Exhibit10.2


AGREEMENT


This Agreement (“Agreement”) is made as of
October 27, 2006, by and among CRAUN Research Sdn. Bhd., a limited liability
company organized under the laws of Malaysia (the “Purchaser”), Advanced
Life Sciences Holdings, Inc., a Delaware corporation (“Holdings”), and
Advanced Life Sciences, Inc., an Illinois corporation and wholly owned
subsidiary of Holdings (the “Seller”).


PRELIMINARY
STATEMENTS


A.            The
parties to this Agreement have simultaneously entered into a Stock Purchase
Agreement (the “Purchase Agreement”).


B.            Capitalized
terms used in this Agreement without definition have the respective meanings
given to them in the Purchase Agreement.


C.            On
July 12, 2006, an involuntary bankruptcy petition under chapter 7 of the
Bankruptcy Code was filed in the United States Bankruptcy Court for the
Northern District of Illinois, Chicago Division by Sarawak as creditor and with
the Company as the alleged debtor.  This
case is administered under Case No. 06-08241 (the “Bankruptcy Case”).


NOW, THEREFORE, intending to be legally bound and in
consideration of the mutual provisions set forth in this Agreement and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:


Section 1                Conditions to
Closing.  The obligations of the
Purchaser and the Seller to consummate the purchase and sale of the Shares and
the other transactions contemplated by the Purchase Agreement, including but
not limited to the performance by the Purchaser and the Seller of their
respective obligations pursuant to Section 2.4 of the Purchase Agreement, is
subject to the satisfaction of each of the
following conditions: (i) the order dismissing the Bankruptcy Case becoming a
final, non-appealable order; (ii) completion of a financial audit of the
Company, to be conducted by an auditor selected in the Purchaser’s sole
discretion and at the Purchaser’s sole expense, which such audit in any event
will be deemed complete for purposes of this section on December 18, 2006, if
not completed sooner; and (iii) each of the Seller’s representations and
warranties set forth in the Purchase Agreement being true and correct in all
material respects (but without regard to any materiality qualifications or
references to material adverse effect contained in any specific representation
or warranty) on and as of the Closing Date as though made on and as of the
Closing Date (except for representations and warranties made as of some other
specified date, in which case, as of such specified date).


Section 2                Deferral of
Closing.  Notwithstanding anything to
the contrary in the Purchase Agreement, the Purchaser, the Seller and Holdings
hereby agree that the Closing shall occur on or within two days after the
satisfaction of each of the conditions set forth in Section 1.


Section 3                Miscellaneous.  Any party may terminate this Agreement and
the Purchase Agreement by providing written notice to the other parties if the
Closing has not occurred on or before December 21, 2006.  Notwithstanding the terms or provisions of
the Purchase Agreement, the Purchaser, the Seller and Holdings hereby agree
that in the event of a conflict between the terms and provisions of this
Agreement and the terms and provisions of the Purchase Agreement, the terms and
provisions of this Agreement shall prevail. 
The Purchaser, the Seller and Holdings hereby acknowledge and agree that
this Agreement constitutes an integral part of the Purchase Agreement.









 
  



The parties have executed and delivered this Agreement as of the date
indicated in the first sentence of this Agreement.


	
  

  	
  CRAUN RESEARCH SDN. BHD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Abdullah Chek bin Sahamat

  
	
   

  	
  Name:

  	
  Abdullah Chek bin Sahamat

  
	
   

  	
  Its:

  	
  Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ADVANCED LIFE SCIENCES,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael T. Flavin

  
	
   

  	
  Name:

  	
  Michael T. Flavin, Ph.D.

  
	
   

  	
  Its:

  	
  Chairman and Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ADVANCED LIFE SCIENCES
  HOLDINGS, INC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael T. Flavin

  
	
   

  	
  Name:

  	
  Michael T. Flavin, Ph.D.

  
	
   

  	
  Its:

  	
  Chairman and Chief
  Executive Officer