December 1, 2004 Management Services Agreement

Exhibit 10.23

0000 Xxxxxx Xxxx Xxxxx, Xxxxx 000
Xxxxx, XX 00000
Phone: (000)000-0000
Fax: (000)000-0000

December 1, 2004

Management Services Agreement

This agreement is entered into by and between The Xxxxxx Partnership, Inc., with its principal place of business at 0000 Xxxxxxx Xx., Xxxxx, XX 00000, hereafter known as (BPI), and Rx Development Resources, LLC, (“RXDR”) with its principal place of business at 0000 Xxxxxx Xxxx Xx. # 000, Xxxxx, XX 00000

In consideration of the mutual promises and covenants set forth below, the parties do mutually agree as follows;

1. Scope of Work

BPI will provide management services to RXDR with respect to consultation including the service of Xxxxx Xxxxxx as Managing Member and CEO, and Xxxx Xxxxxx as Vice President of Scientific Communications.

2. Confidentiality

The management team provided by BPI must abide by all confidentiality agreements entered into by RxDR.

3. Term

This agreement is in effect until modified by the Board of Directors of BPI in consultation with the Managing Members of RxDR.

4. Remuneration

BPI will provide services in return for $12,000 per month through the end of April, 2005. It is anticipated that the payment will increase to $23,333.33 per month, reflecting an annual payment of $200,000 for the services of Xxxxx Xxxxxx as CEO and an annual payment of $80,000 for Xxxx Xxxxxx as V.P. of Scientific Communications. This payment will be enhanced each month by a sum equal to 8% of the payment plus $1,000. These funds are intended to offset the cost of employee benefits and payroll taxes to BPI.

Through April of 2005, The BPI payment will be reduced by $4,000 per month to reflect the direct payment of stock in Miravant Medical Technologies directly to Xxxxx Xxxxxx in payment for work provided by RxDR.

5. Management Bonus

BPI will receive a management bonus based on company performance. The bonus will be calculated based on RxDR performance from December 15 of the previous year to December 15 of the current year. The calculation will be based on the level of free cash flow in the business as follows:

0 - $100,000 = no bonus
Every $10,000 in free cash flow above $100,000 = $2,800 to a maximum of $140,000.

5. This Agreement shall be construed, interpreted and applied in accordance with laws in the State of Florida.

In Witness whereof, the parties have executed this agreement

RxDR						BPI
By:		/s/ Xxxxx Xxxxxx				By:		/s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx Partner/CEO						Xxxxx Xxxxxx, President
By:		/s/ Xxxxx Xxxxx
Xxxxx Xxxxx, MD Partner/CMO

Date: 12/1/04