BAS CONSULTING, INC.



                                                              July 14, 2003
Akers Biosciences, Inc.
201 Grove Road
Thorofare, NJ 08086


Dear Gentlemen:

         This letter will serve to confirm and memorialize our understanding
that BAS Consulting, Inc. ("Finder"), subject to the terms and conditions set
forth below, is authorized to assist and has already assisted Akers Biosciences,
Inc., a New Jersey corporation (the "Company"), with respect to one or more
transactions relating to financings of or for the Company whereby Southridge
Capital Management, LLC and entities associated with Southridge Capital
Management, LLC (collectively referred to as "Southridge") were introduced to
Company introduced by Finder and have agreed to make an equity investment in the
Company by way of a purchase of capital stock.

         The terms and conditions of such exclusive authority hereby granted to
Finder are as follows:

1.       Services.
         --------

                  In connection with Finder's services to be provided hereunder,
Finder shall not be required to and shall not:

i.       participate in negotiations between an Entity and the Company,

ii.      conduct  special  market  operations  with  respect  to the  securities
         of the Company or any Entity contemplating a proposed Transaction which
         departs from casual trading,

iii.     arrange any securities transaction, or

iv.      participate in securities transactions involving the securities of the
         Company and/or any Entity contemplating a proposed Transaction at any
         key point in the chain of distribution.

However, without limited the foregoing, Finder can, if requested by the Company,
provide to the Company advice on matters of valuation or other matters
concerning the terms and consideration to be tendered in a potential
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Transaction, and transmit documents between the parties to a potential
Transaction.

2.       Compensation.
         ------------

         (a) Finder shall be entitled to Transaction-based compensation (the
"Finder Fee") set forth in this paragraph 2, with respect to any Transaction
consummated with Southridge or arranged by Southridge, regardless of Finder's
role in the Transaction. With respect to a Transaction referred to in the
preceding sentence, the Company shall pay to Finder an amount equal to 5% of the
Amount (as defined below), payable in cash at the closing of each Transaction or
each closing in a series of Transactions.

         (b) For the purpose of this paragraph, the "Amount" for any Transaction
shall be an amount equal to the aggregate of all amounts paid, contributed,
invested, loaned or committed by Southridge or an entity arranged by or through
Southridge.

         (c) The Finder Fee is payable in immediately available funds at the
closing of each Transaction. To the extent that any portion of the aggregate
Financing Amount is deferred but is fixed and therefore not contingent, the
Finder Fee shall be payable in immediately available funds at the closing of the
Transaction. To the extent that any portion of the Financing Amount is
contingent, the Finder Fee on the contingent portion shall become due and
payable at such time(s) as the contingent portion becomes fixed, determinable
and/or payable.

         (d) To enable Finder to accurately compute the Finder Fee to which
Finder is entitled in connection with the consummation of a Transaction, the
Company hereby expressly agrees to furnish Finder with copies of all
documentation relating to each Transaction, commencing with the inception of
negotiation of such Transaction through the consummation thereof. In addition,
the Company agrees to furnish Finder with all such other information (including
all relevant data with respect to contingent payments of the Amount) relating to
each such Transaction as Finder may, from time to time, reasonably request, both
preceding and subsequent to the consummation of such Transaction.

         (e) Finder shall not be entitled to any Finder Fee pursuant to this
paragraph 3 unless and until a Transaction is actually consummated.

3.       Non Disclosure.
         --------------

         No person or entity, other than the Company, shall be entitled to make
use of or rely upon the advice, services or materials rendered or prepared by
Finder hereunder and the Company shall not directly or indirectly disseminate,
distribute or otherwise make available any advice, services or materials
rendered or prepared by Finder without prior Finder' written consent.

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4.       No Liability and Indemnification.
         --------------------------------

          (a) The Company recognizes that, in providing the services
contemplated by this Agreement, Finder will be using and relying upon data,
materials and other information, including, but not limited to the Evaluation
Material, furnished to Finder by the Company and its employees, auditors and
representatives and upon other information contained in reports and statements
relating to the Company, and the Company confirms and represents to Finder that
Finder may rely upon such data, materials and information without independent
verification and that Finder does not assume responsibility for the
truthfulness, accuracy or completeness of such information, whether or not
Finder makes any independent verification.

         (b) In the absence of gross negligence in the performance of services
hereunder, neither Finder nor any Affiliate, officer, employee, associate,
director or stockholder of Finder shall be subject to any liability to the
Company or to any Affiliate, officer, employee, associate, director or
stockholder of the Company, for any act or omission in the course of, or in
connection with or for any error, inaccuracy or omission, material or otherwise,
which may appear in any review document or other information furnished to or on
behalf of the Company, pursuant to the rendering or providing of services or
advice hereunder.

         (c) The Company agrees to indemnify and hold Finder and Finder's
associates, officers, employees, Affiliates, directors and stockholders harmless
against any and all losses, claims, damages or liabilities, joint or several, to
which Finder or such persons or entities may become subject in connection with
the services rendered by Finder or the Transactions referred to herein under any
of the Federal securities laws, under any other statute, at common law or
otherwise, and to reimburse Finder for any legal or other expenses (including
the cost of any investigations and preparations) reasonably incurred by Finder
arising out of or in connection with any action or claim in connection therewith
whether or not resulting in any liability; provided, however, that the Company
shall not be liable in any such case to the extent that any such loss, claim,
damage or liability is found in a final judgment by a court to have resulted
from Finder' gross negligence in performing services hereunder. The indemnity
agreement of this Section 7 shall extend, upon the same terms and conditions, to
each person, if any, who may be deemed to control Finder.

         (d) In the event that any action, suit or proceeding is brought against
Finder in respect of which indemnity may be sought against the Company pursuant
to this letter agreement, Finder shall, if a claim in respect thereof is to be
made against the Company under this letter agreement, promptly notify the
Company in writing of the institution of such action, suit or proceeding;
provided, however, that any failure by Finder to so notify the Company in
writing shall in no way affect the obligations of the Company under this Section
7. Finder shall have the right to employ Finder' own counsel in any such case,
the fees and expenses of such counsel to be at the expense of Finder, unless the
employment of such counsel shall have been authorized in writing by the Company,
or the Company shall have failed in the Company's obligation to employ counsel
to take charge of such defense after five days following the notification by

                                       3

<PAGE>

Finder to the Company referred to above, or the use of joint counsel presents,
in the opinion of such counsel or counsel to Finder, a conflict for such counsel
or prevents, in the opinion of such counsel or counsel to Finder, such counsel
from adequately representing the interests of each of the Company and Finder, in
any of which events such reasonable fees and expenses of counsel employed by
Finder shall also be borne by the Company.


         (e) The obligations of Finder hereunder are intended solely for the
benefit of the Company and Finder shall not have any obligation hereunder to any
parties other than the Company.

5.       Miscellaneous.
         -------------

         (a) Consent to Jurisdiction and Waivers. The parties hereto each
irrevocably consent that any legal action or proceeding against any of them
under, arising out of or in any manner relating to, this Agreement or any other
document delivered in connection herewith, may be brought in any court of the
State of New York located within Suffolk County or in the United States District
Court for the Eastern District of New York. The parties hereto, by the execution
and delivery of this Agreement, expressly and irrevocably consent and submit to
the personal jurisdiction of any of such courts in any such action or
proceeding. The parties hereto further irrevocably consent to the service of any
complaint, summons, notice or other process relating to any such action or
proceeding by delivery thereof to it by hand or by any other manner provided for
in paragraph 5(c) below. The parties hereto hereby expressly and irrevocably
waive any claim or defense in any such action or proceeding based on any alleged
lack of personal jurisdiction, improper venue or forum non convenient or any
similar basis. Nothing in this paragraph 9(a) shall affect or impair in any
manner or to any extent the right of either party to commence legal proceedings
or otherwise proceed against any other party hereto in any jurisdiction or to
serve process in any manner permitted by law.

         (b) Amendments and Waivers. Except as otherwise provided herein, the
provisions of this Agreement may not be amended, modified or supplemented
without the written consent of each of the parties hereto. Any of the parties
hereto may, by written notice to the other, (i) waive any of the conditions to
its obligations hereunder or extend the time for the performance of any of the
obligations or actions of the other, (ii) waive any inaccuracies in the
representations of the other contained in this Agreement or in any documents
delivered pursuant to this Agreement, (iii) waive compliance with any of the
covenants of the other contained in this Agreement and (iv) waive or modify
performance of any of the obligations of the other. No action taken pursuant to
this Agreement, including without limitation, any investigation by or on behalf
of any party, shall be deemed to constitute a waiver by the party taking such
action or compliance with any representation, warranty, condition or agreement
contained herein. Waiver of the breach of any one or more provisions of this
Agreement shall not be deemed or construed to be a waiver of other breaches or
subsequent breaches of the same provisions.

                                       4

<PAGE>

         (c) Notices. All notices, demands, requests, demands and other
communications required or otherwise given under this Agreement shall be in
writing and shall be deemed to have been duly given if: (i) delivered by hand
against written receipt therefor, (ii) forwarded by a third party company or
governmental entity providing delivery services in the ordinary course of
business which guarantees delivery the following business day, (iii) mailed by
registered or certified mail, return receipt requested, postage prepaid, or (iv)
transmitted by facsimile transmission electronically confirmed for receipt, in
full, by the other party no later than 5:00 pm, local time, on the date of
transmission, addressed to the addresses set forth on page 1 of this letter:

         (d) Successors and Assigns: Holders and Third Parties as Beneficiaries.
This Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective successors and assigns. Without limiting the
foregoing, all the provisions hereof relating to payment of fees shall be
binding upon and be applicable to any successor to the assets and/or business of
the Company, whether by merger, consolidation, transfer of all or substantially
all assets, or otherwise. Each of Finder and the Company represents that this
Agreement has in all respects been duly authorized, executed and delivered by
and on behalf of itself. The covenants of the Company contained in Sections 6
and 7 and the obligation of the Company to pay to Finder any and all amounts as
provided in Section 3 shall survive expiration of the Term.

         (e) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

         (f) Governing Law. This Agreement and the rights, obligations and
liabilities of the parties hereto shall be governed by and construed and
interpreted in accordance with the laws of the State of New York without regard
to the conflicts of laws principles thereof.

         (g) Entire Agreement; Survival. This Agreement and the agreements
referred to herein are intended by the parties as a final expression of their
agreements and are intended to be a complete and exclusive statement of the
agreements and understandings of the parties hereto in respect of the subject
matter contained herein and therein. There are no restrictions, promises,
representations, warranties or undertakings, with respect to the subject matter
hereof, other than those set forth or referred to herein and therein. This
Agreement and the agreements referred to herein are supersede all prior
agreements and understandings between the parties with respect to such subject
matters.

                                       5

<PAGE>

         Kindly confirm that the foregoing accurately reflects your
understanding of the terms of the authority being granted to Finder by the
Company by signing the enclosed duplicate copy of this letter in the place
indicating such below and returning the same to Finder, whereupon this letter
will become a binding contract between us.

                                           Very truly yours,

                                    By:/s/ B. Alva Schoomer
                                           -----------------------------------
                                           B. Alva Schoomer
                                           President and Chief Executive Officer

The Foregoing Is Accepted and
Agreed to as of date first listed above

Akers Biosciences, Inc.

By:/s/ Raymond F. Akers, Jr.
       -------------------------
Name:  Raymond F. Akers, Jr.
Title: President and CEO