Sample Business Contracts

Consulting Agreement - Madden Consulting Inc. and Axiom Pharmaceuticals Inc.

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                              CONSULTING AGREEMENT

         This is an agreement dated and effective this 3rd day of April, 2003 by
and between Madden Consulting, Inc (hereinafter referred to as The Company), and
Axiom Pharmaceuticals, Inc. (OTCBB: AXIM), whose address is 8324 Delgany Avenue,
Playa del Rey, CA 90293 (hereinafter referred to as The Client).


         I. The Client desires to obtain consulting services from The Company as
more   particularly   described   herein  ("Scope  of  Services  and  Manner  of
         II.  The  Company  is in the  business  of  providing  such  consulting
services and has agreed to provide the services on the services on the terms and
conditions set forth in this agreement.
         Now,  therefore,  in consideration  of the faithful  performance of the
obligations  set forth  herein and other  good and  valuable  consideration  the
receipt and  sufficiency of which are hereby  acknowledged,  The Company and The
Client hereby agree as follows.


1. Scope of Services.  The Company will perform financial  consulting for and on
behalf  of  The  Client  in  relation  to  interactions   with   broker-dealers,
shareholders  and  members of the public  and will  consult  with and advise The
Client on matters pertaining to corporate exposure/investor awareness,  business
modeling and  development  and the release of press  materials,  and can perform
services including:
         A. Telephone marketing/advertising campaigns
         B. Internet marketing/advertising campaigns
         C. Road-show presentations
         D. Investor conference calls
         E. Media submissions

2. Manner of performance.  It is intended that The Company will provide research
on AXIM and distribute  company materials to institutions,  portfolio  managers,
broker-dealers, financial advisors and other persons whom The Company determines
in its sole  discretion,  are capable of  disseminating  such information to the
general public. The Company will also advice The Client concerning marketing and
promotional  matters  relating to its  business.  The Company  will act upon The
Client's behalf in the investment community, with existing shareholders, and the
public.  It is expressly  agreed and  acknowledged  that The Company will not be
expected  to provide  investment  advice or  recommendations  regarding  AXIM to
anyone.  The Company will focus on contacting with information  concerning AXIM.
Additionally,  The  Company  shall be  available  for advice and  counsel to the
officers  and  directors of AXIM at such  reasonable  and  convenient  times and
places as may be mutually agreed upon. Except as aforesaid,  the time, place and
manner of  performance of the services  hereunder,  including the amount of time
allocated  by The  Company,  shall be  determined  athe sole  discretion  of The

3. Status of Consultant.  The Company shall act as an independent Consultant and
not as an  agent  or  employee  of The  Client  and The  Company  shall  make no
representation as an agent or employee of The Client.  The Company shall furnish
insurance and be  responsible  for all taxes as an independent  Consultant.  The
Company shall have no authority to bind The Client or incur other obligations on
behalf of the client.  Likewise,  The Client  shall have no authority to bind on
incur obligations on behalf of The Company.

4. Disclosure of Material Events.  The Client agrees to promptly disclose to The
Company those  events/discoveries which are known and/or anticipated that may or
conceivably  may  have an  impact  on the  stock,  business  operations,  future


business,  or public  perception  of AXIM,  as this has  material  impact on the
ability and  effectiveness  of The Company  and  service  rendered.  It shall be
understood that excluded from this disclosure shall be information  deemed to be
non-public or "inside" information.

The Company that The Client  considers to be secret,  proprietary  or non-public
and so notifies  The Company.  The Company  agrees to hold said  information  in
confidence.  Proprietary  information  shall  be  used  by The  Company  only in
connection with services rendered under this Agreement.  Proprietary information
shall not be deemed  to  include  information  that a) is in or  becomes  in the
public  domain  without  violation  of this  Agreement  by The Client,  or b) is
rightfully  received  from a third entity having no obligation to The Client and
without  violation of this Agreement.  In reciprocal,  The Client agrees to hold
confidential  all trade  secrets  of and  methods  employed  by The  Company  in
fulfillment of services rendered.

6. Indemnification. The Client agrees to indemnify and hold harmless The Company
against any losses, claims, damages,  liabilities and/or expenses (including any
legal or other expenses  reasonably  incurred in  investigating or defending any
action or claim in respect  thereof) to which The  Company  may become  subject,
because of the actions of The Client or its agents. Likewise, The Company agrees
to indemnify and hold harmless The Client against any losses,  claims,  damages,
liabilities  and/or expenses  (including any legal or other expenses  reasonably
incurred in  investigating  or defending any action or claim in respect thereof)
to which The Client may become subject, because of the actions of The Company or
its agents.  The Company is willing and capable of providing services on a "Best
Efforts" basis. Payment by The Client to The Company is irrevocable and

7. Conflict of Interest. The Company shall be free to perform services for other
persons.  The Company will notify The Client of its  performance  of  consulting
services for any other Client that could  conflict  with its  obligations  under
this agreement.

8. Term. Refer to Schedule A.

9. Payment. Refer to Schedule B.

10. Payment Instructions. Refer to Schedule C.

11.  Severability.  This  agreement  may be dissolved at any time at the express
consent of both parties.  In the event any part of this agreement  shall be held
to be invalid by any competent court or arbitration  panel, this agreement shall
be  interpreted  as if only that part is  invalid  and that the  parties to this
agreement  will  continue to execute the rest of this  agreement  to the best of
their abilities  unless both parties mutually consent to the dissolution of this

         This agreement  shall be interpreted in accordance with the laws of the
State of  Washington.  This  agreement and attached  schedules  constitutes  the
entire contract of the parties with respect to the matters  addressed herein and
no modifications of this agreement shall be enforceable unless in writing signed
by both The Company and The Client.  This  agreement is not assignable by either
party without the consent of the other.
         In  witness  whereof  The  Company  and The  Client  have  caused  this
agreement to be executed on the date indicated in Schedule A.

                                   SCHEDULE A

Term of Commitment

The Company shall perform consulting services for The Client for 6 months, which
shall begin upon execution, by all parties, of this agreement.


                                   SCHEDULE B


$10,000.000 USD- and 150,000 restricted shares of Axiom  Pharmaceutical  (OTCBB:
AXIM) with piggy-back registration rights at next registration.

                                   SCHEDULE C

Payment shall be made via wire or check sent to:

Madden Consulting, Inc.
37323 17 Ave S
Federal Way, WA 98003

         Wire instructions:  Omitted in Filing

Axiom Pharmaceutical, Inc.

Authorized person   /S/ Douglas MacLellan  Title VICE CHARMAN  Date 4-20-2003
                  -----------------------  ------------------       ---------
I hereby certify that I agree to the terms of the contact above and am
authorized to enter into a binding contract.

Madden Consulting, Inc.

Authorized person   /s/ Tom Madden        Title                 Date
                  -----------------------        --------------      --------
I  hereby  certify  that I agree  to the  terms  of the  contract  above  and am
authorized to enter into a binding contract.