EXHIBIT 10.28
▇▇▇▇▇▇▇ ▇▇▇▇▇ Securities Incorporated
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▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
January 31, 1997
Exigent Diagnostics, Inc.
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▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-0939
Dear ▇▇. ▇▇▇▇▇▇▇▇▇:
This will confirm our agreement to provide Exigent Diagnostics, Inc.
(the "Company") with investment banking services for a period of 5 years from
the date hereof. Such services shall consist of advice relating to corporate
management, strategic planning, financial planning and relationships with banks
and other financial institutions. Such services shall be provided in connection
with any transaction entered into by the Company of any of its affiliates (other
than SmithKline (as defined in the Company's Confidential Private Placement
Memorandum, dated December 4, 1996)) (including, without limitation, any sale or
exchange of stock or assets, merger, consolidation, acquisition, financing,
joint venture, or other arrangement) with any party introduced to the company by
us, directly or indirectly, during such period.
We will be paid a finder's fee, payable at the closing of any such
transaction, equal to a percentage of the consideration or value received by the
Company and/or its stockholders as follows: (i) 7% of the first $1 million,
(ii) 6% of the next $1 million, (iii) 5% of the next $5 million, (iv) 4% of the
next $1 million, (v) 3% of the next $1 million, and (vi) 2.5% of all amounts
received in excess of $9 million.
This represents our entire agreement with respect to the subject
matter hereof, superseding all prior agreements and understandings, written or
oral. It may not be modified or amended except in a writing signed by the party
to be charged. This letter may be signed in counterparts and shall be governed
by the internal laws of the State of New York.
If the foregoing accurately reflects our understanding, please sign
where indicated below.
Very truly yours,
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,
President
AGREED:
EXIGENT DIAGNOSTICS, INC.
By: /s/ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Chairman & CEO
