Exhibit 10.1


 


[LEADERS BANK LETTERHEAD]


 


Michael
T. Flavin, PhD


Chief
Executive Officer


Advanced
Life Sciences, Inc.


1440
Davey Rd.


Woodridge,
IL.  60517


 


September 29,
2008


 


Dear
Dr. Flavin:


 


The
Leaders Bank has reviewed your loan application and hereby offers to amend and
increase the existing line of credit extended to Advanced Life Sciences, Inc under
the following terms and conditions:


 


	
  Amount:

  	
   

  	
  $10,000,000
  (an increase of $6,000,000)

  
	
   

  	
   

  	
   

  
	
  Term:

  	
   

  	
  27
  Months. Principal shall be due and payable in one lump sum on Maturity Date
  (see below). The line of credit will include a revolving feature to it. In
  addition, the Leaders Bank hereby agrees to waive all rights to call this
  debt upon Demand except if an event of default exists as described in the
  loan documents.

  
	
   

  	
   

  	
   

  
	
  Maturity
  Date:

  	
   

  	
  January 1,
  2011 (formerly January 1, 2010)

  
	
   

  	
   

  	
   

  
	
  Interest
  Rate:

  	
   

  	
  8.5%
  Fixed

  
	
   

  	
   

  	
   

  
	
  Collateral:

  	
   

  	
  All
  Business Assets of Advanced Life Sciences, Inc., as defined in the
  current commercial security agreement of April 18, 2006, the pledge by
  ALS Ventures of 2,540,000 shares of Advanced Life Sciences Holdings, Inc
  Common Stock

  
	
   

  	
   

  	
   

  
	
  Repayment:

  	
   

  	
  Interest
  Only Monthly, Principal due at maturity

  
	
   

  	
   

  	
   

  
	
  Closing
  Fee:

  	
   

  	
  Warrants
  for 65,000 shares of Advanced Life Sciences, Inc Common Stock with a strike
  price of $1/ share.

  
	
   

  	
   

  	
   

  
	
  Covenants:

  	
   

  	
  Any
  cumulative sales exceeding $9 million under the $15 million Standby Equity
  Distribution Agreement (SEDA) currently in place between the Company and YA
  Global Investments, L.P. will not be utilized without the prior written
  consent of The Leaders Bank.

  



 

















 


	
  Other:

  	
   

  	
  All
  other terms and conditions shall remain substantially the same as the terms
  agreed to in the current loan agreement scheduled to mature on 1-1-2010.

  
	
   

  	
   

  	
   

  
	
  Commitment

  	
   

  	
   

  
	
  Expiration
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
  This
  Commitment expires on 10-31-08. Subject to the terms and conditions of this
  Commitment, the loan will be documented and closed in a timely manner after
  all conditions of the Commitment have been satisfied. Funding shall also be
  conditioned upon the continuing accuracy of the facts and representations of
  the loan application of submission upon which this Commitment is based and
  the fulfillment of all of the terms and conditions herein. Lender reserves
  the right to terminate this commitment at any time prior to the closing of
  the loan in the event of an adverse change in the financial status of the
  Borrower and/or Guarantor, or if the collateral is damaged or destroyed.

  
	
   

  	
   

  	
   

  
	
  Commitment

  	
   

  	
   

  
	
  &
  Acceptance:

  	
   

  	
  Subject
  to the terms and conditions stated herein, the Commitment is an offer that
  may be accepted by you until 10-7-08. Acceptance shall be signified by
  executing and returning to Lender a copy of this Commitment. No other form of
  acceptance will be effective.

  



 


 


	
  Sincerely,

  	
   

  
	
   

  	
   

  
	
  /s/
  John J. Prosia

  	
   

  
	
   

  	
   

  
	
  John
  J. Prosia

  	
   

  
	
  Executive
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted
  this 29 day of September, 2008

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
      /s/
  Michael T. Flavin

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
      Chief Executive Officer