EXHIBIT 10.3
[GRAPHIC OMITTED]
November 1, 2005
Xxxxxx X. Xxxxxxxxx
QuantRx Biomedical Corporation
(Formerly A-Fem Medical
Corporation)
000 Xxxxxxxxxx Xxxx Xxxxx 000
Xxxxxx, XX 00000
Dear Mr. Witoshkin:
The purpose of this letter agreement (the "Agreement") is to set forth the
terms and' conditions pursuant to which Xxxxxx Xxxxx Securities, Inc., ("Xxxxxx
Xxxxx") shall introduce QuantRx Biomedical Corporation (the "Company") to one or
more investors in connection with the proposed offering (the "Offering") of
securities (the "Securities") of the Company. The terms of such Offering and the
Securities shall be mutually agreed upon by the Company and the investor(s).
Dawson James's engagement under this Agreement shall be non-exclusive. The
identities of the investors to which Xxxxxx Xxxxx introduces the Company shall
be proprietary.. information of Xxxxxx Xxxxx and shall not be divulged to third
parties by the Company, nor used by the Company outside the scope of Dawson
James's engagement as described herein, other than as required by applicable
law.
In consideration of the services rendered by Xxxxxx Xxxxx under this Agreement,
the Company agrees to pay Xxxxxx Xxxxx the following fees and other
compensation: A cash fee payable immediately upon the dosing of any portion of
any Financing (including without limitation the Offering) equal to 8% of the
aggregate capital raised by Xxxxxx Xxxxx Securities and warrants to purchase 8%
of the units sold to the investor(s) by Xxxxxx Xxxxx Securities.
This Agreement shall be governed by and construed in accordance with the laws of
the State of Florida, without regard to conflicts of law principles. Any dispute
arising out of this Agreement shall be adjudicated in the courts of the State
of
Florida or in the federal courts sitting in the Southern District of Florida,
and each of the parties hereto agrees that service of process upon it by
registered or certified mail at its address set forth herein shall be deemed
adequate and lawful. The Company shall indemnify Xxxxxx Xxxxx in accordance with
the terms of the Securities Purchase Agreement among the Company and the
purchasers. The Company acknowledges and agrees that Xxxxxx Xxxxx is not and
shall not be construed as a fiduciary of the Company and shall have no duties or
liabilities to the equity holders or the creditors of the Company or any other
person by virtue of this Agreement or the retention of Xxxxxx Xxxxx hereunder,
all of which are hereby expressly waived.
This Agreement constitutes the entire understanding and agreement between
the parties hereto with respect to its subject matter and there are no
agreements or understandings with respect to the subject matter hereof which are
not contained in this Agreement. This Agreement may be modified only in writing
signed by the party to be charged hereunder.
If the foregoing correctly sets forth our agreement, please confirm this by
signing and returning to us the duplicate copy of this letter.
Thank you
Xxxxxx Xxxxx Securities, Inc.
By: /s/Xxxxxx X. Xxxxxx, Xx.
------------------------------------------
Xxxxxx X. Xxxxxx Xx.
CEO
By: /s/Xx Xxxxxx
--------------------------------------
Xx Xxxxxx, President
Agreed to and accepted as of the date first written above:
QuantRx Biomedical Corporation
By: /s/Xxxxxx Xxxxxxxxx
------------------------------------------
Witoshkin President, CEO
