The parties to this Agreement are Health Enhancement Products, Inc. of 7440 Evans Rd, #A101,
Scottsdale, AZ 85260 (hereinafter referred to as “COMPANY”), and Robert Cohen, M.D., and/or
his nominee, 2660 Peachtree Road NW, Apt. 19H, Atlanta, GA 30305 (hereinafter referred to as
At times and places agreed upon by the parties during the term of this Agreement, CONSULTANT
shall provide to COMPANY consulting and advisory services relative to clinical trials, animal models,
assays, and characterization of activity of the COMPANY’s products, and related COMPANY
business functions, including fund-raising (hereinafter referred to as the “SUBJECT”).
A. Hourly/Daily Compensation. As consideration for the services provided by CONSULTANT
under this Agreement, COMPANY shall pay CONSULTANT fees at the rate of $125 dollars per hour
($2,000 dollars per day) for each day of consulting over the term of this Agreement. The content and
time for the consulting services will be agreed upon in advance by both parties. Further,
CONSULTANT shall be reimbursed by COMPANY for all customary and standard traveling
expenses incurred at the request of COMPANY during the term of this Agreement. Services rendered
by CONSULTANT and the requisite payment of compensation have been approved under the terms
and conditions of this contract.
B. Warrants. A retainer of 500,000 warrants to purchase stock in Health Enhancement Products,
Inc., with a 5 year term and priced at $0.50/share, will be awarded to Consultant under the following
terms and conditions:
i. 200,000 warrants vesting on the first day of the Agreement.
ii. 100,000 warrants vesting on the earlier of 60 days after signing the Agreement or closing on
$0.5M of funds from investor(s) first introduced by Consultant, under terms acceptable to the
iii. 200,000 warrants vesting on the earlier of 120 days after signing of the Agreement or closing
on $3M of funds from