Exhibit 10.29


 


Dawson James Securities, Inc.


925 South Federal Highway - Suite #600


Boca Raton, FL 33432


 


February 26,
2010


 


PERSONAL &
CONFIDENTIAL


 


Mr. John
Flavin


President
and Chief Financial Officer


Advanced
Life Sciences, Inc.


1440
Davey Road


Woodridge,
IL 60517


 


Dear
John:


 


Dawson
James Securities, Inc. (“DJSI”) is pleased to act as exclusive placement agent
for Advanced Life Sciences Holdings, Inc. (the “Company”, or “ADLS”) in
connection with the proposed offering of the Company’s securities as described
in this letter (the “Registered Placement”), subject to the terms and
conditions of this letter agreement. We will provide investment banking
services to the Company which may include: (i) advising the Company with
respect to the proposed structure, terms and conditions of the Registered
Placement and (ii) reviewing publicly-available documents to advise whether the
Company has an appropriate capital structure given its market opportunity, with
the understanding that DJSI may advise changes in the Company’s capital
structure as a result of this review and present strategies to effect such
changes. The purpose of this letter is to memorialize the terms of our
engagement by the Company.


 


1.                                       Transaction
Summary. During the term of this engagement, as defined in paragraph 7, DJSI
will be the exclusive placement agent to the Company with respect to the
Registered Placement of approximately $20 million of newly issued common stock
and warrants (to the extent such common stock and warrants are offered together,
the “Units” and collectively, the “Securities”) pursuant to a registration
statement on Form S-1 which may be amended and supplemented (as amended and
supplemented, the “Registration Statement”) to be filed with the Securities and
Exchange Commission (the “SEC”). The Units may be sold in one ore more closings
during the term of this engagement (each, a “Closing”). The specific terms of
the Registered Placement will depend on the results of DJSI’s due diligence, as
well as market conditions, and will be subject to negotiation between the
Company and DJSI.


 


2.                                       Best Efforts. It is
understood that DJSI’s involvement is strictly on a best efforts basis and that
the consummation of the Registered Placement will be subject to, among other
things, market conditions.


 

















 


3.                                       Interim
Activity. Except (i) in connection with (a) the exercise of
warrants and options outstanding prior to the closing of the Registered
Placement, (b) the Company’s grant of options to its officers, directors,
employees, and consultants under its stock option plan, and (c) the sale of
approximately $500,000 worth of Common Stock to Y.A. Global Investors, LLC (“YA”)
on or about March 4, 2010 under the Company’s Standby Equity Distribution
Agreement with YA, and (ii) as contemplated by this letter agreement, the
Company will not directly during the term of this engagement, without DJSI’s
prior written consent sell shares of capital stock or issue warrants or
options.


 


Notwithstanding
the foregoing and the exclusive nature of this engagement, DJSI hereby
acknowledges and agrees that during the term of this engagement, the Company
may assist with the identification of one or more other persons or entities to
act as potential selected dealers for the distribution by DJSI of the
securities to be sold in the Registered Placement.


 


4.                                       Information
Provided to DJSI. In connection with our engagement, the Company has
agreed to furnish to DJSI, on a timely basis, all relevant information needed
by DJSI or its advisors or legal counsel to perform under the terms of this
letter agreement. During our engagement, it may be necessary for us: to
interview the management of, the auditors for, and the consultants and advisors
to the Company; to rely (without independent verification) upon data furnished
to us by them; and to review any financial and other reports relating to the
business and financial condition of the Company as we may determine to be
relevant under the circumstances. In this connection, the Company will make
available to us such information as we may request, including information with
respect to the assets, liabilities, earnings, earning power, financial
condition, historical performance, future prospects and financial projections
and the assumptions used in the development of such projections of the Company.
We agree that all nonpublic information obtained by us in connection with our
engagement will be held by us in strict confidence and will be used by us
solely for the purpose of performing our obligations relating to our
engagement. In that regard, we acknowledge that we are aware of our
responsibilities under the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder, including, without limitation, rules
and regulations with respect to insider trading.


 


We
do not assume any responsibility for, or with respect to, the accuracy,
completeness or fairness of the information and data supplied to us by the
Company or its representatives. In addition, the Company acknowledges that we
will assume, without independent verification, that all information supplied to
us with respect to the Company that is included in the Registration Statement
will be true, correct and complete in all material respects and will not
contain any untrue statements of material fact or omit to state a material fact
necessary to make the information supplied to us not misleading. If at any time
during the course of our engagement the Company becomes aware of any material
change in any of the information previously furnished to us, it will promptly
advise us of the change or furnish us with additional information.


 


5.                                       Company
Representations. The Company hereby represents and warrants to DJSI
that the Company will:


 

















 


(a)                                  Issue a press
release as soon as possible following the pricing of the offering upon
agreement by the Company and DJSI. To the extent permissible under Rule 134
under the Securities Act of 1933, as amended (the “Securities Act”), such press
release will include the number and price of the Securities offered, the number
of and exercise price of the warrants sold as part of the Units and the gross
proceeds from the Registered Placement.


 


(b)                                 On date ofeach
Closing, cause outside counsel to the Company to deliver an opinion to DJSI
regarding such matters as DJSI shall reasonably request, including the
following (i) good standing in all jurisdictions where it does business, (ii) the
shares included in the Units, the shares issuable upon exercise of warrants
included in the Units, the shares issuable upon exercise of the warrants to be
issued to DJSI, and all other shares of common stock sold in the Registered
Placement are, or will be upon receipt of payment therefore, duly authorized,
validly issued, fully-paid and nonassessable, (iii) the Registered Placement
has been duly authorized by the Board of Directors and, is not subject to
stockholder approval, (iv) the Registered Placement does not conflict with or
require notice under the Company’s bylaws or charter or any material agreement
to which the Company is a party and which the Company has filed as an exhibit
to the Registration Statement pursuant to Item 601(b)(l0) of Regulation S-K,
and (v) the Registration Statement complies as to form in all material respects
with the Securities Act and the rules and regulations related thereto.


 


(c)                                  Prior to the
consummation of the Registered Placement, obtain written lock-up agreements
restricting the Company, its Officers and its Directors from directly or
indirectly selling, offering, contracting or granting any option to sell
(including without limitation any short sale), pledge, transfer, establish an
open “put equivalent position” within the meaning of Rule l6a-l(h) under the
Securities Exchange Act of 1934, as amended, or otherwise dispose of any
shares, options or warrants to acquire the Company’s common stock, or
securities exchangeable or exercisable for or convertible into the Company’s
common stock currently or hereafter owned by them either of record or
beneficially, or publicly announce an intention to do any of the foregoing. This
restriction terminates after the close of trading of the shares on and
including the 90 days after the latest Closing. However, subject to certain
exceptions, in the event that either (i) during the last 17 days of the 90-day
restricted period, the Company issues an earnings release or material news or a
material event relating to the Company occurs or (ii) prior to the expiration
of the 90-day restricted period, the Company announces that it will release
earnings results during the 16-day period beginning on the last day of the
90-day restricted period, then in either case the expiration of the 90-day
restricted period will be extended until the expiration of the 18-day period
beginning on the date of the issuance of an earnings release or the occurrence
of the material news or event, as applicable, unless DJSI waives, in writing,
such an extension. DJSI may, in its sole discretion and at any time or from
time to time before the termination of the 90-day period, without notice,
release all or any portion of the securities subject to lock-up agreements.


 

















 


(d)                                 Prior to the
initial filing of the registration statement, all officers and directors of the
Company shall execute NASD questionnaires.


 


(e)                                  Other than
DJSI, no FINRA member has provided investment banking, financial advisory
and/or consulting services to the Company during the 180 day period prior to
filing the Registration Statement, nor is any F1NRA member expected to provide
such services during the 90 day period following completion of the Registered
Placement; provided, however, that none of the foregoing
other than DJSI have provided or, during the term of the engagement, will
provide such services to the Company in connection with the Registered
Placement, nor have or will they be compensated by the Company in connection
with the Registered Placement.


 


6.                                       Scope of
Engagement. The Company acknowledges that we will not make, or
arrange for others to make, an appraisal of any physical assets of the Company.


 


DJSI
has been engaged by the Company only in connection with the matters described
in this letter agreement and for no other purpose. Except as provided in this
letter, we have not made, and will assume no responsibility to make any
representation in connection with our engagement as to any legal matter. Except
as specifically provided in this letter agreement, DJSI shall not be required
to render any advice or reports in writing or to perform any other services.


 


7.                                       Term of
Engagement. Our representation on an exclusive basis will
continue for a period of nine (9) months from the date first set forth above;
however, either party may terminate the relationship at any time upon 15 days
prior written notice to the other party; provided, that no such expiration or
termination will effect the matters set forth in Section 9-18 of this letter
agreement and reimbursement of legal expenses pursuant to Section 8(a).


 


8.                                       Fees and
Expenses.


 


(a)                                  Upon signing of
this letter agreement, DJSI will be paid a cash deposit of $10,000 (the “Deposit”)
against actual out-of-pocket expenses; any unused amounts of the Deposit will
be returned to the Company along with appropriate documentation of amounts
expended promptly upon demand by the Company in writing. The Company shall also
reimburse DJSI for any legal expenses incurred in connection with the
Registered Placement up to $40,000. Upon each Closing of the Registered
Placement, the Company will also pay DJSI a non-accountable expense allowance
equal to 2.0% of the gross proceeds received from the Registered Placement in
each such Closing. For clarification, if the Registered Placement is not
consummated, DJSI will be reimbursed for up to $40,000 of legal expenses
incurred pursuant to this Section 8(a) and only reasonable out of pocket
expenses, each upon presentation of appropriate documentation of amounts
incurred or expended.


 

















 


(b)                                 Compensation
for our investment banking services will be as follows:


 


(i)                                     Transaction Fee. Upon each
Closing of the Registered Placement (with the first Closing resulting in gross
proceeds to the Company of at least $15,000,000), the Company will pay DJSI a
transaction fee in cash (the “Fee”) in an amount equal to 6.0% of the gross
proceeds received from sale of its Securities in such Closing. DJSI agrees that
the Fee is contingent on the Closing of the Registered Placement, and that the
Company will not be obligated to pay the Fee unless the Registered Placement is
completed.


 


(ii)                                  Transaction Fee Warrants. Upon each
Closing of the Registered Placement, the Company will issue DJSI warrants to
purchase 5% of the common stock sold in such Registered Placement with an
exercise price equal to 160% of the price of the Units in such Closing;
however, the warrants issued to DJSI will be exercisable for only shares of
common stock and not warrants or other securities included in the Units in the
Registered Placement The warrants will have a term of five (5) years from the
date of effectiveness of the Registration Statement and will be exercisable
after six (6) months from the date of effectiveness. The warrants will be
issued pursuant to the warrant purchase agreement substantially in the form
attached as Exhibit B.


 


(c)                                  All warrants
issued to DJSI shall be subject to the following additional terms and
conditions.


 


(i)                                     The DJSI warrants shall not
have anti-dilution terms that allow DJSI and related persons to receive more
shares or to exercise at a lower price than originally agreed upon at the time
of the Registered Placement when the public shareholders have not been
proportionally affected by a stock split, stock dividend, or other similar
event.


 


(ii)                                  The DJSI warrants shall not
have anti-dilution terms that allow DJSI and related persons to receive or
accrue cash dividends prior to the exercise or conversion of the DJSI warrants.


 


(iii)                               For a period of six months
after the issuance date of the DJSI warrants (which shall not be earlier than
the respective Closing date of the Registered Placement), neither the D3SI
warrants nor any warrant shares issued upon exercise of the DJSI warrants shall
be (A) sold, transferred, assigned, pledged, or hypothecated, or (B) the
subject of any hedging, short sale, derivative, put, or call transaction that
would result in the effective economic disposition of the securities by any
person for a period of 180 days immediately following the date of effectiveness
or commencement of sales of the Registered Placement, except the transfer of
any security as permitted by the FINRA rules.


 

















 


(iv)                              The DJSI warrants shall
include any other terms and conditions, or any modifications to the above terms
and conditions, as may be required under the FINRA rules.


 


(d)                                 Except as set
forth above, the warrants issued to DJSI shall have terms identical to those
sold to the investors in the Registered Placement. The Company acknowledges and
agrees that it will be responsible for, and shall pay all of the Company’s
costs and expenses related to the purchase, sale and delivery of its Securities
in the Registered Placement. This includes, without limitation, all fees and
expenses of filing with the SEC and FINRA, all Blue Sky fees and expenses, fees
and disbursements of counsel and accountants for the Company, printing costs,
and any Company specific road show costs and expenses of Company management
and/or staff.


 


9.                                       Indemnity and
Contribution. The parties agree to the terms of DJSI’s standard
indemnification agreement, which is attached hereto as Appendix A and
incorporated herein by reference. The provisions of this paragraph 9 shall
survive any termination of this letter agreement.


 


10.                                 Other Business. The Company
understands that if DJSI is asked to act for the Company in any other formal
additional capacity relating to this engagement but not specifically addressed
in this letter, then such activities shall constitute separate engagements and
the terms and conditions of any such additional engagements will be embodied in
one or more separate written agreements, containing provisions and terms to be
mutually agreed upon, including without limitation appropriate indemnification
provisions.


 


11.                                 Other DJSI Activities. DJSI is a
fill service securities firm engaged in securities trading and brokerage
activities as well as investment banking and financial advisory services. In
the ordinary course of our trading and brokerage activities, DJSI or its
affiliates may hold positions, for its own account or the accounts of
customers, in equity, debt or other securities of the Company or any other
company that may be involved in a Registered Placement with the Company. DJSI
represents that there are no existing agreements between DJSI and any of the
Company’s stockholders who will execute a lock-up agreement, providing consent
to the sale of shares prior to the expiration of the lock-up period.


 


12.                                 Compliance with
Applicable Law. In connection with this engagement, the Company
and DJSI will comply with all applicable federal, state and foreign securities
laws and other applicable laws.


 


13.                                 Independent
Contractor. DJSI is and at all times during the term hereof
will remain an independent contractor, and nothing contained in this letter
agreement will create the relationship of employer and employee or principal
and agent as between the Company and DJSI or any of its employees. Without
limiting the generality of the foregoing, all final decisions with respect to
matters about which DJSI has provided services hereunder shall be solely those
of the Company, and DJSI shall have no liability relating thereto or arising
therefrom. It is understood that DJSI’s responsibility to the Company is solely
contractual in nature and that DJSI does not


 

















 


owe
the Company, or any other party, any fiduciary duty as a result of its
engagement. DJSI shall maintain a detailed record of potential purchasers that
received a preliminary prospectus during the offering.


 


14.                                 Successors and
Assigns. This letter agreement and all obligations and benefits of the parties
hereto shall bind and shall inure to their benefit and that of their respective
successors and assigns. The indemnity and contribution provisions incorporated
into this letter agreement are for the express benefit of the officers,
directors, employees, consultants, agents and controlling persons of DJSI and
their respective successors, assigns and parent companies.


 


15.                                 Announcements. The Company
grants to DJSI the right to place customary announcement(s) of this engagement
(following completion of the Registered Placement) in certain newspapers and to
mail announcement(s) to persons and firms selected by DJSI, and all costs of
such announcement(s) will be borne by DJSI. DJSI agrees that all such
announcements shall be made in compliance with federal and state securities
laws, and subject to approval by the Company.


 


16.                                 Governing Law
and Arbitration. This agreement shall be governed by and construed
under the laws of the State of Delaware applicable to contracts made and to be
performed entirely within the State of Delaware.


 


17.                                 General
Provisions. No purported waiver or modification of any of the
terms of this letter agreement will be valid unless made in writing and signed
by the parties hereto. Section headings used in this letter agreement are
for convenience only, are not a part of this letter agreement and will not be
used in construing any of the terms hereof. This letter agreement constitutes
and embodies the entire understanding and agreement of the parties hereto
relating to the subject matter hereof, and there are no other agreements or
understandings, written or oral, in effect between the parties relating to the
subject matter hereof. No representation, promise, inducement or statement of
intention has been made by either of the parties hereto which is to be embodied
in this letter agreement, and none of the parties hereto shall be bound by or
liable for any alleged representation, promise, inducement or statement of
intention, not so set forth herein. No provision of this letter agreement shall
be construed in favor of or against either of the parties hereto by reason of
the extent to which either of the parties or its counsel participated in the
drafting hereof. If any provision of this letter agreement is held by a court
of competent jurisdiction to be invalid, illegal or unenforceable, the
remaining provisions hereof shall in no way be affected and shall remain in
full force and effect. This letter agreement may be executed in any number of
counterparts and by facsimile signature.


 


18.                                 Nondisclosure. The Company
agrees that any information or advice (other than any information or advice
relating to the U.S. tax treatment and U.S. tax structure of any transaction)
rendered by DJSI or any of DJSI representatives in connection with this
engagement is for the confidential use of the Company and its agents, advisors
and representatives only and the Company will not, and will not permit any
other third party to, disclose or otherwise refer to such advice or information
or to DJSI in any manner without the prior written consent of DJSI.


 

















 


If
the foregoing correctly sets forth your understanding of our agreement, please
sign the enclosed copy of this letter and return it to DJSI.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  DAWSON
  JAMES SECURITIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/
  Joseph E. Balagot

  
	
   

  	
   

  	
  Joseph
  E. Balagot

  
	
   

  	
   

  	
  Senior
  Managing Director, Investment Banking

  



 


 


The
undersigned hereby accepts, agrees to and becomes party to the foregoing letter
agreement, effective as of the date first written above.


 


	
  ADVANCED
  LIFE SCIENCES HOLDINGS, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:
  

  	
  /s/
  Michael T. Flavin

  	
   

  
	
   

  	
  Michael
  T. Flavin, Ph.D.

  	
   

  
	
   

  	
  Chief
  Executive Officer

  	
   

  



 

















 


APPENDIX A-INDEMNIFICATION AGREEMENT


 


The
Company agrees to indemnify and hold harmless DJSI and its officers, directors,
employees, affiliates (as such term is defined in Rule 501(b) under the
Securities Act of 1933, as amended) and controlling persons (within the meaning
of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the
Securities Exchange Act of 1934, as amended) (DJSI and each such other persons
are collectively and individually referred to below as an “Indemnified Party”)
from and against any and all loss, claim, damage, liability and expense
whatsoever, as incurred, including, without limitation, reasonable costs of any
investigation, legal and other fees and expenses incurred in connection with,
and any amounts paid in settlement of, any action, suit or proceeding or any
claim asserted, to which the Indemnified Party may become subject under any
applicable federal or state law (whether in tort, contract or on any other
basis) or otherwise, (i) arising out of or based upon any untrue statement or
alleged untrue statement of a material fact contained in the registration
statement (including documents, incorporated by reference) (the “Registration
Statement”) or arising out of or based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading or (ii) related to the performance by the
Indemnified Party of the services contemplated by this letter agreement
(including, without limitation, the offer and sale of the Securities) and will
reimburse the Indemnified Party for all expenses (including reasonable legal
fees and expenses) in connection with the investigation of, preparation for or
defense of any pending or threatened claim or any action or proceeding arising
therefrom, whether or not the Indemnified Party is a party and whether or not
such claim, action or proceeding is initiated or brought by the Company. The
Company will not be liable under clause (ii) of the foregoing indemnification
provision to the extent that any loss, claim, damage, liability or expense is
found in a judgment by a court or arbitrator to have resulted from the
Indemnified Party’s willful misconduct, gross negligence, or bad faith. The
Company also agrees that the Indemnified Party shall have no liability (whether
direct or indirect, in contract, tort or otherwise) to the Company related to,
or arising out of, the engagement of the Indemnified Party pursuant to, or the
performance by the Indemnified Party of the services contemplated by, this
letter agreement except to the extent that any loss, claim, damage, liability
or expense is found in a judgment by a court or arbitrator to have resulted
from the Indemnified Party’s willful misconduct, gross negligence, or bad
faith.


 


If
the indemnity provided above shall be unenforceable or unavailable for any
reason whatsoever, the Company, its successors and assigns, shall contribute to
all such losses, claims, damages, liabilities and expenses (including, without
limitation, reasonable costs of any investigation, legal or other fees and
expenses incurred in connection with, and any amounts paid in settlement of,
any action, suit or proceeding or any claim asserted) (i) in such proportion as
is appropriate to reflect the relative benefits received by the Company and
DJSI under the terms of this letter agreement or (ii) if the allocation
provided for by clause (i) of this sentence is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i), but also the relative fault of the Company and DJSI
in connection with the matter(s) as to which contribution is to be made. The
relative benefits received by the Company and DJSI shall be deemed to be in the
same proportion as the fee the


 

















 


Company
actually pays to DJSI bears to the total value of the consideration paid or to
be paid to the Company in the Registered Placement. The relative fault of the
Company and DJSI shall be determined by reference to, among other things,
whether any untrue or alleged untrue statement of material fact or omission or
alleged omission to state a material fact relates to information supplied by
the Company or by DJSI and the Company’s and DJSI’s relative intent, knowledge,
access to information and opportunity to correct. The Company and DJSI agree
that it would not be just or equitable if contribution pursuant to this
paragraph were determined by pro rata allocation or by any other method of
allocation which does not take into account these equitable considerations.
Notwithstanding the foregoing, to the extent permitted by law, in no event
shall the Indemnified Party’s share of such losses, claims, damages,
liabilities and expenses exceed, in the aggregate, the fee actually paid to the
Indemnified Party by the Company. The Company further agrees that, without DJSI’s
prior written consent, which consent will not be unreasonably withheld, it will
not enter into any settlement of a lawsuit, claim or other proceeding arising
out of the transactions contemplated by this agreement unless such settlement
includes an explicit and unconditional release from the party bringing such
lawsuit, claim or other proceeding of all such lawsuits, claims, or other
proceedings against the Indemnified Parties.


 


The
Indemnified Party will give prompt written notice to the Company of any claim
for which it seeks indemnification hereunder, but the omission to so notify the
Company will not relieve the Company from any liability which it may otherwise
have hereunder except to the extent that the Company is damaged or prejudiced
by such omission or from any liability it may have other than under this
Appendix A. In addition to the Company’s other obligations hereunder and
without limitation, the Company agrees to pay monthly, upon receipt of itemized
statements therefore, all reasonable fees and expenses of counsel incurred by
an Indemnified Party in defending any claim of the type set forth in the
preceding paragraphs or in producing documents, assisting in answering any
interrogatories, giving any deposition testimony or otherwise becoming involved
in any action or response to any claim relating to the engagement referred to
herein, or any of the matters enumerated in the preceding paragraphs, whether
or not any claim is made against an Indemnified Party or an Indemnified Party
is named as a party to any such action.


 














 


DAWSON
JAMES SECURITIES, INC.


925
South Federal Highway, Suite No. 600


Boca
Raton, Florida  33432


 


May 27, 2010


 


Mr. John Flavin


President and Chief
Financial Officer


Advanced Life Sciences
Holdings, Inc.


1440 Davey Road


Woodridge, IL 60517


 


Re: Amendment of Engagement Letter


 


Dear Mr. Flavin,


 


This letter amends the letter agreement between
Advanced Life Sciences Holdings, Inc. (the “Company”) and Dawson James
Securities, Inc. (“DJSI”) dated February 26, 2010 (the “Engagement
Letter”) as follows:


 


1.  Non-accountable Expense Allowance.  The non-accountable expense allowance
referenced in Section 8(a) is deemed to include the $10,000 deposit
paid by the Company to DJSI.


 


2.  Legal Expense Reimbursement. 
The reference to “$40,000” of legal expenses in Section 8(a) of
the Engagement Letter is hereby replaced with “$20,000” so that the amount of
legal expenses the Company will reimburse DJSI is up to $20,000 rather than
$40,000.


 


3.  Transaction Fee.  The
reference to the gross proceeds of “$15,000,000” in Section 8(b)(i) of
the Engagement Letter is hereby replaced with “an amount to be mutually agreed
to by the Company and DJSI” so that the Fee described in Section 8(b)(i) of
the Engagement Letter will be payable upon the first closing of an offering
resulting in gross proceeds to the Company of an amount to be mutually agreed
to by the Company and DJSI rather than $15,000,000.


 


4.  Warrant Coverage The reference to “5%” in Section 8(b)(ii) of
the Engagement Letter is hereby replaced with “4%” so that the warrant issuable
to DJSI is 4% of the common stock sold in the Registered Placement, rather than
5%.


 


Except as set forth above, the Engagement Letter
shall remain in full force and effect. 
If you agree with the above please sign below and return an executed copy
of this letter to my attention.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  DAWSON
  JAMES SECURITIES, INC.

  
	
   

  	
   

  
	
   

  	
  /s/ Joseph E. Balagot

  
	
   

  	
  Joseph
  E. Balagot

  
	
   

  	
  Senior Managing Director

  



 

















 


AGREED AND ACCEPTED:


 


Advanced Life Sciences
Holdings, Inc.


 


	
  /s/ John Flavin

  	
   

  
	
  John
  Flavin

  	
   

  
	
  President and Chief
  Financial Officer