| **Exhibit 10.1** |
|-----------------------|

 

**Consulting Agreement**

 

 

Effective September 1, 2002, FCG CSI, Inc. d/b/aFirst Consulting Group (“CLIENT”), having an address at 111 W. Ocean Blvd.,Suite 1000, Long Beach, California 90802, and Nichol Clinical Technologies Corp(“NCTC”) having an address at 247 B Forest Avenue, Laguna Beach, California92651 agree to the following terms and conditions under which NCTC has agreedto provide CLIENT with services as described below.

 

**1.****             ****Scope of Work.**

The services performed by NCTC for CLIENT’s LifeSciences business unit pursuant to this Agreement shall generally be in thefield of Strategic Sales Services as may be more specifically defined by mutualagreement of the parties from time to time (the “SERVICES”).

 

**2.****             ****Compensation**

It is further understood and agreed that CLIENTshall pay NCTC for SERVICES actually requested by and provide to CLIENT at therate of $2,500 per day (RATE) for a minimum of 4 days per month (RETAINER),billed in 1⁄2 day increments (minimum of 4 hours per 1⁄2 day).  In addition, administrative overhead will bepaid at the rate of 17.5% ($1750 per month based on the minimum of 4 days permonth) of the base retainer.  If theCLIENT requests fewer hours than covered in the RETAINER, the RETAINER will notbe refundable or credited to CLIENT’s account unless expressly agreed to byboth parties.

 

When necessary NCTC may provide SERVICES at alocation away from the metropolitan area of NCTC’s regular place ofbusiness.  CLIENT will reimburse atactual cost (as supported by receipts) NCTC for reasonable travel and livingexpenses incurred by NCTC.

 

Payment of fees and expense to NCTC shall be dueand payable on the 15th of each month in following a billable month.  NCTC shall provide invoices for monthly feesand any reimbursable expenses within 5 business days following month end.

 

**3.****             ****Manner of Performance**

NCTC represents that it has the requisiteexpertise, ability and legal right to render the SERVICES, and will perform theSERVICES in an efficient manner and in accordance with the terms of thisAgreement.  NCTC will abide by all laws,rules and regulations that apply to the performance of the SERVICES.  NCTC is an independent contractor, and shallnot be considered an employee of CLIENT.

 

**4.****             ****Mutual Non-disclosure of Confidential Information**

The disclosing partyagrees to mark all written information deemed confidential and proprietary as“Confidential Information”, and to provide a written representation of anyorally or visually presented confidential and proprietary information, properlymarked as being “Confidential Information”, within thirty (30) days ofdisclosure of such information to the other party.

 

The Receiving Partyagrees to make reasonable efforts to ensure that neither it nor any of itssubsidiaries, divisions, employees, agents, independent contractors, or otherpersons or organizations over which it has control, will directly or indirectlyuse any Confidential Information which is marked “Confidential Information” forany purpose not associated with its evaluation, or disseminate or disclose anyof the “Confidential Information” to any person or persons who are notemployees or consultants of the Receiving Party, or to any persons who do notneed to have knowledge of such information in the course of their employment withthe Receiving Party, without the express written consent of the DisclosingParty, for a period of three (3) years from receipt thereof.

 

 

247B ForestAve

Laguna Beach,CA 92651

 

Phone:    949-497-2636

Fax:         949-203-8799

Email:      hatchcyte@yahoo.com

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The Party’sobligations under this Agreement shall not apply to any information which:

 

•      Is or becomes publicly known without thewrongful act or breach of this Agreement by the Receiving Party;

 

•      Is independently developed by theReceiving Party without the benefit of the disclosed Confidential Information,or is already known to the Receiving Party at the time of disclosure;

 

•      Is rightfully received by the ReceivingParty from a third party who is not under any obligation of confidentiality tothe Disclosing Party; or

 

•      Is disclosed by the Receiving Party withthe written approval of the Disclosing Party.

 

 

**5.****             ****Conflicts of Interest**

NCTC represents that it has advised CLIENT prior tothe date of signing this Agreement of any relationship with competitors of CLIENT,which would present a conflict of interest with the SERVICES, or which wouldprevent NCTC from carrying out the terms of this Agreement.  NCTC agrees to advise CLIENT of any suchrelationships that arise during the term of this Agreement.

 

**6.****             ****Indemnification**

NCTC agrees to indemnify and hold CLIENT harmlessfor any injury occurring to the property or person of NCTC as a result ofNCTC’s performance of SERVICES under this Agreement, except to the extent thatsaid injury has occurred because of the gross negligence of CLIENT.

 

**7.****             ****Term**

The term of this Agreement shall end on March 31,2003.  Either party may terminate thisAgreement for cause (i.e., NCTC’s nonperformance or CLIENT failure to payamounts due and owing under this Agreement) on 15 days advance written notice;provided that such termination shall only be effective if the cause fortermination in not cured by the defaulting party prior to the expiration of the15-day notice period.

 

**8.****             ****General**

This Agreement supersedes all prior agreements andunderstandings between the parties. This Agreement may not be changed or terminated orally by or on behalfof either party.  This Agreement shallbe construed according to the laws of California.

 

**9.****             ****Severability**

If any of the provisions of this Agreement are voidor unenforceable, the remaining provisions shall nevertheless be effective, theintent being to effectuate this Agreement to the fullest extent possible.

 

AGREED:

 
| **Nichol Clinical  Technologies Corp** |                | **FCG CSI, Inc. d/b/a First  Consulting Group** |
|----------------------------------------|---------------------|-------------------------------------------------|
|                                   |                |                                            |   |   |
|                                   |                |                                            |
| *By:*                                  | *F. Richard Nichol* |                                            | *By:* | * Luther Nussbaum* |
| Title:                                 | Principal           |                                            | Title: | Chairman  and CEO |
|                                   |                |                                            |   |   |
| Date:                                  |                |                                            | Date: |   |
|                                   |                |                                            |   |   |

 

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