Exhibit 10.2


AXIOM

Capital Management, Inc.
780
Third Avenue. New York, NY 10017


April
28, 2009


Mr.
Michael L. Krall

President,
CEO and Chairman of the Board

PURE
BioScience

1725 Gillespie Way

El Cajon, California 92020


Dear
Michael:



                    This
letter (the “Agreement”) constitutes the agreement between PURE BioScience (the
‘Company
or PURE), a California corporation and Axiom Capital Management, Inc. (“Axiom”,
the “PA” or the “Placement
Agent”) that Axiom shall serve as the placement agent for the Company, on a
non­exclusive basis for a period of sixty days (60) days following execution of
this Agreement, in connection with the
proposed offer of registered securities (the ‘Offering”) by the Company
of Units comprised of common stock, and warrants in any combination as
further defined in the Offering Documents
described below (the “Securities”) to accredited investors (the “Purchasers”).
This Agreement supersedes any prior
agreements between PURE and Axiom.  


Notwithstanding
the non-exclusive nature of this agreement, Axiom shall be entitled to a
Placement Fee and warrants, calculated in the manner provided in Paragraph A,
with respect to any securities purchased by investors whom Axiom introduces to
the Company. It is currently contemplated that the Offering will raise up to
ten million dollars ($10,000,000) and will be coordinated with, and conditioned upon the
completion of satisfactory due diligence by the Purchasers and the Company’s
execution and delivery of a Placement Agent Agreement, Securities Purchase
Agreement, Common Stock, the Warrants, and a Placement Agent Warrant and/or other
ancillary documents contemplated by the forgoing (the “Offering Documents”). If, as a
result of the introduction(s) made by or through PA to Company all or any part
of an Offering is consummated by the Company with a Purchaser, then Company shall owe to PA
Placement Fees and Expenses as outlined in Section A below.


Regardless
of whether an Offering is consummated, the Company agrees to reimburse Axiom’s expenses as provided in
Section A-2 below.


          A.  
Fees and Expenses.   In connection with the services described above, the
Company shall
pay to Axiom the following:


          1.   Placement
Fee.   As
compensation for its services in connection with the Offering, the Company
shall pay to Axiom a cash placement fee equal to six percent (6.0%) of the aggregate purchase
price paid by each purchaser of Securities that were placed in the Offering (the ‘Placement
Agents Fee”) at each Closing. The Placement Agents Fee will be deducted from the gross
proceeds of the Securities sold at each Closing.


          2.   Expenses.
  Regardless
if any Offering is consummated during the Term of this Agreement, and promptly
following presentation of customary documentation, Company shall reimburse
Axiom for all reasonable fees and disbursements of Axiom’s outside counsel for
up






to
$25,000 and Axiom’s reasonable travel and out-of-pocket expenses as incurred in
connection with the service performed by Axiom pursuant to this Agreement,
including without limitation, hotel, food and associated expenses including
postage, express/overnight mail delivery, courier services. All of such
expenses shall be credited against the Placement Agent’s Fee otherwise payable pursuant to
Section A.1 above.


The Company
shall also pay all FINRA Rule 5110 filing fees directly to FINRA.


          3.  
Warrants:   In addition to the
Placement Agent’s Fee, upon the closing of the sale of Securities in
connection with the Offering, the Company shall issue to the Placement Agent (or its assigns)
warrants to purchase a number of shares of the Company’s common stock equal to
five percent (5.0%) of the gross proceeds of the sale of Securities (the “PA
Warrants’). The PA Warrants shall be exercisable at 125% of the Offering Price. The
PA Warrants shall expire five
(5) years from the date of issuance. The PA Warrants shall be in the same form,
including, without limitation, the same registration rights and anti-dilution
provisions (other than any price-based
anti-dilution provisions), as the securities sold in the Offering; provided, however, the PA Warrants shall include a “net
issuance” or “cashless” exercise feature, and shall be restricted from transfer as provided by FINRA Rule
5110(g).


          B.   Term and Termination of Engagement.
  Except as set forth
below, the term (the
‘Term”)
of Axiom’s engagement will begin on the date hereof and end on the earlier of
the consummation
of the Offering or thirty (30)
days after receipt by either Party hereto of written notice of termination.
Notwithstanding any such expiration or
termination, Paragraphs C through K shall survive and remain
in full force and effect and be
binding on the parties hereto, in accordance with their terms.


          C.   Intentionally Omitted.


          B.  
Non-Circumvent.   The Company hereby irrevocably agrees not to circumvent,
avoid, bypass,
or obviate, directly or indirectly, the intent of this Agreement through any
transaction, transfer, pledge,
agreement, recapitalization, loan, lease, assignment or otherwise. The Company
(including affiliates of such parties) agrees
that it will not attempt, directly or indirectly, to contact parties introduced
to the Company by the Placement Agent on matters described in this letter or
contact or negotiate with any confidential
source provided by Axiom, except through Axiom or with the expressed written consent of Axiom as to each such
contact. The Company shall not contact, deal with, or otherwise become
involved in any transaction with any corporation, partnership, individual, any banks, trust or lending institutions which have
been introduced by Axiom without the permission of Axiom. Any violation
of this provision shall be deemed an attempt to circumvent this provision, and the Company shall be liable for damages in favor
of the circumvented party.


          E.  
 Use of Information.   The Company
will furnish Axiom such written information as Axiom reasonably
requests in connection with the performance of its services hereunder. The
Company understands,
acknowledges and agrees that, in performing its services hereunder, Axiom will
use and rely entirely upon such information as well as publicly available
information regarding the Company and other
potential parties to an Offering and that Axiom does not assume responsibility
for independent verification of the accuracy or completeness of any
information, whether publicly available or
otherwise furnished to it, concerning the Company or otherwise relevant to an
Offering, including, without limitation, any financial information,
forecasts or projections considered by Axiom in
connection with the provision of its services.


	
 

	
 

	
 


	



	
Confidential

	
Page 2

	
4/28/2009 










	
 

	
 

	
 


	






          F.  
Confidentiality.   In the event of the consummation or public announcement of
any Offering, Axiom shall have
the right to disclose its participation in such Offering, including, without
limitation, the
placement at its cost of “tombstone” advertisements in financial and other
newspapers and journals. Axiom agrees to keep confidential during the Term, and for
five years after the expiration or any termination, of this Agreement, all material
nonpublic information provided to it by the Company, except as required by
law, pursuant to an order of a court of competent jurisdiction or the request
of a regulatory
authority having jurisdiction over Axiom or its affiliates (a “Regulatory
Request”), or as contemplated by the terms of this Agreement, provided Axiom shall, if
permitted by law, give notice to the Company of the request or order (other than a
Regulatory Request) to furnish the nonpublic information. Notwithstanding any provision herein
to the contrary, Axiom may disclose nonpublic information to its affiliates, agents and advisors
whenever Axiom determines that such disclosure is necessary to provide the
services contemplated hereunder, provided that Axiom advises such persons of
the obligation to
maintain the confidentiality of such information and remains liable under this Agreement for any breach of
confidentiality by such affiliates, agents and advisors. Notwithstanding
any provision
herein to the contrary, this Section F shall not bar disclosure of, and Axiom
and the Company and their
respective representatives or agents may disclose, without limitation of any
kind, any
information with respect to the ‘tax treatment and tax structure” (in each
case, within the meaning of Treasury Regulation Section 1.6011-4) of the Offering and
related transactions and all materials of any kind (including opinions or other tax analyses)
that are provided to Axiom or the Company or such representatives or
agents relating to such tax treatment and tax structure, provided that
with respect to any document or similar item, this sentence shall only apply to such
portions of the document or similar item that relate to the tax treatment or tax structure of the
Transactions. Under no circumstances will the content of the Company’s United States Patent
Applications), Foreign Patent Application(s), or any exhibits to said patent
applications be disclosed by Axiom to any party at any time for any reason,
except to Axiom’s
legal counsel or under order of a Court or tribunal having proper jurisdiction,
or by separate
written agreement with the Company or by written direction of the Company. Said
restriction shall
also apply to any and all engineering reports submitted by the Company to Axiom
in performance of Axiom’s due
diligence investigation, whereby such engineering reports meaningfully expose
or discuss material facts with
respect to the Company’s intellectual property, product designs, technical
performance of a
product or products, component sourcing plans, manufacturing plans or any other
information that
may be reasonably interpreted as a “trade secret’ or critical amalgamation of
trade secrets.


          G.  
Securities Laws Matters.   The Company shall be responsible for any and all compliance with the
securities laws applicable to it, including the Securities Act of 1933 (the
Act), and unless
otherwise agreed in writing, all state securities (Hue sky) laws. Axiom agrees
to cooperate with counsel to the Company in that regard.


          H.  
Indemnity.


          1.  
The Company agrees to indemnify and hold harmless the Placement Agent, its employees, consultants and representatives and
each person who controls the Placement Agent within the meaning of Section 15 of the Act against any and all losses,
claims, damages or liabilities, joint
or several, to which they or any of them may become subject under the Securities Act or any other statute or at common
law in connection with (i) any breach of any representation or warranty of the
Company under this Agreement or the Offering Documents; (ii) any untrue statement of a material fact by
the Company in the Offering Documents; or (iii) any omission of a material fact necessary in order to make the statements
in the Offering


	
 

	
 

	
 


	



	
Confidential

	
Page 3

	
4/28/2009










	
 

	
 


	
Axiom Capital Management, Inc.

	
PURE Bioscience


	






Documents, in light of the
circumstance under which they were made, not misleading (the “Covered Matters’),
and to reimburse persons indemnified as above for any legal or other expense (including the
cost of any investigation and preparation) incurred by them in connection with any
litigation arising from any of the Covered Matters whether or not resulting
in any liability,
provided, however, that the indemnity agreement contained in this Section H. 1.
shall not apply to
amounts paid in settlement of any such litigation if such settlement is effected without the
consent of the Company, nor shall it apply to the Placement Agent or any
person controlling
the Placement Agent in respect of any such losses, claims, damages, or liabilities arising out
of, or based upon, any such untrue statement or alleged untrue statement,
or any such
omission or alleged omission, if such statement or omission was based upon
information
furnished by the Placement Agent specifically for use in connection with the
preparation of
documents to be provided to prospective investors or any amendment thereof or supplement thereto or by reason of
improper selling practices (including failure to comply with, or a violation
of, any law or regulation by the Placement Agent, its officers, directors and
registered
placement agents). The Placement Agent agrees within ten (10) days after the
receipt by it of
written notice of the commencement of any action against it or against any
person controlling
it as aforesaid, in respect of which indemnity may be sought from the Company on account of
the indemnity agreement contained in this Section H.1., to notify the Company in writing of
the commencement thereof. The omission of the Placement Agent so to notify the Company of
any such action shall not relieve the Company from any liability which it may have to the Placement Agent or any
person controlling it as aforesaid on account of the indemnity agreement
contained in this subsection except to the extent that such liability would
not have been
incurred had such notice been given. In case any such action shall be brought against the Placement Agent or any such
controlling person and the Placement Agent shall notify the Company of the commencement thereof,
the Company shall be entitled to participate in (and, to the extent that it shall wish, to direct) the defense
thereof at its own expense but such defense shall be conducted by counsel of recognized
standing and reasonably satisfactory to the Placement Agent or such controlling person
or persons, defendant or defendants in the litigation; provided, that the Company shall not be
required to pay for more than one firm of counsel for all indemnified parties. The Company
agrees to notify the Placement Agent promptly of the commencement of any litigation or
proceeding against it or in connection with the issue and sale of any of its securities and to
furnish to the Placement Agent, at its request, copies of all pleadings therein and permit the
Placement Agent to be an observer therein and apprise the Placement Agent of all developments
therein, all at the Company’s expense. 


          2.  
The Placement Agent agrees, in the same manner and to the same extent as set forth in Section H.1. of this Agreement, to
indemnify and hold harmless the Company, its officers, directors, employees and
representatives, and each person, if any, who controls the Company within the
meaning of Section 15 of the Act, with respect to any statement in or omission from the information provided to
investors any amendments thereto, if such statement or omission was made in reliance upon information
furnished in writing to the Company by the Placement Agent, on its
behalf, specifically for use in connection with the preparation of documents to be provided to prospective investors
or any amendment thereof or supplement thereto
or by reason of improper selling practices (including failure to comply with,
or a violation of, any law or
regulation by the Placement Agent, its officers, directors and registered placement agents). The Placement Agent shall not
be liable for amounts paid in settlement of any such litigation if such settlement was effected without its consent.
In case of commencement of any action,
in respect of which indemnity may be sought from the Placement Agent on account of the indemnity
agreement contained in this Section H.2., each person agreed to be indemnified by the Placement Agent shall have the
same obligation to notify the
Placement Agent as the Placement Agent has toward the Company in Section H.1.
of


	
 

	
 

	
 


	



	
Confidential

	
Page 4

	
4/28/2009










	
 

	
 


	
Axiom Capital Management, Inc.

	
PURE Bioscience


	






this
Agreement, subject to the same potential loss or reduction of indemnity in the
event such notice is not given, and the Placement Agent shall have the same right
to participate in (and to the extent that it shall wish, to direct) the defense of
such action at its own expense, but such defense shall be conducted by one firm of counsel of recognized
standing and satisfactory to the Company. The
Placement Agent agrees to notify the Company promptly of the commencement of any litigation or proceeding
against it or against any such controlling person, of which it may be
advised, in connection with the issue and sale of any of the securities of the Company, and to furnish the
Company at its request copies of all pleadings therein and permit the Company
to be an observer therein and apprise it of all developments therein, all at the Placement Agent’s expense.



          3.   The respective indemnity
agreements between the Placement Agent and the Company contained in Sections H. 1. and H.2. of this Agreement, and the
representations and warranties of the
Company set forth elsewhere in this Agreement, shall remain operative and in full
force and effect, regardless of any investigation made by or on behalf of the
Placement Agent or by or on behalf of any
controlling person of the Placement Agent or the Company any controlling person of the Company, shall survive
the delivery of the Securities. Any successor of the Company and the Placement
Agent or of any controlling person of the Placement Agent, as the case may be, shall be entitled to the
benefits of the respective indemnity agreements.


          4.  

In order to provide for
just and equitable contribution under the Act in any case in which (i) any
person entitled to indemnification under this Section H makes claim for indemnification pursuant hereto but it is
judicially determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such
indemnification may not be enforced in such case notwithstanding the fact that this Section H provides for
indemnification in such case, or (ii) contribution
under the Act may be required on the part of any such person in circumstances
for which indemnification is provided
under this Section H, then, and in each such case, the Company and the Placement Agent shall contribute
to the aggregate losses, claims, damages or liabilities to which they may be
subject (after any contribution from others) in such proportions so that
the Placement Agent is responsible for the proportion that the fees provided
for herein bear to the purchase price of the Securities, and the Company is
responsible for the remaining portion;
provided, that, in any such case, no person guilty of a fraudulent
misrepresentation (within the meaning
of Section ll (f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.


          5.  
Within
ten days after receipt by any party to this Agreement of notice of the commencement of any
action, suit or proceeding, such party will, if a claim for contribution hi respect thereof is to be
made against another party (the “contributing party”), notify the contributing party, in
writing, of the commencement thereof, but the omission so to notify the contributing party will
not relieve it from any liability which it may have to any other party other than for
contribution hereunder. In case any such action, suit or proceeding is brought against any party, and
such party so notifies a contributing party or his or its Placement Agent of the commencement thereof within the
aforesaid ten days, the contributing party will be entitled to participate therein with the notifying party and any other
contributing party similarly notified.
Any such contributing party shall not be liable to any party seeking
contribution on account of any
settlement of any claim, action or proceeding effected by such party seeking contribution without the written consent of such
contributing party. The contribution provisions contained in Section H
are in addition to any other rights or remedies which either party hereto may have with respect to the other
or hereunder.


	
 

	
 

	
 


	



	
Confidential

	
Page 5

	
4/28/2009










	
 

	
 


	
Axiom Capital Management, Inc.

	
PURE Bioscience


	






          I.  
Limitation of Engagement to the Company.   The Company acknowledges
that Axiom
has been retained only by the Company, that Axiom is providing services
hereunder as an independent contractor (and not in any fiduciary or agency capacity) and
that the Company’s engagement of Axiom is not deemed to be on behalf of, and is not
intended to confer rights upon, any shareholder, owner or partner of the
Company or any other person not a party hereto as against Axiom or any of its
affiliates, or any of its or their respective officers, directors, controlling
persons (within the meaning of Section 15 of the Act or Section 20 of the Securities
Exchange Act of 1934), employees or agents. Unless otherwise expressly agreed in writing by Axiom, no one
other than the Company is authorized to
rely upon this Agreement or any other statements or conduct of Axiom, and no
one other than the Company is intended to be a beneficiary of this Agreement.
The Company acknowledges that any recommendation or advice, written or
oral, given by Axiom to the Company in connection with Axiom’s engagement is
intended solely for the benefit and use of the Company’s management and
directors in considering a possible Offering, and any such recommendation or
advice is not on behalf of, and shall not
confer any rights or remedies upon, any other person or be used or relied upon
for any other purpose. Axiom shall not have the authority to make any
commitment binding on the Company. The
Company, in its sole discretion, shall have the right to reject any investor
introduced to it by Axiom.


          J.  
Limitation of Axiom’s Liability to the Company.   Axiom and the Company
further agree
that neither Axiom nor any of its affiliates or any of its their respective
officers, directors, controlling persons (within the meaning of Section 15 of the Act or Section
20 of the Exchange Act of 1934), employees, consultants or agents shall have
any liability to the Company, its security holders or creditors, or any person
asserting claims on behalf of or in the right of the Company (whether direct or
indirect,
in contract, tort, for an act of negligence or otherwise) for any losses, fees,
damages, liabilities, costs,
expenses or equitable relief arising out of or relating to this Agreement or
the services rendered hereunder, except for losses, fees, damages, liabilities,
costs or expenses that arise out of or are based on any action of or failure to
act by Axiom and that are finally determined (by a court of competent jurisdiction and after exhausting all appeals) to
have resulted solely from the willful misconduct of Axiom. With respect to alleged breaches of the
Confidentiality provisions herein by Axiom, the Company shall have the right to pursue equitable relief in addition to
any other remedy in equity or law.


          K.  
Governing Law.   This Agreement shall be governed by and construed in
accordance with
the laws of the State of New York. Any disputes which arise under this
Agreement, even after the termination of this Agreement, will be heard only in the
state or federal courts located in the City of New York, State of New York. The parties hereto expressly agree to
submit themselves to the jurisdiction of the foregoing courts in the City of
New York, State of New York. The parties hereto expressly waive any rights they
may have to contest the jurisdiction, venue or authority of any court sitting
in the City and State of New York. In the event of the bringing of any action,
or suit by a party hereto against the other party hereto, arising out of or
relating to this Agreement, the party in whose favor the final judgment or
award shall be entered shall be entitled to have and recover from the other party the costs and expenses incurred in
connection therewith, including its reasonable attorneys’ fees.


          L.  
Notices.   All notices hereunder
will be in writing and sent by certified mail, hand delivery, overnight
delivery or telefax, if sent to Axiom, to Axiom Capital Management, Inc., 780 Third Avenue-43rd
floor, New York, NY 10017 Attention Mr. Mark Martino, with a copy to Wollmuth Maher & Deutsch,
LLP, 500 Fifth Avenue 12th floor, New York, NY 10110, Attention:
Rory M. Deutsch,
Esq. and if sent to the Company, will be mailed, delivered or telefaxed and
confirmed to Pure Bioscience, 1725 Gillespie Way, El Cajon, California 92020, Attention:
Mr. Michael L. Krall,


	
 

	
 

	
 


	



	
Confidential

	
Page 6

	
4/28/2009










	
 

	
 


	
Axiom Capital Management, Inc.

	
PURE Bioscience


	






President,
CEO and Chairman of the Board. Notices sent by certified mail shall be deemed
received five days thereafter, notices sent by hand delivery or overnight delivery
shall be deemed received on the date of the relevant written record of receipt,
and notices delivered by telefax shall be deemed received as of the date
and time printed thereon by the telefax machine.


          M.  
Miscellaneous.   This Agreement shall not be modified or amended except in
writing signed by Axiom and the
Company. This Agreement shall not be assigned without the prior written consent of Axiom and the Company; provided,
however, that in the event of a Offering in which the Company is not the surviving corporation or
entity, the Company’s remaining obligations, if any, under this Agreement shall remain in full force and
effect and become obligations of the surviving corporation or entity. This Agreement constitutes the entire agreement of
Axiom and the Company with respect to the subject matter hereof and
supersedes any prior agreements. If any provision of this Agreement is determined to be invalid or
unenforceable in any respect, such determination will not affect such provision in any other respect, and the
remainder of the Agreement shall remain in full force and effect. This Agreement may be executed in counterparts
(including facsimile and Adobe PDF counterparts), each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.


[Remainder of this page intentionally left
blank.]












	
 

	
 

	
 


	



	
Confidential

	
Page 7

	
4/28/2009










	
 

	
 


	
Axiom Capital Management, Inc.

	
PURE Bioscience


	






          In
acknowledgment that the foregoing correctly sets forth the understanding
reached by Axiom and the Company, please sign in the space provided below,
whereupon this letter shall constitute a binding Agreement as of the date indicated above.


	
 

	
 

	
 

	
 


	
 

	
Very
  truly yours,

	
 


	
 

	
 

	
 


	
 

	
Axiom Capital Management, INC.

	
 


	
 

	
 

	
 


	
 

	
By:

	
/s/
  Mark D. Martino

	
 


	
 

	
 

	


	
 


	
 

	
 

	
Mark
  D. Martino, President

	
 





Confirmed
and accepted as of the
date first above written
PURE BIOSCIENCE


	
 

	
 

	
 


	
By:

	
/s/ Michael
  Krall

	
 


	
 

	


	
 


	
Name:

	
Michael Krall

	
 


	
Title:

	
President / CEO

	
 








	
 

	
 

	
 


	



	
Confidential
  

  4/28/2009

	
Page 8

	
4/28/2009