**EXHIBIT 10.36 AGREMENT WITH MYCOSOL, INC.**
**MEMORANDUM OF AGREEMENT**
*JUNE 1, 2004*
The following outlines the terms of an Agreement between Mycosol, Inc., aDelaware corporation and its wholly owned subsidiary Elion Inc. (collectively“Mycosol” or the “Corporation”), located at 14001 Weston Parkway, Suite 112,Cary, North Carolina 27513, and Veridien Corporation, a Delaware corporation(“Veridien”) with principal offices at 2875 MCI Drive, Suite B, Pinellas Park,Florida 33782. This Agreement replaces and supercedes the Strategic AlliancePreliminary Agreement between Mycosol and Veridien dated December 10, 2003.
For good and valuable consideration the receipt and sufficiency of which arehereby acknowledged, the parties agree as follows:
1. Mycosol and Veridien hereby formed a strategic alliance with the commonfocus on the market for Anti-Infectives. Mycosol’s products include butare not limited to M301, its library of related analogs and homologs, andtheir future products (the “Mycosol Technology”) have been identified asthe initial products to complement Veridien’s product portfolio. 2. Veridien has previously invested $175,000 in Mycosol’s Series A PreferredStock Financing (the “Series A Financing”), which represents a (*)% fullydiluted ownership interest in Mycosol. For the purposes of thisAgreement, fully diluted ownership interest (“Fully Diluted OwnershipInterest”) means all issued and outstanding stock of the Corporationthrough the completion of Series A Financing plus all debt obligations,warrants, options, etc. which are convertible into stock of theCorporation and includes all stock issued or to be issued by theCorporation pursuant to its Series A Financing as well as shares issued orto be issued to the Principals or otherwise. 3. Veridien, and/or any partnership or legal business entity in whichVeridien participates, and/or any third party investor in Mycosol forwhich Veridien assists in identifying and/or assists in securing theirinvestment in Mycosol (hereinafter identified as the “Veridien Group”) hasthe right to invest an additional $1,325,000 in Mycosol by way of 17monthly installments of $75,000 commencing June 1, 2004, and the earlierof the 1st day or 1st business day of every month thereafter (“Due Date”),and the final 18th installment of $50,000. If the sum of all investmentsmade by the Veridien Group totals $1.5 million, the Veridien Group shallhave acquired a combination of Preferred Stock and Common Stock Warrantsrepresenting 37.5% Fully Diluted Ownership Interest in Mycosol. If theVeridien Group invests less than $1.5 million, the percentage of FullyDiluted Ownership Interest in Mycosol will be prorated in directproportion to the actual investment. Subject to the terms in thisAgreement, Veridien may stop making payments at anytime and will not haveany further financial obligations. 4. Dick Klein, Jeff Selph and Jim Hriso (collectively “Initial Principals”)and Veridien will complete the following share exchange. Within ten (10)business days of the date hereof, Veridien will transfer to the InitialPrincipals in a proportion to be determined by the Initial Principals6,000,000 Restricted (restricted pursuant to Rule 144) Veridien Commonshares (the “Restricted Veridien Shares”) and $110,000 in cash. TheInitial Principals shall contemporaneously transfer to Veridien anappropriate number of Mycosol Common Stock, which shares will represent a12.50% ownership interest in Mycosol on a Fully Diluted Ownership Interestbasis. Notwithstanding the foregoing, the parties agree that although theRestricted Veridien Shares shall be issued in the names of the InitialPrincipals respectively, said shares shall not be delivered directly tothe Initial Principals but shall instead be held in

 

  escrow for a period of one year from the date of closing of said shareexchange pursuant to terms of a certain escrow agreement to be entered intobetween the parties prior to or at closing of the share exchange. Theprincipal terms of said escrow agreement will provide that the InitialPrincipals shall receive their respective Restricted Veridien Shares onlyin the event that they continue their employment and/or consulting withMycosol, Inc. until the end of the one year escrow period (subject toexceptions for death, disability, wrongful termination, liquidation event,and other reasonable special circumstances). In the event that an InitialPrincipal fails to satisfy the terms of escrow, then his respectiveRestricted Veridien Shares shall not be delivered to said Initial Principalbut shall instead be forfeited to Mycosol, Inc. The parties agree to saidforegoing principal terms of the escrow agreement and agree to execute suchescrow agreement substantially in a form with these terms at or beforeclosing of said share exchange. The parties further agree that saidRestricted Veridien Shares are acquired by the Initial Principals orMycosol, as applicable, as of the closing date of the share exchangedescribed above. In addition and concurrently, Veridien will offer toacquire the shares of the current five Mycosol Series A shareholders byoffering to exchange their Preferred shares for Restricted Veridien CommonStock at a per share price of $.07.
5. The agreement of the parties is that upon completion of the aggregateinvestments contemplated in paragraphs 2, 3 and 4, excluding any of thePreferred Series A shareholders conversion (the “Aggregate Investments”),the Veridien Group will own a 50% interest in Mycosol (or more, dependingon the Preferred Series A shareholder participation in the stock swapcontemplated in Paragraph 4) on a Fully Diluted Ownership Interest basis. 6. The Initial Principals will repay all accrued loans to Mycosolcontemporaneously with the transfer set out in paragraph 4. 7. The Initial Principals purport to be owed deferred salaries and waive anyclaim or entitlement to same. All necessary paperwork confirming samewill be delivered to Mycosol within ten (10) business days of the datehereof. 8. The parties acknowledge that Taro Pharmaceutical (“Taro”) is consideringproviding funding for the right and/or license to develop and market theMycosol Technology for the dermatology application. If Mycosol or itssubsidiary company, Elion Medical, enters into a strategic alliance withTaro, those funds would be used for therapeutic medical-related activities(including budgeted overhead absorption) and be separate and distinct fromthe non-therapeutic medical funding contemplated under this Agreement andwould not apply to the Aggregate Investments nor reduce Veridien’s and/orthe Veridien Group’s rights or options under this Agreement to provide the$1.5 million funding unless otherwise agreed by Mycosol and Veridien. 9. The parties acknowledge that Mycosol’s Series A Financing is for up to $2million and for which this Agreement represents $1.5 million of funding or75% of that financing. Upon the execution of this Agreement, the VeridienGroup has the potential to become a significant and possible majorityshareholder in Mycosol and Veridien will have the right to elect two (2)representatives to Mycosol’s Board of Directors. The parties hereto agreeto use their best efforts to help identify and arrange up to theadditional $500,000 in Series A financing. In any event, this does notcreate an obligation on any of the parties to fund this directly or toguarantee said amount. 10. In the event that the Veridien Group raises money from one or more thirdparties with a major purpose of those funds being to directly orindirectly finance Mycosol’s business operations, then at least 20% ofthose funds up to $300,000 would be transferred to a Mycosol-controlledreserve account (“Reserve”). These Reserve funds will be used by Mycosolto fund its

 

  operational needs in the event that the monthly funding from the VeridienGroup is not then available. The parties agree to target an ongoing Reserveof $300,000 (four months investment at $75,000 per month). If theAggregate Investments are fulfilled except for the Reserve, the Reservewould then be used to complete the Aggregate Investments.
11. The Initial Principals will have entered into a two-year ConsultingContract (the “Contacts”) with Mycosol under which they will receive anaggregate monthly consulting fee of $29,166 through the end of 2004 and$35,416 from 2005 through the end of the Contracts and to be disbursed byMycosol in accordance with the Contracts. The Initial Principals, actingreasonably, will accept some portion of payment of the Contracts infree-trading shares of Veridien Form S-8 stock or similar instrument. Anypayments in free-trading stock would be credited to the Veridien AggregateInvestments hereunder at a price per share of the Veridien stock at thetime of issue. If payments related to the Contracts result in additionalnon-budgeted expenses to the Initial Principals [versus an employmentcontract where such expenses are customarily paid by the employer] such asa self-employment [FICA] tax, Mycosol will reimburse those additionalexpenses to the Initial Principals, an amount not to exceed seven (7)percent of the Contracts’ amount. Subject to the fulfillment of theAggregate Investments, the Principals’ full time and attention will beprovided to Mycosol, Elion and Veridien or as otherwise set out herein. 12. Veridien will give Mycosol 25-day prior written notice if the VeridienGroup does not intend to make a further investment under the AggregateInvestments (“Notice”). Upon receipt of that Notice, Mycosol, at its soleoption, shall be free to raise additional capital from other sources. 13. Failure to make an investment in Mycosol by the Due Date will allowMycosol to notify Veridien that such amount is required immediately andneeds to be paid within a cure period. Such investment amount can becured by payment of said monthly investment amount to Mycosol within aspecified number of business days (“Cure”) from the Due Date. For thefirst two (2) payments of this Agreement totaling $150,000, the Cure willbe ten (10) business days. Thereafter, the Cure will be forty (40)business days. 14. Veridien will receive an Option from the Initial Principals and theirrelated partners and assigns to acquire all or a portion of theirremaining Mycosol Common and/or Preferred shares, which shares, in total,will represent up to (*)% of the issued and outstanding stock of Mycosolon a fully diluted basis (the “Option”). The Option can only be exercisedafter the successful completion of Paragraph 4 and provided Veridien iscurrent with the Aggregate Investments under this Agreement. If Veridienexercises 100% of the Option, then the purchase price for the shares isfixed at $2,200,000. If Veridien exercises its Option in more than onetraunch, then the purchase price of each traunch will be proratedproportionally to the total fixed price of $2,200,000. If Veridien givesnotice to Mycosol pursuant to Paragraph 12 and/or ceases to make a paymenttoward the Aggregate Investments and fails to Cure said payment, then theOption will be prorated proportionally based on the percent (%) of actualAggregate Investments in Mycosol as to that date [including the 6,000,000Veridien shares which, for these purposes, will be considered to have avalue of $500,000] divided by $2 million. Veridien can exercise theOption for twelve months from the date the Aggregate Investments cease orto May 31, 2006, whichever is sooner. Payment of the Option to theInitial Principals can, at Veridien’s option, be made through acombination of a lump sum cash payment and Veridien Restricted CommonStock (Rule 144) and whereby the number of shares of any stock paymentwill be determined using 80% of the prior 10-day average closing VeridienCommon shares price as reported in the Wall Street Journal from the datethe Option is exercised. Notwithstanding the foregoing in the event thatVeridien issues any Restricted Common Stock (Rule 144) pursuant totransactions described in this Paragraph 14, the parties agree to enterinto a certain escrow agreement substantially similar to that escrowagreement described in Paragraph 4 above for

 

  purposes of securing the further employment and/or consulting of theInitial Principals during the 1 year escrow term.
15. The Initial Principals would support its relationship with Veridien andcontribute to the development of the Veridien Business Plan and develop aMycosol Business Plan in support of its relationship with Veridien.Should the Aggregate Investments cease short of the entire investmentcontemplated in paragraph 3, then the Initial Principals’ support to andefforts on behalf of Veridien would cease. 16. Mycosol’s VP Business Development, subject to fulfillment of theAggregate Investments, will devote his fulltime services to the VeridienMarketing, Sales, and Business Development effort for Year One and YearTwo. Veridien will pay and/or reimburse reasonable travel and promotionexpenses for work on Veridien’s behalf. 17. Mycosol’s CEO will devote 75% of his fulltime services, subject tofulfillment of the Aggregate Investments, to the Veridien Marketing,Sales, Technology, and Business Development efforts for Year One and YearTwo. Veridien will pay and/or reimburse reasonable travel and promotionexpenses for work on Veridien’s behalf. 18. Mycosol’s President, and Mycosol’s in-house technology resources, subjectto fulfillment of the Aggregate Investments, will be devoted to not lessthan 25% of their time or to such other time as mutually agreed, toprovide technology support to the then current Veridien Marketing, Sales,and Business Development efforts during Year One and Year Two. Veridienwill pay and/or reimburse reasonable travel and promotion expenses forwork on Veridien’s behalf. 19. The parties agree that the Aggregate Investments by the Veridien Group asset forth in this Agreement can be structured on a tax effective basis asrequired to facilitate Veridien Group’s requirements and provided that theVeridien Group’s proposed structure is reasonably acceptable to Mycosol,acting reasonably. 20. Upon execution of this Agreement, Veridien will be permitted to elect two(2) seats on Mycosol’s Board of Directors. If the Veridien Group does notfulfill at least 50% of the Aggregate Investments, Mycosol will be free toadd a fifth Director of their choosing to the Mycosol Board of Directors.If the fifth Director Board seat will reasonably facilitate the funding ofMycosol by a third party(ies), the two Board Directors representingVeridien will not block appointment of that fifth Director. Veridienwishes to invite Klein to serve and Klein wishes to serve on the VeridienBoard of Directors subject to the appropriate approvals. 21. Year One shall commence June 1, 2004 and Year Two on June 1, 2005. 22. Veridien has the right to participate in any new financing of Mycosol, atits option. 23. The parties agree to be bound by the terms of this Agreement and agree toexecute such further documents as may be required to support – but notchange – this Agreement. 24. This Agreement shall be governed by and interpreted under the laws of theState of Florida and the venue of Hillsborough County (Tampa Bay area)without giving effect to the choice of laws principles thereof, and maynot be superceded, amended, modified except by written agreement betweenthe parties. 25. This Agreement constitutes the entire understanding between the partieswith respect to the subject matter hereof and supercedes all previousunderstanding, agreements, communications, and

 

  representations, whether written or oral, concerning the subject matter towhich this Agreement relates.
26. The invalidity or unenforceability of any provision of this Agreementwill not affect the validity or enforceability of any other provision ofthis Agreement.
A facsimile copy of this Agreement will be binding upon the parties if signedby June 7, 2004.               **Mycosol, Inc.**   **Veridien Corporation**               Per:    /S/ Richard B. Klein June 7, 2004 Per: /S/ Sheldon Fenton June 7, 2004                   Richard B. Klein, CEO Date   Sheldon Fenton, CEO Date                   Per:    /S/ Jeffrey Selph June 7, 2004 Per: /S/ Russ Van Zandt June 7, 2004                   Jeffrey Selph, President & COO Date   Russ VanZandt, Chairman Date               **For The Initial Principals,** **Witnessed By,**           /S/ Richard B. Klein June 7, 2004 /S/ James Melton June 7, 2004               Richard B. Klein Date James Melton Date               /S/ Jeffrey Selph June 7, 2004 /S/ James Melton June 7, 2004               Jeffrey Selph Date James Melton Date               /S/ James Hriso June 7, 2004 /S/ James Melton June 7, 2004               James Hriso Date James Melton Date    
(*) figures are for reference and will be included in a Mycosol CapitalizationSchedule to be completed within ten (10) business days of the signing of thisAgreement