THE VAN XX XXXX GROUP, LLC
000 Xxxxxxx Xxxxxx, Xxxxx 0X
Xxxxxxx,XX 00000
(203) 857-4887
September 27, 2005
Xx. Xxxxx Xxxxxxx
Chairman & CEO
Dermisonics, Inc.
Four Tower Bridge
000 Xxx-Xxxxxx Xxxxx
Xxxx Xxxxxxxxxxxx, XX 00000
Re: Dermisonics Plan
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 a business plan for Dermisonics.
1. The Group will prepare the first draft of the plan, which will include:
- VISION/MISSION - This captures the essential concept of the Company,
its primary goals, and how it plans to achieve them.
- EXECUTIVE SUMMARY - This will highlight the key sections of the
business plan.
- BUSINESS STRATEGY - An assessment of the business opportunities
inherent in the medical and cosmetic applications of "The U-Strip Drug
Delivery System", the Company's proprietary, ultrasonically assisted
transdermal delivery technology, and the strategies designed to
exploit it.
- COMPANY OVERVIEW - A description of the Company, its legal structure,
management team and strategic alliances.
- 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 - 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.
2. Upon completion of this first draft and its approval by the Client, the
Group will be responsible for all-final revisions and editing.
3. This plan will not include pro-forma financial statements and projections,
which will be the responsibility of the Client.
4. 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
Fax: (000) 000-0000 E-mail: xxxxxx@xxxxxxxxx.xxx URL: xxx.xxxxxxxxxxxxxx.xxx
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The Client shall compensate the Group for preparation of the plan in the form of
a combined fee of cash and stock with an initial value of $20,000 broken down as
follows:
1 $10,000 in cash payable upon execution and delivery of this agreement,
and
2 11,765 Common shares in the capital stock of Dermisonics with a market
value of $10,000 on the date of execution of this agreement. The
Company undertakes to include the common shares so issued in the first
registration statement the Company files with the Securities Exchange
Commission subsequent to the date of execution of this agreement.
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. Please wire the initial $10,000 payment to:
- Citibank ABA: 000000000
- Account: THE VAN XX XXXX GROUP, Account #: 00000000
Very truly yours,
/s/ Xxxxxxxx J van de Xxxx
Xxxxxxxx J. van xx Xxxx
Chairman & CEO
Accepted and agreed to upon this 27th day of September 2005.
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By: /s/ Xxxxx Xxxxxxx
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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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