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                                                                     EXHIBIT 4.1


                               SUBSCRIPTION AGREEMENT



                         ENCHIRA BIOTECHNOLOGY CORPORATION





                                  UP TO 150 UNITS
                                 $100,000 PER UNIT



To:    Enchira Biotechnology Corporation

This Subscription Agreement (this "Subscription Agreement" or the "Agreement")
is made between Enchira  Biotechnology Corporation, a Delaware corporation in
the development stage, (the "Company"), and the undersigned prospective
purchaser who is subscribing hereby for units (the "Units").  The Company
desires to offer and sell (the "Offering") up to 150 Units (the "Offering
Amount"), with each Unit  consisting of (i) a number of shares of the
Company's Common Stock, par value $.01 per share (the "Common Stock")
(rounded to the nearest whole share, with one-half (0.5) of one share, or
greater fraction thereof, being rounded upward), determined by dividing one
hundred thousand dollars ($100,000) by the number determined by multiplying
(A) the average of the closing prices of the Common Stock on the Nasdaq
National Market for the five trading days prior to the date of this Agreement
(the "Closing Price") and (B) 1.0375, and (ii) a warrant (collectively, the
"Warrants") to purchase a number of shares of Common Stock equal to thirty
percent (30%) of the shares of Common Stock included in such Unit, such
warrants to be exercisable, in whole or in part, at any time prior to the
second anniversary of the date of issuance at an exercise price per share (the
"Exercise Price") equal to the number determined by multiplying (A) the
Closing Price and (B) 120% (the Common Stock, the Warrants, and the Common
Stock issuable upon the exercise of the Warrants (the "Warrant Shares") are
sometimes herein collectively referred to as the "Securities") at a purchase
price of $100,000 per Unit (the "Offering Price"). The Company may hold a
closing at any time after subscriptions for at least 70 Units (the "Minimum
Offering Amount") have been received.  This subscription is submitted to you
in accordance with and subject to the terms and conditions described in this
Subscription Agreement and the sheet of Offering Terms dated August 24, 2000
(the "Term Sheet") relating to the Offering.

In consideration of the Company's agreement to sell Units to the undersigned
upon the terms and conditions summarized in the Term Sheet, the undersigned
agrees and represents as follows:

                                     -1-

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A.     SUBSCRIPTION

       (1)    The undersigned hereby irrevocably subscribes for and agrees to
              purchase the number of Units indicated on the signature page
              hereto at a purchase price of $100,000 per Unit. Fractions of a
              Unit may be purchased, but the minimum subscription is one Unit
              unless the Company in its sole discretion, elects to accept
              subscriptions for less than one Unit.  The undersigned encloses
              herewith a check payable to "Enchira Biotechnology Corporation--
              Escrow Account"  or has completed the wire transfer of the full
              amount of the purchase price of the Units for which the
              undersigned is subscribing (the "Payment").  The undersigned
              hereby acknowledges that the actual number of Units which the
              undersigned will receive will be equal to the amount of the
              undersigned's subscription divided by the Purchase Price for the
              Units as set forth in the Term Sheet and herein.

       (2)    The undersigned understands that all payments of the subscription
              amount provided in Paragraph (1) above shall be delivered to
              either The Trout Group, LLC (the "Trout Group") or Ten Peaks
              Capital Corp. ("Ten Peaks" and each referred to herein as a
              "Placement Agent" and together as the "Placement Agents") or the
              Company, and, thereafter, such payment will be deposited as soon
              as practicable for the undersigned's benefit in a non-interest
              bearing escrow account.  The payment will be returned promptly,
              without interest, if the undersigned's subscription is rejected as
              a result of the Company not receiving the Minimum Offering Amount.
              The Placement Agents and the Company expect to hold a closing of
              the Offering (the "Closing") at any time after subscriptions for
              the Minimum Offering Amount have been accepted.  Upon receipt by
              the Company of the requisite payment for all Units to be purchased
              by the subscribers whose subscriptions are accepted (each, a
              "Purchaser" and, collectively, the "Purchasers") at the Closing,
              the Units so purchased will be issued in the name of each
              Purchaser, and the name of such Purchaser will be registered on
              the books of the Company as the record owner of such Units.  The
              Company will issue to each Purchaser stock certificates
              representing the shares of Common Stock contained in the Units
              purchased.  The Shares may not be transferred prior to the
              Closing.

       (3)    The undersigned hereby acknowledges receipt of a copy of the Term
              Sheet, and hereby agrees to be bound hereby upon the (i) execution
              and delivery to the Company, in care of either of the Placement
              Agents, of the signature page to this Subscription Agreement, and
              (ii) acceptance at the Closing by the Company of the undersigned's
              subscription (the "Subscription").

       (4)    The undersigned agrees that the Company may, in its sole and
              absolute discretion, reduce the undersigned's subscription to any
              amount of Units that in the aggregate does not exceed the amount
              of Units hereby applied for without any prior notice to or further
              consent by the undersigned.

B.     REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The undersigned hereby represents and warrants to, and agrees with, the
Company and the Placement Agent as follows:

                                     -2-

<PAGE>

       (1)    The undersigned has been furnished with and has carefully read the
              Company's annual report on Form 10-K for the year ended December
              31, 1999 (the "1999 Form 10-K"), the Company's quarterly report on
              Form 10-Q for the quarter ended June 30, 2000 (the "2Q 2000 Form
              10-Q") and the Company's proxy statement for its 2000 annual
              meeting of stockholders (the "2000 Proxy Statement" and together
              with the 1999 Form 10-K and 2Q 2000 Form 10-Q, the "SEC Reports"),
              the Term Sheet and this Agreement (collectively referred to herein
              as the "Offering Documents"), and is familiar with and understands
              the terms of the Offering.  The undersigned has carefully
              considered and has, to the extent the undersigned believes such
              discussion necessary, discussed with the undersigned's
              professional legal, tax, accounting and financial advisors the
              suitability of an investment in the Units for the undersigned's
              particular tax and financial situation and has determined that the
              Units being subscribed for by the undersigned are a suitable
              investment for the undersigned.

       (2)    The undersigned acknowledges that (i) the undersigned has had the
              right to request copies of any documents, records, and books
              pertaining to this investment and (ii) any such documents, records
              and books which the undersigned requested have been made available
              for inspection by the undersigned, the undersigned's attorney,
              accountant or adviser(s).

       (3)    The undersigned and/or the undersigned's adviser(s) has/have had a
              reasonable opportunity to ask questions of and receive answers
              from a person or persons acting on behalf of the Company
              concerning the Offering and all such questions have been answered
              to the full satisfaction of the undersigned.

       (4)    The undersigned is not subscribing for Units as a result of or
              subsequent to any advertisement, article, notice or other
              communication published in any newspaper, magazine or similar
              media or broadcast over television or radio or presented at any
              seminar or meeting.

       (5)    If the undersigned is a natural person, the undersigned has
              reached the age of majority in the state in which the undersigned
              resides, has adequate means of providing for the undersigned's
              current financial needs and contingencies, is able to bear the
              substantial economic risks of an investment in the Units for an
              indefinite period of time, has no need for liquidity in such
              investment and, at the present time, could afford a complete loss
              of such investment.

       (6)    The undersigned or the undersigned's purchaser representative, as
              the case may be, has had such knowledge and experience in
              financial, tax and business matters so as to enable the
              undersigned to utilize the information made available to the
              undersigned in connection with the Offering to evaluate the merits
              and risks of an investment in the Units and to make an informed
              investment decision with respect thereto.

       (7)    The undersigned will not sell or otherwise transfer the Units
              without registration under the Securities Act of 1933, as amended
              (the "Securities Act"), or applicable state securities laws or an
              exemption therefrom.  None of the Securities contained in the
              Units have been

                                     -3-

<PAGE>

              registered under the Securities Act or under the securities laws
              of any state.  The undersigned represents that the undersigned
              is purchasing the Units for the undersigned's own account, for
              investment and not with a view toward resale or distribution.
              The undersigned has not offered or sold the Units being acquired
              nor does the undersigned have any present intention of selling,
              distributing or otherwise disposing of such Units either
              currently or after the passage of a fixed or determinable period
              of time or upon the occurrence or non-occurrence of any
              predetermined event or circumstances in violation of the
              Securities Act.  The undersigned is aware that there is
              currently no market for the Units.  The undersigned is aware
              that an exemption from the registration requirements of the
              Securities Act pursuant to Rule 144 promulgated thereunder is
              not presently available; and the Company has no obligation to
              register the Securities contained in the Units subscribed for
              hereunder, except as provided in Paragraph D hereof, or to make
              available an exemption from the registration requirements
              pursuant to such Rule 144 or any successor rule for resale of
              the Units.

       (8)    The undersigned recognizes that an investment in the Units
              involves substantial risks, including loss of the entire amount of
              such investment.  Further, the undersigned has carefully read and
              considered the matters set forth in Note 1 to the Company's
              financial statements in the 2Q 2000 Form 10-Q, "Management's
              Discussion and Analysis of Financial Condition and Results of
              Operations--Liquidity and Capital Resources" in the 2Q 2000 Form
              10-Q and "Item 1. Business--Risk Factors" in the 1999 Form 10-K,
              and has taken full cognizance of and understands all of the risks
              related to the purchase of the Units, including the risk of the
              Company's current arbitration proceeding with Maxygen, Inc.
              ("Maxygen").  On April 27, 2000, the Company received notice from
              Maxygen that it had elected to seek arbitration under the License
              and Development Agreement dated May 19, 1997 between the Company
              and Maxygen. Maxygen claims that the Company used Maxygen's
              confidential information which they allege was provided to the
              Company under the Agreement to develop its own RACHITT-TM-
              directed evolution technology. While the Company believes that
              there is no merit to the allegations brought against it by
              Maxygen, the Company cannot assure that its defense will be
              substantially successful, if at all. If the Company is not
              successful, its business could be materially and adversely
              affected and the Company could be required to enter into cross
              license agreements, pay a substantial amount in damages or
              otherwise have its proprietary rights in directed evolution
              technology adversely affected.

       (9)    The undersigned acknowledges that the certificate representing the
              Securities contained in the Units shall be stamped or otherwise
              imprinted with a legend substantially in the following form:

              "The Securities represented hereby have not been registered under
              the Securities Act of 1933, as amended, or any state securities
              laws and neither the Securities nor any interest therein may be
              offered, sold, transferred, pledged or otherwise disposed of
              except pursuant to an effective registration under such act  or
              an exemption therefrom, which, in the opinion of counsel for the
              holder, which counsel and opinion are reasonably satisfactory to
              counsel for this corporation, is available."

       (10)   If this Subscription Agreement is executed and delivered on behalf
              of a partnership, corporation, trust or estate:  (i) such
              partnership, corporation, trust or estate has the full legal right
              and power and all authority and approval required (a) to execute
              and deliver, or

                                     -4-

<PAGE>

              authorize execution and delivery of, this Subscription Agreement
              and all other instruments executed and delivered by or on behalf
              of such partnership, corporation, trust or estate in connection
              with the purchase of its Units, and (b) to purchase and hold
              such Units; (ii) the signature of the party signing on behalf of
              such partnership, corporation, trust or estate is binding upon
              such partnership, corporation, trust or estate; and (iii) such
              partnership, corporation or trust has not been formed for the
              specific purpose of acquiring such Units, unless each beneficial
              owner of such entity is qualified as an accredited investor
              within the meaning of Rule 501(a) of Regulation D promulgated
              under the Securities Act and has submitted information
              substantiating such individual qualification.

       (11)   If the undersigned is a retirement plan or is investing on behalf
              of a retirement plan, the undersigned acknowledges that an
              investment in the Units poses additional risks including the
              inability to use losses generated by an investment in the Units to
              offset taxable income.

       (12)   The information contained in the Questionnaire delivered by the
              undersigned in connection with this Agreement (the
              "Questionnaire") is complete and accurate in all respects.  The
              undersigned shall indemnify and hold harmless the Company, the
              Placement Agents and each officer, director or control person of
              any such entity, who is or may be a party or is or may be
              threatened to be made a party to any threatened, pending or
              completed action, suit or proceeding, whether civil, criminal,
              administrative or investigative, by reason of or arising from any
              actual or alleged misrepresentation or misstatement of facts or
              omission to represent or state facts made or alleged to have been
              made by the undersigned to the Company, the Placement Agents (or
              any agent or representative of any of them) or omitted or alleged
              to have been omitted by the undersigned, concerning the
              undersigned or the undersigned's authority to invest or financial
              position in connection with the Offering, including, without
              limitation, any such misrepresentation, misstatement of omission
              contained in the Subscription Agreement or any other document
              submitted by the undersigned, against losses, liabilities and
              expenses for which the Company, the Placement Agents, or any
              officer, director or control person of any such entity has not
              otherwise been reimbursed (including attorney's fees, judgments,
              fines and amounts paid in settlement) actually and reasonably
              incurred by the Company, the Placement Agents, or such officer,
              director or control person in connection with such action, suit or
              proceeding.

       C.     REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company hereby represents and warrants to the undersigned that:

       (1)    ORGANIZATION, GOOD STANDING AND QUALIFICATION.  The Company is a
              corporation duly organized, validly existing and in good standing
              under the laws of the State of Delaware and has full corporate
              power and authority to conduct its business as currently
              conducted.  The Company is duly qualified to do business as a
              foreign corporation and is in good standing in the State of Texas.

       (2)    CAPITALIZATION.  The authorized capital stock of the Company
              consists of 30,000,000 shares of common stock, par value $.01 per
              share, of which there were 7,050,374 shares issued and

                                     -5-

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              outstanding as of August 15, 2000, 785,350 shares of Series B
              Convertible Preferred Stock, $.01 par value per share, of which
              390,700 shares were issued and outstanding as of August 15, 2000
              and 4,214,650 shares of undesignated preferred stock, none of
              which shares are issued and outstanding.  All outstanding shares
              of Common Stock and Series B Convertible Preferred Stock are
              duly authorized, validly issued, fully paid and non-assessable,
              free of any liens or encumbrances and are not subject to
              preemptive rights.  As of August 15, 2000, the Company had
              reserved 1,690,147 shares of Common Stock for issuance to
              employees, directors and consultants pursuant to the Company's
              1992 Stock Compensation Plan, the Company's 1997 Stock Option
              Plan and the Company's Non-Employee Director Option Plan, of
              which 772,104 shares of Common Stock are subject to outstanding,
              unexercised options.   In addition, as of August 15, 2000, the
              Company has 595,731 shares of Common Stock subject to
              outstanding warrants, of which 553,660 shares are subject to
              warrants issued under the Company's 1999 private placement of
              its Common Stock and warrants to purchase its Common Stock.
              Dividends on the Series B Convertible Preferred Stock are
              cumulative from the date of the initial closing of the sale of
              such shares, February 27, 1997, and are payable, at the
              Company's election, in cash or in the Company's common stock, or
              a combination thereof, at an annual rate equal to (i) $4.00 per
              share to the extent the dividend is paid in cash and (ii) $4.50
              per share to the extent the dividend is paid in Common Stock.
              The Company has not declared a dividend payment since November
              1998, and has not paid dividends on Series B Convertible
              Preferred Stock except on conversion of Series B Preferred Stock
              to common stock. Other than as set forth above or as
              contemplated in this Agreement, there are no other options,
              warrants, calls, rights, commitments or agreements of any
              character to which the Company is a party or by which either the
              Company is bound or obligating the Company to issue, deliver,
              sell, repurchase or redeem, or cause to be issued, delivered,
              sold, repurchased or redeemed, any shares of the capital stock
              of the Company or obligating the Company to grant, extend or
              enter into any such option, warrant, call, right, commitment or
              agreement.

       (3)    ISSUANCE.  The Units, the Common Stock included in the Units, the
              Warrants and the Warrant Shares, have been duly and validly
              authorized and, when issued and paid for pursuant to this
              Agreement, or, in the case of the Warrant Shares, pursuant to the
              terms of the Warrants, will be validly issued, fully paid and
              nonassessable.

       (4)    AUTHORIZATION; ENFORCEABILITY.  The Company has all corporate
              right, power and authority to enter into this Agreement and to
              consummate the transactions contemplated hereby.  All corporate
              action on the part of the Company, its directors and stockholders
              necessary for the authorization, execution, delivery and
              performance of this Agreement by the Company, the authorization,
              sale, issuance and delivery of the Units contemplated herein and
              the performance of the Company's obligations hereunder has been
              taken.  This Agreement has been duly executed and delivered by the
              Company and constitutes a legal, valid and binding obligation of
              the Company, enforceable against the Company in accordance with
              its terms, subject to laws of general application relating to
              bankruptcy, insolvency and the relief of debtors and rules of law
              governing specific performance, injunctive relief or other
              equitable remedies, and to limitations of public policy.  The
              issuance and sale of the Units contemplated hereby will not give
              rise to any preemptive rights or rights of first refusal on behalf
              of any person.

                                     -6-

<PAGE>

       (5)    NO CONFLICT; GOVERNMENTAL AND OTHER CONSENTS.

              (a)    The execution and delivery by the Company of this Agreement
                     and the consummation of the transactions contemplated
                     hereby will not result in the violation of any law,
                     statute, rule, regulation, order, writ, injunction,
                     judgment or decree of any court or governmental authority
                     to or by which the Company is bound, or of any provision of
                     the Certificate of Incorporation or By-Laws of the Company,
                     and will not conflict with, or result in a breach or
                     violation of, any of the terms or provisions of, or
                     constitute (with due notice or lapse of time or both) a
                     default under, any lease, loan agreement, mortgage,
                     security agreement, trust indenture or other agreement or
                     instrument to which the Company is a party or by which it
                     is bound or to which any of its properties or assets is
                     subject, nor result in the creation or imposition of any
                     lien upon any of the properties or assets of the Company.

              (b)    No consent, approval, authorization or other order of any
                     governmental authority or other third-party is required to
                     be obtained by the Company in connection with the
                     authorization, execution and delivery of this Agreement or
                     with the authorization, issue and sale of the Units, except
                     such filings as may be required to be made with the
                     Commission, the Nasdaq National Market and with any state
                     or foreign blue sky or securities regulatory authority.

       (6)    LITIGATION.  Other than as set forth in Section B(8) herein, the
              Company knows of no pending or threatened legal or governmental
              proceedings against the Company which could materially adversely
              affect the business, property, financial condition, results of
              operations or prospects of the Company.

       (7)    ACCURACY OF REPORTS.  All material reports, including the SEC
              Reports, required to be filed by the Company within the two years
              prior to the date of this Agreement under the Securities Exchange
              Act of 1934, as amended (the "Exchange Act"), have been duly filed
              with the Commission, complied at the time of filing in all
              material respects with the requirements of their respective forms
              and, except to the extent updated or superseded by any
              subsequently filed report, to the best of the Company's knowledge,
              were complete and correct in all material respects as of the dates
              at which the information was furnished, and contained (as of such
              dates) no untrue statements of a material fact nor omitted to
              state any material fact necessary in order to make the statements
              contained therein, in light of the circumstances under which they
              were made, not misleading.

       (8)    FINANCIAL INFORMATION.  The Company's financial statements that
              appear in the SEC Reports have been prepared in all material
              respects in accordance with United States generally accepted
              accounting principles (except that the financial statements that
              are not audited do not have notes thereto) applied on a consistent
              basis throughout the periods indicated and with each other and
              that such financial statements fairly present, in all material
              respects, the financial condition and operating results of the
              Company as of the dates, and for the periods, indicated therein.

                                     -7-

<PAGE>

       (9)    ABSENCE OF CERTAIN CHANGES.  Since the date of the Company's
              financial statements in the 2Q 2000 Form 10-Q, there has not been
              any material adverse effect on the assets, liabilities, condition
              (financial or otherwise) or results of operations of the Company
              or any occurrence, circumstance or combination thereof that
              reasonably could be expected to result in such material adverse
              effect.

       (10)   INVESTMENT COMPANY.  The Company is not an "investment company"
              within the meaning of such term under the Investment Company Act
              of 1940, as amended,  and the rules and regulations of the
              Commission thereunder.

       (11)   BROKERS.  Except for the payment of placement agency fees to each
              of the Placement Agents as described herein, the Company has not
              incurred any obligation for any finder's, broker's or agent's fee
              in connection with the Offering hereby.  In exchange for their
              services in introducing potential investors to the Company, (A)
              Trout Group shall receive a fee comprised of (i) 2.5% of the gross
              proceeds received from the investors introduced to the Company by
              Trout Group and (ii) a warrant with the same terms as the Warrants
              sold herein to purchase that number of shares of the Company's
              Common Stock equal to 2.5% of the total number of shares of Common
              Stock purchased by investors introduced by Trout Group and (B) Ten
              Peaks shall receive a fee of 5% of the gross proceeds received
              from five investment groups introduced to the Company by Ten
              Peaks.

       (12)   INDEMNIFICATION.  The Company shall indemnify and hold harmless
              the undersigned purchaser, and each officer, director or control
              person of such entity (each, an "Indemnified Party"), from any and
              all damage, loss, liability and expense (including, without
              limitation, reasonable fees and disbursements of counsel as
              incurred in connection with any action, suit or proceeding)
              incurred or suffered by any Indemnified Party arising out of any
              misrepresentation or breach of warranty, covenant or agreement
              made or to be performed by the Company pursuant to this Agreement
              or the Warrants.

       D.     UNDERSTANDINGS.

The undersigned understands, acknowledges and agrees with the Company and the
Placement Agents as follows:

       (1)    The Company may terminate this Offering at any time in its sole
              discretion.  The execution of this Agreement by the undersigned or
              solicitation of the investment contemplated hereby shall create no
              obligation of the Company to accept any subscription or complete
              the Offering in the event that the Company does not receive the
              Minimum Offering Amount.

       (2)    Except as set forth in Section D(1)  above, the undersigned hereby
              acknowledges and agrees that the subscription hereunder is
              irrevocable by the undersigned, that, except as required by law,
              the undersigned is not entitled to cancel, terminate or revoke
              this Agreement or any agreements of the undersigned hereunder and
              that this Agreement and such other agreements shall survive the
              death or disability of the undersigned and shall be binding upon
              and inure to the benefit of the parties and their heirs,
              executors, administrators, successors, legal representatives and
              permitted assigns; provided, however, that the Company has
              received commitment and funds for the Minimum Offering Amount.  If
              the undersigned is more than one person, the obligations of the
              undersigned hereunder shall be joint and several and the

                                     -8-

<PAGE>


             agreements, representations, warranties and acknowledges herein
             contained shall be deemed to be made by and be binding upon each
             such person and his/her heirs, executors, administrators,
             successors, legal representatives and permitted assigns.

      (3)    No federal or state agency has made any finding or determination
             as to the accuracy or adequacy of the Offering Documents or as to
             the fairness of the terms of this offering for investment nor any
             recommendation or endorsement of the Units.

      (4)    The Offering is intended to be exempt from registration under the
             Securities Act by virtue of Section 4(2) of the Securities Act and
             the provisions of Regulation D thereunder, which is in part
             dependent upon the truth, completeness and accuracy of the
             statements made by the undersigned herein and in the
             Questionnaire.

      (5)    There is no public or other market for the Units and no such
             public or other market may ever develop.  There can be no
             assurance that the undersigned will be able to sell or dispose of
             the Units.  It is understood that in order not to jeopardize the
             Offering's exempt status under Section 4(2) of the Securities Act
             and Regulation D, any transferee may, at a minimum, be required to
             fulfill the investor suitability requirements thereunder.

      (6)    The undersigned acknowledges that the information contained in
             this Agreement and the Term Sheet is confidential and non-public
             and agrees that all such information shall be kept in confidence
             by the undersigned and neither used for the undersigned's personal
             benefit (other than in connection with this subscription) nor
             disclosed to any third party for any reason; provided, however,
             that this confidentiality obligation shall not apply to any such
             information that (i) is part of the public knowledge or literature
             and readily accessible at the date hereof, (ii) becomes part of
             the public knowledge or literature and readily accessible by
             publication (except as a result of a breach of this provision) or
             (iii) is received from third parties (except third parties who
             disclose such information in violation of any confidentiality
             agreements or obligations, including, without limitation, any
             Subscription Agreement entered into with the Company).

      (7)    The undersigned acknowledges that the foregoing restrictions on
             the undersigned's use and disclosure of any such confidential,
             non-public information contained in the above-described documents
             restricts the undersigned from trading in the Company's securities
             to the extent such trading is based on such confidential,
             non-public information.

      (8)    The representations, warranties and agreements of the undersigned
             contained herein and in any other writing delivered in connection
             with the transactions contemplated hereby shall be true and
             correct in all respects on and as of the sale of the Units as if
             made on and as of such date and shall survive the execution and
             delivery of this agreement and the purchase of the Units.

      (9)    Insofar as indemnification for liabilities under the Securities
             Act may be permitted to directors, officers or controlling persons
             of the Company, the Company has been informed


                                     -9-

<PAGE>

             that in the opinion of the Securities and Exchange Commission such
             indemnification is against public policy as expressed in such Act
             and is therefore unenforceable to such extent.

      (10)   IN MAKING AN INVESTMENT DECISION PURCHASERS MUST RELY ON THEIR OWN
             EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING,
             INCLUDING THE MERITS AND RISKS INVOLVED.  THE UNITS OFFERED HEREBY
             HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES
             COMMISSION OR REGULATORY AUTHORITY.  FURTHERMORE, THE FOREGOING
             AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE
             ADEQUACY OF THE OFFERING DOCUMENTS.  ANY REPRESENTATION TO THE
             CONTRARY IS A CRIMINAL OFFENSE.

      (11)   THE SECURITIES OFFERED HEREBY MAY NOT BE TRANSFERRED, RESOLD OR
             OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT
             AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR
             EXEMPTION THEREFROM.  PURCHASERS SHOULD BE AWARE THAT THEY WILL BE
             REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
             INDEFINITE PERIOD OF TIME.

      (12)   For Residents of California:

             THE SALE OF THE SHARES WHICH ARE THE SUBJECT OF THIS SUBSCRIPTION
             AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF
             CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH
             SHARES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION
             THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE
             OF SHARES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102
             OR 25105 OF THE CALIFORNIA CORPORATIONS CODE.  THE RIGHTS OF ALL
             PARTIES TO THIS SUBSCRIPTION AGREEMENT ARE EXPRESSLY CONDITIONED
             UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO
             EXEMPT.

      (13)   For Residents of Connecticut:

             THESE SHARES HAVE NOT BEEN REGISTERED UNDER SECTION 36-485 OF THE
             CONNECTICUT UNIFORM SECURITIES ACT AND THEREFORE CANNOT BE RESOLD
             UNLESS THEY ARE REGISTERED UNDER SUCH ACT OR UNLESS AN EXEMPTION
             FROM REGISTRATION IS AVAILABLE.  THE SHARES OFFERED HEREBY HAVE
             NOT BEEN APPROVED OR DISAPPROVED BY THE BANKING COMMISSIONER OF
             THE STATE OF CONNECTICUT.  ANY REPRESENTATION TO THE CONTRARY IS
             UNLAWFUL.

      (14)   For Residents of New York:

             THIS PRIVATE OFFERING MEMORANDUM HAS NOT BEEN REVIEWED BY THE
             ATTORNEY GENERAL PRIOR TO ITS ISSUANCE AND USE.  THE ATTORNEY
             GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED


                                     -10-

<PAGE>

             THE MERITS OF THIS OFFERING.  ANY REPRESENTATION TO THE CONTRARY
             IS UNLAWFUL.

E.    REGISTRATION RIGHTS.

      (1)    REGISTRATION OF SECURITIES.  Within sixty days from the Closing
             Date, the Company shall use its reasonable best efforts to prepare
             for filing with the Commission, and cause to be filed, a "shelf"
             registration statement (the "Shelf Registration") pursuant to Rule
             415 under the Securities Act providing for the sale by the
             Purchasers of the shares of Common Stock and the Warrant Shares
             included in the Units (the "Registrable Securities").  The Company
             shall use its reasonable best efforts to cause the registration
             statement to be declared effective as soon as practicable after it
             has been filed with the Commission.  The Company agrees to use its
             reasonable best efforts to keep such Shelf Registration
             continuously effective for a period ending on the earliest of (a)
             the fifth anniversary of the effective date of such Shelf
             Registration, (b) the date on which all such Registrable
             Securities have been sold thereunder, or (c) the date upon which
             all such Registrable Securities are freely transferable without
             restriction under the Securities Act.  For the purpose of this
             Agreement, "reasonable best efforts" shall mean the best efforts
             of the Company consistent with sound and reasonable business
             practices and judgment.

      (2)    PAYMENTS BY THE COMPANY.

             (a)    If the Registration Statement covering the Registrable
                    Securities is not filed in proper form with the SEC within
                    sixty (60) days after the Closing Date (the "Required
                    Filing Date") and declared effective within one hundred
                    twenty (120) days within the Closing Date (the "Required
                    Effective Date"), the Company will make payment to the
                    undersigned in such amounts and at such times as shall be
                    determined pursuant to this Section E(2).

             (b)    The amount (the "Periodic Amount")  to be paid by the
                    Company to the undersigned shall be determined as of each
                    Computation Date (as defined below) and such amount shall
                    be equal to (A) one-half of one percent (0.5%) of the
                    purchase price paid by the undersigned (the "Purchase
                    Price") for all Units then purchased and outstanding
                    pursuant to this Agreement for the period from the date
                    following the Required Effective Date to the first relevant
                    Computation Date and (B) 1 percent (1%) to each Computation
                    Date thereafter.  By way of illustration and not in
                    limitation of the foregoing, if the Registration Statement
                    is not effective until one hundred sixty (160) days after
                    the Closing Date, the Periodic Amount will aggregate one
                    and one-half  percent (1.5%) of the purchase price of the
                    Units (0.5% for days 120-150  plus 1% for days 150-160).

             (c)    Each Periodic Amount will be payable by the Company in cash
                    or other immediately available funds to the undersigned
                    upon demand of the undersigned.


                                      -11-

<PAGE>

             (d)    The parties acknowledge that the damages which may be
                    incurred by the Investor if the Registration Statement has
                    not been effective by the Required Effective Date may be
                    difficult to ascertain.  Therefore, the parties agree that
                    the Periodic Amount represents a reasonable estimate on the
                    part of the parties, as of the date of this Agreement, of
                    the amount of such damages and that the payment by Company
                    of the Periodic Amount shall be deemed in complete and
                    total satisfaction of all claims of undersigned against
                    Company for failure of Company to comply with Section
                    E(2)(a) above.

             (e)    Notwithstanding the foregoing, the amounts payable by the
                    Company pursuant to this provision shall not be payable to
                    the extent any delay in the effectiveness of the
                    Registration Statement occurs because of an act of, or a
                    failure to act or to act timely by the undersigned, the
                    Placement Agents or their counsel, or in the event all of
                    the Registrable Securities may be sold pursuant to Rule 144
                    or another available exemption under the Act.

             (f)    "Computation Date" means (i) the date which is the earlier
                    of (A) thirty (30) days after the Required Effective Date
                    or (B) the date after the Required Effective Date on which
                    the Registration Statement is effective and (ii) each date
                    which is the earlier of (A) thirty (30) days after the
                    previous Computation Date or (B) the date after the
                    previous Computation Date on which the Registration
                    Statement is effective.

             (g)    Notwithstanding the above, the Company shall not be
                    obligated under any circumstances to pay any Periodic
                    Amount otherwise due under the terms of this Section E(2)
                    unless and until the shareholders of the Company have
                    approved such payment at a duly called and convened meeting
                    by the required minimum vote.  The Company agrees that it
                    will use reasonable best efforts to obtain shareholder
                    approval, if such approval is required, including calling
                    and conducting such meeting on a timely basis and
                    recommending it to the shareholders.

      (3)    REGISTRATION PROCEDURES.  In connection with the Company's
             obligations with respect to the Shelf Registration, the Company
             shall use its reasonable best efforts to effect the registration
             in furtherance of the sale of the Registrable Securities by the
             holders thereof in accordance with the intended method or methods
             of distribution thereof described in the Shelf Registration.  In
             connection therewith, the Company shall, as promptly as may be
             practicable:

             (a)    prepare and file with the Commission a registration
                    statement with respect to the Registrable Securities on any
                    form for which the Company then qualifies or which counsel
                    for the Company shall deem appropriate and which form shall
                    be available for the disposition of the Registrable
                    Securities in accordance with the intended method or
                    methods of disposition thereof;

             (b)    Prepare and file with the Commission such amendments and
                    supplements to such registration statement and the
                    prospectus used in connection therewith as may be necessary
                    to keep such registration statement effective for the
                    applicable period specified in Paragraph (1) above;


                                      -12-

<PAGE>

             (c)    furnish to each Purchaser who is selling Registrable
                    Securities a copy of such registration statement, each
                    amendment and supplement thereto (in each case including
                    all exhibits thereto but excluding all documents
                    incorporated by reference therein unless specifically so
                    requested by such Purchaser) and such reasonable number of
                    copies of the prospectus included in such registration
                    statement (including each preliminary prospectus) as such
                    Purchaser may reasonably request;

             (d)    use reasonable best efforts to register or qualify the
                    Registrable Securities under such other securities laws or
                    blue sky laws of such jurisdictions as the Purchasers shall
                    reasonably request, and take any and all such actions as
                    may be reasonably necessary or advisable to enable the
                    Purchasers to consummate the disposition in such
                    jurisdictions of such Registrable Securities;

             (e)    notify each Purchaser, at any time when a prospectus
                    relating thereto is required to be delivered under the
                    Securities Act within the period that the Company is
                    required to keep the registration statement effective, of
                    the happening of any event as a result of which the
                    prospectus included in such registration statement (as then
                    in effect) contains 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.  As promptly as practicable following any such
                    occurrence, the Company shall prepare and furnish to each
                    Purchaser a reasonable number of copies of a supplement or
                    an amendment of such prospectus as may be necessary so
                    that, as thereafter delivered to subsequent purchasers of
                    the Registrable Securities, such prospectus shall meet the
                    requirements of the Securities Act and relevant state
                    securities laws, provided that such obligation on the part
                    of the Company shall be suspended for such period of time
                    as the Company considers reasonably necessary and in its
                    best interest due to circumstances then existing (but not
                    more than 30 days in any 180-day period).  Each Purchaser
                    shall furnish to the Company such information regarding
                    each such Purchaser and its proposed method of distribution
                    of the Registrable Securities as the Company may from time
                    to time request and as shall be required by law to effect
                    and maintain the registration of such Securities under the
                    Securities Act and any state securities laws;

             (f)    advise each Purchaser, promptly after receiving notice
                    thereof, of any stop order issued or threatened by the
                    Commission and use its reasonable best efforts to take all
                    actions required to prevent the entry of such stop order,
                    or to remove it if entered;

             (g)    use its reasonable best efforts to cause all Registrable
                    Securities included in such registration statement to be
                    listed, by the date of the first sale of Registrable
                    Securities pursuant to such registration statement, on each
                    securities exchange (or the NASDAQ) on which the Common
                    Stock of the Company is then listed or proposed to be
                    listed;


                                      -13-

<PAGE>

             (h)    furnish to each Purchaser on the effective date of such
                    registration statement a signed counterpart, addressed to
                    the Purchasers, of (i) an opinion of counsel representing
                    the Company and reasonably satisfactory to such Purchasers
                    that the registration statement (including each amendment
                    or supplement thereto and prospectus included therein)
                    complies as to form in all material respects with the
                    requirements of the Securities Act and the applicable rules
                    and regulations thereunder, and (ii) a "comfort" letter
                    from the independent public accountants retained by the
                    Company, stating that they are independent public
                    accountants within the meaning of the Securities Act and
                    that, in the opinion of such accountants, the financial
                    statements of the Company included or incorporated by
                    reference in the registration statement or the prospectus,
                    or any amendment or supplement thereof, comply as to form
                    in all material respects with the applicable accounting
                    requirements of the Securities Act and the published rules
                    and regulations thereunder, and covering such other
                    financial matters of the type customarily covered by such
                    letters; and

             (i)    otherwise use its reasonable best efforts to comply with
                    the provisions of the Securities Act with respect to the
                    disposition of all of the Registrable Securities in
                    accordance with the intended methods of disposition by the
                    Purchasers thereof set forth in such registration statement
                    and to make generally available to its security holders, as
                    soon as reasonably practicable, an earnings statement
                    satisfying the provisions of Section 11(a) of the
                    Securities Act and Rule 158 thereunder.

      (4)    EXPENSES.  All expenses incident to the Company's performance of
             or compliance with the provisions of this Section E (including,
             without limitation, all registration and filing fees, fees and
             expenses of compliance with securities or blue sky laws, fees and
             expenses incurred in connection with the listing of the
             Registrable Securities to be registered on each securities
             exchange (or the NASDAQ) on which similar securities issued by the
             Company are then listed, printing expenses, fees and disbursements
             of separate counsels for each of the Company and the Purchaser,
             and fees and disbursements of all independent certified public
             accountants and other persons retained by the Company) will be
             borne by the Company.  Notwithstanding the foregoing, the
             Purchasers shall pay any and all underwriting fees, discounts or
             commissions attributable to the sale of Registrable Securities.

      (5)    INDEMNIFICATION.

             (a)    Upon the registration of Registrable Securities pursuant to
                    Section E(1) of this Agreement, and in consideration of the
                    agreements of the Purchasers contained herein, the Company
                    shall, and it hereby agrees to, indemnify and hold
                    harmless, to the extent permitted by law, each of the
                    Purchasers which holds Registrable Securities, its officers
                    and directors, each underwriter of such Registrable
                    Securities, if any, and each person who controls such
                    person (within the meaning of the Securities Act) against
                    all losses, claims, damages, liabilities and expenses
                    (including reasonable attorneys' fees and expenses) to
                    which such Purchaser, its officers, directors, each
                    underwriter, or such controlling persons may become
                    subject, insofar as such losses, claims, damages,
                    liabilities and expenses (or actions in respect thereof)
                    arise out of or are based upon any untrue statement or
                    alleged untrue statement of material fact contained in any
                    such registration statement, any


                                      -14-

<PAGE>

                    prospectus or preliminary prospectus contained therein or
                    any amendment or supplement thereto, or any omission or
                    alleged omission to state therein a material fact
                    required to be stated therein or necessary to make the
                    statements therein not misleading, and will reimburse
                    each such Purchaser, each such underwriter 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; except (i) insofar as the same arise
                    out of or are based upon an untrue statement or omission
                    or alleged omission so made based upon information
                    furnished by such Purchaser, underwriter or controlling
                    person in writing specifically for use in such
                    registration statement or prospectus or (ii) insofar as
                    the same are caused by such Purchaser's or such
                    underwriter's failure to deliver a copy of such
                    registration statement or prospectus or any amendments or
                    supplements thereto after the Company has furnished such
                    Purchaser or such underwriter with a sufficient number of
                    copies of the same; and provided, however, that the
                    foregoing indemnity and reimbursement obligation shall
                    not be applicable to the extent that any such loss,
                    claim, damage, liability or action arises out of or is
                    based on any untrue statement or omission made in: (i) a
                    preliminary prospectus, which untrue statement or
                    omission is corrected in the final prospectus and such
                    final prospectus is made available to such Purchaser in
                    accordance with the requirements of Rule 424 under the
                    Securities Act; or (ii) any prospectus, which untrue
                    statement or omission is corrected in a prospectus
                    supplement or amended prospectus and such prospectus
                    supplement or amended prospectus is made available to
                    such Purchaser prior to the sale of Registrable
                    Securities which gave rise to such loss, claim, damage,
                    liability or expense.

             (b)    In connection with any registration statement under which
                    Registrable Securities are registered under the Securities
                    Act and pursuant to which a Purchaser offers and sells
                    Registrable Securities, each such Purchaser shall, and it
                    hereby agrees to, indemnify and hold harmless, to the
                    extent permitted by law, each of the Company, its officers
                    and directors, and each person who controls the Company
                    (within the meaning of the Securities Act) and, if the
                    offering is an underwritten offering, the underwriters,
                    against all losses, claims, damages, liabilities and
                    expenses (including reasonable attorneys' fees and
                    expenses) to which the Company, its officers and directors,
                    underwriters, or controlling persons may become subject,
                    insofar as such losses, claims, damages, liabilities and
                    expenses (or actions in respect thereof) arise out of or
                    are based upon any untrue statement or alleged untrue
                    statement of material fact contained in any such
                    registration statement, any prospectus or preliminary
                    prospectus contained therein or any amendment or supplement
                    thereto, or any omission or alleged omission to state
                    therein a material fact required to be stated therein or
                    necessary to make the statements therein not misleading and
                    will reimburse the Company and each such officer, director,
                    underwriter and 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, insofar as (i) the same arise out of
                    or are based upon any untrue statement or omission or
                    alleged omission so made based upon information furnished
                    by such


                                      -15-

<PAGE>

                    Purchaser or controlling person of such Purchaser, in
                    writing specifically for use in such registration
                    statement or prospectus or (ii) the same are caused by such
                    Purchaser's failure to deliver a copy of such registration
                    statement or prospectus or any amendments or supplements
                    thereto after the Company has furnished such Purchaser with
                    a sufficient number of copies of the same and provided,
                    further, that the liability of each Purchaser under this
                    Paragraph 4(b) shall be limited to the proportion of any
                    such loss, claim, damage, liability or expense which is
                    equal to the proportion that the public offering price of
                    Common Stock sold by such Purchaser under such registration
                    statement bears to the total public offering price of all
                    securities sold thereunder, but not to exceed the amount of
                    the proceeds received by such Purchaser from the sale of
                    the Registrable Securities covered by such registration
                    statement.

             (c)    Any person entitled to indemnification hereunder will (i)
                    give prompt notice to the indemnifying party of any claim
                    with respect to which it seeks indemnification (but the
                    failure to give such notice will not affect the right to
                    indemnification hereunder, unless the indemnifying party is
                    materially prejudiced by such failure) and (ii) unless in
                    such indemnified party's reasonable judgment a conflict of
                    interest may exist between such indemnified and
                    indemnifying parties with respect to such claim, permit
                    such indemnifying party to assume the defense of such claim
                    with counsel selected by the indemnifying party and
                    reasonably satisfactory to the indemnified party.  If such
                    defense is not assumed by the indemnifying party or if the
                    indemnifying party is not permitted to assume such defense
                    then (x) the indemnified party shall select counsel, which
                    counsel must be reasonably satisfactory to the indemnifying
                    party and (y) the indemnifying party will not be subject to
                    any liability for any settlement made without its consent
                    (which consent will not be unreasonably withheld).  No
                    indemnifying party will consent to entry of any judgment or
                    enter into any settlement which 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.  An
                    indemnifying party who is not entitled to, or elects not
                    to, assume the defense of a claim will not be obligated to
                    pay the fees and expenses of more than one counsel for all
                    parties indemnified by such indemnifying party with respect
                    to such claim, unless in the reasonably judgment of any
                    indemnified party a conflict of interest may exist between
                    such indemnified party and any other of such indemnified
                    parties with respect to such claim, in which case the
                    indemnifying party shall be obligated to pay the fees and
                    expenses of one additional counsel, who must be reasonably
                    satisfactory to the indemnifying party.

             (d)    Each party hereto agrees that, if for any reason the
                    indemnification provisions contemplated by Paragraph 4(a)
                    or Paragraph 4(b) are unavailable or are insufficient to
                    hold harmless an indemnified party in respect of any
                    losses, claims, damages, liabilities or expenses (or
                    actions in respect thereof) referred to therein, then each
                    indemnifying party shall contribute to the amount paid or
                    payable by such indemnified party as a result of such
                    losses, claims, damages, liabilities or expenses (or
                    actions in respect thereof) in such proportion as is
                    appropriate to reflect the relative fault of the
                    indemnifying party and the indemnified party as well as any
                    other relevant equitable considerations.  The relative
                    fault of such indemnifying



                                      -16-
<PAGE>


                     party and indemnified party shall be determined by
                     reference to, among other things, whether the untrue or
                     alleged untrue statement of a material fact or omission
                     or alleged omission to state a material fact relates to
                     information supplied by such indemnifying party or
                     indemnified party, and the parties' relative intent,
                     knowledge, access to information and opportunity to
                     correct or prevent such statement or omission.  The
                     parties hereto agree that it would not be just and
                     equitable if contribution pursuant to this Paragraph
                     4(d) were determined by pro rata allocation (even if the
                     Purchasers or any underwriters or all of them were
                     treated as one entity for such purpose) or by any other
                     method of allocation which does not take into account
                     the equitable considerations referred to in this
                     Paragraph 4(d).  No person guilty of fraudulent
                     misrepresentation (within the meaning of Section 11(f)
                     of the Securities Act) shall be entitled to contribution
                     from any person who was not guilty of such fraudulent
                     misrepresentation.

              (e)    The indemnification and contribution obligations and each
                     other provision set forth in this Paragraph 4 shall remain
                     in full force and effect regardless of any investigation
                     made by or on behalf of the Company, any Purchaser, any
                     officer or employee of the Company or such Purchaser, any
                     underwriter, any officer or employee of such underwriter,
                     or any controlling person of any of the foregoing and shall
                     survive the transfer and registration of Registrable
                     Securities by such Purchaser.

       (6)    RULE 144 REPORTING.  With a view to making available to Purchasers
              the benefits of Rule 144 promulgated by the Commission under the
              Securities Act, the Company agrees to use its reasonable best
              efforts to:

              (a)    make and keep adequate current public information with
                     respect to the Company available, as those terms are used
                     in Rule 144 under the Securities Act, at all times after
                     the Final Closing Date;

              (b)    file with the Commission in a timely manner all reports and
                     other documents required of the Company under the Exchange
                     Act; and

              (c)    furnish to Purchasers promptly upon request a written
                     statement by the Company as to its compliance with the
                     reporting requirements of Rule 144 and the Exchange Act, a
                     copy of the most recent annual or quarterly report of the
                     Company, and such other reports and documents of the
                     Company as any Purchaser may reasonably request in order to
                     permit such Purchaser to avail itself of any rule or
                     regulation of the Commission allowing such Purchaser to
                     sell its Registrable Securities without registration.

       (7)    AMENDMENTS AND WAIVERS.  Any provision of this Section E may be
              amended or waived if, but only if, in the case of an amendment,
              such amendment is in writing and is signed by the Company and the
              Purchasers who are the holders of a majority of the Registrable
              Securities or, in the case of a waiver, such waiver is in writing
              and is signed by the party to be charged

                                        -17-
<PAGE>


              with having granted such waiver.  No failure or delay by the
              Company or any Purchaser in exercising any right, power or
              privilege hereunder shall operate as a waiver thereof, nor
              shall any single or partial exercise thereof preclude any other
              or further exercise thereof or the exercise of any other right,
              power or privilege.

F.     COVENANTS OF THE COMPANY

       (1)    The Company hereby agrees that, for so long as the undersigned
              owns at least ten percent (10%) of the total number of outstanding
              shares of Common Stock of the Company (including shares of Common
              Stock issuable upon conversion of the Company's Series B
              Convertible Preferred Stock, par value $.01 per share), the
              Company shall notify such individual as shall be designated from
              time to time by the undersigned of all regular meetings and
              special meetings of the Board of Directors of the Company at least
              two business days in advance of such meetings, and afford one
              representative designated by the undersigned, and acceptable to
              the Company, the right and opportunity to attend any such meeting.

       (2)    The Company hereby agrees that, for a period of 120 days after the
              Closing Date, it shall not issue or sell any Common Stock of the
              Company, any warrants, options, or other rights to acquire Common
              Stock, or any other securities that are convertible into Common
              Stock, for a purchase or exercise price less than the Closing
              Price.

       (3)    The Company agrees at Closing to pay the reasonable fees and
              disbursements of counsel to the undersigned purchasers, not to
              exceed $20,000 in the aggregate.


G.     MISCELLANEOUS

       (1)    All pronouns and any variations thereof used herein shall be
              deemed to refer to the masculine, feminine, singular or plural, as
              the identity of the person or persons may require.

       (2)    Except as set forth in Section A(4) herein, neither this Agreement
              nor any provision hereof shall be waived, modified, changed,
              discharged, terminated, revoked or canceled except by an
              instrument in writing signed by the party effecting the same
              against whom any change, discharge or termination is sought.

       (3)    Notices required or permitted to be given hereunder shall be in
              writing and shall be deemed to be sufficiently given when
              personally delivered or sent by registered mail, return receipt
              requested, addressed:  (i) if to the Company, to Enchira
              Biotechnology Corporation, 4200 Research Forest Drive, The
              Woodlands, Texas 77381, Attention: Paul G. Brown, III, or (ii) if
              to the undersigned, to the address for correspondence set forth in
              the Subscription Agreement, or at such other address as may have
              been specified by written notice given in accordance with this
              Paragraph (3).

       (4)    Failure of the Company to exercise any right or remedy under this
              Agreement or any other agreement between the Company and the
              undersigned, or otherwise, or delay by the Company in exercising
              such right or remedy, will not operate as a waiver thereof.  No
              waiver by the Company will be effective unless and until it is in
              writing and signed by the Company.

                                          -18-
<PAGE>


       (5)    This Agreement shall be enforced, governed and construed in all
              respects in accordance with the laws of the State of Texas, as
              such laws are applied by the Texas courts to agreements entered
              into and to be performed in Texas by and between residents of
              Texas, and shall be binding upon the undersigned, the
              undersigned's heirs, estate, legal representatives, successors and
              assigns and shall inure to the benefit of the Company, its
              successors and assigns.  If any provision of this Subscription
              Agreement is invalid or unenforceable under any applicable statute
              or rule of law, then such provision shall be deemed modified to
              conform with such statute or rule of law.  Any provision hereof
              that may prove invalid or unenforceable under any law shall not
              affect the validity or enforceability of any other provisions
              hereof.

       (6)    This Agreement constitutes the entire agreement between the
              parties hereto with respect to the subject matter hereof and may
              be amended only by writing executed by both parties hereto.

       (7)    Each party hereto has had the opportunity to review this Agreement
              with its separate legal counsel.

H.     SIGNATURE

The signature of this Agreement is contained as part of the applicable
subscription package, entitled "Signature Page".




                                        -19-
<PAGE>


                         ENCHIRA BIOTECHNOLOGY CORPORATION
                                   SIGNATURE PAGE

The undersigned hereby subscribes for the number of Units as set forth below.

1.     Dated:                   , 20
             -------------------    -----

2.     Number of Units subscribed for:
                                      ---------------------------

3.     Aggregate purchase price for number of Units subscribed for at $100,000
       per Unit

       $
        ------------------------


-------------------------------------   -------------------------------------
Signature of Subscriber                 Taxpayer Identification or Social
(and title, if applicable)              Security Number

-------------------------------------   -------------------------------------
Signature of Joint Purchaser            Taxpayer Identification or Social
(if any)                                Security Number

-------------------------------------   -------------------------------------
Name and Residence Address              Mailing Address
(Post Office Address Not Acceptable)    (if different from Residence Address)

-------------------------------------   -------------------------------------
Name (please print as name will appear  Name (please print)
on certificate)

-------------------------------------   -------------------------------------
Number and Street                       Number and Street

-------------------------------------   -------------------------------------
City   State         Zip Code           City   State         Zip Code



ACCEPTED BY:                                 ENCHIRA BIOTECHNOLOGY CORPORATION


Dated:                                           By:
      ---------------------------                   --------------------------
                                                        President and CEO



<PAGE>


                              PURCHASER QUESTIONNAIRE



Enchira Biotechnology Corporation
4200 Research Forest Drive
The Woodlands, Texas  77381

Attention: President

Re:    Purchase of Units

Ladies & Gentlemen:

              The information contained herein is being furnished to Enchira
Biotechnology Corporation, a Delaware corporation, (the "Company") in connection
with the purchase of Units by the undersigned to assure the Company that the
undersigned will meet the suitability standards for potential investors for
purposes of federal and state securities laws, and to assure that the offer and
sale of such securities by the Company may be made to the undersigned without
registration under the Securities Act of 1933, as amended (the "Act"), and
applicable state securities laws.

              The undersigned represents to the Company that (i) the information
and representations contained herein are complete and accurate and may be relied
upon by the Company and (ii) the undersigned will notify the Company immediately
of any material change in any of such information occurring prior to the closing
of the purchase of the Securities by the undersigned.  All information furnished
is for the sole use of the Company and their counsel and will be held in
confidence, except that this Questionnaire may be furnished to such parties as
is necessary to establish compliance with federal or state securities laws.

PLEASE COMPLETE ALL OF THE FOLLOWING QUESTIONS (1-10), SIGN AND DATE AND RETURN
TO THE CORPORATION.


<PAGE>


                   ALL INFORMATION WILL BE TREATED CONFIDENTIALLY

1.     Name of Entity or Individual:
                                    -------------------------------------------

       Business Address:
                        -------------------------------------------------------

       City:                          State:                    Zip:
            -------------------------       -------------------     ----------

       Telephone:
                 --------------------

       Taxpayer Identification No. or Social Security No.:
                                                          ---------------------

2.     (ANSWER ONLY IF AN INDIVIDUAL)

       (a)    Principal Residence Address:
                                          -------------------------------------

              City:                         State:                 Zip:
                   -----------------------        ---------------      -------

              Telephone:
                        ------------------

              Communications should be sent to (check one)
                              business address or              home address.
                --------------                   --------------

       (b)    Date of Birth:                U.S. Citizen:  Yes      No
                            --------------                    ----    ----

              College:                         Degree:             Year:
                      ------------------------        -----------       ------

              Graduate School:                 Degree:             Year:
                              ----------------        -----------       ------

              Other Education:
                              -------------------------------------------------

       (c)    Employment and Nature of Business:
                                                -------------------------------
              -----------------------------------------------------------------

              Position and Duties:
                                  ---------------------------------------------
              -----------------------------------------------------------------

              Any other Prior Occupations or Duties during Past Five Years:

              -----------------------------------------------------------------
              -----------------------------------------------------------------
              -----------------------------------------------------------------
              -----------------------------------------------------------------
              -----------------------------------------------------------------

                                              -2-
<PAGE>


       (d)    Income from all sources before this investment is in excess of
              $               (exclusive of any income attributable to your
              spouse) for each of the undersigned's two previous tax years and
              estimated to be in excess of $                (exclusive of any
              income attributable to your spouse) for the undersigned's current
              tax year.

       (e)    The undersigned's personal net worth (excluding the proposed
              investment in the  Shares) is in excess of $_____________________.

       (f)    The undersigned understands the full nature and risk of this
              investment.
                   Yes         No
              -----      -----

       (g)    The undersigned believes the undersigned can afford the complete
              loss of the investment.
                   Yes         No
              -----      -----


       (h)    This investment constitutes less than ten percent (10%) of the
              undersigned's net worth.
                   Yes         No
              -----      -----

3.     (ANSWER ONLY IF A CORPORATION, PARTNERSHIP, TRUST OR OTHER ENTITY)

       (a)    Form of Organization:
                                   -------------

       (b)    Jurisdiction of Incorporation or Formation:
                                                         ----------------------

       (c)    Address of principal place of business:

              -----------------------------------------------------------------
              -----------------------------------------------------------------
              -----------------------------------------------------------------

       (d)    Date of Incorporation or Formation:
                                                 ------------------------------

       (e)    Nature of Business:
                                 ----------------------------------------------
              -----------------------------------------------------------------

       (f)    Names of Directors if a Corporation, of Partners (together with
              the address of each Partner) if a Partnership, of Trustees if a
              Trust, of Joint Venturers if a Joint Venture:

              -----------------------------------------------------------------
              -----------------------------------------------------------------
              -----------------------------------------------------------------
              -----------------------------------------------------------------
              -----------------------------------------------------------------

                                           -3-
<PAGE>


       (g)    The persons named in Section 3(f) above understand the full nature
              and risk of this investment.        Yes        No
                                             -----      -----

       (h)    The undersigned can afford the complete loss of the investment.
                   Yes      No
              -----    -----

       (i)    The undersigned's net income before this investment is in excess
              of $                     for the undersigned's two previous tax
              years and estimated to be in excess of $                for the
              undersigned's current tax year.

       (j)    The undersigned's total assets (excluding the proposed investment
              in  the Units) is in excess of $__________________.

       (k)    Was the undersigned formed or organized for the specific purpose
              of acquiring the Units?
                   Yes      No
              -----    -----

4.     The undersigned is an experienced and sophisticated investor.
            Yes      No
       -----    -----

5.     The undersigned has invested in excess of $_______________ over the past
       five years.

6.     Please state below the types of investments the undersigned has made in
       the past five years, with particular attention to investments in
       nonmarketable investments.  Include amount invested in each type of
       investment.

       ------------------------------------------------------------------------
       ------------------------------------------------------------------------
       ------------------------------------------------------------------------
       ------------------------------------------------------------------------

7.     Please state below any additional information which the undersigned
       thinks qualifies the undersigned to evaluate the merits and risks of this
       investment.

       ------------------------------------------------------------------------
       ------------------------------------------------------------------------
       ------------------------------------------------------------------------
       ------------------------------------------------------------------------

8.     The undersigned will have an attorney, accountant, or other consultant
       review this investment as the undersigned may require for a full
       understanding of the investment and the risk involved.
            Yes      No
       -----    -----

9.     The undersigned will have a representative, who has such knowledge and
       experience in business and financial matters and is capable of evaluating
       the merits and risks of this investment, make the investment decision on
       behalf of the undersigned with respect to the Units.
            Yes      No
       -----    -----


10.    The undersigned (or in the case of a corporation, partnership, trust or
       other entity, either such entity or each person named in Section 3(f)
       hereof) is an "accredited investor", as such term is defined by
       Regulation D ("Regulation D") promulgated under the Act within the
       meaning of one of the categories described in Schedule I attached
       thereto.
            Yes      No
       -----    -----

                                          -4-
<PAGE>


       Please specify the category or categories of qualification:

       ------------------------------------------------------------------------


                                          Name:
                                               --------------------------------

       Dated:               , 2000        By:
             ---------------                 ----------------------------------

                                          Title:
                                                -------------------------------

                                          -------------------------------------
                                          (Please Type or Print Name)


NAME OF PARTNERSHIP, CORPORATION,
TRUST, ESTATE OR OTHER ENTITY
(IF APPLICABLE):

--------------------------------


TITLE OF PERSON SIGNING ON
BEHALF OF SUCH ENTITY:

--------------------------------


                                               -5-
<PAGE>


                                     SCHEDULE I

              An "accredited investor" includes ANY of the following:

       (a)    An individual with net worth (including principal residence) or,
together with his or her spouse, JOINT net worth in EXCESS of $1,000,000;

       (b)    An individual who had an income in EXCESS of $200,000 for each of
the two most recent years or joint income with such individual's spouse in
excess of $300,000 in each of those years AND who reasonably expects to reach
the same income level in the current year;

       (c)    Any of certain institutional investors, including:

              (1)    a state or national bank as defined in 3(a)(2) of the Act,
       or savings and loan association or other institution defined in section
       3(a)(5) of the Act (whether acting in an individual or fiduciary
       capacity);

              (2)    an insurance company as defined in section 2(13) of the
       Act;

              (3)    an investment company registered under the Investment
       Company Act of 1940;

              (4)    a business development company as defined in section 2(a)48
       of the Act;

              (5)    a Small Business Investment Company licensed by the U.S.
       Small Business Administration under section 301(c) or (d) of the Small
       Business Investment Act of 1958;

              (6)    an ERISA employee benefit plan where (i) the investment
       decision is made by a plan fiduciary which is a bank, insurance company
       or registered investment advisor, OR (ii) the employee benefit plan has
       total assets IN EXCESS OF $5,000,000 or, if a self-directed plan, with
       investment decisions made solely by persons that are accredited
       investors;

              (7)    an Internal Revenue Code 501(c)(3) organization, a
       corporation, a Massachusetts or similar business trust or partnership,
       not formed for the specific purpose of purchasing the Units, with total
       assets IN EXCESS OF $5,000,000;

       (d)    Any director, executive officer or general partner of the issuer
of  the Units being  offered or sold or any director, executive officer, or
general partner of a general partner of that issuer;

       (e)    Any legal entity (corporation, partnership, etc.) WHOLLY owned by
persons or entities who are themselves accredited investors.

       (f)    A trust, with total assets in excess of $5,000,000, not formed for
the specific purpose of acquiring the Units offered, whose purchase is directed
by a "sophisticated person" as defined by Regulation D.


                                         -6-