Management Services Agreement

Exhibit 10.17


MANAGEMENT SERVICES AGREEMENT


This Agreement is as of January 1, 2004 (the "Effective Date") by and between Flavin Ventures, LLC ("FV"), an Illinois Limited Liability Company and Advanced Life Sciences ("ALS"), an Illinois corporation.


1. ENGAGEMENT OF SERVICES.


Subject to the terms and conditions of this Agreement, FV hereby engages ALS to provide administrative management services ("Services") to FV and any of its wholly-owned subsidiaries and ALS agrees to such engagement.


2. COMPENSATION.


As full and complete compensation for the Services of ALS, FV shall compensate ALS on a variable basis for the portion of salary and benefits ("Gross Employment Costs") attributable to any ALS employee(s) who provide Services to FV. Such Gross Employment Costs will be determined on a monthly basis as Services are provided. FV and its related subsidiaries shall also reimburse the Company for rent and related facility costs based upon the actual square footage occupied by each FV and its related subsidiaries. Apart from the compensation for Services set forth above, any expenses or costs incurred by ALS in performing the services under this Agreement shall be borne solely by ALS and shall not be billable to FV.


3. TERM OF AGREEMENT/TERMINATION


3.1 Term. This Agreement shall continue in force for twelve months from
the Effective Date of this Agreement, set forth above, and shall continue
until terminated pursuant to Section 4.2, except that ALS's obligations
under Section 6 of this Agreement shall continue after termination of
this Agreement.


3.2 Termination. This Agreement may be terminated by either party by
providing seven (7) days prior written notice to the non-terminating
party.


4. INDEPENDENT CONTRACTOR.


ALS enters into this Agreement as, and will continue to be an independent contractor. FV shall not be ALS's employer, partner, agent or principal. ALS will have no authority to bind or speak for FV except as may be specifically given to ALS from time to time. ALS will not be entitled to benefits accorded to FV employees including without limitation, worker's compensation, disability insurance, health insurance, vacation, holiday or sick pay. ALS will be responsible for providing, at ALS's expense and in ALS's name for any disability, worker's compensation or other insurance as well as any licenses and permits usual or necessary for conducting the Services hereunder. ALS shall pay, when and as due, any and all taxes incurred as the result of A ...