THE VAN XX XXXX GROUP, LLC
000 Xxxxxxx Xxxxxx, Xxxxx 0X
Xxxxxxx, XX 00000
(203) 857-4887
November 3, 2005
Xx. Xxxxx Xxxxxxx
Chairman & CEO
Dermisonics, Inc.
Four Tower Bridge
000 Xxx-Xxxxxx Xxxxx
Xxxx Xxxxxxxxxxxx, XX 00000
Dear Xx. Xxxxxxx:
This letter shall serve as an agreement between Dermisonics, Inc. (the Client)
and The Van Xx Xxxx Group, LLC (the Group) governing the provision of consulting
services relative to the preparation of all documents required by Dermisonics in
support of the investor relations programs being run on behalf of Dermisonics by
Trilogy Capital Partners and Malves Financial S.A. in conjunction with the
offering by Dermisonics of certain securities in reliance upon the exemption to
the registration requirements of the Securities Act of 1933 provided by
Regulation S as promulgated hereunder (the "Offering")
The Group will prepare and submit to Dermisonics all documents requested by
Dermisonics in support of the Offering and, in addition, provide the following
support services throughout the term of this Consulting Agreement:
- BUSINESS STRATEGY - An assessment of the business opportunities inherent
in the medical and cosmetic applications of the "U-Strip Drug Delivery
System", the "U-Wand Cosmetic Device" and the "A-Wand Antiseptic
Applicator", the Client's proprietary, ultrasonically assisted transdermal
delivery technologies, and the strategies designed to exploit them;
- PRODUCT STRATEGY - A detailed discussion of "The U-Strip Drug Delivery
System", its benefits, competitive advantages and future products/services
planned if any;
- MARKET ANALYSIS - An overview of the non-invasive drug delivery device
market and its cosmetic extensions, their size, growth, major trends, key
segments, customer profiles, prospective Company's Strengths & Weaknesses,
Opportunities, and Competitive Landscape;
- MARKETING PLAN - Marketing, Branding, Advertising, Promotion, Public
Relations and Sales Objectives and Strategies plus Development Timetable;
and
- Such other documents as may be required by the Client in support of the
Offering.
Upon completion of any first draft and its approval by the Client, the Group
will be responsible for all-final revisions and editing.
Fax: (000) 000-0000 E-mail: xxxxxx@xxxxxxxxx.xxx URL: xxx.xxxxxxxxxxxxxx.xxx
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The Client shall provide to the Group data and information in verbal and written
form as required and appropriate, to enable the Group to successfully complete
its assignment.
The Client shall compensate the Group for preparation and finalization of all
documents requested by the Client in support of the Offering throughout the term
of this consulting agreement by the issuance and delivery of 20,000 common
shares in the capital stock of the Client (the "Shares") provided, however, that
the Shares be registered on a Form S-8 by the Client as soon after the execution
of this consulting agreement as is practically possible.
The Client further agrees to pay for all pre-approved outside expenses, relevant
to the Group's project work such as, but not limited to, market research, travel
and other out-of-pocket expenses incurred by the Group resulting from this
Agreement.
The Group is an independent consultant. Nothing contained in this Agreement
shall be deemed or interpreted to constitute the Group as a partner, agent or
employee of the Client, nor shall either party have any authority to bind the
other. It is agreed between the parties that there are no other Agreements or
understandings between them relating to the subject matter of this Agreement.
Otherwise, this Agreement supersedes all prior Agreements, oral or written,
between the parties and is intended as a complete and exclusive statement of the
Agreement between the parties. No change or modification of this Agreement shall
be valid unless the same is in writing and signed by the parties.
The Van Xx Xxxx Group, LLC shall not be responsible for any claims or content in
the business plan relating to any information that has been furnished by the
Client. Further, the Client agrees to indemnify the Group against any and all
losses, claims damages, liabilities or expenses (including legal fees) relating
thereto.
If the terms of this agreement meet with your acceptance, please indicate same
by signing below in the space provided and return one signed original copy of
this Agreement.
Very truly yours,
/s/ Xxxxxxxx X. van de Xxxx
Xxxxxxxx J. van xx Xxxx
Chairman & CEO
Accepted and agreed to upon this _____day of November 2005.
By:
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Xx. Xxxxx Xxxxxxx
Chairman & CEO
Fax: (000) 000-0000 E-mail: xxxxxx@xxxxxxxxx.xxx URL: xxx.xxxxxxxxxxxxxx.xxx
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