Investment Banking and Financial Advisory Agreement (the ?Agreement?)

EXHIBIT 10.5

[BLACKWATER CAPITAL GROUP LETTERHEAD]

April 10, 2007

Belinda Tsao-Nivaggioli

Avicena Group, Inc.

228 Hamilton Avenue

3^rd Floor

Palo Alto, CA 94301

Re: Investment Banking and Financial Advisory Agreement (the “Agreement”)

Dear Belinda:

You have advised us that Avicena Group, Inc. (the “Company” or “Business” or “Avicena”) is committed to maximizing the value of the Business through listing on the American Stock Exchange, capital equity deployment, merger and acquisition strategy, strategic alliances, licensing agreements or increasing sales. This letter is to confirm our understanding that Blackwater Capital Group, Inc., and its affiliates and associates (“Blackwater”), has been engaged as an Investment Banker/Financial Advisor to the Company on a non-exclusive basis with respect to financial advisory services for capital market activities.

During the term of this agreement, Blackwater in conjunction with its affiliates and associates shall provide the Company with such regular and customary investment banking and financial advisory services as are reasonably requested by the Company, provided that Blackwater shall not be required to undertake duties not reasonably within the scope of the services in which it is generally engaged.

In performance of its duties, Blackwater shall provide the Company with the benefits of its best judgment and efforts. It is understood and acknowledged by the parties that the value of Blackwater’s advice is not measurable in a quantitative manner and Blackwater shall be obligated to render advice, upon the request of the Company, in good faith, as shall be determined by Blackwater.

The Company acknowledges that Blackwater is in the business of providing financial advisory services (of all types contemplated by this Agreement) to others. Nothing herein contained shall be construed to limit or restrict Blackwater or its affiliates and associates in conducting such business with respect to others or in rendering such advice to others.

This Agreement may be terminated by either the Company or Blackwater upon giving thirty (30) days prior written notice to that effect to the other party. No such termination will affect (i) Blackwater’s rights to receive fees accrued prior to such termination or to receive its reimbursement for expenses as set forth in subparagraph C below; or (ii) the rights of Blackwater or any other Indemnified Person (as defined in Schedule A hereto) to indemnification and contribution.

A. Company Responsibilities

In connection with Blackwater’s activities on the Company’s behalf, the Company agrees to cooperate with Blackwater and will furnish to, or cause to be furnished to, Blackwater, all information

Blackwater Avicena Engagement

April 10, 2007

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and data concerning the Company, any possible transaction and any possible participant which Blackwater deems appropriate and will provide Blackwater with access to Company’s officers, directors, employees and advisors.

B. Compensation

In consideration of such financial advisory services, the Company agrees to pay Blackwater (i) an initial engagement fee of $40,000.00 in cash; and (ii) an incentive plan consisting of up to 250,000 warrants to purchase Common Stock at $7.00 per share. The warrants will have a three year term. The warrants will be held in an escrow account and paid to Blackwater by the Company based on the Company’s view of Blackwater’s performance. The term of this escrow will be fifteen months, and the Company will issue a warrant to Blackwater to purchase up to a maximum of 16,667 shares each month (16,662 for the final month). The actual amount of warrant shares will be based upon the Company’s evaluation of Blackwater’s performance for the month. To the extent a monthly warrant does not contain the full 16,667 shares (16,662 for the final month), the difference between 16,667 (16,662 for the final month) and the actual number will be forfeited and extinguished and will not be available for inclusion in any of the other monthly warrants.

Cash fees are payable as earned via wire transfer to:

[REDACTED]

C. Indemnity

The Company agrees to indemnify Blackwater and related persons in accordance with the indemnification provisions annexed hereto as Schedule A, the provisions of which are incorporated herein in their entirety.

Blackwater Avicena Engagement

April 10, 2007

Page 3 of 7

D. Capital Commitment

Blackwater shall sign definitive documents for the purchase of 1,600,000 shares of Series B Convertible Preferred Stock and warrants to purchase 800,000 shares of Common Stock for an aggregate price of eight million dollars ($8,000,000 USD). The Company at its sole discretion may reduce the amount purchased by Blackwater to no less than 400,000 shares of Series B Convertible Preferred Stock and warrants to purchase 200,000 shares of Common Stock by the settlement date. Settlement of the purchase will take place May 21, 2007, or such earlier time as Blackwater may elect. Blackwater’s initial engagement fee in Paragraph B (i) will be paid at the time of the signing of the definite documentation. It is agreed that, at the time of funding, Blackwater can have Blackwater Capital Partners III, L.P. (the “Fund”) purchase the shares of Series B Convertible Preferred Stock as long as the Fund: (i) is structured as represented in previous e-mails from Blackwater to the Company, (ii) executes documentation deemed necessary or advisable by the Company in connection with such purchase and (iii) is able to give the Company the representations and warranties contained in the Securities Purchase Agreement as of the date of the purchase.