AVALON INTERNATIONAL GROUP
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MANAGEMENT CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is to be effective as of the 21th
day of November, 2005 by and between Dermisonics, Inc., having its' principal
place of business at, Four Tower Bridge, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ of Dermisonics, Inc., (the "Company" or
"Corporation") and Avalon International Group, (the "Consultant")having its'
principal place of business at ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇.
The parties agree as follows:
1. Dermisonics, Inc., hereby engages the Consultant and the Consultant hereby
agrees to render services to the Company as a management consultant,
strategic planner and corporate finance advisor.
2. Duties: During the term of this Agreement, Consultant shall provide advice
to, undertake for, and consult with the Company concerning strategic
planning, and corporate development on connection with the operation of the
business of the Company. Consultant agrees to provide on a timely basis the
following enumerated services plus any additional services contemplated
thereby:
(a) The implementation of short range and long term strategic
planning to fully develop and enhance the Company's assets,
resources, products and services;
(b) The implementation of a marketing program to assist the Company
in broadening the markets for its business and services and
promote the image of the Company and its business and services;
(c) The implementation of all corporate development enhancements
in a timely manner;
(d) Advise and recommend to the Company additional services relating
to the present business and services provided by the Company, as
well as new products and services that may be provided by the
Company.
(e) Identify financing sources and investors for a capital infusion
into the Company which is contemplated to be approximately $6
million. The capital raise will be conducted on a best efforts
basis by the Consultant and the Consultant will advise on
structuring, pricing and all investment banking aspects of the
proposed transaction.
Initial:
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Initial:
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3. Term: The term of this Agreement shall be for 1 year period commencing on
the date here of and will continue on a month to month bases until
terminated by the Consultant or the Company with thirty (30) day notice by
either certified or registered mail.
4. Compensation: See Attachment "A".
5. Expenses: Consultant shall be entitled for reimbursement by the Company of
such reasonable out of pocket expenses as Consultant may incur in
performing services under this Agreement. Any expenses over $500.00 shall
be approved in advance with the Company.
6. Confidentiality: Consultant will not disclose to any other person, firm or
corporation, nor use for its own benefit, during or after the term of this
Agreement, any trade secrets or other information designated as
confidential by the Company which is acquired by the Consultant in the
course of performing services hereunder.
7. Indemnification: Dermisonics, Inc., its agents or assigns hereby agree to
indemnify and hold Consultant harmless from and against all losses, claims,
damages, liabilities, costs or expenses (including, reasonable attorney's
fees (collectively the "Liabilities") joint and several, arising of the
performance of Consulting Agreement, whether or not Consultant is a party
to such dispute. This indemnity shall not apply, however, and Consultant
shall indemnify and hold the Company, its affiliates, control persons,
officers, employees and agents harmless from and against all liabilities,
where a court of competent jurisdiction has made a final determination that
Consultant engaged in gross recklessness and willful misconduct in the
performance of its services hereunder which gave rise to the losses, claim,
damage, liability, cost or expense sought to be recovered hereunder (butt
pending any such final determination, the indemnification and reimbursement
provisions of this Agreement shall apply and the Company shall perform its
obligations thereunder to reimburse Consultant for its expenses.) The
provisions of this paragraph 7 shall survive the termination and expiration
of this Agreement.
8. Independent Contractor: Consultant and the Company hereby acknowledge that
Consultant is an independent contractor. Consultant shall not hold itself
out as, nor shall it take any action from which others might infer that it
is an agent of or a joint venture of the Company.
Initial:
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Initial:
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9. Miscellaneous: This Agreement sets forth the entire understanding of the
parties relating to the subject matter hereof, and supersedes and cancels
any prior communications, understandings and agreements between the
parties. This Agreement cannot be modified or changed, nor can any of its
provisions be waived, except by written agreement signed by all parties.
The laws of the State of New York shall govern this agreement.
The foregoing correctly sets forth our understanding by signing this Agreement
where provided.
Accepted and Agreed to as of the 21th day of November, 2005.
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▇▇▇▇▇ ▇▇▇▇▇, Managing Partner ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chairman
Avalon International Group. Dermisonics, Inc.
ATTACHMENT "A"
For services rendered by the Consultant under this Agreement, the Company agrees
it will pay to Consultant the following fees:
a) The Company will pay the Consultant a 10% cash fee of the gross
proceeds the Company receives on any successful equity financing. In
addition, the Company will pay the Consultant warrants to purchase the
Company's common stock equal to 10% of the gross proceeds on a
successful equity financing. For example, based upon a $5 million
financing the Consultant would receive 694,444 warrants calculated as
follows: $5,000,000 (Gross Proceeds received by the Company) X .10 =
$500,000/.72 per share exercise price = 694,444.) The Company agrees
to register shares immediately upon exercise of the warrants by the
Consultant. The terms of the warrants will be:
(i) 2 year term
(ii) Exercise price at .72 per share
(iii) Piggy Back rights and full racket
protection.
b) The Consultant agrees to waive its customary monthly cash consulting
fee in exchange for the Company providing the Consultant 50,000 shares
of the Company's common stock. These shares will be registered under
144 and be free trading one year after the date of issuance. The
Company agrees to deliver these shares in a timely manner to the
Consultant upon execution of this contract.
c) The Consultant at its option, and upon agreement of the Company,
may elect to receive fully registered free trading shares (in whole or
in part) or 144 stock of the Company's common stock in lieu of the
warrants noted in paragraphs a).
d) The Company and Consultant may enter into additional compensation
agreements for work that it not contemplated in this Agreement.
The above Agreement is for a one year period commencing on the date herein. The
Agreement will continue thereafter on a month-to-month basis until terminated by
either Consultant or the Company with 30 days notice by either certified or
registered mail.
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▇▇▇▇▇ ▇▇▇▇▇, Managing Partner ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chairman
Avalon International Group. Dermisonics, Inc.
