ex10-9 add data from support files to this document









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 finder

services, through its partners, subsidiaries or affiliates located at 6371

Richmond 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 consulting

services and finder services, as described herein below, for and in

consideration of the compensation described.




 




WHEREAS, CYGX intends

to undertake the process of raising capital and/or offering securities pursuant

to Rule 506 of Regulation D promulgated under the United States Securities Act

of 1933, as amended (the “Act”), and desires to retain Eurotrade to perform

certain consulting services and finder services as described herein and Eurotrade

is willing to render and provide such service to the Company.




 




THEREFORE, in

consideration of the mutual agreements and covenants set forth in this

Agreement, and intending to be legally bound hereby, the parties agree as

follows:




 




1.

Engagement of Consultant. The Company hereby engages

and retains Consultant to render to the Company the consulting services (the

“Consulting Services”) described in paragraph 2 hereof and the finder’s

services described in paragraph 7 hereof (the “Finder’s Services”) for the

period commencing on the date this Agreement is executed by both parties and

ending one (1) year thereafter (the “Consulting Period”).  The Consulting Services and the Finder’s

Services to be performed by Consultant are not mutually dependent; i.e., if

Consultant performs the Consulting Services, as described in paragraph 2 below,

Consultant shall be paid by the Company as described in paragraph 3 below, even

if the Company is unable to consummate an Acquisition or Collaboration as

defined in paragraph 7 below.




 




2.

Description of Consulting Services. The Consulting Services

rendered by Consultant hereunder shall consist of consultations with management

of the Company as such management may from time to time require during the

consulting period. Such consultation with management shall be with respect to

financial public relations (“Financial Public Relations”), business promotion,

business growth and development, including merger and acquisitions, and general

business consultation.  Financial Public

Relations may include the Company’s relationship with the financial community

and its securities holders, the preparation and distribution of periodic

reports and news releases to keep existing shareholders informed about the

Company’s activities, maintaining regular communications with stockholders and

brokers, and such other matters as may be agreed upon between the Company and

Consultant.




 




3. Extent

of Consulting Services. Consultant shall provide the Consulting

Services, for not less than four person/days per month during the term of this

Agreement (the “Minimum Consulting Services”). A “person/day” shall mean eight

person/hours of one or more employees of Consultant and shall include domestic

travel time for travel outside 150 mile radius of Consultant’s business

address. In additional, Consultant shall be available, during the term of this

Agreement for an additional one person/day per month at the request of the

Company for the purpose of providing additional Consulting Services

(“Additional Consulting Services”). Consultant may, but shall not be required

to devote such additional time to the Company as may be requested by the

Company.  Client agrees that, during

reasonable periods of time prior to and during which Client is deemed to be in

the process of raising capital and/or offering securities, as defined under the

Act, Eurotrade will suspend its consulting services to the extent such

consulting services may have an affect on the market price of Client’s

securities.




 




1





























 




4.

Compensation For Consulting Services. The Company shall pay to

Consultant and/or assigns as instructed by Consultant for the Minimum

Consulting Services and the Financial Public Relations portion of the

Consulting Services rendered hereunder, the sum of two-million-two-hundred

thousand (2,200,000) shares of restricted common stock of the Company which

shall be payable in the follow manner: One-million (1,000,000) shares will be

due and payable to Consultant and/or assigns immediately upon signing of this

Agreement, two-hundred thousand (200,000) shares will be due and payable to

Consultant 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 in

equal installments of one-hundred thousand (100,000) shares beginning on April

30, 2002 and ending on January 31, 2003. 

Said two-million two-hundred thousand (2,200,000) shares of restricted

common stock of the Company shall be immediately delivered to and will be held

in escrow by the Honorable Ron Wilson, Attorney at Law, 6371 Richmond, Suite

210, Houston, TX 77057 (“Escrow Agent”). 

Said amounts of common shares will be tendered to Ron Wilson in separate

certificates as instructed in Exhibit “A”, attached hereto, in the amounts and

in the name(s) as described in Exhibit “A”, all of which will be dated as of

the date of this Agreement.  An

Investment letter(s), attached hereto as Exhibit B, prepared by the Company and

duly executed by an authorized representative will be attached to each

certificate delivered to the Escrow Agent. 

Mr. Wilson shall deliver each certificate to Consultant on the dates and

in the amounts stated in Exhibit “A”. The shares will be earned when delivered

by Escrow Agent to Consultant and/or assigns. 

In addition, subject to paragraph 5 herein below, if Consultant provides

Additional Consulting Services to the Company, it shall be compensated for such

Additional Consulting Services at the rate of $1,200 for each such additional

person/day.




 




Consultant shall be required to keep records indicating service

performed under Paragraph 2 and 3 hereinabove. 

Consultant shall submit monthly invoices to Company indicating nature

and extent of said consulting services provided.




 




5.  Accumulation

of Minimum Consulting Services. The payment of Minimum Financial

Consulting Services described in the preceding paragraph shall be retained by

Consultant whether or not the Company has requested that Consultant provide

services for at least four person/days per month during the term of this

Agreement. Any person/day of Minimum Financial Consulting Services not

requested in the first month in which the Company is entitled thereto may be

requested in any later month during the term of this Agreement and will not be

considered Additional Consulting Services, provided; however, that Consultant

shall not be required to provided more than six person/days of Financial

Consulting Services in any month.




 




6. Finder

Services. Consultant, through its partners shall provide the

Company with finder services (“Finder Services”) which would include the

location and introduction to the Company of parties that:




 




A. Provide

financing to CYGX or any of its subsidiaries or affiliates or who are provided

financing by Consultant or any of its subsidiaries, affiliates, or contacts

(“Financing Finder Services”);




 




B. Acquire the

securities or substantially all of the assets of CYGX or any of its

subsidiaries or affiliates or whose securities or substantially all of its

assets are acquired by Consultant or any of its subsidiaries, affiliates, or

contacts (“Acquisition Finder Services”); or




 




C. Enter into any

agreement with Consultant or any of its subsidiaries or affiliates, respecting

the licensing, joint venturing or other mutual exploitation of any asset of

CYGX or such party (“Collaboration Finder Services”).




 




 




2





























 




7.

Compensation for Finder Services. Finder’s fees payable under

this Agreement shall be payable by CYGX to Consultant with respect to or in

connection with each and every transaction undertaken by Consultant as provided

herein, and shall be payable as follows:




 




A.  Financing Finder Services. Except with

respect to any financing provided to CYGX by entities participating in the

private placement described in Exhibit C to this Agreement, which will be

current sources of financing identified by CYGX, if any financing is provided

to CYGX, during the of term of this Agreement, or for a period of one (1) year

after termination of this Agreement, provided such source of financing results

from parties identified in writing by Consultant during the term of this

Agreement, CYGX will pay to Consultant a Finder’s Fee equal to 2.0% of the

total amount of the financing (gross proceeds, without offset for costs or

fees).




 




B.

Acquisition or Collaboration Finder Services.  Except with respect to parties specified in Exhibit C attached to

this Agreement, if an Acquisition or Collaboration is consummated by CYGX

during the term of this Agreement or for a period of three year thereafter,

provided such Acquisition or Collaboration involves a party identified in

writing by Consultant during the term of this Agreement, CYGX will pay to

Consultant 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 the

parties to the transaction and will include any combination of equity

securities, net assets, goodwill, consulting fees, noncompetitive agreements,

equity or debt investments, royalties or any other form of payment, whether

contingent or firm.  Any issuance of

registered securities, in connection with the transaction, would be valued at

the closing public bid price of such securities on the date of the closing the

transaction.  Any unregistered

securities that were issued with restrictive legends would be valued at fifty

percent (50%) of the closing public asked price of such class of securities on

the date of closing the transactions, or at such greater value as may be

recorded for accounting purposes in accordance with generally accepted

accounting principles.  If Consultant

and the Company disagree as to the Transaction Value of any transaction, a

Transaction Value shall be determined by an independent appraisal performed at

the expense of CYGX by an independent appraiser selected by Consultant and

approved by the Company.  If the

Finder’s Fee includes Transaction Value amounts which are contingent upon

future event(s), such Finder’s Fee will be paid either on the date such

contingent amounts are paid or on such earlier date that the contingent amounts

become fixed in value.  If, however, the

Transaction Value amount shall not be contingent upon future events, but the

consideration tendered in such transaction shall not be paid in full at the

consummation of such transaction, Consultant shall receive payment within ten

days after each date on which any part of such consideration is paid or

received by CYGX or any of it subsidiaries or affiliates in amounts equal in

each case to the Finder’s Fee multiplied by the fraction the numerator of which

is the amount of the consideration received or paid by or to CYGX or any of its

subsidiaries or affiliates on such date and the denominator of which is the

total Transaction Value.




 




8.

Compensation of Out-of-Pocket Expenses. The Company shall be

responsible for reimbursing Consultant for reasonable, accountable,

out-of-pocket expenses incurred in performing the services provided in this

Agreement.  Such reimbursement would be

in addition to any compensation for services as provided herein above and would

be payable in cash, unless otherwise agreed among the parties, within 60 days

after 




 




3





























 




receipt of an invoice from Consultant. 

Any expenses in excess of $500.00 in any calendar month for which

Consultant would be entitled to receive reimbursement would require advance

written approval by the Company.  The

cost of all travel including airline ticketing, hotel accommodations and other

related travel costs shall, at the election of Consultant, be prepaid by the

Company.  The Company shall be

responsible for the fees of accountants, outside legal counsel, other advisors

and other services requested by the Company when pursuing a transaction.




 




9.

Nonexclusivity of Consultants Undertakings.  The Company expressly understands and agrees that Consultant shall

not be prevented or barred form rendering services of the same nature as or a

similar nature to those described in this Agreement, or of any nature

whatsoever, for or on behalf of any person, firm, corporation, or entity other

than the Company.  Company understands

and accepts that Consultant is currently providing consulting services to other

private and public companies and will continue to do so during the term of this

Agreement.  Company also understands and

accepts that Consultant will seek new clients to provide its consulting

services to during the term of this Agreement.




 




10. Disclaimer

of Responsibility for Acts of the Company. The obligations of the

Consultant described in this Agreement consists solely of the furnishing of

information and advice to the Company. In no event shall Consultant be required

by this Agreement to act as the agent of the Company or otherwise to represent

or make decisions for the Company. All final decisions with respect to acts of

the Company or its subsidiaries or affiliates, whether or not made pursuant to

or in reliance on information or advice furnished by Consultant hereunder,

shall be those of the Company or such subsidiary or affiliates, and the

Consultant shall under no circumstances be liable for any expense incurred or

loss suffered by the Company as a consequence of such decision.




 




                11. Limitation of Services. It is

understood between the parties that neither the Consultant nor any of its

partners 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 in

performing the services contemplated hereby but no representations are made as

to the ultimate success of any transaction or other action undertaken by the

Company.




 




                12. Termination of Relationship.

This Agreement shall, unless sooner terminated as provided herein

below, continue until for the duration of the Consulting Period as defined in

paragraph 1 herein above. Such term shall be renewed upon mutual agreement of

the parties. This Agreement shall terminate upon the happening of any one of

the following events:




 




A. Either

Consultant or the Company may terminate this Agreement upon thirty (30) days

written notice to the other that a material breach by the other of the terms or

covenants of this Agreement shall have occurred and such breach shall not have

been cured with in ten days after such notice.




 




B. Consultant

shall have the right (but not the obligation) to terminate this Agreement upon

written notice to the Company if it reasonably determines that the Company or

any of its directors, officers or controlling shareholders has engaged in any

unlawful, wrongful or fraudulent act.




 




C. Company shall

have the right (but not the obligation) to terminate this Agreement upon

written notice to the Consultant if it reasonably determines that the

Consultant or any of its directors, officers, assignees, controlling

shareholders or affiliates has engaged in any unlawful, wrongful or fraudulent

act.




 




D. Consultant

shall have the right (but not the obligation) to terminate this Agreement upon 




 




4





























 




written notice to the Company if its shall determine that any material

facts concerning the Company represented to it during the course of performing

its services are misstated or untrue or that the Company has intentionally

failed to provide Consultant with material facts concerning the Company.




 




                In the event of

Termination, Consultant shall be entitled to accrued fees and expense

reimbursements and shares earned prior to the termination of this

Agreement.  The shares of the Company

that have been delivered to Consultant and/or assigns by escrow Agent prior to

notice of Termination are earned by Consultant.  In the event of Termination, the Escrow Agent shall return any

shares that are held in escrow by Escrow Agent, pursuant to this Agreement, to

the current members of the Board of Directors of the Company, which in turn

shall effect the return of said shares to treasury or caused the cancellation

of said shares.




 




                13.

Miscellaneous.




 




A. Notices. Any notice or

other communication required or permitted by any provision of this Agreement

shall be in writing and shall be deemed to have been given or served for all

purposes 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. Entire

Agreement. This Agreement constitutes the entire agreement

between the parties relating to the subject matter of this Agreement and

supersedes all prior discussions between the parties.  There are no terms, obligations, covenants, express or implied

warranties, representations, statements or conditions other than those set

forth in this Agreement.  No variations

or modification of this Agreement or waiver of any of its terms or provisions

shall be valid unless in writing and signed by both parties.




 




C.

Amendment. This Agreement shall not be modified or amended

except by written agreement of the parties hereto.




 




D.

Governing Law. Each of the provisions of this Agreement shall be

governed by and construed and enforced in accordance with the laws of the State

of Texas, excluding its laws relating to conflict of laws.




 




E.

Counterpart. This Agreement may be executed in any number of

counterparts, all of which shall be considered one and the same agreement.




 




F. Delay;

Partial Exercise. No failure or delay by any party in exercising any

right, power or privilege under this Agreement shall operate as a waiver

thereof; nor shall any single or partial exercise of any right, power or

privilege hereunder preclude any other or further exercise thereof or the

exercise of any other right, power or privilege.




 




G.  Severability.

Should any part of the Agreement for any reason be declared invalid or

unenforceable, such decision shall not affect the validity or enforceability of

any remaining portion, which remaining portion shall remain in force and effect

as if this Agreement had been executed with the invalid or unenforceable

portion thereof eliminated and it is 




 




5





























 




hereby declared the intention of the parties hereto that they would

have executed the remaining portion of this Agreement without including therein

any such part, parts or portion which may, for any reason, be hereafter

declared invalid or unenforceable. 

Should any material term of this Agreement be in conflict any laws or

regulations, the parties shall in good faith attempt to negotiate a lawful

modification of this Agreement which will preserve, to the greatest extent

possible, the original expectation of the parties.




 




H.  Arbitration. Any controversy or claim

arising out of or relating to this Agreement, or the breach thereof, shall be

settled by arbitration in Houston, Texas in accordance with the rules of the

American Arbitration Association, and the judgment upon the award rendered may

be entered in any court having jurisdiction thereon.




 




                14. Indemnification and Hold

Harmless. In connection with Consultant’s performing the

services enumerated herein above, Consultant and its partners and principals

will to a great extent be relying on information provided the Company and its

officers and directors. Although Consultant will be reviewing all materials

provided to it in connection with performing its duties, Consultant will not be

conducting an independent “due diligence review”. Consequently, as a condition

to Consultant’s performing the task enumerated herein, the Company hereby

agrees to indemnify and hold Consultant and its officers directors, partners

and principals harmless against any losses, claims, damages, liabilities and

expenses, whether joint or several and to defend them against any and all

actions or causes of actions or threats of actions to which they may become

subject and will reimburse them for any legal or other expenses including

attorney’s fees and disbursements reasonably incurred by them in connection

with investigation, preparing or defending any actions commenced or threatened

or claim whatsoever whether or not resulting in any liability insofar as such

are based upon (a) any untrue statement or alleged untrue statement of a

material fact contained in any information provided to Consultant or (b) any

omission or alleged omission of a material fact necessary to make any

information provided to us not misleading.




 




                In witness whereof, the

undersigned parties hereto have executed this Agreement on the dates set forth

opposite 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 be

delivered 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.  On

March 31, 2002, Two Hundred Thousand (200,000) total shares shall be delivered

by 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.  On

April 30, 2002, One Hundred Thousand (100,000) total shares shall be 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


  





 




4.  On

May 31, 2002, One Hundred Thousand (100,000) total shares shall be 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


  





 




5.  On

June 28, 2002, One Hundred Thousand (100,000) total shares shall be 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


  





 




6.  On

July 31, 2002, One Hundred Thousand (100,000) total shares shall be 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


  





 




 




7





























 




7.  On

August 30, 2002, One Hundred Thousand (100,000) total shares shall be 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


  





 




8.  On

September 30, 2002, One Hundred Thousand (100,000) total shares shall be

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


  





 




9.  On

October 31, 2002, One Hundred Thousand (100,000) total shares shall be

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


  





 




10. 

On November 29, 2002, One Hundred Thousand (100,000) total shares shall

be 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 shall

be 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


  





 




12.  On January 31, 2003, One Hundred Thousand

(100,000) total shares shall be 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


  





 




 




8





























 




Exhibit “B”




 




Investment Letter For

Restricted Securities




 




CytoGenix,

Inc., 9881 S. Wilcrest, Houston, TX 77099 (the “Company”) hereby acknowledges

that it will is take any and all action

necessary 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 whatever

action is necessary to meet all the requirements to maintain eligibility for

its securities to be sold under Rule 144.




 




The Company hereby

acknowledges that the entity/person (“Owner”) listed as owner of certificate

number _______ was acquired for services rendered.




 




Owner’s rights to sell or

otherwise transfer these Securities are restricted by the securities laws of

the United States.  Owner has received

the Securities for his /its own account, with the intention of holding them for

investment purposes with no present intention of dividing or allowing others to

participate in this security or reselling or otherwise participating directly

or indirectly in a distribution of the Securities.




 




 




 




 




CytoGenix, Inc.




 




 




Malcolm Skolnick




President/CEO




 




9





























 




Exhibit “C”




 




 




As of December 7, 2001 to the Company has

authorized 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 Placement

Offering to increase the authorized issuance of common stock up to $810,000.00

at a per share price of $0.12 for a total of 6,750,000 shares of Rule 144

common stock.




 




As of March 8, 2002 the total amount of

shares issued from the current Private Placement is 3,319,521.




 




 




10