Cancer Therapeutics Inc - Sb-2/a - 20050413 - By-laws Bylaws - CANCER THERAPEUTICS INC - 4-13-2005 by CTHP-Agreements

VIEWS: 1 PAGES: 65

									BYLAWS OF CANCER THERAPEUTICS, INC. Adopted by Resolution on August 12, 2004

BYLAWS OF Cancer Therapeutics, Inc. ARTICLE I Shareholders Section 1.1. Annual Meetings. An annual meeting of shareholders shall be held for the election of directors on such date, and at such time and place as the Board of Directors may, from time to time, determine. Any other proper business may be transacted at an annual meeting. If the annual meeting is not held on the date designated, it may be held as soon thereafter as convenient and shall be called the annual meeting. Section 1.2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by the General Corporation Law of the State of Delaware, may be called by the President or the Board of Directors. The shareholders do not have the authority to call a special meeting of the shareholders. Section 1.3. Shareholder Proposals/Nominees. a. Shareholder Proposals. Shareholders seeking to place shareholder proposals on the agenda for a shareholders' meeting must (i) notify the Corporation of such proposal not less than 30 nor more than 60 days prior to the date of the meeting; provided, however, that if the Corporation provides shareholders with less than 40 days advance notice of the date of the meeting, the shareholder notice must be given no later than the close of business on the 10th day following the day the Corporation's notice was mailed or publicly disclosed. Such notice must provide the Corporation with adequate information regarding the proposal. b. Shareholder Director Nominees. Shareholders director nominations must (i) be in writing and contain adequate information about the nominee; and (ii) be received by the secretary of the Corporation not less than 30 nor more than 60 days prior to the date of the meeting at which Directors will be elected; provided, however, that if the Corporation provides shareholders with less than 40 days advance notice of the date of the meeting, the shareholder notice must be given no later than the close of business on the 10th day following the day the Corporation's notice was mailed or publicly disclosed. Section 1.4. Notice of Meetings. Whenever shareholders are required or permitted to take any action at a meeting, a written notice of the meeting will be given that states the place, date and hour of the meeting, and in the case of a special meeting, the purpose(s) for which the meeting is called. Unless otherwise provided by law, the Certificate of Incorporation or these Bylaws, the 1

written notice of any meeting will be given not less than ten nor more than sixty days before the date of the meeting to each shareholder entitled to vote at such meeting. If mailed, such notice will be deemed to be given when deposited in the United States mail, postage prepaid, directed to the shareholder at his or her address as it appears in the records of the Corporation. Section 1.5. Waiver of Notice. A shareholder may waive notice of any meeting; provided that a shareholder's attendance at a meeting shall constitute waiver of notice of such meeting, except when the shareholder attends a meeting for the express purpose of objecting to the transaction of any business to be transacted at the meeting, and not for the purpose of objecting to the purpose of the meeting. Section 1.6. Adjournments. Any meeting of shareholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, pursuant to Section 1.3, notice of the adjourned meeting will be given to each shareholder of record entitled to vote at the meeting. Section 1.7. Record Date. a. Determination of Record Date. For purposes of determining the number and identity of shareholders for any purpose, the Board of Directors may fix a date in advance as the record date for any such determination of shareholders, provided that the record date may not precede the date of the resolution fixing the record date. The record date may not be more than sixty days prior to the date that the particular action requiring the determination of shareholders is to occur. If to determine the shareholders entitled to notice of, or to vote at, a meeting of shareholders, the record date may not be fewer than ten days prior to the meeting. The record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of shareholders of record entitled to notice of, or to vote at, a meeting of shareholders will apply to any adjournment of the meeting; provided that the Board of Directors may fix a new record date for the adjourned meeting. b. Failure to Fix Record Date. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote, or to receive payment of a dividend, the date on which the notice is mailed or the Board of Directors resolution declaring the dividend is adopted, as the case may be, will be the record date for such determination of shareholders. Section 1.8 List of Shareholders Entitled to Vote. At least ten days before each meeting of shareholders, the officer or agent charged with 2

overseeing the stock transfer books of the Corporation will compile a complete list of the shareholders entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such list will be kept on file at the Corporation's principal office for the ten days before the meeting and will be subject to the inspection of any shareholder during that ten day period during normal business hours for any purpose related to the meeting and during the meeting. Section 1.9. Quorum. Except as otherwise provided by law, the Certificate of Incorporation, or these Bylaws, a majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, will constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at the meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. If a quorum is present or represented at such adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally notified. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Section 1.10. Voting. a. One Vote Per Share. Unless otherwise provided by the Certificate of Incorporation (or action of the Board of Directors as provided therein) or these Bylaws, each outstanding share entitled to vote will be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. b. Required Vote. Article VIII of the Certificate of Incorporation provides for super-majority voting in certain circumstances. Except as set forth therein, or as provided in the General Corporation Law of the State of Delaware, a majority vote of those shares present and voting at a duly organized meeting will suffice to defeat or enact any proposal; provided that with respect to votes to elect directors, a plurality of the votes cast will be sufficient to elect. c. Shares Held By Other Than the Record Owner. Shares held by an administrator, executor, guardian or conservator may be voted by him or her, in person or by proxy, without the transfer of such shares into his or her name. Shares held in the name of a trustee may be voted by him or her, in person or by proxy, only if the shares are transferred into the trustee's name. Shares held in the name of, by or under the control of a receiver may be voted by the 3

receiver without transferring the shares into the receiver's name if authority to do so is evidenced in an order from the court that appointed the receiver. A shareholder whose shares are pledged shall be entitled to vote his or her shares until the shares are transferred into the name of the pledgee, and thereafter, the pledgee will be entitled to vote the shares so transferred. Shares belonging to the Corporation or held by it in a fiduciary capacity may not be voted, directly or indirectly, at any meeting, and will not be counted in determining the total number of outstanding shares at any given time. Section 1.11. Proxies. a. General. At all meetings of shareholders, a shareholder may vote by proxy. Proxies must be written, signed by the shareholder or by his or her duly authorized attorney-in-fact, and filed with the Secretary of the Corporation before or at the time of a meeting where a proxy is granted. No proxy is valid after six months from the date of its execution, unless otherwise provided in the proxy or coupled with an interest. b. Irrevocable Proxies. A proxy may be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. c. Revocation of a Proxy. A shareholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by delivering a proxy in accordance with applicable law bearing a later date to the Secretary of the Corporation. Section 1.12. Shareholder Action by Written Consent Without a Meeting. a. Action. Any action required to be taken at any annual or special meeting of shareholders of the Corporation, or any action that may be taken at any annual or special meeting of such shareholders may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. b. Notice. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing. If the action which is consented to is such as would have required the filing of a certificate under any Section of the General Corporation Law of Delaware, if such action had been voted on by shareholders at a meeting thereof, then the certificate filed under such Section shall state, in lieu of any statement required by such Section concerning any vote of shareholders, that written notice and written consent have been given as provided in Section 228 of the General Corporation Law of Delaware. 4

ARTICLE II Board of Directors Section 2.1. Number, Qualifications. The Board of Directors shall consist of that number of directors as are set from time to time by the affirmative vote of a majority of the members of the Board of Directors. A director will hold office until his or her successor is elected and qualified. Directors need not be shareholders of the corporation. Section 2.2. Election; Resignation; Vacancies. The Board of Directors will initially consist of the persons designated by the Incorporator, and each director so elected will hold office until the first annual meeting of shareholders and until his or her successor is elected and qualified. At the first annual meeting of shareholders, the shareholders will elect directors to the Board of Directors. A director may resign at any time on written notice to the Corporation. Any vacancy occurring in the Board of Directors, whether by reason of death, resignation, removal, or an increase in the number of directors, may be filled by the affirmative vote of the majority of the remaining directors, though less than a quorum of the Board of Directors, or by election at an annual meeting or at a special meeting of the shareholders called for that purpose. A director elected to fill a vacancy will be elected for the unexpired term of his predecessor in office. Section 2.3. Regular Meetings. A regular meeting of the Board of Directors for the election of officers and the transaction of any other business that may properly come before the meeting shall be held immediately after, and at the same place as, each annual meeting of shareholders, if a quorum of directors is then present or as soon thereafter as may be convenient. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine. The Board of Directors may provide, by resolution, the date, time and place for the holding of additional regular meetings without other notice than such resolution. Section 2.4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any director. The person(s) authorized to call special meetings of the Board of Directors may fix any place, within or without the State of Delaware, to hold a special meeting of the Board of Directors. Notice of a special meeting must be given to each director by the person(s) calling the meeting at least two days before the meeting. Section 2.5. Waiver of Notice. A director may waive notice of any meeting. A director's attendance at a meeting shall constitute waiver of notice of such meeting; provided that, when a director attends a meeting for the express purpose of objecting to the transaction of any business to be transacted at the meeting, the director will not be deemed to have waived notice of such meeting. 5

Section 2.6. Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of telephonic conference, or similar communications equipment that permits all persons participating in the meeting to hear each other, and participation in a meeting pursuant to this Bylaw will constitute presence at such meeting. Section 2.7. Quorum. Vote Required for Action. At all meetings of the Board of Directors, a majority of the whole Board of Directors will constitute a quorum for the transaction of business. Unless required by the General Corporation Law of the State of Delaware, the Certificate of Incorporation or these Bylaws, the vote of a majority of the directors present at a meeting at which a quorum is present will be the act of the Board of Directors. If less than a majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. Once a quorum has been established at a duly organized meeting, the Board of Directors may continue to transact corporate business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. Section 2.8. Payment of Expenses. By resolution of the Board of Directors, directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors. Directors may be paid also either a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. Such payment will not preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Section 2.9. Dissent to Corporate Action. A director who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he or she (i) enters his or her dissent in the minutes of the meeting, (ii) files written dissent to such action with the Secretary of the meeting before adjournment, or (iii) expresses such dissent by written notice to the Secretary of the Corporation within one (1) day after the adjournment of the meeting. The right to dissent shall not apply to a director who voted in favor of such action. Section 2.10. Action by Written Consent. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors sign a written consent with respect to such action. Such consent shall be filed with the minutes of proceedings of the Board of Directors. 6

ARTICLE III Committees Section 3.1. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each to consist of one or more of the directors. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by the General Corporation Law of the State of Delaware and to the extent provided in the resolution of the Board of Directors, will have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it. Section 3.2. Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules, each committee will conduct its business pursuant to Article II of these Bylaws. ARTICLE IV Officers Section 4.1. Officers. The officers of the Corporation may be a President, Vice President, Secretary, and Treasurer. Other officers and assistant officers may be authorized and elected or appointed by the Board of Directors. An individual is permitted to hold more than one office. Section 4.2. Election. The officers of the Corporation will be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers is not held at such meeting, it will be held as soon thereafter as convenient. Each officer will hold office until his or her successor is duly elected and qualified, or until his or her death, resignation or removal. Section 4.3. Removal. Any officer, elected or appointed, may be removed by the Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Section 4.4. Vacancy. A vacancy in any office for any reason may be filled by majority vote of the Board of Directors, and any officer so elected will serve for the unexpired portion of the term of such office. 7

Section 4.5. President. The President presides at all meetings of the Board of Directors and of shareholders and has general charge and control over the affairs of the Corporation subject to the Board of Directors. The President signs or countersigns all certificates, contracts and other instruments of the Corporation as authorized by the Board of Directors and performs such other duties incident to the office or required by the Board of Directors. Section 4.6. Vice President. The Vice President exercises the functions of the President in the President's absence, and has such powers and duties as may be assigned to him or her from time to time by the Board of Directors. Section 4.7. Secretary. The Secretary issues all required notices for meetings of the Board of Directors and of the shareholders, keeps a record of the minutes of the proceedings of the meetings of the Board of Directors and of the shareholders, has charge of the Corporate Seal and the corporate books, and makes such reports and performs such other duties as are incident to the office or required by the Board of Directors. Section 4.8. Treasurer. The Treasurer has custody of all monies and securities of the Corporation, keeps regular books of account, disburses the funds of the Corporation, renders account to the Board of Directors of all transactions made on behalf of the Corporation and of the financial condition of the Corporation from time to time as the Board requires, and performs all duties incident to the office or properly required by the Board of Directors. Section 4.9. Additional Officers. The Corporation may have such additional officers as the Board of Directors deems necessary or appropriate including, without limitation, a Chairman of the Board, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers. Each such officer shall perform those duties as determined or assigned by the Board of Directors. Section 4.10. Salaries. The salaries of all officers will be fixed by the Board of Directors, and may be changed from time to time by a majority vote of the Board of Directors 8

ARTICLE V Certificate of Shares Section 5.1. Certificates. The Corporation may issue certificates representing shares of the Corporation, which will be in the form determined by the Board of Directors, and will be signed by the President of the Corporation or any other officers permitted by law, certifying the number of shares owned by him or her in the Corporation. Any of or all the signatures on the certificate may be a facsimile. If any officer, transfer agent or registrar who has signed, or whose facsimile signature has been placed upon, a certificate ceases to hold that position before the certificate is issued, it may be issued by the Corporation with the same effect as if the officer, transfer agent or registrar continued to hold that position at the date of issue. Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. If a certificate is lost, stolen or destroyed, a new one may be issued on such terms and indemnity to the Corporation as the Board of Directors may prescribe. ARTICLE VI Indemnification of Directors and Officers Section 6.1. Directors. a. Right to Indemnification Insurance. Every person who was or is a party to, or is threatened to be made a party to, or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she, or a person of whom he is the legal representative, is or was a director or officer, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, or as its representative in another enterprise (an "Indemnitee"), shall be indemnified and held harmless by the Corporation to the fullest extent legally permissible under the laws of the State of Delaware against all judgments, fines, penalties, excise taxes, amounts paid in settlement and costs, charges and expenses (including attorneys' fees and disbursements) actually and reasonably incurred or suffered by him or her in connection therewith, subject to the standards of conduct, the procedures, and other applicable provisions of the General Corporation Law of the State of Delaware. Such right of indemnification is a contract right which may be enforced in any manner desired by such person. The Corporation may purchase and maintain insurance on behalf of an Indemnitee against any liability arising out of such status, whether or not the corporation would have the power to indemnify such person. b. Inurement. The right to indemnification shall inure whether or not the claim asserted is based on matters that predate the adoption of this Article VI, will continue as to an Indemnitee who has ceased to hold the position by virtue of which he or she was entitled to indemnification, and will inure to the benefit of his or her heirs and personal representatives. 9

c. Non-exclusivity of Rights. The right to indemnification and to the advancement of expenses conferred by this Section 6.1 are not exclusive of any other rights that an Indemnitee may have or acquire under any statute, bylaw, agreement, vote of shareholders or disinterested directors, this Certificate of Incorporation or otherwise. d. Advancement of Expenses. The Corporation shall, from time to time, reimburse or advance to any Indemnitee the funds necessary for payment of expenses, including attorneys' fees and disbursements, incurred in connection with defending any proceeding for which he or she is indemnified by the Corporation, in advance of the final disposition of such proceeding; provided that, if then required by the General Corporation Law of the State of Delaware, the expenses incurred by or on behalf of an Indemnitee may be paid in advance of the final disposition of a proceedings only upon receipt by the Corporation of an undertaking by or on behalf of such Indemnitee to repay any such amount so advanced if it is ultimately determined by a final and unappealable judicial decision that the Indemnitee is not entitled to be indemnified for such expenses. Section 6.2. Officers, Employees and Agents. The Board of Directors may, on behalf of the Corporation, grant indemnification to any officer, employee, agent or other individual to such extent and in such manner as the Board of Directors in its sole discretion may from time to time and at any time determine, in accordance with the General Corporation Law of the State of Delaware. ARTICLE VII General Provisions Section 7.1. Fiscal Year. The fiscal year of the Corporation will be fixed by the Board of Directors. Section 7.2. Amendments. These Bylaws may be amended or repealed or new Bylaws may be adopted (i) at any regular or special meeting of shareholders at which a quorum is present or represented, by the vote of the holders of a majority of the shares entitled to vote in the election of any directors, provided notice of the proposed alteration, amendment or repeal is contained in the notice of such meeting; or (ii) by affirmative vote of a majority of the Board of Directors at any regular or special meeting thereof. Section 7.3. Books and Records; Examination. Any records maintained by the corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in any form of information storage, provided that the records can be converted into clearly legible form within a reasonable time. The books and records of the Corporation may be kept outside of the State of Delaware. Except as may otherwise be provided by the General Corporation Law of the State of Delaware, the Board of Directors will have the power to determine from time to time whether and to what extent and at what times and places and under what conditions any of the accounts, records and books of the Corporation are to be open to the inspection of any shareholder. 10

Section 7.4. Dividends. Subject to the provisions, if any, of the General Corporation Law of Delaware and the Certificate of Incorporation, dividends on the capital shares of the Corporation may be declared by the Board of Directors at any regular or special meeting. Dividends may be paid in cash, in property or in shares of the capital stock. Before payment of any dividend, the Board of Directors may set aside out of any funds of the Corporation available for dividends such reserves for any purpose that the directors will think conducive to the interests of the Corporation. Section 7.5. Seal. The Corporation may or may not have a corporate seal, as may from time to time be determined by resolution of the Board of Directors. If a corporate seal is adopted, it will have inscribed thereon the name of the corporation and the words "Corporate Seal" and "Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced or by causing the word {SEAL}, in brackets, to appear where the seal is required to be impressed or affixed. 11

[Stock Certificate Border Graphics] Number Shares [No. of Cert] [No. of Shares] Cancer Therapeutics, Inc. Incorporated Under the Laws of the State of Delaware 100,000,000 Common Shares Authorized, $001 Par Value THIS CERTIFIES THAT [Name of Shareholder] IS THE RECORD HOLDER OF [Number of Shares] transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunto affixed this_____ day of ____________ A.D. ________. President [Graphic of Corporate Seal] [Border Graphics]

K E N N E T H I. D E N O S, P. C. 11585 SOUTH STATE #102 DRAPER, UTAH 84020 (801)619-1195 FAX:(801)816-2599 KDENOS@DENOSLAW.COM December 29, 2004 Board of Directors Cancer Therapeutics, Inc. 210 w. Hansell St. Thomasville, GA 31792 Re: Opinion and Consent of Counsel with respect to Registration Statement on Form SB-2 TO WHOM IT MAY CONCERN: You have requested the opinion and consent of this law firm, as counsel, with respect to the proposed issuance and public distribution of certain securities of Cancer Therapeutics, Inc. pursuant to the filing of a registration statement on Form SB-2 with the Securities and Exchange Commission. The proposed offering and public distribution relates to 1,000,000 shares of common stock, $.001 par value to be offered and sold to the public at a price of $.50 per share. It is our opinion that the shares of common stock will, when issued in accordance with the terms and conditions set forth in the registration statement, be legally issued, duly authorized, validly issued, fully paid and non-assessable shares of common stock of Cancer Therapeutics in accordance with the State of Delaware corporation laws, statutory provisions, all applicable provisions of the Delaware Constitution , and reported decisions interpreting those laws. We hereby consent to be named as counsel for Cancer Therapeutics in the registration statement and prospectus included therein. Sincerely yours, KENNETH I. DENOS, P.C.
/s/ Kenneth I. Denos _______________________ Kenneth I. Denos

KID:mf

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE LAW AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR STATE LAW OR, IN THE OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THE SECURITIES, SUCH OFFER, SALE, OR TRANSFER, PLEDGE, OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. Void after 5:00 p.m., Pacific Standard Time on May 27, 2007 WARRANT This certifies that, for value received, Healthcare Enterprise Group, Inc., a Delaware corporation, or registered assigns (the "Holder"), is entitled to purchase at a price of ($0.00384615384615) per share (the "Exercise Price"), subject to the provisions of this Warrant, from Cancer Therapeutics, Incorporated, a Tennessee corporation (the "Company"), Six Million, Five Hundred Thousand (6,500,000) shares of the unregistered Common Stock of the Company. The shares of common stock issuable from the exercise of the Warrant are hereafter referred to as the "Warrant Stock". 1. Exercise of Warrant. This Warrant may be exercised in whole or in part at any time or from time to time on or after January 1, 2005, but not later than 5:00 p.m., Pacific Daylight Time, on May 27, 2007, or if such date is a day on which federal or state chartered banking institutions are authorized by law to close, then on the next succeeding day which shall not be such a day, by presentation and surrender thereof to the Company at its principal office, with the Purchase Form annexed hereto duly executed and accompanied by payment, in cash or by certified or official bank check, payable to the order of the Company, of the Exercise Price for the number of shares of Warrant Stock specified in such form, together with all taxes applicable upon such exercise. If this Warrant should be exercised in part only, the Company shall upon surrender of this Warrant for cancellation, execute and deliver a new Warrant of the same tenor evidencing the right of the Holder to purchase the balance of the shares of Warrant Stock purchasable hereunder upon the same terms and conditions as herein set forth. 2. Fractional Shares. No fractional shares or stock representing fractional shares shall be provided by the Company upon the exercise of this Warrant. In lieu of any fractional shares which would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the fair market value of one share of the Warrant Stock on the date of exercise, as determined in good faith by the Company. 3. Transfer, Exchange, Assignment or Loss of Warrant. 1

3.1 This Warrant may not be assigned or transferred except as provided herein and in accordance with and subject to the provisions of the Securities Act of 1933 and the Rules and Regulations promulgated thereunder (said Act and such Rules and Regulations being hereinafter collectively referred to as the "Act"). Any purported transfer or assignment made other than in accordance with this Section 3 and Section 7 hereof shall be null and void and of no force and effect. 3.2 This Warrant may be transferred or assigned only with the written consent of the Company, which shall not be unreasonably withheld. In addition, this Warrant shall be transferable only upon the opinion of counsel satisfactory to the Company, which may be counsel to the Company, that (i) the transferee is a person to whom the Warrant may be legally transferred without registration under the Act; and (ii) such transfer will not violate any applicable law or governmental rule or regulation including, without limitation, any applicable federal or state securities law, as further referenced in Section 7 below. Prior to the transfer or assignment, the assignor or transferor shall reimburse the Company for its reasonable expenses, including attorneys' fees, incurred in connection with the transfer or assignment. 3.3 Any assignment permitted hereunder shall be made by surrender of this Warrant to the Company at its principal office with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax. In such event the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be cancelled. This Warrant may be divided or combined with other Warrants which carry the same rights upon presentation thereof at the principal office of the Company together with a written notice signed by the Holder thereof, specifying the names and denominations in which new Warrants are to be issued. The terms "Warrant" and "Warrants" as used herein includes any Warrants in substitution for or replacement of this Warrant, or into which this Warrant may be divided or exchanged. 3.4 Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant shall thereupon become void. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not the Warrant so lost, stolen, destroyed or mutilated shall be at any time enforceable by anyone. 3.5 Each Holder of this Warrant, the shares of Warrant Stock issued hereunder or any other security issued or issuable upon the exercise of this Warrant shall indemnify and hold harmless the Company, its directors and officers, and each person, if any, who controls the Company, against any losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer or any such person may become subject under the Act or statute or common law, insofar as such losses, claims, damages or liabilities, or actions in respect thereof, arise out of or are based upon the disposition by such Holder of the Warrant, the shares of Warrant Stock acquired under the Warrant, or other such securities in violation of this Warrant. 4. Rights of the Holder. The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law or equity, and the 2

rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein. 5. Demand Registration Rights. 5.1 Demand Registration. (a) If the Company shall receive, at any time during the two (2) year period commencing January 1, 2005, a written request from the Holder that the Company file a registration statement under the Act covering the registration of the Warrant Stock, then as soon as practicable thereafter, and subject to the limitations and restrictions contained in this Section 5, the Company shall use its reasonable best efforts to effect the registration of all of the shares of Warrant Stock which the Holder requests to be registered. (b) The Company is obligated to effect only one (1) demand registration pursuant to this Section 5. 5.2 Obligations of the Company. Whenever required under Section 5 to use its reasonable best efforts to effect the registration of any Warrant Stock, the Company shall do the following as expeditiously as possible: (a) Prepare and file with the SEC a registration statement with respect to such Warrant Stock and use its reasonable best efforts to cause such registration statement to become and remain effective. (b) Prepare and file with the SEC such amendments and supplements to such registration statements and the prospectus used in connection therewith to comply with the requirements of the Act. (c) Furnish to the Holder such number of copies of a prospectus (including a preliminary prospectus), in conformity with the requirements of the Act, and such other documents as the Holder may reasonably request in order to facilitate the disposition of the Warrant Stock to be sold under the registration statement. (d) Use its reasonable best efforts to register and qualify the securities covered by such registration statements under the securities laws of such states of the United States as shall be reasonably appropriate for the distribution of the securities covered by such registration statement. 5.3 Expenses of Registration. All expenses incurred in connection with any registration, qualification, or compliance pursuant to Section 5 of this Warrant shall be borne by the Company. 5.4 Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC which may permit the sale of any outstanding shares to the public without registration, the Company agrees after any registration to use its best efforts to: 3

(a) make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times; and (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Act and the Securities Exchange Act of 1934, as amended, as long as it is subject to such reporting requirements. 5.5 No Transfer of Registration Rights. The rights to cause the Company to register the Warrant Stock under this Warrant may not be assigned by the Holder without the written consent of the Company. 6. Adjustment of Exercise Price and Number of Shares. The number and kind of securities issuable upon the exercise of this Warrant and the Exercise Price of such securities shall be subject to adjustment from time to time upon the happening of certain events as follows: 6.1 Adjustment for Dividends in Stock. In case at any time or from time to time on or after the date hereof the holders of the Common Stock of the Company (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive without payment therefor, other or additional stock of the Company by way of dividend, then and in each case, the Holder of this Warrant shall, upon the exercise hereof be entitled to receive, in addition to the number of shares of Warrant Stock receivable thereupon, and without payment of any additional consideration therefor, the amount of such other or additional stock of Company which such Holder would hold on the date of such exercise had it been the holder of record of such shares of Warrant Stock on the date hereof and had thereafter, during the period from the date hereof to and including the additional stock receivable by it as aforesaid during such period, giving effect to all adjustments called for during such period by paragraphs (a) and (b) of this Section 6. 6.2 Adjustment for Reclassification, Reorganization or Merger. In case of any reclassification or change of the outstanding securities of the Company or of any reorganization of the Company (or any other corporation the stock or securities of which are at the time receivable upon the exercise of this Warrant) on or after the date hereof, or in case, after such date, the Company (or any such other corporation) shall merge with or into another corporation or convey all or substantially all of its assets to another corporation, then and in each such case the Holder of this Warrant, upon the exercise hereof at any time after the consummation of such reclassification, change, reorganization, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consummation, the stock or other securities or property which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto. In each such case, the terms of this Section 6 shall be applicable to the shares of stock or other securities properly receivable upon the exercise of this Warrant after such consummation. 6.3 Stock Splits and Reverse Stock Splits. If at any time on or after the date hereof the Company shall subdivide its outstanding shares of Warrant Stock into a greater number of shares, the Exercise Price in effect immediately prior 4

to such subdivision shall thereby be proportionately reduced and the number of shares of Warrant Stock receivable upon exercise of the Warrant shall thereby be proportionately increased; and, conversely, if at any time on or after the date hereof the outstanding number of shares of Warrant Stock shall be combined into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall thereby be proportionately increased and the number of shares of Warrant Stock receivable upon exercise of the Warrant shall thereby be proportionately decreased. 7. Transfer to Comply with the Securities Act of 1933. 7.1 Unless registered under the Act pursuant to Section 5 herein, this Warrant and the shares of Warrant Stock issued hereunder or any other security issued or issuable upon exercise of this Warrant may not be sold, transferred or otherwise disposed of, except to a person who, in the opinion of counsel reasonably satisfactory to the Company, is a person to whom this Warrant or such shares of Warrant Stock may legally be transferred pursuant to Section 3 hereof without registration and without the delivery of a current prospectus under the Act with respect thereto and then only against receipt of an agreement of such person to comply with the provision of this Section 7 with respect to any resale or other disposition of such securities unless, in the opinion of such counsel, such agreement is not required. 7.2 Unless registered under the Act pursuant to Section 5 herein, the Company may cause the following legend to be set forth on each certificate representing shares of Warrant Stock acquired under this Warrant or any other security issued or issuable upon exercise of this Warrant, unless counsel for the Company is of the opinion as to any such certificate that such legend is unnecessary: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE LAW AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR STATE LAW OR, IN THE OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THE SECURITIES, SUCH OFFER, SALE, OR TRANSFER, PLEDGE, OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. 7.3 Governing Law. This Warrant shall be governed by, and construed in accordance with, the laws of the State of California excluding that body of law pertaining to conflicts of law. 7.4 Notice. Notices and other communications to be given to the Holder of the Warrants evidenced by this certificate shall be delivered by hand or mailed, postage prepaid, to or such other address as the Holder shall have designated by written notice to the Company as provided herein. Notices or other communications to the Company shall be deemed to have been sufficiently given if delivered by hand or mailed postage prepaid to the Company at 412 Chelsa Cove, Franklin, Tennessee 37064, attn: Robert K. Oldham, or such other address as the Company shall have designated by written notice to such registered owner as herein provided. Notice by mail shall be deemed given when deposited in the United States mail, postage prepaid, as herein provided. 5

[CONTINUED ON NEXT PAGE] 6

IN WITNESS WHEREOF, the authorized officer of the Company has executed this Warrant to be effective as of the date first set forth above. Cancer Therapeutics, Incorporated a Tennessee corporation By: Robert K. Oldham, President 7

PURCHASE FORM The undersigned hereby irrevocably elects to exercise the within Warrant to the extent of purchasing _________ shares of Warrant Stock, and hereby makes payment of $________ in payment of the actual exercise price thereof. Signature ASSIGNMENT FORM FOR VALUE RECEIVED, _______________________ hereby sells, assigns and transfers (please type or print) unto (please type or print) (address) the right to purchase shares of Warrant Stock represented by this Warrant to the extent of __________ shares as to which such right is exercisable, and does hereby irrevocably constitute and appoint the Company and/or its transfer agent as attorney to transfer the same on the books of the Company with full power of substitution in the premises. Signature 8

John D. Thomas Attorney 887 W. Vahe St. Draper, Utah 84020 801-414-5383 Licensed in Texas and Utah May 10, 2004 Attn Robert Oldham Cancer Therapeutics 210 W. Hansell St. Thomasville, GA 31792 Re:Engagement as General Counsel Dear Mr. Oldham: Thank you for engaging me as general counsel for Cancer Therapeutics, Incorporated ("CTI"). The purpose of this letter is to set forth the duties and responsibilities of John D. Thomas ("JDT") (hereafter, the "Engagement"). Please review this letter carefully and, if it meets with your approval, please sign the enclosed copy of this letter and return it to me at the above address. 1. Services and Scope of Engagement JDT's Engagement is limited to the Following: i. Providing general corporate legal services; ii. Reviewing, drafting and editing contracts; iii. Assisting with various limited governmental filings; and iv. Other tasks directly related to legal issues of CTI. JDT's acceptance of this Engagement does not involve an undertaking to represent your interests in any other matter. 2. Fees for Professional Services. CTI agrees to pay JDT 6,500,000 shares of CTI's common stock upon execution of this Agreement. 3. Termination & Withdrawal (a) Termination. You may terminate JDT's representation at any time by notifying the undersigned. Your termination of our services will not affect your responsibility for the payment of fees as set forth herein. If such termination occurs, your papers and property will be returned to you promptly upon receipt of payment for outstanding fees and costs. (b) Withdrawal

I may withdraw from representation if you fail to fulfill your obligations under this Engagement, or as permitted or required under any applicable law, standard of professional conduct or rule of court, or upon our reasonable notice to you. Once again, thank you for selecting me to represent your company. Please call me if you have any questions. Very truly yours,
/s/ John D.Thonmas ___________________ John D. Thomas

Agreed and accepted: Cancer Therapeutics, Incorporated
By:/s/ Robert Oldham _________________________________ Robert Oldham President

SERVICES AGREEMENT THIS SERVICES AGREEMENT (the "Agreement") is made and entered into this 15th day of May, 2004, by and between CANCER THERAPEUTICS, INCORPORATED, a Tennessee corporation ("CTI"), and Chene Gardner, an individual residing in South Ogden, Utah ("CG"), collectively referred to hereinafter as the "Parties" or individually as a "Party." RECITALS CTI desires to engage CG, and CG desires to accept such engagement from CTI, to perform various financial and accounting services in accordance with generally accepted accounting principles (the "Services"), including, but not limited 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 Parties concerning the subject matter hereof, and all other agreements, understandings and documents are hereby merged into this Agreement and made a part hereof. NOW THEREFORE, In consideration of the foregoing premises and the mutual covenants contained herein, the Parties hereto agree as follows: AGREEMENT 1. TERM. This Agreement shall commence on the Effective Date and may be terminated by either Party at any time with thirty (30) days' written notice to the other Party of the intent to terminate. Upon the termination of this Agreement, all obligations of the Parties shall cease, except that the provisions of this Agreement contained in Sections 8 and 9 shall continue in effect. 2. SERVICES. 2.1. During the term of this Agreement, CG agrees to provide the Services as requested by CTI on a continuous basis and in accordance with accepted industry practices and guidelines and all applicable federal, state and local laws, rules and regulations. CG also agrees to provide the Services pursuant to the guidelines and requirements promulgated by CTI from time to time and provided to CG by CTI. 2.2. During the term of this Agreement, CTI understands, agrees and acknowledges 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. 1

3. FEES AND EXPENSES. 3.1. FEES. In exchange for his Services under this Agreement, CG shall receive from CTI a non-refundable fee in the amount of Fifty Thousand Dollars and No Cents ($ 50,000.00), payable as of the Effective Date of this Agreement. 3.2. EXPENSES. Unless otherwise specified in writing, CG shall be responsible for all expenses incurred while performing services under this Agreement. This includes license fees, memberships and dues; general automobile and other travel expenses; meals and entertainment; insurance premiums; and all salary expenses and other compensation paid to employees or contract personnel CG hires to complete the work under this Agreement, unless approved by CTI in advance. Notwithstanding the above, CTI will reimburse CG for documented, out-ofpocket expenses incurred in connection with the Services performed by CG under this Agreement. 4. OBLIGATIONS OF CTI. 4.1. Information. CTI will provide CG with all material information relevant in his performance of the Services under this Agreement. CTI will ensure that information so supplied is true and accurate in all material respects and is not misleading, whether by omission or otherwise. 4.2. Authorization. CTI confirms and undertakes that it has all necessary powers and has obtained or will obtain all necessary authorizations, consents and approvals, including from the board of directors of CTI, validly and lawfully required to enter into this Agreement. The entering into of this Agreement does not violate the Bylaws of CTI or any other agreement. 4.3. Accuracy. In performing his services hereunder, CG shall be entitled to assume the accuracy and completeness of all financial and other information that may be furnished to CG by CTI and CG will not be responsible for independently verifying the accuracy and completeness of such information, and CTI 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 and maintaining his professional licenses, and/or certifications, if any, and obtaining any continuing education or certification that is required or is prudent to remain current and knowledgeable in his field. 5.2. Federal and State Taxes. CG shall pay all taxes incurred while performing the Services under this Agreement, including all applicable income taxes and self-employment (social security) taxes. Upon demand, CG shall provide CTI with proof that such payments have been made. 5.3. No Conflicts. CG hereby represents that, to the best of his knowledge and belief, the performance by CG of all of the terms of this Agreement and work as an independent contractor for CTI does not breach any oral or written agreement which CG has made prior to the Effective Date of this Agreement. 6. INDEPENDENT CONTRACTOR STATUS. CG is an independent contractor, not an employee of CTI. Any employee or contract personnel employed or hired by CG to complete the work under this Agreement are not employees of CTI. CG and CTI agree to the following terms and conditions consistent with an independent contractor relationship: 6.1. This Agreement is non-exclusive, and CG has the right to perform services for others during the term of this Agreement, provided such services are not in conflict with the Services to be performed by CG under this Agreement; 6.2. CG has the sole right to control and direct the means, manner and method by which the Services will be performed; 2

6.3. CG has the right to perform the Services at any place, location or time; 6.4. CG will furnish all equipment and materials used to provide the Services; 6.5. CG has the right to hire assistants as subcontractors, or to use employees to provide the Services, without the approval of CTI; 6.6. Neither CG nor any employee or contract personnel employed or hired by CG shall receive any training from CTI in the skills necessary to perform the Services; and 6.7. CTI shall not require CG or any employee or contract personnel employed 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 or contract personnel employed or hired by CG are eligible to participate in any employee pension, health, vacation pay, sick pay or other fringe benefit plan of CTI. 7.2. Workers' Compensation. CTI shall not obtain workers' compensation insurance on behalf of CG or any employee or contracted personnel employed or hired 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 a certificate of workers' compensation insurance before the employees begin the work. 7.3. Unemployment Compensation. CTI shall make no state or federal unemployment compensation payments on behalf of CG any employee or contract personnel employed or hired by CG. CG will not be entitled to these benefits in connection with the Services performed under this Agreement. 7.4. Insurance. CTI shall not provide any insurance coverage of any kind for CG or any employee or contract personnel employed or hired by CG. 8. CONFIDENTIAL INFORMATION. CG acknowledges that during the term of this Agreement, CG will develop, discover, have access to, and become acquainted with technical, financial, marketing, personnel, and other information relating to the present or contemplated products or the conduct of business of CTI which is of a confidential and proprietary nature (the "Confidential Information"). CG agrees that all files, records, documents, and the like relating to such Confidential Information, whether prepared by him or otherwise coming into his possession, shall remain the exclusive property of CTI, and CG hereby agrees to promptly disclose such Confidential Information to CTI upon request and hereby assigns 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 use his best efforts to prevent the disclosure or use of any Confidential Information either during the term of this Agreement or at any time thereafter, except as may be necessary in the ordinary course of performing the Services under this Agreement. Upon termination of this Agreement for any reason, CG shall promptly deliver to CTI all materials, documents, data, equipment, and other physical property of any nature containing or pertaining to any Confidential Information, and CG shall not take from CTI, without its prior written consent, any such material or equipment or any reproduction thereof. 9. INDMENITY. CTI hereby agrees to indemnify and hold harmless CG, its agents, representatives, employees, partners and independent contractors for any losses, damages or expenses that may be incurred by CG or such other parties as a result of any breach of any covenant, agreement, representation or warranty made hereunder or any other loss, damage or expenses incurred by CG or such other parties resulting from the acts or actions of CTI under this Agreement. CG hereby agrees to indemnify and hold harmless CTI, its agents, representatives, employees and independent contractors for any losses, damages or expenses that may be incurred by CTI or such other parties as a result of any breach of any covenant, agreement, representation or warranty made under this Agreement by CG in connection herewith. 3

10. MISCELLANEOUS. 10.1. Waiver. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. No waiver by any party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by law or otherwise afforded, will be cumulative and not alternative. 10.2. Amendment. This Agreement shall not be amended or modified, nor rights hereunder waived, except by writing, signed by both Parties. 10.3. No Third Party Beneficiary. The terms and provisions of this Agreement are intended solely for the benefit of each Party hereto and their respective successors or permitted assigns, and it is not the intention of the parties hereto to confer third-party beneficiary rights upon any person. 10.4. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, and if the rights or obligations of any Party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be full severable, (b) this Agreement will be constituted and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, 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 more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Parties acknowledge that the persons named below have the requisite authority to execute this Agreement and bind their respective principals. 10.6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Utah without regard to the conflict of laws. The Parties further agree that proper venue and jurisdiction for any dispute under this agreement shall be the courts in the State of Utah 10.7. Notices. All notices, demands to other communications to be given under or by reason of the Agreement shall be in writing and shall be deemed to have been received when delivered personally, or when transmitted by facsimile or 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 37064 Either Party hereto may change its address for notices, demands and other communications hereunder by giving notices of such change to the other party in accordance with this Section 10.7. 4

10.8. Assignment; Binding Effect. This Agreement may not be assigned by either Party without the prior written consent of the other. This Agreement shall bind the Parties hereto and their assigns and successors in interest. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the date set forth above. "CG"
/s/ Chene Gardner ______________________________ Chene Gardner

"CTI" Cancer Therapeutics, Incorporated
/s/ Robert Oldham _______________________________ Robert Oldham, President

K E N N E T H I. D E N O S, P. C. 11585 SOUTH STATE ST. SUITE #102 SALT LAKE CITY, UTAH 84 020 (801) 816-2511 FAX: (801) 816-2599 KDENOS@DENOSLAW.COM July 14, 2004 Attn Robert Oldham Cancer Therapeutics 210 W. Hansell St. Thomasville, GA 31792 Re:Engagement of Cancer Therapeutics, Incorporated Dear Bob: Thank you for selecting Kenneth I. Denos, P.C., a Utah professional corporation ("KIDPC"), to represent Cancer Therapeutics, Incorporated (the "Company") in connection with the preparation of the Company's SB-2 filing. The purpose of this letter is to set forth the terms of such representation (hereafter, the "Engagement"). Please review this letter carefully and, if it meets with your approval, please sign the enclosed copy of this letter and return it to me at the above address. 1. Services and Scope of Engagement KIDPC's Engagement is limited to the Following: 1.1 Drafting an SB-2 Registration Statement; 1.2 Answering any comments from the SEC. KIDPC's acceptance of this Engagement does not involve an undertaking to represent the Company or your interests in any other matter. 2. Fees for Professional Services. 2.1 $100,000 for drafting and filing the SB-2 with the SEC. 2.2 $50,000 for the successful listing of the Company as a Bulletin Board Company. 3. Payment $100,000 shall be paid by the Company upon filing the SB-2 with the SEC. $50,000 shall be paid by the Company to KIDPC upon successful listing of the Company. 4. Representations & Warranties of the Company In connection with the Engagement, Robert Oldham, on behalf of the Company, makes the following representations and confirms to the best of his knowledge and belief, the following:

Cancer Therapeutics, Incorporated Page 2 (a) The financial statements of the Company for the twenty-four (24) months prior to this Engagement have been presented in accordance with generally accepted accounting principles applied on a consistent basis. There have been no significant changes in the nature or volume of the Company's business. (b) All shares of the Company's capital stock issued and outstanding have been authorized by the Company's board of directors, and are fully paid and are non-accessible shares. (c) All shares of the Company's capital stock issued and outstanding were issued for services rendered to the Company and without cash consideration. Therefore, no cash has been presented to the Company and no subscription documents have ever been submitted to the Company. (d) The Company has made available to KIDPC all financial records and related data and minutes of the meetings of stockholders, directors and committees of directors, or summaries of actions of recent meetings for which minutes have not yet been prepared. (e) There has been no: (i) Fraud involving management or employees, the result of which have a material effect on the business, results of operations, or financial condition of the Company; or (ii) Communications from regulatory agencies concerning noncompliance with, or deficiencies in, operational or financial reporting practices that could have a material effect business, results of operations, or financial condition of the Company. (f) The Company has no plans or intentions that may materially affect the carrying value or classification of assets. (g) The following have been properly recorded and/or disclosed in the Company's financial statements and in reports required to be filed with U.S. federal and state regulatory agencies: (i) Related party transactions and related amounts receivable or payable including sales, purchases, loans, transfers, leasing arrangements and guarantees, all of which have been recorded in accordance with the economic substance of the transactions; (ii) All material contracts and agreements affecting the Company, its business, operations, or financial condition; (iii)Capital stock repurchase options or agreements or capital stock reserved for options, warrants, conversions or other requirements; or (iv) Concentrations of credit risk. (h) There are no unasserted claims or assessments against the Company or its officers or directors that are probable of assertion that have not been disclosed in the Company's prior reports filed with the Securities and Exchange Commission. (i) The Company has satisfactory title to all owned assets. (j) The Company has complied with all aspects of contractual agreements that would have a material effect on the interim financial information in the event of noncompliance.

Cancer Therapeutics, Incorporated Page 3 (k) The Company has provided to KIDPC all information necessary or relevant to the Engagement and such information does not contain any untrue fact or omit to state a material fact necessary in order to make the information provided, in light of the circumstances in which such information has been provided and will be presented to the public in the course of the Engagement, not misleading. 5. Termination & Withdrawal (a) Termination. The Company may terminate KIDPC's representation at any time by notifying the undersigned. Your termination of our services will not affect the Company's responsibility for the payment of fees as set forth herein. If such termination occurs, the Company's papers and property will be returned to the Company promptly upon receipt of payment for outstanding fees and costs. Our own files, including lawyer work product, pertaining to the matter will be retained. (b) Withdrawal We may withdraw from representation if you fail to fulfill your obligations under this Engagement, or as permitted or required under any applicable law, standard of professional conduct or rule of court, or upon our reasonable notice to you. 6. Arbitration Although we do not expect that any dispute between us will arise, in the event of any dispute under this Engagement, including a dispute regarding the amount of fees or the quality of our services, such dispute shall be determined by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association by one arbitrator appointed in accordance with said rules. Any such Arbitration shall be held in Salt Lake City, Utah. The arbitrator shall have the discretion to order that the costs of arbitration, including fees, other costs and reasonable attorney's fees shall be borne by the losing party. By agreeing to this provision both the Company and KIDPC waive the right to a trial by jury or to a judge. You may wish to seek the advice of independent counsel of your choosing before agreeing to this provision. Once again, thank you for selecting Kenneth I. Denos, P.C. to represent the Company in this matter. Please call me if you have any questions. Very truly yours, KENNETH I. DENOS, P.C.
/s/ Kenneth I. Denos _____________________ Kenneth I. Denos President

Cancer Therapeutics, Incorporated Page 4 Agreed and accepted: Cancer Therapeutics, Incorporated
/s/ Robert Oldham _____________________________ Robert Oldham President

Industrial Management & Equity Limited 28 Welbeck Street, London W1G 8EW Tel: 020 7224 5091 Fax: 020 7224 5093 20 September 2004 Robert Oldham President Cancer Therapeutics Inc. 210 W. Hansell St. Thomasville, GA 31792 Dear Mr. Oldham, You are hereby authorised and directed to issue shares of Cancer Therapeutics, Inc. ("the Company") which are required to be issued pursuant to that certain agreement between the Company and Industrial Management & Equity Limited and its nominated affiliates ("Industrial Management") dated 20 September 2004, to a trust of which Lyndon Gaborit and/or his family members are the beneficiaries, or to such other nominee as may be designated by Industrial Management. Yours sincerely,
/s/ Lyndon Gaborit ____________________ Lyndon Gaborit Managing Director of Industrial Management & Equity Limited

Incorporated in the U.K. Company No. 2565051 VAT registration No. 577 3156 17-Registered office 1 Lumley St. Mayfair W1Y 2NB E-mail: LGaborit@aol.com

2 We hereby agree to observe and be bound by the engagement and terms and conditions of Industrial Management as set out in the attachment.
/s/ Robert Oldham _________________________ Signed Robert Oldham Cancer Therapeutics, Inc. September 20, 2004 __________________ Date

Duly authorised for and on behalf of Cancer Therapeutics Inc. Incorporated in the U.K. Company No. 2565051 VAT registration No. 577 3156 17-Registered office 1 Lumley St. Mayfair W1Y 2NB E-mail: LGaborit@aol.com

3 Industrial Management & EquityLimited 28 Welbeck Street, London W1G 8EW Tel: 020 7224 5091 Fax: 020 7224 5093 20 September 2004 Robert K. Oldham, M.D. Chief Executive Officer Cancer Therapeutics, Inc. 210 West Hansell Street Thomasville, Georgia 31792 Dear Dr. Oldham, Further to our recent discussions, I am writing to agree formally the terms and conditions upon which Industrial Management & Equity Limited and its nominated affiliates ("Industrial Management") would act as strategic adviser to Cancer Therapeutics, Inc. ("the Company") in relation to various business development and advisory services described below ("the Proposed Transaction"). 1. Engagement The Company hereby engages Industrial Management, and Industrial Management agrees to act, as the Company's strategic adviser in relation to gathering market intelligence regarding the Proposed Transaction. Industrial Management will identify and introduce suitable potential customers, suppliers, joint venture partners, or acquisition/merger opportunities for the Company In carrying out the assignment, Industrial Management will expect its responsibilities to include (but not necessarily be limited to) the following services: a) Survey the UK and European market, and maintain a watching brief, to ascertain what opportunities might be advanced on the Company's behalf to establish a commercial presence in Europe, b) Conduct specific negotiations with potential customers, suppliers, or strategic partners either nominated or approved by the Company, c) Industrial Management will take purely an introductory role in relation to any such transaction and would not advise the Company in relation to the details of any transaction, apart from general strategic advice in relation to the Proposed Transaction should it be authorised to proceed by the Company, including strategy, tactics, timing, and the approach to be adopted in negotiations; d) Acting at all times in accordance with the Company's reasonable instructions; and e) Such other advice and assistance as the Company may reasonably request in relation to the Proposed Transaction. Incorporated in the U.K. Company No. 2565051 VAT registration No. 577 3156 17-Registered office 1 Lumley St. Mayfair W1Y 2NB E-mail: LGaborit@aol.com

4 2. Fees and Expenses In consideration of the provision of the services referred to in paragraph 1 above, the Company agrees that it will pay Industrial Management the following: a) One Hundred Fifty Thousand (150,000) shares of its common stock; b) The Company shall reimburse all reasonable out of pocket expenses incurred by Industrial Management in relation to the Proposed Transaction, such as all travel, hotel accommodation costs and the reasonable fees and disbursements of any legal or other adviser retained by Industrial Management with the prior agreement of the Company; c) The Company shall be responsible for all other fees and expenses incurred in connection with the Proposed Transaction including, without limitation, the fees and disbursements of any other professional adviser engaged (with the prior approval of the Company) to provide advice or services in relation to the Proposed Transaction and any stamp and other duties and taxes together with any fees payable to any relevant regulatory authority; d) The amounts to be paid or reimbursed to Industrial Management under the terms of this letter of engagement shall be subject to all applicable value added tax thereon at the appropriate rate prevailing from time to time and will be paid within thirty days of the date of the issue of the relevant invoice. 3. General Terms and Conditions I would also draw your attention to the general terms and conditions set out in the Schedule attached to this letter, which shall apply in relation to the Proposed Transaction and be incorporated into this letter of engagement by reference. I will be grateful if you will sign and return the attached copy of this letter to indicate your acceptance of the terms and conditions outlined above. Yours sincerely,
/s/ Lyndon Gaborit __________________ Lyndon Gaborit Managing Director

Incorporated in the U.K. Company No. 2565051 VAT registration No. 577 3156 17-Registered office 1 Lumley St. Mayfair W1Y 2NB E-mail: LGaborit@aol.com

5 We hereby agree to observe and be bound by the engagement and terms and conditions of Industrial Management as set out in the attachment.
/s/ Robert K. Oldham ____________________ Signed Robert K. Oldham Cancer Therapeutics, Inc. September 20, 2004 __________________ Date

Duly authorised for and on behalf of Cancer Therapeutics, Inc. Incorporated in the U.K. Company No. 2565051 VAT registration No. 577 3156 17-Registered office 1 Lumley St. Mayfair W1Y 2NB E-mail: LGaborit@aol.com

6 SCHEDULE to a fee letter from Industrial Management Limited to Cancer Therapeutics Inc. (the "Company") Dated 20 September 2004 The following general terms and conditions shall apply in relation to and be deemed to be incorporated into the fee letter by reference. Words defined in the letter of engagement shall have the same meaning in this Schedule, save where the context otherwise requires. 1. Financial Services Authority Industrial Management is not authorised by the Financial Services Authority ("FSA") and only conducts those tasks of a strategic planning and negotiating nature that are acceptable under appropriate legislation. 2. Definitions In the fee letter and this schedule the following additional definitions shall have the meaning ascribed to them below: "acquisition " means any transaction or series or combination of transactions whereby, directly or indirectly, control of, or any interest in, the company or business forming the subject matter of the Proposed Transaction or any of its assets is transferred to the Company (or as it directs) for consideration, including the formation of a joint venture, minority investment or partnership or undertaking or any similar transaction. Acquisition also includes the transfer for consideration of part only of the assets or undertaking of the company or business forming the subject matter of the Proposed Transaction; "affiliate" means (i) any company, authorised by the FSA and nominated by Industrial Management which provides financial advice to the Company in relation to the Proposed Transaction (ii) any company in which Industrial Management or any company controlling, controlled by or under the same control as Industrial Management holds 20 per cent. or more of the shares carrying the right to attend and vote at a general meeting of such company or (iii) any company which shall be a holding company of Industrial Management from time to time; "consideration" means the total value of all cash, securities, other property, and any other consideration, including without limitation, any contingent, earned or other consideration, paid or payable, directly or indirectly, in connection with an acquisition. Consideration shall also be deemed to include any indebtedness (including, without limitation, short-term and long-term indebtedness, pension liabilities, guarantees, finance leases and other obligations) assumed or to be assumed in connection with the acquisition. The value of any securities (whether debt or equity) or other property shall be determined as follows: (i) the value of securities that are freely tradable in an established public market shall be the last closing market price (or in the absence of such a closing price, the mid-price between the indicative bid and offer prices) on the business day prior to the public announcement of the acquisition; and (ii) the value of securities which are not freely tradable or which have no established public market or, if the consideration consists of property other than securities, the value of such other property shall be the fair market value thereof as mutually agreed by the Company and Industrial Management (or, if they are unable to agree, by Independent appraisal by an appraiser appointed by Industrial Management). If the consideration to be paid is computed in any currency other than Pounds Sterling, the value of such Incorporated in the U.K. Company No. 2565051 VAT registration No. 577 3156 17-Registered office 1 Lumley St. Mayfair W1Y 2NB E-mail: LGaborit@aol.com

7 currency shall, for the purposes hereof, be converted into Pounds Sterling at the prevailing exchange rate on the date or dates on which such consideration is to be invoiced; 3. Provision of Information and Confidentiality The following terms will govern the treatment of information and advice supplied by the parties under the terms of this letter of engagement: a) The Company will provide Industrial Management with such information as is necessary and appropriate in order to provide the services specified in this fee letter. Industrial Management will keep confidential and not use, other than in connection with the Proposed Transaction, any information which is not in the public domain or until such information enters the public domain, save that Industrial Management shall where so required be entitled to disclose any information known to it or its affiliates, and to produce documents and other materials in its or their possession or under its or their control, relating to the Proposed Transaction or any related matter to any Court, Tribunal, or other regulatory body under whose regulation Industrial Management, its affiliates or the Company falls from time to time; and b) The Company recognises and acknowledges that Industrial Management will use and rely primarily on the information provided to it by the Company or its other advisers without having independently verified the accuracy thereof and the Company accepts that Industrial Management does not assume responsibility for the accuracy or completeness of such information. 4. Indemnity The Company hereby agrees with Industrial Management for itself and on trust for each of the others referred to below: a) To indemnify and hold harmless Industrial Management and its affiliates, and their respective directors, officers, agents and employees (" Indemnified Persons " or " Indemnified Person " as the case may be) from and against any and all losses, costs, claims, actions, expenses, judgements, charges, proceedings, liabilities and damages (" Claim" or "Claims " as the case may be) which an Indemnified Person may suffer or incur (including, without limitation, all costs, charges and expenses which any Indemnified Person may suffer or incur in disputing or investigating any such Claim, whether or not such Claim is successful, compromised or settled ) arising directly or indirectly out of or in connection with the services provided under the fee letter and will reimburse Industrial Management and any Indemnified Person for all time, costs and expenses incurred in connection with investigating, preparing for or defending any such Claim or other proceeding whether or not Industrial Management or any Indemnified Person is named as a party thereto and whether or not any liability results therefrom. b) That neither Industrial Management nor any other Indemnified Person shall have any liability (whether direct or indirect, in contract tort or otherwise) to the Company or its shareholders or any holding company of the Company or any subsidiary or subsidiary of such holding company or their respective directors, officers, employees or agents for or in connection with the engagement except for any such liability for claims, liabilities, losses, damages or expenses incurred by the Company which arise from Industrial Management's failure to exercise the degree of skill, care and diligence required of it under the Act in the provision of investment business services and investment advice. Incorporated in the U.K. Company No. 2565051 VAT registration No. 577 3156 17-Registered office 1 Lumley St. Mayfair W1Y 2NB E-mail: LGaborit@aol.com

8 5. E-Mail Where information or data is transferred by e-mail in pursuance of any provision of this Agreement the transmitting party shall not be required to cause or procure the encryption of such information or data or the integrity of the transmission (other than the correct addressing thereof) and any discovery by a third party of the contents thereof or of any part thereof shall not be a breach of the above confidentiality provisions. 6. Validity of Instructions Industrial Management shall be entitled to assume that any instructions in relation to the Proposed Transaction have been properly authorised by the Company if they are given or purport to be given by an individual or person who is or purports to be or is reasonably believed by Industrial Management to be a director, employee or authorised agent of the Company; 7. Interests of Affiliates The Company accepts that Industrial Management's affiliates are engaged in the provision of a wide range of financial services including the giving of investment and other advice and may have an interest in, or conflict of duty in relation to, any transaction or matter which relates to the Proposed Transaction or to the services which are to be provided to the Company hereunder or may have a client or clients whose interests may give rise to such a conflict. 8. Independent Contractor Industrial Management is an independent contractor, not the Company's employee. Industrial Management's employees or contract personnel are not the Company's employees. Industrial Management and the Company agree to the following terms and conditions consistent with an independent contractor relationship: a) This agreement is non-exclusive, and Industrial Management has the right to perform services for others during the term of this Agreement, provided such services are not in conflict with the services to be performed by Industrial Management hereunder. b) Industrial Management has the sole right to control and direct the means, manner and method by which the services required by this Agreement will be performed. c) Industrial Management has the right to perform the services required by this Agreement at any place, location or time. d) Industrial Management will furnish all equipment and materials used to provide the services required by this Agreement. e) Industrial Management has the right to hire assistants as subcontractors, or to use employees to provide the services required by this Agreement, without the approval of the Company. f) Neither Industrial Management nor Industrial Management's employees or contract personnel shall receive any training from the Company in the skills necessary to perform the services required by this Agreement. g) The Company shall not require Industrial Management or Industrial Management's employees or contract personnel to devote full time to performing the services required by this Agreement. 9. Deductions and Withholdings All sums payable to Industrial Management or to any Indemnified Person shall be paid free and clear of all deductions or withholdings unless the deduction or withholding is required by law, in which case the Company shall pay such additional amount as shall be required to ensure that the net amount received by Incorporated in the U.K. Company No. 2565051 VAT registration No. 577 3156 17-Refistered office 1 Lumley St. Mayfair W1Y 2NB E-mail: LGaborit@aol.com

9 Industrial Management or that Indemnified Person will equal the full amount which would have been received by it had no such deduction or withholding been made. If the British Inland Revenue or any other taxing authority brings into charge to tax any sum payable to Industrial Management or any Indemnified Person by way of reimbursement or indemnity, the amount so payable shall be grossed up by such amount as will ensure that after deduction of the tax so chargeable (ignoring for this purpose the availability of any relief or other deductions available to Industrial Management or such Indemnified Person) there shall be left a sum equal to the amount that would otherwise be payable hereunder as a result of such reimbursement or indemnity. 9. Privacy of Advice The Company acknowledges and agrees that any advice provided by Industrial Management under the terms of this letter of engagement is provided solely for the benefit of the Company and its affiliates in relation to the Proposed Transaction and may not be used or relied upon in relation to any other matter or be disclosed to any other party without the prior written consent of Industrial Management. 10. Period and Scope of Arrangement This Agreement shall commence on the date of the engagement letter and will continue in force until determined: a) Within 30 days of Industrial Management giving notice to the Company in writing; or b) Within 30 days of the Company giving notice in writing to Industrial Management, with or without cause; save that the monthly retainer be for a minimum period of 6 months, or c) Until replaced by a later Agreement. All or any business dealings between the Company and Industrial Management are subject to this Agreement. a) Following termination, Industrial Management shall be entitled to recover all fees, costs and disbursements due and owing to them under this letter of engagement up to and including the date of termination. In addition, Industrial Management shall also be entitled to receive the success related fee, as set out in clause 2 b) of the letter engagement, computed pro-rata from the date of successful completion of a transaction up to and including the date of termination; b) A termination under this letter of engagement will not restrict the obligations of the Company to Industrial Management under paragraph 4 of this letter of engagement. c) If within 12 months of a termination under this letter of engagement, the Company enters into an agreement to sell, acquire, raise finance or enter any transaction as envisaged by this letter of engagement, with a party which had been introduced to the Company by Industrial Management, then Industrial Management will be entitled to recover all fees which would have been payable to it if the transaction contemplated by this letter of engagement had completed prior to termination. 11. Complaints Industrial Management undertakes that any complaint made in writing by the Company will be investigated by Industrial Management. Complaints should be addressed to The Managing Director, Industrial Management 28 Welbeck Street, London W1G 8EW. 12. Notices Incorporated in the U.K. Company No. 2565051 VAT registration No. 577 3156 17-Registered office 1 Lumley St. Mayfair W1Y 2NB E-mail: LGaborit@aol.com

10 (a) Any notice or demand given or served under this letter of engagement shall be in writing and shall be duly expressed to be a notice under this letter of engagement and will be deemed duly given or served if sent by facsimile at the time of transmission (subject to the correct code or facsimile number being received), or if posted, 48 hours after the time at which it was posted or, if delivered by hand, at the time of delivery if such a day is a Business Day (where Business Day means a day other than a Saturday or Sunday during normal business hours only and excludes bank holidays and public holidays) in London or if such day is not a Business Day on the next following Business Day, to the party to whom it is to be given or served at its address or facsimile number as set out below or such other address or facsimile number as such party may have previously communicated for such purpose by notice to the party giving such notice or demand. The addresses and facsimile numbers for service on the parties to this letter of engagement are: The Company: As stated at the end of this Schedule.
Industrial Management: Address: Attention: Facsimile Number: 28 Welbeck Street, London W1 The Managing Director +44 20 7224 5093

(b) Any party giving or serving a notice under this letter of engagement by facsimile shall, but without prejudice to the validity of the notice given, send a copy of the notice by pre-paid registered post to the party receiving such notice to that party's address set out above or to such other address as such party shall have previously communicated by notice to the party in accordance with this letter of engagement. 13. Severability If any term or provision of this letter of engagement shall be held to be illegal or unenforceable, in whole or in part, such term or provision or part shall to that extent be deemed not to form part of this letter of engagement and the enforceability of the remainder of this letter of engagement shall not be affected. 14. Amendment and Governing Law This letter, which may not be amended except in writing by both parties, represents the entire agreement between the parties and shall be governed by and construed in accordance with the laws of England and shall be subject to the jurisdiction of the British Courts. Incorporated in the U.K. Company No. 2565051 VAT registration No. 577 3156 17-Registered office 1 Lumley St. Mayfair W1Y 2NB E-mail: LGaborit@aol.com

11 Accepted and acknowledged for and on behalf of the Company:

Name: Robert Oldham_____________ Position: President_____ Company Fax Number for Notices: __________________ Address of Company Registered Office: 412 Chelsa Cove, Franklin, TN 37064 Address of Company for Notices (if different):__________________________ Incorporated in the u.K. Company No. 2565051 VAT registration No. 577 3156 17-Registered office 1 Lumley St. Mayfair W1Y 2NB E-mail: LGaborit@aol.com

SUBSCRIPTION AGREEMENT CANCER THERAPEUTICS, INC. 210 West Hansell Street Thomasville, GA 31792 This Subscription Agreement (this "Agreement") is entered into as of the date set forth below next to Subscriber's signature, by and between CANCER THERAPEUTICS, INC., a Delaware corporation (the "Company" or "Issuer"), and the Subscriber, (hereafter, the "Subscriber"). 1. Subscription. The Subscriber hereby subscribes for _______________ shares of common stock of the Company, par value $0.001 per share (the "Shares") for the purchase price of fifty cents ($0.50) per Share. The Subscriber hereby tenders to the Company the amount of _________________Dollars ($________________) (the "Invested Amount") as payment for these Shares. This Agreement is an irrevocable offer by the Subscriber to subscribe for the securities offered by the Company, and, subject to the terms hereof, shall become a contract for the sale of said securities upon the acceptance thereof by the Company. 2. Acceptance. The Subscriber acknowledges that this Agreement is subject to the Company's discretionary right to accept or reject the subscription herein, in full or in part, and the Subscriber will be notified upon closing of the offering (the "Acceptance Date") whether the Agreement has been accepted by the Company. If this Agreement is rejected for any reason, the Company shall promptly return to the Subscriber the Invested Amount submitted to the Company with this Agreement without interest or deduction, and this Subscription Agreement shall be null, void and of no effect. Acceptance of this Agreement by the Company will be evidenced by the execution hereof by an officer of the Company 3. Warranties of Company. The Company hereby represents and warrants that: (a) The issuance of the Shares to the Subscriber upon the terms and conditions set forth herein has been authorized by all requisite corporate action; (b) The Company is a corporation validly formed and existing in good standing as of the date hereof in the State of Delaware; and (c) Upon acceptance of this Agreement and delivery to the Subscriber of the stock certificate(s) representing the Shares, such Shares shall be validly issued, fully paid, and nonassessable. 4. Investment Risks. The Subscriber acknowledges that there are substantial risks incident to the acquisition of the Shares, and the Subscriber recognizes the speculative nature and risks of loss associated with investments of this type. 5. Cancer Therapeutics, Inc. Prospectus. The Subscriber represents that it has received a copy of Cancer Therapeutics, Inc.'s Prospectus dated __________________, 2005, including supplements and amendments thereto, concerning the operations and prospects for the Company (the "Prospectus"). 2

6. State of Residence or Domicile. The Subscriber represents that the Subscriber's address of principal residence (for individual purchasers) or principal office (for non-individual purchasers) is as follows: Street Address City State Zip Code Tel. No Fax No. 7. Additional Representations of Subscriber. The Subscriber hereby represents and warrants that: (a) The Subscriber's representations in this Agreement are complete and accurate to the best of the Subscriber's knowledge, and the Company may rely upon them. The Subscriber will notify the Company immediately if any material change occurs in any of this information before the sale of the Shares is consummated. (b) The Subscriber hereby agrees that the Subscriber does not have the right to cancel this Subscription Agreement, which shall survive the death, disability, or the cessation of existence as a legal entity, of the Subscriber. Further the Subscriber agrees that the Subscriber does not have the right, and will not attempt, to transfer its interest herein. (c) This Agreement when executed and delivered by the Subscriber will constitute a valid and legally binding obligation of the Subscriber, enforceable in accordance with its terms. The Subscriber, if it is a partnership, joint venture, corporation, trust or other entity, was not formed or organized for the specific purpose of acquiring the Shares. The purchase of the Shares by the Subscriber, if it is an entity investor, is a permissible investment in accordance with the Subscriber's Articles of Incorporation, Bylaws, Partnership Agreement, Declaration of Trust, or other similar charter document, and has been duly approved by all requisite action by the entity's owners, directors, officers or other authorized managers. The person(s) signing this document and all documents necessary to consummate the purchase of the Shares has all requisite authority to sign such documents on behalf of the Subscriber, if it is an entity investor. 8. Execution of Subscription Agreement. The Subscriber represents that the Subscriber has executed this Agreement either personally or by its duly authorized representative and that the information that the Subscriber has provided herein is both accurate and complete. 9. Power of Attorney of Spouse. If the Subscriber is a married person, the Subscriber agrees to cause the Subscriber's spouse to execute this Agreement at the space provided for that spouse's signature immediately following the signature of the Subscriber, and by such signature hereto said spouse certifies that said spouse is the spouse of the person who signed this Agreement, that said spouse has read and approves the provisions hereof and hereby consents and agrees to this Agreement and agrees to be bound by and accepts such provisions of 3

this Agreement in lieu of all other interests said spouse may hae in the Company, whether such interests be community property or otherwise. Said spouse grants to the Subscriber irrevocable power of attorney to represent said spouse in all matters connected with the Company to the end that, in all cases, the Company may rely on any approval, direction, vote or action taken by the Subscriber, as said spouse's attorney in fact. Such power of attorney is, and shall be deemed to be, coupled with an interest so that the authority granted hereby may continue during the entire period of the Company and regardless of the death or incapacity of the spouse granting the same. Said spouse further agrees to execute, acknowledge and deliver such other and further instruments and documents as may be required to evidence such power of attorney. 10. Survival of Representations. The representations, warranties, acknowledgments and agreements made by the Subscriber shall survive the acceptance of this Agreement and run in favor of, and for the benefit of, the Company. 11. Waiver. No waiver or modification of any of the terms of this Agreement shall be valid unless in writing. No waiver of a breach of, or default under, any provision hereof shall be deemed a waiver of such provision or of any subsequent breach or default of the same or similar nature or of any other provision or condition of this Agreement. 12. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 13. Notices. Except as otherwise required in this Agreement, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon person delivery or upon deposit with the United States Post Office, by registered or certified mail, postage prepaid, addressed to the last known address of the party. 14. Non-assignability. The obligations of the Subscriber hereunder shall not be delegated or assigned to any other party without the prior written consent of the Company. 15. Entire Agreement. This Subscription Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements or understandings with respect to the subject matter hereof.. 16. Amendments. This Agreement may be amended only in a writing that refers to this Agreement and that it is signed by both parties hereto. 17. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. IN WITNESS WHEREOF, the Subscriber or its duly authorized representative has executed this Agreement on the date set forth on the attached signature page. 3

[remainder of page intentionally left blank] 4

(Signature Page to Subscription Agreement with
CANCER THERAPEUTICS, INC.) FOR INDIVIDUAL INVESTORS SIGNATURE OF INDIVIDUAL INVESTOR: ____________________ Date ____________________ Social Security No. ________________________________________________________ Name (please print) ________________________________________________________ Signature ________________________________________________________ (Street Address) ________________________________________________________ (City, State, Zip) ________________________________________________________ Telephone and Facsimile Numbers SIGNATURE OF INDIVIDUAL INVESTOR'S SPOUSE: ___________________ Date ___________________ Social Security No. Invested Amount: $__________________ ________________________________________________________ Name (please print) ________________________________________________________ Signature

Please make checks payable to: "CANCER THERAPEUTICS, INC."

Number of Shares Subscribed for Purchase: _____________________________________
Subscriber hereby directs that the Shares be held as follows (check one): ____ Individual Ownership ____ Community Property ____ Joint Tenants with right of Survivorship ____ Tenants in Common ____ Other (specify): _______________________________________________

ACCEPTANCE BY THE COMPANY This Subscription Agreement is hereby accepted by CANCER THERAPEUTICS, INC. as of (the "Acceptance Date"). By______________________________________________________ Its_____________________________________________________ 5

(Signature Page to Subscription Agreement with
CANCER THERAPEUTICS, INC.) FOR JOINT INVESTORS SIGNATURES OF JOINT INVESTORS ____________________ Date ____________________ Social Security No. ________________________________________________________ Name (please print) ________________________________________________________ Signature ________________________________________________________ (Street Address) ________________________________________________________ (City, State, Zip) ________________________________________________________ Telephone and Facsimile Numbers ____________________ Date ____________________ Social Security No. ________________________________________________________ Name (please print) ________________________________________________________ Signature ________________________________________________________ (Street Address) ________________________________________________________ (City, State, Zip) ________________________________________________________ Telephone and Facsimile Numbers Invested Amount: $__________________

Please make checks payable to: CANCER THERAPEUTICS, INC.

Subscriber hereby directs that the Shares be held as follows (check one): ____ Individual Ownership ____ Community Property ____ Joint Tenants with right of Survivorship ____ Tenants in Common ____ Other (specify): _________________________________________________

ACCEPTANCE BY THE COMPANY This Subscription Agreement is hereby accepted by CANCER THERAPEUTICS, INC. as of (the "Acceptance Date"). By______________________________________________________ Its_____________________________________________________ 6

(Signature Page to Subscription Agreement with CANCER THERAPEUTICS, INC.) FOR ENTITY (CORPORATION, PARTNERSHIP, TRUST, or OTHER ENTITY) SIGNATURE OF ENTITY INVESTOR
____________________ Date ____________________ Federal I.D. Number ________________________________________________________ Print Entity Name ________________________________________________________ Type of Entity

________________________________________________________ Signature of Authorized Officer or Representative ________________________________________________________ Title of Authorized Officer or Representative

Invested Amount: $____________________ Please make checks payable to: "CANCER THERAPEUTICS, INC." ACCEPTANCE BY THE COMPANY This Subscription Agreement is hereby accepted by CANCER THERAPEUTICS, INC. as of ______________________________ (the "Acceptance Date"). By______________________________________________________ Its_____________________________________________________ 7

PROCEEDS ESCROW AGREEMENT THIS PROCEEDS ESCROW AGREEMENT (this "Agreement") is made and entered into this 23rd day December, 2005, by and between CANCER THERAPEUTICS, INC, (the "Company"), and KENNETH I. DENOS P.C., a Utah professional corporation (the "Escrow Agent") Premises The Company proposes to offer for sale to the general public in certain states a total of One Million (1,000,000) Shares of Common Stock (the "Common Stock"), par value, $0.001, at an offering price of $0.50 per share, pursuant to a registration statement on Form SB-2 (the "Registration Statement") to be filed with the Securities and Exchange Commission. The Company agrees herein to offer for sale the Common Stock in accordance with the terms of the prospectus contained in the Registration Statement, or any amendments thereto. In accordance with the terms of the Registration Statement, the Company desires to provide for an escrow of the gross subscription payments for Common Stock until the amount, as set forth below, has been received. Agreement NOW, THEREFORE, the parties hereto agree as follows: 1. Funds received by the Company, or any officer or representative of the Company, from subscriptions for the purchase of Common Stock in the subject offering shall be deposited promptly with the Escrow Agent, but in any event, no later than noon of the next business day following receipt. 2. Concurrently with transmitting funds to the Escrow Agent, the Company shall also deliver to the Escrow Agent a schedule setting forth the name and address of each subscriber whose funds are included in such transmittal, the number of Shares subscribed for, and the dollar amount paid. All funds so deposited shall remain the property of the subscriber and shall not be subject to any lien or charges by the Escrow Agent, or judgments or creditors' claims against the Company until released to it in the manner hereinafter provided. 3. If at any time prior to the expiration of the minimum offering period, as specified in Paragraph 4, One Hundred Thousand Dollars ($100,000) has been deposited pursuant to this Agreement, the Escrow Agreement shall confirm the receipt of such funds to the Company. 4. If, within four (4) months after the effective date of the Registration Statement, or any extensions or amendments thereof, the Company and its agent have not deposited One Hundred Thousand Dollars ($100,000) in good funds with the Escrow Agent, the Escrow Agent shall so notify the Company and shall promptly transmit to those investors who subscribed for 1

the purchase of Shares the amount of money each such investor so paid. The Escrow Agent shall furnish to the Company an accounting for the refund in full to all subscribers. 5. If at any time prior to the termination of this escrow the Escrow Agent is advised by the Securities and Exchange Commission that a stop order has been issued with respect to the Registration Statement, the Escrow Agent shall thereon return all funds to the respective subscribers. 6. It is understood and agreed that the duties of the Escrow Agent are entirely ministerial, being limited to receiving monies from the Company and its agents and holding and disbursing such monies in accordance with this Agreement. 7. The Escrow Agent is not a party to, and is not bound by, any agreement between the Company and any other party which may be evidenced by or arise out of the foregoing instructions. 8. The Escrow Agent acts hereunder as a depository only, and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness, or validity of any instrument deposited with it, or with respect to the form or execution of the same, or the identity, authority, or rights of any person executing or depositing the same. 9. The Escrow Agent shall not be required to take or be bound by notice of any default of any person or to take any action with respect to such default involving any expense or liability, unless notice in writing is given to an officer of the Escrow Agent of such default by the undersigned or any of them, and unless it is indemnified in a manner satisfactory to it against any expense or liability arising therefrom. 10. The Escrow Agent shall not be liable for acting on any notice, request, waiver, consent, receipt, or other paper or document believed by the Escrow Agent to be genuine and to have been signed by the proper party or parties. 11. The Escrow Agent shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except its own willful misconduct. 12. The Escrow Agent shall not be answerable for the default or misconduct of any agent, attorney, or employee appointed by it if such agent, attorney, or employee shall have been selected with reasonable care. 13. The Escrow Agent may consult with legal counsel in the event of any dispute or question as to the consideration of the foregoing instructions or the Escrow Agent's duties hereunder, and the Escrow Agent shall incur no liability and shall be fully protected in acting in accordance with the opinion and instructions of such counsel. 2

14. In the event of any disagreement between the undersigned or any of them, the person or persons named in the foregoing instructions, and/or any other person, resulting in adverse claims and/or demands being made in connection with or for any papers, money, or property involved herein or affected hereby, the Escrow Agent shall be entitled at its option to refuse to comply with any such claim, or demand so long as such disagreement shall continue and, in so refusing, the Escrow Agent shall not be or become liable to the undersigned or any of them or to any person named in the foregoing instructions for the failure or refusal to comply with such conflicting or adverse demands, and the Escrow Agent shall be entitled to continue to refrain and refuse to so act until: (a) the rights of adverse claimants have been finally adjudicated in a court assuming and having jurisdiction of the parties and the money, papers, and property involved herein or affected hereby; and/or (b) all differences shall have been adjusted by agreement and the Escrow Agent shall have been notified thereof in writing signed by all of the persons interested. 15. The fee of the Escrow Agent is $750.00, receipt of which is hereby acknowledged. In addition, if a minimum of $100,000 is not received in escrow within the escrow period and the Escrow Agent is required to return funds to investors as provided in Section 4, the Escrow Agent shall receive a fee of $5.00 per check for such service. The fee agreed on for services rendered hereunder is intended as full compensation for the Escrow Agent's services as contemplated by this Agreement; however, in the event that the conditions of this Agreement are not fulfilled, the Escrow Agent renders any material service not contemplated by this Agreement there is any assignment of interest in the subject matter of this Agreement, there is any material modification hereof, any material controversy arises hereunder, or the Escrow Agent is made a party to or justifiably intervenes in any litigation pertaining to this Agreement or the subject matter hereof, the Escrow Agent shall be reasonably compensated for such extraordinary expenses, including reasonable attorneys' fees, occasioned by any delay, controversy, litigation, or event and the same may be recoverable only from the Company. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers, as of the date first above written. CANCER THERAPEUTICS, INC.
By:/s/Robert K. Oldham ________________________________________________ (Signature)

Its:CEO (Duly Authorized Officer, print title) 3

KENNETH I. DENOS, P.C. hereby acknowledges receipt of this Agreement and agrees to act in accordance with said Agreement and on the terms and conditions above set forth this 23rd day of December, 2005. KENNETH I. DENOS, P.C.
By:/s/Kenneth I. Denos _______________________________________________ (Signature)

Its:President (Duly Authorized Officer, print title) 4

Summary of Oral Employment Agreement with Robert K. Oldham M.D. Robert K. Oldham M.D., is a principal shareholder of Cancer Therapeutics, Inc. Dr. Oldham is the CEO and a member of the board of directors. Dr. Oldham does not receive a salary, and does not accrue salary. Cancer Therapeutics and Dr. Oldham have not entered into a written employment agreement, and either Cancer Therapeutics or Dr. Oldham may terminate their oral employment agreement at any time, for any reason or for no reason. Dr. Oldham does not receive any health, dental or life insurance benefits, and he does not receive any retirement or severance benefits from Cancer Therapeutics.

Summary of Oral Employment Agreement with Walter Lewko Walter Lewko, Ph.D., is the principal biochemist/immunologist of Cancer Therapeutics, Inc. Dr. Lewko is paid $3,274 per month as an at-will employee. Cancer Therapeutics and Dr. Lewko have not entered into a written employment agreement, and either Cancer Therapeutics or Dr. Lewko may terminate their oral employment agreement at any time, for any reason or for no reason. Dr. Lewko does not receive any health, dental or life insurance benefits, and he does not receive any retirement or severance benefits from Cancer Therapeutics.

Cancer Therapeutics, Inc. 210 West Hansell Street Thomasville, GA 31792 (229) 403-1282 July 5, 2004 Sent Via First-Class Mail Michael Low 22121 Rosecrans Ave. Suite 2340 El Segundo, CA 90245 Re: CTI- Offer to Join the Board of Directors Dear Mr. Low: The purpose of this letter is to formally extend an offer to you to become a member of the Board of Directors of Cancer Therapeutics, Inc. (CTI). As you can understand, we are rather excited and optimistic about the future prospects of CTI because of the strategic direction that has been charted by our current management team. You are an essential part of this team that we have been assembling over the past few years to lead CTI into its next phase of growth. We believe that your considerable experience and industry contacts will be a superior benefit to the company. Accordingly, we propose that you undertake the following commitment: 1. Fulfill the role as corporate secretary; 2. Assist CTI in developing a strategic plan to expand nationwide; 3. Assist with the overall development and mission of CTI; and 4. Become an active member of the board of directors. In exchange for your commitment above, we will provide to you the following: 1. Regular briefings on developments within CTI; and 2. Reimbursement of pre-approved expenses incurred on the company's behalf, such as travel and lodging for meetings, etc. I look forward to discussing this matter with you further, as well as addressing any specific questions you may have. Yours sincerely,
/s/Robert K. Oldham _____________________ Robert K. Oldham CEO

Agreed to and Accepted This 7th day of July 2004.
/s/Michael Low _________________________________ Mr. Michael Low

AGREEMENT This Agreement is made and entered into this 9th day of January, 2004, and is effective January 1, 2004, by and between CANCER THERAPEUTICS INC. (hereinafter referred to as "CTI"), a corporation licensed to do business in Georgia, and JOHN D. ARCHBOLD MEMORIAL HOSPITAL, INC. (hereinafter referred to as "Hospital"). WITNESSETH: WHEREAS, Hospital is desirous of obtaining the services of CTI to initiate and establish a cryobanking service for cancerous tumors in Thomasville, Georgia. WHEREAS, CTI retains duly licensed physicians and qualified personnel capable of furnishing cryobanking of rumor specimens for individuals undergoing surgery at John D. Archbold Memorial Hospital. WHEREAS, CTI is willing to provide said services as hereinafter set forth, under the terms, covenants and conditions stated below; NOW, THEREFORE, for the mutual covenants herein contained and for other good and valuable considerations in hand paid or delivered, each party to the other, the receipt and adequacy of which is hereby acknowledged, it is agreed as follows; 1. CTI shall make cryobanking services available to patients within Hospital's system, including the collection, storage and retrieval of tumor specimens. 2. CTI shall provide applicable patient information and reimbursement codes for Hospital's billing purposes. 3. CTI warrants that at all times during the term of this agreement its personnel have appropriate training and / or certification to perform all cryobanking duties and services. 4. CTI shall provide cryobanking services in such a manner as may be required by any standard, ruling, or regulation of the State of Georgia, the U.S. department of Health and Human Services, the Joint Commission on Accreditation of Healthcare Organizations, or any other applicable federal, state, or local governmental agency, corporate entity, or such other entity exercising authority with respect to Hospital. 5. CTI shall promptly prepare such medical and other records and reports relating to the provision of cryobanking services consistent with Hospital Policies and as reasonably requested by Hospital. The ownership and right of control of all reports, records, and supporting documents submitted to or by CTI shall rest exclusively with Hospital. Hospital:________________ 1 CTI:________________

6. It is expressly acknowledged by the parties hereto that CTI, in performing CTI's duties and obligations under this Agreement, is an "independent contractor" and nothing in this Agreement is intended nor shall be construed to create an employer/employee relationship, a joint venture relationship, or to allow Hospital to exercise control or direction over the manner or method by which CTI performs the cryobanking services. CTI understands and agrees that, unless otherwise required under applicable federal income tax laws or the terms of any agreement between Hospital and the Internal Revenue Service, (i) CTI staff will not be treated as an employee for federal tax purposes; (ii) Hospital will not with hold on behalf of CTI staff pursuant to this Agreement any sums for income tax, unemployment insurance, social security, retirement benefits, or any other withholding pursuant to any law or requirement of any governmental body relating to CTI, or make available to CTI staff any of the benefits afforded to employees of Hospital; (iii) all of such payments, withholdings, and benefits, if any, are the sole responsibility of CTI; and (iv) CTI will indemnify and hold harmless Hospital from any and all loss or liability arising with respect to such payments, with holding, or benefits, if any. 7. If this Agreement has a value or cost to Hospital of $10,000 or more over any twelve-month (12-month) period, CTI shall perform the obligations as may be from time to time specified for subcontractors in Social Security Act ss. 1861 (v)(1)(I) and the regulations promulgated in implementation thereof (currently codified at 42 C.F.R. ss.ss. 420.300.304), including, but not limited to, retention and delivery of records related to this Agreement. In the event any request for this Agreement of CTI's books, documents, and records is make pursuant to Social Security Act ss. 1861(v)(1)(I) and associated regulations, CTI shall promptly give notice of sucquest to Hospital and provide Hospital with a copy of such request and, thereafter, to consult and cooperate with Hospital concerning the proper response to such request. Additionally, CTI shall provide Hospital with a copy of each book, document, and record made available to one or more persons and agencies pursuant to Social Security Act ss. 1861(v)(1)(I) or shall identify each such book, document, and record to Hospital and shall grant Hospital access thereto for review and copying. 8. This Agreement has been executed and delivered in, and shall be interpreted, construed, and enforced pursuant to and in accordance with the laws of the State of Georgia. 9. In the event that either party elects to incur legal expenses to enforce or interpret any provision of this Agreement, the prevailing party will be entitled to recover such legal expenses, including, without limitation, reasonable attorneys' fees, costs and necessary disbursements, in addition to any other relief to which such party shall be entitled. 10. Hospital agrees to pay CTI each month during the term of this agreement an all-inclusive fee of three thousand dollars ($3,000.00) for cryobanking services. 11. CTI agrees to render a statement to Hospital during the first week of each month Hospital: ______________ 2 CTI:_______________

of the term hereof for the cryobanking services provided during the previous month. Hospital shall make said payment to CTI on or before the 15thday of each month following the month of service. 12. The parties agree that the term of this Agreement shall be for a period of six (6) months from the date of execution of the Agreement by Hospital and CTI. The agreement shall not automatically renew for any additional period of time. 13. Notwithstanding anything to the contrary in this Agreement, either party hereto may terminate this Agreement, without cause, upon the delivery to the other party hereto of thirty (30) days prior written notice of such termination. 14. CTI acknowledges that during the course of performance under this Agreement, it may receive confidential information concerning the method of operation and administration of Hospital's business, including, but not limited to, materials relation to fee schedules and various operational procedures used by Hospital. Said confidential information is the property of Hospital and CTI agrees that it will not make use of any information obtained from Hospital with any party other than Hospital. 15. This Agreement and any amendments hereto, shall constitute the complete agreement of the parties and shall supersede any and all prior agreements make by and between the parties. The parties hereto agree that no warranties, inducements or representations exist except as stated herein. The parties agree that this agreement may not be amended unless in writing executed by an authorized representative of each of the parties to this Agreement. 16. Any notice to be given under this Agreement shall be delivered by hand or mailed by United States mail to the parties at the following address:
To CTI: Cancer Therapeutics, Inc. 210 West Hansell Street Thomasville, GA 31792 John D. Archbold Memorial Hospital, Inc. Attention: Chief Executive Officer Post Office Box 1018 Thomasville, Georgia 31799

To Hospital:

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals, respectively, by the undersigned authorized officers of each party hereto as of the day and year first above written. Hospital:______________ 3 CTI:______________

CTI By:_______________________________ Title:______________________________ John D. Archbold Memorial Hospital, Inc. By:________________________________ Title: President Hospital:__________________ 4 CTI:__________________

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors Cancer Therapeutics, Inc. Thomasville, Georgia We consent to the use in this Registration Statement of Cancer Therapeutics, Inc. on amended Form SB-2, of our report dated October 18, 2004 of Cancer Therapeutics, Inc., for the years ended May 31, 2004 and 2003, which are part of this Registration Statement, and to all references to our firm included in this Registration Statement.
/s/ Bouwhuis, Morrill & Company -----------------------------------------Bouwhuis, Morrill & Company Layton, Utah March 23, 2005

K E N N E T H I. D E N O S, P. C. 11585 South State #102 Draper, UT 84020 Tel: (801) 619-1195 Fax: (801) 816-2500 KDENOS@DENOSLAW.COM December 29, 2004 Board of Directors Cancer Therapeutics, Inc. 210 W. Hansell St. Thomasville, GA 31792 Re: Opinion and Consent of Counsel with respect to Registration Statement on Form SB-2 TO WHOM IT MAY CONCERN: You have requested the opinion and consent of this law firm, as counsel, with respect to the proposed issuance and public distribution of certain securities of Cancer Therapeutics, Inc. pursuant to the filing of a registration statement on Form SB-2 with the Securities and Exchange Commission. The proposed offering and public distribution relates to 1,000,000 shares of common stock, $.001 par value to be offered and sold to the public at a price of $.50 per share. It is our opinion that the shares of common stock will, when issued in accordance with the terms and conditions set forth in the registration statement, be legally issued, duly authorized, validly issued, fully paid and non-assessable shares of common stock of Cancer Therapeutics in accordance with the State of Delaware corporation laws, statutory provisions, all applicable provisions of the Delaware Constitution , and reported decisions interpreting those laws. We hereby consent to be named as counsel for Cancer Therapeutics in the registration statement and prospectus included therein. Sincerely yours, KENNETH I. DENOS, P.C.
/s/ Kenneth I. Denos _______________________ Kenneth I. Denos

KID:mf


								
To top