dummy ex10-7  when you download this file the support files will come

with it, delete this text and copy the text fromthe supp









Exhibit 10.7




 




CONSULTING AGREEMENT




 




THIS CONSULTING AGREEMENT (hereinafter

“AGREEMENT”) is made this 15th day of February, 2001 (EFFECTIVE

DATE) and is entered into by CytoGenix, Inc. with its principal place of

business at 9881 South Wilcrest, Houston, Texas, 77099 (hereinafter “CYGX”), and

Michael D. Skillern whose address is 5868 A-1 Westheimer No. 466, Houston,

Texas  77057 (hereinafter “CONSULTANT”).




 




WHEREAS CYGX is engaged in

the research, development, and commercialization of single-stranded DNA expression

technology, molecular and cellular biology research, and in general business

activities; and




 




WHEREAS CONSULTANT is

engaged in the development and commercialization of proprietary technology and

in general business activities; and




 




WHEREAS CYGX desires to

retain the services of CONSULTANT and CONSULTANT desires to perform certain

services for CYGX along the general terms and conditions herein set forth;




 




NOW, THEREFORE, in

consideration of the mutual covenants and promises contained herein and other

good and valuable considerations, the receipt and sufficiency of which is

hereby acknowledged by the parties hereto, the parties agree as follows:




 




1                                          SERVICES.




 




1.1                                 GENERAL.  The CONSULTANT agrees to perform consulting

and provide related services to and for CYGX as may be reasonably requested

from time to time by CYGX.




 




1.2                                 SCOPE.  Such consulting and related services shall

include, but are not limited to development of single-stranded DNA expression

technology, and/or technological approaches that could complement or compete

with CYGX’s technology.  In addition to

such consulting and related services requested by CYGX, CONSULTANT may develop

of his own volition and independent of any request by CYGX subject matter in

areas including, but not limited to, molecular and cellular biology,

biochemistry, or other areas relevant to the research, development,

commercialization, and related business activities conducted by CYGX.  After disclosure by CONSULTANT to CYGX, CYGX

shall have the first option to negotiate for rights to such subject matter

voluntarily developed by CONSULTANT. Either party may terminate negotiations at

any time and for any reason.




 




 




1





























 




1.3                                 RELATIONSHIP.  For all services rendered by CONSULTANT for

CYGX, CONSULTANT is an independent contractor to perform services as described

in Section 1.2 and is not subject to control by CYGX except as to the results

to be accomplished.  This AGREEMENT is

not a partnership agreement and CONSULTANT is neither an agent nor a

representative of CYGX.  CONSULTANT as

such an independent contractor shall determine his own work hours and work

location, furnish his own tools and materials, control how work results are

achieved, and shall be responsible for all tax liability incurred for services

rendered as an independent contractor.




 




1.4                                 CONFLICT OF

INTEREST.  During the

CONSULTATION PERIOD (as defined in Section 2), the CONSULTANT shall not engage

in any activity that is a conflict of interest with the business of CYGX,

including any competitive employment, business or other activity, and

CONSULTANT shall not assist any other person or organization that he knows

competes or intends to compete with CYGX. This conflict provision SHALL NOT

include and SHALL NOT limit CONSULTANT from consulting, becoming employed, or

engaging in business activities that are related to any subject matter

voluntarily developed by CONSULTANT that has been disclosed to CYGX (as

described in Section 1.2) and for which CYGX has declined negotiation. CYGX

shall notify CONSULTANT IN WRITING of its desire to negotiate for rights to any

such subject matter disclosed by CONSULTANT within 15 days of receipt of

disclosure as described in Section 1.2.




 




2                                          TERM. The term of

this AGREEMENT (CONSULTATION PERIOD) is from the date of execution of this

AGREEMENT (EFFECTIVE DATE) and shall expire on December 31, 2001 unless this

AGREEMENT is later extended by written agreement by both parties.  This AGREEMENT may be terminated sooner in

accordance with the provisions of Section 5.




 




3                                          GRANT OF OPTION.




 




3.1                                 GRANT OF OPTION.  CYGX agrees to grant and does hereby grant

CONSULTANT an option to acquire up to Three Million (3,000,000) shares of CYGX

Common Stock for the price and terms set forth herein below in Section 3.2.

Such option is divisible and transferrable and any such division or transfer

request must be made in writing by CONSULTANT with signature guaranteed by a

financial institution or notary public.




 




 




2





























 




3.2                                 PRICE AND OTHER

TERMS.  The BASE PRICE to be paid by

CONSULTANT if the option is exercised will be $0.001 per each share of CYGX

Common Stock.  Such BASE PRICE shall

include the right to any dividends that have been accrued on such Common

Stock.  Such option comprehends that

each share of CYGX Common Stock shall be restricted pursuant to securities

law.  Upon the request of CONSULTANT,

CYGX will register for resale with all appropriate regulatory authorities up to

One Million (1,000,000) Common Shares owned by CONSULTANT or his assigns. CYGX

shall be prompt in this provision but shall not be responsible for delays in

registration caused by regulatory agencies.




 




3.3                                 METHOD OF

EXERCISE OF OPTION.  CONSULTANT

shall exercise his option by giving CYGX written notice of his election to do

so, and shall pay CYGX if such amounts are due said BASE PRICE as provided in

Section 3.2 within 30 days of said exercise date.




 




4.                                       CONSIDERATION




 




4.1                                 CONSULTING

FEES.  CYGX agrees to pay CONSULTANT

a cash fee of Four Thousand dollars ($4,000) upon execution of this agreement.

CONSULTANT agrees to devote 20 hours per month to CYGX and fulfillment of

CONSULTANT’s obligations as described in this AGREEMENT. Following execution of

this Agreement, CONSULTANT may be paid Four Thousand dollars ($4,000) per month

or the equivalent in CYGX equity, products, services, license rights,

equipment, or any other valuable consideration agreed upon each month between

the parties, tendered at the end of the calendar month for such services.

Balances due CONSULTANT will not accrue. Payment, in whatever form, must be

conveyed in an agreed form each month on the first business day following the 1st

of the month. CYGX reserves the right to convey payment without agreement in

CYGX unregistered common stock. The mean closing price for the preceding month

shall be the basis for payments conveyed in CYGX unregistered common stock.

CONSULTANT shall have the right to forego consideration for any month and

provide consulting services without consideration, by giving written notice

prior to the first of the month.




 




4.2                                 VOLUNTARY

SUBJECT MATTER.  Upon disclosure

by CONSULTANT and election by CYGX to negotiate for rights to such subject

matter, CONSULTANT shall receive payment in the form of cash, equity in CYGX

Common Stock, or interest in such subject matter as determined by mutual

written agreement by and between CONSULTANT and CYGX.




 




 




3





























 




4.3                                 EXPENSES. CYGX shall

reimburse CONSULTANT for all reasonable and necessary expenses paid by

CONSULTANT in connection with or related to the performance of his services

under this AGREEMENT. CONSULTANT shall submit to CYGX itemized statements in

the form satisfactory to CYGX. CYGX agrees to pay each such statement within 30

days of receipt thereof.




 




4.4                                 BENEFITS. CONSULTANT

shall not be entitled to any benefits, coverage, or privileges, including

without limitations, social security, unemployment, medical, or pension

payments as may be available to the employees of the CYGX.




 




5.               TERMINATION. CYGX or

CONSULTANT may terminate this AGREEMENT, effective immediately upon receipt of

written notice.




 




6.               COOPERATION. Consultant

shall use his best efforts in the performance of his obligations under this

AGREEMENT. CYGX shall provide such access to its information and property as

may be reasonably required in order to permit the CONSULTANT to perform his

obligations hereunder. The CONSULTANT shall cooperate with CYGX personnel;

shall not interfere with the conduct of the business of CYGX; and shall observe

all rules, regulations, confidentiality and security provisions of CYGX

concerning the safety, confidentiality and security of persons and property,

real, personal and intellectual.




 




7.               DISCLOSURE AND

ASSIGNMENT OF INTELLECTUAL PROPERTY.  CONSULTANT will disclose promptly to CYGX any new development of

intellectual property arising from CONSULTANT’s obligations to CYGX as

described in Section 1, and provide complete information and disclosure of

voluntarily developed subject matter subject to acceptance by CYGX and mutual

written agreement about consideration to CONSULTANT for said voluntarily

developed subject matter as described in Section 4.2.  Upon the request and at the expense of CYGX, CONSULTANT will

assist CYGX in filing for patents and or copyrights to protect said

intellectual property.  As the inventor

or author of intellectual property developed under this AGREEMENT, the

CONSULTANT agrees to assign, subject to mutual agreement, such intellectual

property to CYGX.




 




8.               CONFIDENTIALITY. Confidential

information is being disclosed by CYGX to CONSULTANT and by CONSULTANT to CYGX

to enable mutually advantageous possible research and business relationships.

CYGX and CONSULTANT wish to preserve and protect the confidential material and

information which may be disclosed between CYGX and CONSULTANT. Therefore, the

parties agree as follows:




 




4





























 




8.1                                 CONFIDENTIAL

INFORMATION. The term “CONFIDENTIAL INFORMATION” means any

secret or proprietary information or material relating to CYGX’s or

CONSULTANT’s research, development or business activities.




 




A.           CYGX

CONFIDENTIAL INFORMATION includes without limitation: business records and

plans, financial statements, customer lists and records, trade secrets,  technical information and reports, products,

inventions, pricing structure, discounts, costs, copyrights, patent

applications and other intellectual property, market or business segment to be

serviced by CYGX, purposes for which CYGX’s service is offered, scientific

data, laboratory or clinical procedures, and other proprietary information

whether or not owned or developed by CYGX, which is not generally known other

than by CYGX, and which CONSULTANT may obtain through any direct or indirect

contact with CYGX and which is not available from any other source than CYGX.




 




B.             As

used herein, CONSULTANT’s CONFIDENTIAL INFORMATION shall mean any and all

information, know-how and data, technical or non-technical, which relates to

the subjects named herein and which is disclosed to CYGX by or on behalf of

CONSULTANT under this AGREEMENT.




 




C.             The party

providing its CONFIDENTIAL INFORMATION is the DISCLOSER.  The party receiving CONFIDENTIAL INFORMATION

is the RECIPIENT.




 




D.            CONFIDENTIAL

INFORMATION does not include:




 




i.                                          CONFIDENTIAL

INFORMATION that was known to the RECIPIENT prior to the disclosure by

DISCLOSER; or




 




ii.                                       CONFIDENTIAL

INFORMATION that is or becomes publicly known through no fault or omission

attributable to the RECIPIENT; or




 




iii.                                    CONFIDENTIAL

INFORMATION that is rightfully given to the RECIPIENT from sources independent

of DISCLOSER.




 




8.2.                              PROTECTION OF

CONFIDENTIAL INFORMATION. CONSULTANT understands and acknowledges

that the CYGX CONFIDENTIAL INFORMATION has been developed or obtained by CYGX

by the investment of significant time, effort and expense, and that the CYGX

CONFIDENTIAL INFORMATION is a valuable, special and unique asset of CYGX which

provides CYGX with a significant competitive advantage. Therefore, CONSULTANT

agrees to hold in confidence and to not disclose the CYGX CONFIDENTIAL

INFORMATION to any person or entity without the prior written consent of CYGX.




 




8.3                                 NO

COPYING.  RECIPIENT will not copy or modify any

CONFIDENTIAL INFORMATION without the prior written consent of DISCLOSER.




 




 




5





























 




Unauthorized Disclosure of

Information.  If it appears that either

party has disclosed (or has threatened to disclose) CONFIDENTIAL INFORMATION in

violation of this AGREEMENT, the party whose information is or has been

disclosed shall be entitled to an injunction to restrain the disclosing party

from disclosing, in whole or in part, the CONFIDENTIAL INFORMATION. The parties

shall be prohibited by this provision from pursuing other remedies, including a

claim for losses and damages.




 




8.4                                 RETURN OF

CONFIDENTIAL INFORMATION. 

Upon the written request of DISCLOSER, RECIPIENT shall return to

DISCLOSER all materials whether written, magnetically stored or reduced to any

other tangible medium containing the CONFIDENTIAL INFORMATION.  At the written request of DISCLOSER,

RECIPIENT shall also deliver to DISCLOSER written statements signed by

RECIPIENT certifying that all materials have been returned within Thirty (30)

days of receipt of the request.




 




9.                                       SEVERABILITY.  Should any part of this AGREEMENT, except

Section 3 and Section 4, 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 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. Should

any provision of this AGREEMENT be  or become void because of being at

variance with a law or decree of any pertinent governmental body, the remainder

of this AGREEMENT shall remain binding on both parties. The  parties will use their best

efforts to agree upon any changes  in this AGREEMENT which may be necessary

in order to adjust its remaining provisions with regard to the omission of any

invalid term in order to make this AGREEMENT workable. If Section 3 or Section

4 are declared invalid or unenforceable, this AGREEMENT shall be considered

terminated in its entirety, effective upon such declaration of invalidity or

unenforceability by either party.




 




10.                                 ASSIGNMENT. This AGREEMENT shall run only

to CYGX and CONSULTANT and/or their successors in interest and only to the

extent to which they have agreed to and been made a part of this agreement. It

shall not be assigned to any third party without prior written consent of CYGX,

CONSULTANT and such third party.




 




 




6





























 




11.                                 NOTICES. Any notices under this

Agreement shall be made as follows:




 




	

  To CYGX:


  	

   


  	

  Jonathan F. Elliston, Ph.D., J.D.


  
	

   


  	

   


  	

  9881 South Wilcrest


  
	

   


  	

   


  	

  Houston, Texas 77099


  
	

   


  	

   


  	

   


  
	

  To CONSULTANT:


  	

   


  	

  Mike Skillern


  
	

   


  	

   


  	

  5868 A-1 Westheimer No. 466


  
	

   


  	

   


  	

  Houston, Texas 77057


  





 




12.           APPLICABLE

LAW; ATTORNEY’S FEES. This AGREEMENT is governed by and construed under the

laws of the State of Texas, and any action brought by either party against the

other party to enforce or interpret this AGREEMENT shall be brought in an

appropriate court of such State. In the event of any such action, the

prevailing Party shall recover all costs and expenses thereof, including

reasonable attorney’s fees from the losing party.




 




 




IN WITNESS WHEREOF, the parties hereto have

executed this agreement as of the EFFECTIVE DATE set forth above.




 




	

  CytoGenix, Inc.


  	

   


  	

   


  	

  CONSULTANT


  
	

   


  	

   


  	

   


  	

   


  
	

  By:


  	

  /s/ Malcolm H. Skolnick


  	

   


  	

  /s/ Michael D. Skillern


  
	

   


  	

  Malcolm H. Skolnick,

  President & CEO


  	

   


  	

  Michael D. Skillern


  
	

   


  	

   


  	

   


  	

   


  
	

  Date:


  	

  16 Feb, 2001


  	

   


  	

   


  
						





 




 




7





























 




Addendum

1 to the CONSULTING AGREEMENT




Between

Michael D. SKILLERN (SKILLERN) and CytoGenix, Inc. (CYGX)




Dated

February 15, 2001




 




 




 




CytoGenix, Inc. hereby amends section 3.1 of the CONSULTING AGREEMENT wherein from

Three Million (3,000,000) CYGX common shares is increased to Three Million

Seven Hundred Thousand (3,700,000) CYGX common shares.




 




CytoGenix, Inc. hereby agrees to pay $3,700

cash to SKILLERN under section 4.1 of this CONSULTING AGREEMENT for the month

of June, 2001.  SKILLERN agrees to waive

$300 of the consideration due under the same section for the same period.  SKILLERN understands that an "IRS form

1099" from CytoGenix to SKILLERN for $3,700 is a consequence of this

provision.




 




SKILLERN hereby requests that CytoGenix, Inc.

pay the aforementioned funds toward option exercise of section 3.2 of the

CONSULTING AGREEMENT.  SKILLERN has not

yet requested that any portion of the shares conveyed herein to be registered

for resale as required in section 3.2 of the CONSULTING AGREEMENT.




 




 




	

  AGREED AND ACCEPTED:


  	

   


  	

  AGREED AND ACCEPTED:


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  Michael Skillern


  	

  (date)


  	

   


  	

  Malcolm Skolnick, CEO


  	

  (date)


  
	

   


  	

   


  	

   


  	

  CytoGenix, Inc.


  	

   


  
	

   


  	

   


  	

   


  	

  Signed with board consent


  	

   


  





 




8





























 




In the event CYGX's president is removed from

office without his consent and agreement or if CytoGenix, Inc. defaults on any

agreement which holds the assets of CytoGenix, Inc. as collateral then for good and valuable consideration SKILLERN

is hereby granted a worldwide, non-exclusive royalty-free

License to use any technology owned by,

assigned or licensed to CytoGenix, Inc. 

SKILLERN's license granted herewith shall be effective as to the date of

this CONSULTING AGREEMENT, shall continue

in perpetuity, and shall bear no license fee or other charges.




 




 




9





























 




SKILLERN hereby requests that CytoGenix, Inc.

herewith issue said Three Million Seven Hundred Thousand (3,700,000) to the

persons and in the amounts described as follows:




 




	

  Alejandro Bernal


  	

   


  	

  1,000,000


  	

   


  
	

  Allan Richardson


  	

   


  	

  600,000


  	

   


  
	

  Mike Skillern


  	

   


  	

  1,000,000


  	

   


  
	

  Quantum Bit Induction Technology, Inc.


  	

   


  	

  500,000


  	

   


  
	

  Chabal of Sarasota


  	

   


  	

  200,000


  	

   


  
	

  Donna Skillern


  	

   


  	

  200,000


  	

   


  
	

  Linda Taylor


  	

   


  	

  200,000


  	

   


  
	

  Total


  	

   


  	

  3,700,000


  	

   


  





 




10