GENBIOMICS, LLC
Investments for Pharmaceutical Research
________________________________________________________________________________
ADDENDUM 1.00
TO THE CONTRACT BETWEEN AND AMONGST
GENBIOMICS, LLC
AND
DNAPRINT GENOMICS, INC.
May 31, 2002
PURPOSE:
Both parties to the Consulting Contract "Contract" signed and executed by the
duly authorized representatives of GenBiomics, LLC and DNAPrint Genomics, Inc.
hereby agree to the following "Addendum 1.00" as an attachment to the Contract.
All terms and conditions found in "Addendum 1.00" are fully and duly accepted
and agreed to by both parties. Each party to the Contract and Addendum 1.00 have
negotiated and accepted the "Terms and Conditions" as found herein as additions
to the Contract. The Addendum 1.00 does not waive any of the existing "Contract
Terms and Conditions" as found in the Contract; as agreed to by both parties,
but both parties hereby agree that Addendum 1.00 is a valid and accepted
Addendum to The Contract, as so worded in said Contract between and amongst the
parties, GenBiomics, LLC and DNAPrint Genomics, Inc. Addendum 1.00 will be used
by both parties to help each party define its respective goals and objectives.
The budgets and payments contained herein for GenBiomics, LLC whether in cash,
options or stock are agreed to by both parties and DNAPrint Genomics, Inc.
hereby agrees to abide by the Contract Terms and Conditions as well as the
"Addendum 1.00 Terms and Conditions" as set forth herein. Both parties
furthermore agree that the Addendum 1.00 and it's language is congruous with the
language of the Consulting Contract and that neither party will exploit, nullify
or otherwise destroy in whole or in part the Consulting Contract. Any language
differences between the Addendum 1.00 and the Contract if so written and agreed
to by both parties herein; are not intended by either party to be against the
terms and conditions set forth in the Consulting Contract. Both parties hereby
agree that the language of the Consulting Contract will take precedence over any
language that is in conflict as so found by either party or their
representatives contained herein. Addendum 1.00 and all other subsequent
Addendum's to the Consulting Contract set out the work to be performed by
GenBiomics, LLC and the payments by DNAPrint Genomics, Inc. to GenBiomics, LLC
for said work performed and contained herein.
WORK TO BE PERFORMED
Task 1.0
DNAPrint Genomics, Inc. "The Client" has directed GenBiomics, LLC "The
Consultant" to assist Client in raising capital to fund its client operations
and has directed Consultant to complete the placement of funds necessary to
continue Client operations. Immediate goals and objectives include the
following:
X. Xxxxxx and consult on various business matters including but not
limited to: licensing, agreements and securing additional
intellectual properties.
B. Identify and secure additional sources of funds for DNAPrint
Genomics, Inc. either equity, debt or a combination, grants,
contracts etc. that will help the Client continue operations. The
short range plan is to secure up to $2.0 million dollars in
funding for the Client.
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GENBIOMICS, LLC
Investments for Pharmaceutical Research
________________________________________________________________________________
C. Prepare Client for a July "Stock Holders Meeting" that will
include a review of current operations and plans and the
authoring of supporting documents and other support materials as
so directed by DNAPrint Genomics, Inc. management.
D. Draft "Business Plan" and "Placement Memorandum" for additional
financing.
X. Xxxxxxx other sources of funding and prepare DNAPrint for "due
diligence" by investors and their representatives.
COST AND TIMING
Task 1.0 A-E will require the efforts of 2 of GenBiomics' consultants and
is estimated at 400 hours of consulting time and is valued at $110,000.00.
We have used approximately 130 hours in preparing sections of the business
plan and completing some editing of a document for a license with Penn
State University under the direction of DNAPrint's CEO/President. We
anticipate another 270 hours will be spent preparing drafts, reviewing
documents and identifying additional sources of capital.
DNAPrint and GenBiomics propose the following since DNAPrint is not able to
pay its invoices in full at this time:
1. DNAPrint pays consultants direct costs in cash which includes,
travel, meals, and associated expenses.
2. DNAPrint will pay GenBiomics, LLC a fee of 5% of the first $1.0MM
(one million dollars) in capital raised, 4% of the second million
dollars, ($2.0MM), 3% of the third million dollars ($3.0MM), 2%
of the fourth million dollars ($4.0MM), 1% of the fifth million
dollars ($5.0MM) and 1% of any additional funds above $5.0MM
(five million dollars) in the form of options. The value of the
options will be $0.001 per option and will be represented by a
current stock value of $0.035 per share for DNAPrint Genomics,
Inc. The Term of the option will be 10 years from issuance and
the underlying shares will be represented by DNAPrint Genomics,
Inc. fully registered and unrestricted shares and once exercised
by GenBiomics, LLC will become immediately freely tradable. The
strike price of these options is $0.001 per option and no further
payments will be made for the issuance of the registered and
unrestricted shares of DNAPrint Genomics, Inc. to GenBiomics,
LLC.
3. DNAPrint Genomics, Inc. will pay GenBiomics, LLC $15,000.00 in
cash for the direct consulting work as defined in this addendum
1.00 to the CONSULTING CONTRACT and in accordance with the terms
and conditions of the CONSULTING CONTRACT with the balance paid
in options at the strike price of $0.001 per share and as
represented by the underlying current stock value agreed to by
both parties of $0.035 per share. The option will have a life of
10 years and will be represented by DNAPrint Genomics, Inc.
shares that are registered and freely tradable upon exercise by
GenBiomics, LLC as outlined in this addendum to the CONSULTING
CONTRACT. DNAPrint Genomics, Inc. and GenBiomics, LLC will enter
into a definitive OPTIONS AGREEMENT between and amongst the
parties.
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GENBIOMICS, LLC
Investments for Pharmaceutical Research
________________________________________________________________________________
Both parties hereby agree that the work outlined and the payments received
for work performed as defined under this Addendum 1.00 to the CONSULTING
CONTRACT is a valid and binding addendum to the CONSULTING CONTRACT and
that the terms and conditions as outlined herein are in compliance with the
letter and intent and spirit of the CONSULTING CONTRACT.
Agreed, understood and accepted:
_______________________________ _________________________
GenBiomics, LLC DNAPrint Genomics, Inc.
_______________________________ _________________________
Date Date
