Transfer Agent Agreement

C.


AGREEMENT APPOINTING TRANSFER AGENT AND REGISTRAR


THIS AGREEMENT is made and entered into this 27th day of August, 1998 , by and between the following:


(a) AMERICAN SECURITIES TRANSFER & TRUST, INC. ("AST"), a Colorado corporation, whose address is 1825 Lawrence Street, Suite 444, Denver, Colorado 80202; and


(b) BioShield Technologies, Inc. (the "Company"), a corporation organized under the laws of the State of Georgia , whose business address is 4405 International Boulevard, Suite B-109, Norcross, Georgia 30093.


IN CONSIDERATION of the covenants and agreements set forth herein, the parties agree as follows:


1. Appointment of Transfer Agent and Registrar. The Company hereby appoints AST as transfer agent and registrar of all of the shares of the Company's capital stock as described below:


Shares Authorized by the Stock Class Articles or Certificate of Shares Issued (Par Value) Incorporation and Outstanding


common (no par value) 50,000,000 4,819,125


By special resolution adopted by the Company's Board of Directors, AST may, from time to time, be appointed as transfer agent for additional classes of the Company's stock and may be appointed to act in the capacity of dividend disbursing agent, warrant agent, exchange agent, redemption agent, escrow agent or any other similar capacity as may be agreed upon by AST and the Company.


2. Fees. The Company shall pay to AST such fees for AST's services as are set forth in the Fee Schedule (as presented in AST's proposal or attached hereto as Exhibit A) incorporated herein, and shall reimburse AST for all extraordinary out-of-pocket expenses incurred in the performance of its duties hereunder. Such Fee Schedule may be amended by AST from time to time upon thirty (30) days advance written notice from AST to the Company.


3. Instructions. At any time AST may apply to the Company or its counsel for instructions or information, and may consult with its own counsel, with respect to any matter arising in connection with the agency created hereby and AST shall not be liable for any action taken or omitted in accordance with such instructions, information or the advice or opinion of such officer or counsel. AST shall not be liable for acting upon any paper or document believed by it to be genuine and to have been signed by the proper person(s) and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Company. AST shall also not be liable for recognizing stock certificates which it reasonably believes bear the proper manual or facsimile signatures of the officers of the Company and the proper counter-signature of a transfer agent or registrar, or of a co-transfer agent or co-registrar. AST, if it so elects, may rely conclusively, for any and all purposes, upon any advices of transfer or transfers made in the course of transferring or registering original issuances, retirements or cancellation of shares; upon advices of stop transfer orders placed, released or in effect against outstanding certificates; and upon any certification or notification as to the number of shares issued, the certificates representing such shares and other information which AST may receive from time to time from any co-transfer agent or co-registrar. AST shall further not be liable for relying upon all information contained in Certification of Corporate Secretary or otherwise supplied to AST by the Company in accordance with the terms of this Agreement.


4. Term. This Agreement shall be effective, subject to receipt of documents referenced in Section 17 of this Agreement, commencing on the date of this Agreement as set forth above and shall continue in effect until terminated in accordance with the terms hereof.


5. Other Provisions. The additional terms and conditions on the attachment hereto entitled "Other Conditions and Agreements" (Sections 6 through 22) are incorporated herein by this reference and made a part of this Agreement.


EXECUTED as of the date and year first written above.


AMERICAN SECURITIES TRANSFER BioShield Technologies, Inc.
& TRUST, INC.


By /s/ Margo Ankele By /s/Timothy C. Moses
Margo Ankele Timothy C. Moses Its Marketing Officer President/Chief Operating Officer


OTHER CONDITIONS AND AGREEMENTS


6. Originally Issued Shares. AST is hereby authorized to originally issue, register and countersign certificates of the Company's stock covered by this Agreement upon being furnished with an appropriate written request signed by an officer of the Company, a certified copy of a resolution of the Board of Directors or a copy of the Board of Directors minutes authorizing such original issue and, if specifically requested by AST, an opinion of counsel concerning the status of such stock, including shares which are reserved for specific purposes, under the Securities Act of 1933 and other applicable Federal or State statute (i.e., if registration is necessary, the effective date of the registration statement or, if exempt, the specific basis therefor).


7. Transfer of Outstanding Shares. AST is hereby authorized to accept for transfer any outstanding certificates representing the Company's stock covered by this Agreement, and to issue and countersign new certificates in place thereof, except that AST may refuse to transfer such certificate if it in good faith believes that the certificate, when surrendered for transfer, is not validly or genuinely endorsed or is otherwise not valid. AST incurs no liability and assumes no responsibility with respect to the transfer of restricted securities when Company's counsel advised AST that such transfer may be properly effected. AST reserves the right to refuse to transfer shares until it is satisfied that the requested transfer is legally authorized and it shall incur no liability for the refusal in good faith to make transfers which it, in its judgment, believes may be improper, unauthorized or for any other reason not permitted by law. AST may, in effecting transfers, rely up ...