**Exhibit 10.8**

** **

**CONSULTINGAGREEMENT BETWEEN**

**ORIGENESIS,LLC  & FARM TEAM MENTORS, LLC(“CONSULTANTS”)**

**ANDCYTOGENIX, INC.**

 

This Agreement, made inHouston, Harris County, Texas, and entered into this 18th day ofOctober 2001, by and between Farm Team Mentors, LLC  (hereinafter “FTM”), a Texas limited liability company, andOrigenesis, LLC (“hereinafter “ORIGENESIS”), a Texas limited liability company,jointly “CONSULTANTS”, and Cytogenix, Inc. (hereinafter “CYGX”), a Texaspublicly-traded corporation, collectively the “Parties” or individually“Party”, is made for the purposes of providing consultation services to CYGX inthe additional capitalization of CYGX’S business.

 

WHEREAS, CYGX is currentlyseeking additional capitalization in an Offering Amount through a PrivatePlacement of common shares at discount to market; and

 

WHEREAS, CONSULTANTS desireto jointly assist and consult to CYGX in seeking the additional capital; and

 

WHEREAS, CYGX desiresconsulting services from CONSULTANTS to assist CYGX in the raising ofadditional capital; and

 

WHEREAS, CYGX acknowledgesand understands that ORIGENESIS and FTM **are not**, either individually orjointly, a legal firm, accountancy, investment bank or dealer in securities andthat ORIGENESIS and FTM **do not**, either individually or jointly,provide legal, corporate securities, or investment advice of any kind; and

 

WHEREAS, the Parties intendto be legally bound and mutually agree to enter into a business relationship;

 

THE PARTIES HEREBY NOWAGREE, WITH CONSIDERATION, TO THE FOLLOWING, WHICH ACCURATELY REFLECTS THEIRENTIRE UNDERSTANDING:

 

1.               Definitions.  For the purposes of this entire Agreement,the following term(s) will have these definitions:

 

a.               “Consultant(s)” shall mean ageneral business consultant contracted as an independent contractor and shallnot in any manner be construed to mean an agent, an employee or representativeof CYGX except to the extent of his duties and obligations as an Advisor ofCYGX.  Additionally nothing in thisAgreement shall in any way define Consultant as a broker or dealer under theSecurities Exchange Act of 1934, as amended or other state or federalsecurities laws.

b.              “Offering Amount” shallinitially mean the amount of three million dollars ($3,000,000.00), subject tochange at the discretion of CYGX and with written notification to CONSULTANTS.

 

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c.               “Source(s)” shall mean anyperson, persons, business entity or business entities which may or may not haveinterest in CYGX as a potential partner, alliance, acquisition or investmentopportunity.

 

2.               Consulting / AdvisoryServices.  CONSULTANTSagree to advise/consult and provide services to CYGX on the following businessmatters:

 

a.               Certain limited corporatefinance matters,

b.              Review its business plan,

c.               Review its business model;

d.              Review its technology andstrategy;

e.               Participate in telephoneconferences or conversations with legal counsel, clients and accountants;

f.                 Give input to limitedcompany matters, including business, marketing and technology strategies;

g.              Assist in identifyprospective customers;

h.              Assist in identify potentialstaff and partners; and

i.                  Introduce CYGX toprospective capital Sources and/or operating partners for the purpose of havingthem finance CYGX up to the Offering Amount through the purchase of discountedshares.

 

CONSULTANTS will notrepresent CYGX as an agent, will not enter into commitments on behalf of CYGX, **will not actso as to make a third party believe CONSULTANTS are an agent of CYGX**andCONSULTANTS will not hold funds or securities on behalf of CYGX.

 

CONSULTANTS will not be required to travelin connection with these services, unless compensated in advance.  CYGX further agrees to be entirelyresponsible for any and all further expenses related to this Agreementincluding, but limited to, legal fees, teleconference or communication fees,brokerage fees, postal and delivery fees, and any other expenses reasonablyexpected in the ordinary course of a financing through a Private Placement offering.

 

CONSULTANTS **do notand cannot guarantee**, either expressly or impliedly, that CYGXwill benefit or be financed as a result of the efforts of CONSULTANTS’services.

 

3.               ContingentConsulting/Advisory Compensation.  Because CONSULTANTS estimate the success of CYGX receivingfinancing to be highly probable, CONSULTANTS are, therefore, willing to riskcompensation for its consulting services on a contingency compensation basis asfollows:

 

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Within the term of thisAgreement and/or for **twelve** months (12 months) after thisAgreement terminates, should CYGX receive financing, merge with, divest, or beacquired from an identified Source that CONSULTANTS have identified,introduced, and worked on in connection with and for the benefit of CYGX andhas documented to CYGX, in writing, this relationship and consulting work, CYGXagrees to compensate CONSULTANTS the following:

 

a.               A Finder’s Feeof any financial commitments from Sources related to the financing of theOffering Amount according to the following scale:

 
| **Amount Financed**      |   | **Finder’s  Fee** |   |
|--------------------------|--------|------------------------|--------|
| 0 — $1,00,000.00    |   | 10.0                   | %      |
| $1.0 — $2.0 million |   | 7.50                   | %      |
| $2.0 — $3.0 million |   | 5.00                   | %      |

 

The Finder’s Fee shall be in the form ofcash; however, at the mutual, expressed consent of the Parties, the Finder’sFee may be bifurcated to include both cash payment combined with equity in CYGXcommon shares equivalent to the balance beyond cash of the Finder’s Fee at a25% discount to market.  Any equitypayments under this provision shall be subject to Rule 144 or other applicableprovisions that may be required by law or SEC regulation.

b.              One seat on theBoard of Directors to be filled by Nhan H.T. Nguyen, M.D. with appropriateDirectors & Officers Insurance provided by CYGX.

c.               One position asan Investor’s/Public Relations Personnel to be filled by Richard Holdren.

d.              Accrued MonthlyFee of six thousand dollars ($6,000.00), combined, to CONSULTANTS for positionsprovided under 3(b) & (c).  TheMonthly Fee shall be bifurcated into three thousand dollars cash ($3,000.00)and an equivalent amount of CYGX common shares determined by a 25% discount ofthe average closing price for the previous monthly period.    All common shares under this provisionshall be subject to Rule 144.

**e.****              ****Accrued Monthly Consulting Feesdetailed in Section (3-d) above shall be payable only if and when CONSULTANTShave successfully raised no less than Three hundred thousand Dollars(($300,000).**

 

Should CONSULTANTS successfully advise CYGXto be financed up to the Offering Amount, CYGX shall grant CONSULTANTS firstright of refusal for additional consulting services in subsequent tranche(s) offinancing under terms to be determined, should said tranche(s) be required byCYGX.

 

4.               Payment Of Consulting Fees.  Except for compensation in the form ofexecutive, management or board/advisory positions in Provision 3, which willbegin to accrue immediately on the Effective Date of this Agreement, consultingcompensation in the form of equity and/or fees in Provision 3 due toCONSULTANTS shall be paid in bank or cashier’s check in US dollars and/or take 

 

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                        the form ofCYGX stock or membership certificates issued****to CONSULTANTS****atthe **closing**of any funding of CYGX.   In the event that a portion of thefinancing is completed in delayed increments, the compensation shall be paidpro-rata as each increment is advanced.

 

CONSULTANTS reserve theright to assign or transfer any forms of equities received as a result ofcompensation to any third party at CONSULTANTS’ discretion and expressednotification to CYGX **subject to Securities and Exchange CommissionRule  144.**

 

Any compensation due toCONSULTANTS under this Agreement shall be paid within fourteen (14) calendardays when due.  Any cash payments notpaid with fourteen (14) calendar days shall be subject to a monthly interestcharge of one percent (1.0%) until paid in full.

 

5.               Agreement Termination(120-Day Exclusive Agreement with Automatic Renewal Option).  The initial term of this agreement shall beone hundred  twenty days (120 days) withan automatic renewal option on the written consent of the Parties.  Any Party may terminate this Agreement atany time only with written and **verifiable** notification to thenon-terminating Party of at least thirty days (30 days) prior to the effectivedate of termination.  Any terminationunder this Agreement shall not affect the obligations of any compensation duethe Parties under Compensation terms in Provision 3 and 4 of this Agreement andshall not affect the compensation CYGX may have to pay CONSULTANTS, should afunding transaction herein stated be consummated in accordance with thisAgreement.

 

6.               Accurate & ConfidentialInformation (CYGX’S List of Previous Contacts for Financing).  CYGX hereby represents and warrants that allinformation provided to CONSULTANTS **in Appendix A** pertaining to CYGX shall betrue and correct to the best of CYGX’S knowledge.

 

It is expected in the performance of thisAgreement that the Parties shall share and have access to certain information,regarding any or all the Parties, not available to the public domain.  Such information may include, but not belimited to, any information related to technology, technical data, or know-how,including, software, designs, software architecture, source code, educationalmaterials, research, product plans, products, services, customers, partners,markets, inventions or patents, processes, designs, drawings, engineering, andmarketing or finances.  Such informationshall be deemed and labeled with a mark designating “CONFIDENTIAL” and shallnot be disclosed by any of the Parties, except internal staff or agents relatedto the performance of this Agreement, without the **written** consent of theParties.  Confidential Information doesnot include 

 

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information, technical data or know-howwhich (i) prior to or after the time of disclosure becomes part of the publicknowledge or literature, not as a result of any improper inaction or action ofany of the Parties, (ii) is subsequently disclosed to any of the Parties by afourth-party not related to this Agreement and having the legal right to makesuch disclosure or (iii) is approved by the Party-owner of the information, inwriting, for release.

 

In connection with the services CONSULTANTSshall provide under this Agreement, CYGX shall provide to CONSULTANTS withinfive (5) business days of the Effective Date of this Agreement a completed listof previous contacts for financing on Appendix “A” (attached to thisAgreement).  Contacts shall include, **to theextent known**, complete names and contact person and information ofall person(s), companies, groups, brokers, associations, foundations, or anyother entities with whom CYGX has had previous communication or relationsrelated to the financing of the proposed Offering Amount prior to the EffectiveDate of this Agreement.  Anyprovision(s) described in a signed Appendix “A” shall be construed as anamendment to this Agreement.

 

7.               Applicable Law.  The Parties understand that this Agreementis governed by and construed under the laws of the State of Texas.  **Any** action brought by either Party againstthe other Party to enforce or interpret this Agreement shall be brought in anappropriate court of such State.  In theevent of any such action, the prevailing Party shall recover all **court**costsand reasonable attorney’s fees from the losing Party.

 

8.               Entire Agreement.  This Agreement constitutes the entireagreement and understanding between the Parties and supersedes all prioragreements and understandings, both written and oral, between the Partieshereto with respect to the subject matter.

 

9.               Headings And CapitalizedTerms.  The headings herein are forconvenience only, do not constitute a part of this Agreement and shall not bedeemed to limit or affect any of its provisions.

 

10.         Successors And Assigns.  The terms and conditions of this Agreementshall inure to the benefit of and be binding upon the respective successors andpermitted assigns.   Neither Party mayassign their rights nor delegate their obligations under this agreement withoutthe expressed written consent of the non-assigning Party.

 

11.         Modification And Waiver.  None of the terms or conditions of thisAgreement may be waived except in writing by the Party that is entitled to thebenefits thereof.  No supplementation,modification or amendment of this Agreement shall be binding unless executed inwriting by both Parties.   No waiver ofany of the provisions of 

 

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                        this Agreementshall be deemed nor shall constitute a waiver of any other provision (whetheror not similar) nor shall such waiver constitute a continuing waiver. 

 

12.         Acknowledged E-Mail Defined.  When one Party sends an e-mail and requeststhat the other Party acknowledge receipt, they agree to respond by e-mail withthe phrase “I acknowledge receipt of the message below” and send theacknowledgement by selecting “Reply” on the computer.  An acknowledged receipt is especially required when CONSULTANTSintroduce CYGX to capital sources or when either Party notifies the other thatthey wish to terminate the Agreement.

 

13.         Invalid Provisions &Severability.  If anyprovision of this Agreement is held to be illegal, invalid or unenforceableunder present or future laws by any court of competent jurisdiction, suchillegality, invalidity or unenforceability shall not affect the legality,enforceability or validity of any other provisions nor of the same provision asapplied to any other fact or circumstance. Furthermore, such illegal, unenforceable or invalid provision shall bemodified to the minimum extent necessary to make such provision legal, valid orenforceable, as the case may be.

 

14.         Non-circumvention.  CYGX agrees that while this Agreement is ineffect and for a one-year (1 year) period after this Agreement terminates,neither CYGX or its employees, agents, consultants, accountants, attorneys,officers, corporations, divisions, subsidiaries, or partnerships will make anycontact with, deal with or enter into any transaction with any capital sourcethat CONSULTANTS have first worked on and introduced to CYGX for the purpose ofcontemplating a transaction involving financing, without the written consent ofCONSULTANTS.   Within this period, if asubsequent financing or other financial transaction is entered into betweenCYGX and the same Source or any other introduced party or entity that completedthe **OfferingAmount**, any part thereof described herein, or any other futurecorporate financings that will be completed or benefited from suchintroductions to Sources by CONSULTANTS, then CYGX agrees to compensateCONSULTANTS by mutual agreement of the Parties, not to exceed terms outlined inProvisions 3 and 4 of this Agreement of such total financing, Offering Amountor value of such transaction.

 

15.         Notices.  Payments, notices, or other communicationsrequired by this Agreement shall be sufficiently made or given if mailed bycertified First Class United States mail, postage pre-paid, or by commercialcarrier (e.g., Federal Express, Airborne, etc.) when such carrier maintainsreceipt or record of delivery, addressed to the address stated below, or to thelast address specified in writing by the intended recipient.

 

 

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| If to  CYGX:                      | CytoGenix,  Inc.               |   |   |
|-----------------------------------|--------------------------------|--------|--------|
|                              | 9881  Wilcrest Drive           |
|                              | ouston,  Texas 77099           |
|                              |                           |   |   |
| If to  FTM:                       | Farm  Team Mentors, LLC        |   |   |
|                              | 1107  Briar Bayou Dr., Suite A |
|                              | Houston,  Texas 77077          |
|                              |                           |   |   |
| If to  ORIGENESIS or CONSULTANTS: |                           |   |   |
|                              |                           |   |   |
|                              | Origenesis,  LLC               |
|                              | 11418  Oak Spring Drive        |
|                              | Houston,  Texas 77043          |

 

TheParties agree to notify the other Party of any change in address fornotification and the purpose of this Provision within fifteen days (fifteendays) prior to the effective date for the change in address.

 

IN WITNESS WHEREOF, theParties have signed and executed this Agreement and have caused this Agreementto become effective as of the Effective Date last executed below.

 

 
| /s/  Richard Holdren        |                        |   | /s/  Dell Gibson                      |                        |
|-----------------------------|-----------------------------|--------|---------------------------------------|-----------------------------|
| Richard  Holdren            |    Date: 10-27-01 |   | Dell Gibson, Executive Vice President |    Date: 10-27-01 |
| Partner                     |                        |   | CytoGenix,  Inc.                      |                        |
| Farm  Team Mentors, LLC     |                        |   |                                  |                        |
|                        |                        |   |                                  |                        |
|                        |                        |   |                                  |                        |
|                        |                        |   |                                  |                        |
|                        |                        |   |                                  |                        |
|                        |                        |   |                                  |                        |
| /s/  Nhan H.T. Nguyen, M.D. |                        |   |                                  |                        |
| Nhan  H.T. Nguyen, M.D.     |    Date: 10-27-01 |   |                                  |                        |
| President  / Founder        |                        |   |                                  |                        |
| ORIGENESIS,  LLC            |                        |   |                                  |                        |

 

 

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**APPENDIX “A”**

**CYTOGENIX, INC. PREVIOUS CONTACT LIST**

 

Appendix “A” shall list****complete names and contactperson and information of all person(s), companies, groups, brokers,associations, foundations, or any other entities with whom CYGX has hadprevious communication or relations related to the **equity** financing of theproposed Offering Amount prior to the Effective Date of the Agreement.  **It does not include or concern entities that arecandidates for strategic alliances that may include equity consideration alongwith license provisions.**

 

Consultants shall not contact any entitieslisted below for a period of four (4) weeks from the execution date of thisAppendix.  Thereafter, should anyfinancing be received from any entity listed below due to the efforts ofConsultants, then Consultants shall receive a Finder’s Fee of fifty percent(50%) of the Finder’s Fee scale listed in Provision 3(a) of the Agreement.

 

 

**Information Format:**

**Name****(company and person)**

**Address**

**Telephone**

**Nature of Communication/Contact**

 

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**Appendix B**

 

 

**CytoGenix, Inc. Candidates for StrategicAlliance**

 

 

 

 

 

 

 

 

 

 

 
| Please  deliver to: |                    |   |   |
|---------------------|-------------------------|--------|--------|
|                | Nhan  H.T. Nguyen, M.D. |   |   | Authorizing  Signature |
|                | Date                    |   |   |   |
|                | Origenesis,  LLC        |   |   |   |   |
|                | 11418  Oak Spring Drive |   |   | Name: |   |
|                | Houston,  Texas 77043   |   |   |   | Position: |
|                |                    |   |   |   |   |
|                |                    |   |   | CytoGenix, Inc. |

 

 

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