trilogy capital partners, inc.
[LOGO]
Consulting Agreement Advanced BioPhotonics, Inc. July 14, 2005
The following sets forth the agreement for the engagement of Trilogy Capital Partners, Inc. ("Trilogy") by
Advanced BioPhotonics Inc. ("ABPH" or the "Company"):
Term and Termination Trilogy's engagement commenced at the date of this
Agreement and terminates August 30, 2005.
Services Trilogy will consult with the Company to structure
and design a strategic business marketing plan,
including estimation of costs for implementation of
such plan, and deliver such plan to the Company.
All ABPH designated confidential materials, together
with any documents prepared by Trilogy under this
Agreement, including without limitation, any plans,
reports or derivative analysis, whether confidential
or not, in Trilogy's custody are the property of
ABPH and shall be promptly delivered to it upon
completion of Trilogy's services under the Agreement
or upon the earlier request of ABPH, provided that
Trilogy may retain one copy of any such materials
that it reasonably believes it may need to support
its work product and advice to the Company.
Fees In consideration for the services Trilogy will
provide pursuant to this Agreement, Company will pay
Trilogy $18,750, with payment due upon execution of
this Agreement. Wiring information is set forth
below.
Indemnification The Company agrees to provide the indemnification