Untitled Document


[
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GENTA
INCORPORATED



Common
Stock  

($0.001 par value)



PLACEMENT
AGENT AGREEMENT



March 6, 2006 


Cowen & Co.,
LLC  

Rodman & Renshaw, LLC  

 c/o Cowen & Co., LLC  

1221 Avenue of the Americas


New York, New York 10020 


Dear Sirs: 


1.
      INTRODUCTORY.  Genta  Incorporated,  a Delaware  corporation  (the  “Company”),
proposes,  pursuant to the terms of this Placement  Agent Agreement (this  “Agreement”)
and the  Subscription  Agreements  in  the  form  of  Exhibit  A  attached  hereto  (the
“Subscription  Agreements”)  entered  into with the  purchasers  identified
therein  (each a “Purchaser” and collectively,  the “Purchasers”),
to sell to  the  Purchasers  an  aggregate  of [  __________  ] shares  of common  stock,
$0.001  par  value  per  share,  together  with  associated  preferred  stock  purchase
rights  (the  “Common  Stock”),  of  the  Company.  The  aggregate  of [
________  ] shares of Common  Stock so  proposed to be sold is  hereinafter  referred to
as the  “Stock.” The  Company  hereby  confirms  its  agreement  with  Cowen  & Co.,
LLC  (“Cowen”) and Rodman & Renshaw, LLC (the “Placement  Agents”).
Cowen  is acting as the  representative  of the Placement Agents and in such  capacity is
hereinafter referred to as the “Representative.” 


2.  AGREEMENT
TO  ACT  AS  PLACEMENT  AGENTS;  PLACEMENT  OF  SECURITIES.  On the  basis  of the
representations,  warranties  and  agreements of the Company  herein  contained,  and
subject to all the  terms and conditions of this Agreement: 


	 	     (I)
The Company hereby  authorizes  the Placement  Agents to act  as its  exclusive  agents
to solicit  offers for the purchase of  all or part of the Stock  from the  Company in
connection  with  the proposed offering of the Stock (the  “Offering”).  Until
the  Closing  Date (as  defined  in Section 4  hereof),  the  Company  shall not,
without  the prior  consent  of the  Representative,  solicit  or  accept  offers to
purchase  Stock  otherwise  than  through the Placement Agents.

      





	 	     (II)
The Placement  Agents agrees,  as agents of the Company,  to  use their best  efforts to
solicit  offers to purchase the Stock  from the Company on the terms and subject to the
conditions set  forth  in the  Prospectus  (as  defined  below).  The  Placement  Agents
shall  use  best  efforts  to  assist  the  Company  in  obtaining  performance by each
Purchaser whose offer to 
 














	 	purchase
Stock has been  solicited by the  Placement  Agents and accepted  by the Company,  but
the Placement  Agents shall not,  except as  otherwise  provided in this Agreement,  be
obligated to disclose  the identity of any  potential  purchaser or have any  liability
to  the  Company  in  the  event  any  such  purchase  is  not  consummated  for any
reason.  Under no  circumstances  will the  Placement  Agents be  obligated  to purchase
any Stock for their  own  accounts  and,  in  soliciting  purchases  of  Stock,  the
Placement  Agents shall act solely as the  Company's  agents and  not as principals.
Notwithstanding  the foregoing and except as  otherwise  provided  in Section  2(III),
it is  understood  and  agreed  that  the  Placement  Agents  (or its  affiliates)  may,
solely at their  discretion and without any obligation to do so,  purchase Stock as a
principals.

      






	 	     (III)
Subject to the  provisions  of this Section  2,  offers for  the purchase of Stock may
be solicited by the  Placement  Agents  as agents for the  Company at such times and in
such  amounts as  the Placement Agents deem advisable.  Each Placement Agent shall
communicate  to  the  Company,  orally  or  in  writing,  each  reasonable  offer to
purchase  Stock  received by it as agent of  the  Company.  The  Company  shall have the
sole right to accept  offers to purchase  the Stock and may reject any such offer,  in
whole or in part.  Each Placement Agent shall have the right, in  its  discretion
reasonably  exercised,  without  notice  to the  Company,  to reject any offer to
purchase  Stock received by it,  in whole or in part, and any such rejection  shall not
be deemed  a breach of its agreement contained herein.

      






	 	     (IV)
The  purchases  of the  Stock  by the  Purchasers  shall  be  evidenced by the  execution
of  Subscription  Agreements by each  of the parties thereto.
 






	 	     (V)
As compensation for services  rendered,  on the Closing Date  (as defined in Section 4 hereof),  the Company  shall pay to the  Placement  Agents  by wire  transfer  of
immediately  available  funds  to  an  account  or  accounts  designated  by  the
Representative,  an  aggregate  amount equal to six and one-half  percent  (6.5%) of the
gross  proceeds  received  by the Company  from the sale of the Stock on such Closing
Date.

      






	 	     (VI)
No Stock which the  Company  has agreed to sell  pursuant to  this  Agreement  shall be
deemed to have been purchased and paid  for,  or sold by the  Company,  until such Stock
shall have been  delivered  to the  Purchaser  thereof  against  payment  by such
Purchaser.  If the Company shall default in its  obligations  to  deliver Stock to a
Purchaser  whose offer it has  accepted,  the  Company shall  indemnify and hold the
Placement  Agents harmless  against any loss,  claim or damage  arising  from or as a
result  of such default by the Company.
 











3.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY 


	 	     (I)
The  Company  represents  and  warrants  to  the  Placement  Agents and the Purchasers,
that:
 






	 	(a)
The Company has  prepared and filed in  conformity  with the  requirements  of the
Securities  Act of  1933,  as  amended  (the  “Securities  Act”),  and
published  rules  and  regulations  thereunder  (the  “Rules  and  Regulations”)
adopted  by the  Securities  and  Exchange  Commission  (the  “Commission”)  a
“shelf” Registration  Statement  (as  hereinafter  defined)  on Form S-3 (No.
333-114151),  which  became  effective  as  of  May  11,  2004  (the  “Effective
Date”),  including a base  prospectus  relating to the Stock  (the

      






2 











	 	“Base
Prospectus”),  and  such  amendments  and  supplements  thereto as may have been
required  to the date  of this  Agreement.  The term  “Registration  Statement” as
used in this  Agreement  means  the  registration  statement  (including  all  exhibits,
financial  schedules  and  all  documents  and  information  deemed  to  be a  part  of
the  Registration  Statement  pursuant  to Rule  430A  or  434(d)  under the Securities
Act), as amended  and/or  supplemented  to  the  date  of  this  Agreement,  including
the  Base  Prospectus.  The  Registration  Statement is effective under  the  Securities
Act  and  no  stop  order  preventing  or  suspending the  effectiveness of the
Registration  Statement  or suspending or preventing  the use of the  Prospectus  has
been issued by the Commission  and no  proceedings  for that  purpose  have been
instituted  or, to the  knowledge of the  Company,  are threatened by the Commission.
The Company, if  required  by the Rules and  Regulations  of the  Commission,  proposes
to file the  Prospectus  (as defined  below),  with  the  Commission  pursuant  to Rule
424(b)  of the Rules and  Regulations.  The  term  “Prospectus” as  used  in
this  Agreement means the  Prospectus,  in the form in which it is  to be filed with the
Commission  pursuant to Rule 424(b) of  the Rules and  Regulations,  or, if the
Prospectus is not to  be filed with the  Commission  pursuant to Rule 424(b),  the
Prospectus  in  the  form  included  as  part  of  the  Registration  Statement  as of
the  Effective  Date,  except  that if any  revised  prospectus  or  prospectus
supplement  shall be provided to the  Representative  by the Company for  use in
connection  with the  offering and sale of the Stock  which  differs  from  the
Prospectus  (whether  or not such  revised  prospectus or prospectus  supplement is
required to  be filed  by the  Company  pursuant  to Rule  424(b)  of the  Rules and
Regulations),  the term  “Prospectus” shall refer  to such revised  prospectus
or  prospectus  supplement,  as  the  case  may be,  from  and  after  the  time it is
first  provided  to  the  Representative  for  such  use.  Any  preliminary  prospectus
or prospectus  subject to completion  included  in the  Registration  Statement  or filed
with the  Commission  pursuant  to Rule 424 under the  Securities  Act  is  hereafter
called  a  “Preliminary  Prospectus.” Any  reference  herein  to  the
Registration  Statement,  any  Preliminary  Prospectus  or the  Prospectus  shall be
deemed  to  refer  to and  include  the  documents  incorporated  by  reference  therein
pursuant  to Item 12 of Form  S-3  which  were filed under the  Securities  Exchange  Act
of 1934,  as  amended  (the  “Exchange  Act”),  on or  before  the last to
occur of the  Effective  Date,  the date of the  Preliminary  Prospectus,  or  the  date
of  the  Prospectus,  and  any  reference  herein  to the  terms  “amend,” “amendment,” or
“supplement” with  respect to the  Registration  Statement,  any  Preliminary
Prospectus  or  the  Prospectus  shall  be  deemed  to  refer  to and  include  (i)  the
filing  of any  document  under the Exchange Act after the  Effective  Date,  the date of
such  Preliminary  Prospectus or the date of the  Prospectus,  as the case may be,  which
is  incorporated  by  reference  and (ii)  any  such  document  so  filed.  If the
Company has filed an abbreviated  registration  statement to  register  additional  Stock
pursuant to Rule  462(b)  under  the Rules (the “462(b)  Registration  Statement”),
then any  reference  herein to the  Registration  Statement shall also  be deemed to
include such 462(b) Registration Statement.

      






	 	(b)
As of the  Applicable  Time (as defined below) and as of the  Closing  Date,  neither
(i) the  General  Use Free  Writing  Prospectus(es)  (as  defined  below),  if any,
issued at or  prior to the  Applicable  Time,  the Pricing  Prospectus  as  defined
below,  if  any,  and  the  information,  if  any,  included  on Schedule  A hereto,
all  considered  together  (collectively,  the “General Disclosure Package”),
nor (ii)  any  individual  Limited  Use Free  Writing  Prospectus  (as  defined below),
if any, when  considered  together with the  General  Disclosure  Package,  included or
will  include any  untrue  statement  of a  material  fact or 

      






3 









	 	omitted
or will  omit to state a  material  fact  necessary  in order to make  the statements
therein,  in the light of the  circumstances  under  which  they  were  made,  not
misleading;  provided,  however,  that  the  Company  makes  no  representations  or
warranties  as to  information  contained in or omitted from  any Issuer Free Writing
Prospectus,  in reliance  upon, and  in conformity  with,  written  information
furnished to the  Company  through the  Representative  by or on behalf of any  Placement
Agent  specifically for inclusion  therein,  which  information  the  parties  hereto
agree is  limited  to the  Placement  Agents’ Information  (as defined in Section
18.)  As  used  in  this  paragraph  (b)  and  elsewhere  in  this  Agreement:

      







     “Applicable
Time” means 5:00 P.M.,  New York time,  on the  date of  this  Agreement  or such
other  time  as  agreed  to by the  Company and the Representative. 



     “Pricing
Prospectus” means the Preliminary  Prospectus and  the Base  Prospectus,  each as
amended and  supplemented  immediately  prior to the  Applicable  Time,  including any
document  incorporated  by reference  therein and any  prospectus  supplement  deemed to
be a  part thereof. 



     “Issuer
Free  Writing  Prospectus” means any “issuer  free  writing  prospectus,” as
defined  in Rule 433 under the  Securities  Act  relating  to the Stock in the form filed
or required to be filed  with the  Commission  or, if not  required  to be filed,  in the
form  retained in the Company’s  records  pursuant to Rule 433(g) under the
Securities Act. 



     “General
Use Free  Writing  Prospectus” means  any  Issuer  Free  Writing  Prospectus  that
is  identified  on Schedule A to this  Agreement. 



     “Limited
Use Free  Writing  Prospectuses” means any Issuer  Free  Writing  Prospectus  that
is not a  General  Use  Free  Writing  Prospectus. 


	 	(c)
No  order  preventing  or  suspending  the  use  of  any  Preliminary  Prospectus,  any
Issuer Free Writing Prospectus  or the Prospectus  relating to the proposed  offering of
the  Stock has been issued by the  Commission,  and no proceeding  for  that  purpose  or
pursuant  to  Section  8A  of  the  Securities  Act has been  instituted  or  threatened
by the  Commission,  and each  Preliminary  Prospectus,  at the time  of filing  thereof,
conformed in all  material  respects to  the  requirements  of the  Securities  Act and
the Rules and  Regulations,  and did not contain 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,  in the  light  of the  circumstances  under  which
they were made,  not  misleading;  provided,  however,  that  the Company  makes no
representations  or  warranties as to  information  contained  in or omitted  from any
Preliminary  Prospectus,  in  reliance  upon,  and  in  conformity  with,  written
information  furnished  to the Company  through the  Representative  by or  on  behalf
of  any  Placement  Agent  specifically for inclusion  therein,  which  information the
parties  hereto  agree is limited to the  Placement  Agents’ Information (as defined
in Section 18).

      






	 	(d)
Each  Issuer  Free  Writing  Prospectus,  if any,  as of its  issue  date  and  at  all
subsequent  times  through  the  completion  of the  public  offer  and sale of the
Stock or  until  any  earlier  date  that  the  Company  notified  or  notifies  the
Representative  as  described  in  Section  5(I)(e),  did  not,  does  not  and  will
not  include  any  information  that  conflicted,  conflicts  or 

      






4 









	 	will
conflict  with  the  information  contained  in  the  Registration  Statement,  Pricing
Prospectus or the Prospectus,  including  any  document  incorporated  by  reference
therein  and any  prospectus  supplement  deemed to be a part thereof that has  not  been
superseded  or  modified,  or  included  or would  include an untrue  statement  of a
material  fact or omitted  or  would  omit to  state a  material  fact  required  to be
stated  therein  or  necessary  in  order  to  make  the  statements  therein,  in  the
light  of  the  circumstances  prevailing  at the  subsequent  time,  not  misleading.
The  foregoing  sentence  does  not  apply  to  statements  in or  omissions  from  any
Issuer  Free  Writing  Prospectus  in  reliance upon, and in conformity with,  written
information  furnished  to the  Company  by the  Representative  by or on  behalf of any
Placement  Agent  specifically  for inclusion  therein,  which  information  the  parties
hereto  agree is  limited to the  Placement  Agents’ Information  (as defined  in
Section 18).

      






	 	(e)
The documents  incorporated  by reference in the Prospectus,  when  they  became
effective  or  were  filed  with  the  Commission,  as the case may be,  conformed  in
all material  respects to the  requirements  of the  Securities Act or the  Exchange Act,
as applicable,  and the rules and  regulations  of the  Commission  thereunder  and  none
of such  documents  contained  any  untrue  statement  of  a  material  fact  or  omitted
to state any  material  fact  required  to be stated  therein or  necessary  to make the
statements  therein  not  misleading;  and  any  further  documents  so  filed  and
incorporated  by  reference  in the  Prospectus,  when  such  documents  become
effective  or are filed with  Commission,  as the case may be, will  conform in all
material  respects  to the  requirements  of the  Securities Act or the Exchange  Act, as
applicable,  and the rules and  regulations  of the  Commission  thereunder  and  will
not  contain  any  untrue  statement  of a material  fact or omit to state any material
fact  required  to be stated  therein or  necessary  to make  the statements therein not
misleading.
 






	 	(f)
The Company has not,  directly  or  indirectly,  distributed  and  will  not  distribute
any  offering  material  in  connection  with the  offering  and sale of the Stock  other
than any  Preliminary  Prospectus,  the Prospectus and other  materials,  if any,
permitted  under the Securities Act and  consistent  with  Section  5(I)(b)  below.  The
Company will  file  with  the  Commission  all  Issuer  Free  Writing  Prospectuses,  if
any,  in the  time  and  manner  required  under  Rules  163(b)(2)  and  433(d)  under
the  Securities  Act.

      






	 	(g)
The Company has no  significant  subsidiaries  (as such term  is defined in Rule 1-02 of
Regulation  S-X  promulgated  by  the  Commission).  All of the issued and outstanding
shares  of  capital  stock  of  each of the  Company’s  subsidiaries  have been duly
and  validly  authorized  and  issued and are  fully  paid,  nonassessable  and  free  of
preemptive  and  similar  rights to  subscribe  for or  purchase  securities,  and,
except  as  otherwise  described  in the  Registration  Statement and the General
Disclosure  Package,  the Company  owns  directly  or  indirectly,  free  and  clear  of
any  security  interests,  claims,  liens,  proxies,  equities or  other  encumbrances,
all  of  the  issued  and  outstanding  shares of such stock.
 






	 	(h)
The  consolidated  financial  statements  of  the  Company,  together with the related
schedules and notes thereto,  set  forth  or  incorporated  by  reference  in  the
General  Disclosure  Package,  the  Prospectus  and the  Registration  Statement  comply
in  all  material  respects  with  the  applicable  requirements  of  the  Securities
Act  and  the  Exchange  Act,  as  applicable  and fairly  present  (i) the  consolidated
financial  condition  of the Company as of the  dates  indicated  and  (ii)  the  results
of  operations,  stockholders’ equity  and  changes  in 
 






5 









	 	consolidated
cash  flows of the  Company  for the  periods  therein  specified;  and such  financial
statements  and related  schedules  and  notes  thereto,  comply  as  to  form  with  the
applicable  accounting  requirements  under the  Securities Act and have  been  prepared
in conformity  with United  States  generally  accepted  accounting  principles,
consistently  applied  throughout  the  periods  involved  (except  as  otherwise  stated
therein  and  subject,  in  the  case  of  unaudited  financial  statements,  to  the
absence  of  footnotes  and  normal  year-end  adjustments).  No  other  financial
statements or schedules are required by the  Securities  Act  and  the  Rules  and
Regulations  to  be  included  in  the  Registration Statement or Prospectus.
 






	 	(i)
This  Agreement  has  been  duly  authorized  executed  and  delivered by the Company.
 






	 	(j)
To the  Company’s  knowledge,  Deloitte  & Touche  LLP (the  “Accountants”),
who  have  audited  certain  consolidated  financial  statements  of the  Company and
delivered  their  report with  respect to the audited  consolidated  financial
statements  and  schedules  included  in  the  General  Disclosure  Package,  the
Prospectus,  the  Registration  Statement,  or  incorporated  by  reference  therein is,
and  during  the  periods  covered  by  its  reports,  was  an  independent  public
accounting  firm  within the meaning of  the Securities Act and the Rules and Regulations.

      






	 	(k)
Each of the  Company  and its  subsidiaries  has  been  duly  incorporated  or  otherwise
organized  and  is  validly  existing as a corporation  in good  standing  under the laws
of its  jurisdiction of  incorporation  or organization  (as  applicable).  The  Company
has  full  corporate  power  and  authority  to own and use its  properties  and assets
and to  conduct its  business as currently  being  carried on and as  described  in  the
General  Disclosure  Package,  the  Prospectus  and  the  Registration  Statement,  and
is  duly  qualified  to do business as a foreign  corporation  in good  standing  in each
jurisdiction  in which it owns or  leases  real  property  or in  which  the  conduct  of
its  business  makes  such  qualification  necessary,  except  where  the  failure to so
qualify  or be in good  standing,  as the case  may be, would not have or  reasonably  be
expected to result  in,  individually  or in the aggregate,  a material  adverse  effect
upon  the  business,  properties,  operations,  financial  condition  or  results  of
operations  of  the  Company, taken as a whole (a “Material Adverse Effect”).

      






	 	(l)
Except  as set  forth in or  otherwise  contemplated  by the  General  Disclosure
Package,  subsequent to the  respective  dates  as of  which  information  is  given  in
the  General  Disclosure  Package,  (a) the Company has not  sustained any  loss  or
interference  with  its  assets,  businesses  or  properties  (whether owned or leased)
from fire,  explosion,  earthquake,  flood  or  other  calamity,  whether  or  not
covered  by  insurance,  or from any  labor  dispute  or any  court or legislative  or
other  governmental  action,  order  or decree which has had or would  reasonably  be
expected to  result in a  Material  Adverse  Effect (b) the  Company  has  not  incurred
any  material  liabilities  or  obligations,  direct  or  contingent,  or  entered  into
any  material  transactions,  or  declared  or paid any  dividends  or made  any
distribution  of any kind with  respect to its  capital  stock;  and  (c)  there  has
not  been  any  change  in the  capital  stock  (other  than  a  change  in  the  number
of  outstanding  shares of Common  Stock due to the  issuance of  shares  upon  the
exercise  of  outstanding  options  or  warrants),  or any material  change in the
long-term  debt,  or  any  issuance  of  options,  warrants,  convertible  securities  or
other rights to purchase  the capital  stock,  of  the 
 






6 









	 	Company,
or any  Material  Adverse  Effect  or any  development  that could  reasonably be
expected to result in  a Material Adverse Effect.
 






	 	(m)
Except  as set  forth  in the  General  Disclosure  Package,  there is not pending or, to
the  knowledge  of the  Company,  threatened,  any  action,  suit or  proceeding  to
which the  Company  is a party or of which  any  property  or assets of  the  Company  is
the  subject  before  or by any  court  or  governmental  agency,  authority or body, or
any arbitrator,  which,  individually or in the aggregate,  would  reasonably  be
expected  to result in any  Material  Adverse  Effect or  materially  and adversely
affect the ability of the Company  to perform  its  obligations  under this  Agreement
and the  Subscription  Agreements.  There  are  (i)  no  current  or  pending legal,
governmental  or regulatory  actions,  suits  or  proceedings  that are required  under
the Securities Act  to  be  described  in  the  Registration  Statement,  the  Disclosure
Package or the Prospectus  that have not been so  described  and  (ii)  there  are  no
contracts  or  other  documents  that are required  under the Securities Act to be  filed
as exhibits  to the  Registration  Statement  that are  not so  filed  or will not be
filed  within  the  requisite  time period.
 






	 	(n)
The  Company  has full legal  power and  authority  to enter  into this Agreement and the
Subscription  Agreements and to  consummate  the  transactions  contemplated  hereby  and
thereby.  This  Agreement  and  each  of  the  Subscription  Agreements  have  been  duly
authorized,  executed  and  delivered by the Company,  and constitute  valid,  legal and
binding  obligations  of  the  Company,  enforceable  in  accordance  with their terms,
except as rights to indemnity  hereunder  may be limited  by  federal  or state
securities  laws and  except as such  enforceability  may be  limited by  bankruptcy,
insolvency,  reorganization  or  similar  laws  affecting  the rights of creditors
generally and subject to  general principles of equity.
 






	 	(o)
The  execution,  delivery and  performance of the Company of  this Agreement and each of
the  Subscription  Agreements and  the  consummation  of the  transactions  herein and
therein  contemplated,  including  the  issuance  and  sale  of  the  Stock,  will not
(i) conflict  with or result in a breach or  violation  of  any  of  the  terms  or
provisions  of,  or  constitute  a  default  (or an event  which  with  notice or  lapse
of time or both would  constitute  a  default)  under,  or require  any  consent or
waiver  under,  or result in the  execution  of any  lien,  charge  or  encumbrance  upon
any  properties  or assets of the  Company  pursuant to the terms  of, any indenture,
mortgage,  deed of trust, loan agreement  or other  agreement or  instrument to which the
Company is a  party or by which  the  Company  is bound or to which any of  the  property
or assets of the  Company  is  subject,  (ii)  result in any  violation  of the
provisions  of the charter  or  bylaws  of the  Company  or any of its  subsidiaries  or
(iii)  result in any  violation of any  franchise,  license,  permit,  statute,  law,
rule or regulation applicable to the  Company  or any  judgment,  order or  decree of any
court or  governmental  agency or body  having  jurisdiction  over the  Company or any of
its properties or assets,  except,  in the  case of each of clauses  (i) and (iii)
above,  for any such  conflict,  breach,  violation,  default,  lien,  charge  or
encumbrance  that  would  not,  individually  or  in  the  aggregate,  reasonably  be
expected  to  have  a  Material  Adverse Effect.
 






	 	(p)
No consent,  approval,  authorization,  filing with or order  of or registration  with,
any court or  governmental  agency  or  body  is  required  for  the  execution,
delivery  and
 






7 









	 	performance
of this  Agreement and each of the  Subscription  Agreements  or for  the  consummation
of  the  transactions  contemplated  hereby and thereby,  including the issuance or  sale
of the Stock by the  Company,  except such as have been  obtained or made under the
Securities  Act or the  Exchange  Act  and  such as may be  required  under  applicable
state  securities  laws  or  by  the  by-laws  and  rules  of  the  National  Association
of  Securities  Dealers,  Inc.  (the  “NASD”) in  connection  with the offer
and sale of the Stock  by the  Company  and the  distribution  of the  Stock by the
Placement  Agents in the manner  contemplated  herein and in  the Prospectus.

      






	 	(q)
All of the issued and  outstanding  shares of capital  stock  of the Company,  including
the outstanding  shares of Common  Stock,  are duly authorized and validly  issued,
fully paid  and  nonassessable,  have been issued in compliance with all  federal  and
state  securities  laws,  were not  issued  in  violation  of or subject to any
preemptive  rights or other  rights to  subscribe  for or purchase  securities  that have
not been waived in writing.  The Company has an  authorized,  issued  and  outstanding
capitalization  as is set forth in  the Pricing  Prospectus  (other than the grant of
additional  options  under the  Company’s  existing  stock option plans,  or
changes in the  number of  outstanding  shares of Common  Stock of the  Company due to
the  issuance  of shares  under  the  Company’s  employee  stock  purchase  plan or
upon  the  exercise or  conversion of  securities  exercisable  for, or  convertible
into,  shares of Common  Stock  outstanding  on  the  date  hereof)  and  such
authorized  capital  stock  conforms  to  the  description  thereof  set  forth  in  the
General  Disclosure  Package  and  the  Prospectus.  The  description  of  the
securities  of  the  Company  in  the  General  Disclosure  Package and the  Prospectus
is complete  and accurate in all material  respects.  Except as described  in the General
Disclosure  Package and the  Prospectus,  as  of the date  referred to  therein,  the
Company did not have  outstanding  any options,  warrants,  agreements,  contracts  or
other  rights in  existence  to purchase or acquire  from  the Company any shares of the
capital stock of the Company.
 






	 	(r)
The Stock  has been  duly  authorized  by the  Company  and,  when issued,  delivered and
paid for in accordance  with the  terms of this  Agreement,  will have been validly
issued and  will be  fully  paid  and  nonassessable;  and  the  capital  stock of the
Company,  including the Common Stock,  conforms  to  the  description  thereof  in  the
General  Disclosure  Package and  Prospectus.  Except as otherwise  stated in the
General  Disclosure  Package  and  Prospectus,  there are no  preemptive  rights or other
rights to  subscribe  for or to  purchase,  or any  restriction  upon the voting or
transfer  of, any shares of Common  Stock  pursuant  to the  Company’s  charter,
by-laws or any  agreement or other  instrument  to  which  the  Company  is a party or by
which the  Company  is  bound that have not been waived.
 






	 	(s)
The  Company  has  good  and  valid  title  to all  property  (whether  real  or
personal)  described  in  the  General  Disclosure  Package  and the  Prospectus  as
being  owned by  it,  in each  case  free  and  clear of all  liens,  claims,  security
interests,  other  encumbrances  or defects except  such as are  described  in the
General  Disclosure  Package  and  the  Prospectus  and  except  those  that  would  not,
individually  or in the  aggregate,  reasonably  be expected  to result in a Material
Adverse  Effect.  The property held  under  lease  by the  Company  is  held by it  under
valid,  subsisting  and  enforceable  leases  with  only  such  exceptions  with respect
to any  particular  lease as do not  interfere  in any  material  respect with the
conduct of the  business of the Company.
 







8 









	 	(t)
The Company  owns,  possesses,  licenses or has other rights  to  use  all  foreign  and
domestic  patents,  patent  applications,  trade and  service  marks,  trade and service
mark  registrations,  trade  names,  copyrights,  licenses,  inventions,  trade  secrets,
technology,  Internet  domain  names,  know-how  and  other  intellectual  property
(collectively,  the “Intellectual Property”),  necessary for  the  conduct  of
their  respective  businesses  as  now  conducted or as proposed in the General
Disclosure  Package  and the  Prospectus to be conducted.  Except as set forth in  the
General  Disclosure  Package  and  the  Prospectus  and  except  where such  violations
or  infringements  would not  reasonably  be  expected  to  result in a  Material
Adverse  Effect,  (a) there are no  rights  of third  parties  to any  such  Intellectual
Property;  (b)  to  the  Company’s  knowledge,  there is no  infringement  by third
parties  of  any such  Intellectual  Property;  (c)  there is no  pending  or, to the
Company’s  knowledge,  threatened  action,  suit,  proceeding  or claim by  others
challenging  the  Company’s  rights  in or to any  such  Intellectual  Property,
and the  Company  is  unaware  of  any  facts  which  would  form  a  reasonable  basis
for  any  such  claim;  (d)  there  is no  pending or, to the Company’s  knowledge,
threatened action,  suit,  proceeding  or  claim  by  others  challenging  the  validity
or scope of any such  Intellectual  Property;  and  (e)  there is no  pending  or, to the
Company’s  knowledge,  threatened  action,  suit,  proceeding  or claim  by  others
that  the  Company  infringes  or  otherwise  violates  any  patent,  trademark,
copyright,  trade  secret  or  other  proprietary  rights of  others,  and the  Company
is unaware  of any other fact which  would form a  reasonable  basis for  any such claim.

      






	 	(u)
The  Company is not (i) in  violation  of any  provision  of  its  charter or bylaws or
similar  organizational  document,  (ii) in default in any  respect,  and no event has
occurred  which,  with  notice  or  lapse  of  time  or  both,  would  constitute  such
a  default,  in  the  due  performance  or  observance  of  any  term,  covenant,  or
condition  of any  indenture,  contract,  lease, mortgage,  deed of trust, note
agreement,  loan agreement or other  agreement,  obligation,  condition,  covenant  or
instrument  to which it is a party  or by which it is bound or to which any of its
property  or  assets is subject,  or (iii) in  violation in any respect of  any statute,
law, rule,  regulation,  ordinance,  judgment,  order  or  decree  of  any  court,
regulatory  body,  administrative  agency,  governmental  body,  arbitrator  or  other
authority  having  jurisdiction  over the  Company or  any of its  properties,  as
applicable  (including,  without  limitation,  (A)  the  Sarbanes-Oxley  Act of  2002
and the  rules and  regulations  promulgated in connection  therewith  (the  “Sarbanes-Oxley
Act”) and (B) those  administered  by  the Food and Drug  Administration of the U.S.
Department of  Health and Human  Services  (the  “FDA”) or by any  foreign,
federal,  state  or  local  governmental  or  regulatory  authority  performing
functions  similar to those performed  by the  FDA),  except,  with  respect  to  clauses
(ii) and  (iii) above,  any violations or defaults  which,  singularly  or in the
aggregate,  would not  reasonably  be expected to  result in a Material Adverse Effect.

      







	 	(v)
The  Company  has  made  all  filings,  applications  and  submissions  required  by,
and  possesses  all  licenses,  certificates,  permits and other  authorizations  issued
by,  the  appropriate  federal,  state  or  foreign  regulatory  authorities  (including,
without  limitation,  the FDA, and  any other  foreign,  federal,  state or local
government or  regulatory  authorities  performing  functions  similar  to  those
performed by the FDA)  necessary for the ownership or  lease of its  property  or the
conduct of its  business  as  described  in  the  General  Disclosure  Package  and  the
Prospectus  (collectively,  “Permits”),  except  for  such  Permits  the
failure  of  which  to  obtain  would  not  reasonably  be expected to have a 

      







9 







	 	Material
Adverse  Effect;  and the  Company  has not  received  any  written  notice of
proceedings  relating  to  the  limitation,  revocation,  cancellation,  suspension,
modification  or  non-renewal of  any such Permit  which,  individually  or in the
aggregate,  if  the  subject  of  an  unfavorable  decision,  ruling  or  finding,  would
have a Material  Adverse Effect,  and has no  reason  to  believe  that  any  such
license,  certificate,  permit  or  authorization  will  not  be  renewed  in  the
ordinary course.
 






	 	(w)
The Company has timely filed all federal,  state,  local and  foreign  income and
franchise  tax returns (or timely filed  applicable  extensions  therefore)  required to
be filed and  are not in  default in the  payment of any taxes  which were  payable
pursuant to said  returns or any  assessments  with  respect  thereto,  other  than  any
which  the  Company  is  contesting  in  good  faith  or  any  that  would  not,
individually  or in the  aggregate,  have or  reasonably  be  expected to result in a
Material  Adverse  Effect.  There is  no pending  dispute  with any taxing  authority
relating to  any of such  returns  and the Company  has no  knowledge  of  any  proposed
liability  for any tax to be imposed upon the  properties  or assets of the  Company for
which there is not  an adequate  reserve  reflected in the  Company’s  financial
statements  included or  incorporated  by  reference  in the  General  Disclosure
Package,  the  Prospectus  and  the  Registration Statement.
 






	 	(x)
The  Common  Stock  (including  the  Stock)  is  registered  pursuant  to  Section  12(g)
of the  Exchange  Act  and the  Company,  in the two years  preceding  the date hereof,
has  not  received  any  notification  (written or oral) from the  Nasdaq  National
Market  (“Nasdaq”),  any  stock  exchange,  market or trading  facility on
which the Common  Stock is or  has been  listed  (or on which  it has been  quoted)  to
the  effect  that  the  Company  is not in  compliance  with  the  listing  or
maintenance  requirements  of  such  exchange,  market or trading  facility.  The Company
shall comply with  all  requirements  of Nasdaq with respect to the issuance of  the
Stock and shall use its best  efforts  to have the Stock  quoted on Nasdaq on or before
the Closing Date.

      






	 	(y)
The  Company  maintains  a  system  of  internal  accounting  controls  sufficient to
provide  reasonable  assurances that  (i)  transactions  are  executed  in  accordance
with  management’s  general  or  specific  authorization;  (ii)  transactions  are
recorded  as  necessary  to  permit  preparation  of  financial  statements  in
conformity  with  generally  accepted  accounting  principles  and to maintain
accountability  for  assets;  (iii)  access  to  assets  is  permitted only in accordance
with  management’s  general or  specific  authorization;  and  (iv)  the  recorded
accountability  for assets is compared with existing  assets  at  reasonable  intervals
and  appropriate  action is taken  with  respect  to  any  differences.  The  Company
has  established  and  maintains  disclosure  controls  and  procedures  (as such  term
is  defined  in Rule  13a-14  and  15d-14  under  the  Exchange  Act),  which are
designed  to  ensure  that  material  information  relating to the Company  is made known
to the Company’s  principal  executive officer  and its principal  financial
officer by others within those  entities,  particularly  during  the  periods  in which
the  Company’s  Annual  Report on Form 10-K or  Quarterly  Report  on Form  10-Q,
as the case may be, is being  prepared.  The  Company’s  certifying  officers  have
evaluated  the  effectiveness  of the Company’s  controls and  procedures as  of the
end of the  period  covered  by the Form 10-Q for the  quarter ended  September 30, 2005
(the  “Evaluation  Date”).  The  Company  presented  in its Form  10-Q  for the
quarter  ended  September 30, 2005 the  conclusions of the certifying  officers  about
the  effectiveness  of  the  disclosure  controls  and  procedures  based on their
evaluation  as of

      







10 








	 	the
Evaluation  Date.  Since the Evaluation Date, there have  been  no  significant  changes
in  the  Company’s  internal  controls  (as  such  term  is  defined  in  Item
307(b)  of  Regulation  S-K  under  the  Exchange  Act)  or,  to  the  Company’s
knowledge,  in  other  factors  that  could  significantly affect the Company’s
internal controls.
 






	 	(z)
No  relationship,  direct or  indirect,  exists  between  or  among  the  Company  on the
one  hand  and  the  directors,  officers,  stockholders,  customers  or  suppliers  of
the  Company  on  the  other  hand  which  is  required  to  be  described  in  the
General  Disclosure  Package  and  the  Prospectus and which is not so described.
 






	 	(aa)
Except as described in the General  Disclosure  Package,  no  person or entity  has the
right to require  registration  of  shares of Common  Stock or other  securities  of the
Company  because of the filing or  effectiveness  of the Registration  Statement  with
the  Commission or by reason of the issuance  and sale of the Stock,  except for persons
and  entities who  have  expressly  waived  such  right or who have been  given  proper
notice  and  have  failed  to  exercise  such  right  within  the time or  times
required  under  the  terms  and  conditions  of such right,  and the Company is not
required  to file any  registration  statement for the registration of  any  securities
of  any  person  or  register  any  such  securities  pursuant  to any  other
registration  statement  filed by the Company under the  Securities  Act for a period  of
at least 180 days after the Effective Date.
 






	 	(bb)
The  principal  executive  officer and  principal  financial  officer  of  the  Company
have  made  all  certifications  required by Sections 302 and 906 of the  Sarbanes-Oxley
Act  with respect to all reports,  schedules,  forms,  statements  and  other  documents
required  to be  filed by it with the  Commission.  For  purposes  of  the  preceding
sentence,  “principal  executive  officer” and  “principal  financial
officer” shall  have the  meanings  given to such  terms in  the Sarbanes-Oxley Act.
 






	 	(cc)
(i) The Company is in  compliance  with all rules,  laws and  regulation  relating  to
the  use,  treatment,  storage  and  disposal  of  toxic  substances  and  protection  of
human  health  and  safety  or  the  environment  (“Environmental  Laws”)
which  are  applicable  to its  business;  (ii)  the  Company has not  received  any
notice from any  governmental  authority  or  third  party  of  an  asserted  claim
under  Environmental  Laws;  (iii) the  Company  has  received  all  permits,  licenses
or other  approvals  required of it under  applicable  Environmental  Laws to conduct its
business and  is in material  compliance  with all terms and conditions of  any such
permit,  license or approval,  except,  in the case  of (i) and  (iii),  where  the
failure  to do so would  not  reasonably  be  expected  to  result in a  Material
Adverse  Effect.

      






	 	(dd)
The Company has fulfilled  its  obligations,  if any,  under  the minimum  funding
standards of Section 302 of the United  States  Employee  Retirement  Income  Security
Act of  1974  (“ERISA”) and the regulations and published  interpretations
thereunder  with  respect  to each  “plan” (as  defined  in  Section  3(3) of
ERISA and such  regulations  and  published  interpretations)  in  which  employees  of
the  Company  are  eligible  to  participate  and  each  such  plan  is  in  compliance
in all  material  respects  with  the  presently  applicable  provisions  of ERISA  and
such  regulations  and  published  interpretations.  No “prohibited transaction” (as
defined in  Section  406 of ERISA,  or  Section  4975 of the  Internal  Revenue  Code of
1986,  as  amended  from  time to  time  (the  “Code”))  has  occurred  with
      






11 









	 	respect
to  any  employee  benefit  plan which would  reasonably  be expected  to result in a
Material Adverse Effect.
 








	 	(ee)
No labor  problem  or  dispute  with the  employees  of the  Company or, to the  Company’s
knowledge,  is  threatened or  imminent,  which would  reasonably  be expected to result
in  a Material  Adverse  Effect.  The  Company is not aware that  any key  employee or
significant  group of employees of the  Company plans to terminate employment with the
Company.
 






	 	(ff)
The Company is insured by insurers of  recognized  financial  responsibility  against
such  losses  and risks and in such  amounts as are prudent and  customary in the
businesses  in  which they are  engaged or  propose to engage  after  giving  effect  to
the  transactions  described  in  the  General  Disclosure  Package  and the  Prospectus;
all  policies  of  insurance  and  fidelity  or  surety  bonds  insuring  the  Company
and its  businesses,  assets,  employees,  officers  and directors  are in full force and
effect;  the Company is  in  compliance  with  the  terms  of  such  policies  and
instruments  in all material  respects;  and the Company has  no reason to  believe  that
it will not be able to renew its  existing  insurance  coverage  as  and  when  such
coverage  expires  or  to  obtain  similar  coverage  from  similar  insurers as may be
necessary  to continue its business at a  cost that is not materially greater than the
current cost.
 






	 	(gg)
Neither the Company nor any of its  officers,  directors or  affiliates  has taken or
will take,  directly or indirectly,  any action  designed or intended to stabilize or
manipulate  the price of any security of the Company.
 






	 	(hh)
The  Company  is  not  or,  after  giving  effect  to  the  offering  and sale of the
Stock and the  application  of the  proceeds  thereof as  described  in the  General
Disclosure  Package  and  the  Prospectus,  will  not  be  required  to  register  as an
“investment  company” as  defined  in  the  Investment Company Act of 1940, as
amended.
 






	 	(ii)
Except as disclosed to the  Representative  in writing,  the  Company  is  not a  party
to  any  contract,  agreement  or  understanding  with any person  (other than this
Agreement)  that would give rise to a valid  claim  against  the Company  or  the
Placement  Agents  for  a  brokerage  commission,  finder’s  fee  or  like  payment
in  connection  with  the  offering and sale of the Stock.
 






	 	(jj)
Each  contract,  document or other  agreement  described  in  the  General  Disclosure
Package  and  the  Registration  Statement  or listed  in the  exhibits  to the
Registration  Statement  or  incorporated  therein by reference is in full  force and
effect,  unless  validly  terminated in accordance  with the provisions  thereof,  and is
valid and  enforceable  against,  and  to  its  knowledge,  by  the  Company  in
accordance with its terms.
 






	 	(kk)
No  forward-looking  statement  (within  the  meaning  of  Section  27A of the
Securities  Act and  Section 21E of the  Exchange  Act)  contained  in either the General
Disclosure  Package  or the  Prospectus  has  been  made  or  reaffirmed  without  a
reasonable  basis  or has been  disclosed  other  than in good faith.
 






	 	(ll)
Neither the Company,  nor, to the  knowledge of the Company,  any  director,  officer,
agent or employee of the  Company,  has,  directly or indirectly,  while acting on behalf
of 
 






12 









	 	the
Company  (i)  used  any  corporate  funds  for  unlawful  contributions,  gifts,
entertainment  or  other  unlawful  expenses  relating  to  political  activity;  (ii)
made any  unlawful  payment  to  foreign  or  domestic  government  officials or
employees or to foreign or domestic  political  parties or campaigns  from corporate
funds;  (iii) violated  any  provision  of  the  Foreign  Corrupt  Practices  Act of
1977,  as amended;  or (iv) made any other  unlawful  bribe,  rebate,  payoff,
influence,  kickback  or  payment  to  any  foreign or domestic government official or
employee.
 






	 	(mm)
The  clinical,  pre-clinical  and  other  studies  and tests  conducted  by or on behalf
of or  sponsored  by the  Company  were  and,  if  still  pending,  are  being  conducted
in  accordance  in all  material  respects  with  all  statutes,  laws,  rules  and
regulations,  as  applicable  (including,  without  limitation,  those  administered  by
the  FDA or by  any  foreign,  federal,  state  or  local  governmental  or  regulatory
authority  performing functions similar to those  performed  by the  FDA).  The
descriptions  in the  General  Disclosure  Package  and the  Prospectus  of the  results
of  such  studies  and tests are  accurate  and  complete in all  material  respects  and
fairly  present the  published  data  derived  from such  studies  and tests.  The
Company has not  received  any notices or other  correspondence  from the FDA  or any
other foreign,  federal,  state or local governmental  or  regulatory  authority
performing  functions  similar to  those  performed  by the FDA  with  respect  to any
ongoing  clinical  or  pre-clinical  studies or tests  requiring  the  termination  or
suspension  of such  studies or tests.  The  descriptions  in the  General  Disclosure
Package  and  the  Prospectus  of the  Company's  status and  filings  with the  FDA and
any foreign,  federal,  state or local  governmental  or  regulatory  authority
performing  functions  similar to  those  performed  by the FDA are true,  complete and
correct  in all material respects.
 






	 	(nn)
The Company has  established  and  administers  a compliance  program  applicable  to the
Company,  to assist the Company  and the  directors,  officers  and  employees of the
Company  in  complying  with  applicable  regulatory  guidelines  (including,  without
limitation,  those administered by the  FDA  and  any  other  foreign,  federal,  state
or  local  governmental or regulatory  authority  performing  functions  similar to those
performed by the FDA).
 






	 	(oo)
No  material  deficiencies  have  been  asserted  by  any  applicable  regulatory
authority  (including,  without  limitation,  the  FDA  or any  foreign,  federal,  state
or  local  governmental  or  regulatory  authority  performing  functions  similar  to
those  performed  by the  FDA)  with  respect  to  any  filings,  declarations,
listings,  registrations, reports or submissions.
 






	 	(pp)
The  Company  satisfies  the  pre-1992  eligibility  requirements  for the  use of a
registration  statement  on  Form  S-3  in  connection  with  the  Offering  contemplated
thereby (the pre-1992  eligibility  requirements for the use  of the  registration
statement  on  Form  S-3  include  (i)  having a  non-affiliate,  public  common  equity
float of at  least  $150  million  or  a  non-affiliate,  public  common  equity  float
of at least $100  million  and annual  trading  volume of at least  three  million
shares  and (ii)  having  been  subject to the  Exchange  Act  reporting  requirements
for a period of 36 months).
 






	 	(qq)
No approval of the  shareholders  of the Company  under the  rules  and  regulations  of
Nasdaq  (including  Rule 4350 of  the Nasdaq National  Marketplace  Rules), and no 
 







13 











	 	approval
of  the  shareholders of the Company  thereunder is required for  the  Company  to issue
and  deliver  to the  Purchasers  the  Stock,  including  such as may be required
pursuant to Rule  4350 of the Nasdaq National Marketplace Rules.
 







Any
certificate  signed by any officer of the Company and  delivered  to the Representative
or to counsel for the  Representative  shall be  deemed  a  representation  and  warranty
by  the  Company  to  each  Placement Agent as to the matters covered thereby. 


4.  THE CLOSING.  The time and date of closing and  delivery of  the  documents  required  to be
delivered  to the  Placement  Agents  pursuant to Section 5 hereof  shall be at 10:00
A.M.,  New York time,  on March  [10],  2006 (the  “Closing  Date”) at the
office of Morgan,  Lewis & Bockius  LLP,  502  Carnegie  Center,  Princeton,  New Jersey
08540. 


5.  FURTHER
AGREEMENTS OF THE COMPANY 


	 	     (I)
             FURTHER
AGREEMENTS OF THE COMPANY.  The  Company  agrees  with the Placement Agents
and the Purchasers:

      






	 	(a)
The  Registration  Statement  has become  effective,  and if  Rule  430A  is  used  or
the  filing  of the  Prospectus  is  otherwise  required  pursuant  to Rule  424(b),  the
Company  shall  prepare  the  Prospectus  in a form  approved  by the  Representative
and file such  Prospectus  pursuant  to Rule  424(b)  not  later  than  the  second
(2nd)  business  day  following  the  execution  and  delivery of this  Agreement,  or,
if  applicable,  such earlier time as may be required by  the Rules and Regulations.
 






	 	(b)
The Company  represents  and agrees that,  unless it obtains  the  prior  consent  of
the  Representative,  and  each  Placement  Agent  represents  and  agrees  that,  unless
it  obtains  the  prior  consent  of  the  Company  and  the  Representative,  it has not
made  and  will  not,  make any  offer  relating to the Stock that would  constitute  a
“free  writing  prospectus” as  defined  in  Rule  405  under  the  Securities
Act  unless  the prior  written  consent  of the  Representative  has been received
(each, a “Permitted  Free  Writing  Prospectus”);  provided  that  the  prior
written  consent  of the  Representative  hereto  shall be  deemed to  have  been  given
in  respect  of the  Issuer  Free  Writing  Prospectus[es],  if any,  included  in
Schedule  A  hereto.  The Company  represents  that it has treated and agrees that  it
will treat each Permitted  Free Writing  Prospectus as an  Issuer  Free  Writing
Prospectus,  comply  with  the  requirements  of Rules 164 and 433 under the  Securities
Act  applicable  to  any  Issuer  Free  Writing  Prospectus,  including  the
requirements  relating to timely filing with  the  Commission,  legending and record
keeping and will not  take any action that would  result in a  Placement  Agent or  the
Company  being  required  to file  with the  Commission  pursuant  to Rule  433(d)  under
the  Securities  Act a free  writing  prospectus  prepared  by  or  on  behalf  of  such
Placement  Agent that such Placement  Agent  otherwise would  not have been required to
file thereunder.

      






	 	(c)
The Company will not,  during such period as the  Prospectus  would  be  required  by law
to be  delivered  in  connection  with  sales  of the  Stock  by  the  Placement  Agents
or a  dealer  in  connection  with the  offering  contemplated  by  this  Agreement,
file any  amendment or  supplement  to the  General Disclosure  Package,  the
Registration  Statement or  the  Prospectus,  except as required  by law,  unless a copy
thereof  shall  first  have  been 
 






14 









	 	submitted
to  the  Representative  within a reasonable  period of time prior to  the filing
thereof  and the  Representative  shall not have  reasonably objected thereto in good
faith.
 






	 	(d)
The  Company  agrees  (i) for so long as the  delivery  of a  prospectus  is required in
connection  with the offering or  sale of the  Stock,  to advise the  Representative
promptly  after it  receives  notice  thereof,  of the  time  when any  post-effective
amendment  to  the  Registration  Statement  becomes  effective;  (ii)  to  advise  the
Representative,  promptly  after  it  receives  notices  thereof,  (x) of any  request
by the  Commission  to amend or to  supplement  the  General Disclosure  Package,  the
Registration  Statement or  Prospectus  or  for  additional  information,  (y)  of  the
issuance  by the  Commission,  of any stop order  suspending  the  effectiveness  of  the
Registration  Statement  or any  post-effective  amendment  thereto or any order
directed at  any  document  incorporated  by  reference  therein  or  any  amendment or
supplement  thereto or any order  preventing or  suspending  the  use  of  any
Preliminary  Prospectus,  any  Issuer  Free  Writing  Prospectus,  the  Prospectus  or
any  amendment  or  supplement  thereto or (z) of the  suspension  of the  qualification
of the Stock for  offering or sale in  any  jurisdiction  or of the  institution  or
threatening of  any  proceeding  for any  such  purpose;  and,  (iii) in the  event  of
the  issuance  of any stop  order or of any  order  preventing  or  suspending  the  use
of  any  Preliminary  Prospectus,  any  Issuer  Free  Writing  Prospectus,  or the
Prospectus or suspending  any such  qualification,  promptly  to  use  its  reasonable
best  efforts  to  obtain  the  withdrawal of such order.
 






	 	(e)
If, at any time when a  Prospectus  relating to the Stock is  required  to  be  delivered
under  the  Act,  the  Company  becomes  aware of the  occurrence  of any  event as a
result  of which the  Prospectus,  as then amended or  supplemented,  would,  in  the
reasonable  judgment  of  counsel  to  the  Company or  counsel to the  Placement
Agents,  include  any  untrue  statement  of a  material  fact or  omit to  state a
material  fact  necessary  in order  to make the  statements  therein,  in the  light  of
the  circumstances  under  which  they  were  made,  not  misleading,  or  the
Registration  Statement,  as then amended or  supplemented,  would, in the  reasonable
judgment  of counsel  to the  Company or counsel  to the Placement  Agents,  include any
untrue statement of a  material  fact or omit to state a  material  fact  necessary  to
make the  statements  therein not  misleading,  or if for  any  other  reason  it  is
necessary,  in  the  reasonable  judgment  of  counsel  to  the  Company  or  counsel  to
the  Placement  Agents,  at any time to amend or  supplement  the  Prospectus  or the
Registration  Statement  to comply  with  the Act or the  Rules  and  Regulations,  the
Company  will  promptly notify the Representative  and, subject to Section  5(c)  hereof,
will  promptly  prepare  and  file  with  the  Commission,  at the Company’s
expense,  an amendment to the  Registration  Statement  or an amendment  or  supplement
to  the  Prospectus  that corrects such statement or omission or  effects such
compliance  and will deliver to the  Placement  Agents,  without  charge,  such number of
copies  thereof as  the Placement  Agents may  reasonably  request.  The Company
consents to the use of the  Prospectus  or any  amendment or  supplement  thereto  by
the  Placement  Agents,  and  the  Placement  Agents agree to provide to each Purchaser,
prior  to  the  Closing,  a  copy  of  the  Prospectus  and  any  amendments or
supplements thereto.

      






	 	(f)
If the General  Disclosure  Package is being used to solicit  offers  to buy the Stock at
a time  when the  Prospectus  is  not yet available to  prospective  purchasers  and any
event  shall  occur as a result of which,  in the  judgment  of the  Company  or in  the
reasonable 
 







15 









	 	opinion
of  the  Placement  Agents,  it becomes  necessary  to amend or  supplement  the  General
Disclosure  Package in order to make the statements  therein,  in  the  light  of  the
circumstances  then  prevailing,  not  misleading,  or  to  make  the  statements
therein not  conflict  with the  information  contained,  or  incorporated  by reference,
in the  Registration  Statement  then on file and not  superseded  or  modified,  or if
it is  necessary  at any time to amend or  supplement  the  General  Disclosure  Package
to  comply  with any law,  the  Company  promptly will either (i) prepare,  file with the
Commission  (if required)  and furnish to the  Placement  Agents and any  dealers  an
appropriate  amendment  or  supplement  to  the  General  Disclosure  Package or (ii)
prepare  and file with  the  Commission  an  appropriate  filing  under the Exchange  Act
which  shall  be  incorporated  by  reference  in  the  General  Disclosure  Package so
that the General  Disclosure  Package  as so  amended  or  supplemented  will not,  in
the  light of the  circumstances  then prevailing,  be misleading  or conflict with the
Registration  Statement  then on file,  or so that the General  Disclosure  Package will
comply with  law.
 






	 	(g)
If at  any  time  following  issuance  of  any  Issuer  Free  Writing  Prospectus  there
occurred  or  occurs an event or  development  as a result of which such Issuer  Free
Writing  Prospectus  conflicted  or  will  conflict  with  the  information  contained
in  the  Registration  Statement,  Pricing  Prospectus  or  Prospectus,  including any
document  incorporated  by  reference  therein  and  any  prospectus  supplement  deemed
to be a part  thereof and not  superseded  or  modified  or  included  or  would  include
an  untrue  statement  of a  material  fact or  omitted or would omit to  state a
material  fact  required  to be stated  therein  or  necessary in order to make the
statements  therein,  in the  light  of the  circumstances  prevailing  at the
subsequent  time, not misleading,  the Company has promptly  notified or  will promptly
notify the  Representative  so that any use of  the Issuer  Free  Writing  Prospectus
may cease until it is  amended or  supplemented  and has  promptly  amended or will
promptly  amend  or  supplement,  at its own  expense,  such  Issuer  Free  Writing
Prospectus  to  eliminate  or correct  such  conflict,  untrue  statement  or  omission.
The  foregoing  sentence  does  not  apply  to  statements  in or  omissions  from  any
Issuer  Free  Writing  Prospectus  in  reliance upon, and in conformity with,  written
information  furnished to the Company  through the  Representative  by or  on  behalf  of
any  Placement  Agent  specifically  for  inclusion  therein,  which  information  the
parties  hereto  agree is limited to the Placement  Agents’ Information  (as
defined in Section 18).

      






	 	(h)
To deliver promptly to the  Representative  in New York City  such  number  of  the
following  documents  as  the  Representative  shall  reasonably  request:  (i)
conformed  copies of the  Registration  Statement as  originally  filed  with the
Commission  (in  each  case  excluding  exhibits),  (ii) each  Preliminary  Prospectus,
(iii) any  Issuer  Free  Writing  Prospectus,  (iv) the  Prospectus  (the delivery of
the documents  referred to in clauses (i),  (ii),  (iii) and  (iv) of this  paragraph
(h) to be made not later than 10:00  A.M.,  New York time,  on the  business  day
following  the  execution  and delivery of this  Agreement),  (v)  conformed  copies  of
any  amendment  to  the  Registration  Statement  (excluding  exhibits),  (vi) any
amendment or supplement to  the  General  Disclosure  Package  or  the  Prospectus  (the
delivery  of the  documents  referred  to in clauses (v) and  (vi) of this  paragraph
(h) to be made not later than 10:00  A.M.,  New York City time,  on the  business  day
following  the date of such  amendment  or  supplement),  and (vii) any  document
incorporated  by  reference  in  the  General  Disclosure  Package or the  Prospectus
(excluding  exhibits  thereto)  (the  delivery  of the  documents  referred  to in
clause  (vi) of this  paragraph  (h) to 
 







16 









	 	be
made  not  later  than 10:00 A.M.,  New York City time,  on the  business  day  following
the date of such document).
 






	 	(i)
The  Company  will apply the net  proceeds  from the sale of  the  Stock  in the  manner
set  forth  in the  Registration  Statement,  the  General  Disclosure  Package  and  the
Prospectus under the heading “Use of Proceeds.”
 






	 	(j)
The  Company  will  promptly  take  from  time to time  such  actions  as the
Representative  may  reasonably  request to  qualify the Stock for offering and sale in
connection  with  the  offering  under the  securities,  or blue sky,  laws of  such
jurisdictions  as the  Representative  may  designate;  provided,  however,  that the
Company shall not be obligated  to qualify as a foreign  corporation in any  jurisdiction
in  which it is not so  qualified  to  transact  business  or to  file  a  general
consent  to  service  of  process  in  any  jurisdiction  or  subject  itself  to
taxation  as  doing  business in any jurisdiction.
 






	 	(k)
For  a  period  of  90  days  after  the  date  hereof  (the  “Lock-Up  Period”),
the  Company  will  not  directly  or  indirectly,  (1) offer,  pledge,  announce the
intention to  sell,  sell,  contract to sell,  sell any option or contract  to  purchase,
purchase  any  option  or  contract  to sell,  grant  any  option,  right  or  warrant
to  purchase  or  otherwise  transfer or dispose of,  directly or  indirectly,  any
shares of Common  Stock or any  securities  convertible  into or exercisable  or
exchangeable  for Common Stock;  or  (2) enter into any swap or other  agreement that
transfers,  in whole or in part,  any of the  economic  consequences  of  ownership  of
the  Common  Stock,  whether  any  such  transaction  described  in clause  (1) or (2)
above is to be  settled  by  delivery  of  Common  Stock  or  such  other  securities,
in  cash  or  otherwise,  without  the  prior  written  consent of Cowen (which  consent
may be withheld in  its sole  discretion),  other  than (i) the Stock to be sold
hereunder,  (ii) securities  issued pursuant to stock option  plans, deferred
compensation plans,  restricted stock plans  and employee  stock  purchase plans existing
on, or upon the  conversion  or  exchange  of  convertible  or  exchangeable  securities
outstanding  as of, the date of this  Agreement;  (iii) the  issuance  by the  Company of
any shares of Common  Stock as  consideration  for  mergers,  acquisitions,  other
business  combinations,  or strategic  alliances,  occurring  after  the  date  of  this
Agreement,  provided  that  each  recipient  of shares  pursuant to this clause  (iii)
agrees  that  all  such  shares  remain  subject  to  restrictions  substantially
similar  to  those  contained  in  this  subsection;  (iv)  the  offer,  issuance  or
sale  of  any  securities  of the Company in exchange for any  “underwater” options
of the  Company;  or (v) the purchase or sale of the  Company’s  securities
pursuant  to  a  plan,  contract  or  instruction  that satisfies all of the
requirements of Rule  10b5-1(c)(1)(i)(B)  that  was in  effect  prior  to the date
hereof.  Notwithstanding  the foregoing,  for the purpose of  allowing  the  Placement
Agents  to  comply  with NASD Rule  2711(f)(4),  if (1) during  the last 17 days of the
Lock-Up  Period,  the Company  releases  earnings results or publicly  announces  other
material news or a material event relating  to the  Company  occurs  or (2) prior to the
expiration  of  the  Lock-Up  Period,  the  Company  announces  that it will  release
earnings  results  during  the  16  day  period  beginning  on the last day of the
Lock-Up  Period,  then in  each case the  Lock-Up  Period  will be  extended  until the
expiration  of the 18 day  period  beginning  on the date of  release of the earnings
results or the public  announcement  regarding  the  material  news  or  the  occurrence
of  the  material  event,  as  applicable,  unless  Cowen & Co.,  LLC  waives, in
writing,  such extension.  The Company agrees not  to  accelerate  the 

      






17 








	 	vesting
of any option or warrant or the  lapse of any  repurchase  right prior to the  expiration
of  the Lock-Up Period.
 






	 	(l)
The Company  will cause each of its  executive  officers and  directors  whose  names are
set forth on  Schedule  B hereto  to furnish to the  Placement  Agents,  prior to the
Closing  Date,  a  letter,  substantially  in the form of  Exhibit  B  hereto (the “Lock-Up
Agreement”).  The Company will enforce  the  terms  of  each  Lock-Up  Agreement
and  issue  stop  transfer  instructions  to the transfer agent for the Common  Stock
with  respect  to  any  transaction  or  contemplated  transaction  that  would
constitute  a  breach  or  default  under the applicable Lock-Up Agreement.

      






	 	(m)
Prior to the Closing  Date,  the Company  will not issue any  press  release  or  other
communication  directly  or  indirectly  or hold any press  conference  with  respect  to
the  Company,  its  condition,  financial or  otherwise,  or  earnings,  business
affairs or business  prospects  (except  for routine oral  marketing  communications  in
the ordinary  course of business and  consistent  with the past  practices  of  the
Company  and  of  which  the  Representative  is  notified),  without  the  prior
written  consent  of  the  Representative,  which  consent  shall  not be  unreasonably
withheld,  unless in the reasonable  judgment of the Company  and  its  counsel,  and
after  notification  to  the  Representative,  such  press  release  or  communication
is  required by law.
 






	 	(n)
The Company  shall engage and  maintain,  at its expense,  a  registrar and transfer
agent for the Stock.
 






	 	(o)
To at all times  comply with all  applicable  provisions  of  the Sarbanes Oxley Act in
effect from time to time.
 






	 	(p)
To use its  best  efforts  to list,  subject  to  notice  of  issuance, the Shares on
Nasdaq.
 






	 	(q)
To use  its  best  efforts  to do  and  perform  all  things  required to be done or
performed  under this  Agreement  by  the  Company  prior to the  Closing  Date and to
satisfy all  conditions precedent to the delivery of the Shares.
 






6.  PAYMENT  OF
EXPENSES.  The  Company  agrees  to  pay,  or  reimburse  if  paid  by the  Placement
Agents,  whether  or not  the  transactions  contemplated  hereby are  consummated or
this Agreement  is  terminated:  (a)  the  costs  incident  to  the  authorization,
issuance,  sale,  preparation and delivery of the Stock and any taxes  payable  in  that
connection;  (b)  the  costs  incident  to  the  Registration  of the Stock under the
Securities  Act;  (c) the costs  incident  to  the  preparation,  printing  and
distribution  of  the  Registration  Statement,  the  Base  Prospectus,  any  Preliminary
Prospectus,  any  Issuer  Free  Writing  Prospectus,  the  General  Disclosure Package,
the Prospectus,  any amendments,  supplements and  exhibits  thereto or any document
incorporated by reference  therein  and  the  costs  of  printing,  reproducing  and
distributing  this  Agreement  and any closing  documents  by mail,  telex or other means
of  communications;  (d) the reasonable fees and expenses  (including  related
reasonable  fees and  expenses of counsel for the  Placement  Agents)  incurred in
connection  with securing any required review by  the NASD of the terms of the sale of
the Stock and any  filings  made  with the NASD;  (e) any applicable  listing,  quotation
or other fees  relating  to the  Stock  on  the  Nasdaq  National  Market;  (f)  the
reasonable  fees and  expenses  (including  related fees and expenses  of counsel to the
Placement  Agents) of  qualifying  the Stock  


18 









under  the
securities  laws of the  several  jurisdictions  as  provided in Section  5(I)(j)  and
of  preparing,  printing  and  distributing  wrappers,  Blue Sky Memoranda and Legal
Investment  Surveys;  (g) the  cost of preparing and printing stock  certificates;  (h)
all fees and  expenses of the  registrar and transfer  agent of the Stock;  (i) all
reasonable  fees,  expenses  and  disbursements  of  counsel  for the  Placement  Agents,
and (j) all other costs and expenses  incident to  the offering of the Stock or the
performance  of the  obligations of  the Company  under this  Agreement  (including,
without  limitation,  the fees and  expenses of the  Company’s  counsel  and the
Company’s  independent  accountants,  provided  that,  except  to  the  extent
otherwise  provided  in this  Section 6 and in Sections 8 and 10, the  Placement  Agents
shall pay their own costs and  expenses,  including  the fees and expenses of their
counsel,  any  transfer  taxes on the  resale  of any  Stock by them and the  expenses
of  advertising  any  offering of the Stock made by the Placement Agents. 


7.  CONDITIONS
OF  PLACEMENT  AGENTS’ OBLIGATIONS.  The  respective  obligations  of  the
Placement  Agents  hereunder  are  subject to the  accuracy,  when made and on the
Applicable  Time and  on the Closing Date,  of the  representations  and  warranties of
the  Company  contained  herein,  to the accuracy of the statements of the  Company made
in any certificates  pursuant to the provisions  hereof,  to the performance by the
Company of its obligations  hereunder,  and  to each of the following additional terms
and conditions: 


	 	     (I)
No  stop  order  suspending  the  effectiveness  of  the  Registration  Statement or any
part thereof or the qualification  or  registration  of the Stock under the  securities
or Blue Sky  laws of any  jurisdiction  or  suspending  the  use of the  Base
Prospectus,  any Preliminary  Prospectus,  the Prospectus or any  Permitted  Free Writing
Prospectus or any part thereof shall be  in effect and no  proceedings  for that purpose
shall have been  initiated or threatened by any securities or other  governmental
authority (including,  without limitation, the Commission),  and  any request for
additional  information on the part of the staff  of any securities or other
governmental  authority  (including,  without  limitation,  the  Commission)  shall have
been complied  with to the  satisfaction of the staff of the Commission or such  other
authorities  and after the date  hereof no  amendment  or  supplement to the General
Disclosure  Package,  the Registration  Statement or the Prospectus  shall have been
filed unless a copy  thereof  was  first  submitted  to the  Representative  and  the
Representative did not reasonably object thereto in good faith.
 






	 	     (II)
The  Placement  Agents  shall  not  have  discovered  and  disclosed  to the Company on
or prior to the  Closing  Date that  any  Registration  Statement  or  any  amendment  or
supplement  thereto  contains an untrue  statement  of a fact which,  in the  opinion of
counsel  for the  Placement  Agents,  is  material or  omits to state any fact which,  in
the opinion of such  counsel,  is  material  and  is  required  to  be  stated  therein
or  is  necessary  to make the  statements  therein not  misleading,  or  that the
General  Disclosure  Package,  any Issuer Free  Writing  Prospectus  or the  Prospectus
or any  amendment or  supplement  thereto  contains  an untrue  statement  of fact
which,  in the  opinion of such counsel,  is material or omits to state any fact  which,
in the  opinion  of such  counsel,  is  material  and is  necessary in order to make the
statements,  in the light of the  circumstances in which they were made, not misleading.
 






	 	     (III)
Since  the  respective  dates  as of  which  information  is  given  in  the  General
Disclosure  Package,  the  Registration  Statement and the Prospectus,  there shall not
have been (i) any  change in the capital stock or long-term  debt of the Company or  any
change, or any 
 







19 










	 	development
involving a prospective  change,  whether or not arising from  transactions in the
ordinary course  of business,  in or affecting  the  business,  general  affairs,
management,  financial position,  stockholders’ equity,  results  of operations or
prospects of the Company,  taken as a whole, or  (ii)  any loss or  interference  with
its  business  from  fire,  explosion,  storm,  flood,  act of war,  terrorist  act or
other  calamity,  whether  or not  covered  by  insurance,  or from any  labor dispute or
court or governmental  action, order or decree,  otherwise  than as set forth in or
contemplated  by the General  Disclosure  Package,  the  Registration  Statement  or  the
Prospectus,  the effect of which,  in any such case described in  clauses  (i)  and  (ii)
above,  is,  in  the  judgment  of  the  Representative,  so  material  and  adverse  as
to  make  it  impracticable  or  inadvisable  to  proceed  with  the  sale  or  delivery
of  the  Stock  on  the  terms  and  in  the  manner  contemplated by the Disclosure
Package and the Prospectus.
 






	 	     (IV)
The  representations  and  warranties  made  by the  Company  herein qualified as to
materiality  shall be true and correct at  all times prior to and on the Closing  Date as
if made on and as  of  the  Closing  Date,  except  to  the  extent  any  such
representation  or  warranty  expressly  speaks as of an earlier  date,  in which case
such  representation  or warranty  shall be  true  and  correct  as  of  such  earlier
date;  and  the  representations  and  warranties  made by the Company herein not
qualified  as to  materiality  shall be true and  correct in all  material  respects at
all times prior to and on the Closing Date  as if made on and as of the Closing  Date,
except to the extent  any such  representation  or warranty  expressly speaks as of an
earlier  date,  in which case such  representation  or  warranty  shall be true and
correct in all  material  respects as of such  earlier date. All covenants and agreements
herein  contained to  be  performed  on the  part of the  Company  and all  conditions
herein  contained  to be  fulfilled  or  complied  with  by  the  Company  at or prior to
the  Closing  Date  shall have been duly  performed, fulfilled or complied with in all
material respects.
 






	 	     (V)
The  Placement  Agents  shall  have  received  from  Morgan,  Lewis & Bockius,  LLP,
corporate  counsel to the Company,  such  counsel’s  written  opinion,  addressed to
the Placement  Agents  and dated the Closing  Date,  in form and  substance  reasonably
satisfactory  to the  Representative.  Such  counsel  shall also  have  furnished  to the
Placement  Agents a written  statement,  addressed to the  Placement  Agents and dated
the Closing  Date,  in form and substance  satisfactory  to the  Representative,  to  the
effect  that (x) such  counsel  has acted as counsel to the  Company in connection  with
the  preparation of the  Prospectus,  and each  amendment  or  supplement  thereto made
by the Company  prior  to  the  Closing  Date,  (y)  based  on  such  counsel’s
examination  of  the  Registration  Statement,  the  General  Disclosure  Package and the
Prospectus,  and each  amendment or  supplement  thereto  made by the  Company  prior to
the  Closing  Date,  and  the  documents  incorporated  by  reference  in  the  General
Disclosure  Package or the  Prospectus  and any further  amendment or supplement to any
such  incorporated  document made  by the Company  prior to the Closing  Date,  and such
counsel’s  investigations  made in connection  with the  preparation of the
Prospectus,  and each  amendment or  supplement  thereto made by  the Company prior to
the Closing  Date,  and  “conferences  with  certain  officers  and  employees  of
and with  auditors for and  counsel to the  Company,” such counsel has no reason to
believe  that (I) the  Registration  Statement or any amendment  thereto,  at the
Applicable  Time,  contained  any untrue  statement of a  material  fact or omitted to
state any material fact required to  be stated  therein or necessary in order to make the
statements  therein not misleading,  or that the Prospectus or any amendment  or
supplement  thereto, at the respective date thereof or at the  Closing  Date,  contained
or contains any untrue  statement of a  material fact or omits to state any material
fact  necessary 
 






20 








	 	in
order  to make  the  statements  therein,  in the  light  of the  circumstances  under
which they were made, not  misleading,  the  documents  included  in  the  General
Disclosure  Package,  all  considered  together,  as of the Applicable  Time,  contained
or  contains  any untrue  statement  of a material  fact or omits to  state  any
material  fact  necessary  in  order  to  make  the  statements  therein,  in the  light
of the  circumstances  under  which  they were  made,  not  misleading,  or (II) any
document  incorporated  by  reference  in the  Prospectus  or any  further  amendment or
supplement to any such  incorporated  document made  by the  Company  prior to the
Closing  Date,  when they  became  effective  or were  filed with the  Commission,  as
the case may  be,  in  the  case  of a  registration  statement  which  became  effective
under the Securities  Act, any untrue  statement of a  material  fact or omitted to state
any material fact required to  be stated  therein or necessary in order to make the
statements  therein  not  misleading,  or,  in the case of  other  documents  which were
filed  under the  Exchange  Act with the  Commission,  any untrue  statement of a
material fact or omitted to state any  material  fact  necessary  in  order  to  make
the  statements  therein,  in light of the  circumstances  under  which they were  made,
not  misleading;  it being  understood  that such counsel  need express no opinion as to
the financial  statements or other  financial  data  contained in the  Registration
Statement,  the  General  Disclosure  Package,  or  the  Prospectus  or  an  incorporated
document.  The  foregoing  statement  may  be  qualified  by a statement  to the effect
that such  counsel has  not  independently  verified  the  accuracy,  completeness  or
fairness  of  the  statements  contained  in  the  Registration  Statement,  the General
Disclosure Package or the Prospectus and  takes no responsibility  therefor except to the
extent set forth  in the opinion described above.
 






	 	     (VI)
The  Placement  Agents  shall  have  received  from  Hyman,  Phelps & McNamara,  PC,
regulatory counsel to the Company,  such  counsel’s  written  opinion,  addressed to
the Placement  Agents  and dated the Closing  Date,  in form and  substance  reasonably
satisfactory to the Representative.
 






	 	     (VII)
The  Placement  Agents  shall have  received  from  Kenyon & Kenyon LLP,
intellectual  property counsel to the Company, such  counsel’s  written  opinion,
addressed to the Placement  Agents  and dated the Closing  Date,  in form and  substance
reasonably  satisfactory to the Representative.
 






	 	     (VIII)
The  Placement  Agents  shall  have  received  from  Brown  Raysman  Millstein  Felder  & Steiner
LLP,  such  opinion  or  opinions,  dated the Closing Date and addressed to the Placement
Agents,  covering  such  matters as are  customarily  covered in  transactions  of this
type, and the Company shall have furnished  to such  counsel  such  documents as it
requests for the purpose  of enabling it to pass upon such matters.
 






	 	     (IX)
Concurrently  with  the  execution  and  delivery  of  this  Agreement,  or, if the
Company  elects to rely on Rule 430A,  on  the  date  of  the  Prospectus,  the
Accountants  shall  have  furnished to the  Placement  Agents a letter,  dated the date
of  its  delivery  (the  “Original  Letter”),  addressed  to  the  Placement
Agents  and  in  form  and  substance  reasonably  satisfactory to the  Representative,
containing  statements and  information  of the type  customarily  included in
accountants’ “comfort  letters” to  underwriters.  At the Closing  Date,
the  Accountants  shall  have  furnished  to the  Placement  Agents a  letter, dated the
date of its delivery,  which shall confirm, on  the  basis of a review in  accordance
with the  procedures  set  forth in the  Original  Letter,  that  nothing has come to
their  attention  during  the  period  from  the  date of the  Original  Letter  referred
to in the prior  sentence to a date  (specified  in the 

      






21 










	 	letter)
not more than three  days prior to the  Closing  Date which would  require any change in
the  Original  Letter if  it were required to be dated and delivered at the Closing Date .
 






	 	     (X)
The Company  shall have  furnished to the  Representative  a  certificate,  addressed  to
the  Placement  Agents and dated the  Closing Date,  of its Chairman of the Board,  its
President or a  Vice President and its chief financial  officer stating that (i)  such
officers  have  carefully  examined  the  Registration  Statement,  the General
Disclosure  Package,  any Permitted Free  Writing  Prospectus  and the  Prospectus  and,
in their opinion,  the Registration  Statement and each amendment  thereto,  at the
Applicable  Time,  as of the date of this  Agreement,  and as of  the  Closing  Date did
not  include  any untrue  statement  of a  material  fact  and  did  not  omit to  state
a  material  fact  required  to  be  stated  therein  or  necessary  to  make  the
statements  therein not misleading,  and the General  Disclosure  Package,  as of the
Applicable  Time and as of the Closing Date,  any Permitted  Free Writing  Prospectus as
of its date and as of  the  Closing  Date,  the  Prospectus  and  each  amendment  or
supplement  thereto, as of the respective date thereof and as of  the Closing  Date,  did
not include  any untrue  statement  of a  material  fact  and  did  not  omit to  state
a  material  fact  necessary in order to make the statements  therein, in the light  of
the  circumstances  in which they were made, not  misleading,  (ii) since the  effective
date of the  Registration  Statement,  no event  has  occurred  which  should  have been
set forth in a  supplement  or  amendment  to the  Registration  Statement,  the  General
Disclosure Package or the Prospectus,  (iii) to the best  of their knowledge  after
reasonable  investigation,  as of the  Closing Date, the  representations and warranties
of the Company  in this  Agreement  are true and  correct  and the  Company  has
complied with all  agreements  and  satisfied all  conditions on  its part to be
performed  or satisfied  hereunder at or prior to  the Closing  Date,  and (iv) there has
not been,  subsequent  to  the  date  of  the  most  recent  audited  financial
statements  included or incorporated by reference in the General  Disclosure  Package,
any material adverse change in the financial  position  or  results  of  operations  of
the  Company,  or any  change or  development that, singularly or in the aggregate,
would involve  a Material Adverse Effect.
 






	 	     (XI)
The Stock shall have been  approved for  inclusion on Nasdaq  and listed and  admitted
and  authorized  for trading on Nasdaq,  subject  only  to  official  notice  of
issuance.  Satisfactory  evidence  of  such  actions  shall  have  been  provided  to the
Representative.
 






	 	     (XII)
No action  shall  have  been  taken  and no  statute,  rule,  regulation or order shall
have been  enacted,  adopted or issued  by any  governmental  agency  or  body  which
would,  as of the  Closing  Date,  prevent  the  issuance  or sale of the  Stock or
materially and adversely  affect or  potentially  materially and  adversely affect the
business or operations of the Company;  and  no  injunction,  restraining  order or order
of any other nature  by any federal or state court of  competent  jurisdiction  shall
have been issued as of the Closing Date which would  prevent the  issuance  or sale  of
the  Stock  or  materially  and  adversely  affect  or  potentially  materially  and
adversely  affect  the  business or operations of the Company.
 






	 	     (XIII)
The  Company  shall  have  prepared  and  filed  with  the  Commission  a  Current
Report on Form 8-K with  respect  to the  transactions  contemplated  hereby,  including
as  an  exhibit  thereto this Placement  Agent  Agreement and any other documents
relating thereto.
 






	 	     (XIV)
The  Company  shall  have  entered  into  Subscription  Agreements  with  each of the
Purchasers  and  such  agreements  shall be in full force and effect.
 






22 










	 	     (XV)
The  Representative  shall  have  received  copies  of  the  executed  Lock-up
Agreements  executed by each person listed on  Schedule B hereto,  and such Lock-up
Agreements shall be in full  force and effect on the Closing Date.

      






	 	     (XVI)
Prior  to  the  Closing  Date,  the  Company  shall  have  furnished  to  the
Representative  such  further  information,  opinions,  certificates,  letters  or
documents  as  the  Representative shall have reasonably requested.
 






	 	     (XVII)
Subsequent to the  execution and delivery of this  Agreement  there  shall  not  have
occurred  any  of  the  following:  (i)  trading in securities  generally on the New York
Stock Exchange,  or Nasdaq National Market or in the over-the-counter  market, or
trading in any  securities  of the Company on any exchange or in  the  over-the-counter
market,  shall  have  been  suspended  or  materially  limited,  or minimum  or  maximum
prices or maximum  range  for  prices  shall  have  been  established  on any  such
exchange or such market by the  Commission,  by such exchange or  market  or  by  any
other  regulatory  body  or  governmental  authority having  jurisdiction,  (ii) a
banking moratorium shall  have  been  declared  by  Federal  or  state  authorities  or
a  material  disruption  has  occurred  in  commercial  banking  or  securities
settlement  or  clearance  services  in  the  United  States,  (iii) the United  States
shall have become  engaged in  hostilities,  or the  subject of an act of  terrorism,  or
there  shall have been an  outbreak  of or  escalation  in  hostilities  involving  the
United  States,  or  there  shall  have  been  a  declaration of a national  emergency or
war by the United States  or (iv)  there  shall  have  occurred  such a  material
adverse  change in general  economic,  political or financial  conditions  (or the
effect of  international  conditions  on the  financial  markets  in the United  States
shall be such) as to make it, in  the  judgment  of  the  Representatives,  impracticable
or  inadvisable  to proceed  with the sale or  delivery of the Stock  on the  terms  and
in the  manner  contemplated  in the  General  Disclosure Package and the Prospectus.
 






	 	     (XVIII)
The  Company  shall have  received,  and  furnished  to the  Representative  evidence of,
a settlement  agreement  and mutual  release  from Rodman & Renshaw,  LLC and dated as of
or prior to  the Closing  Date,  in form and  substance  satisfactory  to the
Representative.
 







All opinions,
letters,  evidence and certificates mentioned above or  elsewhere  in this  Agreement
shall be  deemed  to be in  compliance  with the  provisions  hereof  only if they are in
form and  substance  reasonably satisfactory to counsel for the Placement Agents. 


8.
INDEMNIFICATION AND CONTRIBUTION. 


	 	     (I)
The  Company  shall  indemnify  and  hold  harmless  each  Placement Agent,  its
directors,  officers,  managers,  members,  employees,  representatives  and agents and
each person, if any,  who controls any  Placement  Agent within the meaning of Section
15 of the  Securities  Act or  Section  20 of the  Exchange  Act  (collectively  the
“Placement  Agent  Indemnified  Parties,” and  each a “Placement  Agent
Indemnified  Party”) against any loss,  claim,  damage,  expense or liability
whatsoever (or any action,  investigation  or  proceeding  in  respect  thereof),  joint
or  several,  to which such Placement  Agent  Indemnified  Party may  become subject,
under the Securities Act or otherwise,  insofar  as  such  loss,  claim,  damage,
expense,  liability,  action,  investigation  or proceeding  arises out of or is based
upon (A)  any  claim  asserted  by  or  on  behalf  of  any  person  for a  brokerage
commission,  finder’s  fee  or  like 

      






23 











	 	payment
in  connection  with any past,  present or future  offering and sale  of the Common
Stock,  (B) any untrue statement or alleged untrue  statement  of a  material  fact
contained  in  any  Preliminary  Prospectus,  any  Issuer  Free  Writing  Prospectus,
any  Registration Statement or the Prospectuses,  or in any amendment  or supplement
thereto,  (C) the omission or alleged omission to  state in any  Preliminary  Prospectus,
any Issuer Free  Writing  Prospectus,  any Registration Statement or the Prospectuses,
or  in any amendment or supplement  thereto a material fact required  to be  stated
therein  or  necessary  to  make  the  statements  therein not  misleading or (D) any act
or failure to act, or any  alleged  act or  failure  to  act,  by any  Placement  Agent
in  connection  with, or relating in any manner to, the Stock or the  offering
contemplated  hereby, and which is included as part of  or referred to in any loss,
claim, damage,  expense,  liability,  action,  investigation  or  proceeding  arising
out of or based  upon  matters  covered  by  subclause  (B) or (C)  above of this Section 8(I)  (provided  that the Company shall not be liable in  the case of any  matter
covered  by this  subclause  (D) to the  extent that it is determined  in a final
judgment by a court of  competent  jurisdiction that such loss, claim,  damage,  expense
or liability  resulted  directly from any such act or failure to  act  undertaken or
omitted to be taken by such  Placement  Agent  through its gross negligence or willful
misconduct),  and shall  reimburse each Placement Agent  Indemnified  Party promptly upon
demand for any legal fees or other expenses  reasonably incurred  by that Placement
Agent  Indemnified  Party in connection  with  investigating,  or preparing to defend, or
defending against, or  appearing  as a third party  witness in respect of, or otherwise
incurred  in  connection  with,  any such loss,  claim,  damage,  expense,  liability,
action,  investigation  or proceeding,  as  such fees and expenses are  incurred;
provided,  however,  that  the  Company  shall not be liable in any such case to the
extent  that any such loss, claim,  damage,  expense or liability arises  out of or is
based upon an untrue  statement  or alleged  untrue  statement  in,  or  omission  or
alleged  omission  from  any  Preliminary  Prospectus,  any  Registration  Statement  or
the  Prospectuses,  or any such amendment or supplement  thereto,  or  any Issuer Free
Writing  Prospectus made in reliance upon and in  conformity with written information
furnished to the Company by  the  Representative  by or on  behalf  of  any  Placement
Agent  specifically  for use  therein,  which  information  the parties  hereto  agree is
limited to the  Placement  Agents’ Information  (as defined in Section 18).

      







	 	     (II)
Each  Placement  Agent,  severally  and not  jointly,  shall  indemnify and hold harmless
the Company and its  directors,  its  officers who signed the Registration  Statement and
each person,  if any, who  controls the Company  within the meaning of Section  15 of the
Securities  Act or  Section  20 of the  Exchange  Act  (collectively  the  “Company
Indemnified  Parties” and  each a  “Company  Indemnified  Party”) against
any loss, claim,  damage,  expense or liability  whatsoever  (or any action,
investigation  or proceeding in respect  thereof),  joint or several,  to which  such
Company  Indemnified  Party may become  subject,  under the  Securities  Act or
otherwise,  insofar  as  such  loss,  claim,  damage, expense, liability,  action,
investigation or proceeding  arises  out of or is based  upon  (i) any  untrue  statement
or  alleged  untrue  statement of a material  fact  contained in any  Preliminary
Prospectus,  any Issuer Free Writing Prospectus, any  Registration Statement or the
Prospectuses,  or in any amendment  or supplement  thereto, or (ii) the omission or
alleged omission  to state in any Preliminary Prospectus,  any Issuer Free Writing
Prospectus,  any Registration Statement or the Prospectuses,  or  in  any  amendment  or
supplement  thereto,  a  material  fact  required  to  be  stated  therein  or  necessary
to  make  the  statements therein not misleading,  but in each case only to the  extent
that the untrue  statement or alleged untrue statement or  omission or alleged 

      






24 









	 	omission
was made in reliance  upon and in  conformity with written information  furnished to the
Company by  the  Representative  by or on  behalf  of  any  Placement  Agent
specifically  for use  therein,  which  information  the parties  hereto agree is limited
to the Placement Agents’ Information as  defined in Section 18, and shall  reimburse
the Company for any  legal or other  expenses  reasonably  incurred  by such party in
connection  with  investigating  or  preparing  to  defend  or  defending  against  or
appearing  as  third  party  witness  in  connection  with  any  such  loss,  claim,
damage,  liability,  action,  investigation or proceeding,  as such fees and expenses
are  incurred.  This  indemnity  agreement is not  exclusive and  will be in addition to
any liability which the Placement  Agents  might  otherwise have and shall not limit any
rights or remedies  which may otherwise be available  under this  Agreement,  at law  or
in  equity  to  the  Company  Indemnified  Parties.  Notwithstanding  the  provisions  of
this Section  8(II),  in no  event  shall any  indemnity  by a  Placement  Agent  under
this  Section  8(II)  exceed the total  compensation  received by such  Placement Agent
in accordance with Section 2(V).

      






	 	     (III)
Promptly  after receipt by an  indemnified  party under this  Section 8 of  notice  of
the  commencement  of any  action,  the  indemnified  party shall, if a claim in respect
thereof is to be  made against an indemnifying  party under this Section 8, notify  such
indemnifying  party in writing of the commencement of that  action;  provided,  however,
that the  failure  to  notify  the  indemnifying  party  shall  not  relieve  it from any
liability  which it may have under  this  Section 8 except to the extent it  has been
materially  prejudiced by such failure;  and, provided,  further,  that the failure to
notify an indemnifying party shall  not  relieve  it from  any  liability  which  it may
have to an  indemnified  party  otherwise  than under this Section 8. If any  such action
shall be brought against an indemnified  party,  and  it  shall  notify  the
indemnifying  party  thereof,  the  indemnifying  party  shall be entitled  to
participate  therein  and,  to the  extent  that it  wishes,  jointly  with any  other
similarly notified  indemnifying party, to assume the defense of  such  action  with
counsel  reasonably  satisfactory  to  the  indemnified  party  (which  counsel  shall
not,  except with the  written  consent  of the  indemnified  party,  be counsel to the
indemnifying  party).  After notice from the indemnifying  party  to the  indemnified
party of its election to assume the defense  of such  action,  except as provided
herein,  the  indemnifying  party  shall not be liable to the  indemnified  party under
this  Section 8 for any legal or other expenses  subsequently incurred  by the
indemnified  party in connection with the defense of such  action other than reasonable
costs of  investigation;  provided,  however,  that any  indemnified  party  shall  have
the right to  employ  separate  counsel in any such action and to  participate  in the
defense of such action but the fees and  expenses of such  counsel (other than reasonable
costs of investigation)  shall be  at  the  expense  of  such  indemnified  party  unless
(i)  the  employment  thereof has been specifically  authorized in writing  by the
Company in the case of a claim for indemnification  under Section 8(I) or the Placement
Agents in the case of a claim for  indemnification  under Section  8(II),  (ii)  such
indemnified  party shall have been  advised by its counsel  that there may be  one or
more legal  defenses  available to it which are different  from  or  additional  to
those  available  to the  indemnifying  party, or (iii) the indemnifying  party has
failed to assume the  defense  of  such  action  and  employ  counsel  reasonably
satisfactory  to  the  indemnified  party  within  a  reasonable  period of time after
notice of the  commencement  of the action  or the indemnifying  party does not
diligently defend the action  after  assumption  of  the  defense,  in  which  case,  if
such  indemnified  party  notifies the  indemnifying  party in writing  that it 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 (or, in the case of a failure
to  diligently  defend the action after  assumption  of the defense,  to  continue  to
defend)  such  action  on 

      






25 











	 	behalf
of  such  indemnified  party  and  the  indemnifying  party  shall  be  responsible  for
legal or other expenses  subsequently  incurred  by such  indemnified  party in
connection  with the  defense of  such action;  provided,  however,  that the
indemnifying  party  shall not,  in  connection  with any one such action or separate
but  substantially  similar  or  related  actions  in  the  same  jurisdiction  arising
out of the same  general  allegations  or  circumstances,  be liable for the  reasonable
fees and expenses  of more than one separate  firm of attorneys at any time for all  such
indemnified  parties (in  addition to any local  counsel),  which  firm  shall  be
designated  in  writing  by Cowen if the  indemnified  parties  under  this  Section  8consist  of  any  Placement  Agent  Indemnified  Party  or by the  Company  if the
indemnified  parties under this Section 8 consist of any Company  Indemnified
Parties.  Subject  to  this  Section  8(III),  the  amount  payable by an  indemnifying
party under Section 8 shall  include,  but not be limited to, (x)  reasonable  legal fees
and  expenses  of  counsel  to the  indemnified  party  and any other  expenses in
investigating,  or preparing to defend or defending  against,  or appearing  as a third
party  witness in respect of,  or  otherwise  incurred  in  connection  with,  any
action,  investigation,  proceeding or claim, and (y) all amounts paid in  settlement  of
any  of  the  foregoing.  No  indemnifying  party  shall,  without  the prior  written
consent of the  indemnified  parties,  settle  or  compromise  or  consent  to the  entry
of  judgment  with  respect to any pending or  threatened  action or  any claim
whatsoever,  in respect of which  indemnification  or  contribution  could be sought
under this Section 8 (whether or  not the  indemnified  parties  are actual or
potential  parties  thereto),  unless  such  settlement,  compromise  or consent (i)
includes an unconditional  release of each indemnified  party in  form and substance
reasonably  satisfactory to such indemnified  party from all  liability  arising  out of
such  action or claim  and (ii) does not include a statement  as to or an  admission of
fault,  culpability  or a failure  to act by or on behalf of any  indemnified  party.
Subject to the  provisions of the following  sentence,  no indemnifying  party shall be
liable for settlement  of any  pending  or  threatened  action or any claim  whatsoever
that is  effected  without its written  consent  (which  consent  shall not be
unreasonably  withheld or delayed),  but if settled  with its written consent,  if its
consent has been  unreasonably  withheld or delayed or if there be a judgment for the
plaintiff  in any such matter,  the indemnifying  party agrees to indemnify  and hold
harmless  any  indemnified  party from and against any  loss or liability by reason of
such  settlement or judgment.  In  addition,  if at  any  time  an  indemnified  party
shall  have  requested that an  indemnifying  party reimburse the indemnified  party for
fees and expenses of counsel,  such indemnifying party  agrees that it shall be liable
for any  settlement of the nature  contemplated  herein effected without its written
consent if (i)  such  settlement is entered into more than  forty-five (45) days  after
receipt by such  indemnifying  party of the  request  for  reimbursement,  (ii) such
indemnifying party shall have received  notice  of the terms of such  settlement  at
least  thirty  (30)  days prior to such settlement  being entered into and (iii) such
indemnifying  party shall not have reimbursed  such  indemnified  party in accordance
with such request prior to the date of such  settlement.

      






	 	     (IV)
If the  indemnification  provided  for in this Section 8 is  unavailable  or
insufficient  to hold  harmless an  indemnified  party under Section 8(I) or 8(II), then
each indemnifying  party  shall,  in  lieu  of  indemnifying  such  indemnified  party,
contribute to the amount paid,  payable or otherwise incurred by  such indemnified party
as a result of such loss, claim,  damage,  expense  or  liability  (or  any  action,
investigation  or  proceeding  in  respect  thereof),  as  incurred,  (i)  in  such
proportion  as shall be  appropriate  to  reflect  the  relative  benefits  received  by
the  Company  on the  one  hand  and  the  Placement  Agents on the other from the
offering  of the Stock,  or  (ii)  if the  allocation  provided  by  clause  (i) of  this
Section  8(IV)  is not  permitted  by  applicable  law,  in such  proportion  as is
appropriate  to reflect not only the relative  benefits  referred  to in clause (i) of
this  Section

      






26 









	 	8(IV)but  also the  relative  fault of the Company on the one hand and the  Placement  Agents
on the other with  respect to the  statements,  omissions,  acts or failures to act which
resulted in such loss,  claim,  damage,  expense  or  liability  (or  any  action,
investigation  or proceeding in respect  thereof) as well as any  other relevant
equitable  considerations.  The relative benefits  received  by the  Company  on the one
hand  and  the  Placement  Agents on the  other  with  respect  to such  offering  shall
be  deemed to be in the same  proportion  as the total net  proceeds  from the offering
of the Stock  purchased  under this  Agreement  and the  Subscription  Agreements
(before  deducting  expenses)  received by the Company  bear to the total fees and
commissions  received by the Placement  Agents with respect to the Stock,  in  each case
as set  forth in the  table on the  cover  page of the  Prospectus  Supplements.  The
relative  fault of the Company on  the one hand and the  Placement  Agents  on the  other
shall be  determined  by  reference  to, among other  things,  whether the  untrue or
alleged  untrue  statement  of a material  fact or the  omission or alleged  omission to
state a material  fact  relates  to  information  supplied  by the Company on the one
hand or the  Placement  Agents on the other,  the intent of the  parties  and  their
relative knowledge,  access to information and opportunity  to correct or prevent such
untrue  statement,  omission,  act or  failure to act;  provided that the parties hereto
agree that the  written  information  furnished  to  the  Company  by  the
Representative  by or on behalf of any  Placement  Agent for use  in the Preliminary
Prospectus,  any  Registration  Statement or  the  Prospectuses,  or in any amendment or
supplement  thereto,  consists solely of the Placement Agents’ Information as
defined  in Section 18. The Company and the  Placement  Agents agree that  it would not
be just and equitable if contributions  pursuant to  this Section 8(IV) were to be
determined by pro rata  allocation  (even if the  Placement  Agents  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  herein.  The amount paid or
payable by an  indemnified  party as  a  result  of  the  loss,  claim,  damage,
expense,  liability,  action,  investigation  or proceeding  referred to above in this Section  8(IV) shall be deemed to include,  for purposes of this  Section 8(IV), any
legal or other expenses  reasonably  incurred  by such  indemnified  party in  connection
with  investigating,  preparing  to defend or  defending  against  or  appearing  as a
third  party  witness in respect  of, or  otherwise  incurred in  connection  with,  any
such  loss,  claim,  damage,  expense,  liability,  action,  investigation  or
proceeding.  Notwithstanding  the  provisions  of  this Section  8(IV),  no  Placement
Agent shall be required to  contribute  any amount in  excess  of the total  compensation
received  by such  Placement  Agent in  accordance  with  Section  2(V) less the amount
of any  damages with such  Placement  Agent has otherwise paid or become  liable  to pay
by  reason  of  any  untrue  or  alleged  untrue  statement or omission or alleged
omission.  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.  The  Placement
Agents’ obligations  to  contribute  as  provided  in this  Section  8(IV) are
several in  proportion to their respective underwriting  obligations and not  joint.

      






9.
      TERMINATION.  The  obligations  of  the  Placement  Agents  hereunder  may be  terminated
by Cowen & Co.,  LLC, in its  absolute  discretion  by notice  given to the Company
prior to delivery of and  payment  for the  Stock if,  prior to that  time,  any of the
events  described in Sections 7(III) or 7(XVII) have occurred. 


27 









10.
      REIMBURSEMENT  OF PLACEMENT  AGENTS’ EXPENSES.  If the sale  of the Stock  provided
for  herein is not  consummated  because  any  condition  to  the  obligations  of  the
Placement  Agents  and  the  Purchasers  set forth in Section 7 hereof is not  satisfied,
because  of any  termination  pursuant  to  Section 9 hereof or because of any  refusal,
inability  or failure on the part of the Company to perform  any agreement  herein or
comply with any provision  hereof other than  by reason of a default by the  Placement
Agents,  the  Company  will  reimburse  the  Placement  Agents  upon  demand  for  all
reasonable  out-of-pocket  expenses (including  reasonable fees and disbursements  of
counsel and any expenses  advanced by the Placement  Agents on the  Company’s
behalf)  that shall have been  incurred  by the  Placement  Agents in connection  with
this  Agreement and the proposed  purchase  and sale of the Stock and,  upon  demand,
the Company  shall pay the  full amount thereof to the Placement Agents. 


11.  [RESERVED] 



12.  ABSENCE
OF  FIDUCIARY  RELATIONSHIP.  The  Company  acknowledges and agrees that: 


	 	     (I)
the  Placement  Agents’ responsibility  to the  Company  is  solely  contractual  in
nature,  the Placement  Agents have been  retained  solely to act as placement  agents in
connection  with  the sale of the Stock and no fiduciary or advisory  relationship
between the Company and the  Placement  Agents has been  created  in  respect  of any of
the  transactions  contemplated  by  this  Agreement,  irrespective  of whether the
Placement  Agents have  advised or are advising the Company on other matters;
 






	 	     (II)
the  price  of the  Stock  to be  sold in the  Offering  was  established  by  the
Company  following  discussions  and  arm’s-length  negotiations with the
Purchasers,  and the Company  is capable of evaluating and understanding,  and
understands and  accepts,  the terms,  risks and  conditions of the  transactions
contemplated by this Agreement;
 






	 	     (III)
the Company has been advised that the  Placement  Agents and  their  affiliates  are
engaged in a broad range of  transactions  which  may  involve  interests  that  differ
from  those of the  Company  and that the  Placement  Agents have no  obligation  to
disclose  such  interests  and  transactions  to the  Company by  virtue of any
fiduciary, advisory or agency relationship; and
 






	 	     (IV)
the Company  waives,  to the  fullest  extent  permitted  by  law,  any claims it may
have  against the  Placement  Agents for  breach of fiduciary  duty or alleged  breach of
fiduciary  duty  and agrees that the  Placement  Agents  shall have no  liability
(whether  direct or  indirect) to the Company in respect of such  a fiduciary duty claim.
 






13. SUCCESSORS;  PERSONS  ENTITLED  TO  BENEFIT  OF  AGREEMENT.  This  Agreement  shall
inure to the  benefit of and be binding  upon  the  Placement  Agents,  the  Purchasers,
the  Company  and  their  respective  successors  and assigns.  Nothing  expressed or
mentioned  in this  Agreement  is  intended  or shall be  construed  to give any  person,
other than the persons mentioned in the preceding  sentence,  any legal or  equitable
right,  remedy or claim  under or in respect  of  this  Agreement,  or  any  provisions
herein  contained,  this  Agreement and all  conditions  and  provisions  hereof being
intended  to be and being for the sole and  exclusive  benefit of such  persons  and  for
the  benefit  of  no  other  person;  except  that  the  representations,  warranties,
covenants,  agreements and indemnities  of the  Company  contained  in this  Agreement
shall also be for the  benefit  of  the  



28 







Placement
Agent  Indemnified  Parties  and  the  indemnities  of  the  several  Placement  Agents
shall  be  for  the  benefit of the Company  Indemnified  Parties.  It is understood
that  the  Placement  Agents’ responsibility  to  the  Company  is  solely
contractual  in  nature  and  the  Placement  Agents  do not  owe the  Company,  or any
other party,  any fiduciary duty as a result of this  Agreement.  No  purchaser  of any
of the  Stock  from  the  Placement  Agents shall be deemed to be a successor  or assign
by reason  merely  of such purchase. 


14.  SURVIVAL
OF INDEMNITIES,  REPRESENTATIONS,  WARRANTIES, ETC.  The  respective  indemnities,
covenants,  agreements,  representations,  warranties and other  statements of the
Company and  the  Placement  Agents,  as set  forth in this  Agreement  or made by  them
respectively,  pursuant to this Agreement,  shall remain in full  force  and  effect,
regardless  of any  investigation  made by or on  behalf of the Placement  Agents,  the
Company,  the Purchasers or any  person  controlling  any of them and shall  survive
delivery  of and  payment for the Stock. 


15.

      NOTICES.
All statements,  requests,  notices and agreements  hereunder shall be in writing, and: 


	 	     (I)
if to the  Placement  Agents,  shall be delivered or sent by  mail, telex or facsimile
transmission to Cowen & Co., LLC, 1221  Avenue of the  Americas,  New York,  New York
10020,  Attention:  Michelle Bowe, Esq. (Fax:  212-278-7995),  with a copy to: Brown
Raysman  Millstein  Felder & Steiner LLP, 900 Third Avenue,  New  York, New York
10022,  Attention:  Stuart  Bressman,  Esq. (Fax:  212-895-2900).
 






	 	     (II)
if to the  Company  shall  be  delivered  or sent  by  mail,  telex  or  facsimile
transmission  to Genta  Incorporated,  Two  Connell Drive,  Berkeley Heights,  New Jersey
07922;  Attention:  Chief Executive Officer (Fax: 908-286-6450),  with copies (which
shall not constitute notice) to: Morgan,  Lewis & Bockius,  LLP,  502 Carnegie
Center,  Princeton,  New Jersey 08540,  Attention:  Andrew Gilbert, Esq. (Fax:
609-919-6701).
 







provided,
however,  that any notice to a Placement Agent pursuant to  Section  8 shall be
delivered  or sent by mail,  telex or  facsimile  transmission  to  such  Placement
Agent  at its  address  set  forth  herein,  which  address will be supplied to any other
party hereto by  the  Representative  upon  request.  Any such  statements,  requests,
notices  or  agreements  shall  take  effect  at the time of  receipt  thereof,  except
that  any  such  statement,  request,  notice  or  agreement  delivered  or sent by email
shall take effect at the time  of confirmation of receipt thereof by the recipient
thereof. 


16.  DEFINITION OF CERTAIN TERMS.  For  purposes  of  this  Agreement,  (a)  “business  day” means
any day on which the New York  Stock  Exchange  is open for  trading  and (b)  “subsidiary” has
the  meaning set forth in Rule 405 of the Rules and Regulations. 


17. GOVERNING LAW, AGENT FOR SERVICE AND JURISDICTION. This Agreement  shall be governed by and
construed in accordance  with the  laws of the State of New York,  including without
limitation Section  5-1401  of  the  New  York  General  Obligations  Law.  No  legal
proceeding  may be  commenced,  prosecuted  or continued in any court  other  than the
courts of the State of New York  located in the City  and County of New York or in the
United  States  District  Court for  the  Southern  District  of  New  York,  which
courts  shall  have  jurisdiction  over the adjudication of such matters,  and the
Company  and the Placement  Agents each hereby consent to the  jurisdiction of  such
courts and personal  service with respect  thereto.  The Company  and  the  Placement
Agents  each  hereby  consent  to  personal  jurisdiction,  service  and  venue in any
court in  



29 







which  any
legal  proceeding  arising out of or in any way  relating to this  Agreement  is brought
by any third party  against  the Company or the  Placement  Agents.  The Company and the
Placement  Agents each hereby waive all  right to trial by jury in any legal  proceeding
(whether  based upon  contract,  tort or  otherwise)  in any way arising out of or
relating  to this  Agreement.  The Company  agrees that a final judgment in any  such
legal  proceeding  brought in any such court shall be conclusive  and  binding  upon the
Company  and the  Placement  Agents and may be  enforced  in any  other  courts  in the
jurisdiction  of  which  the  Company is or may be subject, by suit upon such judgment. 


18.  PLACEMENT AGENTS’ INFORMATION.  The  parties  hereto  acknowledge and agree that, for all
purposes of this  Agreement,  the  Placement  Agents’ Information  consists  solely
of  the  following  information  in the  Prospectus:  (i) the last paragraph on the front
cover page  concerning  the terms of the  offering  by the  Placement  Agents;  and (ii)
the  statements  concerning  the  Placement  Agents  contained  in  the  first  paragraph
under  the  heading  “Plan  of  Distribution.” 


19.  AUTHORITY OF THE REPRESENTATIVE.  In  connection  with this  Agreement,  Cowen  will  act  for
and on  behalf  of  the  Placement  Agents,  and  any  action  taken  under  this
Agreement  by  the  Representative,  will  be  binding  on  all  the  Placement  Agents.
Rodman & Renshaw,  LLC  authorizes  Cowen to manage the  Offering and  the  sale  of
the  Shares  and to  take  such  action  in  connection  therewith  as Cowen  in its
sole  discretion  deems  appropriate  or  desirable,  consistent  with the  provisions of
the  Agreement  Among  Underwriters  previously  entered  into  between  Cowen and
Rodman & Renshaw,  LLC,  taking into  account  that the Offering of the Shares  will
be in the  form  of a best  efforts  placement  and  not a firm  commitment underwriting. 


20.  PARTIAL
UNENFORCEABILITY.  The  invalidity  or  unenforceability  of any Section,  paragraph,
clause or provision of  this  Agreement  shall not affect the validity or  enforceability
of  any other  Section,  paragraph,  clause or provision  hereof.  If any  Section,
paragraph,  clause or  provision  of this  Agreement is for  any reason  determined  to
be invalid or  unenforceable,  there shall  be  deemed  to be made  such  minor  changes
(and  only  such  minor  changes) as are necessary to make it valid and enforceable. 


21.GENERAL.
This Agreement  constitutes  the entire  agreement  of the parties to this  Agreement
and  supersedes  all prior written  or oral and all contemporaneous  oral agreements,
understandings and  negotiations  with  respect to the  subject  matter  hereof.  In this
Agreement,  the  masculine,  feminine  and  neuter  genders  and  the  singular  and the
plural  include one another.  The section  headings  in this  Agreement  are for the
convenience  of the parties only and  will  not  affect  the  construction  or
interpretation  of  this  Agreement.  This  Agreement  may be  amended  or  modified,
and  the  observance  of any term of this  Agreement  may be waived,  only by a  writing
signed by the Company and the Representative. 


22.COUNTERPARTS.  This  Agreement  may be signed in any  number  of  counterparts,  each of
which shall be an original,  with the same  effect as if the  signatures  thereto  and
hereto  were upon the same  instrument. 



30 







     If
the  foregoing is in accordance  with your  understanding  of the  agreement  between
the  Company  and the  Placement  Agents,  kindly  indicate  your  acceptance  in the
space  provided  for that  purpose below. 



	 	 	 	 	Very truly yours,
	 	 	 	 	GENTA INCORPORATED
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	

	 	 	 	 	Name:
	 	 	 	 	Title:
	 	 	 	 	 
	Accepted as of the date first above written:	 	 	 
	 COWEN & CO., LLC	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	
	 	 	 
	 	Name:	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	RODMAN & RENSHAW, LLC	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	
	 	 	 
	 	Name:	 	 	 
	 	Title:	 	 	 


31 







SCHEDULE A



General Use
Free Writing Prospectuses 






None. 









SCHEDULE B


List of
officers and directors subject to Section 5(I)(l) 



Raymond P.
Warrell, Jr., M.D  

Richard J. Moran  

Loretta M. Itri, M.D  

W. Lloyd Sanders  

Martin
Driscoll  

Jerome E. Groopman, M.D  

Betsy McCaughey, Ph.D  

Christopher Parios  

Daniel D.
Von Hoff, M.D  

Harlan J. Wakoff  

Douglas G. Watson 








Exhibit A



Form of
Subscription Agreement 






   Exhibit
B



Form of
Lock-Up Agreement 





March 6, 2006 


COWEN & CO.,
LLC  

1221 Avenue of the Americas  

New York, New York 10020 





     Re:
Genta Incorporated – Offering of Common Stock 






Dear Sirs: 



     In
order to induce Cowen & Co., LLC  (“Cowen”)  and Rodman & Renshaw,  LLC
(together with Cowen, the “Placement  Agents”) to enter  in to a certain
placement agent  agreement with Genta  Incorporated,  a  Delaware  corporation  (the
“Company”),  with  respect  to  the  offering of the Company’s  common
stock,  par value $0.001 per share,  together with  associated  preferred  stock purchase
rights (“Common  Stock”),  the  undersigned  hereby  agrees  that,  for a
period of 90  days  following  the  date  of  the  prospectus  supplement  (the  “Prospectus
Supplement”)  filed by the Company  with the  Securities  and  Exchange  Commission
in  connection  with  such  offering,  the  undersigned  will not,  without the prior
written  consent of Cowen,  directly or indirectly,  (i) offer, sell, assign,  transfer,
pledge,  contract to sell,  sell any option or contract to purchase,  purchase  any
option or  contract to sell,  grant any option,  right or warrant  to  purchase,  lend
or  otherwise  dispose  of,  any  Common  Stock  (including,  without limitation,  Common
Stock which may be deemed to  be  beneficially  owned by the  undersigned  in  accordance
with the  rules and  regulations  promulgated  under the Securities Act of 1933  (the
“Securities  Act”) and the Securities  Exchange Act of 1934, as  the same may
be  amended  or  supplemented  from  time to time  (such  stock,  the  “Beneficially
Owned Stock”)) or securities  convertible  into or exercisable or exchangeable  for
Common Stock,  provided that  nothing herein shall  prohibit the  undersigned  from
exercising any  options  or  warrants  to  purchase  Common  Stock  held at any  time
during  the 90 day  lock-up  period by the  undersigned,  (ii)  enter  into any  swap,
hedge  or  similar  agreement  or  arrangement  that  transfers to another,  in whole or
in part,  any of the economic risk  of  ownership  of  the  Beneficially  Owned  Stock
or  securities  convertible  into or exercisable or exchangeable  for Common Stock or
(iii)  engage  in  any  short  selling  of  the  Common  Stock.  Notwithstanding  the
foregoing,  nothing  contained  herein  will be  deemed  to  restrict  or  prohibit  the
transfer  of  Common  Stock,  Beneficially  Owned  Stock  or  securities  convertible
into  or  exercisable  or  exchangable  for  Common  Stock  (i) as a bona  fide  gift, 








provided the
recipient  thereof  agrees in writing to be bound  by the terms of this  Agreement,  (ii)
as a disposition  to any trust  for the  direct or  indirect  benefit of the  undersigned
and/or the  immediate  family  of  the  undersigned,  provided  that  such  trust  agrees
in writing to be bound by the terms of this  Agreement,  (iii)  with  the  prior  written
consent  of  the  Representative  or  (iv)  effected  pursuant to any exchange of  “underwater” options
with the  Company,  the  acquisition  or  exercise of any stock  option  issued  pursuant
to the Company’s  existing stock option plan,  including any  exercise  effected  by
the  delivery  of Common  Stock of the Company  held by the  undersigned,  or the
purchase or sale of the  Company’s  securities  pursuant  to  a  plan,  contract  or
instruction  that  satisfies all of the  requirements  of Rule  10b5-1(c)(1)(i)(B)  that
was in effect prior to the date hereof. 



     If
(i) the Company  issues an  earnings  release or material  news or a material  event
relating to the Company  occurs during the  last 17 days  of the 90 day  lock-up  period,
or (ii)  prior  to the  expiration of the 90 day lock-up period,  the Company  announces
that  it will release  earnings  results during the 16-day period beginning  on the  last
day of the 90  day  lock-up  period,  the  restrictions  imposed  by  this  Agreement
shall  continue  to  apply  until  the  expiration  of the 18-day  period  beginning  on
the  issuance of the  earnings  release or the  occurrence of the material news or
material  event. 



     Anything
contained herein to the contrary  notwithstanding,  any  person to whom  Common  Stock or
Beneficially  Owned  Stock are  transferred  from the  undersigned  from and  after  the
date  hereof  shall agree to be bound by the terms of this Agreement. 



     In
addition,  the  undersigned  hereby  confirms  that  the  undersigned  does  not  have
the  right  to  request  or  demand  registration  pursuant  to the  Securities  Act of
any  Common  Stock  that is  registered  in the  name  of the  undersigned  or  that  are
Beneficially  Owned  Stock.  In  order  to  enable  the  aforesaid  covenants  to be
enforced,  the  undersigned  hereby  consents to the  placing of legends  and/or
stop-transfer  orders  with the  transfer  agent  of the  Common  Stock  with  respect
to any  Common  Stock or  Beneficially Owned Stock. 



     The
undersigned  understands  that  the  Company  and  the  Placement  Agent  are  relying
upon  this  Agreement  in  proceeding  towards  consummation  of  the  offering  of
Common  Stock.  The  undersigned  further  understands  that this Agreement is
irrevocable  and  shall  be  binding  upon  the  undersigned’s  heirs,  legal
representatives, successors and assigns. 



     The
undersigned  understands  that, if the Placement  Agent  Agreement  does  not  become
effective,  or if the  Placement  Agent  Agreement  (other  than  the  provisions
thereof  which  survive  termination)  shall  terminate or be terminated  prior to
payment for  and  delivery of the Common  Stock to be sold  thereunder,  or if the
Offering  is not  consummated  by March  31,  2006,  the  undersigned  shall be released
from all obligations under this letter agreement. 









[Signature
Page Follows] 

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SIGNATURE
BLOCK FOR A NATURAL PERSON


	 	 	 
	 	 	 
	       
	 
	 	 	 
	Name:	 	 
	 	
	 
	 	Please Print
	 
	 	 	 
	Date:	 	 
	 	
	 


SIGNATURE
BLOCK  FOR A  CORPORATION,  PARTNERSHIP,  TRUST  OR OTHER  ENTITY 



Name of
corporation,  partnership,  trust or other entity,  including  type of entity and
jurisdiction of organization: 


	 	 	 
	 	 	 
	       
	 
	 	 	 
	 	 	 
	       
	 
	 	Please Print

    
	 
	 	 	 
	By:	 	 
	 	
	 
	 	 	 
	Name:	 	 
	 	
       	 
	 	 Please Print
	 
	 	 	 
	 	 	 
	Title:	 	 
	 	
	 
	 	Please Print
	 
	 	 	 
	Date:	 	 
	 	
	 


[Signature
Page to Lock-Up Agreement] 

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