CONSULTING AGREEMENT
1. Parties.
1.1. This Consulting Agreement (this "Agreement") is made and entered into
effective as of November 14, 2002, by and between BioCurex (ticker:BOCX),
(the "Company"), whose address is: Suite 201, 00000 Xxxxxxx xx xxx
Xxxxxxxx, Xxxxxx Xxxxx Xxxxxxxxx, XX 00000, U.S.A, and, Dr, Ardao (the
"Consultant"), whose address is Xxxxxxxx Xxxxxx 1273, Montevideo Uruguay,
CP 11300.
2. Recitals.
2.1 This Agreement is made with reference to the following facts and
circumstances.
(a) The Company wishes to engage the services of the Consultant to advise and
consult with the Company on certain scientific matters as set forth in this
Agreement.
(b) The Consultant is willing to accept such engagement, on the terms set forth
in this Agreement.
2.2 In consideration of the premises, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Company and
the Consultant agree as follows.
3. Engagement.
3.1 The Company hereby engages the services of the Consultant, as an
independent contractor for a term of nine and one half months, beginning on
November 15, 2002, and, ending on December, 31, 2003 (the "Term"), and the
Consultant hereby accepts such engagement, for the purposes set forth in
section 3.2. below.
3.2 The scope of the services to be rendered by the Consultant to the Company
are and are limited to the following:
(a) The Consultant shall advise and consult with the Company's board of
directors and executive officers regarding the Company's scientific
program including the development of the Histo-RECAF diagnostic kits.
(b) Subject to executive, and board approval, the Consultant shall seek to
recommend new scientific board members, to assist with the execution
of the companies business plan;
(c) The Consultant shall devote such time to this engagement as is
reasonably necessary, but the Consultant need not devote his full time
or attention to the engagement. The Company recognizes that the
Consultant has numerous engagements, and that this engagement is not
exclusive.
4. The Consultant's Fees and Expenses.
4.1 The Company shall pay the Consultant, any and all expenses incurred by,
and, at the discretion of the Consultant, on behalf of the Company, in
accordance with section 3.2 of this agreement. As a fee for his services
under this Agreement (the "Consulting Fee") an advisory fee ("Advisory
Fee") equal to 500,000 shares issued under rule S-8, as set out in appendix
"A" (attached). The Company shall comply with all securities laws in
connection with the issuance of such shares and make all required
regulatory filings.
5. Miscellaneous
5.1 Relationship. The relationship between the Company and the Consultant
created by this Agreement is that of independent contractors.
The Consultant is not, by virtue of this Agreement, and shall not
for any purpose be deemed to be hereunder, an officer, employee,
agent or affiliate of the Company. The services to be rendered
by the Consultant pursuant to this Agreement do not include the
services or activities of an "investment adviser", as that term
is defined by U.S./ Canadian, federal, state, or, provincial laws
and, in performing services under this Agreement, the Consultant
shall not be deemed to be an "investment adviser" under such laws.
5.2 Indemnity. The Company hereby agrees to defend, indemnify, and hold the
Consultant harmless from and against any and all claims, damages,
judgements, penalties, costs, and expenses (including attorney fees and
court costs now or hereafter arising from the enforcement of this clause)
arising directly or indirectly from the activities of the Consultant under
this Agreement, or from the Activities of the Company or any of its
shareholders, officers, directors, employees, agents or affiliates, whether
such claims are asserted by any governmental agency or any other person.
This indemnity shall survive termination of this Agreement.
5.3 Governing Law. This Agreement and the Note shall be governed by, and
construed in accordance with, the laws of the province of British Columbia.
The Supreme Court of British Columbia shall have exclusive jurisdiction for
any action arising out of, or, related to this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement, effective
as of the date first above written.
The Company: The Consultant
BioCurex Inc.,
By /s/ Xx. Xxxxxxx Xxxx By /s/ Xx. Xxxxxxx Xxxxx
--------------------- -----------------------
Name: Xx. Xxxxxxx Xxxx Name: Xx. Xxxxxxx Xxxxx
Title:President Title:Consultant
Date signed: Nov 3, 2002 Date signed:____________
