This Consulting Agreement is made as of the 15th day of May 2006
BETWEEN:
XXXXX XXXXX, whose address 00/0 Xxxxxxxx Xxxxxx, Xxxxxxxxx 00000 Xxxxxx
OF THE FIRST PART
AND
DERMISONICS, INC, a corporation incorporated pursuant to the laws of the
State of Nevada (hereinafter referred to as "Dermisonics")
OF THE SECOND PART
WHEREAS Dermisonics is a public company which maintains a market for its common
shares, par value $0.001, in Germany through listings in the Freiverkehr at the
Berlin-Bremen Stock Exchange ("Berlin Exchange") and the Frankfurt Stock
Exchange ("Frankfurt Exchange") where, in both cases, the trading symbol is FQC
and the WKN is AODK4Y and also maintains a market for its common shares, par
value $0.001, in the United States through the National Association of
Securities Dealers' Over-the-Counter Bulletin Board ("OTCBB") where the trading
symbol is DMSI and the ISIN is US24983U1043;
AND WHEREAS Dermisonics is seeking to raise capital required for the execution
of the Company's business plan;
AND WHEREAS XXXXX XXXXX ("LASRY") has introduced Dermisonics to a number of
investors and has provided ongoing assistance and consulting services to
Dermisonics in the area of capital formation,
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the , mutual
agreements and covenants herein contained , the parties hereto agree as follows:
1. APPOINTMENT.
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Dermisonics hereby engages LASRY and LASRY agrees to render services to
Dermisonics as a consultant upon the terms and conditions hereinafter set forth.
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2. TERM
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The term of this Consulting Agreement shall begin as of the date of this
Agreement, and shall terminate on May 15, 2007, unless earlier terminated in
accordance with paragraph 9 herein or extended by the mutual written consent of
the parties.
3. SERVICES
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During the term of this Agreement, LASRY shall provide advice to, undertake
for and consult with Dermisonics concerning the capitalization of Dermisonics
and shall be specifically responsible for assisting in the negotiation and
completion of private financings for Dermisonics. LASRY shall report directly to
the President of Dermisonics throughout the term of this Consulting Agreement.
4. DUTIES OF DERMISONICS
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Dermisonics shall provide LASRY, on a regular and timely basis, with all
approved data and information about it, its subsidiaries, its management, its
products and services and its operations as shall be reasonably requested by
LASRY or as may be reasonably required to advance the VEM Placement, and shall
advise LASRY immediately of any facts which would effect the accuracy of any
data and information previously supplied pursuant to this paragraph. Dermisonics
shall promptly supply LASRY with:
(a) full and complete copies of financial reports, and all
filings with all federal and state securities agencies;
(b) full and complete copies of all stockholder reports;
(c) all data and information supplied by any financial analyst;
and
(d) all brochures or other sales materials relating to its
products or services.
5. COMPENSATION
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In consideration for the provision of the consulting services described in
paragraph 3 hereinabove, Dermisonics will issue and deliver one hundred sixty
thousand (160,000) common shares in the capital stock of Dermisonics (the
"Shares") to LASRY.
Any pre-approved expenses relating to any activities undertaken by LASRY
under this Consulting Agreement will be charged to Dermisonics at cost on a
monthly basis. Expenses will be invoiced and payment thereon shall be due within
thirty (30) days of receipt of an invoice.
The parties hereto agree that, upon issuance and delivery to LASRY, a
legend in substantially the following form shall be clearly marked on the
certificate(s) representing the Shares:
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THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT
BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO
THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE
REASONABLY ACCEPTABLE TO THE COMPANY.
6. REPRESENTATION AND INDEMNIFICATION.
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Dermisonics shall be deemed to have made a continuing representation of the
accuracy of any and all facts, material information and data which it supplies
to LASRY and acknowledges its awareness that LASRY will rely on such continuing
representation in disseminating such information and otherwise performing its
advisory functions. LASRY in the absence of notice in writing from Dermisonics
will rely on the continuing accuracy of material, information and data supplied
by Dermisonics. LASRY represents that it has knowledge of and is experienced in
providing the aforementioned services.
7. LIMITATION OF LIABILITY
-----------------------
In the event that either party shall be liable to the other pursuant to the
terms of this Consulting Agreement for any failure to perform their obligations
arising under this Consulting Agreement, that party's liability shall be limited
as follows:
(a) All liabilities in contract and tort for direct loss
shall be limited to the actual value of the
compensation paid in accordance with paragraph 5 in the year
of the claim; and
(b) All liabilities in contract and in tort for incidental,
indirect, special or consequential damages including,
but not limited to, loss of revenues or profits shall be
excluded.
8. CONFIDENTIAL INFORMATION
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No party to this Consulting Agreement shall, without the prior written
consent of the other party, disclose any information concerning the existence
and/or terms of this Consulting Agreement to a third party except in the proper
performance of this Consulting Agreement or as required by law or a competent
authority. This duty of confidentiality shall survive the termination of this
Consulting Agreement.
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9. MISCELLANEOUS
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Termination: This Consulting Agreement may be terminated by either Party in
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the event of a material breach of its terms by the other Party upon written
notice to the such other Party and termination shall be effective five (5)
business days from the date of such notice.
Alteration: This Consulting Agreement sets out the entire understanding of
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the Parties with respect to the subject matter hereof. This Consulting Agreement
may be amended only in writing signed by both Parties.
Counterparts: This Consulting Agreement may be executed in any number of
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counterparts by original or facsimile signature by the authorized officer of
Dermisonics and LASRY each of which counterparts, when executed and delivered,
shall be an original but such counterparts together shall constitute one and the
same instrument.
Notices: All notices, requests, demands and other communications required
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or permitted to be given hereunder shall be deemed given when received by the
parties at the addresses below or to such other address, or the attention of
such other party, as the parties shall advise the other by notice given in
accordance with this clause:
If to Dermisonics: Dermisonics, Inc.,
0 Xxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx
00000 X.X.X.
Attention: Xxxxx X. Xxxxxxx
If to LASRY: XXXXX XXXXX
00/0 Xxxxxxxx Xxxxxx
Xxxxxxxxx 00000 Xxxxxx
or to such other address, or the attention of such other party, as the parties
shall advise the other by notice given in conformity herewith.
Waiver: Any waiver by either Party of a breach of any provision of this
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Consulting Agreement shall not operate as or be construed to be a waiver of any
other breach of that provision or of any breach of any other provision of this
Consulting Agreement. The failure of a Party to insist upon strict adherence to
any term of this Consulting Agreement on one or more occasions will not be
considered a waiver or deprive that Party of the right thereafter to insist upon
adherence to that term of any other term of this Consulting Agreement.
Severability: If any provision of this Consulting Agreement is invalid,
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illegal, or unenforceable, the balance of this Consulting Agreement shall remain
in effect, and if any
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provision is inapplicable to any person or circumstance, it shall nevertheless
remain applicable to all other persons and circumstances.
Disagreements: Any dispute or other disagreement arising from or out of
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this Consulting Agreement shall be submitted to arbitration under the rules of
the American Arbitration Association and the decision of the arbiter(s) shall be
enforceable in any court having jurisdiction thereof. Arbitration shall occur
only in the State of Nevada. The interpretation and the enforcement of this
Agreement shall be governed by Nevada Law as applied to residents of the State
of Nevada relating to contracts executed in and to be performed solely within
the State of Nevada. In the event any dispute is arbitrated, the prevailing
Party (as determined by the arbiter(s)) shall be entitled to recover that
Party's reasonable attorney's fees incurred (as determined by the arbiter(s)).
IN WITNESS THEREOF, this Consulting Agreement has been executed by the
Parties as of the date first above written.
Dermisonics, Inc
By:
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Xxxxx X. Xxxxxxx,
Chairman
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Witness XXXXX XXXXX
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