Sample Business Contracts

Consulting Agreement - Axm Pharma Inc. and Aston Organization

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                               ASTON ORGANIZATION
                    417 ORCHID AVE. CORONA DEL MAR, CA 92625
                        PH 800-715-9999 FAX 815-328-0698

February 2, 2004

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 Aston Organization  ("Advisor") has been retained to serve as a consultant
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  term-ination  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

         1.       Duties of  Advisor.  Advisor  shall,  as more  fully set forth
                  below in this  Paragraph  1,  assist  the  Company  in  broker
                  relations. Advisor agrees to:

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

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

                  (c)      coordinate   a   comprehensive   Investor   Relations
                           campaign   including  featured  profiles  by  several
                           reputable   groups  lead   generation,   among  other
                           activities; and

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

         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
                  30 days written notice.  The Company shall only deliver shares
                  to Advisor that have vested.

         3.       Compensation and Expense Reimbursement.

                  200,000  Shares of AXM Pharma,  Inc.  restricted  common stock
                  with  piggy-back  registration  rights  at next  registration,
                  which  rights  shall  inure to the  benefit  of Aston  and its


                  assignees or transferees  issued to "Aston  Organization"  and
                  delivered to Aston Organization.  20,000 shares shall vest and
                  be issued  immediately,  The remaining 180,000 shares shall be
                  issued  immediately but shall vest in Aston  Organization,  or
                  its designated  assignees,  ratably  (15,000 shares per month)
                  over the twelve (12) month period  commencing thirty (30) days
                  after  the   Effective   Date  and  be   delivered   to  Aston
                  Organization promptly following the date on which they vest.

         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.       All  expenses  incurred  by Advisor  on behalf of the  Company
                  shall  be  borne  by  Company  after  it has  authorized  such
                  expenses in writing

         6. Responsibilities, Representations and Warranties.

                  (a)      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  assumption.  The Company acknowledges and
                           agrees that  Advisor  will be using and relying  upon
                           such  information  supplied  by the  Company  and its
                           officers,   agent  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.

                  (b)      Advisor's   Responsibilities,   Representations   and
                           Warranties.   Advisor   agrees   that  it  will  only
                           communicate   regarding   the   Company  to  licensed
                           brokerage  professionals  and will not  engage in any
                           solicitation of the public with regard to the Company
                           or its  securities.  Notwithstanding  the  foregoing,
                           Advisor may provide  approved  information  regarding
                           the Company (i) in response to unsolicited  inquiries
                           by the  Company's  shareholders;  (ii) to valid trade
                           and    industry    publications,    newspapers    and
                           periodicals;    and   (iii)   otherwise   engage   in
                           communications  which are normal and customary for an
                           investor  relations  firm and  which  do not  involve
                           solicitation of investors in connection with its role
                           as  an  investor  relations  firm  for  the  Company.
                           Advisor  further  agrees  that it will only  disclose
                           information   specifically  provided  to  it  by  the
                           Company for  dissemination and will keep confidential
                           any  information  marked  as  such  by  the  Company.
                           Advisor agrees that it will not make any  undisclosed
                           payments to brokers or others and will  generally act
                           within the  letter and the spirit of U.S.  securities
                           laws, rules and regulations at all times.

                           Advisor  shall  provide  a  detailed  written  report
                           regarding   its   activities  to  the  Company  on  a
                           quarterly basis.  Such written report shall contain a
                           written  affirmation  from the Advisor  that it is in
                           compliance  with the terms of this  Agreement  on the
                           date of such report.

         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 or as required by  applicable  law,
                  rule or regulation  (including but not limited to periodic and
                  other reports required by the Securities Exchange Act of 1934,
                  as amended and the Securities Act of 1933, as amended, without
                  specific   consent  from  the  other  party,  any  information
                  relating to the  Agreement  or any  Transactions  contemplated
                  hereby,  including without  limitation,  the existence of this

         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  California  State 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 California.

         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,

                                                     Aston Organization

                                                     By: /s/ Thomas C. Ronk
                                                             Thomas C Ronk



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