Exhibit
10.1

     

    PURCHASE
AGREEMENT

    


    THIS PURCHASE AGREEMENT (“Agreement”)
is made as of the 27th day of February, 2009 by and among Response Genetics,
Inc., a Delaware corporation (the “Company”), and the Investors set forth on the
signature pages affixed hereto (each an “Investor” and collectively the
“Investors”).

    


    Recitals

    


    A.           The
Company and the Investors are executing and delivering this Agreement in
reliance upon the exemption from securities registration afforded by the
provisions of Regulation D (“Regulation D”), as promulgated by the U.S.
Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933,
as amended; and

    


    B.           The
Investors wish to purchase from the Company, and the Company wishes to sell and
issue to the Investors, upon the terms and conditions stated in this Agreement,
an aggregate of 2,000,000 shares of the Company’s Common Stock, par value $0.01
per share (together with any securities into which such shares may be
reclassified the “Common Stock”), at purchase price of $1.00 per share;
and

    


    C.           Contemporaneous
with the sale of the Common Stock, the parties hereto will execute and deliver a
Registration Rights Agreement, in the form attached hereto as Exhibit A (the
“Registration Rights Agreement”), pursuant to which the Company will agree to
provide certain registration rights under the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder, and applicable
state securities laws.

    


    In consideration of the mutual promises
made herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

    


    1.           Definitions.  In
addition to those terms defined above and elsewhere in this Agreement, for the
purposes of this Agreement, the following terms shall have the meanings set
forth below:

    


    “Affiliate” means,
with respect to any Person, any other Person which directly or indirectly
through one or more intermediaries Controls, is controlled by, or is under
common control with, such Person.

    


    “Business Day” means a
day, other than a Saturday or Sunday, on which banks in New York City are open
for the general transaction of business.

    


    “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’s Knowledge”
means the actual knowledge of the executive officers (as defined in Rule 405
under the 1933 Act) of the Company, after due inquiry.

    


    “Confidential
Information” means trade secrets, confidential information and know-how
(including but not limited to ideas, formulae, compositions, processes,
procedures and techniques, research and development information, computer
program code, performance specifications, support documentation, drawings,
specifications, designs, business and marketing plans, and customer and supplier
lists and related information).

    


    “Control” (including
the terms “controlling”, “controlled by” or “under common control with”) means
the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise.

    


    “Effective Date” means
the date on which the initial Registration Statement is declared effective by
the SEC.

    


    “Effectiveness
Deadline” means the date on which the initial Registration Statement is
required to be declared effective by the SEC under the terms of the Registration
Rights Agreement.

    


    “Intellectual
Property” means all of the following: (i) patents, patent applications,
patent disclosures and inventions (whether or not patentable and whether or not
reduced to practice); (ii) trademarks, service marks, trade dress, trade names,
corporate names, logos, slogans and Internet domain names, together with all
goodwill associated with each of the foregoing; (iii) copyrights and
copyrightable works; (iv) registrations, applications and renewals for any of
the foregoing; and (v) proprietary computer software (including but not limited
to data, data bases and documentation).

    


    “Material Adverse
Effect” means an event, change or occurrence that, individually or
together with any other event, change or occurrence, has a material adverse
effect on (i) the assets, liabilities, results of operations, condition
(financial or otherwise), business, or prospects of the Company and its
Subsidiaries taken as a whole, or (ii) the ability of the Company to perform its
obligations under the Transaction Documents, excluding, for purposes of each of
(i) and (ii), any event, change or occurrence resulting from the announcement or
consummation of the transactions contemplated by the Transaction
Documents.

    


    “Nasdaq” means The
Nasdaq Capital Market.

    


    “Person” means an
individual, corporation, partnership, limited liability company, trust, business
trust, association, joint stock company, joint venture, sole proprietorship,
unincorporated organization, governmental authority or any other form of entity
not specifically listed herein.


    
      
         


      

      
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    “Purchase Price” means
Two Million Dollars ($2,000,000).

    


    “Registration
Statement” has the meaning set forth in the Registration Rights
Agreement.

    


    “Required Investors”
means the Investors holding a majority of the Shares.

    


    “SEC Filings” has the
meaning set forth in Section 4.6.

    


    “Shares” means the
shares of Common Stock being purchased by the Investors hereunder.

    


    “Subsidiary” of any
Person means another Person, an amount of the voting securities, other voting
ownership or voting partnership interests of which is sufficient to elect at
least a majority of its Board of Directors or other governing body (or, if there
are no such voting interests, 50% or more of the equity interests of which) is
owned directly or indirectly by such first Person.

    


    “Transaction
Documents” means this Agreement and the Registration Rights
Agreement.

    


    “1933 Act” means the
Securities Act of 1933, as amended, or any successor statute, and the rules and
regulations promulgated thereunder.

    


    “1934 Act” means the
Securities Exchange Act of 1934, as amended, or any successor statute, and the
rules and regulations promulgated thereunder.

    


    2.        
   Purchase and Sale of the
Shares.  Subject to the terms and conditions of this Agreement,
on the Closing Date, each of the Investors shall severally, and not jointly,
purchase, and the Company shall sell and issue to the Investors, the Shares in
the respective amounts set forth opposite the Investors’ names on the signature
pages attached hereto in exchange for the Purchase Price as specified in Section
3 below.

    


    3.      
     Closing.  The
closing (the “Closing”) of the purchase and sale of the Shares shall take place
as promptly as practicable after the date hereof (the date on which the Closing
occurs, the “Closing Date”) at the offices of Lowenstein Sandler PC, 1251 Avenue
of the Americas, 18th Floor, New York, New York 10020, or at such other location
and on such other date as the Company and the Investors shall mutually
agree.  At the Closing, the Company shall deliver to Lowenstein
Sandler PC a certificate or certificates, registered in such name or names as
the Investors may designate, representing the Shares and, in full consideration
and exchange for the Shares, each Investor shall thereupon pay to the Company an
amount representing such Investor’s pro rata portion of the Purchase Price as
set forth on the signature pages to this Agreement (payable by a wire transfer
in same day funds to be sent to the account of the Company as instructed in
writing by the Company).


    
      
         


      

      
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    4.           Representations and
Warranties of the Company.  The Company hereby represents and
warrants to the Investors that, except as disclosed in the SEC Filings or as set
forth in the schedules delivered herewith (collectively, the “Disclosure
Schedules”):

    


    4.
1           Organization, Good Standing
and Qualification.  Each of the Company and its Subsidiaries is
a corporation duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation and has all requisite corporate
power and authority to carry on its business as now conducted and to own its
properties.  Each of the Company and its Subsidiaries is duly
qualified to do business as a foreign corporation and is in good standing in
each jurisdiction in which the conduct of its business or its ownership or
leasing of property makes such qualification or leasing necessary unless the
failure to so qualify has not had and could not reasonably be expected to have a
Material Adverse Effect.  The Company’s Subsidiaries are listed on
Schedule 4.1
hereto.

    


    4.2           Authorization.  The
Company has full power and authority and has taken all requisite action on the
part of the Company, its officers, directors and stockholders necessary for (i)
the authorization, execution and delivery of the Transaction Documents, (ii) the
authorization of the performance of all obligations of the Company hereunder or
thereunder, and (iii) the authorization, issuance (or reservation for issuance)
and delivery of the Shares.  The Transaction Documents constitute the
legal, valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability, relating to or affecting creditors’ rights
generally.

    


    4.3           Capitalization.  Schedule 4.3 sets
forth as of the date hereof (a) the authorized capital stock of the Company; (b)
the number of shares of capital stock issued and outstanding; (c) the number of
shares of capital stock issuable pursuant to the Company’s stock plans; and (d)
the number of shares of capital stock issuable and reserved for issuance
pursuant to securities (other than the Shares) exercisable for, or convertible
into or exchangeable for any shares of capital stock of the
Company.  All of the issued and outstanding shares of the Company’s
capital stock have been duly authorized and validly issued and are fully paid,
nonassessable and free of pre-emptive rights and, to the Company’s Knowledge,
were issued in full compliance with applicable state and federal securities law
and any rights of third parties.  Except as described on Schedule 4.3, all of
the issued and outstanding shares of capital stock of each Subsidiary have been
duly authorized and validly issued and are fully paid, nonassessable and free of
pre-emptive rights, were issued in full compliance with applicable state and
federal securities law and any rights of third parties and are owned by the
Company, beneficially and of record, subject to no lien, encumbrance or other
adverse claim.  Except as described on Schedule 4.3, no
Person is entitled to pre-emptive or similar statutory or contractual rights
with respect to any securities of the Company.  Except as described on
Schedule 4.3,
there are no outstanding warrants, options, convertible securities or other
rights, agreements or arrangements of any character under which the Company or
any of its Subsidiaries is or may be obligated to issue any equity securities of
any kind and except as contemplated by this Agreement, neither the Company nor
any of its Subsidiaries is currently in negotiations for the issuance of any
equity securities of any kind.  Except as described on Schedule 4.3 and
except for the Registration Rights Agreement, there are no voting agreements,
buy-sell agreements, option or right of first purchase agreements or other
agreements of any kind among the Company and any of the securityholders of the
Company relating to the securities of the Company held by
them.  Except as described on Schedule 4.3 and
except as provided in the Registration Rights Agreement, no Person has the right
to require the Company to register any securities of the Company under the 1933
Act, whether on a demand basis or in connection with the registration of
securities of the Company for its own account or for the account of any other
Person.


    
      
         


      

      
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    Except as described on Schedule 4.3, the
issuance and sale of the Shares hereunder will not obligate the Company to issue
shares of Common Stock or other securities to any other Person (other than the
Investors) and will not result in the adjustment of the exercise, conversion,
exchange or reset price of any outstanding security.

    


    Except as described on Schedule 4.3, the
Company does not have outstanding stockholder purchase rights or “poison pill”
or any similar arrangement in effect giving any Person the right to purchase any
equity interest in the Company upon the occurrence of certain
events.

    


     4.4           Valid
Issuance.  The Shares have been duly and validly authorized
and, when issued and paid for pursuant to this Agreement, will be validly
issued, fully paid and nonassessable, and shall be free and clear of all
encumbrances and restrictions (other than those created by the Investors),
except for restrictions on transfer set forth in the Transaction Documents or
imposed by applicable securities laws.

    


     4.5           Consents.  The execution, delivery and performance by the
Company of the Transaction Documents and the offer, issuance and sale of the
Shares require no consent of, action by or in respect of, or filing with, any
Person, governmental body, agency, or official other than filings that have been
made pursuant to applicable state securities laws and post-sale filings pursuant
to applicable state and federal securities laws which the Company undertakes to
file within the applicable time periods.  Subject to the accuracy of
the representations and warranties of each Investor set forth in Section 5
hereof, the Company has taken all action necessary to exempt (i) the issuance
and sale of the Shares, and (ii) the other transactions contemplated by the
Transaction Documents from the provisions of any stockholder rights plan or
other “poison pill” arrangement, any anti-takeover, business combination or
control share law or statute binding on the Company or to which the Company or
any of its assets and properties may be subject and any provision of the
Company’s Certificate of Incorporation or Bylaws that is or could reasonably be
expected to become applicable to the Investors as a result of the transactions
contemplated hereby, including without limitation, the issuance of the Shares
and the ownership, disposition or voting of the Shares by the Investors or the
exercise of any right granted to the Investors pursuant to this Agreement or the
other Transaction Documents.

    


     4.6           Delivery of SEC Filings;
Business.  The Company has made available to the Investors
through the EDGAR system, true and complete copies of the Company’s most recent
Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007 (as
amended prior to the date hereof, the “10-KSB”), and all other reports filed by
the Company pursuant to the 1934 Act since the filing of the 10-KSB and prior to
the date hereof (collectively, the “SEC Filings”).  The SEC Filings
are the only periodic reports required of the Company pursuant to the 1934 Act
for such period.


    
      
         


      

      
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    4.7           Use of
Proceeds.  The net proceeds of the sale of the Shares hereunder
shall be used by the Company for working capital and general corporate
purposes.

    


    4.8           No Material Adverse
Change.  Since December 31, 2007, except as identified and
described in the SEC Filings or as described on Schedule 4.8, there
has not been:

    


      (i)           any
change in the consolidated assets, liabilities, financial condition or operating
results of the Company except as reflected in the financial statements included
in the Company’s Quarterly Report on Form 10-Q for the quarter ended September
30, 2008 and except for changes since September 30, 2008 in the ordinary course
of business which have not had and could not reasonably be expected to have a
Material Adverse Effect, individually or in the aggregate;

    


      (ii)          any
declaration or payment of any dividend, or any authorization or payment of any
distribution, on any of the capital stock of the Company, or any redemption or
repurchase of any securities of the Company;

    
 

      (iii)         any
material damage, destruction or loss, whether or not covered by insurance to any
assets or properties of the Company or its Subsidiaries;

    


      (iv)         any
waiver, not in the ordinary course of business, by the Company or any Subsidiary
of a material right or of a material debt owed to it;

    


      (v)          any
change or amendment to the Company's Certificate of Incorporation or Bylaws, or
material change to any material contract or arrangement by which the Company or
any Subsidiary is bound or to which any of their respective assets or properties
is subject;

    


      (vi)         any
material labor difficulties or labor union organizing activities with respect to
employees of the Company or any Subsidiary;

    
 

      (vii)        any
material transaction entered into by the Company or a Subsidiary other than in
the ordinary course of business;

    


      (vii)        the
loss of the services of any key employee, or material change in the composition
or duties of the senior management of the Company or any Subsidiary;
or

    


      (viii)       any
other event or condition of any character that has had or could reasonably be
expected to have a Material Adverse Effect.

     

    
      
        
        

      

      
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    4.9          SEC Filings; S-3
Eligibility.

    


    (a)          At
the time of filing thereof, the SEC Filings complied as to form in all material
respects with the requirements of the 1934 Act and did 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 the light of the circumstances
under which they were made, not misleading.

    


    (b)          The
Company is eligible to use Form S-3 to register the Registrable Securities (as
such term is defined in the Registration Rights Agreement) for sale by the
Investors as contemplated by the Registration Rights Agreement.

    


    4.10         No Conflict, Breach,
Violation or Default.  The execution, delivery and performance
of the Transaction Documents by the Company and the issuance and sale of the
Securities will not conflict with or result in a breach or violation of any of
the terms and provisions of, or constitute a default under (i) the Company’s
Certificate of Incorporation or the Company’s Bylaws, both as in effect on the
date hereof (true and complete copies of which have been made available to the
Investors through the EDGAR system), or (ii)(a) any statute, rule, regulation or
order of any governmental agency or body or any court, domestic or foreign,
having jurisdiction over the Company, any Subsidiary or any of their respective
assets or properties, or (b) any agreement or instrument to which the Company or
any Subsidiary is a party or by which the Company or a Subsidiary is bound or to
which any of their respective assets or properties is subject, except, in the
case of clause (ii) only, such breaches, violations or defaults that
individually or in the aggregate would not cause a Material Adverse
Effect.

    


    4.11         Tax
Matters.  The Company and each Subsidiary has timely prepared
and filed all tax returns required to have been filed by the Company or such
Subsidiary with all appropriate governmental agencies and timely paid all taxes
shown thereon or otherwise owed by it, except as would not have a Material
Adverse Effect.  The charges, accruals and reserves on the books of
the Company in respect of taxes for all fiscal periods are adequate in all
material respects, and there are no material unpaid assessments against the
Company or any Subsidiary.  All taxes and other assessments and levies
that the Company or any Subsidiary is required to withhold or to collect for
payment have been duly withheld and collected and paid to the proper
governmental entity or third party when due.  There are no tax liens
or claims pending or, to the Company’s Knowledge, threatened against the Company
or any Subsidiary or any of their respective assets or
property.  Except as described on Schedule 4.11, there
are no outstanding tax sharing agreements or other such arrangements between the
Company and any Subsidiary or other corporation or entity.

    


    4.12         Title to
Properties.  Except as disclosed in the SEC Filings, the
Company and each Subsidiary has good and marketable title to all real properties
and all other properties and assets owned by it, in each case free from liens,
encumbrances and defects that would materially affect the value thereof or
materially interfere with the use made or currently planned to be made thereof
by them; and except as disclosed in the SEC Filings, the Company and each
Subsidiary holds any leased real or personal property under valid and
enforceable leases with no exceptions that would materially interfere with the
use made or currently planned to be made thereof by them.


    
      
         


      

      
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    4.13          Certificates, Authorizations
and Permits.  The Company and each Subsidiary possess adequate
certificates, authorizations or permits issued by appropriate governmental
agencies or bodies necessary to conduct the business now operated by it, except
where the failure to possess such certificates, authorizations or permits has
not had and could not reasonably be expected to have a Material Adverse Effect,
and neither the Company nor any Subsidiary has received any notice of
proceedings relating to the revocation or modification of any such certificate,
authority or permit that, if determined adversely to the Company or such
Subsidiary, could reasonably be expected to have a Material Adverse Effect,
individually or in the aggregate.

    


    4.14         Labor Matters.

    


    (a)           Except as set forth on Schedule 4.14, the Company is not a party to or bound by any
collective bargaining agreements or other agreements with labor
organizations.  The Company has not violated in any material respect
any laws, regulations, orders or contract terms, affecting the collective
bargaining rights of employees, labor organizations or any laws, regulations or
orders affecting employment discrimination, equal opportunity employment, or
employees’ health, safety, welfare, wages and hours.

    


    (b)           (i) There are no labor disputes existing, or to the
Company's Knowledge, threatened, involving strikes, slow-downs, work stoppages,
job actions, disputes, lockouts or any other disruptions of or by the Company's
employees, (ii) there are no unfair labor practices or petitions for election
pending or, to the Company's Knowledge, threatened before the National Labor
Relations Board or any other federal, state or local labor commission relating
to the Company's employees, (iii) no demand for recognition or certification
heretofore made by any labor organization or group of employees is pending with
respect to the Company and (iv) to the Company's Knowledge, the Company enjoys
good labor and employee relations with its employees and labor
organizations.

    


    (c)           The Company is, and at all times has been, in compliance
in all material respects with all applicable laws respecting employment
(including laws relating to classification of employees and independent
contractors) and employment practices, terms and conditions of employment, wages
and hours, and immigration and naturalization.  There are no claims
pending against the Company before the Equal Employment Opportunity Commission
or any other administrative body or in any court asserting any violation of
Title VII of the Civil Rights Act of 1964, the Age Discrimination Act of 1967,
42 U.S.C. §§ 1981 or 1983 or any other federal, state or local Law, statute or
ordinance barring discrimination in employment.

    


    (d)           Except as disclosed in the SEC Filings or as described
on Schedule
4.14, the Company is not a party to, or
bound by, any employment or other contract or agreement that contains any
severance, termination pay or change of control liability or obligation,
including, without limitation, any “excess parachute payment,” as defined in
Section 280G(b) of the Internal Revenue Code.


    
      
         


      

      
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    (e)          Except as specified in Schedule 4.14, each of the Company's employees is a Person who is
either a United States citizen or a permanent resident entitled to work in the
United States.  To the Company's Knowledge, the Company has no
liability for the improper classification by the Company of such employees as
independent contractors or leased employees prior to the
Closing.

    


    4.15        Intellectual
Property.

    


    (a)           To
the Company’s Knowledge, all Intellectual Property of the Company and its
Subsidiaries is currently in compliance with all legal requirements (including
timely filings, proofs and payments of fees) and is valid and
enforceable.  No Intellectual Property of the Company or its
Subsidiaries which is necessary for the conduct of Company’s and each of its
Subsidiaries’ respective businesses as currently conducted or as currently
proposed to be conducted has been or is now involved in any cancellation or
litigation, and, to the Company’s Knowledge, no such action is
threatened.  No patent of the Company or its Subsidiaries has been or
is now involved in any interference, reissue, re-examination, cancellation or
opposition proceeding.

    


    (b)           To
the Company’s Knowledge, all of the licenses and sublicenses and consent,
royalty or other agreements concerning Intellectual Property which are necessary
for the conduct of the Company’s and each of its Subsidiaries’ respective
businesses as currently conducted or as currently proposed to be conducted to
which the Company or any Subsidiary is a party or by which any of their assets
are bound (other than  generally commercially available, non-custom,
off-the-shelf software application programs having a retail acquisition price of
less than $10,000 per license) (collectively, “License Agreements”) are valid
and binding obligations of the Company or its Subsidiaries that are parties
thereto and, to the Company’s Knowledge, the other parties thereto, enforceable
in accordance with their terms, except to the extent that enforcement thereof
may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other similar laws affecting the enforcement of creditors’ rights
generally, and to the Company’s Knowledge there exists no event or condition
which will result in a material violation or breach of or constitute (with or
without due notice or lapse of time or both) a default by the Company or any of
its Subsidiaries under any such License Agreement.

    


    (c)           To
the Company’s Knowledge, the Company and its Subsidiaries own or have the valid
right to use all of the Intellectual Property that is necessary for the conduct
of the Company’s and each of its Subsidiaries’ respective businesses as
currently conducted or as currently proposed to be conducted and for the
ownership, maintenance and operation of the Company’s and its Subsidiaries’
properties and assets, free and clear of all liens, encumbrances, adverse claims
or obligations to license all such owned Intellectual Property and Confidential
Information, other than licenses entered into in the ordinary course of the
Company’s and its Subsidiaries’ businesses.  To the Company’s
Knowledge, the Company and its Subsidiaries have a valid and enforceable right
to use all third party Intellectual Property and Confidential Information used
or held for use in the respective businesses of the Company and its
Subsidiaries.


    
      
         


      

      
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    (d)           To
the Company’s Knowledge, the conduct of the Company’s and its Subsidiaries’
businesses as currently conducted does not infringe or otherwise impair or
conflict with (collectively, “Infringe”) any Intellectual Property rights of any
third party or any confidentiality obligation owed to a third party, and, to the
Company’s Knowledge, the Intellectual Property and Confidential Information of
the Company and its Subsidiaries which are necessary for the conduct of
Company’s and each of its Subsidiaries’ respective businesses as currently
conducted or as currently proposed to be conducted are not being Infringed by
any third party.  There is no litigation or order pending or
outstanding or, to the Company’s Knowledge, threatened or imminent, that seeks
to limit or challenge or that concerns the ownership, use, validity or
enforceability of any Intellectual Property or Confidential Information of the
Company and its Subsidiaries and the Company’s and its Subsidiaries’ use of any
Intellectual Property or Confidential Information owned by a third party, and,
to the Company’s Knowledge, there is no valid basis for the same.

    


    (e)           The
consummation of the transactions contemplated hereby and by the other
Transaction Documents will not result in the alteration, loss, impairment of or
restriction on the Company’s or any of its Subsidiaries’ ownership or right to
use any of the Intellectual Property or Confidential Information which is
necessary for the conduct of Company’s and each of its Subsidiaries’ respective
businesses as currently conducted or as currently proposed to be
conducted.

    


    (f)           The
Company and its Subsidiaries have taken reasonable steps to protect the
Company’s and its Subsidiaries’ rights in their Intellectual Property and
Confidential Information.  To the Company’s Knowledge, each employee,
consultant and contractor who has had access to Confidential Information which
is necessary for the conduct of Company’s and each of its Subsidiaries’
respective businesses as currently conducted or as currently proposed to be
conducted has agreed to maintain the confidentiality of such Confidential
Information.  Except under confidentiality obligations, to the
Company’s Knowledge, there has been no material disclosure of any of the
Company’s or its Subsidiaries’ Confidential Information to any third
party.

    


    4.16         Environmental
Matters.  Neither the Company nor any Subsidiary is in
violation of any statute, rule, regulation, decision or order of any
governmental agency or body or any court, domestic or foreign, relating to the
use, disposal or release of hazardous or toxic substances or relating to the
protection or restoration of the environment or human exposure to hazardous or
toxic substances (collectively, “Environmental Laws”), owns or operates any real
property contaminated with any substance that is subject to any Environmental
Laws, is liable for any off-site disposal or contamination pursuant to any
Environmental Laws, or is subject to any claim relating to any Environmental
Laws, which violation, contamination, liability or claim has had or could
reasonably be expected to have a Material Adverse Effect, individually or in the
aggregate; and there is no pending or, to the Company’s Knowledge, threatened
investigation that might lead to such a claim.

    


    4.17         Litigation.  Except
as described on Schedule 4.17, there
are no pending actions, suits or proceedings against or affecting the Company,
its Subsidiaries or any of its or their properties; and to the Company’s
Knowledge, no such actions, suits or proceedings are threatened or
contemplated.  Neither the Company nor any Subsidiary, nor, to the
Company’s Knowledge, any director or officer thereof, is or since January 1,
2007 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 Company’s Knowledge,
there is not pending or contemplated, any investigation by the SEC involving the
Company or any current or former director or officer of the
Company.  The SEC 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 1933 Act or the 1934 Act.


    
      
         


      

      
        -10-

        
          

        

      

      
         


      

    

    


    4.18           Financial
Statements.  The financial statements included in each SEC
Filing present fairly, in all material respects, the consolidated financial
position of the Company as of the dates shown and its consolidated results of
operations and cash flows for the periods shown, and such financial statements
have been prepared in conformity with United States generally accepted
accounting principles applied on a consistent basis (“GAAP”) (except as may be
disclosed therein or in the notes thereto, and, in the case of quarterly
financial statements, as permitted by Form 10-Q under the 1934
Act).  Except as set forth in the financial statements of the Company
included in the SEC Filings filed prior to the date hereof or as described on
Schedule 4.18,
neither the Company nor any of its Subsidiaries has incurred any liabilities,
contingent or otherwise, except those incurred in the ordinary course of
business, consistent (as to amount and nature) with past practices since the
date of such financial statements, none of which, individually or in the
aggregate, have had or could reasonably be expected to have a Material Adverse
Effect.

    


    4.19           Insurance
Coverage.  The Company and each Subsidiary maintains in full
force and effect insurance coverage that its Board of Directors has determined
is reasonable for the business being conducted and properties owned or leased by
the Company and each Subsidiary, and the Company reasonably believes such
insurance coverage to be adequate against all liabilities, claims and risks
against which it is customary for comparably situated companies to
insure.

    


    4.20           Compliance with Nasdaq
Continued Listing Requirements.  The Company is in compliance
with applicable Nasdaq continued listing requirements.  There are no
proceedings pending or, to the Company’s Knowledge, threatened against the
Company relating to the continued listing of the Common Stock on Nasdaq and the
Company has not received any notice of, nor to the Company’s Knowledge is there
any basis for, the delisting of the Common Stock from Nasdaq.

    


    4.21           Brokers and
Finders.  No Person will have, as a result of the transactions
contemplated by the Transaction Documents, any valid right, interest or claim
against or upon the Company, any Subsidiary or an Investor for any commission,
fee or other compensation pursuant to any agreement, arrangement or
understanding entered into by or on behalf of the Company, other than as
described in Schedule
4.21.

    


    4.22           No Directed Selling Efforts
or General Solicitation.  Neither the Company nor any Person
acting on its behalf has conducted any general solicitation or general
advertising (as those terms are used in Regulation D) in connection with the
offer or sale of any of the Shares.


    
      
         


      

      
        -11-

        
          

        

      

      
         


      

    

    


    4.23           No Integrated
Offering.  Neither the Company nor any of its Affiliates, nor
any Person acting on its or their behalf has, directly or indirectly, made any
offers or sales of any Company security or solicited any offers to buy any
security, under circumstances that would adversely affect reliance by the
Company on Section 4(2) or Rule 506 of Regulation D for the exemption from
registration for the transactions contemplated hereby or would require
registration of the Shares under the 1933 Act.

    


    4.24           Private
Placement.  Subject to the accuracy of the representations and
warranties of each Investor set forth in Section 5 hereof, the offer and sale of
the Shares to the Investors as contemplated hereby is exempt from the
registration requirements of the 1933 Act.

    


    4.25           Questionable
Payments.  Neither
the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any of
their respective current or former stockholders, directors, officers, employees,
agents or other Persons acting on behalf of the Company or any Subsidiary, has
on behalf of the Company or any Subsidiary or in connection with their
respective businesses: (a) used any corporate funds for unlawful contributions,
gifts, entertainment or other unlawful expenses relating to political activity;
(b) made any direct or indirect unlawful payments to any governmental officials
or employees from corporate funds; (c) established or maintained any unlawful or
unrecorded fund of corporate monies or other assets; (d) made any false or
fictitious entries on the books and records of the Company or any Subsidiary; or
(e) made any unlawful bribe, rebate, payoff, influence payment, kickback or
other unlawful payment of any nature.

    


    4.26           Transactions with
Affiliates.  Except as disclosed in the SEC Filings or as
disclosed on Schedule
4.26, none of the officers or directors of the Company and, to the
Company’s Knowledge, none of the employees of the Company is presently a party
to any transaction with the Company or any Subsidiary (other than as holders of
stock options and/or warrants, and 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 Company’s Knowledge, any entity in which
any officer, director, or any such employee has a substantial interest or is an
officer, director, trustee or partner.


    
      
         


      

      
        -12-

        
          

        

      

      
         


      

    


    4.27           Internal
Controls.  The Company is in
material compliance with the provisions of the Sarbanes-Oxley Act of 2002
currently applicable to the Company.  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 1934 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 the 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 1934 Act, as the case may be, is being
prepared.  The Company's certifying officers have evaluated the
effectiveness of the Company's disclosure controls and procedures as of the end
of the period covered by the most recently filed periodic report under the 1934
Act (such date, the "Evaluation Date").  The Company presented in its
most recently filed periodic report under the 1934 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 308
of Regulation S-K) or, to the Company's Knowledge, in other factors that could
reasonably be expected to significantly affect the Company's internal
controls.  The Company maintains and will continue to maintain a
standard system of accounting established and administered in accordance with
GAAP and the applicable requirements of the 1934 Act.

    


    4.28           Disclosures.  Neither
the Company nor any Person acting on its behalf has provided the Investors or
their agents or counsel with any information that constitutes or might
constitute material, non-public information, other than the terms of the
transactions contemplated hereby.

    


    5.           Representations and
Warranties of the Investors.  Each of the Investors hereby
severally, and not jointly, represents and warrants to the Company
that:

    


    5.1           Organization and
Existence.  Such Investor is either an individual or a validly
existing corporation, limited partnership or limited liability company and has
all requisite corporate, partnership or limited liability company power and
authority to invest in the Shares pursuant to this Agreement, and to enter into
and to consummate the transactions contemplated by the Transaction Documents and
otherwise carry out its obligations hereunder and thereunder.

    


    5.2           Authorization.  The
execution, delivery and performance by such Investor of the Transaction
Documents to which such Investor is a party have been duly authorized and each
will constitute the valid and legally binding obligation of such Investor,
enforceable against such Investor in accordance with their respective terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability, relating to or affecting
creditors’ rights generally.

    


    5.3           Purchase Entirely for Own
Account.  The Shares to be received by such Investor hereunder
will be acquired for such Investor’s own account, not as nominee or agent, and
not with a view to the resale or distribution of any part thereof in violation
of the 1933 Act, and such Investor has no present intention of selling, granting
any participation in, or otherwise distributing the same in violation of the
1933 Act, without prejudice, however, to such
Investor’s right at all times to sell or otherwise dispose of all or any part of
such Shares in compliance with applicable
federal and state securities laws.  Nothing contained herein shall be deemed a
representation or warranty by such Investor to hold the Shares for any period of time.  Such Investor
is not a broker-dealer registered with the SEC under the 1934 Act or an entity
engaged in a business that would require it to be so registered.  Such
Investor, if an entity, is acquiring the Shares in the ordinary course of
business.


    
      
         


      

      
        -13-

        
          

        

      

      
         


      

    

    


    5.4           Investment
Experience.  Such Investor acknowledges that it can bear the
economic risk and complete loss of its investment in the Shares and has such
knowledge and experience in financial or business matters that it is capable of
evaluating the merits and risks of the investment contemplated
hereby.

    


    5.5           Disclosure of
Information.  Such Investor has had an opportunity to receive
all information related to the Company requested by it and to ask questions of
and receive answers from the Company regarding the Company, its business and the
terms and conditions of the offering of the Shares.  Such Investor
acknowledges receipt of copies of the SEC Filings.  Neither such
inquiries nor any other due diligence investigation conducted by such Investor
shall modify, limit or otherwise affect such Investor’s right to rely on the
Company’s representations and warranties contained in this
Agreement.

    


    5.6           Restricted
Securities.  Such Investor understands that the Shares are
characterized as “restricted securities” under the U.S. federal securities laws
inasmuch as they are being acquired from the Company in a transaction not
involving a public offering and that under such laws and applicable regulations
such securities may be resold without registration under the 1933 Act only in
certain limited circumstances.  In connection with any transfer of
Shares other than (i) pursuant to an effective registration statement or Rule
144, (ii) to the Company or (iii) to an Affiliate of such Investor, Investor
understands that the Company may require the transferor thereof to provide to
the Company an opinion of counsel selected by the transferor and reasonably
acceptable to the Company, 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 Shares 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 an Investor under
this Agreement and the Registration Rights Agreement.

    


    5.7           Legends.  It
is understood that, except as provided below, certificates evidencing the Shares
may bear the following or any similar legend:

    


     (a)           “The
securities represented hereby have not been registered under the Securities Act
of 1933, as amended, or any state securities laws.  The securities
represented hereby may not be transferred unless (i) such securities have been
registered for sale pursuant to the Securities Act of 1933, as amended, (ii)
such securities may be sold without restriction pursuant to Rule 144, or (iii)
the Company has received an opinion of counsel reasonably satisfactory to it
that such transfer may lawfully be made without registration under the
Securities Act of 1933 or qualification under applicable state securities
laws.”

    


     (b)           If
required by the authorities of any state in connection with the issuance of sale
of the Shares, the legend required by such state authority.

    


    5.8           Accredited
Investor.  Such Investor is an accredited investor as defined
in Rule 501(a) of Regulation D, as amended, under the 1933 Act.


    
      
         


      

      
        -14-

        
          

        

      

      
         


      

    

    


    5.9           No General
Solicitation.  Such Investor did not learn of the investment in
the Shares as a result of any general solicitation or general
advertising.

    


    5.10         Brokers and
Finders.  No Person will have, as a result of the transactions
contemplated by the Transaction Documents, any valid right, interest or claim
against or upon the Company, any Subsidiary or an Investor for any commission,
fee or other compensation pursuant to any agreement, arrangement or
understanding entered into by or on behalf of such Investor.

    


    5.11         Prohibited
Transactions.  Since the earlier of (a) such time as such
Investor was first contacted by the Company or any other Person acting on behalf
of the Company regarding the transactions contemplated hereby or (b) thirty (30)
days prior to the date hereof, neither such Investor nor any Affiliate of such
Investor which (x) had knowledge of the transactions contemplated hereby, (y)
has or shares discretion relating to such Investor’s investments or trading or
information concerning such Investor’s investments, including in respect of the
Shares, or (z) is subject to such Investor’s review or input concerning such
Affiliate’s investments or trading (collectively, “Trading Affiliates”) has,
directly or indirectly, effected or agreed to effect any short sale, whether or
not against the box, established any “put equivalent position” (as defined in
Rule 16a-1(h) under the 1934 Act) with respect to the Common Stock, granted any
other right (including, without limitation, any put or call option) with respect
to the Common Stock or with respect to any security that includes, relates to or
derived any significant part of its value from the Common Stock or otherwise
sought to hedge its position in the Shares (each, a “Prohibited
Transaction”).  Prior to the earliest to occur of (i) the termination
of this Agreement, (ii) the Effective Date or (iii) the Effectiveness Deadline,
such Investor shall not, and shall cause its Trading Affiliates not to, engage,
directly or indirectly, in a Prohibited Transaction.  Such Investor
acknowledges that the representations, warranties and covenants contained in
this Section 5.11 are being made for the benefit of the Investors as well as the
Company and that each of the other Investors shall have an independent right to
assert any claims against such Investor arising out of any breach or violation
of the provisions of this Section 5.11.

    


    6.  Conditions to
Closing.

    


    6.1         Conditions to the Investors’
Obligations. The obligation of each Investor to purchase the Shares at
the Closing is subject to the fulfillment to such Investor’s satisfaction, on or
prior to the Closing Date, of the following conditions, any of which may be
waived by such Investor (as to itself only):

    


    (a)           The
representations and warranties made by the Company in Section 4 hereof qualified
as to materiality shall be true and correct at all times prior to and on the
Closing Date, except to the extent any such representation or warranty expressly
speaks as of an earlier date, in which case such representation or warranty
shall be true and correct as of such earlier date, and, the representations and
warranties made by the Company in Section 4 hereof not qualified as to
materiality shall be true and correct in all material respects at all times
prior to and on the Closing Date, except to the extent any such representation
or warranty expressly speaks as of an earlier date, in which case such
representation or warranty shall be true and correct in all material respects as
of such earlier date.  The Company shall have performed in all
material respects all obligations and covenants herein required to be performed
by it on or prior to the Closing Date.

    


    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

    


    (b)           The
Company shall have obtained any and all consents, permits, approvals,
registrations and waivers necessary or appropriate for consummation of the
purchase and sale of the Shares and the consummation of the other transactions
contemplated by the Transaction Documents, all of which shall be in full force
and effect.

    


    (c)           The
Company shall have executed and delivered the Registration Rights
Agreement.

    


    (d)           [intentionally
omitted]

    


    (e)           No
judgment, writ, order, injunction, award or decree of or by any court, or judge,
justice or magistrate, including any bankruptcy court or judge, or any order of
or by any governmental authority, shall have been issued, and no action or
proceeding shall have been instituted by any governmental authority, enjoining
or preventing the consummation of the transactions contemplated hereby or in the
other Transaction Documents.

    


    (f)           The
Company shall have delivered a Certificate, executed on behalf of the Company by
its Chief Executive Officer or its Chief Financial Officer, dated as of the
Closing Date, certifying to the fulfillment of the conditions specified in
subsections (a), (b), (e) and (i) of this Section 6.1.

    


    (g)           The
Company shall have delivered a Certificate, executed on behalf of the Company by
its Secretary, dated as of the Closing Date, certifying the resolutions adopted
by the Board of Directors of the Company approving the transactions contemplated
by this Agreement and the other Transaction Documents and the issuance of the
Shares, certifying the current versions of the Certificate of Incorporation and
Bylaws of the Company and certifying as to the signatures and authority of
persons signing the Transaction Documents and related documents on behalf of the
Company.

    


    (h)           The
Investors shall have received an opinion from Willkie Farr & Gallagher LLP,
the Company's counsel, dated as of the Closing Date, in form and substance
reasonably acceptable to the Investors and addressing such legal matters as the
Investors may reasonably request.

    


    (i)           No
stop order or suspension of trading shall have been imposed by Nasdaq, the SEC
or any other governmental or regulatory body with respect to public trading in
the Common Stock.

    


    6.2         Conditions to Obligations of
the Company. The Company's obligation to sell and issue the Shares at the
Closing is subject to the fulfillment to the satisfaction of the Company on or
prior to the Closing Date of the following conditions, any of which may be
waived by the Company:

    


    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

    


    (a)           The
representations and warranties made by the Investors in Section 5 hereof, other
than the representations and warranties contained in Sections 5.3, 5.4, 5.5,
5.6, 5.7, 5.8 and 5.9 (the “Investment Representations”), shall be true and
correct in all material respects when made, and shall be true and correct in all
material respects on the Closing Date with the same force and effect as if they
had been made on and as of said date.  The Investment Representations
shall be true and correct in all respects when made, and shall be true and
correct in all respects on the Closing Date with the same force and effect as if
they had been made on and as of said date.  The Investors shall have
performed in all material respects all obligations and covenants herein required
to be performed by them on or prior to the Closing Date.

    


    (b)           The
Investors shall have executed and delivered the Registration Rights
Agreement.

    


    (c)           The
Investors shall have delivered the Purchase Price to the Company.

    


    6.3         Termination of Obligations
to Effect Closing; Effects.

    


    (a)           The
obligations of the Company, on the one hand, and the Investors, on the other
hand, to effect the Closing shall terminate as follows:

    


    (i)           Upon
the mutual written consent of the Company and the Investors;

    


    (ii)           By
the Company if any of the conditions set forth in Section 6.2 shall have become
incapable of fulfillment, and shall not have been waived by the
Company;

    


    (iii)           By
an Investor (with respect to itself only) if any of the conditions set forth in
Section 6.1 shall have become incapable of fulfillment, and shall not have been
waived by the Investor; or

    


    (iv)           By
either the Company or any Investor (with respect to itself only) if the Closing
has not occurred on or prior to March 15, 2009;

    


    provided,
however, that, except in the case of clause (i) above, the party seeking to
terminate its obligation to effect the Closing shall not then be in breach of
any of its representations, warranties, covenants or agreements contained in
this Agreement or the other Transaction Documents if such breach has resulted in
the circumstances giving rise to such party’s seeking to terminate its
obligation to effect the Closing.

    


    (b)           In
the event of termination by the Company or any Investor of its obligations to
effect the Closing pursuant to this Section 6.3, written notice thereof shall
forthwith be given to the other Investors by the Company and the other Investors
shall have the right to terminate their obligations to effect the Closing upon
written notice to the Company and the other Investors.  Nothing in
this Section 6.3 shall be deemed to release any party from any liability for any
breach by such party of the terms and provisions of this Agreement or the other
Transaction Documents or to impair the right of any party to compel specific
performance by any other party of its obligations under this Agreement or the
other Transaction Documents.

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    7.           Covenants and Agreements of
the Company.

    


    7.1           [intentionally
omitted]

    


    7.2           No Conflicting
Agreements.  The Company will not take any action, enter into
any agreement or make any commitment that would conflict or interfere in any
material respect with the Company’s obligations to the Investors under the
Transaction Documents.

    


    7.3           Insurance.  The
Company shall not materially reduce the insurance coverages described in Section
4.19.

    


    7.4           Compliance with
Laws.  The Company will comply in all material respects with
all applicable laws, rules, regulations, orders and decrees of all governmental
authorities.

    


    7.5           Listing of Underlying Shares
and Related Matters.  The Company shall take all necessary
action to cause the Shares to be listed on the Nasdaq Capital Market as soon as
practicable on or after the Closing Date.  Without limiting the
generality of the foregoing, no later than five Business Days after the Closing
Date, the Company shall file with Nasdaq a Notification Form: Listing of
Additional Shares for the listing of the Shares on the Nasdaq Capital Market, a
copy of which shall be provided to the Investors.  Further, if the
Company applies to have its Common Stock or other securities traded on any other
principal stock exchange or market, it shall include in such application the
Shares and will take such other action as is necessary to cause such Common
Stock to be so listed.  The Company will use commercially reasonable
efforts to continue the listing and trading of its Common Stock on the Nasdaq
Capital Market and, in accordance, therewith, will use commercially reasonable
efforts to comply in all respects with the Company’s reporting, filing and other
obligations under the bylaws or rules of such market or exchange, as
applicable.

    


    7.6           Termination of
Covenants.  The provisions of Sections 7.2 through 7.4 shall
terminate and be of no further force and effect on the date on which the
Company’s obligations under the Registration Rights Agreement to register or
maintain the effectiveness of any registration covering the Registrable
Securities (as such term is defined in the Registration Rights Agreement) shall
terminate.

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    7.7           Removal of
Legends.  In connection with any sale or disposition of the
Shares by an Investor pursuant to Rule 144 or pursuant to any other exemption
under the 1933 Act such that the purchaser acquires freely tradable shares and
upon compliance by the Investor with the requirements of this Agreement, the
Company shall cause the transfer agent for the Common Stock (the “Transfer
Agent”) to issue replacement certificates representing the Shares sold or
disposed of without restrictive legends.  Upon the earlier of (i)
registration for resale pursuant to the Registration Rights Agreement or (ii)
the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the
Company shall (A) deliver to the Transfer Agent irrevocable instructions that
the Transfer Agent shall reissue a certificate representing shares of Common
Stock without legends upon receipt by such Transfer Agent of the legended
certificates for such shares, together with either (1) a customary
representation by the Investor that Rule 144 applies to the shares of Common
Stock represented thereby or (2) a statement by the Investor that such Investor
has sold the shares of Common Stock represented thereby in accordance with the
Plan of Distribution contained in the Registration Statement, and (B) cause its
counsel to deliver to the Transfer Agent one or more blanket opinions to the
effect that the removal of such legends in such circumstances may be effected
under the 1933 Act.  From and after the earlier of such dates, upon an
Investor’s written request, the Company shall promptly cause certificates
evidencing the Investor’s Shares to be replaced with certificates which do not
bear such restrictive legends.  When the Company is required to cause
an unlegended certificate to replace a previously issued legended certificate,
if: (1) the unlegended certificate is not delivered to an Investor within three
(3) Business Days of submission by that Investor of a legended certificate and
supporting documentation to the Transfer Agent as provided above and (2) prior
to the time such unlegended certificate is received by the Investor, the
Investor, or any third party on behalf of such Investor or for the Investor’s
account, purchases (in an open market transaction or otherwise) shares of Common
Stock to deliver in satisfaction of a sale by the Investor of shares represented
by such certificate (a “Buy-In”), then the Company shall pay in cash to the
Investor (for costs incurred either directly by such Purchaser or on behalf of a
third party) the amount by which the total purchase price paid for Common Stock
as a result of the Buy-In (including brokerage commissions, if any) exceeds the
proceeds received by such Investor as a result of the sale to which such Buy-In
relates.  The Investor shall provide the Company written notice
indicating the amounts payable to the Investor in respect of the
Buy-In.

    


    7.8           Equal Treatment of
Investors.  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 Investor
by the Company and negotiated separately by each Investor, and is intended for
the Company to treat the Investors as a class and shall not in any way be
construed as the Investors acting in concert or as a group with respect to the
purchase, disposition or voting of Shares or otherwise.

    


    8.           Survival and
Indemnification.

    


    8.1  Survival.  The
representations, warranties, covenants and agreements contained in this
Agreement shall survive the Closing of the transactions contemplated by this
Agreement; provided, however, that the representations and warranties contained
in this Agreement (other than Sections 4.1, 4.2 and 4.4) shall expire and be of
no further force and effect from and after the first anniversary of the Closing
Date.

    


    8.2  Indemnification.  The
Company agrees to indemnify and hold harmless each Investor and its Affiliates
and their respective directors, officers, employees and agents from and against
any and all losses, claims, damages, liabilities and expenses (including without
limitation reasonable attorney fees and disbursements and other expenses
incurred in connection with investigating, preparing or defending any action,
claim or proceeding, pending or threatened and the costs of enforcement thereof)
(collectively, “Losses”) to which such Person may become subject as a result of
any breach of representation, warranty, covenant or agreement made by or to be
performed on the part of the Company under the Transaction Documents, and will
reimburse any such Person for all such amounts as they are incurred by such
Person.

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    8.3  Conduct of Indemnification
Proceedings.  Promptly
after receipt by any Person (the “Indemnified Person”) of
notice of any demand, claim or circumstances which would or might give rise to a
claim or the commencement of any action, proceeding or investigation in respect
of which indemnity may be sought pursuant to Section 8.2, such Indemnified
Person shall promptly notify the Company in writing and the Company shall assume
the defense thereof, including the employment of counsel reasonably satisfactory
to such Indemnified Person, and shall assume the payment of all fees and
expenses; provided, however, that the failure of any
Indemnified Person so to notify the Company shall not relieve the Company of its
obligations hereunder except to the extent that the Company is materially
prejudiced by such failure to notify.  In any such proceeding, any
Indemnified Person shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Person
unless: (i) the Company and the Indemnified Person shall have mutually agreed to
the retention of such counsel; or (ii) in the reasonable judgment of any such
Indemnified Person based upon written advice of its counsel, representation of
both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them.  The Company shall not be
liable for any settlement of any proceeding effected without its written
consent, which consent shall not be unreasonably withheld, but if settled with
such consent, or if there be a final judgment for the plaintiff, the Company
shall indemnify and hold harmless such Indemnified Person from and against any
loss or liability (to the extent stated above) by reason of such settlement or
judgment.  Without the prior written consent of the Indemnified
Person, which consent shall not be unreasonably withheld, the Company shall not
effect any settlement of any pending or threatened proceeding in respect of
which any Indemnified Person is or could have been a party and indemnity could
have been sought hereunder by such Indemnified Party, unless such settlement
includes an unconditional release of such Indemnified Person from all liability
arising out of such proceeding.

    


    9.           Miscellaneous.

    


    9.1           Successors and
Assigns.  This Agreement may not be assigned by a party hereto
without the prior written consent of the Company or the Investors, as
applicable, provided, however, that an Investor may assign its rights and
delegate its duties hereunder in whole or in part to an Affiliate or to a third
party acquiring some or all of its Shares in a transaction complying with
applicable securities laws without the prior written consent of the Company or
the other Investors.  The provisions of this Agreement shall inure to
the benefit of and be binding upon the respective permitted successors and
assigns of the parties.  Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.

    


    
      
        
        

      

      
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    9.2           Counterparts;
Faxes.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.  This Agreement
may also be executed and transmitted via facsimile, or by portable document
format via electronic mail, which shall be deemed an original.

    


    9.3           Titles and
Subtitles.  The titles and subtitles used in this Agreement are
used for convenience only and are not to be considered in construing or
interpreting this Agreement.

    


    9.4           Notices.  Unless
otherwise provided, any notice required or permitted under this Agreement shall
be given in writing and shall be deemed effectively given as hereinafter
described (i) if given by personal delivery, then such notice shall be deemed
given upon such delivery, (ii) if given by telex or telecopier, then such notice
shall be deemed given upon receipt of confirmation of complete transmittal,
(iii) if given by mail, then such notice shall be deemed given upon the earlier
of (A) receipt of such notice by the recipient or (B) three days after such
notice is deposited in first class mail, postage prepaid, and (iv) if given by
an internationally recognized overnight air courier, then such notice shall be
deemed given one Business Day after delivery to such carrier.  All
notices shall be addressed to the party to be notified at the address as
follows, or at such other address as such party may designate by ten days’
advance written notice to the other party:

    


    If to the Company:

    


    Response
Genetics, Inc.

    1640
Marengo Street

    6th
Floor

    Los
Angeles, California 90033

    Attention:             Thomas
Stankovich

    Denise McNairn

    Fax:           (323)
224-3097

    


    With a copy to:

    


    Willkie
Farr & Gallagher LLP

    787
Seventh Avenue

    New York,
New York 10019-6099

    Attention:  Steven
A. Seidman

    Fax:  (212)
728-9763

    


    If to the Investors:

    


    to the
addresses set forth on the signature pages hereto.

     

    
      
        
        

      

      
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    9.5           Expenses.  The
parties hereto shall pay their own costs and expenses in connection herewith,
except that the Company shall pay to Lowenstein Sandler PC the sum of $10,000 at
Closing; it being understood that Lowenstein Sandler PC has only rendered legal
advice to the Special Situations Funds participating in this transaction and not
to the Company or any other Investor in connection with the transactions
contemplated hereby, and that each of the Company and each Investor has relied
for such matters on the advice of its own respective counsel.  Such
expenses shall be paid upon demand.  The Company shall reimburse the
Investors upon demand for all reasonable out-of-pocket expenses incurred by the
Investors, including without limitation reimbursement of attorneys’ fees and
disbursements, in connection with any amendment, modification or waiver of this
Agreement or the other Transaction Documents.  In the event that legal
proceedings are commenced by any party to this Agreement against another party
to this Agreement in connection with this Agreement or the other Transaction
Documents, the party or parties which do not prevail in such proceedings shall
severally, but not jointly, pay their pro rata share of the reasonable
attorneys’ fees and other reasonable out-of-pocket costs and expenses incurred
by the prevailing party in such proceedings.

    


    9.6           Amendments and
Waivers.  Any term of this Agreement may be amended and the
observance of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of the Company and the Required Investors; provided, however,
that no such amendment or waiver which disproportionately and materially
adversely affects an Investor shall be binding on such Investor without its
written consent.  Any amendment or waiver effected in accordance with
this paragraph shall be binding upon each holder of any Shares purchased under
this Agreement at the time outstanding, each future holder of all such Shares,
and the Company.

    


    9.7           Publicity.  Except
as set forth below, no public release or announcement concerning the
transactions contemplated hereby shall be issued by the Company or the Investors
without the prior consent of the Company (in the case of a release or
announcement by the Investors) or the Investors (in the case of a release or
announcement by the Company) (which consents shall not be unreasonably
withheld), except as such release or announcement may be required by law or the
applicable rules or regulations of any securities exchange or securities market,
in which case the Company or the Investors, as the case may be, shall allow the
Investors or the Company, as applicable, to the extent reasonably practicable in
the circumstances, reasonable time to comment on such release or announcement in
advance of such issuance.  By 8:30 a.m. (New York City time) on the
trading day immediately following the Closing Date, the Company shall issue a
press release disclosing the consummation of the transactions contemplated by
this Agreement.  No later than the fourth trading day following the
Closing Date, the Company will file a Current Report on Form 8-K attaching the
press release described in the foregoing sentence as well as copies of the
Transaction Documents, which shall be provided to the Investors in draft form
for their review and comment not less than one Business Day prior to
filing.  In addition, the Company will make such other filings and
notices in the manner and time required by the SEC or Nasdaq.

    


    9.8           Severability.  Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof but shall be interpreted as if it were written so as to be
enforceable to the maximum extent permitted by applicable law, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.  To the
extent permitted by applicable law, the parties hereby waive any provision of
law which renders any provision hereof prohibited or unenforceable in any
respect.

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    9.9           Entire
Agreement.  This Agreement, including the Exhibits and the
Disclosure Schedules, and the other Transaction Documents constitute the entire
agreement among the parties hereof with respect to the subject matter hereof and
thereof and supersede all prior agreements and understandings, both oral and
written, between the parties with respect to the subject matter hereof and
thereof.

    


    9.10           Further
Assurances.  The parties shall execute and deliver all such
further instruments and documents and take all such other actions as may
reasonably be required to carry out the transactions contemplated hereby and to
evidence the fulfillment of the agreements herein contained.

    


    9.11           Governing Law; Consent to
Jurisdiction; Waiver of Jury Trial.  This Agreement shall be
governed by, and construed in accordance with, the internal laws of the State of
New York without regard to the choice of law principles thereof.  Each
of the parties hereto irrevocably submits to the exclusive jurisdiction of the
courts of the State of New York located in New York County and the United States
District Court for the Southern District of New York for the purpose of any
suit, action, proceeding or judgment relating to or arising out of this
Agreement and the transactions contemplated hereby.  Service of
process in connection with any such suit, action or proceeding may be served on
each party hereto anywhere in the world by the same methods as are specified for
the giving of notices under this Agreement.  Each of the parties
hereto irrevocably consents to the jurisdiction of any such court in any such
suit, action or proceeding and to the laying of venue in such
court.  Each party hereto irrevocably waives any objection to the
laying of venue of any such suit, action or proceeding brought in such courts
and irrevocably waives any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY
RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS
AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS
WAIVER.

    


    9.12           Independent Nature of
Investors' Obligations and Rights.  The obligations of each Investor under any
Transaction Document are several and not joint with the obligations of any other
Investor, and no Investor shall be responsible in any way for the performance of
the obligations of any other Investor under any Transaction
Document.  The decision of each Investor to purchase
Shares pursuant to the Transaction
Documents has been made by such Investor independently of any other
Investor.  Nothing contained herein or in any Transaction Document,
and no action taken by any Investor pursuant thereto, shall be deemed to
constitute the Investors as a partnership, an association, a joint venture or
any other kind of entity, or create a presumption that the Investors are in any
way acting in concert or as a group with respect to such obligations or the
transactions contemplated by the Transaction Documents.  Each Investor
acknowledges that no other Investor has acted as agent for such Investor in
connection with making its investment hereunder and that no Investor will be
acting as agent of such Investor in connection with monitoring its investment in
the Shares or enforcing its rights under
the Transaction Documents.  Each Investor 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 Investor to be joined as an
additional party in any proceeding for such purpose.  The Company
acknowledges that each of the Investors has been provided with the same
Transaction Documents for the purpose of closing a transaction with multiple
Investors and not because it was required or requested to do so by any
Investor.

    


    [signature
page follows]

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

    IN WITNESS WHEREOF, the parties have
executed this Agreement or caused their duly authorized officers to execute this
Agreement as of the date first above written.

    


    The
Company:                                                RESPONSE
GENETICS, INC.

    


    By: /s/ Kathleen
Danenberg                                      


    Name:  Kathleen
Danenberg

    Title:    President and
Chief Executive Officer

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

     

    The
Investors:                                                 SPECIAL
SITUATIONS FUND III QP, L.P.

    


    By: /s/ Austin W.
Marxe                                       


    Name: Austin W. Marxe

    Title: General Partner

    


    Aggregate
Purchase Price:  $750,000

    Number of
Shares:  750,000

    


    Address
for Notice:

    527
Madison Avenue

    Suite
2600

    New York,
NY  10022

    


    with a copy to:

    


    Lowenstein Sandler PC

    65 Livingston Avenue

    Roseland,
NJ  07068

    Attn:  John D. Hogoboom,
Esq.

    Telephone:             973.597.2500

    Facsimile:              973.597.2400

    


    SPECIAL SITUATIONS CAYMAN FUND,
L.P.

    


    By: /s/ Austin W.
Marxe                                   


    Name: Austin W. Marxe

    Title: General Partner

    


    Aggregate
Purchase Price:  $500,000

    Number of
Shares:  500,000

    


    Address
for Notice:

    527
Madison Avenue

    Suite
2600

    New York,
NY  10022

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

     

    with a copy to:

    


    Lowenstein Sandler PC

    65 Livingston Avenue

    Roseland,
NJ  07068

    Attn:  John D. Hogoboom,
Esq.

    Telephone:            973.597.2500

    Facsimile:             973.597.2400

    


    


    SPECIAL SITUATIONS LIFE SCIENCES FUND,
L.P.

    


    By: /s/ Austin W.
Marxe                                          


    Name: Austin W. Marxe

    Title: General Partner

    


    Aggregate
Purchase Price:  $750,000

    Number of
Shares:  750,000

    


    Address
for Notice:

    527
Madison Avenue

    Suite
2600

    New York,
NY  10022

    


    with a copy to:

    


    Lowenstein Sandler PC

    65 Livingston Avenue

    Roseland,
NJ  07068

    Attn:  John D. Hogoboom,
Esq.

    Telephone:            973.597.2500

    Facsimile:             973.597.2400

    


    
      
        
        

      

      
        -26-