Consulting Agreement-Lone Star Consulting



Exhibit 4.1(h) 
 
CONSULTING AGREEMENT 
SERVICE AGREEMENT No. 001- LS/CLY 
 
This agreement is made and entered into force on January 8th, 2003, by and between:

 

	  	 •	 	 LONE STAR CONSULTING (herein referred to as “LSC”) located at 5715 Lockwood Road, Cheverly, MD 20785. Represented by Stephen Hofmann, President.


Tel: 202-412-2689 
E-mail: sh_lonestarsonsulting@hotmail.com 
 

	  	 •	 	 CALYPTE BIOMEDICAL (hereinafter referred to as “Calypte”) located at 1265 Harbor Bay Parkway, Alameda, CA, 94502. Represented by


 
Tel: 877-225-9783 
E-mail: Nkatz@calypte.com 
 
1.    Subject of the agreement 
 
A.    This service agreement relates to the promotion of HIV-1, a product of Calypte Biomedical.

 
B.    LSC
shall assist Calypte to promote purchase of the HIV-1 product to the United States Congress, the Administrative agencies and the United States’ Armed Services; public and private entities through government mandate; foreign governments; and
foreign businesses, as well as secure funding through various United States trade agencies and international financial institutions. 
 
2.    Duties of LSC 
 
A.    To assist Calypte to promote HIV-1 to Members of the U.S. Congress, the Administration and its
agencies, and the international community. 
 
i.    LSC shall develop and implement a congressional strategy to build support for HIV-1 within Congress. This will include: 
 
a.    Having Members of Congress speak on the floor of the House of
Representatives about the need for a urine-based HIV test; 
 
b.    Initial meetings with the Chairman of the Congressional Hispanic Caucus Health Subcommittee and presentation to the Caucus as a whole; and 
 
c.    Presenting the
product to other caucuses, various Members of the California delegation, and like-minded Members of Congress, in both the House and Senate; and 
 
d.    Having Members of Congress sign a Congressional Letter of support of a urine-based HIV test.








ii.    LSC will meet with key Members of the House
Armed Services Committee to recommend that the Pentagon use HIV-1 in all branches of the Armed Services. 
 
iii.    LSC will present the concept of HIV-1 to Ambassadors or top advisors from at least 30 key
countries. LSC, or international associates of LSC, will meet with foreign Heads of State or members of their family to present the case for HIV-1. Initial discussions will focus on the following select countries: Ghana, Kenya, Tanzania, Gambia,
Burkino Faso, Egypt, Singapore, China, Indonesia, Cambodia, Laos, Myanmar, Vietnam, Uzbekistan, Brazil, and Costa Rica. 
 
iv.    LSC will assist in establishing a strong working relationship between Calypte and top Chamber
of Commerce business members in several countries, especially India and Mexico. 
 
v.    LSC will meet with officials from the U.S. Trade and Development Agency, the Export-Import Bank, the International Monetary Fund, the World Bank and the Overseas Private
Investment Corporation to seek funding for certain international Calypte ventures. 
 
B.    In order to facilitate the strategy detailed in section 2A, LSC may request that key
representatives of Calypte meet with Members of Congress, agency officials, or top leaders of foreign governments. Such meetings will be specific in purpose and LSC will prepare briefing materials to Calypte representatives as necessary.

 
C.    LSC
shall regularly consult with Calypte regarding the initiation, format, strategy and implementation of all meetings. LSC will provide timely updates. 
 
3.    Duties of Calypte 
 
A.    Calypte shall provide on a timely basis, all information necessary to promote its product,
HIV-1. 
 
B.    Calypte shall make timely payments pursuant to section 4. 
 
4.    Expenses and Payment (1) 
 
A.    Pursuant to section 5B, Calypte shall pay monthly to Lone Star Consulting the sum of $3,000.00
cash and $4,500.00 in Calypte Biomedical stock. 
 
B.    Calypte shall pay upon submission all LSC expenses related to this contract. Any expense in excess of $100 must first be authorized by a representative of Calypte. 
 
C.    All expenses
incurred by Calypte shall be the sole responsibility of Calypte. 
 
D.    Calypte Biomedical shall pay Lone Star Consulting a success fee of $10,000.00 for the first signed contract totalling $100,000.00 or more between Calypte and a party resulting
from work done by LSC during the duration of the contract. In addition, Calypte Biomedical shall pay Lone Star Consulting a success fee of $25,000.00 for any signed contract totalling $750,000.00 or more between Calypte and a party resulting from
work done by LSC during the duration of the contract. 
 







E.    Account for payment shall be determined by LSC.

 
5.    Duration 
 
A.    The Parties shall
exercise good faith and due diligence in co-operating to achieve fully the purpose of this agreement including execution of all necessary documents relating to matters arising therein. 
 
B.    This contract shall be valid for four consecutive three-month terms
from the date of signing. Calypte and LSC may terminate the agreement at any time after the first three months. 
 
6.    Confidentiality 
 
LSC agrees not to disclose any of Calypte’s trade secrets and confidential information related to the technical specification and/or commercial information to any Governmental bodies (except
required by law), third parties, or competitors subject to this Agreement. 
 
7.    Amendment and Supplement 
 
Upon signature of both parties, further mutually agreed to amendments and/or supplements shall constitute an integral and enforceable part of this Agreement. 
 
8.    Arbitration 
 
A.    All disputes in connection with this Agreement or the execution
thereof shall be settled by friendly negotiation. In cases where no settlement can be reached through negotiation, the matter shall be submitted to the proper judicial court, in which case the award is final and binding to both Parties.

 
B.    All
arbitration fees shall be borne by the losing party unless otherwise agreed. 
 
C.    This Agreement is governed in accordance with United States law. 







9.    Effective date and termination 
 
This agreement shall come into force upon signature of both parties and shall
remain effective for the duration of the contract. 
 
This
Agreement has been executed by two originals, each with the same validity, one for each party. 
 

	  For Party A
	  	  	  	  For Party B

	
	  /s/    STEPHEN HOFMANN

	  	  	  	  /s/    ANTHONY CATALDO


	  Stephen Hofmann
	  	  	  	  Anthony Cataldo

	  President
	  	  	  	  Executive Chairman

	  Lone Star Consulting
	  	  	  	  Calypte Biomedical

	  5715 Lockwood Road
	  	  	  	  1265 Harbor Way Parkway

	  Cheverly, MD 20785
	  	  	  	  Alameda, CA, 94502

	  (202) 412-2689
	  	  	  	  (510) 749-5100




	 (1)	  	 800,000 shares are registered for purposes of the $4,500/month payment in Calypte Common Stock based on the closing market price of Calypte Common Stock on February
14, 2003.