Exhibit 10.5.3
CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement") made as of December 1, 2000, is by
and between Quick-Med Technologies, Inc., a Delaware corporation, with its
principal place of business at 000 X.X. 00xx Xxxxxxx Xxxx Xxxxx, Xxxxxxx 00000
(the "Company"), and Xxxxxxx Xxxxxx, having his principal place of business at
0000 XX 00 Xxx Xxxxxxxxxxx, XX 00000 (the "Consultant").
R E C I T A L S:
- - - - - - - -
A. The Company is engaged in the development of certain healthcare
products and desires to retain Consultant to provide certain consulting services
relating to such products.
B. Consultant desires to provide certain consulting services to the
Company in accordance with the terms and conditions contained hereinafter.
NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the parties hereto hereby agree as follows:
1. Consulting Services. During the term of this Agreement, Consultant
is hereby retained by the Company to provide consulting services to the Company
on certain scientific matters. Consultant shall provide such consulting services
as reasonably requested by the Company and as defined in Appendix A during the
term of this Agreement. Unless otherwise agreed to by Consultant, all services
hereunder shall be performed by Consultant, in its sole discretion, at his
principal place of business or other offices.
2. Term. The term of this Agreement shall commence as of the date first
written above and terminating on December 1, 2001, provided that either party
can terminate on 30 days' written notice. The term may be extended for an
additional year upon the written mutual agreement of the parties.
3. Compensation. In consideration for the performance of services
hereunder, the Company hereby agrees to pay Consultant the aggregate sum of
$50,000 during the first year of this Agreement, payable $4,500 per month.
Additionally Consultant will be eligible for an option award of up to $10,000
per year. The Company hereby agrees to pay on a pre-approval basis all
out-of-pocket expenses incurred by Consultant in connection with such services
to be rendered hereunder. The Company acknowledges the anticipated expenses set
forth on Appendix B.
4. Confidentiality. The terms of the Confidentiality Agreement dated
July 27, 2000 between Consultant and the Company shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
QUICK-MED TECHNOLOGIES, INC. CONSULTANT
By:/s/ Xxxxx Xxxxxx /s/ Xxxxxxx Xxxxxx
--------------------------------- ----------------------------
Xxxxx Xxxxxx, President
Appendix A
WORK PRODUCT FOR XX. XXXXXXX XXXXXX UNDER CONSULTING
AGREEMENT WITH QUICK MED TECHNOLOGIES
SAP Wound Dressing
Phase I - Sponges and Dressings
1. Complete patent & literature search
2. Acquire sponges and dressings from major manufacturers
3. Modify each with SAP/antimicrobial and with DC 5700
4. Test each first with one Gram positive and one Gram negative bacteria type.
(e.g. Staph. a & E. coli)
5. Compare results to DC 5700 samples with same bacteria types.
6. If a Go, test further against major sources of wound infection (e.g.
Pseudomonas a., Klebsiella p. etc.)
7. If a No Go, repeat above steps using biguanides & /or other antimicrobials
as agreed
8. When Step 6 gives results that are significantly superior to DC 5700 go to
Step 9
9. Initiate patent disclosure(s)
10. Test for physical properties (strength, color, stability, sterilizability,
etc.)
11. Test for chemical properties ( extractability, FTIR, etc. )
12. Test for toxicity ( skin irritation and sensitivity, cell cultures,
mutagenicity, etc.)
13. Complete other testing necessary to make presentations to potential JV
partners or manufacturers
14. Write monthly reports and participate in review meetings as appropriate
Phase II Diapers and Catamenials
Conduct same steps as in Phase I
Military Clothing
1. Initiate patent search and literature studies on chemical warfare gases,
neutralizers, etc as required by latest military
Chemical/Biological/Nuclear warfare protective apparel specifications and
existing materials.
2. Acquire starting materials
3. Combine neutralizers with both hydrophilic and lipophilic type SAP's
4. These will be submitted to JV partner to be laminated into apparel fabric
5. JV partner and/or QMT will arrange for testing by appropriate challenges
6. Make modifications to the SAP/neutralizer layer as required by test results
7. Test for chemical and physical properties as required by Mil-specs
8. Initiate patent disclosures
9. Write monthly reports and participate in review meetings as appropriate.
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APPENDIX B
Proposed Budget IBAD and Military Clothing projects (12 month):
Consulting fee (Xx. Xxxxxx), 12 mo. X $5,000/mo= $60,000
Overhead @ 10% (payable to ARS, Inc.) $6,000
Supplies (substrates, monomers, solvents, petri dishes) = $5,000
Additional lab equipment (if needed)= $4,000
Microbiological services = $7,500
Bacterin, Inc. biofilm study= $5,000
Irritation, cellculture and mutagenicity study= $5,000
Total = $98,500
Detailed definitions of the Milestones will be provided by Xx. Xxxxxx in
consultation with QMT. Compensation will be awarded by QMT's Compensation
Committee of the Board based on the judgment of the Research Committee as to
whether the applicable Milestones have been achieved.
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