Exhibit 99.1
CONSULTING AGREEMENT, dated as of the 15th day of April, 2003, by and between
Advanced Plant Pharmaceuticals, Inc., a Delaware corporation having executive
offices at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx (the "Company"), and
Consulting Solutions Group (the "Consultant") 000 Xxxx Xxx, Xxxxxxx, Xxx Xxxx
00000.
W I T N E S S E T H:
WHEREAS, the Consultant has considerable knowledge of and experience providing
consulting services regarding the identification, evaluation, structuring,
negotiating and closing of joint ventures, strategic alliances and business
acquisitions as well as product development (the "Business"); and
WHEREAS, the Company desires to obtain the benefit of Consultant's special
knowledge and experience regarding the identification, evaluation, structuring,
negotiating and closing of joint ventures, strategic alliances and business
acquisitions as well as product development; and
WHEREAS, the Company's management has determined that it would be in the best
interest of the Company to make use of the Consultant's knowledge and
experience; and
WHEREAS, Consultant desires to serve as consultant to the Company;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements herein contained the Company and the Consultant hereby agree as
follows:
1. Term. The Company hereby engages Consultant to render the consulting services
as hereinafter set forth, and Consultant hereby agrees to render such services
for a period commencing the date hereof and terminating on April 14, 2004 (the
"Term"). Either party has the right to terminate this agreement after six months
by providing 30 days prior written notice.
This agreement shall be governed by and subject to the jurisdiction and the laws
of the State of New York.
2. Consulting Services. The Company hereby retains the Consultant, and the
Consultant agrees, to render consulting and advisory services to the Company
during the Term hereof in connection with the Business, from time to time, and
as the Chief Executive Officer of the Company may reasonably request. Consultant
shall not be required to expend any minimum number of hours hereunder and the
rendering of all consulting services shall be subject in priority to
Consultant's own business interests.
3. Consulting Fees. In consideration for (i) the availability of Consultant to
render the services, (ii) the services to be rendered by Consultant during the
Term, and (iii) the other provisions of this Agreement, the Company shall
promptly issue to the Consultant 10,00,000 shares of the Company's common stock,
which shares shall be subject to S-8 registration to be filed with the
Securities and Exchange Commission within 50 days of the execution of this
agreement. The
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Company will issue and release 5,000,000 shares immediately, the remainder of
the shares shall be vested at the rate of 1,000,000 shares every sixty days. All
shares shall be issued and registered immediately, with the unvested shares
being held and released by the Company.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first above written.
ADVANCED PLANT PHARMACEUTICALS, INC.
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By: Xxxxx Xxxxxxxxx, President
CONSULTING SOLUTIONS GROUP
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By Xxxx Klopsky
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