AMENDED INDEPENDENT CONSULTING AGREEMENT
THIS AMENDED AGREEMENT dated this 1st day of October, 1997, is entered
into by and between Biomune Systems, Inc., a Nevada corporation ("Biomune")
and Andela Group, Inc., a California corporation ("Andela") and Xxx X. Xxxxxx,
an individual residing in California ("Xxxxxx").
RECITALS:
The parties entered into an Independent Consulting Agreement on July 9,
1997 (the "Consulting Agreement") pursuant to the terms of which Xxxxxx and
Xxxxxx agreed to provide certain consulting services for Biomune.
Biomune now desires to exercise the option to purchase the capital stock
of Rockwood Investments, Inc., d/b/a Rockwood Cosmetics, Inc. ("Rockwood") and
the parties desire to amend the original terms and provisions of the
Consulting Agreement as hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the parties agree as follows:
1. Engagement. Biomune hereby engages Andela, and Andela hereby agrees to
provide services through Xxxxxx to or for Biomune, on the terms and conditions
set forth herein. It is agreed that Xxxxxx shall continue to serve as
President of Biomune during the term hereof.
2. Duties. In his capacity as President of Biomune, Xxxxxx shall devote
such portion of his time and attention as may be reasonably required to assist
in the commercialization, marketing, distribution and sale of Biomune's
products and technology, promoting the general business interests of Biomune
and to locating and assisting in development of new products of Biomune. As
President, Xxxxxx shall have responsibility for the day-to-day operations of
Biomune consistent with the terms of the Purchase Agreement dated October 27,
1997 ("Purchase Agreement"). Andela and Xxxxxx hereby represent that
neither of them is under any obligation or restriction which would in any way
interfere or be inconsistent with, or present a conflict of interest concerning,
the services to be furnished to Biomune under this Agreement. Andela further
warrants that it will not enter into any such obligation or restriction prior
to the termination of this Agreement. Andela shall comply with all rules,
policies and procedures established by Biomune for the conduct of its
business.
3. Covenants of Consultant. Section 10 of the Consulting Agreement is
amended and restated as follows:
Andela and Xxxxxx, jointly and severally, hereby promise and covenant that in
the course of their performance under this Agreement, they shall not,
individually or collectively:
a. Interfere with any existing relationship between Biomune and any person or
entity who presently or during the term of this Agreement conducts business or
trades with Biomune;
b. Unless otherwise expressly directed by Biomune, have any discussions
concerning Biomune or any aspect of its business with any persons known to
either of them to be employed by or represent news media;
c. Adopt or urge a position with commissioners, representatives, senators,
legislators or other governmental policymaking bodies contrary to the
interests of Biomune as those interests are expressly stated by Biomune;
d. Testify as an expert witness against Biomune in any
proceeding or dispute; and
e. directly or indirectly, in any capacity, engage or participate in, or become
employed by or render advisory or consulting or other services in connection
with any business and any branch, office or operation thereof, which is a
competitor of Biomune in providing similar goods and services to the
biopharmaceutical or nutraceutical markets.
Notwithstanding the foregoing and the covenants set forth in herein,
Biomune acknowledges that although the parties agree that Xxxxxx and Andela
shall devote substantial time and effort to the performance of their duties
hereunder, (i) Xxxxxx, directly and indirectly (including through Andela
and/or Rockwood), is presently the owner of certain entities engaged in
manufacturing, marketing, distributing and promoting vitamins, health and
personal care products, cosmetics and nutritional supplements; for his own
account and for third parties, (ii) Xxxxxx presently anticipates that he will
seek to continue to operate such businesses and to seek additional
opportunities in these and in other fields where he may take advantage of his
knowledge, expertise and experience in marketing and distribution, including
the possible acquisition of Xxxxxxx International and Focus 21; and (iii)
Xxxxxx has a variety of business interests which occupy and require much of
his time and attention, including Rockwood Vitamins LLC. Therefore, Biomune
agrees that in connection with Andela and Xxxxxx'x performance of the services
described above, (A) Xxxxxx may actively pursue those business interests in
which he is now engaged or in which he may become engaged during the term of
this Agreement, provided the same do not violate the terms of the foregoing
covenants, and (B) on infrequent occasion and from time to time, Xxxxxx may
not be immediately available to provide services to Biomune as and when
requested by Biomune. Xxxxxx agrees to keep Biomune fully apprised of his
personal schedule at all times and to devote such time as is required by
Section 2 of this Agreement to his duties hereunder.
4. Remaining Terms Continue in Full Force and Effect. Except as modified
by this Amendment, the terms, conditions and provisions of the Consulting
Agreement shall continue in full force and effect until the Settlement Date as
defined in the Purchase Agreement.
DATED the day and year first written above.
Andela:
Andela Group, Inc.
By /s/ Xxx X. Xxxxxx
Xxx X. Xxxxxx, President and CEO
/s/ Xxx X. Xxxxxx
__________________________________________
Xxx X. Xxxxxx, individually
Biomune:
Biomune Systems, Inc.
By /s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx, President and CEO
