EXHIBIT 10.24
October 18, 2001
Xx. Xxxxx Xxxx
Senior Managing Director
Paramount Capital, Inc.
000 Xxxxxxx Xxx.
New York, New York 10019
Dear Xx. Xxxx:
With respect to our prior telephonic agreement regarding the role of Xx. Xxxxxx
Xxxxxxxxx and yourself as financial advisors to Endorex Corporation regarding
(1) the introduction of Corporate Technology Development, Inc. ("CTD") to
Endorex in 2000 and (2) ongoing assistance to Endorex in the acquisition of CTD,
I would like to confirm that Endorex will, as a "success fee", issue to you and
Xx. Xxxxxxxxx in the aggregate 100,000 options to purchase Endorex common stock
(the "Options"). The Options will be issued upon completion of Endorex's
acquisition of CTD and stockholder approval of an amendment to Endorex's Amended
and Restated 1995 Omnibus Incentive Plan (the "Plan") to increase the number of
shares of stock available for issuance thereunder. This will be the total
compensation for all financial advisory services of you and Xx. Xxxxxxxxx to
Endorex.
The Options have been authorized by the Endorex Board of Directors (the
"Board"), and consistent with the Plan, will have an expiration period of ten
(10) years. Forty-six thousand (46,000) of these Options will be issued with a
strike price of $1.25, based on the Endorex common stock closing price on AMEX
at the time of initial approval by the Board, and the remaining fifty-four
thousand (54,000) Options shall have a strike price equal to the Endorex common
stock closing price on the date the acquisition of CTD is consummated. The
Options will be 100% vested upon issuance, and will be issued to you promptly
after the completion of the acquisition of CTD and the amendment of the Plan.
In order to complete the information we will need to issue such Options, please
indicate the amount of Options at each strike price to be issued to you and Xx.
Xxxxxxxxx.
Please confirm your acceptance of the above, by (1) completing the chart below
indicating the number of Options to be issued to Xx. Xxxxxxxxx and yourself, (2)
signing in the space provided below, and (3) returning an executed copy hereof
to Endorex.
Sincerely,
Xxxxxxx X. Xxxxx
President/
CEO
Endorex Corporation
# of Options @ $1.25/SHARE # of Options @ MERGER CLOSING TOTAL
------------------------------------------------------------------------------------------
Xxxxx Xxxx 23,000 27,000 50,000
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Xxxxxx Xxxxxxxxx 23,000 27,000 50,000
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TOTAL 00.XXX 54,000 100,000
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Authorized:
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Xxxxx Xxxx
