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Consulting Agreement

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Sectors: Health Products and Services
Effective Date: August 08, 1997
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709 Swedeland Road

P.O. Box 1539

King of Prussia, PA 19406

Cedar Capital Investors 767 Third Avenue, Suite 36A New York, New York 10017 Attn.: Anthony P. Brenner

Re: Consulting Engagement


Ladies and Gentlemen:

This letter sets forth the terms upon which Exigent Diagnostics, Inc. ("Exigent") has engaged Cedar Capital Investors ("CCI") to provide certain consulting services in connection with securing the next round of financing for Exigent. The services are expected to include phone consultation, meetings with interested financing sources, review of funding proposals and general strategy development (the "Services"). Generally, Exigent will not expect CCI to participate in early stage presentations to potential funding sources, but instead will rely on CCI for advice in connection with (i) devising overall strategies designed to obtain funding and (ii) the actual negotiation of financing agreements with funding sources selected by Exigent. Exigent will use its reasonable best efforts to provide CCI with advance notice of critical meetings.

It is agreed that Anthony P. Brenner will be the CCI representative to fulfill CCI's obligations to provide the Services. CCI will make Mr. Brenner's services available when reasonably requested by Exigent on an as needed basis until the next round of financing is complete. The Services to be performed by Mr. Brenner are in addition to his duties and responsibilities as a member of Exigent's Board of Directors and Chairman of Exigent's Compensation Committee. Either Exigent or CCI may cancel thi
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