FORM OF SUBSCRIPTION AGREEMENT

a)

Buyer agrees to buy and the Seller agrees to sell and issue to Buyer ______________ shares of common stock, $.001 par value per share (the “Common Stock”), of the Seller (the “Shares”) for a purchase price per Share of $6.75 (the “Purchase Price”), for an aggregate of $___________ (the “Aggregate Purchase Price”), together with warrants to purchase ____________ shares of Common Stock (the “Warrants”), at an exercise price of $8.45 per share, subject to the terms and conditions set forth therein in the form attached hereto as Exhibit A. The shares of Common Stock and Warrants to be issued to the Buyer are hereinafter referred to as the “Securities”).

b)

The Securities and the shares of Common Stock underlying the Warrants (the "Warrant Shares") have been registered on a Form S-3, File No. 333-143454, which registration statement (the “Registration Statement”) has been declared effective by the Securities and Exchange Commission, has remained effective since such date and is effective on the date hereof.

c)

d)

Seller shall be entitled to receive the Aggregate Purchase Price from the Escrow Agent only after the Escrow Agent has received written confirmation (which confirmation may be electronic) from Buyer (the “Confirmation”) that (i) Buyer has received the unlegended Securities from the Seller in accordance with the Delivery Instructions and (ii) if such Securities have been delivered to Buyer’s prime broker for deposit (the “Deposit”) with The Depository Trust Company (“DTC”), that such Securities have been so deposited. Buyer shall use commercially reasonable efforts to provide the Confirmation to the Escrow Agent as promptly as practicable, but in no event later than three business days, after receipt and, if applicable, the Deposit of the unlegended Securities (the “Confirmation Date”). If (i) by 5:00 pm, New York time, on the Confirmation Date, the Confirmation has not been received by Seller and Buyer has not unreasonably objected in writing to Seller as to the form and substance of the delivery of the unlegended Securities and (ii) Seller has otherwise received written notice from the courier service that delivery has been effected in accordance with Delivery Instructions, then Seller and the Placement Agent shall be entitled to instruct the Escrow Agent to release the applicable Aggregate Purchase Price.

a)

This Subscription Agreement constitutes the entire understanding and agreement between the parties with respect to its subject matter and there are no agreements or understandings with respect to the subject matter hereof which are not contained in this Subscription Agreement. This Subscription Agreement may be modified only in writing signed by the parties hereto.

b)

This Subscription Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and shall become effective when counterparts have been signed by each party and delivered to the other parties hereto, it being understood that all parties need not sign the same counterpart. Execution may be made by delivery by facsimile.

c)

The provisions of this Subscription Agreement are severable and, in the event that any court or officials of any regulatory agency of competent jurisdiction shall determine that any one or more of the provisions or part of the provisions contained in this Subscription shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Subscription Agreement and this Subscription Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision, or part of such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable to the maximum extent possible, so long as such construction does not materially adversely effect the economic rights of either party hereto.

d)

All communications hereunder, except as may be otherwise specifically provided herein, shall be in writing and shall be mailed, hand delivered, sent by a recognized overnight courier service such as Federal Express, or sent via facsimile and confirmed by letter, to the party to whom it is addressed at the following addresses or such other address as such party may advise the other in writing:

e)

This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. To the extent determined by such court, the prevailing party shall reimburse the other party for any reasonable legal fees and disbursements incurred in enforcement of, or protection of any of its rights under this Agreement and the Warrant.