CONSULTING AGREEMENT
This Consulting Agreement ("Agreement")
is entered into this 4th day of September, 2007
between HARRIS FORBES, INC., located at 2425 Fountain View
Drive, Suite 305, Houston, TX 77057 ("Consultant"),
a business engaged in providing consulting services, through its
partners, subsidiaries or affiliates and CYTOGENIX, INC.,
located at 3100 Wilcrest Drive, Houston, TX 77042, a
Nevada corporation located in Houston, Texas
(“Client” or the “Company”), in
connection with the rendering by Consultant to Client of
consulting services, as described herein below, for and in
consideration of the compensation described.
WHEREAS , Client’s shares of common
stock are quoted on the OTCB and desires to retain Consultant to
perform certain consulting services as described herein and
Consultant is willing to render and provide such service to the
Company.
THEREFORE , in consideration of the
mutual agreements and covenants set forth in this Agreement, and
intending to be legally bound hereby, the parties agree as
follows:
1. Engagement of Consultant. The Company
hereby engages and retains Consultant to render to the Company
the consulting services (the “Consulting Services”)
described in paragraph 2 for the period commencing on the date
of this Agreement and ending twelve (12) months thereafter (the
"Consulting Period"). This Agreement maybe extended upon
mutual agreement of both parties for a six (6) month term (the
“Extended Consulting Period”.)
2. Description of Consulting Services.
The Consulting Services rendered by Consultant hereunder shall
consist of consultations with management of the Company as such
management may from time to time require during the consulting
period, providing a minimum of ten (10) hours of such service
per month for the duration of the term of this Agreement. Such
consultation with management shall be with respect to the
Company’s growth, expansion and business image as well as
for assistance with due diligence investigations and other
related matters.
3. Compensation for Consulting Services.
The Company shall pay to Consultant for said services rendered
hereunder, the sum of One Million (1,000,000) shares of 144
restricted common stock of the Company which shall be due and
payable in the follow manner: 83,337 thousand shares will be due
and payable immediately upon signing of this Agreement, and the
remaining Nine Hundred Sixteen Thousand Six Hundred Six Hundred
Sixty-three (916,663) shares will be due and payable in eleven
(11) equal installments of 83,333 shares beginning on September
31, 2007 and ending on July 31, 2008. Said installments
will be issued on the last day of each month by the
Company’s agent, Nevada Agency and Trust Company (NATCO),
and mailed directly to Consultant at the address listed herein
below. Such arrangement will be subject to a standing
order submitted by the Company to NATCO, a copy of which is
attached hereto as Exhibit A. Consultant shall send the Company
monthly invoices describing services provided, due at the time
each certificate is scheduled to be issued, no later than the
last day of each month.
If the parties mutually agree to the Extended
Consulting Period, the Company shall pay to Consultant for said
services rendered during the Extended Consulting Period, the sum
of Three Hundred Thirty-Three Thousand Three Hundred and Thirty
(333,330) shares of restricted common stock of the Company which
shall be due and payable in six (6) equal installments of 55,555
shares
Page 1 of 6
Cytogenix, Inc. ________
Consultant Agreement – Harris Forbes
Harris Forbes, Inc. ________
beginning on August 31, 2008 and ending on
January 31, 2009. In a similar manner as above, said
installments will be issued on the last day of each month by the
Company’s agent, Nevada Agency and Trust Company (NATCO),
and mailed directly to Consultant at the address listed herein
below, subject to a new standing order submitted by the Company
to NATCO, a copy of which shall be delivered to Consultant at
the time of extension.
4. Piggy-back Registration.
If the Company at any time proposes to register any of its
securities under the 1933 Act for sale to the public, whether
for its own account or for the account of other security holders
or both, except with respect to registration statements on Forms
S-1, S-4, S-8 or another form not available for registering the
Consultant Shares for sale to the public, provided the
Consultant Shares are not otherwise registered for resale by the
holder(s) of the Consultant Shares pursuant to an effective
registration statement, each such time the Company will give at
least fifteen (15) days’ prior written notice to
Consultant of its intention so to do. Upon written request
of Consultant, received by the Company within ten (10) days
after the giving of any such notice by the Company, to register
any of the Consultant Shares not previously registered, the
Company will cause the Consultant Shares as to which
registration shall have been so requested to be included with
the securities to be covered by the registration statement
proposed to be filed by the Company, all to the extent required
to permit the sale or other disposition of the Consultant Shares
by Consultant. In the event that any registration pursuant
to this paragraph 4 shall be, in whole or in part, an
underwritten public offering of common stock of the Company, the
number of shares of the Consultant Shares to be included in such
underwriting may be reduced by the managing underwriter if and
to the extent that the underwriter shall reasonably be of the
opinion that such inclusion would adversely affect the marketing
of the securities to be sold by the Company therein; provided,
however, that the Company shall notify the Seller in writing of
any such reduction. Notwithstanding the foregoing
provisions, the Company may withdraw or delay or suffer a delay
of any registration statement referred to in this paragraph 4
without thereby incurring any liability to the Seller(s).
5. Compensation of Out-of-Pocket
Expenses. The Company shall be responsible for reimbursing
Consultant for reasonable, accountable, out-of-pocket expenses
incurred in performing the services provided in this Agreement.
Such reimbursement would be in addition to any compensation for
services as provided herein above and would be payable in cash,
unless otherwise agreed among the parties, within 60 days after
receipt of an invoice from Consultant. Any expenses in
excess of $250.00 in any calendar month for which Consultant
would be entitled to receive reimbursement would require advance
written approval by the Company. The cost of all
reasonable travel including airline ticketing, hotel
accommodations and other related travel costs shall, at the
election of Consultant, be prepaid by the Company.
6. Nonexclusive Undertakings.
The Company expressly understands and agrees that
Consultant shall not be prevented or barred from rendering
services of the same nature as or a similar nature to those
described in this Agreement, or of any nature whatsoever, for or
on behalf of any person, firm, corporation, or entity other than
the Company. Consultant agrees, that during the term of
this Agreement that it will not provide such service to other
biopharmaceutical companies engaged in research, development
and/or commercializati
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