CONSULTING AGREEMEN
1. Parties
CONSULTING AGREEMENT dated as of June 7.2006 between Stem Cell Therapy
International, Inc:. a NV corporation having an office at 0000 Xxxxx Xxxx Xxx.,
0xx xxxxx xxxxx 000, Xxxxxx. F]oridA 33607 (the "Company") and Xxxx Xxxxxxx,
with executive offices located at 0000 Xxxxxxx Xxxx; XX XX 00000 (the
"Consultant").
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 business matters in foreign and domestic
markets as set forth in this Agreement.
(b) Tbe Conaultant is willing 'to accept such engagement.on the terms set forth
in this Agreement.
2.2. In consideration of the prerrrlse8, 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 oorrtractor for a period of six months beginning on June 7, 2006 and
ending on December 7,. 2006 (the "Term"). and the Consultant hereby accepts such
engagement, for the purposes set forth in section 3.2.
3.2. The scope of the services to be rendered by the Consultant to the Company
include 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 merger and acquisition
strategies, including the evaluation of targets and the structuring of
transactions in Europe and other markets.
4. Consulting Fees and Expenses
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4.2. Termination
This Agreement may not, under any circumstances, be terminated during the course
of the 90-day consulting period. The Company acknowledges that the Consultant
will upon execution of the first week of the agreement provide introductions and
services to be measured in terms of the agreed upon compensation package,
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 Advisor, as that term is defined by
U.S. federal or state laws and. in performing services under this Agreement. the
Consultant shall not be deemed to be an Investment Advisor 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, judgments, 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 State of California. The courts of Los Angeles, California shall have
exclusive jurisdiction for any action arising out of or related to this
Agreement.
t
IN WI1NESS WHEREOF, the parties have executed this Agreement, effective as of
the date first above written.
The Consultant: The Company:
By: /s/ Xxxx Xxxxxxx Stem Cell Therapy International, Inc.
Name: Xxxx Xxxxxxx By: /s/ Xxxxxx Xxx
Date signed: 6-0-06 Name: Xxxxxx Xxx
Title: CEo
Date signed: 6/8/06
