EXHIBIT 1.2
GENETIC VECTORS INC.
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CONSULTING AGREEMENT
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________________, 2000
Dear Mr. McCabe:
This will confirm the arrangements, terms and conditions, whereby
Mercer Partners, Inc. (hereinafter referred to as "Consultant") has been
retained by you to serve as financial consultant and advisor to Genetic Vectors
Inc. (hereinafter referred to as the "Company"), on a nonexclusive basis for a
period of 24 months commencing on the closing date of the public offering (the
"Closing"). The undersigned hereby agree to the following terms and conditions:
1. CONSULTING SERVICES. Consultant will render financial consulting
and advice pertaining to the Company's business affairs as you may from time to
time request.
2. FINANCING. Consultant will assist and represent you in obtaining
both short and long-term financing whether from banks or the sale of the
Company's debt or equity.
3. WALL STREET LIAISON. Consultant will when appropriate arrange
meetings with individuals and financial institutions in the investment community
such as security analysts, portfolio managers, and market makers and
representatives of the Company.
4. COMPENSATION. The Company agrees to pay the Consultant in the
aggregate , the sum of fifty-eight thousand and eight hundred ($58,800) Dollars
at the rate of Two Thousand and Four Hundred Fifty ($2,450) Dollars per month
payable at the closing of the Offering.
5. RELATIONSHIP. Nothing herein shall constitute Consultant as
employee or agent of the Company except to such extent as might hereafter be
agreed upon for a particular purpose. Except as expressly agreed, Consultants
shall not have the authority to obligate or commit the Company in any manner
whatsoever.
6. ASSIGNMENT AND TERMINATION. This Agreement shall not be assignable
by any party except to successors to all or substantially all of the business of
either the Consultant or the Company nor may this Agreement be terminated by
either party for any reason whatsoever without the prior written consent of the
other party, which consent may not be arbitrarily withheld by the party whose
consent is required.
Very truly yours
Mercer Partners, Inc.
By:
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Title:
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Agreed and Accepted By:
Genetic Vectors Inc.
By:
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CEO
