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                                                                    EXHIBIT 10.1

                          SECURITIES PURCHASE AGREEMENT

         This Securities Purchase Agreement (this "Agreement") is dated as of
February 24, 2004, among SCOLR, Inc., a Delaware corporation (the "Company"),
and the purchasers identified on the signature pages hereto (each a "Purchaser"
and collectively the "Purchasers"); and

         WHEREAS, subject to the terms and conditions set forth in this
Agreement and pursuant to Section 4(2) of the Securities Act (as defined below),
and Rule 506 promulgated thereunder, the Company desires to issue and sell to
the Purchasers, and the Purchasers, severally and not jointly with the other
Purchasers, desire to purchase from the Company in the aggregate, up to
$10,500,000 of Common Stock and Warrants on the Closing Date.

         NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in
this Agreement, and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the Company and each Purchaser agrees
as follows:

                                   ARTICLE I.
                                   DEFINITIONS

         1.1 Definitions. In addition to the terms defined elsewhere in this
Agreement, for all purposes of this Agreement, the following terms have the
meanings indicated in this Section 1.1:

                  "Action" shall have the meaning ascribed to such term in
         Section 3.1(j).

                  "Affiliate" means any Person that, directly or indirectly
         through one or more intermediaries, controls or is controlled by or is
         under common control with a Person as such terms are used in and
         construed under Rule 144. With respect to a Purchaser, any investment
         fund or managed account that is managed on a discretionary basis by the
         same investment manager as such Purchaser will be deemed to be an
         Affiliate of such Purchaser.

                  "Business Day" means any day except Saturday, Sunday and any
         day which shall be a federal legal holiday or a day on which banking
         institutions in the State of New York are authorized or required by law
         or other governmental action to close.

                  "Closing" means the closing of the purchase and sale of the
         Common Stock and Warrants pursuant to Section 2.1(a).

                  "Closing Date" means the Trading Day when all of the
         Transaction Documents have been executed and delivered by the
         applicable parties thereto, and all conditions precedent to (i) the
         Purchasers' obligations to pay the Subscription Amount and (ii) the
         Company's obligations to deliver the Securities have been satisfied or
         waived.

                  "Closing Price" means on any particular date (a) the last
         reported closing bid price per share of Common Stock on such date on
         the Trading Market (as reported by Bloomberg L.P. at 4:15 PM (New York
         time) as the last reported closing bid price for regular session
         trading on such day), or (b) if there is no such price on such date,
         then the

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         closing bid price on the Trading Market on the date nearest preceding
         such date (as reported by Bloomberg L.P. at 4:15 PM (New York time) as
         the closing bid price for regular session trading on such day), or (c)
         if the Common Stock is not then listed or quoted on the Trading Market
         and if prices for the Common Stock are then reported in the "pink
         sheets" published by the Pink Sheets LLC (formerly the National
         Quotation Bureau Incorporated, or a similar organization or agency
         succeeding to its functions of reporting prices), the most recent bid
         price per share of the Common Stock so reported, or (d) if the shares
         of Common Stock are not then publicly traded the fair market value of a
         share of Common Stock as determined by an appraiser selected in good
         faith by the Purchasers of a majority in interest of the Shares then
         outstanding.

                  "Commission" means the Securities and Exchange Commission.

                  "Common Stock" means the common stock of the Company, $0.001
         par value per share, and any securities into which such common stock
         may hereafter be reclassified.

                  "Common Stock Equivalents" means any securities of the Company
         or the Subsidiaries which would entitle the holder thereof to acquire
         at any time Common Stock, including without limitation, any debt,
         preferred stock, rights, options, warrants or other instrument that is
         at any time convertible into or exchangeable for, or otherwise entitles
         the holder thereof to receive, Common Stock.

                  "Company Counsel" means Garvey Schubert Barer with offices at
         1191 Second Avenue, Seattle Wa.

                  "Disclosure Schedules" means the Disclosure Schedules
         concurrently delivered herewith.

                  "Effective Date" means the date that the Registration
         Statement is first declared effective by the Commission.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
         amended.

                  "FW" shall mean Feldman Weinstein LLP with offices at 420
         Lexington Avenue, New York, New York 10170-0002.

                  "Intellectual Property Rights" shall have the meaning ascribed
         to such term in Section 3.1(o).

                  "Liens" means a lien, charge, security interest, encumbrance,
         right of first refusal or other restriction.

                  "Material Adverse Effect" shall have the meaning ascribed to
         such term in Section 3.1(b).

                  "Material Permits" shall have the meaning ascribed to such
         term in Section 3.1(m).

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                  "Per Share Purchase Price" equals $3.25, subject to adjustment
         for reverse and forward stock splits, stock dividends, stock
         combinations and other similar transactions of the Common Stock that
         occur after the date of this Agreement..

                  "Person" means an individual or corporation, partnership,
         trust, incorporated or unincorporated association, joint venture,
         limited liability company, joint stock company, government (or an
         agency or subdivision thereof) or other entity of any kind.

                  "Registration Rights Agreement" means the Registration Rights
         Agreement, dated as of the date of this Agreement, among the Company
         and each Purchaser, in the form of Exhibit A hereto.

                  "Registration Statement" means a registration statement
         meeting the requirements set forth in the Registration Rights Agreement
         and covering the resale by the Purchasers of the Shares and the Warrant
         Shares.

                  "Rule 144" means Rule 144 promulgated by the Commission
         pursuant to the Securities Act, as such Rule may be amended from time
         to time, or any similar rule or regulation hereafter adopted by the
         Commission having substantially the same effect as such Rule.

                  "SEC Reports" shall have the meaning ascribed to such term in
         Section 3.1(h).

                  "Securities" means the Shares, the Warrants and the Warrant
         Shares.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Shares" means the shares of Common Stock issued or issuable
         to each Purchaser pursuant to this Agreement.

                  "Subscription Amount" means, as to each Purchaser, the amounts
         set forth below such Purchaser's signature block on the signature page
         hereto, in United States dollars and in immediately available funds.

                  "Subsidiary" shall have the meaning ascribed to such term in
         Section 3.1(a).

                  "Trading Day" means a day on which the Common Stock is traded
         on a Trading Market.

                  "Trading Market" means the following markets or exchanges on
         which the Common Stock is listed or quoted for trading on the date in
         question: the American Stock Exchange, the New York Stock Exchange, the
         Nasdaq National Market or the Nasdaq SmallCap Market.

                  "Transaction Documents" means this Agreement, the Registration
         Rights Agreement, the Warrant and any other documents or agreements
         executed in connection with the transactions contemplated hereunder.

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                  "Warrants" means the Common Stock Purchase Warrants, in the
         form of Exhibit B, issuable to the Purchasers at the Closing, which
         warrants shall be exercisable immediately and have an exercise price
         equal to $4.75 and a term of exercise of 5 years.

                  "Warrant Shares" means the shares of Common Stock issuable
         upon exercise of the Warrants.

                                  ARTICLE II.
                                PURCHASE AND SALE

         2.1 Closing. At the Closing, the Purchasers shall purchase, severally
and not jointly with the other Purchasers, and the Company shall issue and sell,
in the aggregate, up to $10,500,000 of Common Stock and Warrants on the Closing
Date. Each Purchaser shall purchase from the Company, and the Company shall
issue and sell to each Purchaser, a number of Shares equal to such Purchaser's
Subscription Amount divided by the Per Share Purchase Price. Upon satisfaction
of the conditions set forth in Section 2.2 by all Purchasers and the Company,
the Closing shall occur at the offices of FW, or such other location as the
parties shall mutually agree.

         2.2 Closing Conditions.(a) At the Closing (unless otherwise specified
below) the Company shall deliver or cause to be delivered to each Purchaser the
following:

                           (i)      this Agreement duly executed by the Company;

                           (ii)     within 3 Business Days of the Closing Date,
                  a certificate evidencing a number of Shares equal to such
                  Purchaser's Subscription Amount divided by the Per Share
                  Purchase Price, registered in the name of such Purchaser;

                           (iii)    within 3 Business Days of the Closing Date,
                  a Warrant, registered in the name of such Purchaser, pursuant
                  to which such Purchaser shall have the right to acquire up to
                  the number of shares of Common Stock equal to 25% of the
                  Shares to be issued to such Purchaser at the Closing;

                           (iv)     the Registration Rights Agreement duly
                  executed by the Company; and

                           (v)      a legal opinion of Company Counsel of Garvey
                  Schubert Barer substantially in the form of Exhibit C hereto.

                  (b)      At the Closing, each Purchaser shall deliver or cause
         to be delivered to the Company the following:

                           (i)      This Agreement duly executed by such
                  Purchaser;

                           (ii)     such Purchaser's Subscription Amount by wire
                  transfer to the account of the Company as provided to the
                  Purchasers in writing prior to the Closing Date; and

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                           (iii)    the Registration Rights Agreement duly
                  executed by such Purchaser.

                  (c)      All representations and warranties of the other party
         contained herein shall remain true and correct as of the Closing Date
         and all covenants of the other party shall have been performed if due
         prior to such date.

                  (d)      From the date hereof to the Closing Date, trading in
         the Common Stock shall not have been suspended by the Commission
         (except for any suspension of trading of limited duration agreed to by
         the Company, which suspension shall be terminated prior to the
         Closing), and, at any time prior to the Closing Date, trading in
         securities generally as reported by Bloomberg Financial Markets shall
         not have been suspended or limited, or minimum prices shall not have
         been established on securities whose trades are reported by such
         service, or on any Trading Market, nor shall a banking moratorium have
         been declared either by the United States or New York State
         authorities.

                                  ARTICLE III.
                         REPRESENTATIONS AND WARRANTIES

         3.1 Representations and Warranties of the Company. Except as set forth
under the corresponding section of the Disclosure Schedules delivered
concurrently herewith, the Company hereby makes the following representations
and warranties as of the date hereof and as of the Closing Date to each
Purchaser:

                  (a)      Subsidiaries. The Company has no direct or indirect
         subsidiaries. Any references to Subsidiaries in the Transaction
         Documents shall be disregarded.

                  (b)      Organization and Qualification. Each of the Company
         and the Subsidiaries is an entity duly incorporated or otherwise
         organized, validly existing and in good standing under the laws of the
         jurisdiction of its incorporation or organization (as applicable), with
         the requisite corporate power and authority to own and use its
         properties and assets and to carry on its business as currently
         conducted. Neither the Company nor any Subsidiary is in violation of
         any of the provisions of its respective certificate or articles of
         incorporation, bylaws or other organizational or charter documents.
         Each of the Company and the Subsidiaries is duly qualified to conduct
         business and is in good standing as a foreign corporation or other
         entity in each jurisdiction in which the nature of the business
         conducted or property owned by it makes such qualification necessary,
         except where the failure to be so qualified or in good standing, as the
         case may be, would not have or reasonably be expected to result in (i)
         a material adverse effect on the legality, validity or enforceability
         of any Transaction Document, (ii) a material adverse effect on the
         results of operations, assets, business or financial condition of the
         Company and the Subsidiaries, taken as a whole, or (iii) a material
         adverse effect on the Company's ability to perform in any material
         respect on a timely basis its obligations under any Transaction
         Document (any of (i), (ii) or (iii), a "Material Adverse Effect").

                  (c)      Authorization; Enforcement. The Company has the
         requisite corporate power and authority to enter into and to consummate
         the transactions contemplated by

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         each of the Transaction Documents and otherwise to carry out its
         obligations thereunder. The execution and delivery of each of the
         Transaction Documents by the Company and the consummation by it of the
         transactions contemplated thereby have been duly authorized by all
         necessary action on the part of the Company and no further action is
         required by the Company in connection therewith. Each Transaction
         Document has been (or upon delivery will have been) duly executed by
         the Company and, when delivered in accordance with the terms hereof,
         will constitute the valid and binding obligation of the Company
         enforceable against the Company in accordance with its terms except (i)
         as limited by applicable bankruptcy, insolvency, reorganization,
         moratorium and other laws of general application affecting enforcement
         of creditors' rights generally and (ii) as limited by laws relating to
         the availability of specific performance, injunctive relief or other
         equitable remedies, and (iii) with respect to the indemnification
         provisions set forth in the Registration Rights Agreement, as limited
         by public policy.

                  (d)      No Conflicts. The execution, delivery and performance
         of the Transaction Documents by the Company and the consummation by the
         Company of the transactions contemplated thereby do not and will not
         (i) conflict with or violate any provision of the Company's or any
         Subsidiary's certificate or articles of incorporation, bylaws or other
         organizational or charter documents, or (ii) conflict with, or
         constitute a default (or an event that with notice or lapse of time or
         both would become a default) under, or give to others any rights of
         termination, amendment, acceleration or cancellation (with or without
         notice, lapse of time or both) of, any agreement, credit facility, debt
         or other instrument (evidencing a Company or Subsidiary debt or
         otherwise) or other understanding to which the Company or any
         Subsidiary is a party or by which any property or asset of the Company
         or any Subsidiary is bound or affected, or (iii) result in a violation
         of any law, rule, regulation, order, judgment, injunction, decree or
         other restriction of any court or governmental authority to which the
         Company or a Subsidiary is subject (including federal and state
         securities laws and regulations), or by which any property or asset of
         the Company or a Subsidiary is bound or affected; except in the case of
         each of clauses (ii) and (iii), such as would not have or reasonably be
         expected to result in a Material Adverse Effect.

                  (e)      Filings, Consents and Approvals. The Company is not
         required to obtain any consent, waiver, authorization or order of, give
         any notice to, or make any filing or registration with, any court or
         other federal, state, local or other governmental authority or other
         Person in connection with the execution, delivery and performance by
         the Company of the Transaction Documents, other than (a) the filing
         with the Commission of the Registration Statement, the application(s)
         to each Trading Market for the listing of the Shares and Warrant Shares
         for trading thereon in the time and manner required thereby, Form D and
         applicable Blue Sky filings and (b) such as have already been obtained
         or such exemptive filings as are required to be made under applicable
         securities laws.

                  (f)      Issuance of the Securities. The Securities are duly
         authorized and, when issued and paid for in accordance with the
         Transaction Documents, will be duly and validly issued, fully paid and
         nonassessable, free and clear of all Liens. The Company has reserved
         from its duly authorized capital stock the maximum number of shares of
         Common Stock issuable pursuant to this Agreement and the Warrants.

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                  (g)      Capitalization. The authorized and outstanding
         capitalization of the Company is as described in the Company's most
         recent periodic report filed with the Commission. The Company has not
         issued any capital stock since such filing other than pursuant to the
         exercise of employee stock options under the Company's stock option
         plans and pursuant to the conversion or exercise of Common Stock
         Equivalents outstanding on the date thereof. No Person has any right of
         first refusal, preemptive right, right of participation, or any similar
         right to participate in the transactions contemplated by the
         Transaction Documents. Except as a result of the purchase and sale of
         the Securities and except for employee and director stock options under
         the Company's stock option plans, there are no outstanding options,
         warrants, script rights to subscribe to, calls or commitments of any
         character whatsoever relating to, or securities, rights or obligations
         convertible into or exchangeable for, or giving any Person any right to
         subscribe for or acquire, any shares of Common Stock, or contracts,
         commitments, understandings or arrangements by which the Company or any
         Subsidiary is or may become bound to issue additional shares of Common
         Stock, or securities or rights convertible or exchangeable into shares
         of Common Stock. The issue and sale of the Securities will not obligate
         the Company to issue shares of Common Stock or other securities to any
         Person (other than the Purchasers) and will not result in a right of
         any holder of Company securities to adjust the exercise, conversion,
         exchange or reset price under such securities. All of the outstanding
         shares of capital stock of the Company are validly issued, fully paid
         and nonassessable, have been issued in compliance with all federal and
         state securities laws, and none of such outstanding shares was issued
         in violation of any preemptive rights or similar rights to subscribe
         for or purchase securities. No further approval or authorization of any
         stockholder, the Board of Directors of the Company or others is
         required for the issuance and sale of the Shares. Except as disclosed
         in the SEC Reports, there are no stockholders agreements, voting
         agreements or other similar agreements with respect to the Company's
         capital stock to which the Company is a party or, to the knowledge of
         the Company, between or among any of the Company's stockholders.

                  (h)      SEC Reports; Financial Statements. The Company has
         filed all reports required to be filed by it under the Securities Act
         and the Exchange Act, including pursuant to Section 13(a) or 15(d) of
         the Exchange Act, for the two years preceding the date hereof (or such
         shorter period as the Company was required by law to file such
         material) (the foregoing materials, including the exhibits thereto,
         being collectively referred to herein as the "SEC Reports" and,
         together with the Disclosure Schedules to this Agreement, the
         "Disclosure Materials") on a timely basis or has received a valid
         extension of such time of filing and has filed any such SEC Reports
         prior to the expiration of any such extension. As of their respective
         dates, the SEC Reports complied in all material respects with the
         requirements of the Securities Act and the Exchange Act and the rules
         and regulations of the Commission promulgated thereunder, as
         applicable, and none of the SEC Reports, when filed, contained any
         untrue statement of a material fact or omitted to state a material fact
         required to be stated therein or necessary in order to make the
         statements therein, in light of the circumstances under which they were
         made, not misleading. The financial statements of the Company included
         in the SEC Reports comply in all material respects with applicable
         accounting requirements and the rules and regulations of the Commission
         with respect thereto as in effect at the time of filing. Such financial
         statements have been prepared in accordance with generally

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         accepted accounting principles applied on a consistent basis during the
         periods involved ("GAAP"), except as may be otherwise specified in such
         financial statements or the notes thereto and except that unaudited
         financial statements may not contain all footnotes required by GAAP,
         and fairly present in all material respects the financial position of
         the Company and its consolidated subsidiaries as of and for the dates
         thereof and the results of operations and cash flows for the periods
         then ended, subject, in the case of unaudited statements, to normal,
         immaterial, year-end audit adjustments.

                  (i)      Material Changes. Since the date of the most recent
         quarterly report on Form 10-Q, except as disclosed in the SEC Reports,
         (i) there has been no event, occurrence or development that has had or
         that could reasonably be expected to result in a Material Adverse
         Effect, (ii) the Company has not incurred any liabilities (contingent
         or otherwise) other than (A) trade payables and accrued expenses
         incurred in the ordinary course of business consistent with past
         practice and (B) liabilities not required to be reflected in the
         Company's financial statements pursuant to GAAP or required to be
         disclosed in filings made with the Commission, (iii) the Company has
         not altered its method of accounting, (iv) the Company has not declared
         or made any dividend or distribution of cash or other property to its
         stockholders or purchased, redeemed or made any agreements to purchase
         or redeem any shares of its capital stock and (v) the Company has not
         issued any equity securities to any officer, director or Affiliate,
         except pursuant to existing Company stock option plans. The Company
         does not have pending before the Commission any request for
         confidential treatment of information.

                  (j)      Litigation. Except as disclosed in the SEC Reports,
         there is no action, suit, inquiry, notice of violation, proceeding or
         investigation pending or, to the knowledge of the Company, threatened
         against or affecting the Company, any Subsidiary or any of their
         respective properties before or by any court, arbitrator, governmental
         or administrative agency or regulatory authority (federal, state,
         county, local or foreign) (collectively, an "Action") which (i)
         adversely affects or challenges the legality, validity or
         enforceability of any of the Transaction Documents or the Securities or
         (ii) could, if there were an unfavorable decision, have or reasonably
         be expected to result in a Material Adverse Effect. Neither the Company
         nor any Subsidiary, nor, to the knowledge of the Company, any director
         or officer thereof, is or has been the subject of any Action involving
         a claim of violation of or liability under federal or state securities
         laws or a claim of breach of fiduciary duty. There has not been, and to
         the knowledge of the Company, there is not pending or contemplated, any
         investigation by the Commission involving the Company or any current or
         former director or officer of the Company. The Commission has not
         issued any stop order or other order suspending the effectiveness of
         any registration statement filed by the Company or any Subsidiary under
         the Exchange Act or the Securities Act.

                  (k)      Labor Relations. No material labor dispute exists or,
         to the knowledge of the Company, is imminent with respect to any of the
         employees of the Company which could reasonably be expected to result
         in a Material Adverse Effect.

                  (l)      Compliance. Except as disclosed in the SEC Reports,
         neither the Company nor any Subsidiary (i) is in default under or in
         violation of (and no event has occurred that has not been waived that,
         with notice or lapse of time or both, would result

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         in a default by the Company or any Subsidiary under), nor has the
         Company or any Subsidiary received notice of a claim that it is in
         default under or that it is in violation of, any indenture, loan or
         credit agreement or any other agreement or instrument to which it is a
         party or by which it or any of its properties is bound (whether or not
         such default or violation has been waived), (ii) is in violation of any
         order of any court, arbitrator or governmental body, or (iii) is or has
         been in violation of any statute, rule or regulation of any
         governmental authority, including without limitation all foreign,
         federal, state and local laws applicable to its business, except in the
         case of clauses (i), (ii) and (iii) as would not have or reasonably be
         expected to result in a Material Adverse Effect.

                  (m)      Regulatory Permits. The Company and the Subsidiaries
         possess all certificates, authorizations and permits issued by the
         appropriate federal, state, local or foreign regulatory authorities
         necessary to conduct their respective businesses as currently conducted
         and as described in the SEC Reports, except where the failure to
         possess such permits would not have or reasonably be expected to result
         in a Material Adverse Effect ("Material Permits"), and neither the
         Company nor any Subsidiary has received any notice of proceedings
         relating to the revocation or modification of any Material Permit.

                  (n)      Title to Assets. The Company and the Subsidiaries
         have good and marketable title in fee simple to all real property owned
         by them that is material to the business of the Company and the
         Subsidiaries, taken as a whole, and good and marketable title in all
         personal property owned by them that is material to the business of the
         Company and the Subsidiaries, taken as a whole, in each case free and
         clear of all Liens, except for Liens as do not materially affect the
         value of such property and do not materially interfere with the use
         made and proposed to be made of such property by the Company and the
         Subsidiaries and Liens for the payment of federal, state or other
         taxes, the payment of which is neither delinquent nor subject to
         penalties. Any real property and facilities held under lease by the
         Company and the Subsidiaries are held by them under valid, subsisting
         and enforceable leases with which the Company and the Subsidiaries are
         in material compliance.

                  (o)      Patents and Trademarks. To the knowledge of the
         Company and each Subsidiary, the Company and the Subsidiaries have, or
         have rights to use, all patents, patent applications, trademarks,
         trademark applications, service marks, trade names, copyrights,
         licenses and other similar rights that are necessary or material for
         use in connection with their respective businesses as described in the
         SEC Reports and which the failure to so have could have or reasonably
         be expected to result in a Material Adverse Effect (collectively, the
         "Intellectual Property Rights"). Neither the Company nor any Subsidiary
         has received a written notice that the Intellectual Property Rights
         used by the Company or any Subsidiary violates or infringes the rights
         of any Person. To the knowledge of the Company, all such Intellectual
         Property Rights are enforceable.

                  (p)      Insurance. The Company and the Subsidiaries are
         insured by insurers of recognized financial responsibility against such
         losses and risks and in such amounts as are prudent and customary in
         the businesses in which the Company and the Subsidiaries are engaged.
         Neither the Company nor any Subsidiary has any reason to believe that
         it will not be able to renew its existing insurance coverage as and
         when such coverage

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         expires or to obtain similar coverage from similar insurers as may be
         necessary to continue its business without a significant increase in
         cost.

                  (q)      Transactions With Affiliates and Employees. Except as
         set forth in the SEC Reports, none of the officers or directors of the
         Company and, to the knowledge of the Company, none of the employees of
         the Company is presently a party to any transaction with the Company or
         any Subsidiary (other than for services as employees, officers and
         directors), including any contract, agreement or other arrangement
         providing for the furnishing of services to or by, providing for rental
         of real or personal property to or from, or otherwise requiring
         payments to or from any officer, director or such employee or, to the
         knowledge of the Company, any entity in which any officer, director, or
         any such employee has a substantial interest or is an officer,
         director, trustee or partner, in each case in excess of $60,000 other
         than (a) for payment of salary or consulting fees for services
         rendered, (b) reimbursement for expenses incurred on behalf of the
         Company and (c) for other employee benefits, including stock option
         agreements under any stock option plan of the Company.

                  (r)      Sarbanes-Oxley; Internal Accounting Controls. The
         Company is in material compliance with all provisions of the
         Sarbanes-Oxley Act of 2002 which are applicable to it as of the Closing
         Date. The Company and the Subsidiaries maintain a system of internal
         accounting controls sufficient to provide reasonable assurance that (i)
         transactions are executed in accordance with management's general or
         specific authorizations, (ii) transactions are recorded as necessary to
         permit preparation of financial statements in conformity with GAAP and
         to maintain asset accountability, (iii) access to assets is permitted
         only in accordance with management's general or specific authorization,
         and (iv) the recorded accountability for assets is compared with the
         existing assets at reasonable intervals and appropriate action is taken
         with respect to any differences. The Company has established disclosure
         controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
         15d-15(e)) for the Company and designed such disclosure controls and
         procedures to ensure that material information relating to the Company,
         including its subsidiaries, is made known to the certifying officers by
         others within those entities, particularly during the period in which
         the Company's most recently filed periodic report under the Exchange
         Act, as the case may be, is being prepared. The Company's certifying
         officers have evaluated the effectiveness of the Company's controls and
         procedures as of the date prior to the filing date of the most recently
         filed periodic report under the Exchange Act (such date, the
         "Evaluation Date"). The Company presented in its most recently filed
         periodic report under the Exchange Act the conclusions of the
         certifying officers about the effectiveness of the disclosure controls
         and procedures based on their evaluations as of the Evaluation Date.
         Since the Evaluation Date, there have been no significant changes in
         the Company's internal controls (as such term is defined in Item 307(b)
         of Regulation S-K under the Exchange Act) or, to the Company's
         knowledge, in other factors that could significantly affect the
         Company's internal controls.

                  (s)      Certain Fees. Except for fees payable to Rodman &
         Renshaw, Inc., no brokerage or finder's fees or commissions are or will
         be payable by the Company to any broker, financial advisor or
         consultant, finder, placement agent, investment banker, bank or other
         Person with respect to the transactions contemplated by this Agreement.
         The

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         Purchasers shall have no obligation with respect to any fees or with
         respect to any claims made by or on behalf of other Persons for fees of
         a type contemplated in this Section that may be due in connection with
         the transactions contemplated by this Agreement.

                  (t)      Private Placement. Assuming the accuracy of the
         Purchasers representations and warranties set forth in Section 3.2, no
         registration under the Securities Act is required for the offer and
         sale of the Securities by the Company to the Purchasers as contemplated
         hereby. The issuance and sale of the Securities hereunder does not
         contravene the rules and regulations of the Trading Market.

                  (u)      Investment Company. The Company is not, and is not an
         Affiliate of, an "investment company" within the meaning of the
         Investment Company Act of 1940, as amended.

                  (v)      Registration Rights. No Person has any right to cause
         the Company to effect the registration under the Securities Act of any
         securities of the Company.

                  (w)      Form S-3 Eligibility. The Company is eligible to
         register the resale of its Common Stock by the Purchasers under Form
         S-3 promulgated under the Securities Act.

                  (x)      Listing and Maintenance Requirements. The Company's
         Common Stock is registered pursuant to Section 12(g) of the Exchange
         Act, and the Company has taken no action designed to, or which to its
         knowledge is likely to have the effect of, terminating the registration
         of the Common Stock under the Exchange Act nor has the Company received
         any notification that the Commission is contemplating terminating such
         registration. Except as set forth in the SEC Reports, the Company has
         not, in the 12 months preceding the date hereof, received notice from
         any Trading Market on which the Common Stock is or has been listed or
         quoted to the effect that the Company is not in compliance with the
         listing or maintenance requirements of such Trading Market. The Company
         is, and has no reason to believe that it will not in the foreseeable
         future continue to be, in compliance with all such listing and
         maintenance requirements.

                  (y)      Application of Takeover Protections. The Company and
         its Board of Directors have taken all necessary action, if any, in
         order to render inapplicable any control share acquisition, business
         combination, poison pill (including any distribution under a rights
         agreement) or other similar anti-takeover provision under the Company's
         Certificate of Incorporation (or similar charter documents) or the laws
         of its state of incorporation that is or could become applicable to the
         Purchasers as a result of the Purchasers and the Company fulfilling
         their obligations or exercising their rights under the Transaction
         Documents, including without limitation the Company's issuance of the
         Securities and the Purchasers' ownership of the Securities.

                  (z)      Disclosure. The Company confirms that, neither the
         Company nor any other Person acting on its behalf has provided any of
         the Purchasers or their agents or counsel with any information that
         constitutes or might constitute material, non-public information. The
         Company understands and confirms that the Purchasers will rely on the
         foregoing representations and covenants in effecting transactions in
         securities of the Company. All disclosure provided to the Purchasers
         regarding the Company, its business and the transactions contemplated
         hereby, including the Disclosure Schedules to this

                                       11
<PAGE>

         Agreement, furnished by or on behalf of the Company are true and
         correct 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 made therein, in light of the circumstances under which they
         were made, not misleading.

                  (aa)     No Integrated Offering. Relying in part on the
         representations of the Purchasers set forth in Section 3.2(j), neither
         the Company, nor any of its affiliates, nor any Person acting on its or
         their behalf (provided, that the Company makes no representation with
         respect to the actions of Rodman & Renshaw, Inc.) has, directly or
         indirectly, made any offers or sales of any security or solicited any
         offers to buy any security, under circumstances that would cause this
         offering of the Securities to be integrated with prior offerings by the
         Company for purposes of the Securities Act or any applicable
         shareholder approval provisions, including, without limitation, under
         the rules and regulations of any exchange or automated quotation system
         on which any of the securities of the Company are listed or designated.

                  (bb)     Solvency. Based on the financial condition of the
         Company as of the Closing Date, (i) the Company's fair saleable value
         of its assets exceeds the amount that will be required to be paid on or
         in respect of the Company's existing debts and other liabilities
         (including known contingent liabilities) as they mature; (ii) the
         Company's assets do not constitute unreasonably small capital to carry
         on its business for the current fiscal year as now conducted and as
         proposed to be conducted including its capital needs taking into
         account the particular capital requirements of the business conducted
         by the Company, and projected capital requirements and capital
         availability thereof, and including the anticipated proceeds of the
         sale of the Securities; and (iii) the current cash flow of the Company,
         together with the proceeds the Company would receive, were it to
         liquidate all of its assets, after taking into account all anticipated
         uses of the cash, would be sufficient to pay all amounts on or in
         respect of its debt when such amounts are required to be paid. The
         Company does not intend to incur debts beyond its ability to pay such
         debts as they mature (taking into account the timing and amounts of
         cash to be payable on or in respect of its debt).

                  (cc)     Taxes. Except for matters that would not,
         individually or in the aggregate, have or reasonably be expected to
         result in a Material Adverse Effect, the Company and each Subsidiary
         has filed all necessary federal, state and foreign income and franchise
         tax returns and has paid or accrued all taxes shown as due thereon, and
         the Company has no knowledge of a tax deficiency which has been
         asserted or threatened against the Company or any Subsidiary.

                  (dd)     Acknowledgment Regarding Purchasers' Purchase of
         Shares. The Company acknowledges and agrees that each of the Purchasers
         is acting solely in the capacity of an arm's length purchaser with
         respect to the Transaction Documents and the transactions contemplated
         hereby. The Company further acknowledges that no Purchaser is acting as
         a financial advisor or fiduciary of the Company (or in any similar
         capacity) with respect to this Agreement and the transactions
         contemplated hereby and any advice given by any Purchaser or any of
         their respective representatives or agents in connection with this
         Agreement and the transactions contemplated hereby is merely incidental
         to the Purchasers' purchase of the Shares. The Company further
         represents to each Purchaser

                                       12
<PAGE>

         that the Company's decision to enter into this Agreement has been based
         solely on the independent evaluation of the transactions contemplated
         hereby by the Company and its representatives.

         3.2 Representations and Warranties of the Purchasers. Each Purchaser
hereby, for itself and for no other Purchaser, represents and warrants as of the
date hereof and as of the Closing Date to the Company as follows:

                  (a)      Organization; Authority. Such Purchaser is an entity
         duly organized, validly existing and in good standing under the laws of
         the jurisdiction of its organization with full right, corporate,
         limited liability company or partnership power and authority to enter
         into and to consummate the transactions contemplated by the Transaction
         Documents and otherwise to carry out its obligations thereunder. The
         execution, delivery and performance by such Purchaser of the
         transactions contemplated by this Agreement has been duly authorized by
         all necessary corporate or similar action on the part of such
         Purchaser. Each Transaction Document to which it is a party has been
         duly executed by such Purchaser, and when delivered by such Purchaser
         in accordance with the terms hereof, will constitute the valid and
         legally binding obligation of such Purchaser, enforceable against it in
         accordance with its terms, except (i) as limited by general equitable
         principles and applicable bankruptcy, insolvency, reorganization,
         moratorium and other laws of general application affecting enforcement
         of creditors' rights generally, (ii) as limited by laws relating to the
         availability of specific performance, injunctive relief or other
         equitable remedies and (iii) insofar as indemnification and
         contribution provisions may be limited by applicable law.

                  (b)      General Solicitation. Such Purchaser is not
         purchasing the Securities as a result of any advertisement, article,
         notice or other communication regarding the Securities published in any
         newspaper, magazine or similar media or broadcast over television or
         radio or presented at any seminar or any other general solicitation or
         general advertisement.

                  (c)      No Public Sale or Distribution. Such Purchaser is (i)
         acquiring the Shares and (ii) upon exercise of the Warrants will
         acquire the Warrant Shares, for its own account and not with a view
         towards, or for resale in connection with, the public sale or
         distribution thereof, except pursuant to sales registered or exempted
         under the Securities Act; provided, however, that by making the
         representations herein, such Purchaser does not agree to hold any of
         the Securities for any minimum or other specific term and reserves the
         right to dispose of the Securities at any time in accordance with or
         pursuant to a registration statement or an exemption under the
         Securities Act. Such Purchaser is acquiring the Securities hereunder in
         the ordinary course of its business. Such Purchaser does not have any
         agreement or understanding, directly or indirectly, with any Person to
         distribute any of the Securities.

                  (d)      Accredited Investor Status. Such Purchaser is an
         "accredited investor" as that term is defined in Rule 501(a) of
         Regulation D. Such Purchaser is not required to be registered as a
         broker-dealer under Section 15 of the Exchange Act.

                                       13
<PAGE>

                  (e)      Reliance on Exemptions. Such Purchaser understands
         that the Shares and Warrants are being offered and sold to it in
         reliance on specific exemptions from the registration requirements of
         United States federal and state securities laws and that the Company is
         relying in part upon the truth and accuracy of, and such Purchaser's
         compliance with, the representations, warranties, agreements,
         acknowledgments and understandings of such Purchaser set forth herein
         in order to determine the availability of such exemptions and the
         eligibility of such Purchaser to acquire the Common Stock and Warrants.

                  (f)      Information. Such Purchaser and its advisors, if any,
         have been furnished with all publicly available materials relating to
         the business, finances and operations of the Company and such other
         publicly available materials relating to the offer and sale of the
         Shares and Warrants as have been requested by such Purchaser. Such
         Purchaser and its advisors, if any, have been afforded the opportunity
         to ask questions of the Company. Neither such inquiries nor any other
         due diligence investigations conducted by such Purchaser or its
         advisors, if any, or its representatives shall modify, amend or affect
         such Purchaser's right to rely on the Company's representations and
         warranties contained herein. Such Purchaser understands that its
         investment in the Shares and Warrants involves a high degree of risk.
         Such Purchaser has sought such accounting, legal and tax advice as it
         has considered necessary to make an informed investment decision with
         respect to its acquisition of the Shares and Warrants.

                  (g)      No Governmental Review. Such Purchaser understands
         that no United States federal or state agency or any other government
         or governmental agency has passed on or made any recommendation or
         endorsement of the Shares and Warrants or the fairness or suitability
         of the investment in the Shares and Warrants nor have such authorities
         passed upon or endorsed the merits of the offering of the Shares and
         Warrants.

                  (h)      Experience of Such Purchaser. Such Purchaser, either
         alone or together with its representatives, has such knowledge,
         sophistication and experience in business and financial matters,
         including investing in biotechnology companies, so as to be capable of
         evaluating the merits and risks of the prospective investment in the
         Shares and Warrants, and has so evaluated the merits and risks of such
         investment. Such Purchaser is able to bear the economic risk of an
         investment in the Shares and Warrants and, at the present time, is able
         to afford a complete loss of such investment.

                  (i)      Tax Liability. Such Purchaser has reviewed with its
         own tax advisors the federal, state, local and foreign tax consequences
         of this investment and the transactions contemplated by the Transaction
         Documents. With respect to such matters, such Purchaser relies solely
         on such advisors and not on any statements or representations of the
         Company or any of its agents other than the representations and
         warranties set forth herein. Such Purchaser understands that it (and
         not the Company) shall be responsible for its own tax liability that
         may arise as a result of this investment or the transactions
         contemplated by this Agreement.

                                       14
<PAGE>

                                  ARTICLE IV.
                         OTHER AGREEMENTS OF THE PARTIES

         4.1 Transfer Restrictions.

                  (a)     The Securities may only be disposed of in compliance
         with state and federal securities laws. In connection with any transfer
         of Securities other than pursuant to an effective registration
         statement or Rule 144, to the Company, to an Affiliate of a Purchaser
         or in connection with a pledge as contemplated in Section 4.1(b), the
         Company may require the transferor thereof to provide to the Company an
         opinion of counsel selected by the transferor, the form and substance
         of which opinion shall be reasonably satisfactory to the Company, to
         the effect that such transfer does not require registration of such
         transferred Securities under the Securities Act. As a condition of
         transfer, any such transferee shall agree in writing to be bound by the
         terms of this Agreement and shall have the rights of a Purchaser under
         this Agreement and the Registration Rights Agreement.

                  (b)      The Purchasers agree to the imprinting, so long as is
         required by this Section 4.1(b), of a legend on any of the Securities
         in the following form:

                  THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES
                  AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY
                  STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
                  THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
                  AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
                  TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
                  ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
                  TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
                  THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
                  SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO
                  THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE
                  REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES MAY BE
                  PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A
                  REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL
                  INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN
                  RULE 501(a) UNDER THE SECURITIES ACT.

                  The Company acknowledges and agrees that a Purchaser may from
         time to time pledge pursuant to a bona fide margin agreement with a
         registered broker-dealer or grant a security interest in some or all of
         the Securities to a financial institution that is an "accredited
         investor" as defined in Rule 501(a) under the Securities Act and, if
         required under the terms of such arrangement, such Purchaser may
         transfer pledged or secured Securities to the pledgees or secured
         parties. Such a pledge or transfer would not be subject to approval of
         the Company and no legal opinion of legal counsel of the pledgee,
         secured party or pledgor shall be required in connection therewith.
         Further, no notice shall be required of such pledge. At the appropriate
         Purchaser's expense, the Company will execute and deliver such
         reasonable documentation as a pledgee or secured party of Securities
         may reasonably request in connection with a pledge or transfer of the

                                       15
<PAGE>

         Securities, including the preparation and filing of any required
         prospectus supplement under Rule 424(b)(3) under the Securities Act or
         other applicable provision of the Securities Act to appropriately amend
         the list of Selling Stockholders thereunder.

                  (c)      Certificates evidencing the Shares and Warrant Shares
         shall not contain any legend (including the legend set forth in Section
         4.1(b)), (i) while a registration statement (including the Registration
         Statement) covering the resale of such security is effective under the
         Securities Act, or (ii) following any sale of such Shares or Warrant
         Shares pursuant to Rule 144, or (iii) if such Shares or Warrant Shares
         are eligible for sale under Rule 144(k), or (iv) if such legend is not
         required under applicable requirements of the Securities Act (including
         judicial interpretations and pronouncements issued by the Staff of the
         Commission). The Company shall cause its counsel to issue a legal
         opinion to the Company's transfer agent promptly after the Effective
         Date if required by the Company's transfer agent to effect the removal
         of the legend hereunder. If all or any portion of a Warrant is
         exercised at a time when there is an effective registration statement
         to cover the resale of the Warrant Shares, such Warrant Shares shall be
         issued free of all legends. The Company agrees that following the
         Effective Date or at such time as such legend is no longer required
         under this Section 4.1(c), it will, no later than three Trading Days
         following the delivery by a Purchaser to the Company or the Company's
         transfer agent of a certificate representing Shares or Warrant Shares,
         as the case may be, issued with a restrictive legend (such date, the
         "Legend Removal Date", deliver or cause to be delivered to such
         Purchaser a certificate representing such Securities that is free from
         all restrictive and other legends. The Company may not make any
         notation on its records or give instructions to any transfer agent of
         the Company that enlarge the restrictions on transfer set forth in this
         Section.

                  (d)      In addition to such Purchaser's other available
         remedies, the Company shall pay to a Purchaser, in cash, as partial
         liquidated damages and not as a penalty, for each $1,000 of Shares or
         Warrant Shares (based on the Closing Price of the Common Stock on the
         date such Securities are submitted to the Company's transfer agent)
         subject to Section 4.1(c), $10 per Trading Day (increasing to $20 per
         Trading Day five (5) Trading Days after such damages have begun to
         accrue) for each Trading Day after the Legend Removal Date until such
         certificate is delivered. Nothing herein shall limit such Purchaser's
         right to pursue actual damages for the Company's failure to deliver
         certificates representing any Securities as required by the Transaction
         Documents, and such Purchaser shall have the right to pursue all
         remedies available to it at law or in equity including, without
         limitation, a decree of specific performance and/or injunctive relief.

                  (e)      Each Purchaser, severally and not jointly with the
         other Purchasers, agrees that the removal of the restrictive legend
         from certificates representing Securities as set forth in this Section
         4.1 is predicated upon the Company's reliance on, and the Purchaser's
         agreement that, and each Purchaser hereby agrees that, the Purchaser
         will not sell any Securities except pursuant to either the registration
         requirements of the Securities Act, including any applicable prospectus
         delivery requirements, or an exemption therefrom.

                                       16
<PAGE>

         4.2 Furnishing of Information. As long as any Purchaser owns
Securities, the Company covenants to timely file (or obtain extensions in
respect thereof and file within the applicable grace period) all reports
required to be filed by the Company after the date hereof pursuant to the
Exchange Act. Upon the request of any such holder of Securities, the Company
shall deliver to such holder a written certification of a duly authorized
officer as to whether it has complied with the preceding sentence. As long as
any Purchaser owns Securities, if the Company is not required to file reports
pursuant to the Exchange Act, it will prepare and furnish to the Purchasers and
make publicly available in accordance with Rule 144(c) such information as is
required for the Purchasers to sell the Securities under Rule 144. The Company
further covenants that it will take such further action as any holder of
Securities may reasonably request, all to the extent required from time to time
to enable such Person to sell such Securities without registration under the
Securities Act within the limitation of the exemptions provided by Rule 144.

         4.3 Integration. The Company shall not sell, offer for sale or solicit
offers to buy or otherwise negotiate in respect of any security (as defined in
Section 2 of the Securities Act) that would be integrated with the offer or sale
of the Securities in a manner that would require the registration under the
Securities Act of the sale of the Securities to the Purchasers or that would be
integrated with the offer or sale of the Securities for purposes of the rules
and regulations of any Trading Market such that it would required shareholder
approval prior to the closing of such other transaction unless shareholder
approval is obtained before the closing of such subsequent transaction.

         4.4 Limitation on Future Financing. From the date hereof until the
earlier of 120 calendar days after the Closing Date or 15 calendar days after
the Effective Date, the Company shall not effect a financing of its Common Stock
or Common Stock Equivalents (a "Subsequent Financing"). Further, the Company
shall not file any registration statement with respect to any Subsequent
Financing prior to 15 calendar days after the Effective Date. Notwithstanding
anything to the contrary herein, this Section 4.4 shall not apply to the
following: (a) the granting of options to employees, officers and directors of
the Company pursuant to any stock option plan duly adopted by a majority of the
non-employee members of the Board of Directors of the Company or a majority of
the members of a committee of non-employee directors established for such
purpose (and the exercise of such options), or (b) the exercise of any security
issued by the Company in connection with the offer and sale of the Company's
securities pursuant to this Agreement, or (c) the exercise of or conversion of
any convertible securities, options or warrants issued and outstanding on the
date hereof, provided such securities have not been amended since the date
hereof, or (d) acquisitions or strategic investments, the primary purpose of
which is not to raise capital.

         4.5 Securities Laws Disclosure; Publicity. The Company shall, by 8:30
a.m. Eastern time on the Business Day following the date hereof, file a Current
Report on Form 8-K, disclosing the transactions contemplated hereby and make
such other filings and notices in the manner and time required by the
Commission. The Company and each Purchaser shall consult with each other in
issuing any press releases with respect to the transactions contemplated hereby,
and neither the Company nor any Purchaser shall issue any such press release or
otherwise make any such public statement without the prior consent of the
Company, with respect to any press release of any Purchaser, or without the
prior consent of each Purchaser, with respect to any press release of the
Company, which consent shall not unreasonably be withheld or delayed, except if
such

                                       17
<PAGE>

disclosure is required by law, in which case the disclosing party shall promptly
provide the other party with prior notice of such public statement or
communication. Notwithstanding the foregoing, the Company shall not publicly
disclose the name of any Purchaser, or include the name of any Purchaser in any
filing with the Commission or any regulatory agency or Trading Market, without
the prior written consent of such Purchaser, except (i) as required by federal
securities law in connection with the registration statement contemplated by the
Registration Rights Agreement and (ii) to the extent such disclosure is required
by law or Trading Market regulations, in which case the Company shall provide
the Purchasers with prior notice of such disclosure permitted under subclause
(i) or (ii).

         4.6 Shareholders Rights Plan. No claim will be made or enforced by the
Company or any other Person that any Purchaser is an "Acquiring Person" under
any shareholders rights plan or similar plan or arrangement in effect or
hereafter adopted by the Company, or that any Purchaser could be deemed to
trigger the provisions of any such plan or arrangement, by virtue of receiving
Securities under the Transaction Documents or under any other agreement between
the Company and the Purchasers.

         4.7 Non-Public Information. The Company covenants and agrees that
neither it nor any other Person acting on its behalf will provide any Purchaser
or its agents or counsel with any information that the Company believes
constitutes material non-public information, unless prior thereto such Purchaser
shall have executed a written agreement regarding the confidentiality and use of
such information. The Company understands and confirms that each Purchaser shall
be relying on the foregoing representations in effecting transactions in
securities of the Company.

         4.8 Use of Proceeds. Except as set forth on Schedule 4.8 attached
hereto, the Company shall use the net proceeds from the sale of the Securities
hereunder for working capital purposes and not for the satisfaction of any
portion of the Company's debt (other than payment of trade payables in the
ordinary course of the Company's business and prior practices), to redeem any
Company equity or equity-equivalent securities or to settle any outstanding
litigation.

         4.9 [Intentionally Omitted]

         4.10 Indemnification of Purchasers. The Company will indemnify and hold
the Purchasers and their Affiliates, directors, officers, shareholders,
partners, employees, controlling persons and agents (each, a "Purchaser Party")
harmless from any and all losses, liabilities, obligations, claims,
contingencies, damages, costs and expenses, including all judgments, amounts
paid in settlements, court costs and reasonable attorneys' fees and costs of
investigation that any such Purchaser Party may suffer or incur as a result of
or relating to: (a) any misrepresentation, breach or inaccuracy, or any
allegation by a third party that, if true, would constitute a breach or
inaccuracy, of any of the representations, warranties, covenants or agreements
made by the Company in this Agreement or in the other Transaction Documents; or
(b) any cause of action, suit or claim brought or made against such Purchaser
Party by any Person and arising solely out of or solely resulting from the
execution, delivery, performance or enforcement of this Agreement or any of the
other Transaction Documents, including without limitation by the purchase of the
Securities, and without causation by any other activity, obligation, condition
or liability pertaining to such Purchaser. The Company will reimburse such
Purchaser for its reasonable legal and other expenses (including the cost of any
investigation, preparation and travel in connection therewith) incurred in
connection therewith, as such

                                       18
<PAGE>

expenses are incurred. The Company also agrees that neither the Purchasers nor
any such Affiliates, partners, directors, agents, employees or controlling
persons shall have any liability to the Company or any Person asserting claims
on behalf of or in right of the Company solely as a result of acquiring the
Securities under this Agreement.

         4.11 Reservation of Common Stock. As of the date hereof, the Company
has reserved and the Company shall continue to reserve and keep available at all
times, free of preemptive rights, a sufficient number of shares of Common Stock
for the purpose of enabling the Company to issue Shares pursuant to this
Agreement and Warrant Shares pursuant to the Warrants.

         4.12 Listing of Common Stock. The Company hereby agrees to use
commercially reasonable efforts to maintain the listing of the Common Stock on
the Trading Market, and as soon as reasonably practicable following the Closing
(but not later than the earlier of the Effective Date and the first anniversary
of the Closing Date) to list the applicable Shares and Warrant Shares on the
Trading Market. The Company further agrees, if the Company applies to have the
Common Stock traded on any other Trading Market, it will include in such
application the Shares and the Warrant Shares, and will take such other action
as is necessary or desirable in the opinion of the Purchasers to cause the
Shares and Warrant Shares to be listed on such other Trading Market as promptly
as possible. The Company will take all action reasonably necessary to continue
the listing and trading of its Common Stock on a Trading Market and will comply
in all respects with the Company's reporting, filing and other obligations under
the bylaws or rules of the Trading Market.

         4.13 Equal Treatment of Purchasers. No consideration shall be offered
or paid to any person to amend or consent to a waiver or modification of any
provision of any of the Transaction Documents unless the same consideration is
also offered to all of the parties to the Transaction Documents. For
clarification purposes, this provision constitutes a separate right granted to
each Purchaser by the Company and negotiated separately by each Purchaser, and
is intended to treat for the Company the Purchasers as a class and shall not in
any way be construed as the Purchasers acting in concert or as a group with
respect to the purchase, disposition or voting of Securities or otherwise.

         4.14 Short Selling. Each Purchaser understands and acknowledges that
the SEC currently takes the position that coverage of short sales of shares of
the Common Stock "against the box" prior to the Effective Date of the
Registration Statement with the Shares purchased hereunder is a violation of
Section 5 of the Securities Act, as set forth in Item 65, Section 5 under
Section A, of the Manual of Publicly Available Telephone Interpretations, dated
July 1997, compiled by the Office of Chief Counsel, Division of Corporation
Finance. Accordingly, each Purchaser hereby agrees not to use any of the Shares
to cover any short sales made prior to the Effective Date.

                                   ARTICLE V.
                                  MISCELLANEOUS

         5.1 Fees and Expenses. Each party shall pay the fees and expenses of
its advisers, counsel, accountants and other experts, if any, and all other
expenses incurred by such party incident to the negotiation, preparation,
execution, delivery and performance of this Agreement. The Company shall pay all
stamp and other taxes and duties levied in connection with the sale of the
Securities.

                                       19
<PAGE>

         5.2 Entire Agreement. The Transaction Documents, together with the
exhibits and schedules thereto, contain the entire understanding of the parties
with respect to the subject matter hereof and supersede all prior agreements and
understandings, oral or written, with respect to such matters, which the parties
acknowledge have been merged into such documents, exhibits and schedules.

         5.3 Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of (a) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile number
specified on the signature pages attached hereto prior to 6:30 p.m. (New York
City time) on a Trading Day, (b) the next Trading Day after the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile number on the signature pages attached hereto on a day that is not a
Trading Day or later than 6:30 p.m. (New York City time) on any Trading Day, (c)
the Trading Day following the date of mailing, if sent by U.S. nationally
recognized overnight courier service, or (d) upon actual receipt by the party to
whom such notice is required to be given. The address for such notices and
communications shall be as set forth on the signature pages attached hereto.

         5.4 Amendments; Waivers. No provision of this Agreement may be waived
or amended except in a written instrument signed, in the case of an amendment,
by the Company and each Purchaser or, in the case of a waiver, by the party
against whom enforcement of any such waiver is sought. No waiver of any default
with respect to any provision, condition or requirement of this Agreement shall
be deemed to be a continuing waiver in the future or a waiver of any subsequent
default or a waiver of any other provision, condition or requirement hereof, nor
shall any delay or omission of either party to exercise any right hereunder in
any manner impair the exercise of any such right.

         5.5 Construction. The headings herein are for convenience only, do not
constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof. The language used in this Agreement will be deemed
to be the language chosen by the parties to express their mutual intent, and no
rules of strict construction will be applied against any party.

         5.6 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties and their successors and permitted assigns.
The Company may not assign this Agreement or any rights or obligations hereunder
without the prior written consent of each Purchaser. Any Purchaser may assign
any or all of its rights under this Agreement to any Person, provided such
transferee agrees in writing to be bound, with respect to the transferred
Securities, by the provisions hereof that apply to the "Purchasers".

         5.7 No Third-Party Beneficiaries. This Agreement is intended for the
benefit of the parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced
by, any other Person, except as otherwise set forth in Section 4.10.

         5.8 Governing Law. All questions concerning the construction, validity,
enforcement and interpretation of the Transaction Documents shall be governed by
and construed and enforced in accordance with the internal laws of the State of
New York, without regard to the principles of conflicts of law thereof. Each
party agrees that all legal proceedings concerning the

                                       20
<PAGE>

interpretations, enforcement and defense of the transactions contemplated by
this Agreement and any other Transaction Documents (whether brought against a
party hereto or its respective affiliates, directors, officers, shareholders,
employees or agents) shall be commenced exclusively in the state and federal
courts sitting in the City of New York. Each party hereto hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in
the City of New York, New York for the adjudication of any dispute hereunder or
in connection herewith or with any transaction contemplated hereby or discussed
herein (including with respect to the enforcement of any of the Transaction
Documents), and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is
improper. Each party hereto hereby irrevocably waives personal service of
process and consents to process being served in any such suit, action or
proceeding by delivering a copy thereof via overnight delivery (with evidence of
delivery) to such party at the address in effect for notices to it under this
Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.
The parties hereby waive all rights to a trial by jury. Each party hereto
(including its affiliates, agents, officers, directors and employees) hereby
irrevocably waives, to the fullest extent permitted by applicable law, any and
all right to trial by jury in any legal proceeding arising out of or relating to
this Agreement or the transactions contemplated hereby. If either party shall
commence an action or proceeding to enforce any provisions of a Transaction
Document, then the prevailing party in such action or proceeding shall be
reimbursed by the other party for its attorneys fees and other costs and
expenses incurred with the investigation, preparation and prosecution of such
action or proceeding.

         5.9 Survival. The representations, warranties, agreements and covenants
contained herein shall survive the Closing and delivery of the Shares.

         5.10 Execution. This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile signature page
were an original thereof.

         5.11 Severability. If any provision of this Agreement is held to be
invalid or unenforceable in any respect, the validity and enforceability of the
remaining terms and provisions of this Agreement shall not in any way be
affected or impaired thereby and the parties will attempt to agree upon a valid
and enforceable provision that is a reasonable substitute therefor, and upon so
agreeing, shall incorporate such substitute provision in this Agreement.

         5.12 Replacement of Securities. If any certificate or instrument
evidencing any Securities is mutilated, lost, stolen or destroyed, the Company
shall issue or cause to be issued in exchange and substitution for and upon
cancellation thereof, or in lieu of and substitution therefor, a new certificate
or instrument, but only upon receipt of evidence reasonably satisfactory to the
Company of such loss, theft or destruction and customary and reasonable
indemnity, if requested. The applicants for a new certificate or instrument
under such

                                       21
<PAGE>

circumstances shall also pay any reasonable third-party costs associated with
the issuance of such replacement Securities.

         5.13 Remedies. In addition to being entitled to exercise all rights
provided herein or granted by law, including recovery of damages, each of the
Purchasers and the Company will be entitled to specific performance under the
Transaction Documents. The parties agree that monetary damages may not be
adequate compensation for any loss incurred by reason of any breach of
obligations described in the foregoing sentence and hereby agrees to waive in
any action for specific performance of any such obligation the defense that a
remedy at law would be adequate.

         5.14 Payment Set Aside. To the extent that the Company makes a payment
or payments to any Purchaser pursuant to any Transaction Document or a Purchaser
enforces or exercises its rights thereunder, and such payment or payments or the
proceeds of such enforcement or exercise or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside, recovered
from, disgorged by or are required to be refunded, repaid or otherwise restored
to the Company, a trustee, receiver or any other person under any law
(including, without limitation, any bankruptcy law, state or federal law, common
law or equitable cause of action), then to the extent of any such restoration
the obligation or part thereof originally intended to be satisfied shall, to the
extent permissible under applicable law, be revived and continued in full force
and effect as if such payment had not been made or such enforcement or setoff
had not occurred.

         5.15 Independent Nature of Purchasers' Obligations and Rights. The
obligations of each Purchaser under any Transaction Document are several and not
joint with the obligations of any other Purchaser, and no Purchaser shall be
responsible in any way for the performance of the obligations of any other
Purchaser under any Transaction Document. Nothing contained herein or in any
Transaction Document, and no action taken by any Purchaser pursuant thereto,
shall be deemed to constitute the Purchasers as a partnership, an association, a
joint venture or any other kind of entity, or create a presumption that the
Purchasers are in any way acting in concert or as a group with respect to such
obligations or the transactions contemplated by the Transaction Document. Each
Purchaser shall be entitled to independently protect and enforce its rights,
including without limitation, the rights arising out of this Agreement or out of
the other Transaction Documents, and it shall not be necessary for any other
Purchaser to be joined as an additional party in any proceeding for such
purpose. Each Purchaser has been represented by its own separate legal counsel
in their review and negotiation of the Transaction Documents. For reasons of
administrative convenience only, Purchasers and their respective counsel have
chosen to communicate with the Company through FW. FW does not represent any of
the Purchasers in this transaction but only the placement agent. The Company has
elected to provide all Purchasers with the same terms and Transaction Documents
for the convenience of the Company and not because it was required or requested
to do so by the Purchasers.

                            (Signature Page Follows)
<PAGE>
            IN WITNESS WHEREOF, the parties hereto have caused this Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.

SCOLR, INC.                                     Address for Notice:
                                                ------------------



By: /s/ Daniel O. Wilds                         Tel: 425-373-0171 Ext. 1006
    ------------------------
    Name: Daniel O. Wilds                       Fax: 425-373-0181
    Title: President and CEO

With copy to (which shall not constitute notice):

                           [SIGNATURE PAGE CONTINUES]




                                       23
<PAGE>
        [PURCHASER SIGNATURE PAGES TO DDD SECURITIES PURCHASE AGREEMENT]


      IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.


Name of Investing Entity: Alexandra Global Master Fund Ltd.

Signature of Authorized Signatory of Investing entity: /s/ Vadim Iosilevich
                                                       -------------------------

Name of Authorized Signatory: Vadim Iosilevich for Alexandra Investment
Management, LLC

Title of Authorized Signatory: Principal

e-mail address: vadim.iosilevich@alexandra.net


Address for Notice of Investing Entity:


Vadim Iosilevich

Alexandra Investment Management

767 Third Avenue

39th Floor

New York, NY 10021



Address for Delivery of Securities for Investing Entity (if not same as above):

Subscription Amount: $1,007,500

Shares: 310,000

Warrant Shares: 77,500

EIN Number:  [THIS UNDER SEPARATE COVER]


                           [SIGNATURE PAGES CONTINUE]
<PAGE>
        [PURCHASER SIGNATURE PAGES TO DDD SECURITIES PURCHASE AGREEMENT]


      IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.


Name of Investing Entity: Atlas Equity I, Ltd.

Signature of Authorized Signatory of Investing entity: /s/ Dmitry Balyasny
                                                       -------------------------

Name of Authorized Signatory:  Dmitry Balyasny

Title of Authorized Signatory: Managing Member of Balyasny Asset Management,
L.P., Manager of Atlas Equity I, Ltd.

e-mail address: mgottlieb@bam-us.com

                mlevine@bam-us.com


Address for Notice of Investing Entity:


c/o Balyasny Asset Management, L.P.

181 W. Madison, Suite 3600

Chicago, IL 60602

Attn: Michael Levine



Address for Delivery of Securities for Investing Entity (if not same as above):




Subscription Amount: $1,000,002.25

Shares: 307,693

Warrant Shares: 76,923

EIN Number:  [THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]
<PAGE>
        [PURCHASER SIGNATURE PAGES TO DDD SECURITIES PURCHASE AGREEMENT]


      IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.


Name of Investing Entity: Cranshire Capital, L.P.

Signature of Authorized Signatory of Investing entity: /s/ Mitchell Kopin
                                                       -----------------------

Name of Authorized Signatory: Mitchell Kopin

Title of Authorized Signatory: President - Downsview Capital, The General
Partner

e-mail address: cranshire@aol.com


Address for Notice of Investing Entity:


666 Dundee Road

Suite 1901

Northbrook, IL 60062



Address for Delivery of Securities for Investing Entity (if not same as above):




Subscription Amount: $499,999.50

Shares: 153,846

Warrant Shares: 38,462

EIN Number:  [THIS UNDER SEPARATE COVER]


                           [SIGNATURE PAGES CONTINUE]
<PAGE>
        [PURCHASER SIGNATURE PAGES TO DDD SECURITIES PURCHASE AGREEMENT]


      IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.


Name of Investing Entity: Elliott Associates, L.P.

Signature of Authorized Signatory of Investing entity: /s/ Elliot Greenberg
                                                       ------------------------

Name of Authorized Signatory: Elliot Greenberg, Vice President

Title of Authorized Signatory: By: Elliott Capital Advisors, L.P., as general
                                   partner

                               By: Braxton Associates, Inc., as general partner

e-mail address: _______________________


Address for Notice of Investing Entity:


712 Fifth Avenue

New York, NY 10019


Address for Delivery of Securities for Investing Entity (if not same as above):



Subscription Amount: 199,998.50

Shares: 61,538

Warrant Shares: 15,385

EIN Number:  [THIS UNDER SEPARATE COVER]


                           [SIGNATURE PAGES CONTINUE]
<PAGE>
        [PURCHASER SIGNATURE PAGES TO DDD SECURITIES PURCHASE AGREEMENT]


      IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.


Name of Investing Entity: Elliott International, L.P.

Signature of Authorized Signatory of Investing entity: /s/ Elliot Greenberg
                                                       -------------------------

Name of Authorized Signatory: Elliot Greenberg, Vice President

Title of Authorized Signatory: By: Elliott International Capital Advisors Inc.
as attorney-in-fact

e-mail address: _______________________


Address for Notice of Investing Entity:


712 Fifth Avenue

New York, NY 10019



Address for Delivery of Securities for Investing Entity (if not same as above):




Subscription Amount: 300,001

Shares: 92,308

Warrant Shares: 23,077

EIN Number:  [THIS UNDER SEPARATE COVER]


                           [SIGNATURE PAGES CONTINUE]
<PAGE>
        [PURCHASER SIGNATURE PAGES TO DDD SECURITIES PURCHASE AGREEMENT]


      IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.


Name of Investing Entity: Omicron Master Trust


Signature of Authorized Signatory of Investing entity: /s/ Bruce Bernstein
                                                       -------------------------

Name of Authorized Signatory: Bruce Bernstein

Title of Authorized Signatory: Managing Partner

e-mail address: bb@omicroncapital.com


Address for Notice of Investing Entity:


810 Seventh Ave., 39th Floor

New York, NY 10019

Attn: Brian Daly

Tel: 212 803-5261

Fax: 212 803-5269



Address for Delivery of Securities for Investing Entity (if not same as above):




Subscription Amount: $749,999.25

Shares: 230,769

Warrant Shares: 57,692

EIN Number:  [THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]
<PAGE>
        [PURCHASER SIGNATURE PAGES TO DDD SECURITIES PURCHASE AGREEMENT]


      IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.


Name of Investing Entity: Portside Growth and Opportunity Fund

Signature of Authorized Signatory of Investing entity: /s/ Jeff Smith
                                                       -----------------------

Name of Authorized Signatory: Jeff Smith

Title of Authorized Signatory: Authorized Signatory

e-mail address: jsmith@ramius.com


Address for Notice of Investing Entity:


c/o Ramius Capital Group, LLC

666 Third Avenue, 26th Floor

New York, NY 10017



Address for Delivery of Securities for Investing Entity (if not same as above):




Subscription Amount: $500,000

Shares: 153,846

Warrant Shares: 38,462

EIN Number:  [THIS UNDER SEPARATE COVER]


                          [SIGNATURE PAGES CONTINUE]
<PAGE>
        [PURCHASER SIGNATURE PAGES TO DDD SECURITIES PURCHASE AGREEMENT]


      IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.


Name of Investing Entity: RHP Master Fund, Ltd.

Signature of Authorized Signatory of Investing entity: /s/ Keith S. Marlowe
                                                       -------------------------

Name of Authorized Signatory: Keith S. Marlowe, Director

Title of Authorized Signatory: By: Rock Hill Investment Management, L.P.

                               By: RHP General Partner, LLC

e-mail address: _______________________


Address for Notice of Investing Entity:


c/o Rock Hill Investment Management, L.P.

3 Bala Plaza - East, Suite 585

Bala Cynwyd, PA 19004



Address for Delivery of Securities for Investing Entity (if not same as above):




Subscription Amount: $249,999.75

Shares: 76,923

Warrant Shares: 19,231

EIN Number:  [THIS UNDER SEPARATE COVER]


                          [SIGNATURE PAGES CONTINUE]
<PAGE>
        [PURCHASER SIGNATURE PAGES TO DDD SECURITIES PURCHASE AGREEMENT]


      IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.


Name of Investing Entity: SF Capital Partners Ltd.

Signature of Authorized Signatory of Investing entity: /s/ Brian Davidson
                                                       -------------------------

Name of Authorized Signatory: Brian Davidson

Title of Authorized Signatory: Authorized Signatory

e-mail address: _______________________


Address for Notice of Investing Entity:




Address for Delivery of Securities for Investing Entity (if not same as above):





Subscription Amount: $749,996.00

Shares: 230,768

Warrant Shares: 57,692

EIN Number:  [THIS UNDER SEPARATE COVER]


                           [SIGNATURE PAGES CONTINUE]
<PAGE>
        [PURCHASER SIGNATURE PAGES TO DDD SECURITIES PURCHASE AGREEMENT]


      IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.


Name of Investing Entity: Slava Volman


Signature of Authorized Signatory of Investing entity: /s/ Slava Volman
                                                       -----------------------

Name of Authorized Signatory: Slava Volman

Title of Authorized Signatory: Individual

e-mail address: _______________________


Address for Notice of Investing Entity:


Slava Volman

200 East 64th Street, Apt 28B

New York, NY 10021



Address for Delivery of Securities for Investing Entity (if not same as above):




Subscription Amount: $113,750

Shares: 35,000

Warrant Shares: 8,750

EIN Number:  [THIS UNDER SEPARATE COVER]


                           [SIGNATURE PAGES CONTINUE]
<PAGE>
        [PURCHASER SIGNATURE PAGES TO DDD SECURITIES PURCHASE AGREEMENT]


      IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.


Name of Investing Entity: Spectra Capital Management, LLC

Signature of Authorized Signatory of Investing entity: /s/ Gregory I. Porges
                                                       -----------------------

Name of Authorized Signatory: Gregory I. Porges

Title of Authorized Signatory: Sole Member

e-mail address: _______________________


Address for Notice of Investing Entity:


Spectra Capital Management, LLC

120 Broadway, 20th Floor

New York, NY 10271



Address for Delivery of Securities for Investing Entity (if not same as above):




Subscription Amount: $250,000

Shares: 76,923

Warrant Shares: 19,231

EIN Number:  [THIS UNDER SEPARATE COVER]


                           [SIGNATURE PAGES CONTINUE]
<PAGE>
        [PURCHASER SIGNATURE PAGES TO DDD SECURITIES PURCHASE AGREEMENT]


      IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.


Name of Investing Entity: SRG Capital, Inc.

Signature of Authorized Signatory of Investing entity: /s/ Andrew Turchin
                                                       ------------------------

Name of Authorized Signatory: Andrew Turchin

Title of Authorized Signatory: Chief Financial Officer

e-mail address: _______________________


Address for Notice of Investing Entity:


SRG Capital, Inc.

120 Broadway, 40th Floor

New York, NY 10271



Address for Delivery of Securities for Investing Entity (if not same as above):




Subscription Amount: $300,001

Shares: 92,308

Warrant Shares: 23,077

EIN Number:  [THIS UNDER SEPARATE COVER]


                           [SIGNATURE PAGES CONTINUE]
<PAGE>
        [PURCHASER SIGNATURE PAGES TO DDD SECURITIES PURCHASE AGREEMENT]


      IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.


Name of Investing Entity: Topaz Partners


Signature of Authorized Signatory of Investing entity: /s/ Herbert J. Marks
                                                       -----------------------

Name of Authorized Signatory: Herbert J. Marks

Title of Authorized Signatory: Managing Director

e-mail address: _______________________


Address for Notice of Investing Entity:


c/o Jemmco Capital

900 Third Avenue

New York, NY  10022



Address for Delivery of Securities for Investing Entity (if not same as above):




Subscription Amount: 2,000,001.25

Shares: 615,385

Warrant Shares: 153,846

EIN Number:  [THIS UNDER SEPARATE COVER]


                           [SIGNATURE PAGES CONTINUE]
<PAGE>
        [PURCHASER SIGNATURE PAGES TO DDD SECURITIES PURCHASE AGREEMENT]


      IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.


Name of Investing Entity: Dolphin Offshore Partners, L.P.

Signature of Authorized Signatory of Investing entity: /s/ Peter E. Salas
                                                       ------------------------

Name of Authorized Signatory: Peter E. Salas

Title of Authorized Signatory: General Partner

e-mail address: _______________________


Address for Notice of Investing Entity:


c/o Dolphin Asset Management Corp.

129 East 17th Street

New York, NY 10003



Address for Delivery of Securities for Investing Entity (if not same as above):




Subscription Amount: $325,000

Shares: 100,000

Warrant Shares: 25,000

EIN Number:  [THIS UNDER SEPARATE COVER]


                           [SIGNATURE PAGES CONTINUE]
<PAGE>
          [PURCHASER SIGNATURE PAGES TO DDD SECURITIES PURCHASE AGREEMENT]


      IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.


Name of Investing Entity: Interdynamic Fund Biomed Tech


Signature of Authorized Signatory of Investing entity: /s/ Norman Schleifer
                                                       -----------------------

Name of Authorized Signatory: Norman Schleifer

Title of Authorized Signatory: Chief Financial Officer

e-mail address: _______________________


Address for Notice of Investing Entity:


c/o Merlin Biomed Group

230 Park Avenue, Suite 928

New York, NY 10169

Attn: Norman Schleifer



Address for Delivery of Securities for Investing Entity (if not same as above):




Subscription Amount: $78,000

Shares: 24,000

Warrant Shares: 6,000

EIN Number:  [THIS UNDER SEPARATE COVER]


                           [SIGNATURE PAGES CONTINUE]
<PAGE>
        [PURCHASER SIGNATURE PAGES TO DDD SECURITIES PURCHASE AGREEMENT]


      IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.


Name of Investing Entity: J. Michael Reisert, Inc.

Signature of Authorized Signatory of Investing entity: /s/ J. Michael Reisert
                                                       -----------------------

Name of Authorized Signatory: J. Michael Reisert

Title of Authorized Signatory: President

e-mail address: _______________________


Address for Notice of Investing Entity:


1040 Bayview Drive, Suite 428

Fort Lauderdale, FL 33304



Address for Delivery of Securities for Investing Entity (if not same as above):




Subscription Amount: $32,500

Shares: 10,000

Warrant Shares: 2,500

EIN Number:  [THIS UNDER SEPARATE COVER]


                           [SIGNATURE PAGES CONTINUE]
<PAGE>
        [PURCHASER SIGNATURE PAGES TO DDD SECURITIES PURCHASE AGREEMENT]


      IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.


Name of Investing Entity: Meadowbrook Opportunity Fund LLC

Signature of Authorized Signatory of Investing entity: /s/ Michael Ragins
                                                       -----------------------

Name of Authorized Signatory: Michael Ragins

Title of Authorized Signatory: Manager

e-mail address: _______________________


Address for Notice of Investing Entity:


100 Tri State International, Suite 260

Lincolnshire, IL 60069



Address for Delivery of Securities for Investing Entity (if not same as above):




Subscription Amount: $325,000.00

Shares: 100,000

Warrant Shares: 25,000

EIN Number:  [THIS UNDER SEPARATE COVER]


                           [SIGNATURE PAGES CONTINUE]
<PAGE>
        [PURCHASER SIGNATURE PAGES TO DDD SECURITIES PURCHASE AGREEMENT]


      IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.


Name of Investing Entity: Merlin Biomed II, L.P.

Signature of Authorized Signatory of Investing entity: /s/ Norman Schleifer
                                                       -----------------------

Name of Authorized Signatory: Norman Schleifer

Title of Authorized Signatory: Chief Financial Officer

e-mail address: _______________________


Address for Notice of Investing Entity:


c/o Merlin Biomed Group

230 Park Avenue, Suite 928

New York, NY 10169

Attn: Norman Schleifer



Address for Delivery of Securities for Investing Entity (if not same as above):




Subscription Amount: $123,500

Shares: 38,000

Warrant Shares: 9,500

EIN Number:  [THIS UNDER SEPARATE COVER]


                           [SIGNATURE PAGES CONTINUE]
<PAGE>
        [PURCHASER SIGNATURE PAGES TO DDD SECURITIES PURCHASE AGREEMENT]


      IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.


Name of Investing Entity: Merlin Biomed International, Ltd.

Signature of Authorized Signatory of Investing entity: /s/ Norman Schleifer
                                                       -------------------

Name of Authorized Signatory: Norman Schleifer

Title of Authorized Signatory: Chief Financial Officer

e-mail address: _______________________


Address for Notice of Investing Entity:


c/o Merlin Biomed Group

230 Park Avenue, Suite 928

New York, NY 10169

Attn: Norman Schleifer



Address for Delivery of Securities for Investing Entity (if not same as above):




Subscription Amount: $175,500

Shares: 54,000

Warrant Shares: 13,500

EIN Number:  [THIS UNDER SEPARATE COVER]


                           [SIGNATURE PAGES CONTINUE]
<PAGE>
          [PURCHASER SIGNATURE PAGES TO DDD SECURITIES PURCHASE AGREEMENT]


      IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.


Name of Investing Entity: Merlin Biomed Longterm Appreciation Fund, L.P.

Signature of Authorized Signatory of Investing entity: /s/ Norman Schleifer
                                                       ----------------------

Name of Authorized Signatory: Norman Schleifer

Title of Authorized Signatory: Chief Financial Officer

e-mail address: _______________________


Address for Notice of Investing Entity:


c/o Merlin Biomed Group

230 Park Avenue, Suite 928

New York, NY 10169

Attn: Norman Schleifer



Address for Delivery of Securities for Investing Entity (if not same as above):




Subscription Amount: $273,000

Shares: 84,000

Warrant Shares: 21,000

EIN Number:  [THIS UNDER SEPARATE COVER]


                           [SIGNATURE PAGES CONTINUE]
<PAGE>
        [PURCHASER SIGNATURE PAGES TO DDD SECURITIES PURCHASE AGREEMENT]


      IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.


Name of Investing Entity: Merlin Biomed Offshore Master Fund, L.P.

Signature of Authorized Signatory of Investing entity: /s/ Norman Schleifer
                                                       -----------------------

Name of Authorized Signatory: Norman Schleifer

Title of Authorized Signatory: Chief Financial Officer

e-mail address: _______________________


Address for Notice of Investing Entity:


c/o Merlin Biomed Group

230 Park Avenue, Suite 928

New York, NY 10169

Attn: Norman Schleifer



Address for Delivery of Securities for Investing Entity (if not same as above):




Subscription Amount: $702,000

Shares: 216,000

Warrant Shares: 54,000

EIN Number:  [THIS UNDER SEPARATE COVER]


                           [SIGNATURE PAGES CONTINUE]
<PAGE>
        [PURCHASER SIGNATURE PAGES TO DDD SECURITIES PURCHASE AGREEMENT]


      IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.


Name of Investing Entity: Merlin Biomed, L.P.

Signature of Authorized Signatory of Investing entity: /s/ Norman Schleifer
                                                       -----------------------

Name of Authorized Signatory: Norman Schleifer

Title of Authorized Signatory: Chief Financial Officer

e-mail address: _______________________


Address for Notice of Investing Entity:


c/o Merlin Biomed Group

230 Park Avenue, Suite 928

New York, NY 10169

Attn: Norman Schleifer



Address for Delivery of Securities for Investing Entity (if not same as above):




Subscription Amount: $273,000

Shares: 84,000

Warrant Shares: 21,000

EIN Number:  [THIS UNDER SEPARATE COVER]


                           [SIGNATURE PAGES CONTINUE]
<PAGE>
        [PURCHASER SIGNATURE PAGES TO DDD SECURITIES PURCHASE AGREEMENT]


      IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.


Name of Investing Entity: Michael Taglich

Signature of Authorized Signatory of Investing entity: /s/ Michael Taglich
                                                       ---------------------

Name of Authorized Signatory: __________________________

Title of Authorized Signatory: __________________________

e-mail address: _______________________


Address for Notice of Investing Entity:



98 Bay Street

Sag Harbor, NY 11963


Address for Delivery of Securities for Investing Entity (if not same as above):

c/o Taglich Brothers

1370 6th Ave, 31st FL

New York, NY 10019




Subscription Amount: $31,300.75

Shares: 9,631

Warrant Shares: 2,408

EIN Number:  [THIS UNDER SEPARATE COVER]


                           [SIGNATURE PAGES CONTINUE]
<PAGE>
        [PURCHASER SIGNATURE PAGES TO DDD SECURITIES PURCHASE AGREEMENT]


      IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.


Name of Investing Entity: Robert F. Taglich

Signature of Authorized Signatory of Investing entity: /s/ Robert F. Taglich
                                                       ----------------------

Name of Authorized Signatory: __________________________

Title of Authorized Signatory: __________________________

e-mail address: _______________________


Address for Notice of Investing Entity:


700 New York Avenue, Suite B

Huntington, NY 11743



Address for Delivery of Securities for Investing Entity (if not same as above):


Subscription Amount: $31,200

Shares: 9,600

Warrant Shares: 2,400

EIN Number:  [THIS UNDER SEPARATE COVER]


                           [SIGNATURE PAGES CONTINUE]
<PAGE>
        [PURCHASER SIGNATURE PAGES TO DDD SECURITIES PURCHASE AGREEMENT]


      IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.


Name of Investing Entity: Tag Kent Partners


Signature of Authorized Signatory of Investing entity: /s/ Michael Taglich
                                                       ---------------------

Name of Authorized Signatory: Michael Taglich

Title of Authorized Signatory: General Partner

e-mail address: _______________________


Address for Notice of Investing Entity:


98 Bay Street

Sag Harbor, NY 11963


Address for Delivery of Securities for Investing Entity (if not same as above):


c/o Taglich Brothers

1370 6th Ave, 31st FL

New York, NY 10019




Subscription Amount: $130,000

Shares: 40,000

Warrant Shares: 10,000

EIN Number:  [THIS UNDER SEPARATE COVER]


                           [SIGNATURE PAGES CONTINUE]