0001193125-05-245106 Sample Contracts

SERVICE AGREEMENT
Service Agreement • December 20th, 2005 • Phage Biotechnology CORP • Pharmaceutical preparations • California

This agreement entered into by and between Phage Biotechnology Inc., a Delaware corporation (“Phage” or “the Company”) and BS Biology Sciences Limited, a Cyprus Corporation (“Service Provider).

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LICENSE AGREEMENT
License Agreement • December 20th, 2005 • Phage Biotechnology CORP • Pharmaceutical preparations • New York

This Agreement is effective as of the latest date of signing below and is by and between Brookhaven Science Associates, LLC. (“Licensor”), operator of Brookhaven National Laboratory, Upton, New York 11973, under contract with the U.S. Department of Energy, and Phage Biotechnology Corporation, having a principal place of business at 101 Theory, Suite 200, Irvine, CA 92617 (“Licensee”).

CONFIDENTIAL
Phage Biotechnology CORP • December 20th, 2005 • Pharmaceutical preparations • California

GHL Financial Services Ltd., Inc. (“GHL”) is pleased to be engaged by Phage Biotechnology Corporation, inc (the “Company”) to act as lead placement agent in the proposed offering, issuance and sale of the Company’s common stock, preferred stock, convertible debentures, debt or any other securities (the “Securities”) by the Company (the “Transaction”). The term of this letter agreement (the “Agreement”) shall commence on the date hereof and continue until it is terminated by either party given 30 days notice in writing. . This Agreement will confirm our mutual understanding of the terms of this agreement and will be binding until such time as a more defined Managing Dealers Agreement (“MDA”) is executed between the parties. When a definitive Managing Dealer Agreement is signed by you and us it will supercede the terms of this Agreement.

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