0001085037-02-000195 Sample Contracts

FAIRCHILD INTERNATIONAL CORPORATION 595 Hornby Street, Suite 603 Vancouver, British Columbia V6C 1A4 Canada 604-646-5614 January 15, 2002
Fairchild International Corp • April 16th, 2002 • Mining & quarrying of nonmetallic minerals (no fuels)

This letter outlines our agreement pertaining to the Termination of License And Research & Development Agreement Dated the 28th day of February, 2001 (the "Termination Agreement"). In the Termination Agreement, Fairchild and Praxis had agreed that Praxis would retain those common shares of Fairchild issued to Praxis under the terms of the original license agreement; and that Praxis would pay to Fairchild 30% of Net Revenues from sales of the agents in the arthritis and topical treatment of dermal wrinkles to a maximum of $250,000 over the first three years of sales (the "Royalty Obligation").

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