SUBSCRIPTIONAGREEMENT

1.1  

Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units as is set forth upon the signature page hereof at a price of $2.20 per Unit (the “Purchase Price”).  Subject to the terms and conditions hereinafter set forth, the Company agrees to sell such Units to the Subscriber for the Purchase Price.

1.2  

The subscription period will begin as of April 18, 2008, and will terminate at 5:00 PM Eastern Daylight Time on May 16, 2008, unless terminated earlier or extended by the Company (the “Termination Date”).  The minimum dollar amount of Units that may be purchased by the Subscriber is $25,000 unless the Company elects to waive the requirement.  The consummation of the subscription contemplated hereby, in whole or in part, is subject to the satisfaction of the closing conditions set forth in Section 5 of this Agreement.

1.3  

The Purchase Price will be held by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, as escrow agent (“Mintz Levin”), in a non-interest bearing escrow account until the closing of the purchase of the Units in the Offering pursuant to this Agreement (the “Subscription Closing”).  There may be multiple closings and amounts held in escrow at the time of any closing may be released at such closing; provided that the initial closing shall not occur until there are at least $5,000,000 of subscriptions in the aggregate being held by Mintz Levin (the “Initial Closing”).

1.4  

The certificates for the Common Stock together with the accompanying Warrants bearing the name of the Subscriber will be delivered by the Company no later than twenty (20) business days following the final closing date of the Offering.  The Subscriber hereby authorizes and directs the Company to deliver the securities to be issued to the Subscriber pursuant to this Agreement to the residential or business address indicated in the Investor Questionnaire (as defined below).

1.5  

A copy of this Agreement, once executed by the Subscriber, should be faxed to (and the original sent by overnight courier to):

1.6  

The Purchase Price for the Units purchased hereunder shall be paid by certified check, payable to Mintz Levin, Cohn, Ferris, Glovsky and Popeo, P.C, or by wire transfer to the Mintz Levin client funds account pursuant to the following instructions:

2.1  

The Subscriber recognizes that the purchase of Units involves a high degree of risk in that (i) the Company will need additional capital but has no assurance of additional necessary capital; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Units; (iii) an investor may not be able to liquidate his or her investment; (iv) transferability of the securities comprising the Units is extremely limited; (v) an investor could sustain the loss of his or her entire investment; and (vi) the Company is and will be subject to numerous other risks and uncertainties, including without limitation, significant and material risks relating to the Company’s business, and the industries and markets in which the Company will compete, as well as risks associated with the Offering, and the other transactions contemplated herein, in the Offering Memorandum dated February 16, 2008 and any supplements thereto (including all exhibits, schedules and attachments thereto, the “Offering Memorandum”), all as more fully set forth herein and in the Offering Memorandum.  

2.2  

The Subscriber represents that he or she is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Act, as indicated by his or her responses to the Investor Questionnaire (the “Investor Questionnaire”), the form of which is attached hereto as Exhibit A, and that he or she is able to bear the economic risk of an investment in the Units.  The Subscriber must complete the Investor Questionnaire to enable the Company to assess the Subscriber’s eligibility for the Offering.

2.3  

The Subscriber acknowledges that he or she has prior investment experience, including without limitation, investment in non-listed and non-registered securities, and he or she has read all of the documents furnished or made available by the Company to him or her and evaluated the merits and risks of such an investment, and that he or she recognizes the highly speculative nature of this investment.

2.4  

The Subscriber acknowledges receipt and careful review of the Offering Memorandum, this Agreement, the Common Stock Purchase Warrant representing the Warrants and any other attachments hereto and thereto (collectively, the “Offering Documents”) and hereby represents that he or she has been furnished or given access by the Company during the course of this Offering with or to all information regarding the Company and its respective financial condition and results of operations which he or she had requested or desired to know; that all documents which were specifically requested by the Subscriber and could be reasonably provided have been made available for his or her inspection and review; that he or she has been afforded the opportunity to ask questions of and receive answers from duly authorized representatives of the Company concerning the terms and conditions of the Offering, and any additional information which he or she had requested.  The Subscriber further represents and acknowledges that the Subscriber has not seen or received any advertisement or general solicitation with respect to the sale of any of the securities of the Company, including, without limitation, the Units.

2.5  

The Subscriber acknowledges that this Offering of Units may involve tax consequences, and that the contents of the Offering Documents do not contain tax advice or information.  The Subscriber acknowledges that he or she must retain his or her own professional advisors to evaluate the tax and other consequences of an investment in the Units.

2.6  

The Subscriber acknowledges that this Offering of Units has not been reviewed or approved by the United States Securities and Exchange Commission (“SEC”) and that the Offering is intended to be a nonpublic offering pursuant to Section 4(2) of the Act.  The Subscriber represents that the Units are being purchased for his or her own account, for investment and not for distribution or resale to others.  The Subscriber agrees that he or she will not sell or otherwise transfer any of the securities comprising the Units unless they are registered under the Act and any applicable state “blue sky” securities laws or unless an exemption from such registration is available and, upon the Company’s request, the Company receives an opinion of counsel reasonably satisfactory, in all respects, to the Company confirming that an exemption from such registration is available for such sale or transfer.

2.7  

The Subscriber understands that the Units have not been registered under the Act by reason of a claimed exemption under the provisions of the Act which depends, in part, upon his or her investment intention.  The Subscriber realizes that, in the view of the SEC, a purchase now with the intention to distribute would represent a purchase with an intention inconsistent with his or her representation to the Company, and the SEC might regard such a distribution as a deferred sale to which such exemption is not available.

2.8  

The Subscriber understands that Rule 144 (the “Rule”) promulgated under the Act requires, among other conditions, a holding period prior to the resale of securities acquired in a non-public offering, such as the Offering, without having to satisfy the registration requirements under the Act.  The Subscriber consents that the Company may, in its sole discretion and if it desires, permit the transfer of the Common Stock included in the Units or issuable upon the exercise of the Warrants, in whole or in part, out of his or her name but only when his or her request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company, in all respects, that neither the sale nor the proposed transfer results in a violation of the Act, any applicable state “blue sky” securities laws or any applicable securities laws of any other country, province or jurisdiction (collectively, “Securities Laws”).  The Subscriber agrees to hold the Company and its respective directors, officers and controlling persons and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by any of them as a result of any misrepresentation made by him or her contained herein or in the Investor Questionnaire.

2.9  

The Subscriber consents to the placement of one or more legends on any certificate or other document evidencing his or her Units and the Common Stock or Warrants included in the Units or issuable upon the exercise of the Warrants stating that they have not been registered under the Act and are subject to the terms of this Agreement, and setting forth or referring to the restrictions on the transferability and sale thereof.

2.10  

The Subscriber understands and acknowledges that the Company will review this Agreement and the Investor Questionnaire and the Company reserves the unrestricted right, in its sole discretion, to reject or limit any subscription and to close the Offering at any time or not close the Offering.

2.11  

The Subscriber hereby represents that the address of Subscriber furnished at the end of this Agreement and in the Investor Questionnaire is the undersigned's principal residence if he or she is an individual or its principal business address if it is a corporation or other entity.

2.12  

The Subscriber acknowledges that if the Subscriber is a Registered Representative of a the Financial Industry Regulatory Authority (“FINRA”) member firm, he or she must give such firm the notice required by the FINRA Conduct Rules, or any applicable successor rules of FINRA, receipt of which has been acknowledged by such firm on the signature page hereof.  The Subscriber shall also notify the Company if the Subscriber or any affiliate of Subscriber is a registered broker-dealer, in which case the Subscriber represents that the Subscriber is purchasing the Units in the ordinary course of business and, at the time of purchase of the Units, has no agreements or understandings, directly or indirectly, with any person to distribute the Units or any portion thereof.

2.13  

The Subscriber hereby represents that, except as set forth in the Offering Documents, no representations or warranties have been made to the Subscriber by the Company or its agents, employees or affiliates and in entering into this transaction, the Subscriber is not relying on any information, other than that contained in the Offering Documents.

2.14  

The Subscriber agrees that he or she will purchase securities in the Offering only if his or her intent at such time is to make such purchase for investment purposes and not with a view toward resale.

2.15  

If the undersigned Subscriber is a partnership, corporation, trust or other entity, such partnership, corporation, trust or other entity further represents and warrants that:  (i) it was not formed for the purpose of investing in the Company; (ii) it is authorized and otherwise duly qualified to purchase and hold the Units; and (iii) that this Agreement has been duly and validly authorized, executed and delivered and constitutes the legal, binding and enforceable obligation of the undersigned.

2.16  

If the Subscriber is not a United States person, such Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Units or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Units, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Units.  Such Subscriber's subscription and payment for, and his or her or her continued beneficial ownership of the Units and of the shares of Common Stock included therein or to be issued upon the exercise of the Warrants, will not violate any applicable securities or other laws of the Subscriber's jurisdiction.

2.17  

The Subscriber acknowledges that (i) the Offering Memorandum may contain material, non-public information concerning the Company within the meaning of Regulation FD promulgated by the SEC, and (ii) the Subscriber is obtaining such material, non-public information solely for the purpose of considering whether to purchase the Units pursuant to a private placement that is exempt from registration under the Act.  In accordance with Regulation FD and other applicable provisions of the Securities Laws, the Subscriber agrees to use such information only for the purpose set forth above in the immediately preceding sentence and to keep such information confidential and not to disclose it to any other person or entity except the Subscriber’s legal counsel, other advisors and other representatives who have agreed (i) to keep such information confidential, (ii) to use such information only for the purpose set forth above, and (iii) to comply with applicable securities laws with respect to such information.  In addition, the Subscriber further acknowledges that the Subscriber and such legal counsel, other advisors and other representatives are prohibited from trading in the Company’s securities while in possession of material, non-public information and agrees to refrain from purchasing or selling securities of the Company until such material, non-public information has been publicly disseminated by the Company.

2.18  

The Subscriber understands and acknowledges that (i) the Units are being offered and sold to Subscriber without registration under the Act in a private placement that is exempt from the registration provisions of the Act under Section 4(2) of the Act and (ii) the availability of such exemption depends in part on, and that the Company will rely upon the accuracy and truthfulness of, the foregoing representations, and such Subscriber hereby consents to such reliance.

2.19  

Neither the Subscriber, nor any Person acting on behalf of or pursuant to any understanding with the Subscriber, has, directly or indirectly, engaged in any transaction in the securities of the Company (including, without limitation any Short Sales involving any of the Company’s securities) since the time that such Subscriber was first contacted by the Company, or any other Person regarding an investment in the Company.  Such Subscriber covenants that neither it nor any Person acting on its behalf or pursuant to any understanding with such Subscriber will engage, directly or indirectly, in any transaction in the securities of the Company (including Short Sales) prior to the time the transaction contemplated by this Agreement are publicly disclosed or while the Subscriber is in possession of any material non-pubic information.  “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act (as defined below) and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, derivatives and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers.

3.1  

Organization and Authority.  The Company, and each of its respective subsidiaries, if any (i) is a corporation validly existing and in good standing under the laws of the jurisdiction of its incorporation, and (ii) has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as presently conducted, and the Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Offering Documents being executed and delivered by it in connection herewith, and to consummate the transactions contemplated hereby and thereby.

3.2  

Qualifications.  The Company, and each of its respective subsidiaries, if any, is duly qualified to do business as a foreign corporation and is in good standing in all jurisdictions where such qualification is necessary and where failure to so qualify could have a material adverse effect on the business, properties, operations, condition (financial or other), results of operations or prospects of the Company and its subsidiaries, taken as a whole or has the affect of preventing the Company from performing any of its duties or obligations under this Agreement (a “Material Adverse Effect”).

3.3  

Capitalization of the Company.  The Common Stock and the Warrants to be issued to the Subscriber have been duly authorized, and when issued and paid for in accordance with this Agreement, the Common Stock will be duly and validly issued, fully paid and non-assessable, and the Warrant Shares, when issued upon exercise of the Warrants in exchange for the payment in full of the exercise price for such Warrant Share therein specified, will be duly and validly issued, fully paid and non-assessable.

3.4  

Corporate Authorization.  The Offering Documents have been duly and validly authorized by the Company. This Agreement, assuming due execution and delivery by the Subscriber, and the Warrants, when the Subscription Agreement and the Warrants are executed and delivered by the Company, will be, valid and binding obligations of the Company, enforceable in accordance with their respective terms, except as the enforceability hereof and thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and general principles of equity, regardless of whether enforcement is considered in a proceeding in equity or at law.

3.5  

Non-Contravention.  The execution and delivery of the Offering Documents by the Company, the issuance of the Units as contemplated by the Offering Documents, with or without the giving of notice or the lapse of time, or both, will not (i) result in any violation of any provision of the articles of incorporation or by-laws or similar instruments of the Company or its respective subsidiaries, if any, (ii) conflict with or result in a breach by the Company or its respective subsidiaries of any of the terms or provisions of, or constitute a default under, or result in the modification of, or result in the creation or imposition of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or its respective subsidiaries (if any) pursuant to, any agreements, instruments or documents filed as exhibits to the SEC Reports or any indenture, mortgage, deed of trust or other agreement or instrument to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries or any of its properties or assets are bound, in any such case which would have a Material Adverse Effect, except to the extent that such conflict, breach, default, modification, lien, security interest, charge or encumbrance has been consented to or approved by or on behalf of the other party or parties to such agreement, instrument, document, indenture, mortgage, deed of trust or other agreement or instrument prior to the consummation of the Offering, (iii) violate or contravene any applicable law, rule or regulation or any applicable decree, judgment or order of any court, United States federal or state regulatory body, administrative agency or other governmental body having jurisdiction over Company or any of its subsidiaries or any of its respective properties or assets that would have a Material Adverse Effect, (iv) have any material adverse effect on any permit, certification, registration, approval, consent, license or franchise necessary for the Company or its subsidiaries to own or lease and operate any of its properties and to conduct any of its business or the ability of the Company or its subsidiaries to make use thereof or (v) except for applicable requirements of federal securities laws and state securities or blue-sky laws, require filing with, or permit, authorization, consent or approval of, any third party, public body or authority, other than any filing, permit, authorization, consent or approval made or obtained prior to the consummation of the Offering, except those which the failure to so make or obtain would not have a Material Adverse Effect.

3.6  

Information Provided.  The Company hereby represents and warrants to the Subscriber that the information set forth in the Offering Memorandum, the SEC Reports and any other document provided by the Company (or the Company’s authorized representatives) to the Subscriber in connection with the transactions contemplated by this Agreement, did not (in each case as of the respective date thereof) contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.

3.7  

Events Subsequent.  Since January 1, 2008, as to the Company, there has not been any of the following that have not been disclosed to the Subscriber or disclosed in the SEC Reports:

3.8  

Compliance with Law.  Neither the Company nor any of its respective subsidiaries is in violation of or has any liability under any statute, law, rule, regulation, ordinance, decision or order of any governmental agency or body or any court, domestic or foreign, except where such violation or liability would not individually or in the aggregate have a Material Adverse Effect and to the knowledge of the Company there is no pending investigation that would reasonably be expected to lead to such a claim.

3.9  

Consents.  The Company has all necessary consents, approvals, authorizations, orders, registrations, qualifications, licenses, filings and permits of, with and from all applicable judicial, regulatory and other legal or governmental agencies and bodies and all third parties, foreign and domestic (collectively, the “Consents”), to own, lease and operate their respective properties and conduct their respective businesses as are now being conducted and as disclosed in the Offering Memorandum, except where the failure to have any such Consent would not have a Material Adverse Effect.  Each such Consent is valid and in full force and effect, and the Company has not received written notice of any investigation or proceedings which results in or, if decided adversely to the Company, could reasonably be expected to result in, the revocation of, or imposition of a materially burdensome restriction on, any Consent.

3.10  

Questionable Payments.  Neither the Company, nor any of its respective employees, agents or representatives have, directly or indirectly, made any bribes, kickbacks, illegal payments or illegal political contributions using Company funds or made any payments from the Company's funds, respectively, to governmental officials for improper purposes or made any illegal payments from the Company's funds, respectively, to obtain or retain business.

3.11  

Intellectual Property.  The Company does not have any knowledge of any claim that, or inquiry as to whether, any product or service of the Company infringes upon or involves, or has resulted in the infringement of, any trademarks, patents, copyrights or other proprietary rights of any other person, corporation or other entity; and no such proceedings have been instituted, are pending or, to the Company’s knowledge, are threatened against the Company.  The Company: (i) owns or possesses all rights to use and/or license, as the case may be, all material patents, including any associated patent applications, trademarks, including any service marks, trade names, or registrations or applications therefor, copyrights and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, formulae or procedures, “Intellectual Property”) necessary for the conduct of its business as being conducted and as described in the Offering Memorandum except where the failure to so own or possess would not have a Material Adverse Effect and (ii) does not believe that the conduct of its  business does or will conflict with, and has not received any notice of any claim of conflict with, any such right of others, which conflict would have a Material Adverse Effect.  All Intellectual Property developed by and belonging to Company (including, without limitation, that which is developed by contractors to Company which has not been patented) has been kept confidential using reasonable commercial efforts.  To Company’s knowledge, there is no infringement by third parties of any Intellectual Property owned by the Company.  There are no pending or, to Company’s knowledge, threatened actions, suits, proceedings or claims by others challenging Company’s rights in or to any Intellectual Property.

3.12  

Insurance.  Company maintains insurance in such amounts and covering such risks as are customary for similarly-sized companies engaged in similar businesses in similar industries, all of which insurance is in full force and effect.  There are no material claims by Company under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause.  Company reasonably believes that it will be able to renew its existing insurance as and when such coverage expires or will be able to obtain replacement insurance adequate for the conduct of its business.

3.13  

Legal Compliance.  To the knowledge of the Company, no claim has been filed against the Company alleging a violation of any applicable laws or regulations of foreign, federal, state and local governments and all agencies thereof.  The Company holds all of the material permits, licenses, certificates or other authorizations of foreign, federal, state or local governmental agencies required for its respective business as presently conducted.

3.14  

Listing and Maintenance Requirements.  The Company’s common stock is currently quoted on the OTC Bulletin Board.  The Company has not, since May 15, 2007, received any notice from the OTC Bulletin Board or FINRA or any trading market on which the Company’s common stock is or has been listed or quoted to the effect that the Company is not in compliance with the quoting, listing or maintenance requirements of the OTC Bulletin Board or such other trading market.  The Company is in compliance with all such quoting, listing and maintenance requirements in all material respects.

3.15  

No SEC or FINRA Inquiries.  Neither the Company nor, to the Company’s knowledge, any of its past or present officers or directors is the subject of any formal or informal inquiry or investigation by the SEC or FINRA.

3.16  

Disclosure.  The representations and warranties and statements of fact made by the Company in this Agreement are, as applicable, accurate, correct and complete and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements and information contained herein not false or misleading.  The Company is and, at all times up to and including consummation of the transactions contemplated by this Agreement, and after giving effect to application of the net proceeds of the Placement, will not be, subject to registration as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”), and is not and will not be an entity “controlled” by an “investment company” within the meaning of the 1940 Act.  The Company will initially utilize the proceeds of the Offering in such a manner so as to cause Company not to be subject to the 1940 Act, and will thereafter use its commercially reasonable efforts to avoid Company becoming subject to the 1940 Act.

 

(c)

Copies of all notices, information and proxy statements in connection with any meetings, that are, in each case, provided to holders of shares of Common Stock, if any, contemporaneously with the delivery of such notices or information to such holders of Common Stock.