Exhibit
10.1
CONSULTING AGREEMENT
1.
Parties
The parties to this Agreement are Health Enhancement Products, Inc.
of 7440 Evans Rd, #A101, Scottsdale, AZ 85260 (hereinafter
referred to as “COMPANY”), and Robert Cohen, M.D.,
and/or his nominee, 2660 Peachtree Road NW, Apt. 19H, Atlanta, GA
30305 (hereinafter referred to as
“CONSULTANT”).
2.
Services
At times and places agreed upon by the parties during the
term of this Agreement, CONSULTANT shall provide to COMPANY
consulting and advisory services relative to clinical trials,
animal models, assays, and characterization of activity of the
COMPANY’s products, and related COMPANY business functions,
including fund-raising (hereinafter referred to as the
“SUBJECT”).
3.
Compensation
A. Hourly/Daily Compensation. As consideration for
the services provided by CONSULTANT under this Agreement, COMPANY
shall pay CONSULTANT fees at the rate of $125 dollars per hour
($2,000 dollars per day) for each day of consulting over the term
of this Agreement. The content and time for the consulting
services will be agreed upon in advance by both parties.
Further, CONSULTANT shall be reimbursed by COMPANY for all
customary and standard traveling expenses incurred at the request
of COMPANY during the term of this Agreement. Services
rendered by CONSULTANT and the requisite payment of compensation
have been approved under the terms and conditions of this
contract.
B. Warrants. A retainer of 500,000 warrants to
purchase stock in Health Enhancement Products, Inc., with a 5 year
term and priced at $0.50/share, will be awarded to Consultant under
the following terms and conditions:
i. 200,000 warrants vesting on the first day of the
Agreement.
ii. 100,000 warrants vesting on the earlier of 60 days
after signing the Agreement or closing on $0.5M of funds from
investor(s) first introduced by Consultant, under terms acceptable
to the Company.
iii. 200,000 warrants vesting on the earlier of 120 days
after signing of the Agreement or closing on $3M of funds from
investor(s) first introduced by Consultant, under terms acceptable
to the Company.
C. Fees for raising funds.
i. 5% of the money raised under terms acceptable to the
Company from investor(s) first introduced to the Company by
Consultant
ii. Warrants to purchase stock in Health Enhancement
Products, Inc. The number of warrants will be 5% of the
number of shares sold to the investor(s) first introduced by
Consultant. The warrants will have a 5 yr term, and be priced
at a 50% discount to the average closing price of the common stock
for the ten trading days preceding the date funds are received.
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4.
Confidentiality
A.
Except as set forth below, all information disclosed by
COMPANY to CONSULTANT relative to any and all information relating
to the SUBJECT shall be treated as confidential and proprietary
information of COMPANY and CONSULTANT shall only use such
information for the benefit of COMPANY in the rendering of services
for COMPANY and shall not otherwise use or disclose such
information to others without express, written
