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Exhibit 10.1
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CONSULTING AGREEMENT
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This Consulting
Agreement ("Agreement") is made between PATIENT PORTAL
TECHNOLOGIES, INC., a Delaware corporation ("PPTI") and AUSPICIUM,
LLC., A New
York limited liability company ("Auspicium"), with respect to the
following:
RECITALS
WHEREAS, Auspicium
is in the business of providing general business
consulting, finance, accounting and capital raising services to
privately held
and publicly held corporations; and
WHEREAS, PPTI is a
public company and wishes to retain the consulting
and capital raising services of Auspicium.
AGREEMENT
IN CONSIDERATION
of the mutual promises made by Auspicium and PPTI, and
the terms and conditions hereafter set forth, the assistance that
has been
provided by Auspicium from the period January 2008 through December
31, 2008,
the receipt and adequacy of such consideration being mutually
acknowledged,
Auspicium and PPTI therefore agree to the following:
1. TERMS OF THIS CONSULTING
AGREEMENT:
A. TERM: The
initial term shall be for two (2) years commencing January
1, 2009. The term may be renewed in accordance with Section 1D.
B. CONSULTING,
ACCOUNTING AND CAPITAL RAISING SERVICES: Auspicium will
provide general assistance to PPTI in the areas of healthcare
consulting with
respect to the promotion of the Corporation's product development,
sales,
strategy, and marketing activities. Additionally, Auspcium will aid
PPTI in the
development of its accounting processes, operational systems and
SEC
coordination as well as assist PPTI with identifying and
developing
relationships with potential strategic partners and in obtaining
additional
capital.
C. CONSIDERATION.
For services rendered by Auspicium on behalf of PPTI
previous to and pursuant to this Agreement, upon execution of this
Agreement,
PPTI shall pay all out-of-pocket expenses incurred by Auspicium and
approved by
PPTI related to his activities included in this agreement.
Auspicium or its
principal will be additionally compensated for all its services
rendered
pursuant to Section 1B, through:
o the issuance to Auspicium, on January 2, 2009
of a grant of two
million shares(2,000,000)of restricted common stock pursuant to
the Restricted Stock Grant Agreement, dated as of January 2,
2009,
between PPTI and Auspicium; and
o Compensation equal to 3% of "Gross Proceeds
Raised" as part of the
planned capital transaction between the company and outside
investors
and / or lenders. Gross Proceeds Raised shall include
both cash and any securities, debt, or the cancellation of debt
included as part of a capital transaction, payable
substantially
contemporaneously with the closing of the capital transaction.
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o In the event no financing transaction closes by
April 30, 2009,
the company will owe Auspicium minimum compensation of
$250,000.
Any portion of the compensation which is unable to be paid will
accrue interest at an annual rate of 8%. If the financing
closes
at a later date, the company will owe Auspicium the difference
of
the previous compensation earned of $250,000 and the balance
of 3%
of the proceeds raised; and
o Effective January 1, 2009 the company will pay
Auspicium a monthly
retainer of $10,000 for services rendered. Any unpaid retainer
will also accrue interest at an annual rate of 8%.
D. EXTENSIONS AND
RENEWALS: This Agreement may be extended ("Extension
Period") on an annual basis by mutual agreement of the parties,
following a
mutual1y negotiated, written amendment to this Agreement specifying
the new time
period, the terms of the Amendment and Lorenz's compensation for
the Extension
Period. Notice of mutually agreed extension amendment must comply
with Section
1-E.
E. OFFICIAL
NOTICE. All official communications or legal notices shall
be given in writing by registered or certified mail, addressed to
the respective
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