DEVELOPMENT FEE AGREEMENT
THIS AGREEMENT is entered into this 10th day of March in the
year 2004 by and
between Antonio Macaraeg, hereinafter referred to as (AM) and Nanosignal,
hereinafter referred to as (NNOS),
jointly and together
hereinafter referred to
as "The Parties". The recitals, general terms and conditions of
this Agreement
are as follows;
RECITLES;
WHEREAS, NNOS and AM have entered into a
Consulting Agreement
for Independent
Consultant with Non-Competition Clause
dated March 10th, 2004;
WHEREAS, AM has entered into an
agreement with NNOS for purposes of
assigning
all rights, title and interest in the
medical waste remediation process and data
storage and transfer.
WHEREAS, under the terms and conditions of the consulting agreement by and
between NNOS and AM, AM is to receive
compensation in
consideration of services
rendered;
NOW THEREFORE, The Parties hereby agree as
follows;
I. COMPENSATION STRUCTURE: The Parties hereby agree that, for and in
consideration,
AM shall within seven
business days after
execution of the
March 10th, 2004
receive the following NNOS stock compensation;
5,000,000 S-8 Free Trading Common Shares
II. INJUNCTIVE RELIEF: The Parties
hereby acknowledge
that breach of the
provisions
of this Agreement would result in irreparable injury and
permanent
damage to the Parties,
which prohibitions or restrictions
The
Parties
acknowledge
are both reasonable and necessary under the
circumstances,
singularly and in the aggregate, to protect the interests of
The Parties.
The Parties
recognize and agree that the ascertainment of
damages in the
event of a breach of the provisions of this Agreement would
be difficult,
and that money
damages alone would be
an inadequate
remedy
for the
injuries and damages which would be suffered by The
Parties from
breach of this
Agreement by The Parties. The Parties therefore agree: (i)
that,
in the event of a
breach of the
provisions of this
Agreement, the
damaged Party,
in addition to and
without limiting any
of the remedies or
rights which it
may have at law or in equity or pursuant to this Agreement,
shall have the
right to injunctive
relief or other similar remedy in order
to specifically
enforce the provisions hereof; and (ii) to waive and not to
(A) assert any
defense to the effect that the
<PAGE>
Parties
have an adequate
remedy at law with
respect to any such breach or
(B) require
that the Party
being sued post a bond
or any other
security.
Nothing
contained herein shall
preclude either of The Parties from seeking
monetary
damages of any kind,
including reasonable fees and expenses of
counsel and
other expenses, in a court of law.
4. NOTICES. All notices required and given herewith shall be addressed to
the
Company or Consultant at the designated address as shown below,
and shall be
effective
5. MISCELLANEOUS:
i. This
Agreement shall be governed by, construed under, and enforced and
interpreted in
accordance with the laws of the State of Nevada.
ii. This
Agreement constitutes the entire agreement between the parties
and
supersedes any
prior understanding
or agreement among
them respecting the
subject matter
hereof.
iii.
This Agreement may not be modified or amended
except by
subsequent
instrument in
writing signed by the parties hereto. No term or condition of
this Agreement
shall be deemed to have been waived, nor shall there be any
estoppel against
the enforcement of any provision of this Agreement, except
by written
instrument of the party charged with such waiver or estoppel.
iv. If any term
or provision of this Agreement is held illegal, invalid or
unenforceable,
such illegality,
invalidity or
unenforceability
will not
affect the
legality, validity or
enforceability
of the remainder of
this
Agreement.
THE PARTIES AGREEMENT TO ALL OF THE ABOVE IS
EVIDENCED BY THEIR SIGNATURES
HEREINBELOW;
/s/ Antonio Macaraeg
----------------------------
Antonio Macaraeg
/s/ Scott Ervin
----------------------------
Nanosignal: Scott Ervin, Chairman/CEO
<PAGE>
CONSULTING AGREEMENT FOR
INDEPENDENT CONSULTANT WITH NON-COMPETITION CLAUSE
AGREEMENT made this 5th day of
March, 2004 between Antonio Macaraeg (the
"Consultant"), residing at 6500 Vegas Drive
#2021 Las Vegas, NV 89108.
Nanosignal Corporation (the "Company"),
having its principal place of business
at 345 South Pointe Blvd., Suite 110
Canonsburg, PA 15317
IN CONSIDERATION of the Company's retaining
the Consultant for independent
consulting Services, and of a thirty (30)
day notice of termination provision,
it is agreed as follows:
1. Independent Consulting Services
Whereas the Consultant will work
with its technology partners to develop secure
methods of storage and transport of data
related to SLICES[TM] image processing
software and its applications regarding
facilities and their patient's
recordings and alternative mediums of
information sharing. The Company hereby
retains the Consultant and the Consultant
hereby agrees to perform Consulting
services upon the terms and conditions
contained herein and at consulting fees
as shall be agreed upon f
