EXHIBIT
10.29
 
 THE
INVESTOR RELATIONS GROUP INC.
 LETTER
OF AGREEMENT
 Date:January 18, 2010
 
 Section 1.Services
to be Rendered.  (a) The purpose
of this letter is to set forth the terms and conditions on which The Investor
Relations Group, Inc. (“IRG“)
agrees to provide CardioGenics Holdings Inc.  (the “Company”)
a comprehensive public relations program.  These services may include,
but are not limited to all items listed in “Addendum A.”  The Company
represents and warrants that it will provide on a timely basis any information
requested by IRG which is necessary to perform such services and further
represents and warrants that such information shall be accurate.
 
 (b) IRG
and the Company agree that the agreement entered into between the parties dated
September 10, 2009 (the “Prior
Agreement”)is
hereby terminated, effective as of January 18, 2010. IRG acknowledges that it
has been paid in full for all services rendered under the Prior Agreement. IRG
also acknowledges receipt of certificates for 350,000 restricted shares of the
Company’s common stock, which were payable under the Prior Agreement (the “Restricted
Shares”). IRG
acknowledges and agrees that (i) the Restricted Shares are subject to the rights
and restrictions of Rule 144; (ii) the Company shall be under no obligation to
register the Restricted Shares under the Securities Act of 1933, as amended, or
under any state “Blue Sky” laws; (2) that such shares may not be sold,
hypothecated or otherwise transferred except pursuant to an effective
registration statement covering such shares or pursuant to an available
exemption from such registration; and (3) that all certificates evidencing such
shares shall bear a restrictive legend to such effect.  IRG further
agrees to promptly supply such investor information, and to make such further
investor representations and warranties, as the Company may reasonably require
in order to insure compliance with United States federal and state securities
laws.
 
 Section
2.Engagement
Period.  Unless sooner
terminated as provided herein, the term of this agreement (the “Engagement
Period”) shall commence on January 15, 2010 and shall continue for a
period of twelve (12) calendar months.  Following expiration of the
initial Engagement Period, this agreement shall be automatically renewed for
successive Engagement Periods of 12 months each unless either party shall give
the other written notice of its intent not to renew this agreement no later than
30 days prior to the expiration of any Engagement Period
hereunder.   The Company represents that it is duly organized,
validly existing and in good standing under the laws of its jurisdiction of
organization and is duly qualified as a foreign corporation and in good standing
in all jurisdictions in which the nature of its activities requires such
qualification.  The Company further represents to IRG: (1) that it has
full power and authority to carry on its business as presently or proposed to be
conducted and to enter into and perform its obligations under this Agreement;
(2) that this Agreement has been duly authorized by all necessary corporate
actions; and (3) that this Agreement constitutes the valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms (except as such enforcement may limited by bankruptcy, creditors’
rights laws or general principles of equity).
  
 
 Section 3.Fees.  The Company shall
pay to IRG for its services hereunder a maintenance fee (the “Maintenance
Fee”) of $3,000.00 per month beginning January 15, 2010; provided, that the amount of
such Maintenance Fee shall be subject to change by the mutual agreement of the
parties at any time after expiration of the initial twelve (12) month Engagement
Period hereunder immediately upon written notice to the
Company.  Maintenance Fees shall be payable on or before the 1st day
of each calendar month which occurs during the Engagement Period.  In
the event that a partial month shall occur during the Engagement Period, then
the amount of the Maintenance Fee for such month shall be prorated based upon
the number of days in such month that occur during the Engagement Period. If the
Company does not pay its Maintenance Fee and any other recurring charges on or
before the 10th day of
each month, the Company will immediately be assessed and charged a 10% late
fee.
 
 Section 4.Expenses.  In addition to
all other fees payable to IRG hereunder, the Company hereby agrees to reimburse
IRG for all reasonable out-of-pocket expenses incurred in connection with the
performance of services hereunder.  These out-of-pocket expenses shall
include, but are not limited to: telephone, photocopying, postage, messenger
service, clipping service, information retrieval service and IRG wire (for
emails).  No individual expenses over $500 will be expended by IRG
without first obtaining the prior approval of the Company. Under the Prior
Agreement, the Company remitted to IRG $3,500 which was placed on deposit with
IRG and credited to the Company against expenses incurred under the Prior
Agreement (the “Prior
Expense Deposit”). The outstanding balance of
the Prior Expense Deposit shall now be deemed as a deposit under this Agreement
to be credited against expenses incurred by IRG pursuant to this Agreement in
connection with its public relations services (the “PR
Expense Deposit”). From time to time, the
Company will replenish the PR Expense Deposit as necessary to maintain a balance
of $3,500 whenever the balance drops below $500.  The balance of such
deposit is fully refundable should the program terminate.  A running
invoice will be maintained of all expenses incurred and will be submitted to the
Company each month.
 
 Section 5.Indemnification.  Each of the
Company and IRG agrees to defend, indemnify and hold the other and its
respective affiliates, stockholders, directors officers, agents, employees,
successors and assigns (each an "Indemnified
Person") harmless from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses and
disbursements of any kind whatsoever (including, without limitation, reasonable
attorneys' fees) which arise solely from the Company's or IRG's (as the case may
be) breach of its obligations hereunder or any representation or warranty made
by it herein. It is further agreed that the foregoing indemnity shall be in
addition to any rights that either party may have at common law or otherwise,
including, but not limited to, any right to contribution.
 
 Section 6.Termination
of Agreement. (a)
Subject to paragraph (b) below, either party may terminate this agreement and
IRG’s engagement hereunder, with or without cause, immediately upon written
notice given to the other party at any time during the Engagement Period
hereunder. In such event, all compensation accrued to IRG prior to such
cancellation, whether in the form of Maintenance Fees, reimbursement for
expenses or otherwise, will become due and payable immediately upon such
termination and IRG shall be relieved of any and all further obligation to
provide any services hereunder.
  2
 
 (b)
Notwithstanding anything to the contrary herein contained, the obligations of
the Company under Sections 4, 6 and 7, and the provisions of Sections 9 and 10,
shall survive any termination or breach of this agreement by either
party.
 
 Section
7.Solicitation
of Employees.(a) During
the term of this agreement, and for a period of two years after the termination
of this agreement, neither party shall, directly or indirectly: (1) influence or
attempt to influence any employee of the other party to leave such party’s
employ; (2) agree to aid any competitor or customer of the other party in any
attempt to hire any person who was employed by the other party within the
previous two year period; or (3) solicit or induce any person who was employed
by the other party within the previous two-year period to become employed by the
Company. Each party acknowledges that the restrictions in this Section 7 are
reasonable and necessary for the protection of the other party’s business. This
clause is not intended to restrict the individual right of employment but rather
is intended to preserve the contemplated business arrangement and to prevent the
parties from actively recruiting the employees of the opposite
party.
  (b) 
Each party hereby acknowledges and agrees that a breach by it of the
restrictions set forth in paragraph (a) above would cause irreparable harm to
the other party for which money damages alone would be inadequate. 
Accordingly, each party hereby agrees that in such event the other party shall
be entitled to seek an injunction or other equitable remedy in addition to any
other remedies available to it at law.
 
 Section 8.Severability.  In case any
provision of this letter agreement shall be invalid, illegal, or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
be affected or impaired thereby.
 
 Section  9.Consent
to Jurisdiction.  This agreement
shall be governed and construed in accordance with the laws of the State of New
York without regard to conflicts of laws principles.  The parties
further consent to the exclusive jurisdiction of the State and Federal courts
located within the City, County and State of New York to resolve any dispute
arising under this Agreement, and waive any defense to such jurisdiction based
upon inconvenient forum.
 
 Section 10.Other
Services.  If the Company
desires additional services not provided for in this agreement, any such
additional services shall be covered by a separate agreement between the parties
hereto.
 
 Section 11.Entire
Agreement.  This letter
agreement contains the entire agreement of the Company and IRG, and supersedes
any and all prior discussions and agreements, whether oral or written, with
respect to the matters addressed herein.
 
 Section
12.Counterparts.  This letter
agreement may executed in two or more counterparts, each of which shall be
considered an original and all of which, taken together, shall be considered as
one and the same instrument.
  3
 
 Please
evidence your acceptance of the provisions of this letter by signing the copy of
this letter enclosed herewith and returning it to The Investor Relations Group
Inc., 11 Stone Street, 3rd Floor, New York, NY 10004, Attention:  Dian
Griesel, President & CEO.
 
 Very
      truly yours,/s/Dian
      GrieselFounder,
      President and CEOThe
      Investor Relations Group,
Inc.
 
 ACCEPTED
AND AGREED
 AS
OF THE DATE FIRST ABOVE WRITTEN:
 CARDIOGENICS
HOLDINGS INC.
 
 By:
                    /s/Name:
      Yahia GawadTitle:
      Chief Executive
Officer
  4
  ADDENDUM  “A”
 
 PUBLIC RELATIONS:
 
 ·
              Unique
      news pieces and media pitches originated and written by our award-winning,
      well-published editorial staff (approximately twenty+ pieces per
      year)—above and beyond writing normal “material” news
      announcements.
 ·
              Ghost-written/bylined
      white papers and other high-level trade articles written by our staff PhDs
      (one minimum per year).
 ·
              Corporate,
      product, and technology related stories placed in targeted trade
      publications to build sales and
partnerships.
 ·
              National
      and regional trend pieces written and placed in leading magazines and
      newspapers.
 ·
              Syndication
      stories and feature feeds to more than sixteen thousand newspaper and
      other print editors nationwide.
 ·
              Original
      “feature-feed” stories tying your company’s product or service to trends
      and national/world events.
 ·
              Web
      2.0 new marketing including: free search engine optimization of news
      releases, videos, keywords, hot links, blogs, vlogs, social media tags,
      RSS feed inclusion, podcasts, and social media sites (i.e., a unique
      YouTube site, etc.).
 ·
              On-camera
      media training.
 ·
              Satellite
      media tours booked in the Top Twenty U.S.
  markets.
 ·
              Financial
      news formats targeted: CNBC, PowerLunch, Cavuto Report, Bloomberg
      TV, etc.
 ·
              Multiple
      :90 second to 2:30 minute CEO interviews —television quality production
      reel for TV/cable and Internet that is produced and edited in the IRG
      studios.
 ·
              Background
      materials (B-roll) production for television, cable, and trade
      events.
 ·
              Profiles
      written of CEOs and other top company
officers.
 ·
              Headshot
      in our studios—JPEG print ready.
 ·
              Crisis
      management plans.
 ·
              Discounted
      clipping services — to document media
coverage.
 
 {END}
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