Exhibit
10.5


 


Impact
Diagnostics, Inc.


 


July 1, 2004


 


Mark Rosenfeld


5792 South 900 East


Suite B


Salt Lake City, UT 84121


 


RE:                            MERGER
AGREEMENT


 


Dear Mark:


 


Reference is made to the Merger Agreement dated the
date of this letter (the “Merger Agreement”) among Impact Diagnostics, Inc.
(“Impact”), Impact Acquisition Corp. (“Merger Sub”) and Grant Ventures, Inc.
(“Grant Ventures”). Pursuant to the Merger Agreement, among other things (i)
Acquisition Corp will be merged with and into Impact and Impact will become a
wholly-owned subsidiary of Grant Ventures and (ii) each stockholder of Impact
will be entitled to receive one (1) share of common stock of Grant Ventures
(“Grant Ventures Common Stock”) in exchange for each share of common stock of
Impact (“Impact Common Stock”) which it owned immediately prior to the time of
the Merger.  Concurrently with the
closing of the transactions contemplated by the Merger Agreement, Grant Venture
will also complete the sale of Grant Venture Common Stock and warrants to
purchase Grant Venture Common Stock in a private placement exempt from the
registration under the Securities Act of 1933, as amended (the “Private
Placement”).


 


The certificate of incorporation of Grant Ventures
currently authorizes Grant Ventures to issue 50 million shares of Grant Venture
Common Stock.  After taking into account
the current outstanding shares of Grant Ventures Common Stock, Grant Ventures
would be required to issue more than its authorized 50 million shares of common
stock in order to complete the Merger and Private Placement.  Grant Ventures plans to solicit the approval
of its stockholders to increase the amount of authorized shares of common stock
to at least 65 million shares (as adjusted for stock splits and other
recapitalization events)  (“Authorized
Stock Increase”), but it will not be able to do so until after the closing of
the Merger.  Accordingly, it will be
necessary to delay until after receipt of stockholder approval of the
Authorized Stock Issuance the issuance to certain Impact stockholders of
certain of the Grant Venture Common Stock which they otherwise would be
entitled to receive as a result of the Merger.


 


In order to enable Grant Ventures to complete the
Merger and the Private Placement, and for other good and valuable consideration
the receipt of which you hereby acknowledge, you hereby agree and consent that,
notwithstanding anything to the contrary contained in the Merger


 
















 


Agreement, you will not
be entitled to receive from Grant Ventures, and Grant Ventures will not be
obligated to issue to you, 4,077,050 of the 6,077,050 shares of Grant Ventures
Common Stock that you otherwise would be entitled to receive as a result of the
Merger until such time as the certificate of incorporation of Grant Ventures
has been amended to authorize Grant Ventures to issue at least 65 million
shares of Grant Venture Common Stock.


 


Following completion of the Merger, this Agreement
will be for the benefit of both Impact and Grant Ventures and may be enforced
by either of them.


 


This Agreement shall be governed by the laws of the
State of New York applicable to contracts entered into and to be performed
therein (without giving effect to principles of choice of law).


 


Please acknowledge your agreement to the foregoing by
executing this letter in the designated space below.


 


	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
  Impact Diagnostics, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ACCEPTED AND APPROVED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Mark Rosenfeld

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
							



 


2