Exhibit 10.1
CONSULTING SERVICE AGREEMENT
THIS CONSULTING SERVICE AGREEMENT is made effective this 1st day of September,
2002 by and;
BETWEEN:
GUARDIAN BIOTECHNOLOGIES INC. OF IPW, 110 GYMNASIUM PLACE, SASKATOON, SK.,
CANADA S7N 0W9
(HEREINAFTER REFERRED TO AS "GUARDIAN")
AND:
CONSULTANT, DR. SUN LEE, OF 65-1, WONCHON-DONG, YUSUNG-GU, DAEJON CITY,
REPUBLIC OF KOREA
WHEREAS:
A. Dr. Sun Lee is the president of NEXGEN TECHNOLOGIES INC. (hereinafter
referred to as "NEXGEN"), which is engaged in conducting research and
development of molecular farming and providing screening services for
genetically engineered organism ("GMO") in Korea;
B. GUARDIAN is a newly incorporated firm which targets molecular farming in
Canada for the long-term and GMO services and sales of scientific
instruments in North America for short-term; and
C. GUARDIAN considers it to be in its best interest to engage Dr. Sun Lee as a
consultant to receive consulting services with regard to molecular farming,
GMO services and the sales of scientific instruments on the terms and
subject to the conditions hereinafter set forth.
NOW THEREFORE THIS AGREEMENT WITNESS THAT THE PARTIES MUTUALLY AGREE AS FOLLOWS:
1. ENGAGEMENT
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1.1 Subject to the terms and conditions hereof, GUARDIAN hereby engages Dr. Sun
Lee to receive the marketing consulting services set out in Section 2.1
hereof (the "Services").
1.2 Dr. Sun Lee's obligation to perform the Services shall commence following
the completion of the list of the Services, and will continue from the
Effective Date until terminated in accordance with Article 4 hereof (the
"Term").
2. SERVICES
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2.1 Provide and/or help GUARDIAN to develop gene designs, which will be used in
establishing molecular farming in Canadian Market.
2.2 Assist GUARDIAN in establishing its business in Canada with regard to
staffing, administration, preparation of corporate records, and set-up of
place of its business and equipment for research and development.
2.3 Assist in transferring NEXGEN's proprietary technologies necessary for
GUARDIAN to provide GMO services in Canada.
2.4 Assist GUARDIAN in negotiating with ToyLab, which is a Korean manufacturer
of scientific instruments that will be imported to Canada for distribution
by GUARDIAN.
3. CONSIDERATION
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3.1 In consideration for the Services, GUARDIAN shall pay Dr. Sun Lee $80,000
CAD annually.
4. TERMINATION AND RENEWAL
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4.1 This agreement may be terminated by GUARDIAN upon the occurrence of any
default by Dr. Sun Lee by giving written notice to Dr. Sun Lee specifying
the nature of the default. A default will be defined as the occurrence of
any one ore more of the following:
a. Dr. Sun Lee fails to perform any of the Services in the manner or
within the time required herein or commits or permits a breach of or
default in any of Dr. Sun Lee's covenants, duties or obligations
hereunder; or
b. GUARDIAN acting reasonably determines that Dr. Sun Lee or any of his
agents or employees has acted, is acting or is likely to act in a
manner detrimental to GUARDIAN or has violated the confidentiality of
any information as provided for in this agreement.
4.2 This agreement may be renewed for consecutive one year terms, on an annual
basis, as agreed to by both parties at the end of the Term.
5. LAW
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5.1 This agreement shall be governed by and construed in accordance with the
laws of the Province of British Columbia and the parties hereby irrevocably
attorn to the courts of such Province.
IN WITNESS THEREOF, the parties above have caused this Agreement to be duly
executed, as of the day and year set out below.
GUARDIAN BIOTECHNOLOGIES INC.
By: /s/ SCOTT LEE September 1, 2002
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Scott Lee, Director Date
CONSULTANT
By: /s/ SUN LEE September 1, 2002
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Dr. Sun Lee Date