|
Exhibit 99.1
CONSULTING AGREEMENT
This CONSULTING AGREEMENT (the "Agreement") entered into
effective this
3rd day of February, 2005, by and between Amazon Biotech, Inc.,
a Utah
corporation ("AMZB") and Halcyon, S.A., a Panamanian corporation
("Consultant").
WHEREAS, Consultant has agreed to provide business strategy
consulting
services to AMZB; and
WHEREAS, this Agreement is made to set out the compensation,
conditions
and guidelines that will govern the relationship between the
parties.
NOW, THEREFORE, in consideration of the mutual promises and
covenants
contained herein, the receipt and sufficiency of which is
expressly acknowledged
by the parties hereto, the parties agree as follows:
1. The Services. Effective the date above (the "Effective
Date"), and for the
term of this Agreement, Consultant will provide business
strategy consulting
services, including, but not limited to, reviewing, revising,
and developing a
business plan, model, and growth strategy for AMZB (the
"Services"). Consultant
has not been engaged to perform, nor does Consultant agree to
perform any
services in connection with capital raising transactions. It is
mutually
understood and agreed that any fees for the Services provided by
Consultant,
which result in some benefit for AMZB in connection with a
capital raising
transaction, shall be negotiated separately from this
Agreement.
2. Term of Agreement. Unless otherwise terminated as provided
hereunder, the
Services shall be provided to AMZB from the Effective Date
through April 30,
2005. This Agreement may be renewed at the option of the
parties.
3. Costs and Expenses. AMZB understands that, in the course of
Consultant's
efforts to develop AMZB's corporate image, it may be necessary
for Consultant to
incur certain costs or expenses. AMZB will reimburse Consultant
for the costs or
expenses by Consultant in providing the Services to AMZB,
provided such expenses
are approved by AMZB in writing in advance.
4. Payment for Services. In consideration for the services, AMZB
agrees to issue
to Consultant 1,500,000 shares (the "Shares") of common stock
for services
rendered.
5. Investment Representations; Registration.
(a) Investment Representations.
(i) The Consultant represents that the Consultant has been
given
full and complete access to AMZB for the purpose of obtaining
such information
as the Consultant or its qualified representative has reasonably
requested in
connection with the decision to acquire the Shares. The
Consultant represents
that such Consultant has been afforded the opportunity to ask
questions of the
officers of AMZB regarding its business prospects and the
Shares, all as the
Consultant or the Consultant's qualified representative have
found necessary to
make an informed investment decision to purchase the Shares.
1
<PAGE>
Exhibit 99.1
(ii) The Consultant has been advised that the Shares have not
been
registered under the Securities Act or any other applicable
securities laws and
that Shares are being offered and sold pursuant to Section 4(2)
of the
Securities Act and Rule 506 of Regulation D thereunder, and that
AMZB's reliance
upon Section 4(2) and Rule 506 of Regulation D is predicated in
part on the
Consultant representations as contained herein. The Consultant
acknowledges that
the Shares will be issued as "restricted securities" as defined
by Rule 144
promulgated pursuant to the Securities Act. None of the Shares
may be resold in
the absence of an effective registration thereof under the
Securities Act and
applicable state securities laws unless, in the opinion of
AMZB's counsel, an
applicable exemption from registration is available.
(iii) The Consultant represents that the Consultant is acquiring
the
Shares for the Consultant's own account, and not as nominee or
agent, for
investment purposes only and not with a view to, or for sale in
connection with,
a distribution, as that term is used in Section 2(11) of the
Securities Act, in
a manner which would require registration under the Securities
Act or any state
securities laws.
(iv) The Consultant understands and acknowledges that the
Shares,
when issued, will bear the following legend:
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT
BE SOLD OR TRANSFERRED FOR VALUE IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION THEREOF UNDER THE SECURITIES ACT
OF 1933 AND/OR THE SECURITIES ACT OF ANY STATE HAVING
JURISDICTION OR AN OPINION OF COUNSEL ACCEPTABLE TO THE
CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED UNDER
SUCH ACT OR ACTS.
(v) The Consultant acknowledges that an investment in the Shares
is
not liquid and is transferable only under limited conditions.
The Consultant
acknowledges that such Shares must be held indefinitely unless
they are
subsequently registered under the Securities Act or an exemption
from such
registration is available. The Consultant is aware of the
provisions of Rule 144
promulgated under the Securities Act, which permits limited
resale of restricted
securities subject to the satisfaction of certain conditions and
that such Rule
is not now available and, in the future, may not become
available for resale of
any of the Shares.
2
<PAGE>
Exhibit 99.1
(vi) The Consultant is an "accredited investor" as defined
under
Rule 501 under the Securities Act.
(vii) Consultant acknowledges that it is able to protect its
interests in connection with the acquisition of the Shares and
can bear the
economic risk of investment in such securities without producing
a material
adverse change in Consultant's financial condition. Consultant,
either alone or
with the Consultant's representative(s), otherwise has such
knowledge and
experience in financial or business matters that Consultant is
capable of
evaluating the merits and risks of the investment in the
Shares.
(viii) The Consultant has a preexisting personal or business
relationship with AMZB, one or more of its officers, directors
or controlling
persons, or one of the selling agents of AMZB, if any.
(ix) The Consultant represents, warrants and covenants that it
is
not acquiring the Shares as part of a group within the meaning
of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended.
(b) Registration.
(i) Registration Rights. If, at any time after March 21, 2005
and
expiring March 21, 2008, AMZB proposes to register any of its
securities under
the Securities Act (except for registrations on Forms S-8 or S-4
or their
eq
| 
