Sample Business Contracts

Corporate Consulting Services - Woodbridge Management Ltd. and Axiom Pharmaceuticals Inc.

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                          Corporate Consulting Services

This  AGREEMENT  shall be  effective  on this  27th day of June 2003 and is made
between Woodbridge  Management,  Ltd  ("Consultant") and Axiom  Pharmaceuticals,
Inc., a Nevada  Corporation having offices at No. F.3004 Sankei Torch Bldg, 262A
Shifu Road, Shenyang City, Liaoning Province ("Client").

1.0      PREMISES

         WHEREAS,   the  Consultant  has  expertise  in  the  area  of  business
development, corporate strategy, joint ventures, mergers and acquisitions; and

         WHEREAS,  having reviewed the  Consultant's  background and experience,
the Client has made a determination as to the competency of Consultant to assist
the Company with such matters;

         NOW  THEREFORE,  in  consideration  of  the  premises,   covenants  and
conditions  contained in this AGREEMENT,  and intending to be legally bound, the
parties mutually agree as follows:


2.1      Woodbridge  will  be  the  consultant of  record and  will perform  the
services  listed in Section 2.2 below.  No other  individual will be substituted
without the express written permission of the Client.

2.2      The Consultant will use his best efforts to assist with the following:

      a)    Aiding in Client's  corporate  strategy and business  planning,  and
            arranging meetings when appropriate;

      b)    Attending  key  meetings  for  Client for the  purpose  of  business

      c)    Providing  assistance with regard to structuring of proposed mergers
            and acquisitions by Client;

      d)    Liaising with Client's accountants and legal advisors when necessary
            to assist with Client's business development;

      e)    All other  services  which the  Consultant  sees fit to render under
            this AGREEMENT; and

      f)    Consultant shall not be responsible for any fundraising on behalf of
            Client, unless otherwise agreed to in writing by Consultant.


3.1 Client shall provide  Consultant  with all necessary  information  about the
company and will provide a representative to act as a liaison to the Consultant.


4.1      The term of this AGREEMENT is one year.

4.2      This AGREEMENT may be terminated by either party with 30 days written

4.3      The Consultant will use his best efforts throughout the term of the



5.1 At the time of the signing of this AGREEMENT,  the Consultant  shall receive
80,000 restricted shares of Common Stock of Axiom Pharmaceuticals, Inc.

5.2 In addition,  the Consultant shall receive  reimbursement for all reasonable
out-of-pocket expenses incurred as a result of performing the services described
in Section 2.


6.1 The Consultant  agrees to safeguard  confidential  information of Client and
will not  disclose  or permit  the use or  disclosure  of any such  information,
except as authorized  in advance by Client in writing.  The  Consultant  further
agrees  to  surrender  all  confidential  data  to  Client  either  on  request,
cancellation,  or  termination  of this  AGREEMENT  and will not retain  copies,
notes,  or memoranda  of such data.  The  obligations  specified in this section
shall be deemed to survive the termination of this AGREEMENT.


7.1 This  AGREEMENT  does  not  create  an  employer-employee  or  agent-servant
relationship  between  the  parties.  At all  times  under  this  AGREEMENT  the
Consultant shall be considered an independent contractor.

7.2 Consultant shall not be responsible for any obligation or liability incurred
or assumed by the Client or its employees, affiliates, representatives,  agents,
or  subcontractors  and the  Client  hereby  indemnifies  and  holds  Consultant
harmless from any claim arising from the acts or omissions of such persons.


8.1  This   writing   contains  the  entire   AGREEMENT   of  the  parties.   No
representations were made or relied upon by any party other than those expressly
set forth herein. No agent,  employee, or representative of a party is empowered
to alter or modify any of the terms in this AGREEMENT  unless such  modification
is done in writing  and signed by the  signatories  below,  or other  authorized
representatives designated, in writing, by the respective parties.


9.1 Any provision of this AGREEMENT that is invalid, illegal or unenforceable in
any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of
such invalidity,  illegality, or unenforceability,  without affecting in any way
the remaining  provisions  hereof in such  jurisdiction or rendering that or any
other provision of this AGREEMENT  invalid,  illegal,  or  unenforceable  in any
other jurisdiction.

10.0     WAIVERS

10.1 Any waiver by a party to any term or  condition  of this  AGREEMENT  by the
other party shall not affect or impair the waiving party's right with respect to
any subsequent act or omission of the same type, nor shall it be deemed to waive
any other right under this AGREEMENT; nor shall any delay or omission of a party
to exercise any right arising under this AGREEMENT affect or impair such party's
rights as to the same or any future delay or omission;  nor shall the failure of
a party to this AGREEMENT to require or exact full and complete  compliance with
any one or more of the  provisions  of this  AGREEMENT  be  construed  as in any
manner changing such provision or provisions.



11.1 The parties  hereto warrant and represent that they have the full power and
authority  to enter  into this  AGREEMENT  and to  consummate  the  transactions
contemplated hereby and have been duly authorized to execute this AGREEMENT.

12.0     NOTICES

12.1 All notices,  purchase orders, and other communications  contemplated under
this AGREEMENT shall be in writing and shall be either personally delivered,  or
transmitted by certified  mail,  facsimile  transmission,  wire, or other device
reasonably  calculated to effect delivery of documents  within five (5) business
days. Unless otherwise agreed to by all the parties,  such notices,  orders, and
communications  shall be sent, as  appropriate,  to the parties at the addresses
noted below:


If to Consultant:

Woodbridge Management, Ltd.
Linda Veri - President
192 Blue Hill Road South
P.O. Box N-7101 Nassau, Bahamas

709-B West Rusk #580
Rockwall, Texas 75087

If to the Client:

Axiom Pharmaceuticals, Inc.
8324 Delgany Avenue
Playa Del Rey, CA 90293


13.1 This AGREEMENT shall be interpreted, controlled, and enforced in accordance
with the substantive laws of the State of New York.

13.2 Each party shall bear its own expenses in any  litigation  conducted  under
this section.

13.2 Any controversy or claim arising out of or relating to this  AGREEMENT,  or
breach of this  AGREEMENT  is to be settled by  arbitration  in New York,  NY in
accordance  with the Commercial  Arbitration  Rules of the American  Arbitration
Association,  and  judgment  on the award  rendered  by the  arbitrators  may be
entered in any court having jurisdiction.  There must be three arbitrators,  one
to be  chosen  directly  by each  party at will and the third  arbitrator  to be
selected by the two  arbitrators so chosen.  Each party will pay the fees of the
arbitrator he or she selects and his or her own  attorneys,  and the expenses of
his or her witnesses and all other expenses connected with presenting his or her
case.  Other  costs of the  arbitration,  including  the cost of any  record  or
transcripts  of the  arbitration,  administrative  fees,  the  fee of the  third
arbitrator, and all other fees and costs, will be borne equally by the parties.


14.1     This AGREEMENT shall be deemed terminated upon  the occurrence  of  any
one or more of the following events:

         (a) A  party  commits  a  breach  of one or  more  material  terms  and
conditions of this AGREEMENT and the nonbreaching party elects to terminate this

         (b) In the Opinion of the Client,  the Consultant  fails to put forth a
satisfactory level of effort in performing the duties described in Section 2.0;

         (c) A party becomes insolvent,  or subject to a petition in bankruptcy,
or is placed  under the  control of a  receiver,  liquidator,  or  committee  of
creditors; or

         (d) Upon mutual consent of the parties.

14.2  Termination  of this  Agreement  for  any  reason  shall  not  effect  the
compensation to be paid to consultant pursuant to Section 5.

IN WITNESS  WHEREFORE,  the parties  hereto have duly executed this Contract for
Consulting Services.



BY:       /s/ Charlie Smith
Printed Name: Charlie Smith
Title:        President
Date:         6/27/03

Axiom Pharmaceuticals, Inc.

BY:       /s/ Douglas MacLellan
Printed Name: Douglas MacLellan
Date:         6/27/03