Unassociated Document


    CONSULTING
      AGREEMENT

     

    This
      CONSULTING AGREEMENT (this “Agreement”),
      dated
      effective as of May 31, 2007, is entered into on November 5, 2007 by and between
      NuRx Pharmaceuticals, Inc. (formerly known as Quest Group International, Inc.),
      a Nevada corporation (the “Company”),
      and
      SOQ Inc., a California Corporation (“Consultant”)
      for
      the services of Dr. Parkash Gill (“Gill”).

     

    R
      E C
      I T A L S

     

    WHEREAS,
      Gill has certain knowledge, expertise, experience and reputation which the
      Company desires to avail itself;

     

    WHEREAS,
      Consultant acknowledges that the Company desires to engage Gill’s services, and
      that the Company’s sole reason for entering into this Agreement is to retain
      Gill’s services;

     

    WHEREAS,
      Gill has furnished consulting services since May 31, 2007 to the Company with
      the understanding that the Company and Consultant would enter into an Agreement
      to document the terms and conditions previously agreed upon by each of the
      Company and Consultant; 

     

    WHEREAS,
      the Company and Gill had previously contemplated an employment arrangement,
      but
      have determined to engage in a consulting arrangment; and

     

    WHEREAS,
      upon the terms and subject to the conditions of this Agreement, the Company
      desires to retain Consultant to provide certain consulting services to the
      Company, and Consultant wishes to render such services.

     

    NOW,
      THEREFORE, in consideration of the foregoing recitals and the mutual promises
      and agreements herein contained, Consultant and the Company by this Agreement
      agree as follows:

     

    ARTICLE
      I

     

    EMPLOYMENT;
      TERM; DUTIES

     

    1.1 Engagement.
      Upon
      the terms and conditions hereinafter set forth, the Company hereby engages
      Consultant, and Consultant hereby accepts engagement to serve as Chairman of
      the
      Company’s Scientific Board, with such duties as described below, commencing May
      31, 2007 (the “Commencement
      Date”)
      and,
      subject to Section 3.2, ending five years thereafter (the
      foregoing period and the same as may be extended pursuant to Section 3.2 of
      this
      Agreement, hereinafter, the“Term”).
      

     

    1.2 Duties.
      

     

    (a) Consultant
      hereby agrees that it shall furnish Gill to provide the following consulting
      services to the Company:

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

    
      	
            	
              (i)

            	
              Participate
                in establishing the scientific and research and development goals;
                

            


    

    


    
      	
            	(ii)	
              Participate
                in the drug development plan;

            


    

    


    
      	
            	(iii)	
              Recruitment
                and co-ordination with regulatory affairs of clinical
                trials;

            


    

    


    
      	
            	(iv)	
              Recruitment
                and co-ordination of clinical research associates or clinical research
                organization;

            


    

    


    
      	
            	(v)	
              Participate
                in the selection of scientific and clinical advisors;
                and

            


    

    


    
      	
            	(vi)	
              Participate
                in the selection of clinical centers and investigators for the trials,
                and
                conduct of the studies.

            


    

    


    (b) Consultant
      agrees that Gill will at all times faithfully and industriously and to the
      best
      of his ability, experience and talents perform all of the duties that may be
      required of and from him pursuant to the terms of this Agreement. Such duties
      will be performed at such place or places as the interests, needs, business
      and
      opportunities of the Company will require or render advisable. 

     

    (c) During
      the Term of the Agreement, neither Consultant nor Gill shall directly or
      indirectly, either as an employee, employer, consultant, agent, investor,
      principal, partner, stockholder (except as the holder of less than 1% of the
      issued and outstanding stock of a publicly held corporation), corporate officer
      or director, or in any other individual or representative capacity, engage
      or
      participate in any business that is in competition in any manner whatsoever
      with
      the business of the Company. For purposes of this Section, “business of the
      Company” shall mean the development of Retinoic Acid Receptor and Retinoid X
      Receptor target therapeutics for use in the treatment of acute myeloid leukemia,
      solid cancers, and chemotherapy associated neutropenia. Subject to the foregoing
      prohibition and provided such services or investments do not violate any
      applicable law, regulation or order, or interfere in any way with the faithful
      and diligent performance by Consultant of the services to the Company otherwise
      required or contemplated by this Agreement, the Company expressly acknowledges
      that Consultant or Gill may:

     

    (i) make
      and
      manage personal business investments without consulting the Board; 

    


    (ii) serve
      in
      any capacity with any non-profit civic, educational or charitable organization
      without consulting with the Board; and

     

    (iii) continue
      to provide services for the University of Southern California Keck School of
      Medicine, Vasgene, and the Mesothelioma Research Foundation, in substantially
      the same capacity as provided as of the date of this Agreement, or for such
      other entities or in such other capacities as may be approved by the written
      consent of the CEO of the Company from time to time.

    


    
      
        
        

      

      
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    1.3 Covenants
      of Consultant

     

    (a) Reports.
      Consultant shall use its best efforts and skills to truthfully, accurately,
      and
      promptly make, maintain, and preserve all records and reports that the Company
      may, from time to time, request or require, fully account for all money,
      records, equipment, materials, or other property belonging to the Company of
      which it may have custody, and promptly pay and deliver the same whenever it
      may
      be directed to do so by the Board.

     

    (b) Rules
      and Regulations.
      Consultant and Gill shall obey all rules, regulations and special instructions
      of the Company and all other rules, regulations, guides, handbooks, procedures,
      policies and special instructions applicable to the Company’s business in
      connection with his duties hereunder and shall endeavor to improve their ability
      and knowledge of the Company’s business in an effort to increase the value of
      their services for the mutual benefit of the Company and the
      Consultant.

     

    (c) Opportunities.
      Consultant shall make all business opportunities of which it becomes aware
      that
      are relevant to the Company’s business available to the Company, and to no other
      person or entity or to itself individually.

     

    ARTICLE
      II

     

    COMPENSATION

     

    2.1 Consideration.
      During
      the Term, for all services rendered by Consultant hereunder and all covenants
      and conditions undertaken by both Parties pursuant to this Agreement, the
      Company shall pay, and Consultant shall accept, as compensation, annual
      consideration of $200,000 per year commencing the Commencement Date (the
“Consulting
      Fee”),
      payable in accordance with the normal payroll practices of the Company. The
      Consulting Fee shall be increased annually, the amount of such increase to
      be
      determined in the Company’s sole discretion,
      but by no less than 5% per year. 

     

    2.2 Performance
      and Review.
      Consultant’s performance will be reviewed on no less than an annual basis.


     

    2.3 Discretionary
      Bonus.
      Consultant is eligible to receive an annual bonus during the Term of this
      Agreement as determined by either the Board or a compensation committee
      appointed by the Board (the “Compensation
      Committee”).
      This
      bonus will be based on the following two factors, each of which shall be given
      equal weight in determining the bonus amount Consultant will receive that
      year:

     

    (i) The
      Company’s performance, based on the performance criteria established by either
      the Board or the Compensation Committee in its sole discretion; and

    


    
      
        
        

      

      
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    (ii) The
      Consultant’s job performance, based on the performance criteria established by
      mutual agreement of Consultant and the CEO, subject to review and approval
      by
      either the Board or the Compensation Committee. 

     

    2.4 Stock
      Compensation.
      At the
      sole discretion of the Board, Consultant or Gill may be eligible to receive
      awards under the Company’s Stock Compensation Plan. 

     

    2.5 Business
      Expenses.
      Consultant will be reimbursed for all reasonable, out-of-pocket business
      expenses incurred in the performance of its duties on behalf of the Company
      consistent with the Company’s policies and procedures, including prior approval
      requirements and submission of appropriate supporting documentation. Such
      business expenses shall include travel, promotional, professional continuing
      education and licensing costs (to the extent required), professional society
      membership fees, seminars and similar expenditures incurred by Consultant which
      Company determines are reasonably necessary for the proper discharge of
      Consultant’s duties under this Agreement and for which Consultant submits
      appropriate receipts and indicates the amount, date, location and business
      character in a timely manner. 

     

    (a) Gill
      shall be entitled to “economy” class air travel accommodations and proper hotel
      accommodations not to exceed a “4 star” rating. Gill shall be entitled to
“business” class air travel accommodations for flights that exceed 5 hours of
      continuous air travel. 

     

    (b) Prior
      to
      incurring any business expense that exceeds Five Thousand Dollars (US$5,000),
      Consultant shall first seek written consent of the CEO. 

     

    ARTICLE
      III

     

    TERMINATION
      OF EMPLOYMENT

     

    3.1 Termination

     

    (a) Consultant’s
      employment pursuant to this Agreement shall terminate on the earliest to occur
      of the following:

     

    (i) upon
      the
      death of Gill (“Death”);

    


    (ii) upon
      the
      delivery to Consultant of written notice of termination by the Company if Gill
      shall suffer a physical or mental disability or illness which renders Gill,
      in
      the reasonable judgment of the Board, unable to perform his duties and
      obligations under this Agreement for either 60 consecutive days or 180 days
      in
      any 12-month period (“Disability”);

    


    (iii) upon
      delivery to the Company of written notice of termination by the Consultant
      for
      Good Reason; or

    


    (iv) upon
      delivery to Consultant of written notice of termination by the Company for
      Cause.

    


    
      
        
        

      

      
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    3.2 Unless
      either (a) this Agreement has been terminated prior to the expiration of
      the then current Term, or (b) one party notifies the other party at least
      60 calendar days prior to the end of the then current Term that such party
      does
      not wish such Term to be extended or further extended, this Agreement shall
      be
      automatically extended upon the terms and conditions hereof for an additional
      year at the conclusion of such Term.

     

    (a) Notwithstanding
      the foregoing Sections 3.1 and 3.2, either party to this Agreement may terminate
      this Agreement prior to the expiration of the Term if the terminating party
      notifies the other party at least 60 calendar days prior to the end of any
      twelve month period ending May 31 (the “Year”).
      

     

    3.3 Certain
      Definitions.
      For
      purposes of this Agreement, the following terms shall have the following
      meanings:

     

    (a) “Cause”
shall
      mean, in the context of a basis for termination of Consultant’s employment with
      the Company, that:

     

    (i) Consultant
      or Gill has committed an act of actual fraud, moral turpitude, misappropriation
      of funds or embezzlement in connection with his duties under this
      Agreement;

    


    (ii) Consultant
      or Gill is convicted
      of, or pleas nolo
      contendere
      (no
      contest) to, any crime (whether or not involving the Company) constituting
      a
      felony in the jurisdiction involved;

    


    (iii) Consultant’s
      or Gill’s
      willful misconduct in the performance of Consultant’s duties
      hereunder;

    


    (iv) Consultant’s
      or Gill’s
      gross
      negligence in the performance of his duties hereunder or willful and repeated
      failure or refusal to perform such duties as may be delegated to Consultant
      by
      the Company commensurate with his position; or 

    


    (v) Consultant
      is in material breach of any provision of this Agreement, or willfully fails
      to
      or refuses to comply with the lawful directives of the CEO or the Board in
      the
      performance of his duties under this Agreement (other than a failure caused
      by
      temporary disability). 

    


    (b) “Good
      Reason”
giving
      rise to Consultant’s right to terminate this Agreement means if
      Consultant claims that the Company has materially breached this Agreement,
      Consultant shall have first provided written notice to the Company of any such
      claimed material breach with exact details of the claimed material breach and
      the Company shall have had thirty (30) days from the date of receipt of such
      written notice to cure any such breach; if curable, and in the event the Company
      does so cure such breach within said thirty (30) days, such claimed breach
      shall
      not constitute good reason or a breach of this Agreement.  

     

    
      
        
        

      

      
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    3.4 Effect
      of Termination.
      In the
      event the Agreement is terminated without Cause or the Consultant terminates
      for
      Good Reason, the Company shall continue to pay to Consultant the compensation
      provided for under Section 2.1 for the remainder of the Year of such
      termination. 

     

    ARTICLE
      IV

     

    CONFIDENTIAL
      INFORMATION; NON-SOLICITATION; INTELLCTUAL PROPERTIES

     

    4.1 Trade
      Secrets of the Company.
      Consultant and Gill, during the Term, will develop, have access to and become
      acquainted with various trade secrets which are owned by the Company and/or
      its
      affiliates and which are regularly used in the operation of the businesses
      of
      such entities. Neither Consultant nor Gill will disclose such trade secrets,
      directly or indirectly, or use them in any way, either during the Term or at
      any
      time thereafter, except as required in the course of this Agreement. All files,
      contracts, manuals, reports, letters, forms, documents, notes, notebooks, lists,
      records, documents, customer lists, vendor lists, purchase information, designs,
      computer programs and similar items and information, relating to the businesses
      of such entities, whether prepared by Consultant or Gill or otherwise and
      whether now existing or prepared at a future time, coming into his possession
      will remain the exclusive property of such entities, and will not be removed,
      other than work-related purposes, from the premises where the work of the
      Company is conducted, except with the prior written authorization by the
      Company.

     

    4.2 Confidential
      Data of Customers of the Company.
      Consultant and Gill, in the course of their duties under this Agreement, will
      have access to and become acquainted with financial, accounting, statistical
      and
      personal data of customers of the Company and of their affiliates. All such
      data
      is confidential and will not be disclosed, directly or indirectly, or used
      by
      Consultant or Gill in any way, either during the Term (except as required in
      the
      course of employment by the Company) or at any time thereafter.

     

    4.3 Inevitable
      Disclosure.
      After
      the Agreement has terminated for Cause or without Good Reason, Neither
      Consultant nor Gill will enter into any Agreement with any direct competitor
      of
      the Company for a period of one (1) year, where the new employment is likely
      to
      result in the inevitable disclosure of the Company’s trade secrets or
      confidential information, or it would be impossible for Consultant to perform
      under the new Agreement without using or disclosing trade secrets or
      confidential information.

     

    4.4 Limited
      Exceptions.
      Notwithstanding the foregoing, no information will be considered trade secret
      or
      confidential to the extent it is or becomes publicly available without breach
      of
      this Agreement by Consultant or Gill, is rightfully received by Consultant
      or
      Gill without obligations of confidentiality, or is ordered released or disclosed
      by court order, lawful process or government authority.

     

    4.5 No
      Solicitation.
      Consultant agrees that it will not, during the Term and for one (1) year
      thereafter if terminated without Cause or with Good Reason or for two (2) years
      thereafter if terminated for Cause or without Good Reason, encourage or solicit
      any other employee of the Company to terminate his or her employment for any
      reason, nor will he assist others to do so.

     

    
      
        
        

      

      
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    4.6 Intellectual
      Properties.
      This
      Agreement is subject to and conditioned upon Consultant and Gill entering into
      a
      separate innovation, proprietary information and confidentiality agreement
      with
      the Company. 

     

    4.7 Continuing
      Effect.
      The
      provisions of this Article
      IV
      will
      remain in effect after the Termination Date.

     

    ARTICLE
      V

     

    MISCELLANEOUS

     

    5.1 Independent
      Contractor: Limitation of Liability.
      The
      Consultant is an independent contractor to the Company, and nothing herein
      shall
      be deemed to constitute the Consultant, Gill, or any of its agents as an
      employee or agent of the Company. Consultant has no power or authority to bind
      the Company, and shall not make any representation or statement that it has
      such
      power.

     

    5.2 Taxes
      and Benefit Programs.
      Consultant shall be liable and responsible to pay any and all taxes relating
      to
      all amounts paid to Consultant hereunder. It is understood and agreed that
      because Consultant is not an employee of the Company, the Company shall not
      withhold any taxes from amounts paid to Consultant. Consultant shall be fully
      and solely responsible to report income and expenses. Consultant acknowledges
      that it is solely responsible for its own tax planning and that the Company
      has
      not provided Consultant with any tax advice regarding the tax implications
      of
      this Agreement. It is also understood and agreed that Consultant shall not
      be
      eligible to participate in any benefits or programs sponsored or financed by
      the
      Company for its employees.

     

    5.3 Binding
      Effect; Assignment.
      This
      Agreement shall be binding upon and inure to the benefit of the Parties and
      their respective legal representatives, heirs, distributees, successors and
      assigns. Consultant may not assign any of his rights and obligations under
      this
      Agreement. The Company may assign its rights and obligations under this
      Agreement to any successor entity. 

     

    5.4 Notices.
      Any
      notice provided for herein shall be in writing and shall be deemed to have
      been
      given or made (a) when personally delivered or (b) when sent by telecopier
      and
      confirmed within 48 hours by letter mailed or delivered to the party to be
      notified at its or his/hers address set forth herein; or three days after being
      sent by registered or certified mail, return receipt requested, (or by
      equivalent currier with delivery documentation such as FEDEX or UPS) to the
      address of the other party set forth or to such other address as may be
      specified by notice given in accordance with this section 5.4:

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    
      	
              If
                to the Company:

            	
              NuRx
                Pharmaceuticals,
                Inc.

              11845
                West Olympic Boulevard, No. 1125W

              Los
                Angeles, California 90064

              Telephone: (310)
                247-3840

              Facsimile: (310)
                247-3844

              Attention: Chief 
                Executive Officer

            
	 	 
	
              If
                to Consultant:

            	
              SOQ,
                Inc.

              c/o
                Parkash Gill

              29420
                Cresthaven Court

              Agoura,
                California 91301

              Telephone: (818)
                355-7237

            


    

     

    5.5 Severability.
      If any
      provision of this Agreement, or portion thereof, shall be held invalid or
      unenforceable by a court of competent jurisdiction, such invalidity or
      unenforceability shall attach only to such provision or portion thereof, and
      shall not in any manner affect or render invalid or unenforceable any other
      provision of this Agreement or portion thereof, and this Agreement shall be
      carried out as if any such invalid or unenforceable provision or portion thereof
      were not contained herein. In addition, any such invalid or unenforceable
      provision or portion thereof shall be deemed, without further action on the
      part
      of the parties hereto, modified, amended or limited to the extent necessary
      to
      render the same valid and enforceable.

     

    5.6 Waiver.
      No
      waiver by a party hereto of a breach or default hereunder by the other party
      shall be considered valid, unless expressed in a writing signed by such first
      party, and no such waiver shall be deemed a waiver of any subsequent breach
      or
      default of the same or any other nature.

     

    5.7 Entire
      Agreement.
      This
      Agreement and the agreements explicitly mentioned herein set forth the entire
      agreement between the Parties with respect to the subject matter hereof, and
      supersedes any and all prior agreements between the Company and Consultant,
      whether written or oral, relating to any or all matters covered by and contained
      or otherwise dealt with in this Agreement. This Agreement does not constitute
      a
      commitment of the Company with regard to Consultant’s employment, express or
      implied, other than to the extent expressly provided for herein.

     

    5.8 Amendment.
      No
      modification, change or amendment of this Agreement or any of its provisions
      shall be valid, unless in writing and signed by the party against whom such
      claimed modification, change or amendment is sought to be enforced.

     

    5.9 Authority.
      The
      parties each represent and warrant that it/he or she has the power, authority
      and right to enter into this Agreement and to carry out and perform the terms,
      covenants and conditions hereof.

     

    5.10 Attorneys’
      Fees.
      If
      either party hereto commences an arbitration or other action against the other
      party to enforce any of the terms hereof or because of the breach by such other
      party of any of the terms hereof, the prevailing party shall be entitled, in
      addition to any other relief granted, to all actual out-of-pocket costs and
      expenses incurred by such prevailing party in connection with such action,
      including, without limitation, all reasonable attorneys’ fees, and a right to
      such costs and expenses shall be deemed to have accrued upon the commencement
      of
      such action and shall be enforceable whether or not such action is prosecuted
      to
      judgment.

     

    
      
        
        

      

      
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    5.11 Titles.
      The
      titles of the sections of this Agreement are inserted merely for convenience
      and
      ease of reference and shall not affect or modify the meaning of any of the
      terms, covenants or conditions of this Agreement.

     

    5.12 Applicable
      Law; Choice of Forum.
      This
      Agreement, and all of the rights and obligations of the parties in connection
      with the employment relationship established hereby, shall be governed by and
      construed in accordance with the substantive laws of the State of California
      without giving effect to principles relating to conflicts of law.

     

    5.13 Arbitration.

     

    (a) Scope.
      To the
      fullest extent permitted by law, Consultant and the Company agree to the binding
      arbitration of any and all controversies, claims or disputes between them
      arising out of or in any way related to this Agreement, the employment
      relationship between the Company and Consultant and any disputes upon
      termination of employment, including but not limited to breach of contract,
      tort, discrimination, harassment, wrongful termination, demotion, discipline,
      failure to accommodate, family and medical leave, compensation or benefits
      claims, constitutional claims; and any claims for violation of any local, state
      or federal law, statute, regulation or ordinance or common law. For the purpose
      of this agreement to arbitrate, references to “Company” include all parent,
      subsidiary or related entities and their employees, supervisors, officers,
      directors, agents, pension or benefit plans, pension or benefit plan sponsors,
      fiduciaries, administrators, affiliates and all successors and assigns of any
      of
      them, and this agreement to arbitrate shall apply to them to the extent
      Consultant’s claims arise out of or relate to their actions on behalf of the
      Company.

     

    (b) Arbitration
      Procedure.
      To
      commence any such arbitration proceeding, the party commencing the arbitration
      must provide the other party with written notice of any and all claims forming
      the basis of such right in sufficient detail to inform the other party of the
      substance of such claims. In no event shall this notice for arbitration be
      made
      after the date when institution of legal or equitable proceedings based on
      such
      claims would be barred by the applicable statute of limitations. The arbitration
      will be conducted in Los Angeles, California, by a single neutral arbitrator
      and
      in accordance with the then-current rules for resolution of employment disputes
      of the American Arbitration Association (“AAA”).
      The
      Arbitrator is to be selected by the mutual agreement of the Parties. If the
      Parties cannot agree, the Superior Court will select the arbitrator. The parties
      are entitled to representation by an attorney or other representative of their
      choosing. The arbitrator shall have the power to enter any award that could
      be
      entered by a judge of the trial court of the State of California, and only
      such
      power, and shall follow the law. The award shall be binding and the Parties
      agree to abide by and perform any award rendered by the arbitrator. The
      arbitrator shall issue the award in writing and therein state the essential
      findings and conclusions on which the award is based. Judgment on the award
      may
      be entered in any court having jurisdiction thereof. The Company shall bear
      the
      costs of the arbitration filing and hearing fees and the cost of the
      arbitrator.

     

    
      
        
        

      

      
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    5.14 This
      Agreement shall not be terminated by any voluntary or involuntary dissolution
      of
      the Company resulting from either a merger or consolidation in which the Company
      is not the consolidated or surviving corporation, or a transfer of all or
      substantially all of the assets of the Company. In the event of any such merger
      or consolidation or transfer of assets, Consultant’s rights, benefits and
      obligations hereunder shall be assigned to the surviving or resulting
      corporation or the transferee of the Company’s assets.

     

    


     

    [Signature
      page to follow]

     

     

     

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      day
      and year first above written.

     

     

    
      	SOQ, Inc.	 	NuRx Pharmaceuticals,
              Inc.
	 	 	 	 	 
	 	 	 	 	 
	By:	/s/
              Parkash Gill	 	By:	/s/
              Harin Padma- Nathan
	 	Name: Dr. Parkash Gill	 	 	Name:Dr.
              Harin Padma-Nathan 
	 	
              Title:
                President

            	 	 	
              Title:CEO 

            


    

    
 

     

     

    
      
        
        

      

      
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