware  during  such  period.  Upon
termination of this Agreement,  Consultant  shall promptly  deliver to Axiom all
manuals,   letters,  notes,  data  and  all  other  materials  of  a  secret  or
confidential nature that are under the control of the Consultant.


ART. 10        NO ASSIGNMENT



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This  Agreement is between Axiom and Consultant and neither Axiom nor Consultant
may sell, assign,  transfer or hypothecate any rights or interests created under
this Agreement or delegate any of their duties without the prior written consent
of the other.  Any such  assignment  or  delegation of either party without such
consent shall be void.

ART. 11       SEVERABILITY
If any  provision  of this  Agreement  is held to be  unenforceable,  invalid or
illegal  by  any  court  of  competent   jurisdiction,   or  arbitration,   such
unenforceable,  invalid or illegal  provision  shall not effect the remainder of
this Agreement.

ART. 12       ENTIRE AGREEMENT
This Agreement  represents the entire agreement between the parties.  It may not
be  changed  orally,  but only in  writing,  signed  by the party  against  whom
enforcement  of any waiver,  charge,  modification,  extension  or  discharge is
sought.

ART. 13       APPLICABLE LAWS
The validity of this Agreement and the  interpretation and performance of all of
its terms shall be governed by the laws of Barnstable  County,  the Commonwealth
of  Massachusetts,  USA. The prevailing party in any legal action brought by one
party  against the other  arising out of this  Agreement  shall be entitled,  in
addition to other  rights and  remedies it may have,  to  reimbursement  for its
expenses, including court costs and reasonable attorney's fees.


AGREED TO AND ACKNOWLEDGED:

"CONSULTANT"

/s/ Joseph T. Cunningham                         Date:  5/1/03
    ------------------------------                      ------
    Joseph T. Cunningham
    President, Amaroq Capital LLC




AXIOM PHARMACEUTICALS, INC.

/s/ Douglas Maclellan                            Date:  5/1/03
    ------------------------------                      ------
    Douglas Maclellan





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