immb8k121208ex10-1.htm


    
      

      

    

     

    

    

      AGREEMENT
RE CONSIDERATION FOR LICENSING OF PATENT

       

      THIS
AGREEMENT is made and entered into as of this the 30th day of
January, 2009, by and between IMMUNOTECH LABORATORIES, INC., a Nevada
corporation ( “Immunotech”), HARRY ZHABILOV and ARA GHANIME.

       

      W I T N E
S S E T H:

       

      WHEREAS,
by a separate agreement, The Zhabilov Trust has exclusively licensed to
Immunotech and Immunotech wishes to exclusively license from The Zhabilov Trust
all of The Zhabilov Trust's rights under patents, patent applications and
know-how (including  U.S. Patent and Trademark Office serial number
11/177,427 filed on 7/11/2005/Cislo & Thomas LLP’s Docket
Number  06-16256/ US Patent Application 20060104992 dated May 18, 2006
that Inventor Harry H. Zhabilov,  together with his wife Diana
Zhabilov, had assigned on July 18, 2006 to The Zhabilov Trust) related to IPF
specific to the HIV/AIDS
treatment ONLY; and

      


      NOW,
THEREFORE, in consideration of the premises and the mutual promises and
agreements contained herein, it is hereby agreed as follows:  In
consideration of the exclusive license granted herein and the transfer of
ownership of the Transferred Assets, Immunotech shall pay the following
amounts:

      


      Concurrently with execution hereof,
Immunotech shall transfer a 49% interest in Immunotech to HARRY ZHABILOV and a
49% interest in Immunotech to ARA GHANIME.

      


      On or Before December 31, 2009,
Immunotech shall pay to HARRY ZHABILOV

      the sum
of Seven Hundred and Seventy Five Thousand United States Dollars (US$ 775,000)
by cashier check in immediately available funds, and Immunotech shall pay to ARA
GHANIME the sum of Seven Hundred and Seventy Five Thousand United States Dollars
(US$ 775,000) by cashier check in immediately available funds,. Such amount
shall be non-refundable and non-creditable, and shall not be subject to any
counterclaim or set-off.

      


      Additionally, Immunotech will
transfer 98% ownership of all authorized common shares and preferred shares to
both HARRY ZHABILOV and ARA GHANIME collectively. HARRY ZHABILOV and ARA GHANIME
as majority shareholders and members of the board of directors, shall have the
full right, and ownership of these shares and authority to issue from authorized
shares both common shares and preferred shares per company’s operational
requirements.

      


                        Upon
Immunotech generating revenue from any kind of contractual agreement, i.e.
milestone payments, patent licensing/sublicensing, royalties earned, Immunotech
shall pay a five percent (5%) royalty on the amount of aggregate worldwide gross
revenue, to be paid one-half to HARRY ZHABILOV and one-half to ARA
GHANIME.

      


      


      


      116 West
Stocker St. Glendale, CA 91202

      Phone
(818) 409 9091 * Fax (818) 409-0198

      www.immunotechlabs.com


      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    

     

     

    
      


      This
agreement is irrevocable and can not be reversed or changed without the strict
written agreement of both Harry H. Zhabilov and Ara A. Ghanime. Furthermore this
agreement will be rendered void and all licensing rights will be reversed and
terminated if any of this agreement’s conditions are not met.

      


               IN
WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and
delivered as of the day and year first above written.

      


      


      


      IMMUNOTECH
LABORATORIES, INC.

      


      


      


      By:  Ara
A. Ghanime

      


      


      
        
          
            	
                    /s/
      Ara A. Ghanime

                  	 
      	
                    /s/
      Harry Zhabilov

                  	 
      	
                    /s/
      Ara Ghanime

                  
	
                    Chairman
      of the Board of Directors

                  	 
      	
                    HARRY
      ZHABILOV

                  	 
      	
                    ARA
      GHANIME