Exhibit
10.2

CONSULTING
AGREEMENT







THIS
CONSULTING AGREEMENT (this “Agreement”), made, entered into, and effective this
7th day of
March, 2005 (the “Effective Date”), by and between RAVI POTTAHIL, Ph.D. and
INDIRA POTTAHIL, Ph.D., each, an individual having an address at 8806 Cliffridge
Avenue, La Jolla, California 92307 (each, a “Consultant” and together, the
“Consultants”), and GRANT LIFE SCIENCES, INC., a Nevada corporation with its
principal place of business in Murray, Utah (hereinafter referred to as the
“Corporation”).




W
I T N E S S E T H:




WHEREAS, the
Corporation desires to retain Consultants’ services under a consulting
agreement; and




WHEREAS, each
Consultant desires to provide such consulting services for the Corporation as an
independent contractor, with the understanding that each shall not be required
to devote each of their full time to the business of the Corporation and shall
be free to pursue other personal and business interests.




NOW,
THEREFORE, in
consideration of the premises, the mutual covenants of the parties herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by each of the parties hereto, it is agreed as
follows:




1. CONSULTING
ARRANGEMENT. The
Corporation hereby contracts for the services of Consultants and Consultants
agree to perform such duties and responsibilities and to render advice and
consulting as may be requested by the Corporation from time to time during the
term of this consulting arrangement in connection with the Corporation’s
business (“Consulting Arrangement”). Said consulting services shall include, but
not be limited to, 





	
      
	
      
	
      1.
	
      Technology
      Transfer of manufacturing process and know how for manufacturing of Rapid
      Test Strips.





	
      
	
      
	
      2.
	
      Technology
      Transfer of manufacturing process and know how for manufacturing of
      Colloidal Gold Suspensions





	
      
	
      
	
      3.
	
      Support
      in Development, Validation, Safety, Manufacturing, Quality Control,
      Dispensing, Kitting and Packing, of products licensed. (specifically as
      outlined in the AccuDx “Development and Manufacturing
      Overview”)





	
      
	
      
	
      4.
	
      Maintenance
      of the relationship with AccuDx, Inc. (“AccuDx”) to support the
      aforementioned activities.







Consultants
shall use their best efforts to keep the Corporation informed of all corporate
business opportunities which shall come to each of their attention and appear
beneficial to the Corporation’s business so that the Corporation can obtain the
maximum benefits from Consultants’ knowledge, experience, and personal
contacts.

 

2. RELATIONSHIP
BETWEEN PARTIES. During
the term of the Consulting Arrangement, each of the Consultants shall be
employed by AccuDx, Inc. and shall be deemed to be independent contractors of
the Corporation. Each Consultant shall be free to devote each of their time,
energy and skill to any such person, firm or company as each deems advisable
except to the extent each is obligated to devote each of their time, energy and
skill to the Corporation pursuant to the terms of this Agreement. Consultants
shall not be considered as 

 




















having an
employee status vis-à-vis the Corporation, or by virtue of the Consulting
Arrangement being entitled to participate in any plans, arrangements or
distributions by the Corporation pertaining to or in connection with any
pension, stock, bonus, profit sharing, welfare benefits, or similar benefits for
the regular employees of the Corporation. The Corporation shall not withhold any
taxes in connection with the compensation due Consultants hereunder, and
Consultants will be responsible for the payment of any such taxes and hereby
agrees to indemnify the Corporation against nonpayment thereof.




3. TERM
OF CONSULTING ARRANGEMENT. The
Consulting Arrangement shall begin effective as of the Effective Date of this
Agreement and shall continue for a period of twenty-seven (27) months, until
April 5, 2008 (the “Consulting Period”); provided, however, that if and to the
extent either of the Consultants does not remain an employee of AccuDx, the
Corporation may terminate the Agreement.

 

4. COMPENSATION
FOR THE CONSULTING ARRANGEMENT. Consultants
shall be entitled to receive $150,000 worth of common stock of the Corporation
(the “Share Value”), par value $.001 per share which is to be registered on Form
S-8 in the name of Ravi Pottahil, of which one-third shall be issued six months
from the date hereof, one-third shall be issued 12 months from the date hereof
and one-third shall be issued 18 months from the date hereof. The number of
shares received shall equal the Share Value divided by the average price of the
common stock during the fifteen (15) trading days prior to the date hereof;
provided, however, that the Consultants shall not receive more than 310,000
shares of the common stock of the Corporation.

 

Pursuant
to Article 3, if either of the Consultants shall leave AccuDx prior to the end
of Consulting Period, Ravi Pottahil shall return to the Corporation a pro rata
portion of the Shares equal to the balance of the Consulting Period.





5. CONFIDENTIALITY
COVENANTS. 




5.1 Acknowledgments
by the Consultants. Each of
the Consultants acknowledges that (a) during the Consulting Period and as a part
of the Consulting Arrangement, each Consultant will be afforded access to
Confidential Information (as defined below); (b) public disclosure of such
Confidential Information could have an adverse effect on the Corporation and its
business; (c) because the Consultants possess substantial technical expertise
and skill with respect to the Corporation’s business, the Corporation desires to
obtain exclusive ownership of each Consultant Invention (as defined below), and
the Corporation will be at a substantial competitive disadvantage if it fails to
acquire exclusive ownership of each Consultant Invention; (d) the provisions of
this Section 5 are reasonable and necessary to prevent the improper use or
disclosure of Confidential Information and to provide the Corporation with
exclusive ownership of all Consultant Inventions.










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5.2 Agreements
of the Consultant. In
consideration of the compensation and benefits to be paid or provided to the
Consultants by the Corporation under this Agreement, each of the Consultants
covenants as follows:




(a) Confidentiality.




(i) During
and following the Consulting Period, the Consultant will hold in confidence the
Confidential Information and will not disclose it to any person except with the
specific prior written consent of the Corporation or except as otherwise
expressly permitted by the terms of this Agreement.




(ii) Any trade
secrets of the Corporation will be entitled to all of the protections and
benefits under any applicable law. If any information that the Corporation deems
to be a trade secret is found by a court of competent jurisdiction not to be a
trade secret for purposes of this Agreement, such information will,
nevertheless, be considered Confidential Information for purposes of this
Agreement. The Consultant hereby waives any requirement that the Corporation
submit proof of the economic value of any trade secret or post a bond or other
security.



(iii) None of
the foregoing obligations and restrictions applies to any part of the
Confidential Information that the Consultant demonstrates was or became
generally available to the public other than as a result of a disclosure by the
Consultant.




(iv) The
Consultant will not remove from the Corporation’s premises (except to the extent
such removal is for purposes of the performance of the Consultant’s duties at
home or while traveling, or except as otherwise specifically authorized by the
Corporation) any document, record, notebook, plan, model, component, device, or
computer software or code, whether embodied in a disk or in any other form
(collectively, the “Proprietary Items”). The Consultant recognizes that, as
between the Corporation and the Consultant, all of the Proprietary Items,
whether or not developed by the Consultant, are the exclusive property of the
Corporation. Upon termination of this Agreement by either party, or upon the
request of the Corporation during the Consulting Period, the Consultant will
return to the Corporation all of the Proprietary Items in the Consultant’s
possession or subject to the Consultant’s control, and the Consultant shall not
retain any copies, abstracts, sketches, or other physical embodiment of any of
the Proprietary Items.




(b) Consultant
Inventions. Each
Consultant Invention will belong exclusively to the Corporation. The Consultant
acknowledges that all of the Consultant’s writing, works of authorship, and
other Consultant Inventions are works made for hire and the property of the
Corporation, including any copyrights, patents, or other intellectual property
rights pertaining thereto. If it is determined that any such works are not works
made for hire, the Consultant hereby assigns to the Corporation all of the
Consultant’s right, title, and interest, including all rights of copyright,
patent, and other intellectual property rights, to or in such Consultant
Inventions. Each Consultant covenants that each will promptly:




(i) disclose
to the Corporation in writing any Consultant Invention;










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(ii) assign to
the Corporation or to a party designated by the Corporation, at the
Corporation’s request and without additional compensation, all of the
Consultant’s right to the Consultant Invention for the United States and all
foreign jurisdictions;




(iii) execute
and deliver to the Corporation such applications, assignments, and other
documents as the Corporation may request in order to apply for and obtain
patents or other registrations with respect to any Consultant Invention in the
United States and any foreign jurisdictions;




(iv) sign all
other papers necessary to carry out the above obligations; and




(v) give
testimony and render any other assistance in support of the Corporation’s rights
to any Consultant Invention.





 


5.3 Disputes
or Controversies. Each of
the Consultants recognizes that should a dispute or controversy arising from or
relating to this Agreement be submitted for adjudication to any court,
arbitration panel, or other third party, the preservation of the secrecy of
Confidential Information may be jeopardized. All pleadings, documents,
testimony, and records relating to any such adjudication will be maintained in
secrecy and will be available for inspection by the Corporation, the
Consultants, and their respective attorneys and experts, who will agree, in
advance and in writing, to receive and maintain all such information in secrecy,
except as may be limited by them in writing.




5.4 Definitions. 




(a) For the
purposes of this Section 5, “Confidential Information” shall mean any and
all:




(i) trade
secrets concerning the business and affairs of the Corporation, product
specifications, data, know-how, formulae, compositions, processes, designs,
sketches, photographs, graphs, drawings, samples, inventions and ideas, past,
current, and planned research and development, current and planned manufacturing
or distribution methods and processes, customer lists, current and anticipated
customer requirements, price lists, market studies, business plans, computer
software and programs (including object code and source code), computer software
and database technologies, systems, structures, and architectures (and related
formulae, compositions, processes, improvements, devices, know-how, inventions,
discoveries, concepts, ideas, designs, methods and information.




(ii) information
concerning the business and affairs of the Corporation (which includes
historical financial statements, financial projections and budgets, historical
and projected sales, capital spending budgets and plans, the names and
backgrounds of key personnel, personnel training and techniques and materials,
however documented); and




(iii) notes,
analyses, compilations, studies, summaries, and other material prepared by or
for the Corporation containing or based, in whole or in part, on any information
included in the foregoing.

 







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(b) For the
purposes of this Section 5, “Consultant Invention” shall mean any idea,
invention, technique, modification, process, or improvement (whether patentable
or not), any industrial design (whether registerable or not), any mask work,
however fixed or encoded, that is suitable to be fixed, embedded or programmed
in a semiconductor product (whether recordable or not), and any work of
authorship (whether or not copyright protection may be obtained for it) created,
conceived, or developed by either of the Consultants, either solely or in
conjunction with each other or others, during the Consulting Period, or a period
that includes a portion of the Consulting Period, that relates in any way to, or
is useful in any manner in, the business then being conducted or proposed to be
conducted by the Corporation, and any such item created by either of the
Consultants, either solely or in conjunction with each other or others,
following termination of the Consultant’s Consulting Arrangement with the
Corporation, that is based upon or uses Confidential Information.




6. NON-COMPETITION
AND NON-INTERFERENCE


 

6.1 Acknowledgments
by the Consultant. Each of
the Consultants acknowledges that: (a) the services to be performed by each
of them under this Agreement are of a special, unique, unusual, extraordinary,
and intellectual character; (b) the Corporation competes with other
businesses that are or could be located in any part of the United States and
worldwide; (d) the provisions of this Section 6 are reasonable and
necessary to protect the Corporation’s business.




6.2 Covenants
of the Consultant. In
consideration of the acknowledgments by the Consultants, and in consideration of
the compensation and benefits to be paid or provided to each Consultant by the
Corporation, each Consultant covenants that each may,
directly or indirectly:




(a) during
the Consulting Period, except in the course of the Consulting Arrangement
hereunder, and during the Post-Consulting Period (as defined below), engage or
invest in, own, manage, operate, finance, control, or participate in the
ownership, management, operation, financing, or control of, be employed by,
associated with, or in any manner connected with, lend the Consultant’s name or
any similar name to, lend Consultant’s credit to or render services or advice
to, any business whose products or activities compete in whole or in part with
the products or activities of the Corporation anywhere within the United States;
provided, however, that the Consultant may purchase or otherwise acquire up to
(but not more than) one percent of any class of securities of any enterprise
(but without otherwise participating in the activities of such enterprise) if
such securities are listed on any national or regional securities exchange or
have been registered under Section 12(g) of the Securities Exchange Act of 1934;





(b) whether
for the Consultant’s own account or for the account of any other person, at any
time during the Consulting Period and the Post-Consulting Period, solicit
business of the same or similar type being carried on by the Corporation, from
any person known by the Consultant to be a customer of the Corporation, whether
or not the Consultant had personal contact with such person during and by reason
of the Consultant’s Consulting Arrangement with the Corporation;




(c) whether
for the Consultant’s own account or the account of any other person (i) at
any time during the Consulting Period and the Post-Consulting Period, solicit,
employ, or otherwise engage as an employee, independent contractor, or
otherwise, any person who is or was an employee of the Corporation at any time
during the Consulting Period or in any manner induce or attempt to induce any
employee of the Corporation to terminate the Consulting Arrangement with the
Corporation; or (ii) at any time during the Consulting Period and for three
years thereafter, interfere with the Corporation’s relationship with any person,
including any person who at any time during the Consulting Period was an
employee, contractor, supplier, or customer of the Corporation; or










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(d) at any
time during or after the Consulting Period, disparage the Corporation or any of
its shareholders, directors, officers, employees, or agents.




For
purposes of this Section 6.2, the term “Post-Consulting Period” means the
three-year period beginning on the date of termination of the Consultants’
Consulting Arrangement with the Corporation.




If any
covenant in this Section 6.2 is held to be unreasonable, arbitrary, or against
public policy, such covenant will be considered to be divisible with respect to
scope, time, and geographic area, and such lesser scope, time, or geographic
area, or all of them, as a court of competent jurisdiction may determine to be
reasonable, not arbitrary, and not against public policy, will be effective,
binding, and enforceable against the Consultants.



The
period of time applicable to any covenant in this Section 6.2 will be extended
by the duration of any violation by each Consultant of such
covenant.





	7.  	
      NOTICES.
      All notices, consents, waivers, and other communications under this
      Agreement must be in writing and will be deemed to have been duly given
      when (a) delivered by hand (with written confirmation of receipt),
      (b) sent by facsimile (with written confirmation of receipt),
      provided that a copy is mailed by registered mail, return receipt
      requested, or (c) when received by the addressee, if sent by a
      nationally recognized overnight delivery service (receipt requested), in
      each case to the appropriate addresses and facsimile numbers set forth
      below (or to such other addresses and facsimile numbers as a party may
      designate by notice to the other parties). 




 


 


	If to the Corporation: 	Stan Yakatan 
	 	Chief Executive Officer
	 	Grant Life Sciences, Inc.
	 	64 East Winchester
	 	Suite 205
	 	Murray, UT 84107  
	 	 
	With a copy to:	Gregory Sichenzia, Esq.
	 	Sichenzia Ross Friedman Ference
  LLP
	 	1065 Avenue of the Americas, 21st
      Floor
	 	New York, NY 10018 
	 	 
	If to the Consultants:	Ravi Pottahil 
	 	8806 Cliffridge Avenue
	 	La Jolla, CA 92307
	 	Facsimile: (858)
777-3600



 









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10. BINDING
EFFECT. This
Agreement shall extend to, shall inure to the benefit of and shall be binding
upon all the parties hereto and upon all of their respective heirs, successors
and representatives.




11. ENTIRE
AGREEMENT. This
Agreement, including the agreements incorporated by reference, contains the
entire Agreement among the parties hereto with respect to the matters
contemplated hereby and supersedes all prior agreements and undertakings between
the parties with respect to such matters. This Agreement may not be amended,
modified or terminated in whole or in part, except in writing, executed by each
of the parties hereto.




12. INDEMNIFICATION.
Each of
the Consultants hereby agrees to hold harmless and indemnify Corporation from
and against any and all loss, damage, expense, and cost (including reasonable
attorneys’ fees incurred in connection with the same) incurred by Corporation as
a result of either Consultant’s breach of any covenant or agreement made
herein.

 

13. SPECIFIC
PERFORMANCE. Each of the Consultants acknowledges that each of them
obligations hereunder are unique, and that it would be extremely impracticable
to measure the resulting damages if either of the Consultants should default in
either of their obligations under this Agreement. Accordingly, in the event of
the failure by either of the Consultants to perform each of
them obligations hereunder, which failure constitutes a breach hereof by
him/her, the Corporation may, in addition to any other available rights or
remedies, sue in equity for specific performance and, in connection with any
such suit, the Consultants expressly waive the defense therein that the
Corporation has an adequate remedy at law.




14. SEVERABILITY.
Should
any part of any provision of this Agreement be declared invalid by a court of
competent jurisdiction, such decision or determination shall not affect the
validity of any remaining portion of such provision or any other provision and
the remainder of the Agreement shall remain in full force and effect and shall
be construed in all respects as if such invalid or unenforceable provision or
portion thereof were not contained herein. In the event of a declaration of
invalidity, the provision or portion thereof declared invalid shall not
necessarily be invalidated in its entirety, but shall be observed and performed
by the parties to the Agreement to the extent such provision is valid and
enforceable.




15. 
SECTION HEADINGS. The
section headings contained herein are for convenience of reference only and
shall not be considered any part of the terms of this Agreement.




16. CHOICE
OF LAW. This
Agreement shall be interpreted and performed in accordance with the laws of the
State of Utah, and the parties agree, notwithstanding the principles of
conflicts of law, that the internal laws of the State of Utah shall govern and
control the validity, interpretation, performance, and enforcement of this
Agreement.








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IN
WITNESS WHEREOF,
Consultants have hereunto put their hand, and the Corporation has caused this
instrument to be executed in its corporate name by its duly authorized officer,
all as of the day and year first above written.





	 	CONSULTANT:
	 	 
	 	/s/ Ravi Pottahil
	 	Ravi Pottahil Ph.D.
	 	 
	 	/s/ Indira Pottahil
	 	Indira Pottahil, Ph.D.
	 	 
	 	CORPORATION:
	 	 
	 	GRANT LIFE SCIENCES, INC.
	 	 
	 	By: /s/
      Stan Yakatan
	 	       Stan
      Yakatan, CEO
	 	 



 







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