ALLAN PERRES
December 20, 1999
Mr. Irwin Rosenthal
Attorney for Magna-Lab, Inc.
Graham & James, LLP
885 Third Avenue, 21st Floor
New York, NY 10022
RE: Magna-Lab Transaction with Noga
Dear Mr. Rosenthal:
We are in receipt of a letter written to Mr. Itzhak Goldenberg dated December
17, 1999 in which the terms of a working agreement are described.
Pursuant to your request, this letter is to inform you and the Magna board of
directors that: 1) we understand that our group will be issued one board seat on
Magna's board of directors if our fundraising does not exceed $2 million and, 2)
that we understand the terms described in paragraph #7 of the subject letter
which indicates that the amount of shares and/or options granted to our group
and to Noga will coincide with total funds raised.
Sincerely,
/s/Allen Perres
Allen Perres