**Exhibit 10.9**

** **

**CONSULTING AGREEMENT**

 

 

**This Consulting Agreement** (“Agreement”)is entered into this 19th day of March, 2002 between Eurotrade Financial, Inc.,a Texas corporation engaged in providing consulting services and finderservices, through its partners, subsidiaries or affiliates located at 6371Richmond Ave., Suite 200, Houston, Texas 77057 (“Eurotrade” or “Consultant”),and CytoGenix, Inc., a Nevada corporation located at 9881 S. Wilcrest, Houston,Texas 77099 (“CYGX,”  “Client” or the“Company”), in connection with the rendering by Eurotrade to CYGX of consultingservices and finder services, as described herein below, for and inconsideration of the compensation described.

 

**WHEREAS**, CYGX intendsto undertake the process of raising capital and/or offering securities pursuantto Rule 506 of Regulation D promulgated under the United States Securities Actof 1933, as amended (the “Act”), and desires to retain Eurotrade to performcertain consulting services and finder services as described herein and Eurotradeis willing to render and provide such service to the Company.

 

**THEREFORE**, inconsideration of the mutual agreements and covenants set forth in thisAgreement, and intending to be legally bound hereby, the parties agree asfollows:

 

**1.Engagement of Consultant.**The Company hereby engagesand retains Consultant to render to the Company the consulting services (the“Consulting Services”) described in paragraph 2 hereof and the finder’sservices described in paragraph 7 hereof (the “Finder’s Services”) for theperiod commencing on the date this Agreement is executed by both parties andending one (1) year thereafter (the “Consulting Period”).  The Consulting Services and the Finder’sServices to be performed by Consultant are not mutually dependent; i.e., ifConsultant performs the Consulting Services, as described in paragraph 2 below,Consultant shall be paid by the Company as described in paragraph 3 below, evenif the Company is unable to consummate an Acquisition or Collaboration asdefined in paragraph 7 below.

 

**2.Description of Consulting Services.**The Consulting Servicesrendered by Consultant hereunder shall consist of consultations with managementof the Company as such management may from time to time require during theconsulting period. Such consultation with management shall be with respect tofinancial public relations (“Financial Public Relations”), business promotion,business growth and development, including merger and acquisitions, and generalbusiness consultation.  Financial PublicRelations may include the Company’s relationship with the financial communityand its securities holders, the preparation and distribution of periodicreports and news releases to keep existing shareholders informed about theCompany’s activities, maintaining regular communications with stockholders andbrokers, and such other matters as may be agreed upon between the Company andConsultant.

 

**3. Extentof Consulting Services.**Consultant shall provide the ConsultingServices, for not less than four person/days per month during the term of thisAgreement (the “Minimum Consulting Services”). A “person/day” shall mean eightperson/hours of one or more employees of Consultant and shall include domestictravel time for travel outside 150 mile radius of Consultant’s businessaddress. In additional, Consultant shall be available, during the term of thisAgreement for an additional one person/day per month at the request of theCompany for the purpose of providing additional Consulting Services(“Additional Consulting Services”). Consultant may, but shall not be requiredto devote such additional time to the Company as may be requested by theCompany.  Client agrees that, duringreasonable periods of time prior to and during which Client is deemed to be inthe process of raising capital and/or offering securities, as defined under theAct, Eurotrade will suspend its consulting services to the extent suchconsulting services may have an affect on the market price of Client’ssecurities.

 

1

----

 

**4.Compensation For Consulting Services.** The Company shall pay toConsultant and/or assigns as instructed by Consultant for the MinimumConsulting Services and the Financial Public Relations portion of theConsulting Services rendered hereunder, the sum of two-million-two-hundredthousand (2,200,000) shares of restricted common stock of the Company whichshall be payable in the follow manner: One-million (1,000,000) shares will bedue and payable to Consultant and/or assigns immediately upon signing of thisAgreement, two-hundred thousand (200,000) shares will be due and payable toConsultant and/or assigns on March 31, 2002, and the remaining one-million(1,000,000) shares will be due and payable to Consultant and/or assigns inequal installments of one-hundred thousand (100,000) shares beginning on April30, 2002 and ending on January 31, 2003. Said two-million two-hundred thousand (2,200,000) shares of restrictedcommon stock of the Company shall be immediately delivered to and will be heldin escrow by the Honorable Ron Wilson, Attorney at Law, 6371 Richmond, Suite210, Houston, TX 77057 (“Escrow Agent”). Said amounts of common shares will be tendered to Ron Wilson in separatecertificates as instructed in Exhibit “A”, attached hereto, in the amounts andin the name(s) as described in Exhibit “A”, all of which will be dated as ofthe date of this Agreement.  AnInvestment letter(s), attached hereto as Exhibit B, prepared by the Company andduly executed by an authorized representative will be attached to eachcertificate delivered to the Escrow Agent. Mr. Wilson shall deliver each certificate to Consultant on the dates andin the amounts stated in Exhibit “A”. The shares will be earned when deliveredby Escrow Agent to Consultant and/or assigns. In addition, subject to paragraph 5 herein below, if Consultant providesAdditional Consulting Services to the Company, it shall be compensated for suchAdditional Consulting Services at the rate of $1,200 for each such additionalperson/day.

 

Consultant shall be required to keep records indicating serviceperformed under Paragraph 2 and 3 hereinabove. Consultant shall submit monthly invoices to Company indicating natureand extent of said consulting services provided.

 

**5.****Accumulationof Minimum Consulting Services.** The payment of Minimum FinancialConsulting Services described in the preceding paragraph shall be retained byConsultant whether or not the Company has requested that Consultant provideservices for at least four person/days per month during the term of thisAgreement. Any person/day of Minimum Financial Consulting Services notrequested in the first month in which the Company is entitled thereto may berequested in any later month during the term of this Agreement and will not beconsidered Additional Consulting Services, provided; however, that Consultantshall not be required to provided more than six person/days of FinancialConsulting Services in any month.

 

**6. FinderServices.**Consultant, through its partners shall provide theCompany with finder services (“Finder Services”) which would include thelocation and introduction to the Company of parties that:

 

**A.** Providefinancing to CYGX or any of its subsidiaries or affiliates or who are providedfinancing by Consultant or any of its subsidiaries, affiliates, or contacts(“Financing Finder Services”);

 

**B.** Acquire thesecurities or substantially all of the assets of CYGX or any of itssubsidiaries or affiliates or whose securities or substantially all of itsassets are acquired by Consultant or any of its subsidiaries, affiliates, orcontacts (“Acquisition Finder Services”); or

 

**C.** Enter into anyagreement with Consultant or any of its subsidiaries or affiliates, respectingthe licensing, joint venturing or other mutual exploitation of any asset ofCYGX or such party (“Collaboration Finder Services”).

 

 

2

----

 

**7.Compensation for Finder Services.**Finder’s fees payable underthis Agreement shall be payable by CYGX to Consultant with respect to or inconnection with each and every transaction undertaken by Consultant as providedherein, and shall be payable as follows:

 

****A.******Financing Finder Services.** Except withrespect to any financing provided to CYGX by entities participating in theprivate placement described in Exhibit C to this Agreement, which will becurrent sources of financing identified by CYGX, if any financing is providedto CYGX, during the of term of this Agreement, or for a period of one (1) yearafter termination of this Agreement, provided such source of financing resultsfrom parties identified in writing by Consultant during the term of thisAgreement, CYGX will pay to Consultant a Finder’s Fee equal to 2.0% of thetotal amount of the financing (gross proceeds, without offset for costs orfees).

 

**B.Acquisition or Collaboration Finder Services.**  Except with respect to parties specified in Exhibit C attached tothis Agreement, if an Acquisition or Collaboration is consummated by CYGXduring the term of this Agreement or for a period of three year thereafter,provided such Acquisition or Collaboration involves a party identified inwriting by Consultant during the term of this Agreement, CYGX will pay toConsultant a Finder’s Fee based on the following formula:

 
| **Finder’s  Fee Rate** |   | **Transaction Value**    |   |
|-----------------------------|--------|--------------------------|--------|
| 5% of the portion below     |   | $1,000,000               |   |
| plus 4% of the portion from |   | $1,000,000 to $1,999,999 |   |
| plus 3% of the portion from |   | $2,000,000 to $2,999,999 |   |
| plus 2% of the portion from |   | $3,000,000 to $3,999,999 |   |
| plus 1% of the portion from |   | $4,000,000 to $4,999,999 |   |
| plus 1% of the portion over |   | $5,000,000               |   |

 

The Transaction Value represents the total value agreed to among theparties to the transaction and will include any combination of equitysecurities, net assets, goodwill, consulting fees, noncompetitive agreements,equity or debt investments, royalties or any other form of payment, whethercontingent or firm.  Any issuance ofregistered securities, in connection with the transaction, would be valued atthe closing public bid price of such securities on the date of the closing thetransaction.  Any unregisteredsecurities that were issued with restrictive legends would be valued at fiftypercent (50%) of the closing public asked price of such class of securities onthe date of closing the transactions, or at such greater value as may berecorded for accounting purposes in accordance with generally acceptedaccounting principles.  If Consultantand the Company disagree as to the Transaction Value of any transaction, aTransaction Value shall be determined by an independent appraisal performed atthe expense of CYGX by an independent appraiser selected by Consultant andapproved by the Company.  If theFinder’s Fee includes Transaction Value amounts which are contingent uponfuture event(s), such Finder’s Fee will be paid either on the date suchcontingent amounts are paid or on such earlier date that the contingent amountsbecome fixed in value.  If, however, theTransaction Value amount shall not be contingent upon future events, but theconsideration tendered in such transaction shall not be paid in full at theconsummation of such transaction, Consultant shall receive payment within tendays after each date on which any part of such consideration is paid orreceived by CYGX or any of it subsidiaries or affiliates in amounts equal ineach case to the Finder’s Fee multiplied by the fraction the numerator of whichis the amount of the consideration received or paid by or to CYGX or any of itssubsidiaries or affiliates on such date and the denominator of which is thetotal Transaction Value.

 

**8.Compensation of Out-of-Pocket Expenses.** The Company shall beresponsible for reimbursing Consultant for reasonable, accountable,out-of-pocket expenses incurred in performing the services provided in thisAgreement.  Such reimbursement would bein addition to any compensation for services as provided herein above and wouldbe payable in cash, unless otherwise agreed among the parties, within 60 daysafter 

 

3

----

 

receipt of an invoice from Consultant. Any expenses in excess of $500.00 in any calendar month for whichConsultant would be entitled to receive reimbursement would require advancewritten approval by the Company.  Thecost of all travel including airline ticketing, hotel accommodations and otherrelated travel costs shall, at the election of Consultant, be prepaid by theCompany.  The Company shall beresponsible for the fees of accountants, outside legal counsel, other advisorsand other services requested by the Company when pursuing a transaction.

 

**9.Nonexclusivity of Consultants Undertakings.** The Company expressly understands and agrees that Consultant shallnot be prevented or barred form rendering services of the same nature as or asimilar nature to those described in this Agreement, or of any naturewhatsoever, for or on behalf of any person, firm, corporation, or entity otherthan the Company.  Company understandsand accepts that Consultant is currently providing consulting services to otherprivate and public companies and will continue to do so during the term of thisAgreement.  Company also understands andaccepts that Consultant will seek new clients to provide its consultingservices to during the term of this Agreement.

 

**10. Disclaimerof Responsibility for Acts of the Company.**The obligations of theConsultant described in this Agreement consists solely of the furnishing ofinformation and advice to the Company. In no event shall Consultant be requiredby this Agreement to act as the agent of the Company or otherwise to representor make decisions for the Company. All final decisions with respect to acts ofthe Company or its subsidiaries or affiliates, whether or not made pursuant toor in reliance on information or advice furnished by Consultant hereunder,shall be those of the Company or such subsidiary or affiliates, and theConsultant shall under no circumstances be liable for any expense incurred orloss suffered by the Company as a consequence of such decision.

 

**                11. Limitation of Services.**It isunderstood between the parties that neither the Consultant nor any of itspartners or principals are providing legal service, accounting services,underwriting services, securities placement services, nor sale of securities,and such services must be retained by the Company at its own cost and expense.It is expressly acknowledged that Consultant will utilize its best efforts inperforming the services contemplated hereby but no representations are made asto the ultimate success of any transaction or other action undertaken by theCompany.

** **

**                12. Termination of Relationship.**This Agreement shall, unless sooner terminated as provided hereinbelow, continue until for the duration of the Consulting Period as defined inparagraph 1 herein above. Such term shall be renewed upon mutual agreement ofthe parties. This Agreement shall terminate upon the happening of any one ofthe following events:

 

**A.** EitherConsultant or the Company may terminate this Agreement upon thirty (30) dayswritten notice to the other that a material breach by the other of the terms orcovenants of this Agreement shall have occurred and such breach shall not havebeen cured with in ten days after such notice.

** **

**B.** Consultantshall have the right (but not the obligation) to terminate this Agreement uponwritten notice to the Company if it reasonably determines that the Company orany of its directors, officers or controlling shareholders has engaged in anyunlawful, wrongful or fraudulent act.

 

**C.** Company shallhave the right (but not the obligation) to terminate this Agreement uponwritten notice to the Consultant if it reasonably determines that theConsultant or any of its directors, officers, assignees, controllingshareholders or affiliates has engaged in any unlawful, wrongful or fraudulentact.

 

**D.** Consultantshall have the right (but not the obligation) to terminate this Agreement upon 

 

4

----

 

written notice to the Company if its shall determine that any materialfacts concerning the Company represented to it during the course of performingits services are misstated or untrue or that the Company has intentionallyfailed to provide Consultant with material facts concerning the Company.

 

                In the event ofTermination, Consultant shall be entitled to accrued fees and expensereimbursements and shares earned prior to the termination of thisAgreement.  The shares of the Companythat have been delivered to Consultant and/or assigns by escrow Agent prior tonotice of Termination are earned by Consultant.  In the event of Termination, the Escrow Agent shall return anyshares that are held in escrow by Escrow Agent, pursuant to this Agreement, tothe current members of the Board of Directors of the Company, which in turnshall effect the return of said shares to treasury or caused the cancellationof said shares.

 

                **13.Miscellaneous.**

** **

**A. Notices.** Any notice orother communication required or permitted by any provision of this Agreementshall be in writing and shall be deemed to have been given or served for allpurposes if delivered personally or sent by registered or certified mail,return receipt requested, postage prepaid, addressed to the parties as follows:

 
| **To Consultant**:  |   | Eurotrade Financial, Inc. |
|---------------------|--------|---------------------------|
|                |   | 6371 Richmond, Suite 200  |
|                |   | Houston, TX 77057         |
|                |   |                      |
| **To the Company**: |   | CytoGenix, Inc.           |
|                |   | 9881 S. Wilcrest          |
|                |   | Houston, TX 77099         |

 

**B. EntireAgreement.** This Agreement constitutes the entire agreementbetween the parties relating to the subject matter of this Agreement andsupersedes all prior discussions between the parties.  There are no terms, obligations, covenants, express or impliedwarranties, representations, statements or conditions other than those setforth in this Agreement.  No variationsor modification of this Agreement or waiver of any of its terms or provisionsshall be valid unless in writing and signed by both parties.

 

**C.Amendment.** This Agreement shall not be modified or amendedexcept by written agreement of the parties hereto.

 

**D.Governing Law.** Each of the provisions of this Agreement shall begoverned by and construed and enforced in accordance with the laws of the Stateof Texas, excluding its laws relating to conflict of laws.

 

**E.Counterpart.** This Agreement may be executed in any number ofcounterparts, all of which shall be considered one and the same agreement.

 

**F**. **Delay;Partial Exercise.** No failure or delay by any party in exercising anyright, power or privilege under this Agreement shall operate as a waiverthereof; nor shall any single or partial exercise of any right, power orprivilege hereunder preclude any other or further exercise thereof or theexercise of any other right, power or privilege.

 

**G.****Severability.**Should any part of the Agreement for any reason be declared invalid orunenforceable, such decision shall not affect the validity or enforceability ofany remaining portion, which remaining portion shall remain in force and effectas if this Agreement had been executed with the invalid or unenforceableportion thereof eliminated and it is 

 

5

----

 

hereby declared the intention of the parties hereto that they wouldhave executed the remaining portion of this Agreement without including thereinany such part, parts or portion which may, for any reason, be hereafterdeclared invalid or unenforceable. Should any material term of this Agreement be in conflict any laws orregulations, the parties shall in good faith attempt to negotiate a lawfulmodification of this Agreement which will preserve, to the greatest extentpossible, the original expectation of the parties.

** **

**H.**  **Arbitration.** Any controversy or claimarising out of or relating to this Agreement, or the breach thereof, shall besettled by arbitration in Houston, Texas in accordance with the rules of theAmerican Arbitration Association, and the judgment upon the award rendered maybe entered in any court having jurisdiction thereon.

** **

**                14. Indemnification and HoldHarmless.**In connection with Consultant’s performing theservices enumerated herein above, Consultant and its partners and principalswill to a great extent be relying on information provided the Company and itsofficers and directors. Although Consultant will be reviewing all materialsprovided to it in connection with performing its duties, Consultant will not beconducting an independent “due diligence review”. Consequently, as a conditionto Consultant’s performing the task enumerated herein, the Company herebyagrees to indemnify and hold Consultant and its officers directors, partnersand principals harmless against any losses, claims, damages, liabilities andexpenses, whether joint or several and to defend them against any and allactions or causes of actions or threats of actions to which they may becomesubject and will reimburse them for any legal or other expenses includingattorney’s fees and disbursements reasonably incurred by them in connectionwith investigation, preparing or defending any actions commenced or threatenedor claim whatsoever whether or not resulting in any liability insofar as suchare based upon (a) any untrue statement or alleged untrue statement of amaterial fact contained in any information provided to Consultant or (b) anyomission or alleged omission of a material fact necessary to make anyinformation provided to us not misleading.

 

**                In witness whereof,** theundersigned parties hereto have executed this Agreement on the dates set forthopposite their respective signatures.

 

 
| Dated: | 19 March 2002  |   | **CytoGenix,  Inc,** a Nevada corporation |
|--------|----------------|--------|-------------------------------------------|
|   |           |   |
|   |           |   |
|   |           | By:    | /s/ Malcolm Skolnick                      |
|   |           |   | Its President                             |
|   |           |   |                                      |
|   |           |   |                                      |
|   |           |   |
| Dated  | March 19, 2002 |   | **Eurotrade  Financial, Inc.**            |
|   |           |   |
|   |           |   |
|   |           | By:    | /s/ W. Scott Thompson                     |
|   |           |   | Its President                             |

** **

** **

**6**

----

** **

**Exhibit “A”**

 

1.  On March ___, 2002, One Million (1,000,000) total shares shall bedelivered by Escrow Agent to the following entities in the following amounts:

 
| The Chasseur Corporation |   | 200,000 shares |
|--------------------------|--------|----------------|
| Camelot Lakes, Ltd.      |   | 200,000 shares |
| Hountoon, Ltd.           |   | 100,000 shares |
| Reification Trust        |   | 250,000 shares |
| Fulton Holdings, Ltd.    |   | 250,000 shares |

 

2.  OnMarch 31, 2002, Two Hundred Thousand (200,000) total shares shall be deliveredby Escrow Agent to the following entities in the following amounts:

 
| Chasseur Trust        |   | 40,000 shares |
|-----------------------|--------|---------------|
| Hountoon, Ltd.        |   | 60,000 shares |
| Reification Trust     |   | 50,000 shares |
| Fulton Holdings, Ltd. |   | 50,000 shares |

 

3.  OnApril 30, 2002, One Hundred Thousand (100,000) total shares shall be deliveredby Escrow Agent to the following entities in the following amounts:

 
| Chasseur Trust        |   | 20,000 shares |
|-----------------------|--------|---------------|
| Hountoon, Ltd.        |   | 30,000 shares |
| Reification Trust     |   | 25,000 shares |
| Fulton Holdings, Ltd. |   | 25,000 shares |

 

4.  OnMay 31, 2002, One Hundred Thousand (100,000) total shares shall be delivered byEscrow Agent to the following entities in the following amounts:

 
| Chasseur Trust        |   | 20,000 shares |
|-----------------------|--------|---------------|
| Hountoon, Ltd.        |   | 30,000 shares |
| Reification Trust     |   | 25,000 shares |
| Fulton Holdings, Ltd. |   | 25,000 shares |

 

5.  OnJune 28, 2002, One Hundred Thousand (100,000) total shares shall be deliveredby Escrow Agent to the following entities in the following amounts:

 
| Chasseur Trust        |   | 20,000 shares |
|-----------------------|--------|---------------|
| Hountoon, Ltd.        |   | 30,000 shares |
| Reification Trust     |   | 25,000 shares |
| Fulton Holdings, Ltd. |   | 25,000 shares |

 

6.  OnJuly 31, 2002, One Hundred Thousand (100,000) total shares shall be deliveredby Escrow Agent to the following entities in the following amounts:

 
| Chasseur Trust        |   | 20,000 shares |
|-----------------------|--------|---------------|
| Hountoon, Ltd.        |   | 30,000 shares |
| Reification Trust     |   | 25,000 shares |
| Fulton Holdings, Ltd. |   | 25,000 shares |

 

 

7

----

 

7.  OnAugust 30, 2002, One Hundred Thousand (100,000) total shares shall be deliveredby Escrow Agent to the following entities in the following amounts:

 
| Chasseur Trust        |   | 20,000 shares |
|-----------------------|--------|---------------|
| Hountoon, Ltd.        |   | 30,000 shares |
| Reification Trust     |   | 25,000 shares |
| Fulton Holdings, Ltd. |   | 25,000 shares |

 

8.  OnSeptember 30, 2002, One Hundred Thousand (100,000) total shares shall bedelivered by Escrow Agent to the following entities in the following amounts:

 
| Chasseur Trust        |   | 20,000 shares |
|-----------------------|--------|---------------|
| Hountoon, Ltd.        |   | 30,000 shares |
| Reification Trust     |   | 25,000 shares |
| Fulton Holdings, Ltd. |   | 25,000 shares |

 

9.  OnOctober 31, 2002, One Hundred Thousand (100,000) total shares shall bedelivered by Escrow Agent to the following entities in the following amounts:

 
| Chasseur Trust        |   | 20,000 shares |
|-----------------------|--------|---------------|
| Hountoon, Ltd.        |   | 30,000 shares |
| Reification Trust     |   | 25,000 shares |
| Fulton Holdings, Ltd. |   | 25,000 shares |

 

10. On November 29, 2002, One Hundred Thousand (100,000) total shares shallbe delivered by Escrow Agent to the following entities in the following amounts:

 
| Chasseur Trust        |   | 20,000 shares |
|-----------------------|--------|---------------|
| Hountoon, Ltd.        |   | 30,000 shares |
| Reification Trust     |   | 25,000 shares |
| Fulton Holdings, Ltd. |   | 25,000 shares |

 

11. On December 31, 2002, One Hundred Thousand (100,000) total shares shallbe delivered by Escrow Agent to the following entities in the followingamounts:

 
| Chasseur Trust        |   | 20,000 shares |
|-----------------------|--------|---------------|
| Hountoon, Ltd.        |   | 30,000 shares |
| Reification Trust     |   | 25,000 shares |
| Fulton Holdings, Ltd. |   | 25,000 shares |

 

12.  On January 31, 2003, One Hundred Thousand(100,000) total shares shall be delivered by Escrow Agent to the followingentities in the following amounts:

 
| Chasseur Trust        |   | 20,000 shares |
|-----------------------|--------|---------------|
| Hountoon, Ltd.        |   | 30,000 shares |
| Reification Trust     |   | 25,000 shares |
| Fulton Holdings, Ltd. |   | 25,000 shares |

** **

** **

**8**

----

** **

**Exhibit “B”**

 

**Investment Letter ForRestricted Securities**

 

CytoGenix,Inc., 9881 S. Wilcrest, Houston, TX 77099 (the “Company”) hereby acknowledgesthat it will is take any and all actionnecessary in order to make the exemption for the sale of  the shares issued in certificate number________  (“the “Securities”) available,pursuant to Rule 144 of the United States Securities Act of 1933.  Further, the Company will take whateveraction is necessary to meet all the requirements to maintain eligibility forits securities to be sold under Rule 144.

 

The Company herebyacknowledges that the entity/person (“Owner”) listed as owner of certificatenumber _______ was acquired for services rendered.

 

Owner’s rights to sell orotherwise transfer these Securities are restricted by the securities laws ofthe United States.  Owner has receivedthe Securities for his /its own account, with the intention of holding them forinvestment purposes with no present intention of dividing or allowing others toparticipate in this security or reselling or otherwise participating directlyor indirectly in a distribution of the Securities.

 

 

 

 

CytoGenix, Inc.

 

 

Malcolm Skolnick

President/CEO

 

9

----

 

**Exhibit “C”**

 

 

As of December 7, 2001 to the Company hasauthorized a Private Placement Offering of $500,000.00 at a per share price of$0.12 for a total issuance of 4,166,666 shares of Rule 144 common stock.

 

The Company has amended the Private PlacementOffering to increase the authorized issuance of common stock up to $810,000.00at a per share price of $0.12 for a total of 6,750,000 shares of Rule 144common stock.

 

As of March 8, 2002 the total amount ofshares issued from the current Private Placement is 3,319,521.

 

 

10

----