CONSULTING AGREEMENT

                                                                    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

equival