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Exhibit 99.1
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Cascade Summit, LLC
3120 NW Metke
Place
Bend, OR
97701
Tel:
541-550-7697 Fax: 415-480-8787
Email:
dbaker@corefundmgmt.com
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April 28,
2009
Znomics
Inc.
2611 SW Third
Avenue, Suite 200
Portland, OR
97201
Dwight Sangrey,
Chairman of the Board of Directors
Re: Advisory
Agreement
Dear
Dwight:
CASCADE SUMMIT,
LLC (the “Advisor”) is please to act as independent
advisor to Znomics, Inc. (the “Company”) on the
following terms:
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Engagement . The Company hereby retains
the Advisor to provide consulting services (as described in the
Description of Work attached hereto as Exhibit A (the
“Description of Work”)) to the Company, and the Advisor
hereby agrees to provide such services.
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Services . The Description of Work describes
the services to be performed by the Advisor. If the
Company and the Advisor anticipate the Advisor providing services
in addition to those described in the Description of Work,
the parties may amend this agreement by attaching
additional exhibits. In providing services
under this agreement the Advisor will be acting as independent
contractor, not an employee, of the Company.
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Compensation . As compensation for services to be
provided by the Advisor under this agreement, the Company shall
without any conditions or contingencies, for the value of services
performed, convey to the Advisor (or its designees), an advisory
fee in connection with the successful completion of a successful
transaction. For the absence of doubt, a transaction
shall be defined as the successful completion of a merger or
acquisition involving the Company with another company or entity,
with the newly combined entity becoming a reporting company
pursuant to the Securities Exchange Act of 1934. The
advisory fee shall equal twenty percent (20%) of the total
consideration paid to or retained by the Company shareholders in
connection with such transaction. The parties hereto expect that
such transaction shall most likely be structured as a reverse
merger, the Company will have no remaining assets or liabilities
(contingent or otherwise) at closing of such transaction and that
the consideration in such transaction shall consist of shares of
the newly combined company . The Company shall furnish
the Advisor with such shares simultaneously upon the successful
closing of such a transaction, which shares will be validly issued,
fully-paid and non-assessable, and free from all taxes, liens and
charges.
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4.
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Term . Subject to Section 10, the term of
this agreement will commence on the date written above and will end
on December 31, 2009.
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Allocation
of Time and Energies . The Advisor shall perform
diligently any services that they provide under this agreement on a
best efforts basis. The Advisor will not be required to
devote a set n
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