EXHIBIT 4.8
CONSULTING AGREEMENT
This agreement is made and entered into as of the 1st day of August, 2003,
by and between Enhance Biotech, Inc., a Delaware corporation ("Issuer") and the
undersigned consultant ("Consultant").
R E C I T A L S
A. WHEREAS, Issuer desires to retain Consultant, and Consultant desires to
be retained by Issuer, to provide consulting services to Issuer; and
B. WHEREAS, Issuer desires to compensate Consultant for Consultant's
services by issuing shares of Issuer's common stock, and Consultant desires to
be compensated by the receipt of such shares.
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the parties agree as follows:
1. CONSULTING SERVICES AND COMPENSATION. On the terms and subject to the
conditions set forth in this agreement, Issuer and Consultant hereby agree that:
1.1 For a period of 90 days after the date of this agreement,
Consultant shall serve as a consultant to Issuer in locating potential business
opportunities for Issuer and providing general business consulting services to
Issuer within guidelines to be established by Issuer from time to time (the
"Consulting Services"); and
1.2 Issuer agrees to issue to Consultant and Consultant agrees to
accept from Issuer, as compensation for the Consulting Services, that number of
shares of Issuer's common stock which is set forth on the signature page of this
agreement (the "Shares").
2. REGISTRATION, ISSUANCE AND DELIVERY OF SHARES. Issuer agrees to register
the issuance of the Shares to Consultant by filing a Form S-8 registration
statement (the "Registration Statement") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act").
Promptly after the Registration Statement becomes effective, Issuer shall issue
a stock certificate representing the Shares to Consultant and shall deliver the
stock certificate at the address specified by Consultant in the delivery
instructions on the signature page of this Agreement.
3. ISSUER'S REPRESENTATIONS AND WARRANTIES. Issuer hereby represents and
warrants to Consultant that:
3.1 Authority. The individual executing and delivering this agreement
on Issuer's behalf has been duly authorized to do so, the signature of such
individual is binding upon Issuer, and Issuer is duly organized and subsisting
under the laws of the jurisdiction in which it was organized.
3.2 Enforceability. Issuer has duly executed and delivered this
Agreement and (subject to its execution by Consultant) it constitutes a valid
and binding agreement of Issuer enforceable in accordance with its terms against
Issuer, except as such enforceability may be limited by principles of public
policy, and subject to laws of general application relating to bankruptcy,
insolvency and the relief of debtors and rules of law governing specific
performance, injunctive relief or other equitable remedies.
3.3 Capitalization. Issuer has no outstanding capital stock other than
common stock as of the date of this Agreement. Issuer is authorized to issue
25,000,000 shares of common stock, of which less than 16,000,000 are currently
issued and outstanding. All of Issuer's outstanding shares of common stock have
been duly and validly issued and are fully paid, non-assessable and not subject
to any preemptive or similar rights; and the Shares have been duly authorized
and, when issued and delivered to Consultant as payment for services rendered as
provided by this Agreement, will be validly issued, fully paid and
non-assessable, and the issuance of such Shares will not be subject to any
preemptive or similar rights.
4. MISCELLANEOUS.
4.1 Assignment. Neither this agreement nor any portion hereof is
transferable or assignable.
4.2 Execution and Delivery of Agreement. Each of the parties shall be
entitled to rely on delivery by facsimile transmission of an executed copy of
this Agreement by the other party, and acceptance of such facsimile copies shall
create a valid and binding agreement between the parties.
4.3 Titles. The titles of the sections and subsections of this
Agreement are for the convenience of reference only and are not to be considered
in construing this Agreement.
4.4 Severability. The invalidity or unenforceability of any particular
provision of this Agreement shall not affect or limit the validity or
enforceability of the remaining provisions of this Agreement.
4.5 Entire Agreement. This Agreement constitutes the entire agreement
and understanding between the parties with respect to the subject matters herein
and supersedes and replaces any prior agreements and understandings, whether
oral or written, between them with respect to such matters.
4.6 Waiver and Amendment. Except as otherwise provided herein, the
provisions of this Agreement may be waived, altered, amended or repealed, in
whole or in part, only upon the mutual written agreement of Consultant and
Issuer.
4.7 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.
4.8 Governing Law. This Agreement is governed by and shall be
construed in accordance with the internal law of the State of Delaware without
reference to its rules as to conflicts of law.
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IN WITNESS WHEREOF, the parties hereto have duly executed this agreement as of
the date first above mentioned.
"ISSUER": "CONSULTANT":
ENHANCE BIOTECH, INC.,
a Delaware corporation ______________________________________________
Name of Consultant (type or print)
By: ________________________ ______________________________________________
Xxxxxxxxxxx Every, Chief Signature and, if applicable, title
Executive Officer
______________________________________________
Street address
______________________________________________
City, state/province, country and postal code
______________________________________________
Telephone
______________________________________________
Social Security Number or Federal Tax I.D.
Number
______________________________________________
______________________________________________
Number of Shares
DELIVERY: The address for delivery of the
certificate representing the Shares, if
different than stated above, is as follows:
_______________________________________________
_______________________________________________
_______________________________________________
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