Exhibit 4.3
MARKETING AND CONSULTING AGREEMENT
This Marketing and Consulting Agreement
(“Agreement”), dated this 11 th day of June
2007, is executed by and between Viral Gentics, Inc. a Delaware
corporation with offices located at 1321 Mountain View Circle,
Azusa, CA 91702(the “Company”), and Paul Giarmoleo,
with offices located @ 39 Niagara St., Miller Place, NY 11764
(“Consultant”).
WHEREAS, the Consultant has advanced knowledge in
the areas of mergers and acquisitions and joint
ventures.
WHEREAS, the Company desires to retain the
non-exclusive services of the Consultant to assist in the marketing
of its potential product line and services as well as advising as
to new potential markets;
NOW THEREFORE, in consideration of the promises and
mutual covenants set forth in this Agreement, the parties hereby
agree as follows:
1. Scope of Services. The Company hereby retains the
Consultant to assist in the marketing of its products in new
international markets and identifying potential distributors,
licensees and joint ventures partners in a international market.
Additionally, responsibilities will include identifying key
personnel for management, Board of Directors, and advisory
boards.
2. Term. This Agreement shall become effective as of
the date set forth on the signature page of this Agreement and
shall continue for a period of one (1) year (the
“Term”). Notwithstanding the foregoing, the Company or
the Consultant have the right to terminate this Agreement for cause
upon 15 days’ written notice, which written notice shall be
effective upon mailing by first class mail, FedEx or other such
delivery services at the respective addresses provided by the
parties in this Agreement. “Cause” shall be deemed any
violation of any federal or state law or any rule or regulation of
any regulatory agency, any neglect, or omission detrimental to the
conduct of the Company or the business of the Consultant, material
breach of this Agreement or any unauthorized disclosure of any
confidential information of the Company.
3. Compensation, Issuance of Stock. In consideration
for the services to be performed by the Consultant pursuant to the
terms of this Agreement, the Company will issue to Consultant,
immediately upon the execution of this Agreement, a total of
1,0
