CONSULTING AGREEMENT
This AGREEMENT, dated June 1, 1995, is between ATHENA Medical Corporation, a
Nevada Corporation, located at 00000 XX Xxxxxx, Xxxxx X-0, Xxxxxxxx, Xxxxxx
00000 (the Company) and Xxxxx X. Xxxxxxx, Consultant.
In consideration of their mutual promises and for other good and valuable
consideration, the parties agree as follows:
1. Xxxxxxx agrees to serve as a sales, marketing, product development and
manufacturing Consultant to the Company.
2. Xxxxxxx will to serve as a Consultant and the Company will engage
Xxxxxxx as a Consultant for so long as is mutually agreed to by the
parties.
3. This agreement may be terminated by either party with thirty days
written notice to the addresses as shown below.
4. The Company will compensate Xxxxxxx at the rate of $3,000.00 per month
for a minimum of one day incurred for efforts which are mutually
agreed upon by the parties in advance. Time incurred over and above
one day per month will be compensated at the rate of $250 per hour.
Additional compensation To Xxxxxxx will be provided in the form of
100,000 warrants for the Company's common stock at its closing price
at the date of this agreement. Vesting will be 33% upon 30 days after
the date of this agreement; 33% on June 30, 1996; and 33% on June 30,
1997 and assuming Xxxxxxx continues to provide services to the Company
at each date of vesting. Discontinuation of services will cause the
forfeiture of any warrants which have not vested.
Xxxxxxx understands the stock underlying these warrants will not be
registered with the Securities and Exchange Commission at the date of
grant. The Company will use its best efforts to register the stock in
a future filing; at dates and in amounts which are in the best
interest of the Company and its stockholders.
5. The Company will reimburse Xxxxxxx for out-of-pocket expenses incurred
on behalf of the Company and with the Company's advance approval of
those expenses.
6. This Agreement may not be assigned by either party without the written
consent of the other party.
7. This Agreement shall be governed in accordance with the laws of the
state of Oregon.
8. This Agreement represents the entire agreement of the parties and
supersedes prior discussions or understandings between the parties.
9. Xxxxxxx hereby consents to the disclosure of this Agreement and the
terms thereof in any Registration Statement, or other filing, with the
Securities and Exchange Commission or as required in other public
documents.
Xxxxxxx, page 2
WITNESS the due execution hereof as of the date first above written.
ATHENA Medical Corporation Xxxxx X. Xxxxxxx
By: /s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxx Xxxxxxx
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Xxxxxxx X. Xxxxxxx, President
00000 XX Xxxxxx, Xxxxx X0 5/23/95
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Xxxxxxxx, Xxxxxx 00000
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