Revised May 18, 2006 H&Q Life Sciences Investors Hambrecht & Quist Capital Management Boston, MA 02110 Attn: Betty Chang RE: Information Agent for the Rights Offering of H&Q Life Sciences Investors Dear Betty:

i)

The contacting of banks, brokers and intermediaries to determine the number of beneficial owners serviced by each;

ii)

The distribution of the offering documents to banks, brokers and intermediaries and the forwarding of additional materials as requested;

iii)

The printing of documents if requested;

iv)

The set up of a dedicated toll-free number to respond to inquiries, provide assistance to Shareholders and monitor the response to the offer;

v)

The enclosing and mailing of the offering documents to interested Shareholders;

vi)

Providing periodic reports, as requested.

a)

The ▇▇▇▇▇▇ Group agrees to perform the services described above for a base fee of $5,000 plus reasonable and documented out-of-pocket expenses. The base fee shall be paid at such time as this agreement is executed.

b)

The Equity Fund will reimburse The ▇▇▇▇▇▇ Group for reasonable and documented out-of-pocket expenses, which may include postage, telephone and courier charges, data transmission charges and other expenses approved by the Equity Fund. Any reasonable and documented out-of-pocket expenses incurred will be invoiced to the Equity Fund after the completion of the rights offering. Copies of supplier invoices and other back-up material in support of The ▇▇▇▇▇▇ Group’s out-of-pocket expenses shall be available for review upon reasonable notice at the offices of The ▇▇▇▇▇▇ Group during normal business hours.

c)

In addition to the base fee, a $5.00 per telephone call fee will be charged for every inbound telephone call received from a shareholder regarding the Equity Fund’s rights offering.

d)

The additional fee for contacting NOBOs and registered shareholders, if requested, will include a fee of $5.00 per shareholder contacted, a $600 set up fee and out-of-pocket expenses related to telephone number lookups and line charges.

e)

Banks, brokers and intermediaries will be directed to send their invoices directly to Equity Fund for payment. If requested, The ▇▇▇▇▇▇ Group will assist in reviewing and approving any or all of these invoices.

a)

The ▇▇▇▇▇▇ Group shall be entitled to rely upon any written instructions or directions furnished to it by an appropriate Officer of the Equity Fund (President, Vice President, Secretary, Assistant Secretary or Treasurer) in conformity with the provisions of this Agreement. The ▇▇▇▇▇▇ Group shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any instruction or direction from an Officer of the Equity Fund which conforms to the applicable requirements of this Agreement and which The ▇▇▇▇▇▇ Group reasonably believes to be genuine.

b)

The Equity Fund will indemnify The ▇▇▇▇▇▇ Group against and hold it harmless from all liability and expense which may arise out of, or, in connection with the services described in this Agreement or the instructions or directions furnished to The ▇▇▇▇▇▇ Group relating to this Agreement by an appropriate Officer of the Equity Fund, except for any liability or expense which shall arise out of the negligence, bad faith or willful misconduct of The ▇▇▇▇▇▇ Group.

c)

The ▇▇▇▇▇▇ Group shall be responsible for and shall indemnify and hold the Equity Fund harmless from and against any and all losses, damages, costs charges, counsel fees, payments, expenses, and liability arising out of, or, attributable to the ▇▇▇▇▇▇ Group’s negligence, bad faith, or, willful misconduct.

d)

At its election, Equity Fund may assume the defense of any action giving rise to Equity Fund’s indemnification obligations pursuant to this section. The ▇▇▇▇▇▇ Group hereby agrees to advise Equity Fund of any claim or assertion that could give rise to indemnification obligations of Equity Fund promptly after receipt of the notice thereof; provided however, that The ▇▇▇▇▇▇ Group’s right to indemnification hereunder shall not be limited by its failure to promptly advise Equity Fund of a claim or assertion, except to the extent that Equity Fund is prejudiced by such failure.

e)

The name H&Q Life Sciences Investors is the designation of the Trustees fro the time being under an Amended and Restated Declaration of Trust dated April 21, 1987, as amended, and all persons dealing with H&Q Healtcare Investors must look solely to the trust property for enforcement of any claim against Equity Fund, as none of the Trustees, officers and Shareholders of Equity Fund assume any personal liability for obligations entered into on behalf of Equity Fund.

If you are in agreement with the above, kindly sign a copy of this Agreement in the space provided for that purpose below and return one copy to us. Additionally, an invoice for the base fee is attached and The ▇▇▇▇▇▇ Group requires that we receive this fee prior to the mailing of the offering materials.

Sincerely,

THE ▇▇▇▇▇▇ GROUP, INC.

/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Executive Managing Director

AGREED:

H&Q Life Sciences Investors

▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Print Authorized Name

/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Authorized Signature

Treasurer

Title

5/19/06

Date