CONSULTING AGREEMENT
THIS AGREEMENT (the "Agreement" ) is made and entered into
on May 1, 2004 by and between Global Life Sciences, Inc.,
(the "Company"); and BF Acquisition Group I, Inc. (the
"Consultant"); the Company and the Consultant being
hereinafter collectively referred to as the "Parties" and
generically as a "Party".
PREAMBLE:
WHEREAS, the Consultant has substantial experience in
the areas of corporate business development and consulting;
WHEREAS, the Company desires to retain the Consultant s
services.
NOW THEREFORE, in consideration for the Consultant s
agreement to perform the hereinafter described services as
well as of the premises, the sum of TEN ($10.00) DOLLARS,
and other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the Parties,
intending to be legally bound, hereby agree as follows:
ARTICLE ONE
RETENTION
1.1 Duties.
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The Company hereby engages and retains the Consultant for
(i) assisting it in identifying potential merger and
acquisition candidates and strategic partnerships; (ii)
assisting it in identifying potential third party
contractors to provide investor relations and public
relations services on behalf of the Company in order to shop
the Company in connection with its search for potential
merger and acquisition candidates and strategic
partnerships; (iii) providing the Company the benefit of the
Consultant s special knowledge, skill, contacts and business
experience, (iv) promoting the Company s financial welfare;
and (v) doing all other related things the Company and the
Consultant together deem necessary to enable the Company to
establish and expand its operations as envisioned in the
Company s business plan.
1.1 Additional Duties.
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In the event the Company requests that the Consultant
render services to it other than those specified in this
Agreement, the Company and the Consultant shall enter into a
written supplemental agreement setting forth the duties to
be performed and the compensation therefore.
1.3 Term.
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The term of this Agreement shall be twelve (12)
months. In the event that this Agreement is terminated prior
to such time, the Company acknowledges that payments due
Consultant are still due pursuant to the terms of this
Agreement.
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ARTICLE TWO
CONSULTANT S COMPENSATION
2.1 Compensation.
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As compensation for the services to be provided pursuant to
this Agreement, upon the execution of this Agreement, the
Consultant shall receive from the Company for the services
herein described 100,000 shares of the Company s common
stock (restricted pursuant to SEC Rule 144) per month,
1,200,000 shares in the aggreate, payable quarterly, in
advance, on the first day of each quarter such shares are due.
Any of the aforementioned shares of the Company s common
stock that shall have vested to the Consultant, shall be
provided with piggy back registration rights, as defined
below.
As used herein, the term piggy back registration shall
mean that at any time from the date hereof until three years
from the date hereof, the Company shall advise the
Consultant, by written notice at least four weeks prior to
the filing of any registration statement (other than a
registration statement on Form S-4 or S-8 or their respective
counterparts or successor forms), covering any securities
of the Company, whether for its own account or for the
account of others, and shall, upon the request of the
Consultant, subject to the terms, conditions or restrictions
of any underwriting agreement entered into in connection
with such registration statement (so long as such terms,
conditions or restrictions are imposed pro rata among
all selling shareholders), include in any registration
statement such information as may be required to permit a
public offering of any or all of the registrable securities
of the Consultant, all at no expense whatsoever to the
Consultant (to the extent as permitted by the Securities
Act of 1933 or the rules and regulations promulgated
thereunder), except that Consultant whose registrable
securities are included in such registration shall bear
the fees of its own counsel and any underwriting discounts
or commissions applicable to the registrable securities
sold by it.
2.2 Reimbursement for Business Expenses.
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Subject to the prior approval of the Company, the Company
shall promptly pay or reimburse Consultant for all
reasonable business expenses incurred by Consultant in
performing Consultant's duties and obligations under this
Consulting Agreement, but only if Consultant properly
accounts for expenses in accordance with the Company s
policies.
ARTICLE THREE
CONFIDENTIAL INFORMATION
3.1 Confidential Information.
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Consultant agrees not to divulge, furnish or make
available to anyone (other than in the regular course of
business of the Company) any knowledge or information with
respect to confidential or secret methods, processes, plans
or materials of the Company or with respect to any other
confidential or secret aspect of the Company's activities.
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ARTICLE FOUR
MISCELLANEOUS
4.1 Notices.
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All notices, demands or other written communications
hereunder shall be in writing, and unless otherwise
provided, shall be deemed to have been duly given on the
first business day after mailing by United States registered
or certified mail, return receipt requested, postage
prepaid, addressed as follows:
TO CONSULTANT: BF Acquisition Group I, Inc.
000 Xxxxxxx Xxxx Xxxxx Xxxxxxxxxx
Xxxxxxx 00000, X.X.X.
TO THE COMPANY: Global Life Sciences, Inc.
c/o Xxxxx Xxxx LLP
0000 Xxxx Xxxxxx
Xxxxx 000
Xxxxxx, XX 00000
in each case, with copies to such other addresses or to such
other persons as any Party shall designate to the others for
such purposes in manner hereinabove set forth.
4.2 Amendment.
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No modification, waiver, amendment, discharge or change
of this Agreement shall be valid unless the same is in
writing and signed by Parties.
4.3 Merger.
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This instrument, together with the instruments referred
to herein, contains all of the understandings and agreements
of the Parties with respect to the subject matter discussed
herein. All prior agreements whether written or oral are
merged herein and shall be of no force or effect.
4.4 Survival.
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The several representations, warranties and covenants
of the Parties contained herein shall survive the execution
hereof and shall be effective regardless of any
investigation that may have been made or may be made by or
on behalf of any Party.
4.5 Severability.
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If any provision or any portion of any provision of
this Agreement, other than the conditions precedent, if any,
or the application of such provision or any portion thereof
to any person or circumstance shall be held invalid or
unenforceable, the remaining portions of such provision and
the remaining provisions of this Agreement or the application
of such provision or potion of such provision as is held
invalid or unenforceable to persons or circumstances other
than those to which it is held invalid or unenforceable, shall
not be affected thereby.
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4.6 Governing Law and Venue.
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This Agreement shall be construed in accordance with
the laws of the State of Georgia and any proceeding arising
between the Parties in any matter pertaining or related to
this Agreement shall, to the extent permitted by law, be
held in Xxxxxx County, Georgia.
4.7 Litigation.
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In any action between the Parties to enforce any of the
terms of this Agreement or any other matter arising from
this Agreement, the prevailing Party shall be entitled to
recover its costs and expenses, including reasonable
attorneys fees up to and including all negotiations, trials
and appeals, whether or not litigation is initiated.
4.8 Benefit of Agreement.
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The term and provisions of this Agreement shall be
binding upon and inure to the benefit of the Parties,
jointly and severally, their successors, assigns, personal
representatives, estate, heirs and legatees.
4.9 Captions.
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The captions in this Agreement are for convenience and
reference only and in no way define, describe, extend or
limit the scope of this Agreement or the intent of any
provisions hereof.
4.10 Number and Gender.
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All pronouns and any variations thereof shall be deemed
to refer to the masculine, feminine, neuter, singular or
plural, as the identity of the Party or Parties, or their
personal representatives, successors and assignees may
require.
4.11 Further Assurances.
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The Parties hereby agree to do, execute, acknowledge
and deliver or cause to be done, executed, acknowledged or
delivered and to perform all such acts and deliver all such
deeds, assignments, transfers, conveyances, powers of
attorney, assurances, stock certificates and other
documents, as may, from time to time, be required herein to
effect to the intent and purpose of this Agreement.
4.12 Status.
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Nothing in this Agreement shall be construed or shall
constitute a partnership, joint venture, employer-employee
relationship or lessor-lessee relationship but, rather, the
relationship established pursuant hereto is that of
principal and independent contractor-agent.
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4.13 Counterparts.
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This Agreement may be executed in any number of
counterparts. All executed counterparts shall constitute one
Agreement notwithstanding that all signatories to the
original or the same counterpart.
IN WITNESS WHEREOF, the Parties have executed this
Agreement on the date first written above.
BF ACQUISITION GROUP I, INC.
By:/s/Xxxxxxx Xxxxx
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(Witness signature) Xxxxxx Xxxxx, President
GLOBAL LIFE SCIENCES, INC.
By:/s/[Illegible]
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(Witness signature)
