EXHIBIT
4.4

    


    


    SUBSCRIPTION
AGREEMENT

     

    IMPORTANT:
PLEASE READ CAREFULLY BEFORE SIGNING

    SIGNIFICANT REPRESENTATIONS
ARE

    CALLED FOR
HEREIN

    


    


    SpectraScience,
Inc.

    11568-11
Sorrento Valley Rd.

    San
Diego, CA 92121

    


    


    Gentlemen:

    


    The
undersigned, _______________________________ (“Investor”) hereby tenders this
subscription and applies for the purchase of ____________ Units (the
“Securities”) of SpectraScience, Inc. (the
“Company”) at $10.00 per unit.

     

    The
aggregate subscription price, in the amount of $____________ is delivered
herewith by Wire or check made payable to SpectraScience.  The
subscription price is the number of Units multiplied by $10.00.  Wire
instructions are:

     

    Chase
Manhattan Bank

     

     

     

     

     

    The
Investor understands and agrees that this Subscription Agreement is not binding
upon the Company and that the Company may elect to reject this Subscription
Agreement in whole or in part for any reason, including without limitation,
unavailability of shares to fill this or other subscriptions.

     

    By
execution below, the undersigned acknowledges that the Company is relying upon
the accuracy and completeness of the representations contained herein in
complying with its obligations under applicable securities laws.

     

    
      	
               
      

            	
              1.

            	
              The
      undersigned acknowledges and represents as
  follows:

            


    

     

    
      	
               
      

            	
              (a)

            	
              That
      the undersigned has received, carefully reviewed, and is familiar with
      certain information about the Company, including the Company’s annual
      report on Form 10-K for the year ended December 31, 2008, and the
      Company’s quarterly report on Form 10-Q for the period ended June 30,
      2009;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (b)

            	
              That
      the undersigned is in a financial position to hold the shares for an
      indefinite period of time and is able to withstand a complete loss of his
      or her investment in the shares.

            


    

     

    
      	
               
      

            	
              (c)

            	
              That
      the undersigned has substantial experiece in evaluating and investing in
      securities in companies similar to the Company, so that he or she is
      capable of reading and interpreting the business plan and evaluating the
      merits and risks of his or her investment in the Company, and he or she
      has the capacity to protect his or her own
  interests;

            


    

     

    
      	
               
      

            	
              (d)

            	
              That
      by reason of his or her business or financial experience, the undersigned
      has the capacity to protect his or her own interests in connection with
      his or her purchase of the shares;

            


    

     

    
      	
               
      

            	
              (e)

            	
              That
      the undersigned has been given access to full and complete information
      regarding the Company and has utilized such access to its satisfaction for
      the purpose of obtaining information in addition to, or verifying
      information included in, the Memorandum, and that the undersigned has
      either met with or been given reasonable opportunity to meet with officers
      of the Company for the purpose of asking questions of, and receiving
      answers from, such officers concerning the terms and conditions of the
      offering of the shares and the current and proposed business and
      operations of the Company and to obtain any additional information, to the
      extent reasonably available;

            


    

     

    
      	
               
      

            	
              (f)

            	
              That
      the undersigned acknowledges that he or she has made his or her own
      investigation of the Company, its proposed business, personnel and
      prospects; has had an opportunity to discuss the Company’s proposed
      business, management and financial affairs with directors, officers, and
      management of the Company; and has had the opportunity to review the
      Company’s proposed operations to his or her
  satisfaction;

            


    

     

    
      	
               
      

            	
              (g)

            	
              That
      the undersigned has such knowledge and experience in financial and
      business matters that he or she is capable of evaluating the merits and
      risks of the prospective investment in the shares and has the net worth to
      undertake such risks;

            


    

     

    
      	
               
      

            	
              (h)

            	
              That the undersigned believes
      that the investment in the shares is suitable for him or her based upon
      his or her investment objectives and financial needs, and the undersigned
      has adequate means for providing for his or her current financial needs
      and contingencies and has no need for liquidity of investment with respect
      to the shares;

            


    

     

    
      	
               
      

            	
              (i)

            	
              That the undersigned recognizes
      that purchasing shares as an investment is highly speculative, and
      involves a high degree of risk including, but not limited to, the risk of
      economic losses from operations of the Company and the total loss of his
      or her investment; and

            


    

     

    
      	
               
      

            	
              (j)

            	
              If
      an entity, that the undersigned was not formed for the purpose of
      investing in the shares.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (k)

            	
              The
      undersigned is acquiring the shares of Stock solely for his, her or its
      own account for investment and not with a view to resale or distribution
      thereof, in whole or in part.  The undersigned has no agreement
      or arrangement, formal or informal, with any person to sell or transfer
      all or any of the shares, and the undersigned has no plans to enter
      into any such agreement or arrangement. The undersigned acknowledges that
      Company has agreed to grant to the undersigned only the registration
      rights described in the Registration Rights Agreement in the form annexed
      to the Memorandum.

            


    

     

    
      	
               
      

            	
              (l)

            	
              The
      undersigned is unaware of, is in no way relying on, and did not become
      aware of the offering of the shares through or as a result of, any form of
      general solicitation or general advertising including, without limitation,
      any article, notice, advertisement or other communication published in any
      newspaper, magazine or similar media or broadcast over television, radio
      or over the Internet, in connection with the offering and sale of the
      shares and is not subscribing for the shares and did not become aware of
      the offering of the shares through or as a result of any seminar or
      meeting to which the undersigned was invited by, or any solicitation of a
      subscription by, a person not previously known to the undersigned in
      connection with investments in securities
  generally;

            


    

     

    
      	
               
      

            	
              2.

            	
              The
      undersigned represents and warrants that, if an individual, he or she is a
      bona fide resident of, and is domiciled in, the State/Country of
      _________________; or, if an entity, that its executive offices are
      located in the State/Country
      of __________________; and that the shares are being purchased by him, her
      or it in his, her or its name solely for his, her or its own beneficial
      interest and not as nominee for, or on behalf of, or for the beneficial
      interest of, or with the intention to transfer to, any other person, trust
      or organization.

            


    

     

    INVESTORS
MUST REVIEW AND PROVIDE INFORMATION IN RESPONSE TO ITEM 3 BELOW.

     

    The
undersigned agrees to furnish any additional information which the Company deems
necessary in order to verify the answers set forth below.

     

    
      	
               
      

            	
              3.

            	
              The
      undersigned understands that the representations contained below are made
      for the purpose of qualifying him or her as an “accredited investor” as
      that term is defined in Regulation D of the General Rules and Regulations
      promulgated under the Act and for the purpose of inducing a sale of the
      Securities to him or her.  The undersigned hereby represents
      that the statement or statements initialed or otherwise indicated below
      are true and correct in all respects.  The undersigned
      understands that a false representation may constitute a violation of law,
      and that any person who suffers damage as a result of a false
      representation may have a claim against the undersigned for
      damages.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Accredited
      individual investors must initial or otherwise indicate one or both of the
      following statements:

            


    

     

    
      	
               
      

            	
              _______(1)

            	
              I
      certify that I am an accredited investor because I had individual income
      (exclusive of any income attributable to my spouse) of more than $200,000
      in each of the most recent two years or joint income with my spouse of
      more than $300,000 in each of such years and that I reasonably expect to
      have such an income in excess of such amounts for the current
      year.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              _______(2)

            	
              I
      certify that I am an accredited investor because I have an individual net
      worth, or my spouse and I have an individual net worth, in excess of
      $1,000,000.  For purposes of this Subscription Agreement and
      Letter of Investment Intent, “individual net worth” means the excess of
      total assets at fair market value, including home and personal property,
      over total liabilities, except for Illinois residents who should exclude
      the value of homes, home furnishings and
  automobiles.

            


    

    


    
      	
               
      

            	
              _______(3)

            	
              I
      certify that I am an accredited investor because I am a director or
      executive officer of the Company.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Accredited
      partnerships, corporations or other entities must initial one or more of the
      following statements:

            


    

     

    
      	
               
      

            	
              _______(1)

            	
              The
      undersigned hereby certifies that all of the beneficial equity owners of
      the undersigned qualify as accredited individual investors under items
      (a)(1) or (a)(2) above.  (Investors attempting to qualify under
      this item must complete the Certificate of Signatory to this Subscription
      Agreement and Letter of Investment Intent and each equity owner must
      complete a separate copy of this Subscription Agreement and Letter of
      Investment Intent);

            


    

     

    
      	
               
      

            	
              _______(2)

            	
              The
      undersigned is a bank or savings and loan association as defined in
      Sections 3(a)(2) and 3(a)(5)(A), respectively, of the Act acting either in
      its individual or fiduciary
capacity.

            


    

     

    
      	
               
      

            	
              _______(3)

            	
              The
      undersigned is an insurance company as defined in Section 2(13) of the
      Act.

            


    

     

    
      	
               
      

            	
              _______(4)

            	
              The
      undersigned is an investment company registered under the Investment
      Company Act of 1940 or a business development company as defined therein,
      in Section 2(a)(48).

            


    

     

    
      	
               
      

            	
              _______(5)

            	
              The
      undersigned is a Small Business Investment Company licensed by the U.S.
      Small Business Administration under Section 301(c) or (d) of the Small
      Business Investment Act of 1958.

            


    

     

    
      	
               
      

            	
              _______(6)

            	
              The
      undersigned is an employee benefit plan within the meaning of Title I of
      the Employee Retirement Income Security Act of 1974 and either (check one
      or more, as applicable):

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              _______(a)

            	
              the
      investment decision is made by a plan fiduciary, as defined therein, in
      Section 3(21), which is either a bank, savings and loan association,
      insurance company, or registered investment adviser;
  or

            


    

     

    
      	
               
      

            	
              _______(b)

            	
              the
      employee benefit plan has total assets in excess of $5,000,000;
      or

            


    

     

    
      	
               
      

            	
              _______(c)

            	
              the
      plan is a self-directed plan with investment decisions made solely by
      persons who are “accredited investors” as defined
  therein.

            


    

     

    
      	
               
      

            	
              _______(7)

            	
              The
      undersigned is a private business development company as defined in
      Section 202(a)(22) of the Investment Advisers Act of
  1940.

            


    

     

    
      	
               
      

            	
              _______(8)

            	
              The
      undersigned has total assets in excess of $5,000,000, was not formed for
      the specific purpose of acquiring Securities and is one or more of the
      following (check one or more, as
appropriate):

            


    

     

    
      	
               
      

            	
              _______(a)

            	
              an
      organization described in Section 501(c)(3) of the Internal Revenue Code
      of 1986, as amended; or

            


    

     

    
      	
               
      

            	
              _______(b)

            	
              a
      corporation; or

            


    

     

    
      	
               
      

            	
              _______(c)

            	
              a
      Massachusetts or similar business trust;
or

            


    

     

    
      	
               
      

            	
              _______(d)

            	
              a
      partnership; or

            


    

     

    
      	
               
      

            	
              _______(e)

            	
              a
      limited liability company.

            


    

     

    
      	
               
      

            	
              _______(9)

            	
              The
      undersigned is a trust with total assets exceeding $5,000,000, which was
      not formed for the specific purpose of acquiring Securities and whose
      purchase is directed by a person who has such knowledge and experience in
      financial and business matters that he or she is capable of evaluating the
      merits and risks of the investment in the
  Securities.

            


    

     

    
      	
               
      

            	
              4.

            	
              The
      undersigned, if other than an individual, hereby represents that this
      Subscription Agreement has been duly authorized by all necessary action on
      the part of the undersigned, has been duly executed by an authorized
      officer or representative of the undersigned, and is a legal, valid, and
      binding obligation of the undersigned enforceable in accordance with its
      terms.

            


    

     

    
      	
               
      

            	
              5.

            	
              Manner
      in Which Title is to be Held. (check
one)

            


    

     

    
      	
               
      

            	
              (a)

            	
              _______
      Individual Ownership

            


    

    
      	
               
      

            	
              (b)

            	
              _______
      Community Property

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (c)

            	
              _______
      Joint Tenant with Right of Survivorship (both parties must
      sign)

            


    

    
      	
               
      

            	
              (d)

            	
              _______
      Partnership

            


    

    
      	
               
      

            	
              (e)

            	
              _______
      Tenants in Common

            


    

    
      	
               
      

            	
              (f)

            	
              _______
      Corporation

            


    

    
      
        	
              	
                (g)

              	
                _______
      Trust

              


      

      
        	
              	
                (h) 

              	
                _______
      Qualified Retirement Account (i.e. IRA)

              
	 	 	
                 
      Dated:  ____________

              


      

    

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              INDIVIDUAL
      INVESTORS

            	
              ENTITY
      INVESTORS

            
	
               

               

               

              ______________________________________

              Signature
      (Individual)

               

              ______________________________________

              Signature

              (all
      record holders should sign)

               

               

              ______________________________________

              Name(s)
      Typed or Printed

               

               

              ______________________________________

              Address
      to Which Correspondence 

              Should
      be Directed

               

              ______________________________________

              ______________________________________

              City,
      State and Zip Code

               

               

              ______________________________________

              Tax
      Identification or Social Security Number

               

              ______________________________________

              Phone
      Number

               

            	
              _____________________________________

              Name
      of Entity, if any

               

              By
      __________________________________

              *Signature

               

              Its
      ___________________________________

              Title

               

               

               

              ______________________________________

              Name
      Typed or Printed

               

               

              ______________________________________

              Address
      to Which Correspondence 

              Should
      be Directed

               

              ______________________________________

              ______________________________________

              City,
      State and Zip Code

               

               

              ______________________________________

              Tax
      Identification or Social Security Number

               

              ______________________________________

              Phone
      Number

               

            


    

    


    
      	
              *

            	
              If
      Securities are being subscribed for by any entity, the Certificate of
      Signatory must also be completed.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    CERTIFICATE
OF SIGNATORY

     

    (To be
completed if Securities are being subscribed

    for by an
entity)

    


     

    I,
_________________________________ the ______________________________ of (the
“Entity”), hereby certify that I am empowered and duly authorized by the Entity
to execute and carry out the terms of the Subscription Agreement and to purchase
the Securities, and certify further that the Subscription Agreement has been
duly and validly executed on behalf of the Entity and constitutes a legal and
binding obligation of the Entity.

     

    


     

    IN
WITNESS WHEREOF, I have set my hand this ____ day of ______________,
2009.

     

     

    
      	 	 
	 	
              _________________________________

              (Signature)

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    ACCEPTANCE

     

    


     

    The
Company hereby accepts the foregoing Subscription Agreement as of the date
indicated below for the following number of shares of Preferred B
Stock:

    


    


    _______________________________.

     

    
      
        	 	 	 	 SPECTRASCIENCE,
      INC.	 
	 	 	 	 	 
	 	 	 	 	 
	Date:
      	 	 	 By	 	 


      

    

    
       

      
        
        

      

      
        9