Exhibit 10.2


    CONFIDENTIAL


    Placement
      Agent Agreement

     

    ZNOMICS,
      INC.

    2611
      SW
      3rd
      Avenue

    Suite
      200

    Portland,
      OR 97201

     

    June
      11,
      2007

    


    Griffin
      Securities, Inc.

    17
      State
      Street

    New
      York,
      NY 10004

    


    Attention:
      Adrian Z. Stecyk, President

    


    Gentlemen:

    


    The
      undersigned, Znomics, Inc., a Delaware corporation (the “Company”), hereby
      agrees (the “Agreement”) with Griffin Securities, Inc. (“Griffin” or the
“Placement Agent”) to engage the Placement Agent to raise equity capital of up
      to $10 million in a private placement transaction to be sold to qualified
      investors. This letter confirms the terms and conditions of the
      Agreement.

    


    1. 
      Best
      Efforts Offering.
      The
      Company hereby engages Griffin to act as its exclusive Placement Agent during
      the term of the offering as provided herein to offer and sell on a “best
      efforts” basis (the “Offering”) shares of the Company’s Series C Convertible
      Preferred Stock (“Preferred Stock”) (or other securities of the Company
      determined by the Company and the Placement Agent) (the Preferred Stock or
      other
      securities are hereinafter sometimes referred to as the “Securities”). The
      Preferred Stock shall be a class that is senior to other outstanding classes
      of
      equity securities of the Company. The Securities shall be offered and sold
      without registration in reliance on one or more applicable exemptions under
      the
      Securities Act of 1933, as amended, and the rules and regulations promulgated
      thereunder (the “Act”) including the exemption from registration provided by
      Regulation D thereof.
      The
      Offering shall be for a minimum (the “Minimum”) of at least $3 million and a
      maximum of $10 million (the “Maximum”). An initial closing of the Offering will
      occur on or before August 31, 2007 provided the Minimum is subscribed for,
      and a
      final closing may be held on or before October 31, 2007 as determined by the
      Company and the Placement Agent. All proceeds from subscriptions by investors
      will be deposited in an escrow account with a bank reasonably satisfactory
      to
      the Company and the Placement Agent. 

     

    2. 
      Offering
      Materials.
      The
      Company shall, as soon as practicable, prepare offering materials (the "Offering
      Materials"), which shall meet the anti-fraud and other requirements of federal
      and state securities laws, in form and substance reasonably satisfactory to
      the
      Company and Placement Agent. 

     

    3. 
      Compensation.
      The
      Placement Agent will be paid at each closing of the Offering
      a cash
      commission of 7.0% of the aggregate amount of the Offering proceeds (the “Cash
      Compensation”) for Securities sold to all investors (other than an aggregate of
      up to $1 million of Offering proceeds from those investors listed on Exhibit
      A
      hereto (each an “Excluded Investor”). In addition, the Placement Agent shall
      receive at each closing warrants to purchase such number of shares of the
      Company’s 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Preferred
      Stock (or other Securities) equal to 7.0% of number of shares of Preferred
      Stock
      (or other Securities) sold in the Offering (the “Warrant Compensation”). Such
      warrants shall be exercisable for a period of 5 years from the applicable
      closing date at an exercise price equal to the price per share paid by the
      investors in the Offering,
      subject
      to usual adjustments, and shall contain a provision for cashless
      exercise.
      The
      Placement Agent shall be entitled to the same registration rights, if any,
      with
      respect to its Warrant Compensation and the underlying securities as may be
      granted to any investors. The Placement Agent may designate any of its officers,
      directors, partners, principals, employees and agents to receive any part of
      the
      Warrant Compensation. 

    


    Bridgeworks
      Capital will be permitted to assist the Company in the private placement of
      shares of Preferred Stock to investors introduced by Bridgeworks Capital
      (“Bridgeworks Investors”). With respect to sales of Preferred Stock to
      Bridgeworks Investors, Company will pay a cash commission and warrant
      compensation to Bridgeworks Capital pursuant to a separate agreement between
      the
      Company and Bridgeworks Capital. Placement Agent agrees that Placement Agent
      will receive no Cash Compensation or Warrant Compensation (or any other
      compensation) with respect to sales to Bridgeworks Investors, limited, however,
      to a maximum gross proceeds of $1 million from the sale of Preferred Stock
      to
      the Bridgeworks Investors. 

     

    Notwithstanding
      anything to the contrary herein, if, during the term of the Offering hereunder,
      an investor (other than an Excluded Investor) is informed of the Offering by
      the
      Placement Agent and if (i) the Offering hereunder does not close and such
      investor purchases from the Company any privately placed securities of the
      Company within 12 months after the termination of the Offering or (ii) the
      Offering hereunder closes and such investor makes an investment
      in the Offering and subsequently purchases from the Company within 12 months
      after the final closing of the Offering any privately placed securities of
      the
      Company, the Placement Agent shall be entitled to Cash Compensation and Warrant
      Compensation as set forth in the preceding paragraph with respect to purchases
      by such investor. For the purposes hereof, an investor shall be deemed to have
      been informed of the Offering by the Placement Agent if such investor had at
      least one meeting in person or by telephone with a representative of the
      Company. The provisions of this paragraph shall survive the Closing and any
      termination of the Offering or this Agreement.

     

    Whether
      or not any Securities have been sold, if, at any time from the date hereof
      until
      12 months after termination of the Offering as provided herein, the Company
      engages in a business transaction (as hereinafter defined) with a person or
      entity introduced to the Company by the Placement Agent prior to the termination
      of the Offering, the Company will pay or cause to be paid to the Placement
      Agent
      at the closing of such business transaction a cash fee equal to 5% of the total
      consideration paid or contributed to the Company or shareholders of the Company,
      including cash, securities, indebtedness, indebtedness assumed, contingent
      or
      future payment or other property, in such business transaction. If any such
      consideration is other than cash, for the purpose of calculating the fee to
      the
      Placement Agent hereunder, such consideration will be valued at fair market
      value as determined by the parties in good faith. For the purposes hereof,
      a
      business transaction shall include without limitation a purchase, sale,
      exchange, lease or license of stock or assets other than in the ordinary course
      of business of the Company, merger, consolidation or other form of business
      combination, strategic alliance, joint venture or similar transaction.
      Notwithstanding anything to the contrary provided above, the 12 months period
      covered by this paragraph shall be extended if a business transaction is being
      negotiated in good faith but is not yet closed during such period until the
      closing shall occur. The provisions of this paragraph shall survive the closing
      and any termination of the Offering or this Agreement. 

     

              4. 
Expenses.
      Whether
      or not the Offering is successfully completed, it shall be the Company’s
      obligation to bear all of its expenses in connection with the proposed Offering.
      In addition, the Company shall reimburse the Placement Agent for its reasonable
      actual out of pocket expenses, 

     

    
      
        
        

      

      
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    including
      reasonable legal fees and disbursements up to a maximum aggregate amount of
      $50,000. The
      provisions of this paragraph shall survive the Closing and any termination
      of
      the Offering or this Agreement.

     

    5. 
      Further
      Representations and Agreements of the Company.
      The
      Company further represents and agrees that (i) it is authorized to enter into
      this Agreement and to carry out the Offering contemplated hereunder and this
      Agreement constitutes a legal, valid and binding obligation of the Company,
      enforceable in accordance with its terms, (ii) the Company shall not during
      the
      term of the Offering without notifying the Placement Agent in advance issue
      any
      equity securities or securities convertible into, exchangeable for, or giving
      the holder thereof the right to acquire equity securities of the Company (other
      than shares pursuant to the exercise of presently outstanding warrants or
      options pursuant to its existing stock option plan or successor plan covering
      no
      more securities than the existing plan or other shares issuable pursuant to
      existing contractual obligations), (iii) subject to the Placement Agent’s
      obligation to maintain the confidentiality of any information not yet disclosed
      by the Company to the public, the Company will, during the course of the
      Offering, provide the
      Placement Agent
      with all
      information and copies of documentation with respect to the Company's business,
      financial condition and other matters as the Placement Agent may reasonably
      deem
      relevant, including copies of all documents sent to stockholders or filed with
      any federal authorities, and will make reasonably available to the Placement
      Agent the Company’s auditors, counsel, officers and directors to discuss with
      the Placement Agent any aspect of the Company or its business which the
      Placement Agent may reasonably deem relevant, and (iv) the Company will deliver
      at the closing of the Offering (a) subscription documents signed by the Company
      and each investor and (b) an opinion of counsel for the Company in customary
      form
      and
      reasonably satisfactory to the Placement Agent, (v) the Company shall use its
      best efforts to qualify the Securities for offer and sale under applicable
      exemptions from registration under the securities or Blue Sky laws of such
      jurisdictions as the Placement Agent may reasonably request.

    


    6. 
      Indemnification.
      The
      Company agrees to indemnify the Placement Agent and certain affiliated and
      related persons in accordance with the provisions set forth in Exhibit B
      attached hereto. The
      Placement Agent shall indemnify and hold harmless the Company and each of its
      affiliates, stockholders, directors, officers, employees, agents and controlling
      persons within the meaning of the Securities Act of 1933, as amended, to the
      same extent as set forth in the indemnity from the Company in Exhibit B, but
      only in connection with (i) information relating to the Placement Agent
      furnished in writing to the Company specifically for inclusion in the Offering
      Materials and (ii) any and all losses, claims, expenses, damages and liabilities
      arising out of the gross negligence or willful misconduct of the Placement
      Agent. Such indemnification will survive the Closing and any termination of
      the
      Offering or this Agreement.

    7. 
      Termination.
      This
      Agreement and the Offering shall terminate on October 31, 2007 if the Offering
      has not been consummated prior to such date. The Company and the Placement
      Agent
      may also terminate or extend the Agreement at any time by mutual written
      consent.

    


    8. 
      Competing
      Claims.
      The
      Company acknowledges and agrees that no entity has any claims or is entitled
      to
      any payments for services in the nature of a finder’s fee or any other
      arrangements, agreements, payments or understandings pursuant to this Offering,
      except as specified in Section 3 above. 

    


    9.  Miscellaneous.

    


    (a) 
      Governing
      Law.
      This
      Agreement and the transactions contemplated hereby shall be governed in all
      respects by the laws of the State of New York, without giving effect to its
      conflict of laws principles. Venue for all purposes herein shall be in the
      State
      of New York.

     

    
      
        
        

      

      
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    (b) 
      Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original and all of which together shall constitute one and the same
      instrument.

    


    (c) 
      Notices.
      Whenever notice is required to be given pursuant to this Agreement, such notice
      shall be in writing and shall either be mailed by certified first class mail,
      postage prepaid, or delivered personally or by express courier, addressed to
      the
      parties at their respective addresses set forth above. The notice shall be
      deemed given, if sent by mail, on the third day after deposit in a United States
      post office receptacle, or if delivered personally or by express courier, then
      upon delivery. Either party may change its address by like notice.

     

    (d) 
      Dispute.
      In the
      event of any action at law, suit in equity or arbitration proceeding in relation
      to this Agreement or the transactions contemplated by this Agreement, the
      prevailing party, or parties, shall be paid its reasonable attorney's fees
      and
      expenses arising from such action, suit or proceeding by the other
      party.

    


    (e)
       Entire
      Agreement.
      Except
      for any non-disclosure or confidentiality agreement entered into by and between
      the parties hereto, this Agreement sets forth the entire understanding of the
      parties relating to the subject matter hereof, and supersedes and cancels any
      prior communications, understanding, and agreements between parties. This
      Agreement cannot be modified or changed, nor can any of its provisions be
      waived, except by written agreement signed by the parties against which
      enforcement is sought.

    


    (f)
       Broker-Dealer
      Registration.
      The
      Placement Agent represents and warrants that it is duly licensed as a
      broker-dealer in each jurisdiction in which its activities hereunder require
      registration or license and it is authorized to enter into this Agreement and
      to
      carry out the Offering contemplated hereunder and this Agreement constitutes
      a
      legal, valid and binding obligation of the Placement Agent, enforceable in
      accordance with its terms.

    


    If
      the
      foregoing correctly sets forth the understanding
      between the Placement Agent and the Company, please so indicate in the space
      provided below for that purpose whereupon this letter shall constitute a binding
      agreement between us.

     

    
      	 Very truly yours,
	 
	 ZNOMICS, INC
	 
	 By /s/ Richard A
              Sessions
	 Richard Sessions, Chief Executive
              Officer


    

     

    Confirmed
      and agreed to:

    


    GRIFFIN
      SECURITIES, INC. 

    


    By
/s/
      Adrian Z. Stecyk

    Adrian
      Z.
      Stecyk, President

    
      Date:    June
        11,
        2007

    

     

    
      
        
        

      

      
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      CONFIDENTIAL

       

    

    EXHIBIT
      A

    


    
      
        	 Znomics Excluded Investor
                List	 
	 	 
	 Roger Cone 	 (Founder)
	 Richard Sessions    	 (Founder)
	 Dwight Sangrey 	 (Founder)
	 Stephen Kurtz 	 (Founder)
	 Wenbiao Chen	 (Founder)
	 	 
	 Roger Cone 	 (Investor, Series A & B)
                
	 Richard Sessions 	 (Investor, Series A &
                B)
	 Stephen Kurtz 	 (Investor, Series A)
	 Dwight Sangrey    	 (Investor, Series A)
	 Richard Fernandes 	 (Investor, Series A & B)
                
	 Steven Lieberman 	 (Investor,
                Series A & B)
	 Vince D’Agostino 	 (Investor, Series A)
	 Stuart Bell 	 (Investor, Series A)
	 Robert Bosselman 	 (Investor, Series A)
	 Forrest Seitz 	 (Investor,
                Series A)
	 Jay Finkelstein 	 (Investor, Series A &
                B)
	 Punk, Ziegel Co. 	 (Investor, Series A &
                B)
	 James Ackerman 	 (Investor, Series A)
	 John Bligh 	 (Investor, Series A)
	 Philip Dileo 	 (Investor,
                Series A & B)
	 Mathew and Sharon Kaplan	 (Investors,
                Series A)
	 Patrick Murphy	 (Investor, Series A)
	 William Punk 	 (Investor, Series A)
	 Sharon Seiler and Charles
                Spielholz	 (Investors, Series A)
	 Nick Stanley 	 (Investor,
                Series B)
	 Lawrence Silverman 	 (Investor, Series B)
	 OHSU	 (Investor, Series A)
	 	 
	 Any Znomics current employees or
                consultants	 
	 	 
	 Jay Zidell	(Bridgeworks)
	 Cheryl Krane	(Bridgeworks)
	 Irving Levin	(Bridgeworks)
	 Paulson Investment Co	(Bridgeworks)
	 Denis Burger	(Bridgeworks)


      


     

    
      
        
        

      

      
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    CONFIDENTIAL


    EXHIBIT
      B

     

    June
      11,
      2007


    


    Griffin
      Securities, Inc.

    17
      State
      Street

    New
      York,
      NY 10004

    


    Attention:
      Adrian Z. Stecyk, President

    


    Dear
      Mr.
      Stecyk:

    


    In
      connection with our (the “Company”) engagement of Griffin Securities, Inc.
      ("Griffin") as our financial advisor and/or placement agent, we hereby agree
      to
      indemnify and hold harmless Griffin and its affiliates, and the respective
      controlling persons, directors, officers, shareholders, agents and employees
      of
      any of the foregoing (collectively the "Indemnified Persons"), from and against
      any and all claims, actions, suits, proceedings (including those of
      shareholders), damages, liabilities and expenses incurred by any of them
      (including the reasonable fees and expenses of counsel), (collectively a
      "Claim"), which are (A) related to or arise out of (i) any actions taken or
      omitted to be taken (including any untrue statements or alleged untrue
      statements made or any statements omitted or alleged to have been omitted to
      be
      made) by the Company, or (ii) any actions taken or omitted to be taken by any
      Indemnified Person in connection with our engagement of Griffin, or (B)
      otherwise relate to or arise out of Griffin's activities on our behalf pursuant
      to Griffin’s engagement, and we shall reimburse any Indemnified Person for all
      expenses (including the reasonable fees and expenses of counsel) incurred by
      such Indemnified Person in connection with investigating, preparing or defending
      any such claim, action, suit or proceeding, whether or not in connection with
      pending or threatened litigation, in which any Indemnified Person is a party.
      We
      will not, however, be responsible for any Claim which is finally judicially
      determined to have resulted from
      the
      gross negligence or willful misconduct of any Indemnified Person. We further
      agree that no Indemnified Person shall have any liability to us for or in
      connection with our engagement of Griffin except for any Claim incurred by
      us as
      a result of any Indemnified Person's gross negligence or willful
      misconduct.

    


    We
      further agree that we will not, without the prior written consent of Griffin,
      settle, compromise or consent to the entry of any judgment in any pending or
      threatened Claim in respect of which indemnification may be sought hereunder
      (whether or not any Indemnified Person is an actual or potential party to such
      Claim), unless such settlement, compromise or consent includes an unconditional,
      irrevocable release of each Indemnified Person hereunder from any and all
      liability arising out of such Claim.

     

    Promptly
      upon receipt by an Indemnified Person of notice of any complaint or the
      assertion or institution of any Claim with respect to which indemnification
      is
      being sought hereunder, such Indemnified Person shall notify us in writing
      of
      such complaint or of such assertion or institution, but failure to so notify
      us
      shall not relieve us from any obligation we may have hereunder unless and only
      to the extent such failure results in the forfeiture by us of substantial rights
      and defenses. If we so elect or are requested by such Indemnified Person, we
      will assume the defense of such Claim, including the employment of counsel
      reasonably satisfactory to such Indemnified Person and the payment of the fees
      and expenses of such counsel. In the event, however, that legal counsel to
      such
      Indemnified Person 

     

    
      
        
        

      

      
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      reasonably
        determines and provides written correspondence to us that having common counsel
        would present such counsel with a conflict of interest or if the defendant
        in,
        or target of, any such Claim, includes an Indemnified Person and us, and
        legal
        counsel to such Indemnified Person reasonably concludes that there may be
        legal
        defenses available to it or other Indemnified Persons different from or in
        addition to those available to us, then such Indemnified Person may employ
        its
        own separate counsel to represent or defend it in any such Claim and we shall
        pay the reasonable fees and expenses of such counsel. Notwithstanding anything
        herein to the contrary, if we fail timely or diligently to defend, contest,
        or
        otherwise protect against any Claim, the Indemnified Person shall have the
        right, but not the obligation,
        to defend, contest, assert cross claims, or counterclaims or otherwise protect
        against the same, and shall be fully indemnified by us therefor, including
        without limitation, for the reasonable fees and expenses of its counsel and
        all
        amounts paid as a result of such Claim or the compromise or settlement thereof.
        In no event, however, will any Indemnified Party, without our prior written
        consent (which will not be unreasonably withheld), settle, compromise or
        consent
        to the entry of any judgment in any pending or threatened Claim in respect
        of
        which indemnification may be sought hereunder (whether or not any Indemnified
        Person is an actual or potential party to such Claim). In any Claim in which
        we
        assume the defense, the Indemnified Person shall have the right to participate
        in such Claim and to retain its own counsel therefor at its own
        expense.

    

    


    We
      agree
      that if any indemnity sought by an Indemnified Person hereunder is unavailable
      for any reason then (whether or not Griffin is the Indemnified Person), we
      and
      Griffin shall contribute to the Claim for which such indemnity is held
      unavailable in such proportion as is appropriate to reflect the relative
      benefits to us, on the one hand, and Griffin on the other, in connection with
      Griffin's engagement referred to above, subject to the limitation that in no
      event shall the amount of Griffin's contribution to such Claim exceed the amount
      of fees actually received by Griffin from us pursuant to Griffin's engagement.
      We hereby agree that the relative benefits to us, on the one hand, and Griffin
      on the other, with respect to Griffin's engagement shall be deemed to be in
      the
      same proportion as (a) the total value paid or proposed to be paid or received
      by us or our stockholders as the case may be, pursuant to the transaction
      (whether or not consummated) for which you are engaged to render services bears
      to (b) the fee paid or proposed to be paid to Griffin in connection with such
      engagement.

    


    Our
      indemnity, reimbursement and contribution obligations under this Agreement
      shall
      be in addition to, and shall in no way limit or otherwise adversely affect
      any
      rights that any Indemnified Party may have at law or at equity.

     

    The
      validity and interpretation of this agreement shall be governed by and construed
      and enforced in accordance with the laws of the State of New York applicable
      to
      agreements made and to be fully performed therein (excluding the conflicts
      of
      laws rules). Each of Griffin and the Company hereby irrevocably submits to
      the
      jurisdiction of any court of the State of New York for the purpose of any suit,
      action or other proceeding arising out of this agreement or the transactions
      contemplated hereby, which is brought by or against Griffin or the Company
      and
      in connection therewith, each of Griffin and the Company (i) hereby irrevocably
      agrees that all claims in respect of any such suit, action or proceeding may
      be
      heard and determined in any such court, (ii) to the extent that it has acquired,
      or hereafter may acquire, any immunity from jurisdiction of any such court
      or
      from any legal process therein, it hereby waives, to the fullest extent
      permitted by law, such immunity and (iii) agrees not to commence any action,
      suit or proceeding relating to this agreement other than in any such court.
      Each
      of Griffin and the Company hereby waives and agrees not to assert in any such
      action, suit or proceeding, to the fullest extent permitted by applicable law,
      any claim that (a) it is not personally subject to the jurisdiction of any
      such
      court, (b) it is immune from any legal process (whether through service or
      notice, attachment prior to judgment, attachment in aid of execution, execution
      or otherwise) with respect to its property of (c) any suit, action or proceeding
      is brought in an inconvenient forum. 

     

    
      
        
        

      

      
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    The
      provisions of this Agreement shall survive and remain in full force and effect
      following the completion or termination of Griffin's
      engagement.



    
      	 Very truly yours,
	 
	 ZNOMICS, INC
	 
	 By /s/ Richard A
              Sessions
	 Richard Sessions, Chief Executive
              Officer


    

     

    Confirmed
      and agreed to:

    


    GRIFFIN
      SECURITIES, INC.

    


    By
/s/
      Adrian Z. Stecyk

    Adrian
      Z.
      Stecyk, President

    
       

      Date: 
        June
        11,
        2007