SERVICES AGREEMENT THIS SERVICES AGREEMENT (the “Agreement”) is made and entered into this15th day of May, 2004, by and between CANCER THERAPEUTICS, INCORPORATED, aTennessee corporation (“CTI”), and Chene Gardner, an individual residing inSouth Ogden, Utah (“CG”), collectively referred to hereinafter as the “Parties”or individually as a “Party.” R E C I T A L S ———– CTI desires to engage CG, and CG desires to accept such engagement fromCTI, to perform various financial and accounting services in accordance withgenerally accepted accounting principles (the “Services”), including, but notlimited to, preparing financial statements for the years 2002 and 2003,forecasting and working with auditors for and on behalf of CTI. This Agreement contains the entire understandings between the Partiesconcerning the subject matter hereof, and all other agreements, understandingsand documents are hereby merged into this Agreement and made a part hereof. NOW THEREFORE, In consideration of the foregoing premises and themutual covenants contained herein, the Parties hereto agree as follows: A G R E E M E N T ————– 1. TERM. This Agreement shall commence on the Effective Date and may beterminated by either Party at any time with thirty (30) days’ written notice tothe other Party of the intent to terminate. Upon the termination of thisAgreement, all obligations of the Parties shall cease, except that theprovisions of this Agreement contained in Sections 8 and 9 shall continue ineffect.2. SERVICES. 2.1. During the term of this Agreement, CG agrees to provide the Servicesas requested by CTI on a continuous basis and in accordance with acceptedindustry practices and guidelines and all applicable federal, state and locallaws, rules and regulations. CG also agrees to provide the Services pursuant tothe guidelines and requirements promulgated by CTI from time to time andprovided to CG by CTI. 2.2. During the term of this Agreement, CTI understands, agrees andacknowledges that by performing the Services for and on behalf of CTI, CG: (a) is not providing any legal or tax advice to CTI or any other person; (b) is acting as an independent contractor to provide the Services, and that no employment, partnership, joint venture, or fiduciary relationship has been created by this Agreement; (c) is not responsible for advising CTI in respect of any applicable laws and regulations, and CTI will undertake to obtain appropriate advice in respect of all other laws and regulations which may be applicable in any relevant jurisdiction and promptly to communicate that advice to CG insofar as the same is relevant to the performance by CG of the Services; and (d) will not incur any liability to CTI in respect of any breach of applicable laws or regulations where CG has acted in good faith in the absence of or in accordance with such advice. 13. FEES AND EXPENSES. 3.1. FEES. In exchange for his Services under this Agreement, CG shallreceive from CTI a non-refundable fee in the amount of Fifty Thousand Dollarsand No Cents ($ 50,000.00), payable as of the Effective Date of this Agreement. 3.2. EXPENSES. Unless otherwise specified in writing, CG shall beresponsible for all expenses incurred while performing services under thisAgreement. This includes license fees, memberships and dues; general automobileand other travel expenses; meals and entertainment; insurance premiums; and allsalary expenses and other compensation paid to employees or contract personnelCG hires to complete the work under this Agreement, unless approved by CTI inadvance. Notwithstanding the above, CTI will reimburse CG for documented,out-of-pocket expenses incurred in connection with the Services performed by CGunder this Agreement.4. OBLIGATIONS OF CTI. 4.1. Information. CTI will provide CG with all material informationrelevant in his performance of the Services under this Agreement. CTI willensure that information so supplied is true and accurate in all materialrespects and is not misleading, whether by omission or otherwise. 4.2. Authorization. CTI confirms and undertakes that it has all necessarypowers and has obtained or will obtain all necessary authorizations, consentsand approvals, including from the board of directors of CTI, validly andlawfully required to enter into this Agreement. The entering into of thisAgreement does not violate the Bylaws of CTI or any other agreement. 4.3. Accuracy. In performing his services hereunder, CG shall be entitledto assume the accuracy and completeness of all financial and other informationthat may be furnished to CG by CTI and CG will not be responsible forindependently verifying the accuracy and completeness of such information, andCTI will review all materials prepared by CG for factual accuracy.5. OBLIGATIONS OF CG. 5.1. Licenses and Education. CG shall be responsible for obtaining andmaintaining his professional licenses, and/or certifications, if any, andobtaining any continuing education or certification that is required or isprudent to remain current and knowledgeable in his field. 5.2. Federal and State Taxes. CG shall pay all taxes incurred whileperforming the Services under this Agreement, including all applicable incometaxes and self-employment (social security) taxes. Upon demand, CG shall provideCTI with proof that such payments have been made. 5.3. No Conflicts. CG hereby represents that, to the best of his knowledgeand belief, the performance by CG of all of the terms of this Agreement and workas an independent contractor for CTI does not breach any oral or writtenagreement which CG has made prior to the Effective Date of this Agreement. 6. INDEPENDENT CONTRACTOR STATUS. CG is an independent contractor, not anemployee of CTI. Any employee or contract personnel employed or hired by CG tocomplete the work under this Agreement are not employees of CTI. CG and CTIagree to the following terms and conditions consistent with an independentcontractor relationship: 6.1. This Agreement is non-exclusive, and CG has the right to performservices for others during the term of this Agreement, provided such servicesare not in conflict with the Services to be performed by CG under thisAgreement; 6.2. CG has the sole right to control and direct the means, manner andmethod by which the Services will be performed; 2 6.3. CG has the right to perform the Services at any place, location ortime; 6.4. CG will furnish all equipment and materials used to provide theServices; 6.5. CG has the right to hire assistants as subcontractors, or to useemployees to provide the Services, without the approval of CTI; 6.6. Neither CG nor any employee or contract personnel employed or hired byCG shall receive any training from CTI in the skills necessary to perform theServices; and 6.7. CTI shall not require CG or any employee or contract personnelemployed or hired by CG to devote full time to performing the Services.7. BENEFITS. 7.1. Fringe Benefits. CG understands that neither CG nor any employee orcontract personnel employed or hired by CG are eligible to participate in anyemployee pension, health, vacation pay, sick pay or other fringe benefit plan ofCTI. 7.2. Workers’ Compensation. CTI shall not obtain workers’ compensationinsurance on behalf of CG or any employee or contracted personnel employed orhired by CG. If CG hires employees to perform any Service under this Agreement,CG will cover them with workers’ compensation insurance and provide CTI with acertificate of workers’ compensation insurance before the employees begin thework. 7.3. Unemployment Compensation. CTI shall make no state or federalunemployment compensation payments on behalf of CG any employee or contractpersonnel employed or hired by CG. CG will not be entitled to these benefits inconnection with the Services performed under this Agreement. 7.4. Insurance. CTI shall not provide any insurance coverage of any kindfor CG or any employee or contract personnel employed or hired by CG. 8. CONFIDENTIAL INFORMATION. CG acknowledges that during the term of thisAgreement, CG will develop, discover, have access to, and become acquainted withtechnical, financial, marketing, personnel, and other information relating tothe present or contemplated products or the conduct of business of CTI which isof a confidential and proprietary nature (the “Confidential Information”). CGagrees that all files, records, documents, and the like relating to suchConfidential Information, whether prepared by him or otherwise coming into hispossession, shall remain the exclusive property of CTI, and CG hereby agrees topromptly disclose such Confidential Information to CTI upon request and herebyassigns to CTI any rights which CG may acquire in any Confidential Information.CG further agrees not to disclose or use any Confidential Information and to usehis best efforts to prevent the disclosure or use of any ConfidentialInformation either during the term of this Agreement or at any time thereafter,except as may be necessary in the ordinary course of performing the Servicesunder this Agreement. Upon termination of this Agreement for any reason, CGshall promptly deliver to CTI all materials, documents, data, equipment, andother physical property of any nature containing or pertaining to anyConfidential Information, and CG shall not take from CTI, without its priorwritten consent, any such material or equipment or any reproduction thereof. 9. INDMENITY. CTI hereby agrees to indemnify and hold harmless CG, itsagents, representatives, employees, partners and independent contractors for anylosses, damages or expenses that may be incurred by CG or such other parties asa result of any breach of any covenant, agreement, representation or warrantymade hereunder or any other loss, damage or expenses incurred by CG or suchother parties resulting from the acts or actions of CTI under this Agreement. CGhereby agrees to indemnify and hold harmless CTI, its agents, representatives,employees and independent contractors for any losses, damages or expenses thatmay be incurred by CTI or such other parties as a result of any breach of anycovenant, agreement, representation or warranty made under this Agreement by CGin connection herewith. 3 10. MISCELLANEOUS. 10.1. Waiver. Any term or condition of this Agreement may be waived at anytime by the Party that is entitled to the benefit thereof, but no such waivershall be effective unless set forth in a written instrument duly executed by oron behalf of the Party waiving such term or condition. No waiver by any party ofany term or condition of this Agreement, in any one or more instances, shall bedeemed to be or construed as a waiver of the same or any other term or conditionof this Agreement on any future occasion. All remedies, either under thisAgreement or by law or otherwise afforded, will be cumulative and notalternative. 10.2. Amendment. This Agreement shall not be amended or modified, norrights hereunder waived, except by writing, signed by both Parties. 10.3. No Third Party Beneficiary. The terms and provisions of thisAgreement are intended solely for the benefit of each Party hereto and theirrespective successors or permitted assigns, and it is not the intention of theparties hereto to confer third-party beneficiary rights upon any person. 10.4. Invalid Provisions. If any provision of this Agreement is held to beillegal, invalid or unenforceable under any present or future law, and if therights or obligations of any Party hereto under this Agreement will not bematerially and adversely affected thereby, (a) such provision will be fullseverable, (b) this Agreement will be constituted and enforced as if suchillegal, invalid or unenforceable provision had never comprised a part hereof,(c) the remaining provisions of this Agreement will remain in full force andeffect and will not be affected by the illegal, invalid or unenforceableprovision, there will be added automatically as a part of this Agreement alegal, valid and enforceable provision as similar in terms to such illegal,invalid or unenforceable provision as may be possible. 10.5. Counterparts. This Agreement nay be executed in one or morecounterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one and the same instrument. The Parties acknowledgethat the persons named below have the requisite authority to execute thisAgreement and bind their respective principals. 10.6. Governing Law. This Agreement shall be governed by and construed inaccordance with the laws of the State of Utah without regard to the conflict oflaws. The Parties further agree that proper venue and jurisdiction for anydispute under this agreement shall be the courts in the State of Utah 10.7. Notices. All notices, demands to other communications to be givenunder or by reason of the Agreement shall be in writing and shall be deemed tohave been received when delivered personally, or when transmitted by facsimileor by overnight delivery service, addressed as follows: If to CG: Chene Gardner 11585 S. State Street, Suite 102 Draper, Utah 84020 If to CTI: Cancer Therapeutics, Incorporated Attention: Robert Oldham 412 Chelsa Cove Franklin, Tennessee 37064Either Party hereto may change its address for notices, demands and othercommunications hereunder by giving notices of such change to the other party inaccordance with this Section 10.7. 410.8. Assignment; Binding Effect. This Agreement may not be assigned by eitherParty without the prior written consent of the other. This Agreement shall bindthe Parties hereto and their assigns and successors in interest. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to beduly executed as of the date set forth above. “CG” /s/ Chene Gardner ______________________________ Chene Gardner “CTI” Cancer Therapeutics, Incorporated /s/ Robert Oldham _______________________________ Robert Oldham, President