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Agreement With Tatum Cfo Partners, LLP

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Exhibit 10.11 Tatum CFO Partners, LLP Interim Executive Services Agreement August 1, 2005 Mr. Javier Baz
Chairman
Lifeline Therapeutics, Inc.
6400 S. Fiddler' s Green Circle, Suite 1750
Englewood, CO 80111Dear Javier:Tatum CFO Partners, LLP (" Tatum" ) understands that Lifeline Therapeutics, Inc. (the " Company" ) desires to engage a partner of Tatum to serve as interim chief executive officer. This Interim Executive Services Agreement sets forth the conditions under which such services will be provided. Services; Fees Tatum will make available to the Company Brenda March (the " Tatum Partner" ) as of July 19, 2005 (" Effective Date" ), who will serve as interim chief executive officer of the Company. The Tatum Partner will become an employee and, a duly elected or appointed officer of the Company and subject to the supervision and direction of the board of directors of the Company. Tatum will have no control or supervision over the Tatum Partner.The Company will pay the Tatum Partner directly a salary of $1,200.00 a day (" Salary" ). During the term of this agreement the Company will also issue to the Tatum Partner warrants to purchase 2,400 shares of common stock per month, or prorated for each fraction of a month, payable within five business days after the end of the month for which they apply, with the exercise price of each warrant equal to the VWAP (as defined below) for that month and with an exercise period of two years. The " VWAP" means, for each month, the volume weighted average trading price for the Company' s common stock for each Friday in that month determined by multiplying the number of shares of common stock in each trade made on each Friday in that month by the sale price for that trade, and dividing the sum of all those amounts for all Fridays in that month by the total number of shares of common stock traded during all of the Fridays in that month.In addition, the Company will pay directly to Tatum a fee of $300.00 a day as partial compensation for resources provided. During the term of this agreement the Company will also issue to Tatum warrants to purchase 600 shares of common stock per month, or prorated for each fraction of a month, payable within five business days after the end of the month for which they apply, with the exercise price of each warrant equal to the VWAP for that month and with an exercise period of two years.The Company will have no obligation to provide the Tatum Partner any health or major medical benefits, stock, or bonus payments. The Tatum Partner will remain on his or her current medical plan.As an employee, the Tatum Partner will be eligible for any Company employee retirement and/or 401(k) plan and for vacation and holidays consistent with the Company' s policy as it applies to


senior management, and the Tatum Partner will be exempt from any delay periods otherwise required for eligibility. Payments; Deposit Payments to Tatum should be made by direct deposit through the Company' s payroll, or by an automated clearing house (" ACH" ) payment at the same time as payments are made to the Tatum Partner. If such payment method is not available and payments are made by check, Tatum will issue invoices to the Company, and the Company agrees to pay such invoices no later than ten (10) days after receipt of invoices.The Company will reimburse the Tatum Partner directly for out-of-pocket expenses incurred by the Tatum Partner in providing services hereunder to the same extent that the Company is responsible for such expenses of senior managers of the Company.Company agrees to pay Tatum and to maintain a security deposit of $0.00 for the Company' s future payment obligations to both Tatum and the Tatum Partner under this agreement (the " Deposit" ). If the Company breaches this agreement and fails to cure such breach as provided in this agreement, Tatum will be entitled to apply the Deposit to its damages resulting from such breach. Upon termination or expiration of this agreement, Tatum will return to the Company the balance of the Deposit remaining after application of any amounts to unfulfilled payment obligations of the Company to Tatum or the Tatum Partner as provided for in this agreement. Converting Interim to Permanent The Company will have the opportunity to make the Tatum Partner a permanent member of Company management at any time during the term of this agreement by entering into another form of Tatum agreement, the terms of which will be negotiated at such time. Hiring Tatum Partner Outside of Agreement During the twelve (12)-month period following termination or expiration of this agreement, other than in connection with another Tatum agreement, the Company will not employ the Tatum Partner, or engage the Tatum Partner as an independent contractor, to render services of substantially the same nature as those to be performed by the Tatum Partner as contemplated by this agreement. The parties recognize and agree that a breach by the Company of this provision would result in th
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