Sample Business Contracts

Services Agreement - Josephberg Grosz & Co. Inc. and Celsion Corp.

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Josepnberg Grosz & Co. Inc.
Investment Bankers
810 Seventh Avenue * New York, NY 10019
(212) 974-9926 Fax (212) 397-5832
Dir: (212) 333-0825 e-mail:

                                           July 31,1998

Dr. Augustine Cheung, Chairman
Mr. Spencer Volk President, CEO
Celsion Corporation
10220-1 Old Columbia Road
Columbia MID 2 1046-1705


I.       The  purpose of this letter is to set forth the terms of our  agreement
(the "Agreement") with respect to the compensation which Josephberg Grosz & Co.,
Inc.  or their  designees  ("JGC")  are to receive for  assisting  and  advising
Celsion Corporation or related entities,  direct or indirect (the "Company"), in
obtaining  a capital  infusion of equity,  debt,  bridge  financing,  merger and
acquisitions,  letter  or line of  credit, lease  financing  or  other  types of
financing  transactions.  (the "Financing")  Financing does not include business
the Company is doing in the ordinary  course of business such as but not limited
to  obtaining  licenses  from  institutions  and  marketing   arrangements  with
potential users of the Company's products or technology.
         Financing  does not include any  transactions  done with the  following
parties or their contacts with whom the Company is or has been dealing:

         1.       Ryan, Lee & Company or another retail lead syndicator

         2.       K. Greenberg

         3.       LBC Capital Corporation

         4.       Sucsy, Fischer and Company

         5.       Gilford Securities

         Our focus will be on  providing  Financing  to the  Company as follows:
$1,000,000 in the months of August and September and $8,000,000-$10,000,000 over
the next twelve months.

II.      To assist  the Company  in obtaining  Financing,  the Company agrees to
engage JGC as its nonexclusive  agent with  respect  to all  Financing  sources,
direct or indirect,  (except as exempted from the definition) (the  "Investor").
When such Financing  from any Investor  (other than a Financing in the nature of
one described in paragraphs III & IV below) is provided, JGC will be compensated
by the Company,  in full, at the closing of the Financing,  by receiving a total
fee of 10% (8% cash; 2% stock).


Dr. Augustine Cheung
July 31, 1999
Page Two

The total gross dollar value  received or to be received  (including any form of
equity, bridge, stock, convertible securities or subordinated debt Financing) by
the  Company  pursuant  to such  financing  up to  $5,000,000  (i.e.  $5,000,000
Financing provided;  JG Capital,  Inc. receives a cash fee of 8%, to be $400,000
and a fee of 2% in the form of common stock of the Company to JG Partners,  L.P.
at the same valuation and price as the Investor). On any dollar amount in excess
of the first $5,000,000  provided,  JGC will receive a total fee of 8% (6% cash,
2%  stock).  In  addition,  JGC will have the right to invest in the  Company by
receiving,  at the closing of the  Financing,  a five yew warrant  Such  warrant
shall give JGC or its designees  the right,  at anytime over a five year period,
to purchase  securities  on a cashless  basis in the Company equal to 10% of the
total shares issued to the Investor at the same price,  the same type securities
and the same rights as the Investor (i.e.  $5,000,000 Financing provided,  JGC's
designees receive warrants to purchase shares of the same type securities and at
the same price and valuation as the Investor at the time of Financing at anytime
over a five yew period).  Any and all securities  and/or warrants and securities
underlying  such  warrants to be received  by JGC and its  designees  shall have
appropriate  piggy-back  and  registration  rights and in any case  become  free
trading under rule 144 holding  period.  For any  Financing  (except as exempted
from  the  definition)  not  introduced  directly  or  indirectly  by JGC to the
Company,  JGC will  receive from the  Company,  a total fee of 3% (1-1/2%  cash;
1-1/2%  stock) at the closing of the  Financing.  Notwithstanding  the  previous
sentence.  JGC shall receive the 3% fee on any Investors that invest through LBC
Capital Corporation with JGC Investor.

III.     For senior  debt, credit  facilities,  guarantees; lease financing  and
letter or line of credit  Financing,  JGC's cash fee,  if such is provided by an
Investor  introduced by JGC, directly or indirectly,  shall be 3.0% of the total
dollar value received or made available to the Company.

IV.      In the  event  the Company enters  into a merger,  acquisition or joint
venture  with an Investor or entity  introduced  by JGC or entities or Investors
negotiated  with on behalf of the Company by JGC,  directly or  indirectly,  JGC
will  be  compensated  by the  Company,  in  full,  at the  closing  thereof  in
accordance  with the 5/4/3  Formula,  (i.e. by receiving a cash fee of 5% of the
first $1,000,000 of Value received by the Company or the Investor,  whichever is
applicable, 4% of the second $1.000,000,  and 3% of all Value received in excess
of $3,000,000).  While not all inclusive, Value shall include total cash, notes,
debt, stock, consulting. non-compete, earn-out, sales and royalty agreements.

V.       The fees in paragraphs II, III and IV above  are totally independent of
one another and are based upon the type or types of transactions JGC arranges.

VI.      In  addition,  upon  obtaining  such  Financing  (i.e.,  the  fees   in
paragraphs 11), JGC shall receive, at closing, a non-accountable 1% cash expense
reimbursement,  (i.e,,  $5,000,000 total ]Financing  provided or made available,
JGC receives 1% to be $50,000).  In addition,  JGC shall be  reimbursed  for all
reasonable  out-of-pocket travel expenses from the date of the execution of this
Agreement  until its  termination  which have been  approved  by the  Company in


Dr. Augustine Cheung
July 31, 1998
Page Three

VII.     Upon  the  execution of  this Agreement,  the  Company agrees to pay JG
Capital, Inc. $8,000 in cash and 57,000 shares of stock to JG Partners.. L.P. in
the form of common stock of the Company.

VIII.    This  Agreement  may  be  terminated  or amended  by the Company in its
sole  discretion on two days notice on September 21, 1998 or anytime  thereafter
with ten days prior written  notice,  Termination  of this  Agreement  shall not
release the Company of its obligation to compensate JGC or its designees for its
services  rendered if any Investor  enters into a  transaction  with or provides
Financing to the Company as long as the transaction  (transactions) or Financing
(Financings) was provided by such Investor within two years after termination of
this Agreement.

IX.      It is understood and  agreed  that you  shall  have the right to accept
or reject in your judgement the terms of any Financing or  transaction  proposed
by any Financing  Sources,  Investors,  strategic  partners and/or  corporations
presented to you. If such  Financing  is provided by the Investor to the Company
and  accepted,  the Company  agrees to represent  to the  Investor  prior to the
closing of the  transaction or Financing that the fees due and payable to JGC as
they  apply  to  this  Agreement  will  be  paid  to JGC at the  closing  of the
transaction and/or Financing.

X.       This Agreement  shall be governed and construed in accordance  with the
laws of the State of New York. In the event of any dispute  between us regarding
the  subject  matter of this  Agreement,  such  dispute  shall be  submitted  to
arbitration  before a single  arbitrator in New York City in accordance with the
rules of the American  Arbitration  Association.  Any decision or award shall be
final and binding upon the parties hereto.  All legal fees and expenses shall be
paid to the prevailing party by the losing party.

XI.      JGC  represents  that to its knowledge  it is in full  compliance  with
all regulatory laws that govern its business and agrees to indemnify the Company
against any  liabilities  against the Company that arise out of a breach of this

                                           Josephberg Grosz & Co, Inc.

                                           By: /s/ Richard A. Josephberg  8/5/98
                                              Richard A. Josephberg        Date

Celsion Corporation

By: /s/ Spencer J. Volk                    8/6/98
-----------------------                    ------
Name: Spencer J. Volk                       Date
Title: President & CEO