Sample Business Contracts

Consulting Agreement - Axiom Pharmaceuticals Inc. and Tripoint Capital Advisors LLC

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                              CONSULTING AGREEMENT

This   Agreement  is  made  as  of  August  25,  2003,   by  and  between  Axiom
Pharmaceuticals,  Inc.  ("Company"),  a China  Pharmaceutical  company  with its
principal  offices at No.  F.3004 Sankei Torch Bldg,  262A Shifu Road,  Shenyang
City, Lianing Province,  Peoples Republic of China and US Representative Offices
at 8324 Delgany Avenue,  Playa del Rey,  California,  90293 and Tripoint Capital
Advisors,  LLC  ("Consultant"),  a Maryland limited liability company,  with its
principal  offices at 15245  Shady Grove Road,  Suite 400,  Rockville,  Maryland


WHEREAS,  the Company requires expertise in the area of business  development to
support  it's  business and growth and desires to engage  Consultant  to provide
such business  development  services and specifically to assist the Company with
structuring   of   capital   transactions;   business   development;   corporate
development; and

WHEREAS, Consultant,  through its principals,  agents and employees, has certain
expertise  in  the  evaluation  of  potential  business  opportunities  and  the
implementation  of various  projects of the nature and type  contemplated by the
Company in its future  expansion and development  which Consultant has agreed to
provide to the Company;

NOW,  THEREFORE,  in  consideration  of the premise and the mutual  promises and
covenants  contained herein and subject  specifically to the conditions  hereof,
and intending to be legally bound thereby, the parties agree as follows:

1.    Appointment of Consultant

The Company hereby appoints  Consultant,  and Consultant agrees to represent the
Company, as a non-exclusive consultant to assist the Company in its business and
corporate development,  in structuring its capital transactions and to assist in
the contemplated  marketing and development of the Company in the United States.
Consultant  shall have the right during the term of this  agreement to represent
to the public that it is a consultant to the Company.

2.    Consultant's Rights and Duties

Consultant  shall use its best efforts to assist the Company in its business and
corporate development, including but not limited to:

      (ii)  Assist  in the  development  and  implementation  of  the  Company's
            business plan.

      (iii) Work with the  Company's  Auditors in order to assist the Company to
            comply with US accounting standards ("GAAP")

      (iv)  Assist the Company in creating a corporate image.

      (v)   Assist the Company in maintaining proper US corporate compliance and

      (vi)  Review any private placements.

3.  Company Obligations

(a) The Company  will be required to sign  separate  retention  agreements  with
outside  professionals.  Fees specified  under this Agreement  include all legal
work  relating  to SEC filings  (excluding  any  litigation)  through the entire
period of the engagement  provided the Company  employs  counsel  recommended by
Consultant.  Such counsel may require that the Company sign a separate  retainer


(b) The Company's  officers,  attorneys and accountants will have to be ready to
answer questions from the SEC, NASDAQ and/or other regulatory agencies,  markets
or exchanges. For NASDAQ applications, expect several rounds of comments. If the
Company  desires an American  Stock Exchange  Listing,  the Company will need to
follow a similar application process.

(c) The Company will need to have audited financial  statements for at least the
last two fiscal years  prepared in  accordance  with US GAAP.  In addition,  the
Company  will need to prepare and present  quarterly  information  that has been
reviewed  by an  independent  auditor  for  the  previous  two  years  and  on a
"go-forward basis".

4.    Company Information

In connection with Consultant's performance of its duties hereunder, the Company
shall (i) provide  Consultant,  on a timely basis,  all  information  reasonably
requested by Consultant,  and (ii) make its officers and professionals available
to Consultant and such third parties as Consultant shall designate at reasonable
times and upon reasonable notice.

5.    Confidential Information

Consultant  acknowledges that, in the course of performing its duties hereunder,
it may obtain information relating to the Company,  which the Company has marked
as  confidential  ("Confidential  Information").  Consultant  shall  hold at all
times, both during the term of this agreement and at all times thereafter,  such
Confidential  Information  in the strictest  confidence,  and shall not use such
Confidential  Information  for any  purpose,  other  than  as may be  reasonably
necessary for the performance of its duties pursuant to this agreement,  without
the  Company's  prior  written  consent.   Consultant  shall  not  disclose  any
Confidential  Information  to any person or entity,  other than to  Consultant's
employees  or  consultants  as may  be  reasonably  necessary  for  purposes  of
performing its duties  hereunder,  without the Company's prior written  consent.
The foregoing  notwithstanding,  the term  "Confidential  Information" shall not
include information which (i) becomes generally  available to the public,  other
than as a result of a breach  hereof,  (ii) was available on a  non-confidential
basis prior to its  disclosure to  Consultant  by the Company,  or (iii) becomes
available to Consultant on a non-confidential basis from a source other than the
Company,  provided that such source is not bound by a confidentiality  agreement
with respect to such information. The foregoing notwithstanding,  Consultant may
disclose  Confidential  Information to the extent required by law or regulation,
including  but not  limited  to court  orders,  subpoenas,  civil  investigative
demands and interrogatories.

6.    Compensation

As  compensation  for  Consultant's  services,  the Company shall pay Consultant
$10,000 upon the execution of this agreement and  thereafter  $10,000 per month,
payable on the 1st day of each month.  In  addition,  the Company  shall pay the
Consultant's  nominee for the Board of  Directors a monthly of $2500.00  and any
other expense  reimbursement  or fee, which is consistent with any other outside
members of the Board.

7.    Expense Reimbursement

The  Company  shall  reimburse   Consultant   periodically  for  its  reasonable
out-of-pocket  expenses  (excluding   compensation  to  Consultant's  employees)
arising from Consultant's performance hereunder.

8.    Indemnification

The Company agrees to indemnify and hold harmless Consultant  (including each of
its  directors,  officers,  employees,  partners and agents) with respect to any
liability (and actions in respect  thereof)  incurred by Consultant by virtue of
its retention  hereunder and shall  reimburse  Consultant for any legal or other
expenses  reasonably  incurred in connection with investigating or defending any
such  liability  or action,  provided  that the Company  shall have the right to
control the defense of any claim giving rise to such liability and no such claim
shall be settled  without the consent of the Company.  The foregoing  provisions
shall survive  termination of this Agreement and any investigation  with respect
thereto by any party hereto.


Furthermore,  the Company understands and agrees that its financial  statements,
any filings which the Company makes with the SEC, NASD,  state regulators or any
market or exchange and the contents thereof are ultimately the responsibility of
the Company and its officers and directors. Consultant can assist and advise you
in the  preparation  of  such  filings  but  the  Company  must  approve  and is
responsible for the contents of all filings.

9.    Other Engagements

The Company  acknowledges  that Consultant is and will be acting as a consultant
to other business enterprises seeking business  development,  investment banking
and/or  other  services   normally   provided  by  Consultant  and  agrees  that
Consultant's  provision of services to such  enterprises  shall not constitute a
breach hereof or of any duty owed to the Company by virtue of this agreement.

10.   Term

This  agreement is effective upon execution by the Company as provided below and
shall  continue  in effect  for 12 months or until  terminated  by either  party
pursuant to Section 11.

11.   Termination

Either party may terminate this  agreement at any time and for any reason,  with
or without  cause,  upon the giving 30 days written notice of termination to the
other  party;  provided,  however,  that  Consultant  shall be  entitled to full
compensation,  as set  forth  in  Section  6,  up to the  date  of  termination,
regardless  of the reason  for the  termination  and shall be paid all  expenses
incurred in connection  with its acting as a consultant to the Company  pursuant
to Section 7.

12.   General Provisions

(a) This  agreement  shall be  governed  by and  under  the laws of the State of
Maryland without giving effect to conflicts of law principles.  If any provision
hereof is found invalid or unenforceable,  that part shall be amended to achieve
as  nearly  as  possible  the same  effect  as the  original  provision  and the
remainder of this agreement shall remain in full force and effect.

(b) Any dispute  arising under or in any way related to this agreement  shall be
submitted to binding  arbitration  by the American  Arbitration  Association  in
accordance  with  the  Association's   commercial  rules  then  in  effect.  The
arbitration shall be conducted in Rockville,  Maryland. The arbitration shall be
binding on the parties and the  arbitration  award may be confirmed by any court
of competent jurisdiction.

(c) This agreement  constitutes the entire agreement and final  understanding of
the  parties  with  respect to the  subject  matter  hereof and  supersedes  and
terminates all prior and/or  contemporaneous  understandings  and/or discussions
between the parties, whether written or verbal, express or implied,  relating in
any way to the  subject  matter  hereof.  This  agreement  may  not be  altered,
amended, modified or otherwise changed in any way except by a written agreement,
signed by both parties.

(d) Any notice or other communication  pursuant hereto shall be given to a party
at its address first set forth above by (i) personal  delivery,  (ii) commercial
overnight courier with written  verification of receipt,  or (iii) registered or
certified mail. If so mailed or delivered, a notice shall be deemed given on the
earlier  of the date of  actual  receipt  or three  (3) days  after  the date of
authorized delivery.

(e) This  agreement  may be  executed in  counterparts,  each one of which shall
constitute  an original and all of which taken  together  shall  constitute  one
document. The Company shall confirm that the foregoing is in accordance with its
understanding  by signing and returning to Consultant  the enclosed copy of this
agreement, which shall become a binding agreement upon Consultant's receipt.

         IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
duly executed as of the date first written above.



By:  /s/ Mark Elenowitz
         Mark Elenowitz

Axiom Pharmaceuticals, Inc.

By: /s/  That Ngo
         That Ngo
         President, CEO