Exhibit 10.1


 


	
  The
  Leaders Bank

  	
   

  	
  V
  630 572 LEAD

  	
   

  	
  John
  J. Prosia

  
	
  2001
  York Road

  	
   

  	
  F
  630 572 4979

  	
   

  	
  Executive
  Vice President

  
	
  Oak
  Brook IL 60523

  	
   

  	
  leadersbank.com

  	
   

  	
  jprosia@leadersbank.com

  



 





 


Dr. Michael
Flavin


Chief
Executive Officer


Advanced
Life Sciences Holdings, Inc 


1440
Davey Rd.


Woodridge,
IL. 60517-5037


 


May 6,
2010 


 


Dear
Dr. Flavin:


 


The
Leaders Bank (“Lender”) has approved the following changes and amendments to
the existing Credit Facility extended to Advanced Life Sciences, Inc.
secured by business assets and by other collateral as hereinafter set forth in
form satisfactory to Lender’s counsel and subject to the usual terms,
conditions, and remedies contained in Lender’s customary loan documents and
subject to the following terms and conditions.


 


	
  Borrower:

  	
  Advanced Life Sciences, Inc.

  
	
   

  	
   

  
	
  Total Facility:

  	
  The facility reduced from $10 million to $8.5 million
  immediately, then to be reduced to $7 million on or before July 1, 2010
  and to $6 million on or before April 1, 2011

  
	
   

  	
   

  
	
  Collateral:

  	
  All existing business assets of the Borrower including but
  not limited to intellectual property patents, inventory and accounts.

  
	
   

  	
   

  
	
  Maturity:

  	
  Extended from January 1, 2011 to January 1, 2012

  
	
   

  	
   

  
	
  Repayment:

  	
  Interest Only, Monthly with the principal balance of the
  commitment to be reduced by $1.5 million on or before 7-1-10 and $1 million
  on or before 4-1-2011.

  
	
   

  	
   

  
	
  Interest Rate:

  	
  The interest rate shall increase from 8.5% fixed to 10%
  fixed.

  
	
   

  	
   

  
	
  Guarantees:

  	
  Advanced Life Sciences Holdings, Inc. secured by its
  assets and the unsecured Personal Guarantee of Dr. Michael Flavin.
  Dr. Flavin’s Personal Guarantee will be released upon receipt of the
  July 1, 2010 principal reduction

  
	
   

  	
   

  
	
  Closing Fee:

  	
  None

  



 

















 


	
  Other Expenses:

  	
  Borrower agrees to pay all reasonable costs and out of
  pocket expenses incurred in connection with preparation, negotiation, and
  execution of the documentation evidencing these changes.

  
	
   

  	
   

  
	
  Warrants:

  	
  Borrower agrees to issue to lender 1,000,000 common stock
  warrants with 500,000 priced and issued upon execution of the loan documents
  and the remaining 500,000 to be priced and issued 12 months from execution of
  the loan documents.

  
	
   

  	
   

  
	
  Commitment Acceptance:

  	
  Subject to the terms and conditions stated herein, the
  Commitment is an offer that may be accepted by you until May 31, 2010.
  Acceptance shall be signified by executing and returning to Lender a copy of
  this Commitment on or before May 15, 2010 and no other form of
  acceptance will be effective.

  



 


 


	
  Sincerely,

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  John J. Prosia

  	
   

  
	
  John
  J. Prosia

  	
   

  
	
  Executive
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted
  this 6th day of May, 2010.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Advanced
  Life Sciences Holding, Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Michael Flavin

  	
   

  
	
   

  	
  Dr. Michael
  Flavin, CEO