Exhibit 10.18


PLACEMENT AGENCY AGREEMENT


December 4, 2006


National Securities Corporation

875 N. Michigan Avenue, Suite 1560

Chicago, IL 60611

Attn:  Brian Friedman, Director Corporate
Finance


-and-


Brean Murray, Carret & Co., LLC

570 Lexington Avenue, 11th Floor

New York, NY 10022

Attn: John Fletcher, Senior Vice President Investment Banking


Re:          Redpoint
Bio Corporation


Gentlemen:


This Placement Agency Agreement (“Agreement”) sets forth the terms upon which National
Securities Corporation and Brean Murray, Carret & Co., LLC, both registered
broker-dealers and members of the National Association of Securities Dealers,
Inc. (“NASD”) (collectively, together with
their dealers, the “Placement Agent”),
shall be engaged by Redpoint Bio Corporation, a Delaware corporation (“Redpoint”), to act as exclusive Placement
Agent in connection with the private placement (the “Offering”) of units (“Units”) of a
to-be-named public entity (“Pubco”), which
is anticipated will become the publicly-traded parent of Redpoint upon closing
of the Offering.  Each Unit consisting of
one share of common stock of Pubco (the “Common
Stock” or “Shares”) and a three-year warrant to purchase 25% of the
number of Shares purchased (“Warrants”) at
an exercise price of $3.75 per whole share. 
The Offering will consist of a minimum of 8,888,889 Units ($20,000,000)
(the “Minimum Amount”) and a maximum of
12,444,444 Units ($28,000,000) (the “Maximum Amount”).  The Placement Agent shall have the right to
sell up to an additional 2,222,222 Units ($5,000,000) at the same price per
Unit.  Concurrently with the initial
closing of the Offering, Pubco will acquire by merger, through a
wholly-owned subsidiary of Pubco, the
business of Redpoint and, with the proceeds of the Offering, continue the
existing operations of Redpoint as a publicly-traded company (the “Reverse Merger”).


As part of or in conjunction with the Reverse
Merger, Pubco will issue shares of its Common Stock to Redpoint’s then-existing
stockholders and to the investors in the Offering as further described in the
Memorandum (as hereinafter defined).  As
used in this Agreement, unless the context otherwise requires, the term “Company” refers to Pubco and Redpoint on a combined basis
after giving effect to the Offering and the Reverse Merger.


The purchase price for the
Units will be $2.25 per Unit (the “Offering Price”),
with a minimum investment of 20,000 Units ($45,000); provided,
however, that subscriptions in
lesser amounts may be accepted in Redpoint’s and Placement Agent’s
discretion.  The Placement Agent shall
not tender to Redpoint subscriptions for any persons or entities who do not
qualify as “accredited investors,” as such term is defined in Rule 501 of
Regulation D (“Regulation D”) as
promulgated under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). 
The Units will be offered until the earlier of the time that all Units
offered in the Offering are sold or February 5, 2007 (“Initial Offering Period”), which date 



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may be extended by Redpoint and the Placement Agent until April 6, 2007
(this additional period and the Initial Offering Period shall be referred to as
the “Offering Period”).  The date on which the Offering is terminated
shall be referred to as the “Termination Date.”


With respect to the Offering,
Redpoint and Pubco shall provide the Placement Agent, on terms set forth
herein, the right to offer and sell all of the Units being offered.  Redpoint may, in its sole discretion, accept
or reject, in whole or in part, any prospective investment in the Units.  Purchases of Units may be made by the
Placement Agent and its officers, directors, employees and affiliates. All such
purchases, together with purchases by officers, directors, employees and
affiliates of Redpoint or Pubco, may be used to satisfy the Minimum Amount if
the Minimum Amount has not been subscribed for on or before the end of the
Offering Period.


The Offering will be made by Pubco solely pursuant to the Memorandum, which at all times will
be in form and substance reasonably acceptable to Redpoint, the Placement Agent
and their respective counsel and contain such legends and other information as
Redpoint, the Placement Agent and their respective counsel, may, from time to
time, deem necessary and desirable to be set forth therein.  “Memorandum” as
used in this Agreement means Redpoint’s Confidential Private Placement
Memorandum dated December 4, 2006, inclusive of all annexes, and all
amendments, supplements and appendices thereto.


1.             Appointment
of Placement Agent.  On the basis of
the representations and warranties provided herein, and subject to the terms
and conditions set forth herein, the Placement Agent is appointed as exclusive
Placement Agent of Redpoint (and upon the initial closing on the sale of Units
and the consummation of the Reverse Merger, will be the exclusive placement
agent of Pubco which will assume all obligations under this Agreement) during
the Offering Period to assist Redpoint and Pubco in finding qualified
subscribers for the Offering.  The Placement
Agent may sell Units through other broker-dealers who are NASD members and may
reallow all or a portion of the Selling Commissions (as defined herein) and
Placement Agent Warrants (as defined herein) it receives to such other
broker-dealers.  On the basis of such
representations and warranties and subject to such terms and conditions, the
Placement Agent hereby accepts such appointment and agrees to perform its
services hereunder diligently and in good faith and in a professional and
businesslike manner and to use its reasonable efforts to assist Redpoint in
finding subscribers of Units who qualify as “accredited investors,” as such
term is defined in Rule 501 of Regulation D, and to complete the Offering.  The Placement Agent shall also assist Redpoint
in the identification of Pubco and the negotiation of the terms of the Reverse
Merger.  The Placement Agent has no
obligation to purchase any of the Units. 
Unless sooner terminated in accordance with this Agreement, the
engagement of the Placement Agent hereunder shall continue until the later of
the Termination Date or the Final Closing (as defined below).


2A.          Representations
and Warranties of Redpoint.  The
representations and warranties of Redpoint contained in this Section 2 are true
and correct as of the date of this Agreement, except as set forth in the
disclosure schedule attached hereto as Schedule 1.


(a)           Redpoint is a corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation. Redpoint is duly qualified to transact business
as a foreign corporation and is in good standing under the laws of each
jurisdiction where the location of its properties or the conduct of its
business makes such qualification necessary, except where the failure to be so
qualified would not, or could not reasonably be expected to, have a material
adverse effect on the (i) assets, liabilities, results of operations, condition
(financial or otherwise), or business or business prospects of Redpoint or (ii)
ability of Redpoint to perform its obligations under this Agreement or the
Agreement of Merger and Plan of Reorganization to be entered into prior to the
Closing by and among



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Pubco,
Redpoint and other parties (the “Merger
Agreement”) (hereinafter referred to as a “Redpoint Material Adverse Effect”).  Redpoint does not directly or indirectly
control or own any interest in any other corporation, partnership, joint
venture or other business association or entity.


(b)           Redpoint
has all requisite corporate power and authority to conduct its business as
presently conducted and as proposed to be conducted.  Redpoint has all requisite corporate power
and authority to enter into and perform its obligations under this Agreement
and, immediately prior to the Initial Closing, the Merger Agreement.


(c)           None
of the execution and delivery of, or performance by, Redpoint under this
Agreement or, immediately prior to each Closing, the Subscription Agreements,
and the Merger Agreement, will conflict with any term or provision of, or will
result in the creation or imposition of any lien, charge, claim, security
interest, encumbrance, or other restriction (collectively, “Liens”) upon any of the assets of Redpoint under, any other
agreement or other instrument to which Redpoint is a party or by which Redpoint
or its assets are bound, or any term of the charter, by-laws or other
organizational documents of Redpoint, or any license, permit, statute, rule or
regulation applicable to Redpoint or any of its assets, or any judgment,
decree, or order of any court or governmental body having jurisdiction over
Redpoint, except as would not have a Redpoint Material Adverse Effect.


(e)           No
consent, authorization or filing of or with any federal court or government
authority of the United States is required by Redpoint in connection with the
consummation of the transactions contemplated herein, except for required
filings with the United States Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state
securities commissions relating specifically to the Offering or the Reverse
Merger.


(f)            The
Memorandum did not, as of the date of the Memorandum, and as of the date of any
amendment or supplement thereto will not, include any untrue statement of a
material fact or omit to state any material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading.


(g)           The Memorandum has been prepared in
conformity in all material respects with all federal law applicable to the
Offering and Redpoint, and is in compliance with Rule 506 of Regulation D, the
Act and the requirements of all other rules and regulations of the SEC relating
to offerings of the type contemplated by the Offering, and the applicable state
securities laws and the rules and regulations of those jurisdictions in the
United States wherein the Placement Agent has informed Redpoint the Units are
to be offered and sold.  Redpoint has not
taken, nor will it take, any action which conflicts with the conditions and
requirements of, or which would make unavailable with respect to the Offering,
the exemption(s) from registration available pursuant to Rule 506 of Regulation
D or Section 4(2) and/or Section 4(6) of the Act.  None of Redpoint or, to Redpoint’s knowledge,
its affiliates, has been subject to any order, judgment or decree of any court
of competent jurisdiction temporarily, preliminarily or permanently enjoining
such person for failing to comply with Rule 503 of Regulation D.


(h)           Redpoint owns its properties and
assets free and clear of all Liens, except such Liens which are either
disclosed in the Memorandum or otherwise arise in the ordinary course of
business and do not, or could not reasonably be expected to, materially impair
Redpoint’s ownership or use of such property or assets.  Redpoint is in compliance in all material
respects with any leases to which it is a party and, to its knowledge, with
respect to any such leases, holds a valid leasehold interest free of any Liens.


 (i)           Redpoint
has authorized and outstanding the capital stock of Redpoint as set forth in
the Memorandum as of the date set forth therein.  All outstanding shares of capital stock of
Redpoint



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are duly authorized, validly
issued and outstanding, fully paid and non-assessable.  Except as referred to in the Memorandum: (i)
there are no outstanding options, warrants or other rights permitting or
requiring Redpoint or others to purchase or acquire any shares of capital stock
or other equity securities of Redpoint or to pay any dividend or make any other
distribution in respect thereof; (ii) there are no securities issued or
outstanding which are convertible into or exchangeable for shares of capital
stock or other equity securities of Redpoint and there are no contracts,
commitments or understandings to which Redpoint is a party, whether or not in
writing, to issue or grant any such option, warrant, right or convertible or
exchangeable security; (iii) no shares of stock or other securities of Redpoint
are reserved for issuance for any purpose; (iv) there are no voting trusts or
other contracts, commitments, understandings, arrangements or restrictions of
any kind to which Redpoint is a party with respect to the ownership, voting or
transfer of shares of stock or other securities of Redpoint, including without
limitation, any preemptive rights, rights of first refusal, proxies or similar
rights and (v) no person holds a right to require Redpoint to register any
securities of Redpoint under the Act or to participate in any such
registration.  The issued and outstanding
shares of capital stock of Redpoint conform to all statements in relation
thereto contained in the Memorandum and the Memorandum describes all material
terms and conditions thereof.  All
issuances by Redpoint of its securities have been registered or were exempt
from registration under the Act and any applicable state securities laws.


(j)            The financial statements, together
with the related notes, of Redpoint included in the Memorandum present fairly
the financial position of Redpoint as of the respective dates specified and the
results of its operations and cash flow for the respective periods covered
thereby.  Except as set forth in such
financial statements or in the Memorandum, Redpoint has not incurred any
material liabilities of any kind, whether accrued, absolute, contingent or otherwise or entered
into any material transactions subsequent to September 30, 2006.


(k)           The conduct of
business by Redpoint as presently and as proposed to be conducted is not
subject to continuing oversight, supervision, regulation or examination by any
governmental official or body of the United States or any other jurisdiction
wherein Redpoint conducts or proposes to conduct such business, except as
described in the Memorandum and except such regulation as is applicable to life
science, biotechnology, food ingredient and commercial enterprises
generally.  Except as described in the
Memorandum, Redpoint has complied with all applicable laws, regulations,
judgments, decrees or orders of any court or governmental agency or entity
except where the failure to so comply would not have a Redpoint Material
Adverse Effect and has obtained all requisite licenses, permits and other
governmental authorizations to conduct its business as presently conducted and
to be conducted following the consummation of the Merger, except to the extent
the failure to obtain same could not reasonably be expected to have a Redpoint
Material Adverse Effect.  Redpoint has not received any notice of any
violation of, or noncompliance with, any federal, state, local or foreign laws,
ordinances, regulations and orders (including, without limitation, those
relating to environmental protection, occupational safety and health, federal
securities laws, equal employment opportunity, consumer protection, credit
reporting, “truth-in-lending”, and warranties and trade practices) applicable
to its business, the violation of, or noncompliance with, which would have a
Redpoint Material Adverse Effect, and Redpoint knows of no facts or set of
circumstances which would give rise to such a notice.


(l)            Each material
contract of Redpoint that is disclosed in the Memorandum describes the material
terms of such contract in all material respects.  Each material contract is in full force and
effect and is valid and enforceable by and against Redpoint in accordance with
its terms. Except as provided in the Memorandum: (i) neither Redpoint, nor to
Redpoint’s knowledge, any other party is in default in the observance or
performance of any term or obligation to be performed by it under any material
contract; and (ii) no event has occurred which with notice or lapse of time or
both would constitute such a default, in any such case which default or event,
individually or in the aggregate, would



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result in a Redpoint Material Adverse Effect. Except as provided in the
Memorandum, no default exists, and no event has occurred which with notice or
lapse of time or both would constitute a default, in the due performance and
observance of any term, covenant or condition, by Redpoint, of any other
agreement or instrument to which Redpoint or any of its subsidiaries is a party
or by which Company or its properties or business or a subsidiary or its
properties or business is bound which default or event, individually or in the
aggregate, would result in a Material Adverse Effect.


(m)          Except as set forth
in the Memorandum, there are no actions, suits, claims, hearings or proceedings
pending before any court or governmental authority or, to the knowledge of
Redpoint, threatened, against Redpoint, or involving its assets or any of their
officers or directors (in their capacity as such) which, if determined
adversely, could not reasonably be expected to have a Redpoint Material Adverse
Effect.


(n)
          Redpoint is not: (i) in
violation of its charter or By-laws; (ii) in default of any indenture,
mortgage, deed of trust, note or other agreement or instrument to which
Redpoint is a party or by which it is or may be bound or to which any of its
assets may be subject, the default of which could reasonably be expected to
have a Redpoint Material Adverse Effect; (iii) in violation of any statute,
rule or regulation applicable to Redpoint, the violation of which would have a
Redpoint Material Adverse Effect; or (iv) in violation of any judgment, decree
or order of any court or governmental body having jurisdiction over Redpoint
and specifically naming Redpoint, which violation or violations individually,
or in the aggregate, could reasonably be expected to have a Redpoint Material
Adverse Effect.


(o)           Subsequent
to the respective dates as of which information is given in the Memorandum,
except as may otherwise be set forth in the Memorandum, there has been no: (i)
material adverse change in the financial condition of Redpoint; (ii) damage,
loss or destruction, whether or not covered by insurance, with respect to any
material asset or property of Redpoint; or (iii) agreement to permit any of the
foregoing.


(p)           Redpoint has appropriate casualty and liability insurance
coverage, in scope and amounts reasonable and customary for the businesses as
currently conducted.


(q)           Redpoint
is in compliance in all material respects with all rules, laws and regulation
relating to the use, treatment, storage and disposal of toxic substances and
protection of health or the environment (“Environmental Law”) which are
applicable to its business.  Redpoint has
not received any notice from any governmental authority or third party of an
asserted claim under Environmental Laws. 
Redpoint has received all permits required of it under applicable
Environmental Laws to conduct its business and is in compliance with all terms
and conditions of any such permit, license or approval (except where failure to
receive such permits, licenses or approvals would not have a Material Adverse
Effect).  No facts currently exist that
will require Redpoint to make future material capital expenditures to comply
with Environmental Laws.  No property
which is or has been owned, leased or occupied by Redpoint has been designated
as a Superfund site pursuant to the Comprehensive Environmental Response,
Compensation of Liability Act of 1980, as amended (42 D.S.C. Section 9601, et.
seq.) (“CERCLA”) or otherwise designated as a contaminated site under
applicable state or local law. Redpoint has not been named as a “potentially
responsible party” under CERCLA.


(r)            Neither Redpoint, nor to the knowledge of Redpoint,
its officers or directors, have been subject to or suffered any of the
following:  (i) any bankruptcy petition
filed by or against any business of which such person was a general partner or
executive officer either at the time of the
bankruptcy or within two (2) years prior to that time; (ii) any
conviction in a criminal proceeding or being subject to a pending criminal
proceeding (excluding traffic violations and other
misdemeanor offenses)



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within ten (10) years
from the date hereof;  (iii) any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting such Person’s involvement in any type of business,
securities or banking activities; or (iv) being found guilty by a court of
competent jurisdiction (in a civil action), the Securities and Exchange
Commission (“SEC”) or the Commodity
Futures Trading Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or vacated.


(s)           Except as disclosed in the Memorandum, as of the date of
this Agreement, no current or former stockholder, director, officer or employee
of Redpoint, nor, to the knowledge of Redpoint, any affiliate of any such
person is presently, directly or indirectly through his affiliation with any
other person or entity, a party to any loan from Redpoint or any other
transaction (other than as an employee) with Redpoint providing for the
furnishing of services by, or rental of any personal property from, or
otherwise requiring cash payments to any such person.


(t)            Redpoint has made or filed all federal, state and foreign
income and all other tax returns, reports and declarations required by any
jurisdiction to which it is subject and which are due (unless and only to the
extent that such party has set aside on its books provisions reasonably
adequate for the payment of all unpaid and unreported taxes or has obtained an
extension of the deadline for such filing) and has paid all taxes and other
governmental assessments and charges that are material in amount, shown or
determined to be due on such returns, reports and declarations, except those
being contested in good faith and for which such party has set aside on its
books provisions reasonably adequate for the payment of all taxes for periods
subsequent to the periods to which such returns, reports or declarations apply.  To Redpoint’s knowledge, there are no unpaid
taxes in any material amount claimed to be due from Redpoint by the taxing
authority of any jurisdiction, and the officers of Redpoint know of no basis
for any such claim.  Redpoint has not
executed a waiver with respect to the statute of limitations relating to the
assessment or collection of any foreign, federal, statue or local tax.  To Redpoint’s knowledge, none of Redpoint’s
tax returns is presently being audited by any taxing authority.


(u)           Neither the sale of
the Shares pursuant to the Offering nor its use of the proceeds thereof will
violate the Trading with the Enemy Act, as amended, nor any of the foreign
assets control regulations of the United States Treasury Department (31 CFR,
Subtitle B, Chapter V, as amended) or any enabling legislation or executive
order relating thereto. Without limiting the foregoing, Redpoint (a) is not a
person whose property or interests in property are blocked pursuant to Section
1 of Executive Order 13224 of September 23, 2001 Blocking Property and
Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or
Support Terrorism (66 Fed. Reg. 49079 (2001)) or (b) does not engage in any
dealings or transactions, or is otherwise associated, with any such person.  Redpoint is in compliance with the USA
Patriot Act of 2001 (signed into law October 26, 2001).


(v)           Redpoint has not, nor any director, officer,
agent, employee or other person acting on behalf of Redpoint, has in the course
of his actions for or on behalf of Redpoint, used any corporate funds for any
unlawful contribution, gift, entertainment or other unlawful expenses relating
to political activity; made any direct or indirect unlawful payment to any
foreign or domestic government official or employee from corporate funds; violated
or is in violation of any provision of the U.S. Foreign Corrupt Practices Act
of 1977, as amended; or made any bribe, rebate, payoff, influence payment,
kickback or other unlawful payment to any foreign or domestic government
official or employee.  Without limiting
the generality of the foregoing, Redpoint has not directly or indirectly made
or agreed to make (whether or not said payment is lawful) any payment to
obtain, or with respect to, sales other than usual and regular compensation to
its or their employees and sales representatives with respect to such sales.



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(w)          No individual or entity will have, as a result of the
transactions contemplated by this Agreement, any valid right, interest or claim
against or upon Redpoint for any commission, fee or other compensation pursuant
to any agreement, arrangement or understanding entered into by or on behalf of
Redpoint, other than in favor of the Placement Agent.


(x)            Redpoint has fulfilled its obligations, if any, under the
minimum funding standards of Section 302 of the U.S. Employee Retirement Income
Security Act of 1974 (“ERISA”) and the regulations and published
interpretations thereunder with respect to each “plan” as defined in Section
3(3) of ERISA and such regulations and published interpretations in which its
employees are eligible to participate and each such plan is in compliance in
all material respects with the presently applicable provisions of ERISA and
such regulations and published interpretations. No “Reportable Event” (as
defined in 12 ERISA) has occurred with respect to any “Pension Plan” (as
defined in ERISA) for which Redpoint could have any liability.


(y)           Neither Redpoint, its affiliates, nor any person acting on
its or their behalf, has knowingly, either directly or indirectly made any
offers or sales of any security or solicited any offers to buy any security
under circumstances that would cause the offer of the Units pursuant to this
Agreement to be integrated with prior offerings by Redpoint for purposes of the
Act, or any applicable stockholder approval provisions, which would impair the
exemptions relied upon in this Offering or Redpoint’s ability to timely comply
with its obligations hereunder. Nor will Redpoint or its affiliates take any
action or steps that would knowingly cause the offer or issuance of the Units
to be integrated with other offerings which would impair the exemptions relied
upon in this Offering or Redpoint’s ability to timely comply with its
obligations hereunder. Redpoint will not knowingly conduct any offering other
than the transactions contemplated hereby that will be integrated with the
offer or issuance of the Units, which would impair the exemptions relied upon
in this Offering or Redpoint’s ability to timely comply with its obligations
hereunder.  In addition, neither Redpoint
nor its affiliates nor to its knowledge, any person acting on its or their
behalf, has engaged in any form of general solicitation or general advertising
(within the meaning of Regulation D under the 1933 Act) in connection with the
offer or sale of the Units.


2B.          Representations Warranties and Covenants of Pubco.  Redpoint represents and covenants to cause
Pubco to (i) name the Placement Agent as a third party beneficiary with respect
to the representations and warranties that are made by Pubco in the Merger
Agreement, (ii) specifically assume all liabilities and obligations of Redpoint
with respect to this Agreement and the transactions contemplated hereunder and
(iii) name the Placement Agent as an addressee of the legal opinion delivered
by Pubco’s counsel to Redpoint in connection with the Merger Agreement.  In addition, if not otherwise contained in
the Merger Agreement, Redpoint shall cause Pubco to make the following
representations to the Placement Agent:


(a)           Immediately prior to each Closing, Pubco will have all
requisite corporate power and authority to issue, sell and deliver the Shares,
Warrants and the Placement Agent Warrants. Upon due execution and delivery,
this Agreement, each of the Subscription Agreements and the Merger Agreement,
will constitute the valid and binding obligations of Pubco, enforceable against
Pubco, as applicable in accordance with their respective terms, subject to any
applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws
now or hereafter in effect affecting the rights of creditors generally and to
general equitable principles and the availability of specific performance.  Upon due execution and delivery, the
Warrants, the Placement Agent Warrants will constitute the valid and binding
obligations of Pubco, enforceable against Pubco in accordance with their
respective terms, subject to any applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
affecting the rights of creditors generally and to general equitable principles
and the availability of specific performance.



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(b)           Neither the
execution nor the delivery of the Merger Agreement, Warrants or the Placement
Agent Warrants will conflict with or violate any term or provision of, or will
result in the creation or imposition of any Lien upon any assets of Pubco
under, any other agreement or other instrument to which Pubco is a party or by
which Pubco or its assets may be bound, or any term of the charter or by-laws
of Pubco, or any license, permit, statute, rule or regulation applicable to
Pubco or any of its assets, or any judgment, decree, or order of any court or
governmental body having jurisdiction over Pubco, except as would not have a
material adverse effect on Pubco.


(c)           No consent,
authorization or filing of or with any federal court or government authority of
the United States is required by Pubco in connection with the consummation of
the transactions contemplated herein, except for required filings with the SEC and applicable “Blue Sky” or state
securities commissions relating specifically to the Offering or the Reverse
Merger.


(d)           No individual or
entity will have, as a result of the transactions contemplated by this
Agreement, any valid right, interest or claim against or upon Pubco for any
commission, fee or other compensation pursuant to any agreement, arrangement or
understanding entered into by or on behalf of Pubco, other than in favor of the
Placement Agent.


(e)           Neither Pubco, its
affiliates, nor any person acting on its or their behalf, has knowingly, either
directly or indirectly made any offers or sales of any security or solicited
any offers to buy any security under circumstances that would cause the offer
of the Units pursuant to this Agreement to be integrated with prior offerings
by Pubco for purposes of the Act, or any applicable stockholder approval
provisions, which would impair the exemptions relied upon in this Offering or
Pubco’s ability to timely comply with its obligations hereunder. Nor will Pubco
or its affiliates take any action or steps that would knowingly cause the offer
or issuance of the Units to be integrated with other offerings which would
impair the exemptions relied upon in this Offering or Pubco’s ability to timely
comply with its obligations hereunder. Pubco will not knowingly conduct any
offering other than the transactions contemplated hereby that will be
integrated with the offer or issuance of the Units, which would impair the
exemptions relied upon in this Offering or Pubco’s ability to timely comply
with its obligations hereunder.  In
addition, neither Pubco nor its affiliates nor to its knowledge, any person
acting on its or their behalf, has engaged in any form of general solicitation
or general advertising (within the meaning of Regulation D under the 1933 Act)
in connection with the offer or sale of the Units.


2C.          Representations and Warranties of
the Placement Agents.  Each of
National Securities Corporation and Brean Murray, Carret & Co., LLC hereby
severally, but not jointly, represent, warrant and covenant to Redpoint as
follows:


(a)           It is a registered broker-dealer pursuant
to the Exchange Act, a member in good standing of the National Association of
Securities Dealers, Inc., and registered and qualified to act in each state and
jurisdiction in which it is required to be registered as such in order to offer
and sell the Units.


(b)           It shall not engage in any form of
general solicitation or general advertising that is prohibited by
Regulation D in connection with the Offering, or take any action that
might reasonably be expected to jeopardize the availability for the Offering of
the exemption from registration provided by Rule 506 under Regulation D.


(c)           This Agreement has been duly and
validly executed and delivered by or on behalf of such Placement Agent.


 



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3.             Placement Agent
Compensation.


(a)           As compensation for
its services under this Agreement, at each Closing, the Placement Agent will
receive (i) a  cash fee  (the
“Selling Commissions”) equal to six
percent (6%) of the gross proceeds of the Offering, (ii) a nonaccountable
marketing allowance of 1% of the gross proceeds of the Offering to defray
marketing expenses (“Marketing Allowance”)
and (iii) a management fee of 3% of the gross proceeds of the Offering for
providing certain services as lead placement agent (“Management
Fee”).  No cash compensation
(whether in the form of commissions, allowances or fees) shall be paid with
respect to Units sold to existing stockholders of Redpoint.


(b)           As additional compensation hereunder, the Placement Agent
will be entitled (i) to reimbursement of all actual out-of-pocket expenses of
the Placement Agent in connection with the Offering, provided that the Company
shall not be required to pay any single expense in excess of $5,000 that has not been
pre-approved by Redpoint (the “Expense Reimbursement”),
including up to $100,000 of actual out-of-pocket legal expenses incurred in
connection with the Offering, which shall not be subject to pre-approval of
Redpoint (the “Legal Expense Reimbursement”), the foregoing shall exclude any
expenses necessary for Placement Agent to remain in compliance with any
applicable federal, state or NASD laws, rules or regulations in order to
participate in the Offering as a broker-dealer and (ii) to receive a five-year
warrant to purchase  a number of
shares of Common Stock equal to 10% of the number of Shares included in the
Units sold in the Offering (excepting Units sold to existing stockholders of
Redpoint) at an exercise price of $2.70 per share and substantially in the form
attached hereto as Exhibit B (“Placement
Agent Warrant”).  At the
option of the Placement Agent, the shares underlying the Placement Agent
Warrant shall have the same registration rights as those afforded to investors
in the Offering.  In
addition, the Placement Agent
Warrant shall be consistent with the Warrant issued to investors but shall: (i)
be transferable to officers and directors of Placement Agent and (ii) permit
exercise on a cashless basis.  In
the event the Offering does not close for any reason, Redpoint shall not be
obligated to pay legal expenses in excess of $50,000.


(c)           The Company shall also pay to the Placement Agent the
Selling Commissions, Marketing Allowance, Management Fee, Expense Reimbursement
and Placement Agent Warrants with respect to, and based on, any private
investment (other than on the open market) by any party who was not an officer,
director, affiliate or shareholder prior to the Engagement Period (as defined
in the Engagement Letter between Redpoint and the Placement Agent) and who was
introduced to the Company by Placement Agent and who invests in the Company (“Post Closing Investor”) at any time prior
to the date six (6) months after the later to occur of the Termination Date or
the Final Closing (as hereinafter defined). 
In that regard, the Placement Agent shall provide a written list of all investors
that it introduced to the Company within 10 business days of the later to occur
of the Termination Date or the Final Closing.


(d)           To the extent there is more than one Closing, payment of
the proportional amount of the Selling Commissions, Marketing Allowance,
Management Fee and Expense Reimbursement, will be made out of the proceeds of
subscriptions for the Shares sold at each Closing and Placement Agent Warrants
shall be issued at each Closing.


(e)           Placement Agent agrees and understands that the compensation
set forth in Sections 3(a) and 3(b)(ii) is conditioned upon the sale of the
Minimum Amount and the satisfaction of the other conditions precedent to the
Initial Closing set forth herein and in the Memorandum by the end of the
Offering Period and acceptance of said sales by the Company and that the
failure to sell the Minimum Amount or to satisfy such conditions precedent by
the end of the Offering Period shall relieve the Company and any other party of
any obligation to pay Placement Agent any such compensation, except as
otherwise set forth in Section 11 hereto. No such compensation shall be payable
with respect to any


 



 9
 









 


subscriptions for Shares that are rejected by the Company and no such
compensation shall be payable to Placement Agent with respect to any sale of
Shares unless and until such time as the proceeds thereof are received from the
Escrow Account (as hereinafter defined).


(f)            The Company shall distribute the Placement Agent
compensation as follows:


—Selling Commissions: As
directed pursuant to joint written instructions signed by each Placement Agent
and delivered at least 12 hours prior to a Closing.


—Management Fee: As directed
pursuant to joint written instructions signed by each Placement Agent and
delivered at least 12 hours prior to a Closing.


—Marketing Fee: As directed
pursuant to joint written instructions signed by each Placement Agent and
delivered at least 12 hours prior to a Closing.


—Placement Agent Warrant: As
directed pursuant to joint written instructions signed by each Placement Agent
and delivered at least 12 hours prior to a Closing.


(g)           Effective with the Initial Closing, the Placement Agent
shall have a right of first refusal (“Right of First Refusal”) to act as co-lead
placement agent on any subsequent private placement of the Company’s securities
or as co-lead managing underwriter on any subsequent public offering of the
Company’s securities (or the Company shall use commercial reasonable efforts to
have Placement Agent selected as co-managing underwriter with a “major bracket”
underwriter (as such term is commonly understood in the investment banking
community) reasonably acceptable to the Company) for a period of twelve (12)
months following the Initial Closing.  In
that regard, it is
understood that if any such financing is offered to the Placement Agent, the
Placement Agent shall have ten (10) days in which to determine whether or not
to accept such offer and, if the Placement Agent refuses, and provided that
such financing is consummated (a) with another placement agent or underwriter
upon substantially the same terms and conditions as those offered to the
Placement Agent and (b) within six (6) months after the end of the aforesaid
ten (10) day period, this right of first refusal shall thereafter be forfeited
and terminated; provided, however, if the
financing is not consummated under the conditions of clauses (a) and (b) above,
then the right of first refusal shall once again be reinstated under the same
terms and conditions set forth in this paragraph but shall in no event be
extended past the first anniversary of the Initial Closing.


4.             Subscription
and Closing Procedures.


(a)           Redpoint shall cause
to be delivered to the Placement Agent copies of the Memorandum and has
consented, and hereby consents, to the use of such copies for the purposes
permitted by the Act and applicable securities laws and in accordance with the
terms and conditions of this Agreement, and hereby authorizes the Placement
Agent and its agents and employees to use the Memorandum in connection with the
sale of the Units until the Termination Date, and no person or entity is or
will be authorized to give any information or make any representations other
than those contained in the Memorandum or to use any offering materials other
than those contained in the Memorandum in connection with the sale of the
Units.


(b)           Redpoint shall make available to the
Placement Agent and its representatives such information as may be reasonably
requested in making a reasonable investigation of Redpoint and its affairs and
shall provide access to such employees during normal business hours as shall be
reasonably requested by the Placement Agent. The Units sold in the Offering
will be sold pursuant to Subscription Agreements between Pubco and Redpoint and
the investors in the Offering in the form annexed to the Memorandum.


 



 10
 









 


(c)           All
funds for subscriptions received from the sale of Units in the Offering will be
deposited into an escrow account (the “Escrow
Account”) established for such purpose with Signature Bank, New York,
New York (the “Escrow Agent”).  All such funds for subscriptions will be held
in the Escrow Account pursuant to the terms of the Escrow Agreement by and
among Redpoint, the Placement Agent and the Escrow Agent.  Redpoint will pay all fees related to the
establishment and maintenance of the Escrow Account.


(d)           If subscriptions for
at least the Minimum Amount have been accepted prior to the Termination Date,
the funds therefor have been collected by the Escrow Agent and all of the
conditions set forth elsewhere in this Agreement are fulfilled or waived, a
closing shall be held promptly with respect to the Units sold (the “Initial Closing”)
at the offices of Littman Krooks LLP, counsel to Placement Agent or by exchange
of documentation by facsimile or email. 
To the extent the Maximum Amount is not sold at the Initial Closing, the
remaining Units will continue to be offered and sold until the Termination
Date, and the proceeds thereof delivered to the Company at one or more closings
as agreed upon by Redpoint and Placement Agent, with the final closing (“Final Closing”) to occur within 10 days
from the earlier of the Termination Date or the sale of all Units offered.  The Initial Closing, the Final Closing and
any other interim closing may be referred to herein as a “Closing.” Delivery of
payment for the accepted subscriptions for Units from funds held in the Escrow
Account will be made at each Closing against delivery of the Shares and
Warrants by the Company.  Executed
certificates for the Common Stock, Warrants and the Placement Agent Warrants
will be in such authorized denominations and, with respect to investors located
by the Placement Agent, will be registered in such names as the Placement Agent
may request and will be made available to the Placement Agent for checking and
packaging at the Placement Agent’s office at each Closing or within five (5)
business days following a Closing.


(e)           If subscriptions for
the Minimum Amount have not been received and accepted by Redpoint on or before
the Termination Date for any reason, the Offering will be terminated, no Shares
will be sold, and the Escrow Agent will, at the request of Redpoint and the
Placement Agent, cause all monies received from subscribers and deposited in
the Escrow Account to be promptly returned to such subscribers without
interest, penalty, expense or deduction.


(f)            Upon receipt from
investors in the Offering, the Placement Agent shall forward to Redpoint’s
counsel, Morgan, Lewis & Bockius LLP, all executed Subscription
Agreements.  Upon request, the Placement
Shall provide Redpoint with a statement of funds for subscriptions that have
been received at such times by the Escrow Agent and deposited into the Escrow
Account, and the names of the investors making such subscriptions.


5.             Further
Covenants.  Redpoint on its own
behalf hereby, and following the Initial Closing shall cause Pubco to covenant
and agree that:


(a)           Except upon prior
written notice to the Placement Agent, neither Redpoint nor Pubco shall, at any
time prior to the Final Closing, knowingly take any action which would cause
any of the representations and warranties made by it in this Agreement not to
be complete and correct in all material respects on and as of each Closing Date
with the same force and effect as if such representations and warranties had
been made on and as of each such date.


(b)           If, at any time
prior to the Final Closing, any event shall occur that causes (i) a Redpoint
Material Adverse Effect or (ii) a material adverse effect on the (i) assets,
liabilities, results of operations, condition (financial or otherwise),
business or business prospects of Pubco or (ii) ability of Pubco to perform its
obligations under this Agreement or the Merger Agreement (“Pubco
Material Adverse Effect”) as a
result of which it becomes necessary to amend or supplement the Memorandum so


 



 11
 









 


that
the representations and warranties herein remain true and correct in all
material respects, or in case it shall be necessary to amend or supplement the
Memorandum to comply with Regulation D or any other applicable securities laws
or regulations, either Redpoint or Pubco, as applicable, will promptly notify
the Placement Agent and shall, at its sole cost, prepare and furnish to the
Placement Agent copies of appropriate amendments and/or supplements in such
quantities as the Placement Agent may reasonably request.  Neither Redpoint nor Pubco will at any time
before the Final Closing prepare or use any amendment or supplement to the
Memorandum of which the Placement Agent will not previously have been advised
and furnished with a copy, or which is not in compliance in all material
respects with the Act and other applicable securities laws.  As soon as Redpoint or Pubco is advised
thereof, Redpoint or Pubco, as applicable, will advise the Placement Agent and
its counsel, and confirm the advice in writing, of any order preventing or
suspending the use of the Memorandum, or the suspension of any exemption for
such qualification or registration thereof for offering in any jurisdiction, or
of the institution or threatened institution of any proceedings for any of such
purposes, and Redpoint and Pubco, as applicable, will use their best efforts to
prevent the issuance of any such order and, if issued, to obtain as soon as
reasonably possible the lifting thereof.


(c)           Subject to Placement
Agent’s actions and the actions of others in connection with the Offering,
Redpoint and Pubco shall comply with the Act, the Securities Exchange Act of
1934, as amended (the “Exchange Act”)
and the rules and regulations thereunder, all applicable state securities laws
and the rules and regulations thereunder in the states in which Placement Agent’s
Blue Sky counsel has advised the Placement Agent, Redpoint and/or the Company
that the Units (including the Shares and Warrant Shares underlying the Units)
are qualified or registered for sale or exempt from such qualification or
registration, so as to permit the continuance of the sales of the Units
(including the Shares and Warrant Shares underlying the Units).  Furthermore, the Company shall file five
copies of a Notice of Sales of Securities on Form D with the SEC no later than
15 days after the commencement of the sale of Units and shall file all
amendments with the SEC as may be required. 
Copies of the Form D and all amendments thereto shall be provided to the
Placement Agent.


(d)           Redpoint shall use
its reasonable best efforts to qualify the Units (including the Shares and
Warrant Shares underlying the Units) for sale under the securities laws of such
jurisdictions in the United States as may be mutually agreed to by Redpoint and
the Placement Agent, and Redpoint will make or cause to be made such
applications and furnish information as may be required for such purposes,
provided that Redpoint will not be required to qualify as a foreign corporation
in any jurisdiction or execute a general consent to service of process.  Redpoint or Pubco, as applicable, will, from
time to time, prepare and file such statements and reports as are or may be
required to continue such qualifications in effect for so long a period as the
Placement Agent may reasonably request with respect to the Offering.


(e)           The Company shall
place a legend on the certificates representing the Shares, Warrants and the
Placement Agent Warrants that the securities evidenced thereby have not been
registered under the Act or applicable state securities laws, setting forth or
referring to the applicable restrictions on transferability and sale of such
securities under the Act and applicable state laws.


(f)            The Company shall
apply the net proceeds from the sale of the Units for the purposes
substantially as described under the “Use of Proceeds” section of the
Memorandum.


(g)           During the Offering
Period, Redpoint or Pubco, as applicable, shall afford each prospective
purchaser of Units the opportunity to ask questions of and receive answers from
an officer of Redpoint or Pubco concerning the terms and conditions of the
Offering and the opportunity to obtain such


 



 12
 









 


other
additional information necessary to verify the accuracy of the Memorandum to
the extent Redpoint or Pubco possesses such information or can acquire it
without unreasonable expense.


(h)           The Company shall
pay all reasonable expenses incurred in connection with the preparation and
printing of all necessary offering documents and instruments related to the
Offering and the issuance of the Shares, the Warrants and the Placement Agent
Warrants and will also pay the Company’s own expenses for accounting fees,
legal fees and other costs involved with the Offering.  The Company will provide at its own expense
such quantities of the Memorandum and other documents and instruments relating
to the Offering as the Placement Agent may reasonably request.  In addition,
Redpoint will pay all reasonable filing fees, costs and legal fees for Blue Sky
services and related filings and expenses of counsel of which  $6,000 ($3,500 on account of legal fees and $2,500 on
account of filings fees), shall be paid upon delivery to the Placement Agent of
the final draft of the Memorandum with respect to Blue Sky qualifications.  The Blue Sky filings shall be prepared by the
Placement Agent’s Blue Sky counsel and all Blue Sky filing fees shall be paid
by the Company prior to any filing.  All
other fees and expenses of Blue Sky counsel shall be payable at the
Closing.  Further, as promptly as
practicable after the Closing, the Company shall prepare, at its own expense,
velobound “closing binders” relating to the Offering and will distribute such
binders to the individuals designated by counsel to the Placement Agent.  Lastly, upon a determination by Placement
Agent that a NASD Rule 2710 filing is required in connection with the
registration statement relating to the resale of the Shares, Shares underlying
the Warrants and Shares underlying the Placement Agent Warrants (if the
Placement Agent elects to include same in such registration statement), the
Company will pay all filing fees, costs and reasonable legal fees in connection
with such filing to be prepared by the Placement Agent’s counsel.


(i)            Except
with the prior written consent of the Placement Agent, not to be unreasonably
conditioned, withheld or delayed, and except as contemplated by the Memorandum,
Redpoint shall not, at any time prior to the Final Closing, engage in or commit
to engage in any transaction outside the ordinary course of business or issue,
agree to issue or set aside for issuance any securities (debt or equity) or any
rights to acquire any such securities except as contemplated by the Memorandum
or outside of the ordinary course of business incur any material indebtedness
in excess of $50,000 (not including legal fees or other expenses of the
Offering) or dispose of any material assets or make any material acquisition or
change in its business or operations.


(j)            Until the
Termination Date, without the prior written consent of the Placement Agent,
neither Redpoint, Pubco nor any person or entity acting on its behalf will
negotiate with any other placement agent or underwriter with respect to a
private or public offering of such entity’s or any subsidiary’s debt or equity
securities.  Neither Redpoint, nor Pubco
nor anyone acting on its behalf will, until the Termination Date, without the
prior written consent of the Placement Agent, offer for sale to, or solicit
offers to subscribe for Units from, or otherwise approach or negotiate in
respect thereof with, any other person.


(k)           Neither Redpoint,
Pubco nor any of their respective subsidiaries, if any, will enter into any
agreement or arrangement, written or oral, directly or indirectly, with an
affiliate, or provide services or sell goods to, or for the benefit of, or pay
or otherwise distribute monies, goods or other valuable consideration to, an
affiliate, except upon fair and reasonable terms under the circumstances as
determined by such company in good faith, taking into account all of the facts
and circumstances of such agreement or arrangement.


(l)            If Redpoint executes a
letter of intent to conduct a Control Transaction or consummates a Control
Transaction with any party (irrespective of whether the Placement Agents
introduced such person to Redpoint) prior to the earlier of the Closing or the
termination or expiration


 



 13
 









 


date of the Offering, then,
Redpoint shall pay the Placement Agents an aggregate cash fee of 2% of the
Control Transaction Consideration received upon the closing of such Control
Transaction to be paid upon the closing
of the Control Transaction.  In the event
such a Control Transaction does not close within a period of six months
following termination or expiration, Redpoint shall issue such number of shares
of common stock equal to $500,000 divided by the per share price of the common
stock set forth in the Memorandum.  Such
shares shall be issued promptly following the expiration of such six month
period.  For purposes hereof, a “Control
Transaction” shall mean any transaction or series or combination of
transactions, whereby, directly or indirectly, control of, or a majority
interest in, Redpoint or all or substantially all of its businesses, assets or
properties, is sold, leased or otherwise transferred, including, without
limitation, a sale or exchange of capital stock or assets, a lease of assets
with or without a purchase option, a merger or consolidation, a leveraged
buy-out, a restructuring, a recapitalization, a repurchase of capital stock, an
extraordinary dividend or distribution (whether cash, property, securities or a
combination thereof), a liquidation, the formation of a joint venture or
partnership or any other similar transaction;
provided, however, that the Reverse Merger shall not constitute a
Control Transaction hereunder. In the case of a tender or exchange offer or a
multi-step transaction which contemplates the acquisition of more than 50% of
Redpoint’s outstanding voting stock, a transaction shall be deemed to have been
consummated upon the acquisition of more than 50% of Redpoint’s outstanding
voting power or the ability to elect a majority of Redpoint’s Board of
Directors.  For purposes hereof, Control
Transaction Consideration shall mean the total value of all cash, securities,
other property and any other consideration, including, without limitation, any
contingent, earned or other consideration paid or payable, directly or
indirectly, to Redpoint or holders of its securities in connection with a
transaction.  Control Transaction
Consideration shall also be deemed to include any indebtedness, including,
without limitation, pension liabilities, guarantees and other obligations
assumed, directly or indirectly, in connection with, or which survives the
closing of, a transaction.


6.             Conditions
of Placement Agent’s Obligations. 
The obligations of the Placement Agent hereunder to effect the Closing
are subject to the fulfillment, at or before the Closing, of the following
additional conditions:


(a)           Each of the
representations and warranties made by Redpoint qualified as to materiality
shall be true and correct at all times prior to and on each 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 Redpoint not qualified as to materiality shall be true and correct in
all material respects at all times prior to and on each 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.


(b)           Redpoint and Pubco
shall have performed and complied in all material respects with all agreements,
covenants and conditions required to be performed and complied with by them as
contained herein or as set forth in the Memorandum at or before the Closing,
including, without limitation, Pubco’s specific assumption of all obligations
hereunder.


(c)           No order suspending
the use of the Memorandum or enjoining the Offering or sale of the Units shall
have been issued, and no proceedings for that purpose or a similar purpose
shall have been initiated or pending, or, to the best of Redpoint’s and Pubco’
knowledge, be contemplated or threatened.



 14















 


(d)           The
Placement Agent shall have received a certificate of the Chief Executive
Officer of each of Redpoint and Pubco, dated as of the Closing date,
certifying, as to the fulfillment of the conditions set forth in subparagraphs
(a), (b) and (c) above.


(e)           Redpoint
and Pubco shall have delivered to the Placement Agent: (i) a good standing
certificate dated as of a date within 10 days prior to the Closing date from
the secretary of state of its jurisdiction of incorporation; and (ii)
resolutions of Redpoint’s and Pubco’s Board of Directors approving this
Agreement and the transactions and agreements contemplated by this Agreement,
the Merger Agreement and the Memorandum, certified by the Chief Executive
Officer of Redpoint and Pubco, and (iii) resolutions of Redpoint’s shareholders
and Pubco, in its capacity as sole shareholder of its merger subsidiary,
approving the Merger Agreement and the transactions and agreements contemplated
by the Merger Agreement.


(f)            At
each Closing, the Company shall pay to the Placement Agent its Selling
Commissions, Marketing Allowance, Management Fee and Expense Reimbursement and
shall issue the Placement Agent Warrants earned in such Closing.


 (g)          Redpoint shall deliver to the
Placement Agent a signed opinion of Morgan, Lewis & Bockius, LLP, counsel
to Redpoint, dated as of the Closing Date, substantially in the form annexed
hereto as Exhibit A-1.   Redpoint shall
use commercially reasonable efforts to cause Pubco to deliver to the Placement
Agent a signed opinion of its counsel, dated as of the Closing Date,
substantially in the form annexed hereto as Exhibit A-2.


(h)           Lock-up
agreements with all of Redpoint’s executive officers, directors, employees and
stockholders who own in the aggregate 4% of the fully-diluted ownership of Redpoint
prior to the Closing, in form and substance reasonably acceptable to the
Placement Agent and consistent with the terms set forth in the Memorandum,
shall have been executed and delivered to the Placement Agent.


(i)            All
proceedings taken at or prior to the Closing in connection with the
authorization, issuance and sale of the Shares, the Warrants and the Placement
Agent Warrants will be reasonably satisfactory in form and substance to the
Placement Agent and its counsel, and such counsel shall have been furnished
with all such documents, certificates and opinions as it may reasonably request
upon reasonable prior notice in connection with the transactions contemplated
hereby.


(j)            The
Merger Agreement shall have been consummated.


(k)           A
registration rights agreement, in form and substance reasonably acceptable to
the Placement Agent, shall be executed and delivered by the Company, covering
any shares of Common Stock of the Company owned by the Placement Agent and its
designees, including, without limitation, Common Stock issuable upon exercise
of the Placement Agent Warrants.


7.             Conditions of Redpoint’s Obligations.  The obligations of Redpoint hereunder to
effect the Closing are subject to each of the representations and warranties
made by Placement Agent herein being true and correct on each Closing Date.


8.             Confidentiality.  In the course of its services under this
Agreement, the Placement Agent will have access to Confidential Information (as
defined below) concerning Redpoint and Pubco. 
The Placement Agent agrees that all Confidential Information will be
treated by the Placement Agent as confidential in all respects.  The Placement Agent hereby agrees that it and
its employees, dealers, 



 15
 









affiliates and representatives shall: (i) use the Confidential Information
solely for the purposes of its engagement hereunder; and (ii) not disclose any
Confidential Information to any other party except to those Placement Agent
representatives who need to know such information for the purposes of the
Placement Agent’s engagement hereunder and who have been advised of such
confidentiality restrictions.  The term “Confidential Information” shall mean all
information, whether written or oral, which is or has been disclosed by
Redpoint, Pubco or their respective affiliates, agents or representatives to
the Placement Agent or any of its representatives in connection with the
Offering and the transactions contemplated hereby, which is not in the public
domain, but shall not include: (i) information which is publicly disclosed
other than by or at the direction of the Placement Agent in violation of this
Agreement; (ii) information which is obtained by the Placement Agent from a
third party that (x) has not violated, or obtained such information in
violation of, any obligation to Redpoint, Pubco or their respective affiliates
with respect to such information, and (y) does not require the Placement Agent
to refrain from disclosing such information; and (iii) information which is
required to be disclosed by the Placement Agent or its outside counsel under
compulsion of law (whether by oral question, interrogatory, subpoena, civil
investigative demand or otherwise) or by order of any court or governmental or
regulatory body to whose supervisory authority the Placement Agent is subject; provided
that, in such circumstance, the Placement Agent will give Redpoint or
Pubco, as applicable, prior written notice within one day of Placement Agent’s
knowledge or determination of such requirement of disclosure and cooperate with
Redpoint or Pubco to minimize the scope of any such disclosure.  The Placement Agent’s obligation under this
section shall continue after  the
date of expiration, termination or completion of this Agreement or the
Placement Agent’s engagement hereunder.


9.             Indemnification.


(a)           Redpoint will and will cause Pubco to: (i) indemnify and
hold harmless the Placement Agent, its agents and their respective officers,
directors, employees, selected dealers and each person, if any, who controls
the Placement Agent within the meaning of the Act and such agents (each an “Indemnitee” or a “Placement
Agent Party”) against, and pay or reimburse each Indemnitee for, any
and all losses, claims, damages, liabilities or expenses whatsoever (or actions
or proceedings or investigations in respect thereof), joint or several (which
will, for all purposes of this Agreement, include, but not be limited to, all
reasonable costs of defense and investigation and all reasonable attorneys’
fees, including appeals), to which any Indemnitee may become subject, under the
Act or otherwise, in connection with the offer and sale of the Units, and (ii)
reimburse each Indemnitee for any legal or other expenses reasonably incurred
in connection with investigating or defending against any such loss, claim,
action, proceeding or investigation; provided,
however, that Redpoint and
the Company will not be liable in any such case to the extent that any such
claim, damage or liability is finally judicially determined to have resulted
primarily from (A) an untrue statement or alleged untrue statement of a
material fact made in the Memorandum, or an omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, in reliance upon and in conformity
with written information furnished to Redpoint by an Indemnitee specifically
for use in the Memorandum, or (B) the gross negligence, willful misconduct, or
bad faith of an Indemnitee.  In addition
to the foregoing agreement to indemnify and reimburse, Redpoint and the Company
jointly and severally will indemnify and hold harmless each Indemnitee against
any and all losses, claims, damages, liabilities or expenses whatsoever (or
actions or proceedings or investigations in respect thereof), joint or several
(which shall for all purposes of this Agreement, include, but not be limited
to, all reasonable costs of defense and investigation and all reasonable
attorneys’ fees, including appeals) to which any Indemnitee may become subject
insofar as such costs, expenses, losses, claims, damages or liabilities arise
out of or are based upon the claim of any person or entity that, he or it is
entitled to broker’s or finder’s fees from any Indemnitee in connection with
the Offering, other than fees due to the Placement Agent.  The 



 16
 









foregoing indemnity agreements will be in addition
to any liability Redpoint and/or the Company may otherwise have.


(b)           The
Placement Agent will severally and not jointly, indemnify and hold harmless
Redpoint, and the Company, and their respective officers, directors, agents,
employees and each person, if any, who controls Redpoint and/or the Company
within the meaning of the Act against, and pay or reimburse any such person
for, any and all losses, claims, damages, liabilities or expenses whatsoever
(or actions, proceedings or investigations in respect thereof) joint or several
(which shall for all purposes of this Agreement, include, but not be limited
to, all reasonable costs of defense and investigation and all reasonable
attorneys’ fees, including appeals) to which Redpoint or the Company or any
such person may become subject under the Act or otherwise, but only insofar as
such losses, claims, damages or liabilities are finally judicially determined
to have resulted exclusively from (i) any untrue statement or alleged untrue
statement of any material fact contained in the Memorandum but only with
reference to information contained in the Memorandum relating to the Placement
Agent furnished to Redpoint or the Company by the Placement Agent, specifically
for use in the preparation thereof; or (ii) the negligence, willful misconduct,
or bad faith of the Placement Agent. The Placement Agent will reimburse the
Company or any such person for any legal or other expenses reasonably incurred in
connection with investigating or defending against any such loss, claim,
damage, liability or action, proceeding or investigation to which such
indemnity obligation applies.  The
foregoing indemnity agreements will be in addition to any liability which the
Placement Agent may otherwise have.


(c)           Promptly
after receipt by an indemnified party under this Section 9 of notice of the
commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a
claim in respect thereof is to be made against the indemnified party under this
Section 9, will notify the indemnifying party of the commencement thereof, but
the omission to so notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party under this Section 9
unless the indemnifying party has been substantially prejudiced by such
omission.  The indemnifying party will
have the right, at its option, to assume the defense thereof subject to the
provisions herein stated, with counsel reasonably satisfactory to such
indemnified party, which consent shall not be unreasonably withheld.  The indemnified party will have the right to
employ separate counsel in any such Action and to participate in the defense
thereof, but the fees and expenses of such counsel will not be at the expense
of the indemnifying party if the indemnifying party has assumed the defense of
the Action with counsel reasonably satisfactory to the indemnified party, provided, however,
that if the indemnified party shall be requested by the indemnifying party to
participate in the defense thereof or shall have concluded in good faith and
specifically notified the indemnifying party either that there may be specific
defenses available to it which are different from or additional to those
available to the indemnifying party or that such Action involves or could have
a material adverse effect upon it with respect to matters beyond the scope of
the indemnity agreements contained in this Agreement, then the counsel representing
the indemnified party, to the extent made necessary by such defenses, shall
have the right to direct such defenses of such Action on its behalf and in such
case the reasonable fees and expenses of such counsel in connection with any
such participation or defenses shall be paid by the indemnifying party.  No settlement of any Action against an
indemnified party will be made without the consent of the indemnified party,
which consent shall not be unreasonably withheld or delayed in light of all
factors of importance to such party, unless such settlement includes an
unconditional release of such indemnified party from all liability arising or
that may arise out of such Action.  No
indemnified party shall settle any Action for which indemnification may be sought
by him or it hereunder without the prior written consent of the indemnifying
party.


10.           Contribution.  To provide for just and equitable
contribution, if: (i) an indemnified party makes a claim for indemnification
pursuant to Section 9 hereof and it is finally determined, by a 



 17
 









judgment, order or decree not subject to further appeal that such
claims for indemnification may not be enforced, even though this Agree­ment
expressly provides for indemnification in such case; or (ii) any
indemnified or indemnifying party seeks contribution under the Act, the
Exchange Act, or otherwise, then each indemnifying party shall contribute to
such amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of Redpoint on the one hand and the Placement Agent on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages, liabilities or expenses (or actions in respect thereof), as well
as any other relevant equitable considerations. 
The relative benefits received by Redpoint on the one hand and the
Placement Agent on the other shall be deemed to be in the same proportion as
the total net proceeds from the Offering (before deducting expenses) received
by Redpoint bear to the total compensation received by the Placement Agent
(excluding reimbursable expenses).  The
relative fault, in the case of an untrue statement, alleged untrue statement,
omission or alleged omission will be determined by, among other things, whether
such statement, alleged statement, omission or alleged omission relates to
information supplied by Redpoint or by the Placement Agent, and the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement, alleged statement, omission or alleged omission.  Redpoint and the Placement Agent agree that
it would be unjust and inequitable if the respective obligations of Redpoint
and the Placement Agent for contribution were determined by pro  rata
allocation of the aggregate losses, liabilities, claims, damages and expenses
or by any other method or allocation that does not reflect the equitable
considerations referred to in this Section 10. 
No person guilty of a fraudulent misrepresentation (within the meaning
of Section 10(f) of the Act) will be entitled to contribution from any person
who is not guilty of such fraudulent misrepresentation.  For purposes of this Section 10, each person,
if any, who controls the Placement Agent within the meaning of the Act will
have the same rights to contribution as the Placement Agent, and each person,
if any, who controls Redpoint within the meaning of the Act will have the same
rights to contribution as Redpoint, subject in each case to the provisions of
this Section 10.  Anything in this
Section 10 to the contrary notwithstanding, no party will be liable for
contribution with respect to the settlement of any claim or action effected
without its written consent.  This
Section 10 is intended to supersede, to the extent permitted by law, any right
to contribution under the Act, the Exchange Act or otherwise available.


11.           Termination.


(a)           This Agreement may be terminated by the Placement Agent at
any time prior to the expiration of the Offering Period in the event that:
(i) any of the representations or warranties of either Redpoint contained
herein or in the Memorandum shall prove to have been false or misleading in any
material respect when made or deemed made; (ii) Redpoint shall have
breached in its performance of any of its material obligations hereunder and
such breach cannot be cured by the breaching party within a reasonable period
of time after receipt by such party from Placement Agent of notice of the
occurrence of such breach; (iii) the Placement Agent shall determine in
good faith that it is reasonably likely that any of the conditions to Closing
set forth in Section 6 will not or cannot be satisfied prior to the expiration
of the Offering Period; or (iv) there shall occur any event which
materially and adversely affects the transactions contemplated hereby not
occasioned by or arising out of or in connection with any breach or failure
hereunder on the part of the Placement Agent. 
In the event of any such termination, the Placement Agent shall be
entitled to receive upon demand, in addition to other rights and remedies it
may have hereunder, at law or otherwise: (A) reimbursement for all reasonable
expenses incurred by the Placement Agent through the date of such termination;
provided, however, that the unpaid Legal Expense Reimbursement shall not exceed
the sum of $50,000 and (B) the amounts that may become payable thereafter as a
result of purchases of the Company’s securities by Post-Closing Investors in
accordance with the terms of Section 3(c) above, to be paid if and when such
amounts are due hereunder.



 18
 









 


(b)           Redpoint may terminate this Agreement at any time prior to
the expiration of the Offering Period in the event: (i) any of the
representations or warranties of the Placement Agent contained herein shall
prove to have been false or misleading in any material respect when made or
deemed made; (ii) the Placement Agent shall have breached in its performance of
any of its material obligations hereunder and such failure cannot be cured by
Placement Agent within a reasonable period of time after receipt of written
notice of the occurrence of such breach; (iii) there shall occur any event
described in Section 11(a)(iv) above not occasioned by or arising out of
or in connection with any breach or failure hereunder on the part of Redpoint;
or (iv) of the gross negligence, bad faith, or willful misconduct of either
Placement Agent.  In the event of any
termination by Redpoint pursuant to clause (iii) above or any other termination
not enumerated above, the Placement Agent shall be entitled to receive upon
demand, in addition to other rights and remedies it may have hereunder, at law
or otherwise: (A) reimbursement for all reasonable expenses incurred by the
Placement Agent through the date of such termination; provided, however, that
the unpaid Legal Expense Reimbursement shall not exceed the sum of $50,000, (B)
the amounts that may become payable thereafter as a result of purchases of the
Company’s securities by Post-Closing Investors in accordance with the terms of
Section 3(c) above, to be paid if and when such amounts are due hereunder and
(C) in the event that
within six months following such termination, Redpoint consummates a corporate
finance transaction in which a third party placement agent or underwriter is
engaged (or Redpoint enters into any agreement (including, without limitation,
a letter of intent) with respect to a financing transaction within such six
month period which is consummated at any time thereafter), the Placement Agent
shall be entitled to a cash fee equal to 2% of the gross proceeds raised in
such transaction to be paid promptly upon closing of such transaction.  In
the event of any termination by Redpoint pursuant to clauses (i), (ii) or (iv)
above, the Placement Agent shall not be entitled to any compensation hereunder.


12.           Survival.  The provisions of Sections 3(c), 5(h) (first
sentence only), 5(l), 8, 9, 10, 11, 12, 13, 14, 15, 16, and 17 shall survive
any termination hereunder.


13.           Notices.  All communications hereunder will be in
writing and, except as otherwise expressly provided herein or after notice by
one party to the other of a change of address, if sent to the Placement Agent,
will be mailed, delivered or telefaxed and confirmed to National Securities Corporation,
875 N. Michigan Avenue, Suite 1650, Chicago, IL 60611, Attention: Brian
Friedman, Director Corporate Finance, telefax No.: (312) 371-0769, and Brean,
Murray, Carret & Co., LLC, 570 Lexington Avenue, 11th Floor, New York, NY 10022; Attn:
John Fletcher, Senior Vice President Investment Banking, telefax
No. (212) 702-6548, with a copy to Littman Krooks LLP, 655 Third
Avenue, 20th Floor,
New York, NY  10017, Attn: Steven D.
Uslaner, Esq., telefax number (212) 490-2990, if sent to Redpoint or Pubco,
will be mailed, delivered or telefaxed and confirmed to Redpoint Bio
Corporation, 2005 Eastpark Drive, Cranbury, NJ 08512; Attn: F. Raymond
Salemme, Ph.D. — Chief Executive Officer, telefax number (609) 860-5900, with
a copy to Morgan, Lewis & Bockius, LLP, 502 Carnegie Center Princeton, New
Jersey  08540, telefax No. (609) 919-6701; Attn: Andrew P. Gilbert, Esq.


14.  Governing
Law, Jurisdiction.  This Agreement
shall be deemed to have been made and delivered in New York City and shall be
governed as to validity, interpretation, construction, effect and in all other
respects by the internal laws of the State of New York without regard to
principles of conflicts of law thereof. 
Any and all disputes, controversies or claims arising out of or relating
to this Agreement, or the breach, termination or invalidity thereof, shall be
finally and exclusively resolved by arbitration in accordance with the
Arbitration Rules of the American Arbitration Association (“AAA”) as at present
in force. The arbitration shall take place in New York City, the State of New
York. The parties hereby submit themselves to the exclusive jurisdiction of the
arbitration tribunal in the City of New York, the State of New York under the
auspices of AAA. To the extent permitted by law, the award of the arbitrators
may include, without limitation, one or more of the following: a monetary
award, a declaration 



 19
 









of rights, an order of specific performance, an injunction, reformation
of the contract. The decision of the arbitrators shall be final and binding
upon the parties hereto, and judgment on the award may be entered in any court
having jurisdiction over the subject matter thereof. The cash expenses of the
arbitration (including without limitation reasonable fees and expenses of
counsel, experts and consultants) shall be borne by the party against whom the
decision of the arbitrators is rendered; provided  that if a party
prevails only partially, such party shall be entitled to be reimbursed for such
costs and expenses in the proportion that the dollar amount successfully
claimed by the prevailing party bears to the aggregate dollar amount claimed.


15.           Miscellaneous.  No provision of this Agreement may be changed
or terminated except by a writing signed by the party or parties to be charged
therewith.  Unless expressly so provided,
no party to this Agreement will be liable for the performance of any other
party’s obligations hereunder.  Either
party hereto may waive compliance by the other with any of the terms,
provisions and conditions set forth herein; provided, however, that any such
waiver shall be in writing specifically setting forth those provisions waived
thereby.  No such waiver shall be deemed
to constitute or imply waiver of any other term, provision or condition of this
Agreement. Neither party may assign its rights or obligations under this
Agreement to any other person or entity without the prior written consent of
the other party.


16.           Entire
Agreement; Severability.  This
Agreement together with any other agreement referred to herein supersedes all
prior understandings and written or oral agreements between the parties with
respect to the Offering and the subject matter hereof. If any portion of this
Agreement shall be held invalid or unenforceable, then so far as is reasonable
and possible (i) the remainder of this Agreement shall be considered valid and
enforceable and (ii) effect shall be given to the intent manifested by the
portion held invalid or unenforceable.


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



 20
 









 


If the foregoing is in accordance with your
understanding of the agreement between Redpoint and the Placement Agent, kindly
sign and return this Agreement, whereupon it will become a binding agreement
between Redpoint and the Placement Agent in accordance with its terms.


	
  

  	
  REDPOINT BIO CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Raymond
  Salemme

  
	
   

  	
   

  	
  F. Raymond
  Salemme

  
	
   

  	
   

  	
  Chief Executive
  Officer

  



 


Accepted and agreed to this

4th day of December, 2006:


 


	
  NATIONAL SECURITIES
  CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   /s/ Brian Friedman

  	
   

  
	
   

  	
  Brian Friedman

  	
   

  
	
   

  	
  Director
  Corporate Finance

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BREAN MURRAY,
  CARRET & CO., LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   /s/ John Fletcher

  	
   

  
	
   

  	
  John Fletcher

  	
   

  
	
   

  	
  Senior Vice
  President Investment Banking

  	
   

  



 



 21
 









SCHEDULE 1

DISCLOSURE SCHEDULES


 



 22















Exhibit A-1


Form of Opinion-Redpoint Counsel


National Securities Corporation

875 N. Michigan Avenue, Suite 1560

Chicago, IL 60611


-and-


Brean Murray, Carret & Co., LLC

570 Lexington Avenue, 11th Floor

New York, NY 10022


Re:                               Offering of
Units of Redpoint Bio Corporation


Ladies and Gentlemen:


We have acted as counsel for
Redpoint Bio Corporation, a Delaware corporation (“Redpoint”), in
connection with the private placement (the “Offering”) of [        ]
units (“Units”) of [a to-be-named public entity] (“Pubco”), which
is anticipated will become the publicly-traded parent of Redpoint immediately
prior to the closing of the Offering, pursuant to that certain Placement Agency
Agreement dated December 4, 2006 (the “Placement Agency Agreement”) by
and among Redpoint and National Securities Corporation and Brean Murray, Carret
& Co., LLC (together, the “Placement Agents”).  Each Unit, prior to the application of any
exchange ratio relating to the Reverse Merger (as defined below), consists of
one share of common stock of Pubco (the “Common Stock” or “Shares”)
and a three-year warrant to purchase 25% of the number of Shares purchased (“Warrant”).  Immediately prior to the initial closing of
the Offering, Pubco will acquire Redpoint by merger, through a wholly-owned subsidiary
of [Pubco] (the “Reverse Merger”). 
Terms defined in the Placement Agency Agreement are used as therein
defined, unless otherwise defined herein.


In connection with this
opinion letter, we have examined originals, or copies certified or otherwise identified
to our satisfaction, of (i) the certificate of incorporation of Redpoint, as
amended to date, (ii) the by-laws of Redpoint, as amended to date, (iii) the
Confidential Private Placement Memorandum dated December 4, 2006, as
supplemented by that certain [Supplement] 


 













dated February [  ],
2007 (the “Memorandum”), (iv) the Placement Agency Agreement, (v) the
Escrow Agreement, (vi) the Merger Agreement, (vii) the Certificate of  Merger filed with the Secretary of State of
the State of Delaware on [        ],
2007 (the “Certificate of Merger”), (viii) the form of Warrant
issuable pursuant to the purchase of the Units, (ix) the Placement Agent
Warrant, (x) Registration Rights Agreement, dated [                ],
2007, by and among Pubco, the Placement Agents and the parties listed on the
signature page and Exhibit A thereto (the “Registration Rights
Agreement”), (xi) the Subscription Agreement and (xii) such other
documents and records as we deemed appropriate for purposes of the opinions set
forth herein.  The Placement Agency
Agreement, Escrow Agreement, Merger Agreement, Warrant, Placement Agent
Warrant, Registration Rights Agreement and Subscription Agreement are referred
to herein collectively as the “Transaction Documents”.


We
have assumed the genuineness of all signatures except for executive officers of
Redpoint, the legal capacity of natural persons, the authenticity of the
documents submitted to us as originals, the conformity to the original
documents of all documents submitted to us as certified, facsimile or
photostatic copies, and the authenticity of the originals of all documents
submitted to us as copies. We have also assumed that the Placement Agency
Agreement constitutes a valid and binding obligation of each party thereto
other than Redpoint.


As to
any facts that are material to the opinions hereinafter expressed that we did
not independently establish or verify, we have relied without investigation
upon the representations of Redpoint contained in the Placement Agency
Agreement and upon certificates  of officers of
Redpoint.


In rendering the opinions
set forth herein, whenever a statement  or opinion
herein is qualified by “to our knowledge”, “known to us” or by words of similar
import, it is intended to indicate that, during the course of our
representation of Redpoint in the subject transaction, no information has come
to the attention of those lawyers in our firm who have rendered legal services
in connection with the preparation of the Memorandum that gives us actual
knowledge of the inaccuracy of such statement or opinion.  Except as specifically set forth herein, we
have not undertaken any independent investigation to determine the accuracy of
facts material to any such statement or opinion, and no inference as to such
statement or opinion should be drawn from the fact of our representation of
Redpoint.  In making judgments in respect
of matters of materiality, we have, to the extent we deemed appropriate, relied
upon management and other representatives of Redpoint in assessing the possible
impact of such items upon Redpoint.


Based upon and subject to
the foregoing and to the limitations and qualifications described below, we are
of the opinion that:


1.             Redpoint is a
validly existing corporation in good standing under the laws of the State of
Delaware, has full corporate power and authority to own, lease and operate its
properties and conduct its business as described in the Memorandum and is duly
qualified as a foreign corporation and in good standing in the State of New
Jersey.


 



 2
 









2.             The authorized
capital stock of Redpoint on the date hereof consists of (i) [14,000,000]
shares of Common Stock, $0.0001 par value per share, and (ii) [10,000,000]
shares of convertible preferred stock, $0.0001 par value per share (“Preferred
Stock”).


3.             The execution and
delivery by Redpoint of the Transaction Documents to which it is a party and
the consummation by Redpoint of the transactions contemplated thereby have been
duly authorized by all necessary corporate action on the part of Redpoint and
duly executed and delivered by Redpoint. 
Each of the Transaction Documents to which it is a party constitutes the
legal, valid and binding obligation of Redpoint, enforceable against Redpoint
in accordance with its terms.


4.             The execution and
delivery by Redpoint of the Transaction Documents to which it is a party and
the consummation by Redpoint of the transactions contemplated thereby will not
(i) violate the provisions of the Delaware General Corporation Law or any
United States federal or New Jersey state law, rule or regulation known to us
to be currently applicable to Redpoint; (ii) violate the provisions of
Redpoint’s certificate of incorporation or by-laws; (iii) violate any
judgment, decree, order or award known to us of any court, governmental body or
arbitrator having jurisdiction over Redpoint; or (iv) result in the breach
or termination of any material term or provision of an agreement to which
Redpoint is a party and is described in the Memorandum (each, a “Material
Agreement”).


5.             Either (i) no
consent, approval or authorization of, or other action by, and no notice to or
filing with, any United States federal or state governmental authority on the
part of Redpoint is required in connection with the valid execution and
delivery of the Transaction Documents to which it is a party and the
consummation by Redpoint of the transactions contemplated thereunder, except
for (A) the filing of a Form D that may be filed with the United
States Securities and Exchange Commission; (B) any filings under the
securities laws of the various jurisdictions in which the Shares, Warrants and
Placement Agent Warrants are being offered and sold in the Offering; (C) the
Certificate of Merger; and (D) any filings relating to public disclosure
of the transactions contemplated by the Transaction Documents, or (ii) any
required consent, approval, authorization, action or filing has been obtained,
performed or made by Redpoint.


6.             Based in part upon
the representations made by you in the Placement Agency Agreement and by the
[purchasers] in the Subscription Agreement, the offer, sale and issuance of the
Units and the securities comprising the Units to be issued in conformity with
the terms of the Placement Agency Agreement and Subscription Agreement,
constitute transactions exempt from the registration requirements of Section 5
of the Securities Act of 1933, as amended.


Our opinions expressed above
are subject to the following limitations, exceptions, qualifications and
assumptions.


 



 3
 









 


A.            For purposes of our opinions in
paragraph 1 above as to the valid existence and good standing of Redpoint, we
have relied solely upon good standing or similar certificates issued by
appropriate authorities in the subject jurisdictions.


B.            For purposes of our opinions set
forth herein, we have relied on officer’s certificate(s) (with respect to the
officer’s certificate, only the opinions in paragraphs 4(iv) and 5),
the certificate of incorporation, and minute books and stock records relating
to meetings and written actions of the Board of Directors and stockholders of
Redpoint.  Redpoint has represented to us
that the records and documents made available to us are complete and accurate
and constitute all of Redpoint’s records and documents with respect to the
issuance of shares of its capital stock, options, warrants, conversion
privileges or other rights to purchase shares of its capital stock.


C.            The opinions expressed in this
letter are limited to the state laws of the State of New Jersey, the General
Corporation Law of the State of Delaware and the federal securities laws of the
United States of America, and we express no opinion with respect to the laws of
any other state or jurisdiction. 
Furthermore, we express no opinion on any matter covered by (i) the
“blue sky” or securities laws of any state, (ii) laws, rules or
regulations applicable to (1) patents, copyrights, trademarks and other
proprietary rights and licenses or (2) the United States Food and Drug
Administration, or (3) health care regulatory matters or health care
reimbursement.  For purposes of our
opinion in paragraph 4 above, we have considered only those state laws and
additional U.S. federal laws that are generally known to be applicable to
transactions of the type contemplated by the Transaction Documents.  We call to your attention to the fact that
the Placement Agency Agreement, the Escrow Agreement and the Subscription
Agreement state that they are governed by the law of the State of New
York.  We have made no investigation of
New York law nor consulted with counsel admitted to practice law in the State
of New York.  We have not examined the
question of what law would govern the interpretation or enforcement of the
Placement Agency Agreement, the Escrow Agreement and the Subscription
Agreement, and our opinion with regard to the validity, binding nature and
enforceability of the Placement Agency Agreement, the Escrow Agreement and the
Subscription Agreement is based upon the assumption that the substantive laws
of the State of New York are substantially similar to the internal law of the
State of New Jersey.


D.            The opinions expressed herein are
subject to bankruptcy, insolvency, fraudulent transfer and other similar laws
affecting the rights and remedies of creditors generally and general principles
of equity.


E.             Provisions of the Transaction
Documents relating to indemnification, contribution or exculpation may be
limited by public policy or by law.


F.             In rendering the opinion expressed
in paragraphs 5 and 6 above, we have assumed the accuracy of, and have relied
upon, the Company’s representations in the [Placement Agency Agreement] that
the Company has made no offer to sell the Shares by means of any general
solicitation or publication of any advertisement therefor.


 



 4
 









G.            For purposes of the opinion in
paragraph 4, where any Material Agreement states that it is governed by
laws of a state other than the laws of New Jersey, we have not made any
investigation of the laws of such other state but have merely assumed that they
would be interpreted in accordance with their plain meaning.  We have not reviewed the covenants in the
Material Agreements that contain financial ratios and other similar financial
restrictions, and no opinion is provided with respect thereto.


H.            We have assumed that the members of
the Company’s Board of Directors and stockholders have complied with applicable
fiduciary duties in connection with the authorization and performance of the
Transaction Documents.  We have also
assumed that the Transaction Documents, and the transactions contemplated
thereby, were fair and reasonable to the Company and its stockholders within
the meaning of Section 144 of the Delaware General Corporation Law.


In addition to the foregoing opinions, we
advise you supplementally that we participated in the preparation of the
Memorandum and in conferences with officers of Redpoint, at which the contents
of the Memorandum and related matters were discussed, and although we have not
undertaken to determine independently, and do not assume any responsibility
for, the accuracy or completeness of the statements contained in the
Memorandum, based on such conferences and our participation in the preparation
of the Memorandum, and any amendment or supplement thereto (other than the
financial statements, including supporting schedules and other financial and
statistical information derived therefrom), to our knowledge, the Memorandum,
as supplemented, does not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they
were made, not misleading.


This opinion letter is
effective only as of the date hereof.  We
do not assume responsibility for updating this opinion letter as of any date
subsequent to its date, and we assume no responsibility for advising you of any
changes with respect to any matters described in this opinion letter that may
occur, or facts that may come to our attention, subsequent to the date
hereof.  This opinion letter is furnished
by us solely for the benefit of the Placement Agents in connection with the
transactions contemplated by the Placement Agency Agreement and may not be
relied upon by the Placement Agents for any other purpose, nor may it be
furnished to or relied upon by any other person or entity for any purpose
whatsoever.  This opinion letter is not
to be quoted in whole or in part or otherwise referred to or used, nor is it to
be filed with any governmental agency or any other person, without our express
written consent.


Very truly yours,


 



 5
 









Exhibit
A-2


Form of Opinion-Pubco Counsel


2.1           Pubco has been duly organized as a corporation and is
validly existing and in good standing under the laws of the jurisdiction of its
incorporation, has full corporate power and authority to own, lease and operate
its properties and conduct its business as described in the Memorandum and is
duly qualified as a foreign corporation for the transaction of business and is
in good standing in each jurisdiction where the conduct of its business makes
such qualification necessary, except where the failure to so qualify would not
have a material adverse effect upon the business (as currently conducted),
financial condition, prospects or results of operation of Pubco (a “Material
Adverse Effect”).


2.2           The authorized capital stock of Pubco on the date hereof
consists of (i) [                                ] shares of Common Stock, [$0.                ] par value per share, and (ii) [                                            ] shares of Preferred Stock, [$0.                ] par value per share.  All outstanding shares of capital stock of
Pubco have been duly authorized and are validly issued, fully paid and
non-assessable.


2.3           The Shares, the Warrants, the Placement Agent Warrants,
and the shares of Common Stock issuable upon exercise of the Warrants and the
Placement Agent Warrants have been duly authorized for issuance by all
necessary corporate action on the part of Pubco. The Shares and the shares of
Common Stock issuable upon exercise of the Warrants and the Placement Agent
Warrants when issued, sold and delivered against payment therefore in
accordance with the provisions of the Memorandum, the Subscription Agreements,
the Warrants or the Placement Agent Warrants, as applicable, will be duly and
validly issued, fully paid and non-assessable. The issuance of the Shares, the
Warrants and the Placement Agent Warrants and the shares of Common Stock
issuable upon exercise of the Warrants and the Placement Agent Warrants are not
subject to any statutory or, to our knowledge, contractual or other preemptive
rights. A sufficient number of authorized but unissued shares of Common Stock
have been reserved for issuance upon exercise of the Warrants and the Placement
Agent Warrants.


2.4           The execution and delivery by Pubco of the Transaction
Documents(1) to which they are a party and the consummation by Pubco of the
transactions contemplated thereby have been duly authorized by all necessary
corporate action on the part of Pubco and duly executed and delivered by
Pubco.  Each of the Transaction Documents
to which it is a party constitutes the legal, valid and binding obligation of
Pubco, enforceable against Pubco in accordance with its terms.


2.5           The execution and delivery by Pubco of the Transaction
Documents to which it is a party and the consummation
by Pubco of the transactions contemplated thereby will not (i) violate the
provisions of the Delaware General Corporation Law or any United States federal
or state law, rule or regulation known to us to be currently applicable to Pubco
or (ii) violate the provisions of Pubco’s Certificate of Incorporation or
By-Laws; (iii) violate any judgment, decree, order or award known to us of any
court, governmental body or arbitrator having jurisdiction over Pubco; or (iv)
result in the breach or 


 


 






(1)             Transaction
Documents should include the Placement Agency Agreement, Escrow Deposit
Agreement, the Merger Agreement, 
Warrant, Placement Agent Warrant; Registration Rights Agreement,
Subscription Agreements.


 



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termination of any material
term or provision of an agreement known to us to which the Company is a party,
except in any such case where the breach or violation would not have a Material
Adverse Effect on Pubco or its ability to perform its obligations under the
Transaction Documents.


2.6           To our knowledge, there is no action, proceeding or
litigation pending or threatened against Pubco before any court, governmental
or administrative agency or body.


2.7           Either (i) no consent, approval or authorization of,
or other action by, and no notice to or filing with, any United States federal
or state governmental authority on the part of Pubco is required in connection
with the valid execution and delivery of the Transaction Documents to which it
is a party and the consummation by Pubco of the transactions contemplated
thereunder, except for (A) the filing of a Form D that may be filed
with the United States Securities and Exchange Commission; (B) any filings
under the securities laws of the various jurisdictions in which the Shares,
Warrants and Placement Agent Warrants are being offered and sold in the
Offering; and (C) any filings relating to public disclosure of the
transactions contemplated by the Transaction Documents, or (ii) any
required consent, approval, authorization, action or filing has been obtained,
performed or made by Pubco.



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Exhibit B


Form of Placement Agent Warrant