1. CONSULTING AGREEMENT
CONSULTING AGREEMENT (the “Consulting Agreement”), dated as of March __, 2001, by
and between Accelerated Sciences Corp., a Delaware Corporation with its principal office at 40
Fifth Avenue, Suite 11C, New York, New York 10011 (the “Company”), and, Medior
Entertainment Group, a California company with its principal office at 8907 Warner Avenue,
Suite 224, Huntington, Beach, CA 92647 (the “Consultant”).
W I T N E S S E T H:
WHEREAS, the Company desires to retain the Consultant, and the Consultant
desires to be retained by the Company, upon the terms and conditions hereinafter set forth;
WHEREAS, concurrently with the execution hereof, the parties are entering into
a certain “Letter of Intent” (as defined below);
NOW, THEREFORE, the parties hereto hereby covenant and agree as follows:
1. Employment. The Company acknowledges that it owes the Consultant $140,000
in respect of services previously rendered by the Consultant to the Company and/or its affiliates.
The parties have agreed that said amount shall be repaid as set forth herein. Accordingly, the
Company retains the Consultant as a non-exclusive adviser of the Company for the period (the
“Consulting Period”) of four (4) months commencing on the date hereof until terminated
pursuant to Section 4 hereof.
2. Compensation. The Company shall pay to the Consultant, and the Consultant shall
accept from the Company, in respect of the Consultant’s prior services referred in Section 1
hereof and for the Consultant’s services during the Consulting Period, compensation of
$140,000.00 in the aggregate payable as follows:
A. If the Company consummates an offering of its securities with aggregate gross
proceeds of at least $2,000,000 or completes an acquisition of another company
that provides the Company with immediate sufficient funds to make the payment
provided for in this paragraph, Company will pay Consultant $140,000.
B. If the Company consummates an offering of its securities with aggregate gross
proceeds of less than $2,000,000 but more than $1,000,000 or completes an
acquisition of another company that provides the Company with immediate
sufficient funds to make the payment provided for in this paragraph, then the
Company will pay the Consultant a minimum of $50,000 as an installment.
C. If the Company consummates an offering of its securities with aggregate gross
proceeds of less than $1,000,000.00 but more than $500,000 or completes an
acquisition of another company that provides the Company with immediate
sufficient funds to make the payment provided for in this paragraph, then the
Company will pay the Consultant a minimum of $20,000 as an installment.
D. In the event that the Company does not consummate any such $1,000,000 or
greater financing or acquisition prior to December 31, 2001, then the difference
11087666.04

2. between (x) $50,000 and (y) any amount paid pursuant to Paragraph C above shall
be due and shall be paid by the Company no later than said date, and the balance
of $90,000 shall be paid by June 30, 2002, (unless such amount has been paid
pursuant to the Letter of Intent between the parties dated as of March ____, 2001
(the “Letter of Intent”) or a definitive agreement thereunder).
3. Expenses. During the Consulting Period, the Company shall pay or reimburse the
Consultant for all reasonable and itemized business expenses incurred by the Consultant while
conducting or furthering the business of the Company, provided that any expense greater than
$100.00 shall have been approved in advance by the Company. The Consultant shall keep
appropriate records of such expenses and submit receipts or other evidence relating to them on a
weekly basis. Reimbursement for such expenses shall be subject to such regulations and
procedures as the Company may designate by notice to the Consultant.
4. Termination. This Consulting Agreement may be terminated by either party on
not less than 10 days notice. In the event of termination, the Company’s only obligation shall be
to pay the amounts referred to in Section 2 hereof by no later than December 31, 2001.
5. Miscellaneous.
(a) The Consultant acknowledges that in the course of providing services
hereunder, the Consultant may be provided with or may develop confidential or proprietary
information (the “Confidential Information”), which shall be subject to the terms of the Non-
Disclosure Agreement of even date between Consultant and the Company.
(b) This Consulting Agreement and the rights and obligations of the parties
hereunder and any other instruments or documents issued hereunder shall be construed,
interpreted and enforced in accordance with the laws of the State of New York, exclusive of its
choice-of-law principles.
(c) This Consulting Agreement shall be binding upon and inure to the benefit of
the parties hereto, and their respective successors and assigns.
(d) The provisions of this Consulting Agreement shall be severable, and the
illegality, unenforceability or invalidity of any provisions of this Consulting Agreement shall not
affect or impair the remaining provisions hereof, and each provision of this Consulting
Agreement shall be construed to be valid and enforceable to the full extent permitted by law.
(e) This Consulting Agreement cannot be amended orally, or by any course of
conduct or dealing, but only by a written agreement signed by the party to be charged therewith.
(f) All notices required and allowed hereunder shall be in writing, and shall be
deemed given if delivered personally or sent by certified mail, return receipt requested, first-class
postage and registration fees prepaid, and correctly addressed to the party for whom intended at
its address set forth on the first page or to such other address as has been most recently specified
for a party by notice to all other parties.
(g) The waiver by either party of a breach or violation of any provision of this
Consulting Agreement shall not operate as or be construed to be a waiver of any subsequent
breach.
(h) This agreement constitutes the entire understanding and agreement between
the parties hereto and their affiliates with respect to its subject matter and supersedes all prior or
contemporaneous agreements (except the Non-Disclosure Agreement), representations,
2
11087666.04

3. warranties and understandings of such parties (whether oral or written). No promise, inducement,
representation or agreement, other than as expressly set forth herein, has been made to or by the
parties hereto.
IN WITNESS WHEREOF, each of the parties hereto has executed this
Consulting Agreement the day and year first above written.
Accelerated Sciences Corp.
By: ______________________
Name: Wolé Fayemi
Title:
Medior Entertainment Group
By: _______________________
Name: Todd Huffman
Title:
3
11087666.04