Unassociated Document


     

    
      

       

      August 7,
2009

       

       

      American
Scientific Resources, Inc.

      83 South
Putt Corners Road

      New
Paltz, NY 12561

       

      Attn: Dr.
Christopher Tirotta, President & Chief Executive Officer

       

      Dear Dr.
Tirotta:

       

      Knightsbridge Holdings, LLC,
("Knightsbridge") is pleased to be retained on the terms and conditions set
forth in this letter of engagement ("Engagement Letter") as a consultant to your
company, American
Scientific Resources, Inc. (the "Company"), collectively (the
“Parties”).

       

      
        	
                1.  

              	
                Services:  For
      the Term of Engagement and with your general knowledge and consent, we
      agree to provide the following:

              


      

       

      * Obtain
for the Company a subordinated debt facility (504) in the amount of up to 1
Million Dollars.  The disbursements shall be based upon milestones to
be discussed with the Company and set by the Lender.  Knightsbridge
shall deliver a term sheet on commercially acceptable terms for such facility
within 5 business days from the execution of this Agreement.

       

      
        	
                2.  

              	
                Term of
      Engagement.  The Engagement shall be effective for a
      period of twelve (12) months commencing on the date first appearing above
      (the "Term of Engagement").

              


      

       

      
        	
                3.  

              	
                Compensation.  In
      consideration for the services rendered by Knightsbridge to the Company
      pursuant to the Engagement and throughout the Term of Engagement, the
      Company shall compensate Knightsbridge as
  follows:

              


      

       

      
        	
                3.1  

              	
                Financing Transactions
      (Knightsbridge Introduction).  For purposes of any
      Transactions involving any Financing Source or entity originally
      introduced directly or indirectly to the Company by Knightsbridge, and
      whether occurring during the Term of Engagement or during a period ending
      one (1) year following Termination, Compensation shall be payable to
      Knightsbridge upon the closing thereof in the amount of 4% of the consideration
      received by the Company.  Consideration shall include any type
      of benefit to the Company which can be
  quantified.

              


      

       

      
        	
                3.2  

              	
                Equity-Based
      Compensation.  Company and Knightsbridge agree that upon
      the initial close of a Transaction, Knightsbridge shall receive Pro-Rata common shares
      of the Company up to 200,000 Common Shares for every One Million of
      Consideration received by the Company. The shares owned by Knightsbridge
      shall have piggyback registration rights and carry full ratchet
      anti-dilution provisions for one year from the date of issuance with
      quarterly look backs during this
period.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                4.  

              	
                Role of
      Finder.  In connection with any Financing Transactions
      hereunder, the Company acknowledges that Knightsbridge is not a registered
      broker-dealer under Section 15A of the U.S. Securities Exchange Act of
      1934, or any similar state law, and that Knightsbridge cannot, and shall
      not be required hereunder to, engage in the offer or sale of securities
      for or on behalf of the Company.  While Knightsbridge has
      preexisting relationships and contacts with various investors, registered
      broker-dealers and investment funds, Knightsbridge's participation in any
      actual or proposed offer or sale of Company securities shall be limited to
      that of an advisor to the Company and, if applicable, a "finder" of
      investors, broker-dealers and/or funds. The Company acknowledges and
      agrees that the solicitation and consummation of any purchases of the
      Company's securities shall be handled by the Company or one or more NASD
      member firms engaged by the Company for such
  purposes.

              


      

       

      
        	
                5.  

              	
                Reliance by
      Knightsbridge on Accuracy of Information; 12(b)5
      Representation.  The Company recognizes and acknowledges
      that, in advising the Company and in fulfilling the Engagement hereunder,
      Knightsbridge will use and rely on data, material and other information
      furnished to Knightsbridge by the Company.  The Company agrees
      that Knightsbridge may do so without independently verifying the accuracy
      or completeness of such data, material or other
      information.  The Company represents and warrants that any such
      data, material or information shall be true and accurate and shall not, as
      of the time communicated, contain any untrue statement of a material fact
      or omit to state 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.

              


      

       

      
        	
                6.  

              	
                Indemnification.  Each
      party (an "Indemnifying Party") hereby agrees to indemnify and hold the
      other party and its respective affiliates, directors, officers, employees
      and agents (collectively, the "Indemnified Parties") harmless from, and to
      reimburse each of the Indemnified Parties for, any loss, damage,
      deficiency, claim, obligation, suit, action, fee, cost or expense of any
      nature whatsoever (including, but not limited to, reasonable attorney’s
      fees and costs) arising out of, based upon or resulting from any breach of
      any of the representations, warranties, covenants, agreements or
      undertakings of the Indemnifying Party contained in or made pursuant to
      this Engagement Letter.

              


      

       

      
        	
                7.  

              	
                Miscellaneous.

              


      

       

      
        	
                (a)  

              	
                This
      Engagement Letter constitutes the entire agreement and understanding of
      the parties hereto, and supersedes any and all previous agreements and
      understandings, whether oral or written, between the parties with respect
      to the matters set forth herein.

              


      

       

      
        	
                (b)  

              	
                Any
      notice or communication permitted or required hereunder shall be in
      writing and shall be deemed sufficiently given if hand-delivered via
      courier or overnight service or sent (i) postage prepaid by registered
      mail, return receipt requested, to the respective parties corporate
      address.

              


      

       

      
        	
                (c)  

              	
                The
      Engagement Letter shall be binding upon and inure to the benefit of each
      of the parties hereto and their respective successors, legal
      representatives and assigns.

              


      

       

      
        	
                (d)  

              	
                The
      Company represents that it has the power to enter into this Engagement
      Letter and to carry out its obligations hereunder.  This
      Engagement Letter constitutes the valid and binding obligation of the
      Company and is enforceable in accordance with its terms.  The
      Company further represents that this Engagement Letter does not conflict
      with or breach any agreement to which it is subject or by which it is
      bound.

              


      

       

      
        
           

        

        
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                (e)

              	
                This
      Engagement Letter may be executed in any number of counterparts, each of
      which together shall constitute one and the same original document, each
      of which together shall constitute one and the same original
      document.

              


      

      
         

        
          	
                   
      

                	
                  (e)

                	
                        
                    No
      provision of this Engagement Letter may be amended, modified or waived,
      except in writing signed by all of the parties
      hereto.

                  

                


        

      

       

      
        	
                 
      

              	
                (g)

              	
                This
      Engagement Letter shall be construed in accordance with and governed by
      the laws of the State of Florida, without giving effect to its conflict of
      law principles.  The parties hereby agree that any dispute which
      may arise between them arising out of or in connection with this
      Engagement Letter shall be adjudicated before a court located in Dade
      County Florida, and they hereby submit to the exclusive jurisdiction of
      the courts of the State of Florida located in Dade County, Florida and of
      the federal courts in the Southern District of Florida with respect to any
      action or legal proceeding commenced by any party.  Company
      agrees to waive a trial by jury for any dispute requiring adjudication
      before a court of law.

              


      

       

      
        	
                 
      

              	
                (h)

              	
                The
      Company hereby acknowledges that it shall bear the burden of proof in any
      action or proceeding involving a claim by Knightsbridge to any Additional
      Compensation due hereunder arising out of any Compensable Event involving
      a third party claimed by Knightsbridge to have been originally introduced
      to the Company by Knightsbridge.

              


      

       

      If the
foregoing correctly sets forth the understanding between Knightsbridge and the
Company with respect to the foregoing, please so indicate by signing in the
place provided below, at which time this Engagement Letter shall become a
binding agreement.

       

       

      KNIGHTSBRIDGE
HOLDINGS, LLC.

       

       

      
        
          	
                  By:

                	
                   

                	
                   

                


        

      

      
        	
                 
      

              	
                Alyce
      B. Schreiber

              


      

      
        	
                 
      

              	
                Managing
      Member

              


      

       

      Accepted
and Agreed:

       

      AMERICAN
SCIENTIFIC RESOURCES, INC.

       

      
        
          
            	
                    By:

                  	
                     

                  	
                     

                  


          

        

        
          
          

        

        
          
          

        

      

      Name:     Dr. Christopher
Tirotta

      Title:       President &
CEO

       

      Date:  8/21/09

       

      
        
           

        

        
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