Exhibit 4.4
CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (this
“Agreement”) is made June 11, 2007, by and between
Viral Genetics, Inc. (“Company”) and Hugh Austin
(“Consultant”).
1 .
Services . Subject to
the terms and conditions of this Agreement, the Company hereby
engages the Consultant, and Consultant hereby accepts the
engagement, to provide advice, analysis and recommendations
(“Services”) to the Company with respect to the
following:
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1.
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Short- and long-term strategic planning
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2.
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Short- and long-term marketing
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3.
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Meeting with/selecting qualified companies for joint
ventures
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4.
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Contacting/interviewing qualified Investor Relations
Firms, Accounting Firms and Legal Counsel
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5.
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Recruitment/selection of key executives and
staff
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6.
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Identification/selection of board members
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The Consultant shall devote to the performance of
Services such time and effort as the Consultant deems necessary.
This engagement is not exclusive; the Company may engage other
consultants to perform any or more Services and the Consultant may
provide any Service to other claims.
The Consultant hereby represents, warrants and
confirms to the Company that for as long as the Consultant is
providing the Services to the Company pursuant to this Agreement.
The Consultant shall not engage, directly or indirectly in any
activities that are intended to raise any capital or financing for
the Company or that are related to any of the financing activities
of the Company.
2.
Compensation and Expenses. For the services provided by the Consultant, the Company shall
compensate the Consultant by delivering to Consultant, no later
than June 2007 4.5 million (4,500,000) shares of the common stock
of the Company (“Common Stock”) that is Freely
Tradeable. The Company will reimburse the Consultant for
reasonable, pre-approved out-of-pocket expenses incurred in
connection with the performance of Services provided for which
Consultant submits receipts or expense records to the Company in
accordance with the Company’s general reimbursement policy
then in effect.
3.
Employee Benefit Plans. Because Consultant is a consultant to and not an employee of
the Company, Consultant shall not be entitled to participate in any
employee benefit plans in effect for employees of the
Company.
4.
Successors and Assigns. This Agreement is binding upon and inures to the benefit of the
Company and its affiliates, successors and assigns and is binding
upon and inures to the benefit of Consultant and his successors and
assigns; provided that in no event shall Consultant’s
obligations to perform the Services be delegated or transferred by
Consultant without the prior written consent of the
Company.
5.
Term. This Agreement
shall commence on the date hereof and, unless sooner terminated in
accordance with the provisions of Section 6
