Sample Business Contracts

Investment Banking Service Agreement - Axm Pharma Inc. and Great Eastern Securities Inc.

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2 Seaview Blvd.
Port Washington, NY 11050
Tel: 516-484-5111
Fax: 516-484-5335

December 18, 2003

Mr. Peter Cunningham
President and CEO
Axm Pharma, Inc.
4695 Macarthur Court, 11th Floor
Newport Beach, California 92660

Dear Mr. Cunningham:

          This will confirm the arrangements,  terms and conditions  pursuant to
which Great  Eastern  Securities  Corporation  ("Advisor")  has been retained to
serve as an investment  banker to Axm Pharma,  Inc.(the  "Company") for a twelve
(12) month period,  with a mutual extension clause for an additional twelve (12)
months, commencing on the date hereof, subject to the termination provisions set
forth  in  Paragraph  2  hereof.  For  good  and  valuable  consideration,   the
sufficiency of which is hereby acknowledged, the undersigned hereby agree to the
following terms and conditions:

         1.       Duties of  Advisor.  Advisor  shall,  as more  fully set forth
                  below in this  Paragraph  1,  assist  the  Company  in  broker
                  relations and  distribution  channels for the Company's stock,
                  Advisor agrees to:

                  (a)      assist  the  Company  in  its   presentation  to  the
                           brokerage  community and the introduction to security
                           firms and brokers;

                  (b)      assist the  Company in  identifying  analysts  in the
                           brokerage  community  to  initiate  coverage  on  the

                  (c)      sponsor  the  Company  to at least  two  small cap or
                           investment conferences;


                  (d)      coordinate   a   comprehensive   Investor   Relations
                           campaign   including  featured  profiles  by  several
                           reputable   groups,   Internet   advertising,    lead
                           generation,    print    advertising,    among   other

                  (e)      be available on request,  on appropriate  notice,  to
                           meet with the  Company's  Management  and/or Board of
                           Directors for quarterly management meetings; and

                  (f)      market intelligence

          The  services  described  in  Paragraph  1 may be  rendered by Advisor
without any direct supervision by the Company and at such time and place in such
manner  (whether by conference,  telephone,  letter or otherwise) as Advisor may
reasonably determine.

         2.       Term. The term of Advisor's  engagement hereunder shall be for
                  twelve  (12)  months  and may be  extended  for an  additional
                  twelve (12) months upon mutual written consent,  commencing on
                  the date hereof (the "Term").  Notwithstanding  the foregoing,
                  however, this Agreement can be terminated by either party upon
                  45 days written notice.

          3.      Compensation and Expense Reimbursement.

                  (a)      $10,000.00   non-refundable   retainer  payable  upon
                           execution of this Agreement;

                  (b)      50,000  Warrants,  expiring  5 years from the date of
                           this Agreement,  with piggy-back  registration rights
                           exercisable  at 120% of the  closing bid price on the
                           date of execution of this Agreement; and

                   (c)     100,000  Restricted  Shares  that  will vest in equal
                           installments of 25,000 shares quarterly from the date
                           of this Agreement

                           Company will be responsible for any expenses incurred
                           in connection with this  Agreement,  i.e. road shows,
                           travel,  marketing  materials to name a few and shall
                           promptly   reimburse   Advisor  for  all   reasonable
                           out-of-pocket  expenses  incurred in connection  with
                           its engagement  hereunder.  All expenses  incurred by
                           Advisor on behalf of Company over $500 shall be borne
                           by the  Company  only  after it has  authorized  such
                           expenses in writing.

         4.       No Agency Authority.  The Advisor shall not have and shall not
                  hold  itself out as having any  authority  to act as agent for
                  the Company or bind it in any way.

          5.      Company's Responsibilities, Representations and Warranties.


                  In  connection  with  Advisor's  engagement,  the Company will
                  furnish  Advisor with any  information  concerning the Company
                  that Advisor deems reasonable and appropriate and will provide
                  Advisor  with  access to the  Company's  officers,  directors,
                  accountants,   counsel   and  other   advisors.   The  Company
                  represents  and warrants to Advisor that all such  information
                  concerning  the  Company,  does not and will not  contain  any
                  untrue  statement  of a  material  fact  or  omit  to  state a
                  material  fact  necessary  in  order  to make  the  statements
                  therein not  misleading  in light of the  circumstances  under
                  which such  statements  are made.  The Company  represents and
                  warrants  to  Advisor  that  any  financial   projections   or
                  forecasts provided to Advisor are "forward looking statements"
                  as that term is used in Section 21E of the Securities Exchange
                  Commission  Act of  1934  and  represent  the  best  currently
                  available  estimates by the  management  of the Company of the
                  future financial  performance by the Company (or its business)
                  and  are  based  upon  reasonable  assumptions.   The  Company
                  acknowledges and agrees that Advisor will be using and relying
                  upon  such  information   supplied  by  the  Company  and  its
                  officers,  agents  and  others  and  upon any  other  publicly
                  available  information  concerning  the  Company  without  any
                  independent   investigation   or   verification   thereof   or
                  independent  appraisal  by  Advisor  of  the  Company  or  its
                  business or assets; and

         6.       Available Time.  Advisor shall make available such time as it,
                  in its reasonable  discretion,  shall deem appropriate for the
                  performance of its obligations under this Agreement.

         7.       Relationship.  Nothing herein shall  constitute  Advisor as an
                  employee  or agent of the  Company,  except to such  extent as
                  might  hereinafter  be agreed upon in writing for a particular
                  purpose.  Except as might  hereinafter  be  expressly  agreed,
                  Advisor shall not have the authority to obligate or commit the
                  Company in any manner whatsoever.

         8.       Confidentiality  Relating  to  this  Agreement.   Neither  the
                  Company nor Advisor  shall  disclose  (except to its partners,
                  accountants and attorneys),  without specific consent from the
                  other party, any information relating to this Agreement or any
                  Transactions    contemplated    hereby,    including   without
                  limitation, the existence of this Agreement.

         9.       Assignment.  This  Agreement  shall not be  assignable  by any
                  party except to successors to all or substantially  all of the
                  business of either party for any reason whatsoever without the
                  prior  written  consent of the other party,  which consent may
                  not be  unreasonably  withheld by the party  whose  consent is

         10.      Amendment.  This  Agreement  may not be  amended  or  modified
                  except in writing signed by both parties.

         11.      Governing  Law.  This  Agreement  shall be deemed to have been
                  made and delivered in New York,  and this  Agreement  shall be
                  governed as to validity, interpretation, construction, effect,
                  and in all other respects by the internal laws of the State of
                  New York.


          Advisor is delighted to accept this  engagement  and looks  forward to
working with you on this assignment. Please confirm that the foregoing correctly
sets forth our  agreement by signing this  enclosed  duplicate of this letter in
the space provided and returning it,  whereupon  this letter shall  constitute a
binding agreement as of the date first above written.

                                            Very truly yours,

                                            GREAT EASTERN SECURITIES, INC.

                                            By: /s/ Jeffrey S. Ramson
                                                    Jeffrey S. Ramson



By: /s/ Peter Cunningham
    Peter Cunningham
    President and CEO