CONSULTING
AGREEMENT
This
Consulting Agreement ("Agreement") is entered into this 4th day of
September, 2007 between CHASSEUR Corporation, located at 3020
Bellaire Ranch Drive, #1517, Fort Worth, TX 76109 ("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
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Cytogenix, Inc.
________
Consultant
Agreement – Chasseur Corporation
Chasseur Corporation
________
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
commerc
