Exhibit 1.1
SERVICES AGREEMENT
BETWEEN:
KYTO BIOPHARMA, INC.
and
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This Services Agreement (the "Agreement") is entered into as of November 1, 2004
("Effective Date"), by and between Kyto Biopharma, Inc. (the "Company"), having
a principal place of business at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇,
▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, an individual ("Serfati").
WHEREAS the Company is a corporation existing under the laws of the State of
Florida; and
WHEREAS, the Company desires to generate and increase customer interest in the
Company's products and technologies and explore merger/acquisition
possibilities; and
WHEREAS, it is the intention of the parties to enter into a binding agreement
based upon the terms set forth below.
1.0 FINANCIAL MARKETS ACCESS AND MERGER/ACQUISITION
1.1 Serfati will implement a program designed to generate interest in the
Company's products and technologies and to explore acquisition opportunities.
Serfati and any third parties retained in connection with this contract will
limit disclosure to approved "Marketing Material" and/or "Confidential
Information".
a. Serfati will use its generation and acquisition program to contact
potential customers and a number of acquisition targets in Europe and in North
America using "Marketing Material". This lead program shall be exclusive as to
the potential customers/acquisition targets who will have been contacted by
Serfati as a result of this program.
b. Serfati will approach on behalf of the Company a number of candidates for
merger and/or acquisitions.
2.0 RETENTION OF SERFATI
2.1 The Company hereby retains Serfati on a non-exclusive basis for a term of
two (2) years to perform the services outlined in Sections 1 and 2 herein. The
term of this Agreement may be extended for additional 120 day periods upon
mutual written agreement of the parties.
2.2 The Company shall pay Serfati an initial retainer of $0, payment of which
shall be made upon execution of this Agreement.
2.3 In addition to the retainer fee set forth in Section 2.2 above, the Company
shall, upon execution of this Agreement, issue to Serfati 4,500,000 shares of
the Company's common stock and the shares will be fully tradable and delivered
before the program is started.
3.0 NO AGENCY
3.1 Serfati understands and acknowledges that this letter shall not create or
imply any agency agreement between the parties and Serfati shall not, nor shall
Serfati have the right to, commit the Company, its officers, directors or
shareholders in any manner except as shall have been specifically authorized in
writing by the Company.
4.0 INDEMNIFICATION
4.1 In connection with the services which Serfati has agreed to render to the
Company hereunder, the Company shall indemnify Serfati and any third parties
retained in connection with this Agreement and hold them harmless against any
losses, claims, damages or liabilities to which Serfati may become subject in
connection with the rendering of such services except for losses, claims,
damages or liabilities resulting from or arising out of gross negligence,
misrepresentation or willful conduct of Serfati. Serfati will promptly notify
the Company upon receipt of any notices of claim or threat to institute an
action or proceeding for which it or any other person claims entitlement to
indemnification pursuant to this provision and will promptly notify the Company
after any such proceeding is commenced. In the event Serfati becomes involved in
any action or proceeding for which it is indemnified hereunder and the Company
neglects to defend in good faith any such action on behalf of Serfati, then
Serfati shall be entitled to retain separate counsel of its choice and the
Company shall reimburse Serfati for any legal or other expenses reasonably
incurred by it in connection with investigating, preparing to defend or
defending any lawsuits or other proceedings arising in any manner out of or in
connection with the rendering of such services the Company agrees that the
indemnification and reimbursement commitment set forth in this Agreement shall
apply whether or not Serfati is a formal party to any such lawsuits or other
proceedings.
4.2 Serfati agrees to indemnify and hold the Company, its officers, directors,
agents and employees harmless from and against any losses, claims, damages,
expenses (including reasonable counsel fees) or liabilities resulting from any
actual or threatened actions, suits, proceedings or claim by third parties which
arise out of violations of any federal or state securities laws due to Serfati's
gross negligence, misrepresentation or willful misconduct.
4.3 The indemnity agreement contained in this Section 4 and the representations
and warranties of the parties hereto contained in this Agreement shall remain
operative and in full force and effect regardless of (i) any termination of this
Agreement or (ii) any investigation made by Serfati or on behalf of Serfati or
on behalf of the Company, its officers or directors or any other person
controlling the Company.
5.0 MODIFICATION/SEVERABILITY
5.1 The Agreement is the entire agreement between the parties which may not be
amended or modified except in writing, and shall be binding upon any inure to
the benefit of the parties and their successors and assigns. If any provision of
this Agreement, or part thereof, shall be held to be invalid or unenforceable,
it shall not affect the validity or enforceability of the remaining part or any
other provision.
6.0 HEADINGS
6.1 Headings are for convenience only and shall not affect the interpretation or
meaning of the context thereunder.
7.0 REPRESENTATIONS OF THE COMPANY
7.1 By execution of this Agreement, the Company represents and warrants to
Serfati, and Serfati shall be entitled to rely fully upon such representation,
that (i) it has full and complete corporate authority to enter into this
Agreement, (ii) that the officer executing this Agreement on behalf of the
Company is duly empowered to so execute and, as of the date of signing, holds in
good standing the office indicated and (iii) that the Company intends to be
legally bound by the terms set forth herein which shall be governed and
interpreted under the laws of the State of Florida without reference to any
conflicts of laws, principles or rules.
IN WITNESS WHEREOF the parties hereto have executed this Agreement effective as
of the day and year set forth above.
KYTO BIOPHARMA, INC. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇-▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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President and C.E.O.
