American Stock Exchange Listing Application

EXHIBIT 10.16


AMERICAN STOCK EXCHANGE LISTING APPLICATION
AND ASSOCIATED EXHIBITS


DUNCAN, BLUM & ASSOCIATES
ATTORNEYS AT LAW
cduncan@sprintmail.com


Carl N. Duncan David E. Blum 5718 Tanglewood Drive 1863 Kalorama Road, N.W. Bethesda, Maryland 20817 Washington, D.C. 20009 (301) 263-0200 (202) 232-6220 (301) 263-0300 (Fax) (202) 232-7891 (Fax)


July 24, 2001


VIA AIR COURIER ---------------


Andrew S. English, Managing Director Equity/Global Sales and Member Affairs The American Stock Exchange 86 Trinity Place New York, New York 10006


Re: BioQuest International, Inc. ("BQ")
Listing Application and Associated Filing Fee
---------------------------------- ----------


Dear Andrew:


It was a real pleasure to talk with you on July 5, 2001 regarding BQ's then prospective Listing Application. Your insights were extremely beneficial and we trust our discussion will facilitate your understanding of both BioQuest and this self-underwritten, all-or-nothing 1,000,000 share Dutch Auction.


In conjunction with this Application, please find the following:


1. Associated Listing Application Exhibits; 2. BQ's $1,000 filing fee; and 3. BQ's Pre-Effective Amendment No. 3 concurrently filed today with the
SEC which, among other pertinent disclosures, describes the associated
distribution process.


Please note that BQ is seeking listing contingent upon (i) the 1,000,000 share all-or-nothing offering being successful and (ii) the market value of BQ's publicly tradable share float being not less than $15,000,000. Given BQ's minimum $10 per share price and an anticipated public float of 1,540,473 shares assuming the 1,000,000 shares are sold, we believe that both standards will be met simultaneously.


Recognizing that this Application is only possible for entities which are Section 12 listed, we have already prepared BQ's Form 8-A. Since BQ does not qualify for use of the Form 8-A until the Registration Statement is declared effective, that draft Form 8-A is attached for your preliminary perusal but will not be filed until BQ's Registration Statement is declared effective.


For a similar reason, BQ will provide a completed "Distribution and Trading Information Worksheet" once the 1,000,000 share all-or-nothing offering is successfully closed.


Recognizing that this is a self-underwritten offering, a methodology of securities distribution that AMEX has had little experience with, please observe the care with which this Dutch Auction was organized. First, I think you will see exemplary disclosure in the attached draft prospectus. In addition, there are a number of safeguards incorporated into the offering which are unique, specifically: the licensed technology which leaves no discretion for the issuer


to change the outcome of the clearing price; the use of an independent escrow agent in lieu of the role often taken by the broker-dealer; and, finally, the use of an independent auditor to assure the accuracy of the process and associated share allocation. The bottom line for us is that this mechanism democratizes the entire IPO allocation process, quite unlike the growing number of lawsuits that have arisen over this very question, while maximizing the net dollars raised by the issuer.


We also want AMEX to understand that BQ welcomes adding outside expertise to our board of directors. This will be done concurrent to AMEX Listing to satisfy its independence standards. Very simply, BQ has in mind a number of very promising prospective board members but, until BQ has directors' and officers' insurance in place, their appointment has been deferred to date. Once BQ is declared effective and well along in that registration process, BQ will be filing an application for directors' and officers' Insurance, thereby permitting us to name members to the board and to satisfy AMEX requirements in this area.


You indicated that having an independent valuation would be very helpful. While certainly possible, the point of a Dutch Auction is to let prospective investors determine that appropriate price, another example of the democratization of the Dutch Auction process. Nonetheless, BQ believes the $10-$20 price range is very realistic. We have outlined a valuation rationale which we believe supports and validates that range as being both realistic and conservative.


Because BQ is a hybrid conglomerate of subsidiary entities, all of which are connected to, or involved in the field of Alternative/Integrative Medicine, we have looked principally to the healthcare and medical industries for comparative P/E valuation ratios, as a general guide. In these industries multiples can run as high as 25 to 30 times earnings. In keeping with our conservative approach, we selected a range of between 9 and 15 times earnings.


Keeping in mind that BQ is a development company, we have used our Proforma Statement of Operations found within our Business Plan. The following represents consolidated projected earnings in Years 1 and 2, and provides a range from a multiple of 9 to 15 times earnings.


Year 1
------
Total Net Income of $10 million x multiple of (9) = $90 million Total Net
Income of $10 million x multiple of (15) = $150 million


Year 2
------
Total Net Income of $22 million x multiple of (9) = $198 million Total Net
Income of $22 million x multiple of (15) = $330 million


Shares Issued and Outstanding
-----------------------------
Founders 8,500,000 shares
Private Placement Shareholders 540,473 shares
Shares Sold in IPO 1,000,000 shares
Total 10,040,473 shares x $10/share bid minimum
= $100,404,730 market cap


We also recognize that AMEX has traditionally preferred the use of mini-maxi offerings. BQ would prefer that also. Given that prior Dutch Auctions were both underwritten and all-or-nothing in character, we have acquiesced to the SEC's mandating the all-or-nothing process, at least with this initial offering.


Andrew, we really appreciate the initiative you have demonstrated in conjunction with BQ's offering. As you are receiving these materials, I will already be in Europe. While I can be reached by satellite phone please feel free to contact Peter J. Ewens, BQ's Chairman and CEO. As I indicated, Mr. Ewens is BQ's initial contact person, who will work with you in every way in your capacity as liaison between the issuers you work with, and AMEX. Again thank you for you assistance.


Sincerely,


/s/ Carl N. Duncan
Carl N. Duncan


CND:ljo Enclosures: Listing Application and Exhibits
$1,000 Fee
BioQuest International, Inc. Pre-Effective Amendment No. 3
Form 8-A


Cc: Peter J. Ewens


The American Stock Exchange Checklist for Original Listing Application


Company Name: BioQuest International, Inc.
----------------------------


GENERAL


X Listing Application -------
X Listing Agreement ------- N/A Underwriter's Letter (for IPOs) -------
X Other: N/A ------- -----
X SEC Form 8A (8A, 8, 10) ------- ----
X Listing Fee: $ 1,000 ------- ------


ADDITIONAL COMMON STOCK


N/A Listing Application


OIL AND GAS COMPANIES


N/A Engineer's Reserve Report


MINING COMPANIES


N/A Table of Lands N/A Engineer's Mining and Reserve Report


Items in bold are American Stock Exchange forms and
formats. Other items are Company documents.


The American Stock Exchange Common Stock Listing Application


ORIGINAL LISTING APPLICATION Approved on: No: Date: June 30, 2001
-----------------------


BIOQUEST INTERNATIONAL, INC.
11217 Silverleaf Drive
Fairfax Station, Virginia 22039
Telephone (703) 764-4464


BIOQUEST INTERNATIONAL, INC. (the "Company") hereby makes application to The American Stock Exchange LLC for the listing of:


1,000,000 issued and outstanding shares of its common stock,
no par value, and for authority to add to the list,
upon official notice of issuance; plus


0 additional shares of its common stock upon exercise
of stock to be issued pursuant to the Company's
initial public offering; plus


0 additional shares of its common stock upon exercise
of warrants; plus


0 additional shares of its common stock upon conversion
of the Company's outstanding preferred stock; making
a total of:


1,000,000 shares of said common stock, the listing of which is
herein applied for (of a total 10,040,473 issued and
25,000,000 authorized.)
...