Exhibit 10.2
    

    
      REGISTRATION RIGHTS AGREEMENT
    

    
      This Registration Rights Agreement (the “Agreement”) is made and entered
      into as of this 8th day of August, 2008, by and among Opexa
      Therapeutics, Inc., a Texas corporation (the “Company”), and the
      “Investors” named in that certain Unit Purchase Agreement by and among
      the Company and the Investors (the “Purchase Agreement”).
    

    
      The parties hereby agree as follows:
    

    
      1.  Certain Definitions.
    

    
      As used in this Agreement, the following terms shall have the following
      meanings:
    

    
      “Affiliate” means, with respect to any person, any other
      person which directly or indirectly controls, is controlled by, or is
      under common control with, such person.
    

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

    
      “Common Stock” shall mean the Company’s common stock, par
      value $0.50 per share, and any securities into which such shares may
      hereinafter be reclassified.
    

    
      “Investors” shall mean the Investors identified in the
      Purchase Agreement and any Affiliate or permitted transferee of any
      Investor who is a subsequent holder of any Warrants or Registrable
      Securities.
    

    
      “Prospectus” shall mean (i) the prospectus included in any
      Registration Statement, as amended or supplemented by any prospectus
      supplement, with respect to the terms of the offering of any portion of
      the Registrable Securities covered by such Registration Statement and by
      all other amendments and supplements to the prospectus, including
      post-effective amendments and all material incorporated by reference in
      such prospectus, and (ii) any “free writing prospectus” as defined in
      Rule 405 under the 1933 Act.
    

    
      “Register,” “registered” and “registration”
      refer to a registration made by preparing and filing a Registration
      Statement or similar document in compliance with the 1933 Act (as
      defined below), and the declaration or ordering of effectiveness of such
      Registration Statement or document.
    

    
      “Registrable Securities” shall mean (i) the Shares, (ii)
      the Warrant Shares and (iii) any other securities issued or issuable
      with respect to or in exchange for Registrable Securities; provided,
      that, a security shall cease to be a Registrable Security upon (a) a
      Registration Statement with respect to the sale of such securities shall
      have become effective under the 1933 Act and such securities shall have
      been sold, transferred, disposed of or exchanged pursuant to such
      Registration Statement, (b) such securities shall have been otherwise
      transferred, new certificates for them not bearing a legend restricting
      further transfer shall have been delivered by the Company and subsequent
      public distribution of them shall not require registration under the
      1933 Act, (c) such securities shall have ceased to be outstanding, or
      (d) such securities are saleable under Rule 144 of the 1933 Act without
      regard to any volume limitation requirements under Rule 144 of the 1933
      Act.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      “Registration Statement” shall mean any registration
      statement of the Company filed under the 1933 Act that covers the resale
      of any of the Registrable Securities pursuant to the provisions of this
      Agreement, amendments and supplements to such Registration Statement,
      including post-effective amendments, all exhibits and all material
      incorporated by reference in such Registration Statement.
    

    
      “Required Investors” means the Investors beneficially
      owning a majority of the Shares and the Warrant Shares then constituting
      Registrable Securities.
    

    
      “SEC” means the U.S. Securities and Exchange Commission.
    

    
      “Shares” means the shares of Common Stock issued pursuant
      to the Purchase Agreement.
    

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

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

    
      “Warrants” means, the Series F Warrants to purchase shares
      of Common Stock issued to the Investors pursuant to the Purchase
      Agreement, the form of which is attached to the Purchase Agreement as
      Exhibit A.
    

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

    
      2.  Registration.
    

    
         (a)  Registration Statements.  Promptly
      following the closing of the purchase and sale of the securities
      contemplated by the Purchase Agreement (the “Closing Date”) but no later
      than sixty (60) days after the Closing Date (the “Filing Deadline”), the
      Company shall prepare and file with the SEC one Registration Statement
      on Form S-3 (or, if Form S-3 is not then available to the Company, on
      such form of registration statement as is then available to effect a
      registration for resale of the Registrable Securities, subject to the
      prior written consent of the Required Investors), covering the resale of
      securities equaling (a) 100% of the Shares and (b) 120% of the Warrant
      Shares.  Subject to any SEC comments, such Registration Statement shall
      include the plan of distribution attached hereto as Exhibit A
      (the “Plan of Distribution”).  Such Registration Statement also shall
      cover, to the extent allowable under the 1933 Act (including Rule 416),
      such indeterminate number of additional shares of Common Stock resulting
      from stock splits, stock dividends or similar transactions with respect
      to the Registrable Securities.  Such Registration Statement shall not
      include any shares of Common Stock or other securities for the account
      of any other holder without the prior written consent of the Required
      Investors.  The Registration Statement (and each amendment or supplement
      thereto, and each request for acceleration of effectiveness thereof)
      shall be provided in accordance with Section 3(c) to the Investors and
      their counsel prior to its filing or other submission.  If a
      Registration Statement covering the Registrable Securities is not filed
      with the SEC on or prior to the Filing Deadline, the Company will make
      pro rata payments to each Investor, as liquidated damages and not as a
      penalty, in an amount equal to 1.0% of the aggregate amount invested by
      such Investor for each 30-day period or pro rata for any portion thereof
      following the Filing Deadline for which no Registration Statement is
      filed with respect to the Registrable Securities.  Provided, however, in
      no event shall such liquidated damages exceed 6% of the aggregate amount
      invested by the Investor.  Such payments shall constitute the Investors’
      exclusive monetary remedy for such events, but shall not affect the
      right of the Investors to seek injunctive relief.  Such payments shall
      be made to each Investor in cash and shall be paid monthly within three
      (3) Business Days of the end of the month for which such payment is
      accrued.
    

    
      
        

        

      

      
        
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         (b)  Expenses.  The Company will pay
      all expenses associated with each registration, including filing and
      printing fees, the Company’s counsel and accounting fees and expenses,
      costs associated with clearing the Registrable Securities for sale under
      applicable state securities laws, listing fees, fees and expenses of one
      counsel to the Investors (not to exceed $15,000) and the Investors’
      reasonable expenses in connection with the registration, but excluding
      discounts, commissions, fees of underwriters, selling brokers, dealer
      managers or similar securities industry professionals with respect to
      the Registrable Securities being sold.
    

    
         (c)  Effectiveness.
    

    
             (i)  The Company shall use reasonable best efforts to have the
      Registration Statement declared effective as soon as practicable.  Any
      request for acceleration of the Registration Statement shall seek
      effectiveness at 5:00 p.m., New York time, or as soon thereafter as
      practicable.  The Company shall notify the Investors by facsimile or
      e-mail as promptly as practicable, and in any event, prior to 9:00 a.m.,
      New York time, on the day after any Registration Statement is declared
      effective, shall file with the SEC under Rule 424 a final Prospectus as
      promptly as practicable, and in any event, prior to 9:00 a.m., New York
      time, on the day after any Registration Statement is declared effective,
      and shall advise the Investors in writing that either (i) it has
      complied with the requirements of Rule 172 or (ii) it is unable to
      satisfy the conditions of Rule 172 and, as a result, Investors are
      required to deliver a copy of the Prospectus in connection with any
      sales of Registrable Securities (in which case, the Company shall
      deliver to the Investors a copy of the Prospectus to be used in
      connection with the sale or other disposition of the securities covered
      thereby).  If a Registration Statement covering the Registrable
      Securities is not declared effective by the SEC prior to the earlier of
      (A) five (5) Business Days after the SEC shall have informed the Company
      that no review of the Registration Statement will be made or that the
      SEC has no further comments on the Registration Statement or (B) the 120th
      day after the Closing Date (the 150th day after the Closing
      Date if the SEC comments on the Registration Statement) then the Company
      will make pro rata payments to each Investor, as liquidated damages and
      not as a penalty, in an amount equal to 1.0% of the aggregate amount
      invested by such Investor for each 30-day period or pro rata for any
      portion thereof following the date by which such Registration Statement
      should have been effective (the “Blackout Period”).  Such payments shall
      constitute the Investors’ exclusive monetary remedy for such events, but
      shall not affect the right of the Investors to seek injunctive
      relief.  The amounts payable as liquidated damages pursuant to this
      paragraph shall be paid monthly within three (3) Business Days of the
      last day of each month.  Provided, however, in no event shall such
      liquidated damages combined with those liquidated damages paid pursuant
      to Section 2(a) exceed 6% of the aggregate amount invested by the
      Investor.  Such payments shall constitute the Investors’ exclusive
      monetary remedy for such events, but shall not affect the right of the
      Investors to seek injunctive relief.  Such payments shall be made to
      each Investor in cash.
    

    
      
        

        

      

      
        
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            (ii)  For not more than twenty (20) consecutive days or for a
      total of not more than forty-five (45) days in any twelve (12) month
      period, the Company may delay the disclosure of material non-public
      information concerning the Company, by suspending the use of any
      Prospectus included in any registration contemplated by this Section
      containing such information, the disclosure of which at the time is not,
      in the good faith opinion of the Company, in the best interests of the
      Company (an “Allowed Delay”); provided, that the Company shall promptly
      (a) notify the Investors in writing of the existence of (but in no
      event, without the prior written consent of an Investor, shall the
      Company disclose to such Investor any of the facts or circumstances
      regarding) material non-public information giving rise to an Allowed
      Delay, (b) advise the Investors in writing to cease all sales under the
      Registration Statement until the end of the Allowed Delay and (c) use
      reasonable best efforts to terminate an Allowed Delay as promptly as
      practicable.
    

    
         (d)  Limitation on Liquidated Damages.  Notwithstanding
      the other provisions of this Section 2, in no event shall the Company be
      liable for liquidated damages in excess of an aggregate of 6.0% of the
      aggregate amount invested by the Investors pursuant to the Purchase
      Agreement.
    

    
      3.  Company Obligations.  The Company will use
      reasonable best efforts to effect the registration of the Registrable
      Securities in accordance with the terms hereof, and pursuant thereto the
      Company will, as expeditiously as possible:
    

    
         (a)  use reasonable best efforts to cause such Registration Statement
      to become effective at 5:00 p.m., New York time, or as soon thereafter
      as practicable and to remain continuously effective for a period that
      will terminate upon the earlier of (i) the date on which all Registrable
      Securities covered by such Registration Statement as amended from time
      to time, have been sold, and (ii) the date on which all Registrable
      Securities covered by such Registration Statement may be sold pursuant
      to Rule 144 of the 1933 Act without regard to any volume limitation
      requirements under Rule 144 of the 1933 Act (the “Effectiveness Period”)
      and advise the Investors in writing when the Effectiveness Period has
      expired;
    

    
         (b)  prepare and file with the SEC such amendments and post-effective
      amendments to the Registration Statement and the Prospectus as may be
      necessary to keep the Registration Statement effective for the
      Effectiveness Period and to comply with the provisions of the 1933 Act
      and the 1934 Act with respect to the distribution of all of the
      Registrable Securities covered thereby;
    

    
         (c)  furnish to each of the Investors and their single designated
      legal counsel (i) promptly after the same is prepared and publicly
      distributed, filed with the SEC, or received by the Company (but not
      later than two (2) Business Days after the filing date, receipt date or
      sending date, as the case may be) one (1) copy of any Registration
      Statement and any amendment thereto, each preliminary prospectus and
      Prospectus and each amendment or supplement thereto, and each letter
      written by or on behalf of the Company to the SEC or the staff of the
      SEC, and each item of correspondence from the SEC or the staff of the
      SEC, in each case relating to such Registration Statement (other than
      any portion of any thereof which contains information for which the
      Company has sought confidential treatment), and (ii) such number of
      copies of a Prospectus, including a preliminary prospectus, and all
      amendments and supplements thereto and such other documents as each
      Investor may reasonably request in order to facilitate the disposition
      of the Registrable Securities owned by such Investor that are covered by
      the related Registration Statement;
    

    
      
        

        

      

      
        
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         (d)  use reasonable best efforts to (i) prevent the issuance of any
      stop order or other suspension of effectiveness and, (ii) if such order
      is issued, obtain the withdrawal of any such order at the earliest
      possible moment;
    

    
         (e)  prior to any public offering of Registrable Securities, use best
      efforts to (i) register or qualify or cooperate with the Investors and
      their counsel in connection with the registration or qualification of
      such Registrable Securities for offer and sale under the securities or
      blue sky laws of such jurisdictions requested by the Investors and (ii)
      do any and all other acts or things necessary or advisable to enable the
      distribution in such jurisdictions of the Registrable Securities covered
      by the Registration Statement; provided, however, that the Company shall
      not be required in connection therewith or as a condition thereto to (i)
      qualify to do business in any jurisdiction where it would not otherwise
      be required to qualify but for this Section 3(f), (ii) subject itself to
      general taxation in any jurisdiction where it would not otherwise be so
      subject but for this Section 3(f), or (iii) file a general consent to
      service of process in any such jurisdiction;
    

    
         (f)  use reasonable best efforts to cause all Registrable Securities
      covered by a Registration Statement to be listed on each securities
      exchange, interdealer quotation system or other market on which similar
      securities issued by the Company are then listed;
    

    
         (g)  immediately notify the Investors, at any time prior to the end
      of the Effectiveness Period, upon discovery that, or upon the happening
      of any event as a result of which, the Prospectus includes an untrue
      statement of a material fact or omits to state any material fact
      required to be stated therein or necessary to make the statements
      therein not misleading in light of the circumstances then existing, and
      promptly prepare, file with the SEC and furnish to such holder a
      supplement to or an amendment of such Prospectus as may be necessary so
      that such Prospectus shall not include an 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 not misleading in light of the
      circumstances then existing; and
    

    
         (h)  otherwise use best efforts to comply with all applicable rules
      and regulations of the SEC under the 1933 Act and the 1934 Act,
      including, without limitation, Rule 172 under the 1933 Act, file any
      final Prospectus, including any supplement or amendment thereof, with
      the SEC pursuant to Rule 424 under the 1933 Act, promptly inform the
      Investors in writing if, at any time during the Effectiveness Period,
      the Company does not satisfy the conditions specified in Rule 172 and,
      as a result thereof, the Investors are required to deliver a Prospectus
      in connection with any disposition of Registrable Securities and take
      such other actions as may be reasonably necessary to facilitate the
      registration of the Registrable Securities hereunder; and make available
      to its security holders, as soon as reasonably practicable, but not
      later than the Availability Date (as defined below), an earnings
      statement covering a period of at least twelve (12) months, beginning
      after the effective date of each Registration Statement, which earnings
      statement shall satisfy the provisions of Section 11(a) of the 1933 Act,
      including Rule 158 promulgated thereunder (for the purpose of this
      subsection 3(i), “Availability Date” means the 45th day following the
      end of the fourth fiscal quarter that includes the effective date of
      such Registration Statement, except that, if such fourth fiscal quarter
      is the last quarter of the Company’s fiscal year, “Availability Date”
      means the 90th day after the end of such fourth fiscal quarter).
    

    
      
        

        

      

      
        
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         (i)  With a view to making available to the Investors the benefits of
      Rule 144 of the 1933 Act (or its successor rule) and any other rule or
      regulation of the SEC that may at any time permit the Investors to sell
      shares of Common Stock to the public without registration, the Company
      covenants and agrees to:  (i) use its best efforts to make and keep
      public information available, as those terms are understood and defined
      in Rule 144, until the earlier of (A) six months after such date as all
      of the Registrable Securities may be resold pursuant to Rule 144 without
      regard to any volume limitation requirements under Rule 144 or (B) such
      date as all of the Registrable Securities shall have been resold;
      (ii) use its best efforts to file with the SEC in a timely manner all
      reports and other documents required of the Company under the 1934 Act;
      and (iii) furnish to each Investor upon request, as long as such
      Investor owns any Registrable Securities, (A) a written statement by the
      Company that it has complied with the reporting requirements of the 1934
      Act, (B) a copy of the Company’s most recent Annual Report on Form 10-K
      or Quarterly Report on Form 10-Q, and (C) such other information as may
      be reasonably requested in order to avail such Investor of any rule or
      regulation of the SEC that permits the selling of any such Registrable
      Securities without registration.
    

    
      4.  Due Diligence Review; Information.  The Company
      shall make available, during normal business hours, for inspection and
      review by the Investors, advisors to and representatives of the
      Investors (who may or may not be affiliated with the Investors and who
      are reasonably acceptable to the Company), all financial and other
      records, all SEC Filings (as defined in the Purchase Agreement) and
      other filings with the SEC, and all other corporate documents and
      properties of the Company as may be reasonably necessary for the purpose
      of such review, and cause the Company’s officers, directors and
      employees, within a reasonable time period, to supply all such
      information reasonably requested by the Investors or any such
      representative, advisor or underwriter in connection with such
      Registration Statement (including, without limitation, in response to
      all questions and other inquiries reasonably made or submitted by any of
      them), prior to and from time to time after the filing and effectiveness
      of the Registration Statement for the sole purpose of enabling the
      Investors and such representatives, advisors and underwriters and their
      respective accountants and attorneys to conduct initial and ongoing due
      diligence with respect to the Company and the accuracy of such
      Registration Statement.
    

    
      The Company shall not disclose material nonpublic information to the
      Investors, or to advisors to or representatives of the Investors, unless
      prior to disclosure of such information the Company identifies such
      information as being material nonpublic information and provides the
      Investors, such advisors and representatives with the opportunity to
      accept or refuse to accept such material nonpublic information for
      review and any Investor wishing to obtain such information enters into
      an appropriate confidentiality agreement with the Company with respect
      thereto.
    

    
      
        

        

      

      
        
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      5.  Obligations of the Investors.
    

    
         (a)  Each Investor shall furnish in writing to the Company such
      information regarding itself, the Registrable Securities held by it and
      the intended method of disposition of the Registrable Securities held by
      it, as shall be reasonably required to effect the registration of such
      Registrable Securities and shall execute such documents in connection
      with such registration as the Company may reasonably request, including
      a completed questionnaire in the form attached hereto as Exhibit B.  At
      least ten (10) Business Days prior to the first anticipated filing date
      of any Registration Statement, the Company shall notify each Investor of
      the information the Company requires from such Investor if such Investor
      elects to have any of the Registrable Securities included in the
      Registration Statement.  An Investor shall provide such information to
      the Company at least two (2) Business Days prior to the first
      anticipated filing date of such Registration Statement if such Investor
      elects to have any of the Registrable Securities included in the
      Registration Statement.
    

    
         (b)  Each Investor, by its acceptance of the Registrable Securities
      agrees to cooperate with the Company as reasonably requested by the
      Company in connection with the preparation and filing of a Registration
      Statement hereunder, unless such Investor has notified the Company in
      writing of its election to exclude all of its Registrable Securities
      from such Registration Statement.
    

    
         (c)  Each Investor agrees that, upon receipt of any notice from the
      Company of either (i) the commencement of an Allowed Delay pursuant to
      Section 2(c)(ii) or (ii) the happening of an event pursuant to Section
      3(h) hereof, such Investor will immediately discontinue disposition of
      Registrable Securities pursuant to the Registration Statement covering
      such Registrable Securities, until the Investor is advised by the
      Company that such dispositions may again be made.
    

    
      6.  Indemnification.
    

    
         (a)  Indemnification by the Company.  The
      Company will indemnify and hold harmless each Investor and its officers,
      directors, members, employees and agents, successors and assigns, and
      each other person, if any, who controls such Investor within the meaning
      of the 1933 Act, against any losses, claims, damages or liabilities,
      joint or several, to which they may become subject under the 1933 Act or
      otherwise, insofar as such losses, claims, damages or liabilities (or
      actions in respect thereof) arise out of or are based upon: (i) any
      untrue statement or alleged untrue statement of any material fact
      contained in any Registration Statement, any preliminary Prospectus or
      final Prospectus, or any amendment or supplement thereof; (ii) any blue
      sky application or other document executed by the Company specifically
      for that purpose or based upon written information furnished by the
      Company filed in any state or other jurisdiction in order to qualify any
      or all of the Registrable Securities under the securities laws thereof
      (any such application, document or information herein called a “Blue Sky
      Application”); (iii) the omission or alleged omission to state therein a
      material fact required to be stated therein or necessary to make the
      statements therein not misleading; (iv) any violation by the Company or
      its agents of any rule or regulation promulgated under the 1933 Act
      applicable to the Company or its agents and relating to action or
      inaction required of the Company in connection with such registration;
      or (v) any failure to register or qualify the Registrable Securities
      included in any such Registration in any state where the Company or its
      agents has affirmatively undertaken or agreed in writing that the
      Company will undertake such registration or qualification on an
      Investor’s behalf and will reimburse such Investor, and each such
      officer, director, member, employee, agent, successor and assign, and
      each such controlling person for any legal or other expenses reasonably
      incurred by them in connection with investigating or defending any such
      loss, claim, damage, liability or action; provided, however,
      that the Company will not be liable in any such case if and to the
      extent that any such loss, claim, damage or liability arises out of or
      is based upon an untrue statement or alleged untrue statement or
      omission or alleged omission so made in conformity with information
      furnished by such Investor or any such controlling person in writing
      specifically for use in such Registration Statement or Prospectus.
    

    
      
        

        

      

      
        
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         (b)  Indemnification by the Investors.  Each
      Investor agrees, severally but not jointly, to indemnify and hold
      harmless, to the fullest extent permitted by law, the Company, its
      directors, officers, employees, stockholders and each person who
      controls the Company (within the meaning of the 1933 Act) against any
      losses, claims, damages, liabilities and expense (including reasonable
      attorney fees) resulting from any untrue statement of a material fact or
      any omission of a material fact required to be stated in the
      Registration Statement or Prospectus or preliminary Prospectus or
      amendment or supplement thereto or necessary to make the statements
      therein not misleading, to the extent, but only to the extent that such
      untrue statement or omission is contained in any information furnished
      in writing by such Investor to the Company specifically for inclusion in
      such Registration Statement or Prospectus or amendment or supplement
      thereto.  In no event shall the liability of an Investor be greater in
      amount than the dollar amount of the proceeds (net of all expense paid
      by such Investor in connection with any claim relating to this Section 6
      and the amount of any damages such Investor has otherwise been required
      to pay by reason of such untrue statement or omission) received by such
      Investor upon the sale of the Registrable Securities included in the
      Registration Statement giving rise to such indemnification
      obligation.  In addition, an Investor shall not be liable hereunder to
      the extent that any such loss, claim, damage, liability (or action or
      proceeding in respect thereof) or expense arises out of the Company’s,
      or any underwriter’s, or their representatives’ failure to send or give
      a copy of a final Prospectus, as the same may be then supplemented or
      amended, to the person or entity asserting an untrue statement or
      alleged untrue statement or omission or alleged omission at or prior to
      the written confirmation of the sale of securities to such person or
      entity if such statement or omission was corrected in such final
      Prospectus.
    

    
         (c)  Conduct of Indemnification
      Proceedings.  Any person entitled to indemnification hereunder shall
      (i) give prompt notice to the indemnifying party of any claim with
      respect to which it seeks indemnification and (ii) permit such
      indemnifying party to assume the defense of such claim with counsel
      reasonably satisfactory to the indemnified party; provided that
      any person entitled to indemnification hereunder shall have the right to
      employ separate counsel and to participate in the defense of such claim,
      but the fees and expenses of such counsel shall be at the expense of
      such person unless (a) the indemnifying party has agreed to pay such
      fees or expenses, (b) the indemnifying party shall have failed to assume
      the defense of such claim and employ counsel reasonably satisfactory to
      such person or (c) in the reasonable judgment of any such person, based
      upon written advice of its counsel, a conflict of interest exists
      between such person and the indemnifying party with respect to such
      claims (in which case, if the person notifies the indemnifying party in
      writing that such person elects to employ separate counsel at the
      expense of the indemnifying party, the indemnifying party shall not have
      the right to assume the defense of such claim on behalf of such person);
      and provided, further, that the failure of any indemnified
      party to give notice as provided herein shall not relieve the
      indemnifying party of its obligations hereunder, except to the extent
      that such failure to give notice shall materially adversely affect the
      indemnifying party in the defense of any such claim or litigation.  It
      is understood that the indemnifying party shall not, in connection with
      any proceeding in the same jurisdiction, be liable for fees or expenses
      of more than one separate firm of attorneys at any time for all such
      indemnified parties.  No indemnifying party will, except with the
      consent of the indemnified party, consent to entry of any judgment or
      enter into any settlement that does not include as an unconditional term
      thereof the giving by the claimant or plaintiff to such indemnified
      party of a release from all liability in respect of such claim or
      litigation.
    

    
      
        

        

      

      
        
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         (d)  Contribution.  If for any reason
      the indemnification provided for in the preceding paragraphs (a) and (b)
      is unavailable to an indemnified party or insufficient to hold it
      harmless, other than as expressly specified therein, then the
      indemnifying party shall contribute to the amount paid or payable by the
      indemnified party as a result of such loss, claim, damage or liability
      in such proportion as is appropriate to reflect the relative fault of
      the indemnified party and the indemnifying party, as well as any other
      relevant equitable considerations.  No person guilty of fraudulent
      misrepresentation within the meaning of Section 11(f) of the 1933 Act
      shall be entitled to contribution from any person not guilty of such
      fraudulent misrepresentation.  In no event shall the contribution
      obligation of a holder of Registrable Securities be greater in amount
      than the dollar amount of the proceeds (net of all expenses paid by such
      holder in connection with any claim relating to this Section 6 and the
      amount of any damages such holder has otherwise been required to pay by
      reason of such untrue or alleged untrue statement or omission or alleged
      omission) received by it upon the sale of the Registrable Securities
      giving rise to such contribution obligation.
    

    
      7.  Miscellaneous.
    

    
         (a)  Amendments and Waivers.  This
      Agreement may be amended only by a writing signed by the Company and the
      Required Investors.  The Company may take any action herein prohibited,
      or omit to perform any act herein required to be performed by it, only
      if the Company shall have obtained the written consent to such
      amendment, action or omission to act, of the Required Investors.
    

    
         (b)  Notices.  All notices and other
      communications provided for or permitted hereunder shall be made as set
      forth in Section 9.4 of the Purchase Agreement.
    

    
         (c)  Assignments and Transfers by
      Investors.  The provisions of this Agreement shall be binding upon
      and inure to the benefit of the Investors and their respective
      successors and assigns.  An Investor may transfer or assign, in whole or
      from time to time in part, to one or more persons its rights hereunder
      in connection with the transfer of Registrable Securities by such
      Investor to such person, provided that such Investor complies with all
      laws applicable thereto and provides written notice of assignment to the
      Company promptly after such assignment is effected.
    

    
      
        

        

      

      
        
          9
        

        
          


        

      

      
        

        

      

    

    
         (d)  Assignments and Transfers by the
      Company.  This Agreement may not be assigned by the Company (whether
      by operation of law or otherwise) without the prior written consent of
      the Required Investors, provided, however, that the Company may assign
      its rights and delegate its duties hereunder to any surviving or
      successor corporation in connection with a merger or consolidation of
      the Company with another corporation, or a sale, transfer or other
      disposition of all or substantially all of the Company’s assets to
      another corporation, without the prior written consent of the Required
      Investors, after notice duly given by the Company to each Investor.
    

    
         (e)  Benefits of the Agreement.  The
      terms and conditions of this Agreement shall inure to the benefit of and
      be binding upon the respective permitted successors and assigns of the
      parties.  Nothing in this Agreement, express or implied, is intended to
      confer upon any party other than the parties hereto or their respective
      successors and assigns any rights, remedies, obligations, or liabilities
      under or by reason of this Agreement, except as expressly provided in
      this Agreement.
    

    
         (f)  Counterparts; Faxes.  This
      Agreement may be executed in one or more counterparts, each of which
      shall be deemed an original, but all of which together shall constitute
      one and the same instrument.  This Agreement may also be executed via
      facsimile, which shall be deemed an original.
    

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

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

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

    
         (j)  Entire Agreement.  This
      Agreement is intended by the parties as a final expression of their
      agreement and intended to be a complete and exclusive statement of the
      agreement and understanding of the parties hereto in respect of the
      subject matter contained herein.  This Agreement supersedes all prior
      agreements and understandings between the parties with respect to such
      subject matter.
    

    
      
        

        

      

      
        
          10
        

        
          


        

      

      
        

        

      

    

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

    
      
        

        

      

      
        
          11
        

        
          


        

      

      
        

        

      

    

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

    
    	
          The Company:
        	
          
            OPEXA THERAPEUTICS, INC.
          

        
	

        	
          
            By: /s/Neil K. Warma
          

        
	

        	
          Neil K. Warma
        
	

        	
          President and Chief Executive Officer
        


    

    

    

    
      Signature Page to
Registration Rights Agreement
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
          The Investors:
        	
          
            Albert and Margaret Alkek Foundation
          

        
	

        	
          [Print Investor Name]
        
	

        	
          
            By: /s/ Scott B. Seaman
          

        
	

        	
          
            Name: Scott B. Seaman
          

        
	

        	
          
            Title: Executive Director
          

        


    

    

    

    
      Signature Page to
Registration Rights Agreement
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
          The Investors:
        	
          
            Alkek & Williams Ventures Ltd.
          

        
	

        	
          [Print Investor Name]
        
	

        	
          
            By: /s/ Scott B. Seaman
          

        
	

        	
          
            Name: Scott B. Seaman
          

        
	

        	
          
            Title: Attorney-in-Fact
          

        


    

    

    

    
      Signature Page to
Registration Rights Agreement
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
          The Investors:
        	
          
            Diker Micro-Value Fund, LP
          

        
	

        	
          [Print Investor Name]
        
	

        	
          
            By: /s/ Mark Diker
          

        
	

        	
          
            Name: Mark Diker
          

        
	

        	
          
            Title: Managing Partner
          

        
	

        	
           
        
	

        	
          
            Diker Micro-Value QP Fund, LP
          

        
	

        	
          [Print Investor Name]
        
	

        	
          
            By: /s/ Mark Diker
          

        
	

        	
          
            Name: Mark Diker
          

        
	

        	
          
            Title: Managing Partner
          

        
	

        	
           
        
	

        	
          
            Diker Micro and Small Cap Fund, LP
          

        
	

        	
          [Print Investor Name]
        
	

        	
          
            By: /s/ Mark Diker
          

        
	

        	
          
            Name: Mark Diker
          

        
	

        	
          
            Title: Managing Partner
          

        
	

        	
           
        
	

        	
          
            Diker M&S Cap Master, Ltd.
          

        
	

        	
          [Print Investor Name]
        
	

        	
          
            By: /s/ Mark Diker
          

        
	

        	
          
            Name: Mark Diker
          

        
	

        	
          
            Title: Managing Partner
          

        


    

    

    

    
      Signature Page to
Registration Rights Agreement
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
          The Investors:
        	
          
            DLD Family Investments, LLC
          

        
	

        	
          [Print Investor Name]
        
	

        	
          
            By: /s/ Laura Liang
          

        
	

        	
          
            Name: Laura Liang
          

        
	

        	
          
            Title: Vice President
          

        


    

    

    

    

    

    
      Signature Page to
Registration Rights Agreement
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
          The Investors:
        	
          
            David Hung
          

        
	

        	
          [Print Investor Name]
        
	

        	
          
            By: /s/ David Hung
          

        
	

        	
          
            Name: David Hung
          

        
	

        	
          Title:
        


    

    

    

    
      Signature Page to
Registration Rights Agreement
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
          The Investors:
        	
          
            David E. Jorden
          

        
	

        	
          [Print Investor Name]
        
	

        	
          
            By: /s/ David E. Jorden
          

        
	

        	
          
            Name: David E. Jorden
          

        
	

        	
          Title:
        


    

    

    

    

    

    
      Signature Page to
Registration Rights Agreement
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
          The Investors:
        	
          
            David E. Jorden Rollover IRA
          

        
	

        	
          [Print Investor Name]
        
	

        	
          
            By: /s/ David E. Jorden
          

        
	

        	
          
            Name: David E. Jorden
          

        
	

        	
          Title:
        


    

    

    

    
      Signature Page to
Registration Rights Agreement
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
          The Investors:
        	
          
            LB I Group Inc.
          

        
	

        	
          [Print Investor Name]
        
	

        	
          
            By: /s/ Jeffrey Ferrell
          

        
	

        	
          
            Name: Jeffrey Ferrell
          

        
	

        	
          
            Title: Sr. Vice President
          

        


    

    

    

    
      Signature Page to
Registration Rights Agreement
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
          The Investors:
        	
          
            Scott B. Seaman
          

        
	

        	
          [Print Investor Name]
        
	

        	
          
            By: /s/ Scott B. Seaman
          

        
	

        	
          
            Name: Scott B. Seaman
          

        
	

        	
          Title:
        


    

    

    

    
      Signature Page to
Registration Rights Agreement
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
          The Investors:
        	
          
            Charles E. Sheedy
          

        
	

        	
          [Print Investor Name]
        
	

        	
          
            By: /s/ Charles E. Sheedy
          

        
	

        	
          
            Name: Charles E. Sheedy
          

        
	

        	
          Title:
        


    

    

    

    
      Signature Page to
Registration Rights Agreement
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
          The Investors:
        	
          
            Neil K. Warma
          

        
	

        	
          [Print Investor Name]
        
	

        	
          
            By: /s/ Neil K. Warma
          

        
	

        	
          
            Name: Neil K. Warma
          

        
	

        	
          Title:
        


    

    

    

    
      Signature Page to
Registration Rights Agreement
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      Exhibit A
    

    
      Plan of Distribution
    

    
      The selling stockholders, which as used herein includes donees,
      pledgees, transferees or other successors-in-interest selling shares of
      common stock or interests in shares of common stock received after the
      date of this prospectus from a selling stockholder as a gift, pledge,
      partnership distribution or other transfer, may, from time to time,
      sell, transfer or otherwise dispose of any or all of their shares of
      common stock or interests in shares of common stock on any stock
      exchange, market or trading facility on which the shares are traded or
      in private transactions.  These dispositions may be at fixed prices, at
      prevailing market prices at the time of sale, at prices related to the
      prevailing market price, at varying prices determined at the time of
      sale, or at negotiated prices.
    

    
      The selling stockholders may use any one or more of the following
      methods when disposing of shares or interests therein:
    

    	
        ordinary brokerage transactions and transactions in which the
        broker-dealer solicits purchasers;
      
	
        block trades in which the broker-dealer will attempt to sell the
        shares as agent, but may position and resell a portion of the block as
        principal to facilitate the transaction;
      
	
        purchases by a broker-dealer as principal and resale by the
        broker-dealer for its account;
      
	
        an exchange distribution in accordance with the rules of the
        applicable exchange;
      
	
        privately negotiated transactions;
      
	
        short sales effected after the date the registration statement of
        which this prospectus is a part is declared effective by the SEC;
      
	
        through the writing or settlement of options or other hedging
        transactions, whether through an options exchange or otherwise;
      
	
        broker-dealers may agree with the selling stockholders to sell a
        specified number of such shares at a stipulated price per share;
      
	
        a combination of any such methods of sale; and
      
	
        any other method permitted by law.
      


    
      The selling stockholders may, from time to time, pledge or grant a
      security interest in some or all of the shares of common stock owned by
      them and, if they default in the performance of their secured
      obligations, the pledgees or secured parties may offer and sell the
      shares of common stock, from time to time, under this prospectus, or
      under an amendment to this prospectus under Rule 424(b)(3) or other
      applicable provision of the Securities Act amending the list of selling
      stockholders to include the pledgee, transferee or other successors in
      interest as selling stockholders under this prospectus.  The selling
      stockholders also may transfer the shares of common stock in other
      circumstances, in which case the transferees, pledgees or other
      successors in interest will be the selling beneficial owners for
      purposes of this prospectus.
    

    
      Exhibit A – Page 1
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      In connection with the sale of our common stock or interests therein,
      the selling stockholders may enter into hedging transactions with
      broker-dealers or other financial institutions, which may in turn engage
      in short sales of the common stock in the course of hedging the
      positions they assume.  The selling stockholders may also sell shares of
      our common stock short and deliver these securities to close out their
      short positions, or loan or pledge the common stock to broker-dealers
      that in turn may sell these securities.  The selling stockholders may
      also enter into option or other transactions with broker-dealers or
      other financial institutions or the creation of one or more derivative
      securities which require the delivery to such broker-dealer or other
      financial institution of shares offered by this prospectus, which shares
      such broker-dealer or other financial institution may resell pursuant to
      this prospectus (as supplemented or amended to reflect such transaction).
    

    
      The aggregate proceeds to the selling stockholders from the sale of the
      common stock offered by them will be the purchase price of the common
      stock less discounts or commissions, if any.  Each of the selling
      stockholders reserves the right to accept and, together with their
      agents from time to time, to reject, in whole or in part, any proposed
      purchase of common stock to be made directly or through agents.  We will
      not receive any of the proceeds from this offering. Upon any exercise of
      the warrants by payment of cash, however, we will receive the exercise
      price of the warrants.
    

    
      The selling stockholders also may resell all or a portion of the shares
      in open market transactions in reliance upon Rule 144 under the
      Securities Act of 1933, provided that they meet the criteria and conform
      to the requirements of that rule.
    

    
      The selling stockholders and any underwriters, broker-dealers or agents
      that participate in the sale of the common stock or interests therein
      may be "underwriters" within the meaning of Section 2(11) of the
      Securities Act.  Any discounts, commissions, concessions or profit they
      earn on any resale of the shares may be underwriting discounts and
      commissions under the Securities Act.  Selling stockholders will be
      subject to the prospectus delivery requirements of the Securities Act,
      unless an exemption therefrom is available.
    

    
      To the extent required, the shares of our common stock to be sold, the
      names of the selling stockholders, the respective purchase prices and
      public offering prices, the names of any agents, dealer or underwriter,
      any applicable commissions or discounts with respect to a particular
      offer will be set forth in an accompanying prospectus supplement or, if
      appropriate, a post-effective amendment to the registration statement
      that includes this prospectus.
    

    
      In order to comply with the securities laws of some states, if
      applicable, the common stock may be sold in these jurisdictions only
      through registered or licensed brokers or dealers.  In addition, in some
      states the common stock may not be sold unless it has been registered or
      qualified for sale or an exemption from registration or qualification
      requirements is available and is complied with.
    

    
      Exhibit A – Page 2
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      There can be no assurance that any selling shareholder will sell any or
      all of the shares of common stock registered pursuant to the shelf
      registration statement, of which this prospectus forms a part.
    

    
      We have advised the selling stockholders that the anti-manipulation
      rules of Regulation M under the Exchange Act may apply to sales of
      shares in the market and to the activities of the selling stockholders
      and their affiliates.  In addition, to the extent applicable we will
      make copies of this prospectus (as it may be supplemented or amended
      from time to time) available to the selling stockholders for the purpose
      of satisfying the prospectus delivery requirements of the Securities
      Act.  The selling stockholders may indemnify any broker-dealer that
      participates in transactions involving the sale of the shares against
      certain liabilities, including liabilities arising under the Securities
      Act.
    

    
      We have agreed to indemnify the selling stockholders against
      liabilities, including liabilities under the Securities Act and state
      securities laws, relating to the registration of the shares offered by
      this prospectus.
    

    
      We will pay all expenses of the registration of the shares of common
      stock pursuant to the registration rights agreement, estimated to be
      $[     ] in total, including, without limitation, Securities and
      Exchange Commission filing fees and expenses of compliance with state
      securities or "blue sky" laws and up to $15,000 of the selling
      stockholders expenses; provided, however, that a selling shareholder
      will pay all underwriting discounts and selling commissions, if any.
    

    
      We have agreed with the selling stockholders to keep the registration
      statement of which this prospectus constitutes a part effective until
      the earlier of (1) such time as all of the shares covered by this
      prospectus have been disposed of pursuant to and in accordance with the
      registration statement or (2) the date on which the shares may be sold
      pursuant to Rule 144 of the Securities Act without regard to any volume
      limitation requirements under Rule 144 of the Securities Act..
    

    
      Exhibit A – Page 3
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      Exhibit B
    

    
      SELLING SHAREHOLDERS
QUESTIONNAIRE
    

    
      In connection with the preparation of the Registration Statement on Form
      S-3 of Opexa Therapeutics, Inc. (the “Company”), it is necessary that
      the Company obtain from you (“Selling Shareholder”) written verification
      of certain information required to be disclosed in the Registration
      Statement.
    

    
      Please use the utmost care in responding to this Questionnaire.  You
      should be aware that if the Registration Statement contains any false or
      misleading statements which are material, under certain circumstances
      the Company and those in control of the Company, including officers and
      directors, could be subject to liability.  If the answer to
      any of the questions is “no,” “none” or “not applicable,” please so
      indicate.  Please do not leave any questions unanswered.
    

    
      As used herein, “Fiscal Year” refers to the Company’s fiscal year ended December
      31, 2007, and for previous fiscal years.  Other italicized
      terms are defined in Appendix A to this Questionnaire.
    

    
      If at any time prior to the effectiveness of the Registration Statement
      you discover that your answer to any question was inaccurate, or if any
      event occurring subsequent to your completion hereof and prior to the
      effectiveness of the Registration Statement would require a change in
      your answers to any questions, please contact Lynne Hohlfeld by
      telephone at (281) 719-3421 immediately.
    

    
      I hereby acknowledge, by my execution and dating of this Questionnaire
      in the places indicated below, that my answers to the following
      questions are true and correct to the best of my information and belief.
    

    
      INVESTOR
    

    
    	
          By:
        	
           
        	

        
	
          (Signature)
        	

        	
          (Dated)
        
	
          
            Printed Name:
          

        	

        	

        
	
          Office:
        	

        	

        


    

    

    

    
      Exhibit B – Page 1
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      I
GENERAL
      INFORMATION
    

    
      Question 1(a):
    

    
      Name:  Please set forth the full name of the Selling
      Shareholder.
    

    
      Answer:
    

    
      Question 1(b):
    

    
      If the Selling Shareholder is not a natural person, please indicate
      whether the Selling Shareholder is one of the following:  
    

    	
        a reporting company under the Exchange Act
      
	
        a majority owned subsidiary of a reporting company under the Exchange
        Act,
      
	
        a registered investment fund under the 1940 Act.
      


    
      Yes ___________     No ____________
    

    
      Question 1(c):
    

    
      If the Selling Shareholder is not one of the three above, identify those
      persons that have voting and investment control over the Company.
    

    
      Answer:
    

    
      Question 1(d):
    

    
      Is the Selling Shareholder an executive officer or director of the
      Company or 5% or more holder of Company shares of common stock.
    

    
      Yes ____________    No ______________
    

    
      Question 2:
    

    
      Family Relationships.  If you have any family relationship, by
      blood, marriage or adoption not more remote than first cousin, with any
      director, executive officer, or nominee to become a director or
      executive officer of the Company, its parent, any of its
      subsidiaries, or other affiliates, or any individual who has been
      employed by the Company in the past three years as an executive
      officer, please identify such relative and describe the nature of
      the relationship.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      Answer:
    

    
      Question 3:
    

    
      Is the Selling Shareholder a broker dealer and/or member of the
      Financial Industry Regulatory Authority (“FINRA”) or a broker dealer’s
      affiliate and/or member of FINRA?
    

    
      Yes ___             No ___
    

    
      If a Selling Shareholder is a broker dealer and/or member of the
      FINRA, please indicate whether the Selling Shareholder acquired its
      securities as compensation for underwriting activities or
      investment purposes.  
    

    
      Yes ___             No ___
    

    
      If a Selling Shareholder is an affiliate of a broker dealer
      and/or member of the FINRA, please indicate whether this broker dealer’s
      affiliate:
    

    	
        purchased the securities to be resold in the ordinary course of
        business; and
      
	
        had no agreements or understandings, directly or indirectly, with any
        person to distribute the securities at the time of their purchase.
      


    
      Yes ___             No ___
    

    
      Is any member of your Immediate Family (by blood, marriage or adoption)
      a member of the FINRA.
    

    
      Yes ___             No ___
    

    
      If you marked “Yes” to any of the questions above, please briefly
      describe the facts below, giving the names of the broker dealer and/or
      member of the FINRA to which your answer refers (including, for example,
      percentage of ownership, amount of loan and interest payable, applicable
      dates, names of Affiliates, family, etc).
    

    
    	
           
        
	
           
        
	
           
        
	
           
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      Question 4:
    

    
      State whether you provide any consulting or other services to the
      Company.
    

    
      Yes ___             No ___
    

    
      (a)       If you marked “Yes”, please briefly describe such services,
      including cash and non-cash compensation received and attach copies of
      written agreements or correspondence describing such services.
    

    
      (b)       Please identify any of the following relationships you have
      with any Member of the FINRA.
    

    
    	
           
        	
          None
        	
          ⃞
        
	

        	
          Advisor
        	
          ⃞
        
	

        	
          Officer
        	
          ⃞
        
	

        	
          Director
        	
          ⃞
        
	

        	
          Trustee
        	
          ⃞
        
	

        	
          Founder
        	
          ⃞
        
	

        	
          Registered Representative
        	
          ⃞
        
	

        	
          5% Stockholder
        	
          ⃞
        
	

        	
          Employee
        	
          ⃞
        
	

        	
          Immediate Family
        	
          ⃞
        
	

        	
          Broker/Dealer
        	
          ⃞
        
	

        	
          Promoter
        	
          ⃞
        
	

        	
          Consultant
        	
          ⃞
        
	

        	
          Finder
        	
          ⃞
        
	

        	
          Bridge Lender
        	
          ⃞
        
	

        	
          General Partner
        	
          ⃞
        
	

        	
          Limited Partner
        	
          ⃞
        
	

        	
          Equity Investor
        	
          ⃞
        
	

        	
          Client or Customer
        	
          ⃞
        
	

        	
          Subordinated Debt Holder
        	
          ⃞
        
	

        	
          Other
        	
          ⃞
        


    

    

    

    
      (c)       Please describe the nature of any relationship identified
      above.  For example, if you are an advisor, promoter, consultant or
      finder, describe the compensation you received; if you are an equity
      investor, state the class of securities and percentage interest you
      hold; and if you are an Immediate Family Member, describe the exact
      relationship, including the name of the person to whom you are related
      and the position such person holds with any Member of the
      FINRA.  Identify the Member of the FINRA:
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
           
        
	
           
        
	
           
        
	
           
        


    

    
      (d)       State whether you have any oral and/or written agreements with
      any Member of the FINRA or Person Associated with a Member of FINRA
      concerning the disposition of your securities of the Company.
    

    
      Yes ___             No ___
    

    
      (e)       If you marked “Yes”, please briefly describe such agreement
      and attach copies of written agreements or correspondence describing
      such arrangement.
    

    
    	
           
        
	
           
        
	
           
        
	
           
        


    

    
      Question 5:
    

    
      Involvement in Certain Legal Proceedings.  Have any of the
      following events occurred during the last five years:
    

    
      (a)       Were you the subject of any order, judgment or decree of any
      court (not subsequently reversed, suspended or vacated by any court)
      permanently or temporarily enjoining you (i) from acting as a futures
      commission merchant, introducing broker, commodity trading advisor,
      commodity pool operator, floor broker, leverage transaction merchant,
      any other person regulated by the Commodity Futures Trading Commission
      (“CFTC”), or an associated person of any of the foregoing; or as an
      investment advisor, underwriter, broker or dealer in securities; or as
      an affiliated person, director or employee of any investment company,
      bank, savings and loan association or insurance company; or from
      engaging in or continuing any conduct or practice in connection with
      such activity; or (ii) from engaging in any type of business practice;
      or (iii) from engaging in any activity in connection with the purchase
      or sale of any security or commodity or in connection with any violation
      of federal or state securities laws or federal commodities laws?
    

    
      YES _______________ NO _______________
    

    
      (b)       Were you the subject of any order, judgment or decree of any
      federal or state authority barring, suspending or otherwise limiting for
      more than 60 days your right to engage in any activity described in
      subparagraph (a) above, or to be associated with persons engaged in any
      such activity?
    

    
      YES _______________ NO _______________
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (c)       Has any court, the SEC, CFTC, NYSE, American Stock Exchange,
      FINRA or any commodity exchange or NASDAQ imposed a sanction against you
      or found you to have violated any federal or state securities or
      commodities laws?
    

    
      YES _______________ NO _______________
    

    
      (d)       Do you or any of your associates have any claims against the
      Company or any of its subsidiaries; or are you or any of your associates
      a party adverse to the Company or any of its subsidiaries in any legal
      proceeding; or do you or any of your associates have a material interest
      adverse to the Company or any of its subsidiaries in any legal
      proceeding?
    

    
      YES _______________ NO _______________
    

    
      II
SECURITY
      OWNERSHIP
    

    
      Question 6: Your Securities Holdings.
    

    
      (a)       As to each class of equity
      securities of the Company, its parent or any subsidiary, state the
      total number of shares or other units beneficially owned by you
      as of the date hereof.
    

    

    

    
    	

        	
           
        	
          
            NUMBER OF SHARES
          

        
	
          
            TITLE OF EQUITY SECURITY
          

        	

        	
          
            BENEFICIALLY OWNED
          

        
	
          (Include warrant, options and convertible debt)
        	

        	

        
	
           
        	

        	
           
        
	
           
        	

        	
           
        
	
           
        	

        	
           
        
	
           
        	

        	
           
        


    

    
      If you listed any warrants, options, convertible debt or other
      derivative securities that are not fully vested, please set forth the
      vesting schedule below.
    

    
      Vesting Schedule(s):
    

    
      (b)       If, as a result of applying the rules regarding beneficial
      ownership summarized in the Appendix to this Questionnaire, you have
      included in the amount stated in answer to Question 6(a) above under
      “Number of Shares Beneficially Owned” shares not issued in your name,
      please provide details as to the nature of such beneficial ownership of
      such shares or other units and state the amount of shares or units so
      owned;
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      Answer:
    

    

    

    

    

    
      (c)       If, as a result of applying the rules regarding beneficial
      ownership summarized in the Appendix to this Questionnaire, you have
      excluded from the amount stated in the answer to Question 6(a) above
      under “Number of Shares Beneficially Owned” shares or units which are
      issued in your name, please state the amount so excluded and explain why
      you are not the beneficial owner of such shares or units.
    

    
      Answer:
    

    

    

    

    

    
      (d)       Of the total number of shares or units beneficially
      owned by you, as reported in answer to Question 6(a), indicate below
      the amounts as to which you have sole or shared voting or investment
      power.
    

    
    	

        	
          Common Stock
        	
          Other
(i.e. warrants, options or convertible debt)
        
	
          Sole voting power
        	
           
        	
           
        
	
          Shared voting power
        	
           
        	
           
        
	
          Sole investment power
        	
           
        	
           
        
	
          Shared investment power
        	
           
        	
           
        


    

    
      (e)       Does the Selling Shareholder have a registration rights
      agreement with the Company other than as described in the Purchase
      Agreement entered into in connection with this questionnaire?
    

    
      Yes_____________    No ______________
    

    
      If so, attach a copy.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      Question 7:  Disclaimer of Beneficial Ownership.
    

    
      (a)       If you wish to disclaim beneficial
      ownership of any securities referred to above, please set forth the
      number of such shares or units, the circumstances upon which the
      disclaimer of beneficial ownership is based, the name of the
      person or persons who should be shown as the beneficial owner(s) of such
      shares or units, and your relationship to that person or those persons.
    

    
      Answer:
    

    

    

    

    

    
      (b)       Do you or any of your affiliates
      or associates participate in investment decisions made by any
      nonprofit entity that owns Company securities? If yes, please provide
      details and indicate whether you disclaim beneficial ownership of
      such Company securities.
    

    
      YES _______________ NO _______________
    

    

    

    

    

    
      Question 8:
    

    
      Securities Holdings of Your Relatives.  If any equity
      securities of the Company, its parent or any subsidiary are beneficially
      owned by any relative of yours (by blood, marriage or adoption) who
      shares your home, please indicate below the name of each such relative,
      your relationship with him or her, and the amount of shares so owned.
    

    
      Answer:
    

    

    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      III
CERTAIN
      TRANSACTIONS AND RELATIONSHIPS
    

    
      Question 9:
    

    
      Transactions with Management.  In the table on the following
      page, describe any transaction (or series of similar transactions),
      during the Company’s last three Fiscal Years, or any currently proposed transaction
      (or series of similar transactions), to which the Company or any
      of its subsidiaries was or is to be a party, and in which you had or
      anyone in your immediate family has, a material direct or indirect
      financial interest.  Identify the person(s) involved and state the
      nature of your or their interest in the transaction, the amount
      of the transaction and the amount of your or their interest in
      the transaction. (Attach a supplemental page if necessary.)
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
    	
          Description of Transaction
        	
           
        	
          Persons Involved
        	
           
        	
          Nature of Interest
        	
           
        	
          Amount of Transaction
        	
           
        	
          Amount of Interest
        


    

    

    

    

    

    
      Question 10:
    

    
      Indebtedness of Management. If you or any associate of
      yours has been indebted to the Company or any of its subsidiaries at any
      time during the Company’s last three Fiscal Years, state: (a) the name
      of the indebted person; (b) if the indebted person is an associate,
      the nature of your relationship to that person; (c) the largest
      aggregate amount of indebtedness outstanding at any time during the
      Company’s last three Fiscal Years; (d) the nature of the indebtedness
      and of the transaction in which it was incurred; (e) the amount of
      indebtedness outstanding as of the latest practicable date (indicating
      that date); and (f) the rate of interest paid or charged thereon, if any.
    

    
      Include (with respect to yourself only) any instances where the Company,
      either directly or indirectly (including through a subsidiary), extended
      or maintained credit for you, arranged for the extension of credit, or
      renewed any extension of credit, in the form of a personal loan to or
      for you.
    

    
      Answer:
    

    

    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      APPENDIX A
DEFINITIONS
      OF CERTAIN TERMS
IN
      QUESTIONNAIRE
(Arranged
      alphabetically)
    

    
      1.        “Affiliate.”  An
      “affiliate” of any entity is a person that, directly or indirectly,
      through one or more intermediaries, controls, is controlled
      by or is under common control with such person (for example, a
      parent subsidiary or sister corporation).
    

    
      2.        “Associate.”  “Associate”
      for the purpose of Question 4 means (1) any corporation or organization
      (other than the Company or a majority-owned subsidiary of the Company)
      of which you are an officer or partner or are, directly or
      indirectly, the beneficial owner of 10% or more of any class of equity
      securities; (2) any trust or other estate in which you have a
      substantial beneficial interest or as to which you serve as a trustee or
      in a similar fiduciary capacity; and (3) any member of your immediate
      family.  ”Associate” for the purpose of Question 13 means the same
      as the foregoing, except that subsection (1) shall state ”any
      corporation or organization ... of which you are an executive
      officer ...”
    

    
      3.        “Beneficial
      Ownership.”
    

    
      a.        General Rule. Under the rules of the SEC, you are deemed to
      “beneficially own” or be the “beneficial owner” of any security with
      respect to which you have or share, directly or indirectly, through any
      contract, arrangement, understanding, relationship, agreement or
      otherwise: (1) Voting Power (which includes the power to vote, or to
      direct the voting of, such security); and/or (2) Investment Power (which
      includes the power to dispose, or to direct the disposition of, such
      security). You are also the beneficial owner of a security if you,
      directly or indirectly, create or use a trust, proxy, power of attorney,
      pooling arrangement or any other contract, arrangement, or device with
      the purpose or effect of divesting yourself of beneficial ownership of a
      security or preventing the vesting of such beneficial ownership.
    

    
      Some specific applications of the above definition of beneficial
      ownership are:
    

    
      (i) Family situations. Although the determination of beneficial
      ownership of securities is necessarily a question to be determined in
      light of the facts of each particular case, family relationships may
      result in your having, or sharing, the power to vote, or direct the
      voting of, or dispose, or direct the disposition of, shares held by your
      family members. In view of the broad definition of “Beneficial
      Ownership,” it may be prudent to include such shares in your beneficial
      ownership disclosure and then disclaim beneficial ownership of such
      securities pursuant to Question 6.
    

    
      (ii) Shares held by others for your benefit. There are numerous
      instances in which you may have, or share, voting or investment power
      (as defined above) over securities, although the securities are held by
      another person or entity. For example, you may have or share such power
      in securities held for you or your family members living with you by
      custodians, brokers, relatives, executors, administrators or trustees;
      securities held for your account by pledgees; securities owned by a
      partnership in which you are a member; and securities owned by a
      corporation which is or should be regarded as a personal holding company
      of yours or is controlled by you.
    

    
      Appendix A – Page 1
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (iii) Shares held by you for the benefit of others. Beneficial ownership
      of securities also includes securities held in your name as a trustee,
      custodian or other fiduciary where you have, or share, voting or
      investment power with respect to such securities.
    

    
      b.        Options and other rights to acquire securities. In addition to
      being beneficial owner of securities over which you have, or share,
      voting or investment power, the SEC has determined that you are deemed
      to be the beneficial owner of a security if you have a right to acquire
      beneficial ownership of (i.e., the right to obtain or share voting or
      investment power over) such security at any time within sixty days.
      Examples of such rights would include the right to acquire: (i) through
      the exercise of any option, warrant or similar right; (ii) through
      conversion of any security; or (iii) pursuant to the power to revoke, or
      the provision for automatic termination of, a trust, discretionary
      account or similar arrangement. Also, if you have acquired or hold any
      options, convertible securities or power to revoke such a trust with the
      “purpose or effect” of changing or influencing control of the Company,
      you are deemed the beneficial owner of the underlying securities upon
      such acquisition, without regard to the sixty-day rule stated above.
    

    
      4.        “Control.”  The
      term “control” means the possession, direct or indirect, of the power to
      direct or cause the direction of the management and policies of the
      Company, whether through the ownership of voting securities, by contract
      or otherwise. An executive officer or director of a company
      generally is considered to control that company. It is suggested that,
      if you are in doubt as to the meaning of “control” in a particular
      context, you communicate with counsel.
    

    
      5.        “Equity
      Security.”  The definition of “equity security” encompasses more
      than common and preferred stock. It includes for instance convertible
      debt instruments as well as warrants and options to acquire stock or
      similar securities. If you have a question as to the proper
      characterization of your holdings you should consult with the Company’s
      legal counsel.
    

    
      6.        “Executive
      Officer.”  “Executive officer” for the purpose of this Questionnaire
      means the president of a company, any vice president of it in charge of
      a principal business unit, division or function (such as sales,
      administration or finance), any other officer who performs a
      policy-making function or any other person who performs similar
      policy-making functions for the company. Executive officers of
      subsidiaries may be deemed executive officers of a company if they
      perform such policy-making functions for the company.
    

    
      7.        “Group.”  A
      “group” exists when two or more persons act as a partnership, limited
      partnership, syndicate or other group for the purpose of acquiring,
      holding or disposing of securities of any issuer.
    

    
      Appendix A – Page 2
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      8.        “Immediate
      Family.”  “Immediate family” for the purpose of this Questionnaire
      includes your spouse, parents, children, siblings, mothers-and
      fathers-in-law, sons- and daughters-in-law, and brothers- and
      sisters-in-law.
    

    
      9.        “Officer.”  “Officer”
      means a president, vice president, secretary, treasurer or principal
      financial officer, comptroller or principal accounting officer, and any
      person routinely performing corresponding functions with respect to any
      organization whether incorporated or unincorporated.
    

    
      10.       “Person.”  “Person”
      for the purpose of this Questionnaire means an individual, a
      corporation, a partnership, an association, a joint-stock company, a
      business trust, an unincorporated organization, or any other entity.
    

    
      11.       “Personal Benefits.”  The
      SEC’s prior interpretive releases on what the SEC views as a personal
      benefit or a “perk,” were previously rescinded by Item 402 and as most
      recently revised, Item 402 does not specifically define “personal
      benefit.” Item 402, however, does not require disclosure of personal
      benefits for any individual if the aggregate amount paid to that
      individual is less than the lesser of (i) $50,000 or (ii) 10% of that
      individual's compensation. In general, the position of the SEC has been
      that benefits which are directly related to job performance, as well as
      benefits provided to broad categories of employees and which do not
      discriminate in scope or terms of operation in favor of officers
      and directors, may be omitted from the calculation of total
      compensation, while benefits not so related should be disclosed as
      compensation. If you have any questions, please resolve the issue in
      favor of disclosure. The Company will review the necessity for
      disclosure in the proxy statement with its counsel.
    

    
      12.       “Transaction or
      Transactions.”  “Transaction” or "transactions" is to be understood
      in its broadest sense, and includes the direct or indirect receipt of
      anything of value. No transaction or interest therein need be disclosed
      where: (a) the rates or charges involved in the transaction are
      determined by competitive bids, or the transaction involves the
      rendering of services as a common or contract carrier or public utility
      at rates or charges fixed in conformity with law or governmental
      authority; (b) the transaction involves services as a bank depository of
      funds, transfer agent, registrar, trustee under a trust indenture or
      similar services; or (c) the interest in question arises solely from the
      ownership of securities of the Company and the interested party receives
      no extra or special benefit not shared on a pro rata basis by all
      shareholders.
    

    
      Appendix A – Page 3