Exhibit 10.1
Univest Capital Limited
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December 3, 2005
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QuantRx Biomedical Corporation
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Dear ▇▇. ▇▇▇▇▇▇▇▇▇
The purpose of this letter agreement (the "Agreement") is to set forth the
terms and conditions pursuant to which Uninvest Capital Ltd. shall introduce
QuantRx Biomedical Corporation (the "Company") to one or more investors in
connection with the proposed offering (the "Offering") of securities of the
Company. The terms of such Offering and the Securities shall be mutually
agreed upon by the Company and the investors. Uninvest Capital Ltd.
engagement under this Agreement shall be non-exclusive.
In consideration of the services rendered by Uninvest Capital Ltd. under
this Agreement, the Company agrees to pay Uninvest Capital Ltd. the
following fees and other compensation: A cash fee payable upon the closing
of the Offering equal to 8% of the aggregate capital raised by Uninvest
Capital Ltd. and warrants to purchase 8% of the shares to be issued on an as
converted basis of this Offering to the investors introduced by Uninvest
Capital Ltd
This agreement shall be governed by the laws of the State of Pennsylvania,
without regard to conflicts of law principle. Any dispute arising out of
this agreement shall be adjudicated in the courts of the State of
Pennsylvania or in the federal courts sitting in the Eastern District.
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. If the foregoing correctly states our
agreement, please confirm this by signing and returning to us the duplicate
copy of this letter.
Thank you.
Univest Capital Limited
By: /s/Emst Pernet
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Emst Pernet
Manager
Agreed to and accepted as of the date first written above:
QuantRx Biomedical Corporation
By: /s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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President & CEO