FINANCIAL CONSULTING AGREEMENT
This agreement is made by and between DNAPrint genomics, Inc., a Utah
based corporation having its principle office at 000 Xxxxxxxx Xxxxxx, Xxxxxxxx,
Xxxxxxx 00000 (the "COMPANY"), and Market Pulse LLC, having its principle office
at 0000 Xxxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000 (the "CONSULTANT").
In consideration of the mutual promise contained herein and on the terms
and conditions hereinafter set fourth, the Company and Consultant agree as
follows:
1. PROVISION OF SERVICES: Investor Relations Program for DNAPrint genomics,
Inc. for the next three (3) months.
(A) Consultant shall, to the extent reasonably required, develop and
coordinate a program to increase public awareness of DNAPrint genomics,
including particularly among the investment community, which program will
include the following services to be rendered by the Consultant as well as the
additional services which may be provided by third parties as provided below:
(I) Xxxxxx-Xxxxx.xxx Online Newsletter - DNAPrint genomics will be in our
newsletter profile for the next three (3) months. We will email our subscriber
base once a week for the next three (3) months. Our email subscriber base is
made up of thousands of investors, brokers and financiers interested in small
and micro-cap companies. In addition, at any time DNAPrint genomics releases a
press release during the duration of the contract, we will also email our
subscribers with that press release.
(II) Profile on Market Pulse Navigator web site for the next three (3)
months.
(III) Investment Opinion - Market Pulse may, in its sole discretion, issue
a favorable investment opinion anytime DNAPrint genomics issues a press release
that Market Pulse deems to be a significant positive event for the company.
Please courier an investor's package and any current press releases
to the production department: Attn: Xxxxxxxx Xxxxxxx, 00 Xxxxxx Xxxx 000,
Xxxxxxxxxx, XX 00000.
(B) Consultant shall use its best efforts in the furnishing of
advice and recommendations, and for this purpose consultant shall, at all times,
maintain or keep and make available qualified persons or a network of qualified
outside professionals for the performance of its obligations under this
agreement. To the extent reasonably practical, consultant shall use its own
personnel rather than outside professionals.
2. COMPENSATION
(A) The total cost for the Consultant's services is $75,000 (US Funds) and
two million restricted shares of stock in DNAPrint genomics, Inc. as
payment for the consulting agreement. Wire Transfer Instructions: Bank of
America, Atlanta, Georgia, ABA Number is: 000000000, for further credit
to: Market Pulse LLC, Account Number: 003283378778. Please issue stock
certificate to Market Pulse LLC. Please courier stock certificate to
Market Pulse LLC at: 0000 Xxxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000.
o Page 2
(B) The Company understands and agrees that the compensation paid to
Consultant is earned by Consultant upon receipt. The compensation paid to
Consultant under this agreement is solely an inducement for Consultant to
accept this engagement on the Company's behalf. The Company further
understands and agrees that the compensation paid to Consultant is not
returnable or refundable under any circumstances, including any claim made
by the Company that the services contracted for were not performed or were
not of value sufficient to warrant the compensation paid to Consultant.
3. LIABILITY; INDEMNIFICATION
(A) The Company shall indemnify, hold harmless and defend Consultant and
its officers, directors, employees and agents from, against and in respect of
any loss, damage, liability, judgment, cost or expense whatsoever, including
counsel fees, suffered or incurred by it or him by reason of, or on account of,
its status or activities as a consultant to the Company hereunder, except for
any loss , damage, liability, judgment, cost or expense resulting from willful
malfeasance, bad faith or gross negligence in the performance of Consultant's
duties hereunder.
(B) Consultant shall indemnify, save harmless and defend the Company from,
against and in respect of any loss, damage, liability, judgment, cost or expense
whatsoever, including counsel fees, suffered or incurred by it or him by reason
of, or on account of, willful malfeasance, bad faith or gross negligence in the
performance of Consultant's duties hereunder.
4. STATUS OF CONSULTANT
Consultant shall at all times be an independent contractor of the Company
and, except as expressly provided or authorized by this Agreement, shall have no
authority to act for or represent the Company. The Company acknowledges that the
Consultant may, from time to time, subcontract the performance of certain of its
services hereunder to third parties, in which event the Consultant shall be
responsible for the timely and professional performance of such services as if
the Consultant had provided same.
5. OTHER ACTIVITIES OF CONSULTANT
The Company recognizes that Consultant now renders and may continue to
render management and other services to other clients, which may or may not have
policies and conduct activities similar to those of the Company. Consultant
shall be free to render such advice and other services and the Company hereby
consents thereto. Consultant shall not be required to devote its full time and
attention to the performance of its duties under this Agreement, but shall
devote only so much of its time and attention as it deems reasonable or
necessary for such purposes.
6. TERMS
(A) Consulting agreement will become effective upon receipt of signed
contract and payment.
o Page 3
(B) DNAPrint genomics, Inc. hereby authorizes and agrees to allow Market
Pulse (MP) to republish any and all of its press releases including,
but not limited to, Market Pulse republishing these press releases
in its investment opinion called Market Pulse Breaking News Alert.
7. IN GENERAL
This agreement sets forth the entire agreement and understanding between
the parties with respect to its subject matter and supersedes all prior
discussions, agreements and understandings of any nature between them with
respect thereto. This agreement shall be governed by and construed in accordance
with the laws of the State of Georgia applicable to agreements made to be
performed entirely within such State.
IN WITNESS WHEREOF, The parties have caused this agreement to be signed by their
respective officers or representatives duly authorized on the day and year first
below written:
DNAPrint genomics, Inc.
/s/ Xxxxxxx Xxxxxxx
--------------------------------------------------------------------------------
Xxxxxxx Xxxxxxx Date
CEO & President
Market Pulse LLC
/s/ Xxxxxxx X. Xxxxxxx August 19, 2005
--------------------------------------------- ---------------
Xxxxxxx X. Xxxxxxx Date
Chief Executive Officer
Market Pulse LLC
