<PAGE>
EXHIBIT 1.1
[vFinance Investments, Inc. logo]
FINDER'S AGREEMENT
FINDER'S
AGREEMENT dated as of June 14, 2005 (this "Agreement") by and
between Combimatrix Corporation (the
"Company") and vFinance Investments, Inc.
(the "Finder").
WHEREAS, the
Finder has organized a series of meetings between the Company
and various Institutional Investors
("Targets") as described in Section 3 below
with the main objective of increasing the
Company's visibility among investors
and identifying potential sources of
financing for the Company. These meetings
are free of cost for the Company and the
Company has the right to accept and/or
reject the meetings scheduled by the
Finder.
NOW THEREFORE,
for good and valuable consideration the parties hereto agree
as follows:
1. In the event the Company
receives financing of any form from the
Institutional Investors ("Targets") listed below, their
subsidiaries,
partners, and/or related parties (individually or collectively,
a
"Transaction"), for a period of 12 months from the date of this
Agreement, the Company shall pay the Finder a five percent (5%) fee
on
any form of equity funding and/or one percent (1%) fee on any form
of
debt funding with respect to a Transaction. The fee is calculated
by
applying the above mentioned rate to the Aggregate Consideration
(as
defined in Section 2 below) in a Transaction, and it is due within
30
days of each such Transaction.
2. Aggregate Consideration is
defined and computed as the total proceeds
paid by the targets to the Company in
