Consulting Agreement between Winston Laboratories, Inc. and Jeffrey R. Bernstein, Ph.D. (September 30, 2007)

Summary

Winston Laboratories, Inc. has entered into a consulting agreement with Jeffrey R. Bernstein, Ph.D., effective October 1, 2007. Dr. Bernstein will provide various consulting services, including assistance with merger due diligence, audits, and communication with company service providers and the new CFO. He will be paid $150 per hour and reimbursed for reasonable business expenses. Either party may terminate the agreement with 30 days' notice.

EX-10.9 16 c75577exv10w9.htm EXHIBIT 10.9 Filed by Bowne Pure Compliance

EXHIBIT 10.9


		100 Fairway Drive, Suite 134 Vernon Hills, Illinois 60061 Tel: 847 ###-###-#### Fax: 847 ###-###-####

September 30, 2007

Jeffrey R. Bernstein, Ph.D.
9739 Monte Mar Drive
Los Angeles, CA 90035

Dear Jeff:

This letter will constitute the full and complete consultation agreement between Winston Laboratories, Inc. (“Winston” or the “Company”) and yourself (“Consultant”) starting from October 1, 2007. You will perform a variety of consultative services including, among others, helping with the merger due diligence, interfacing with Principal, Guardian, ADP, Cardinal Health SPS, and other service providers of the Company.

In addition, the Company will look for you to aid in the completion of the 2006 and 2007 audits as well as interface with the new Chief Financial Officer, David Starr.

For such services Consultant will be compensated by the Company at a rate of $150.00 per hour. Winston will reimburse Consultant for all reasonable out-of-pocket expenses incurred in the course of Company-related work, such as travel, telephone charges, postage, office supplies, etc.

This agreement can be terminated by either party with thirty (30) days’ notice.

Sincerely,


/s/ Joel E. Bernstein, M.D. Joel E. Bernstein, M.D. Chief Executive Officer

JEB:ceg

Agreed to by:

/s/ Jeffrey R. Bernstein, Ph.D. Jeffrey R. Bernstein, Ph.D.				9/30/07 Date