Exhibit 10.1

                                  BIONOVO, INC.

                             SUBSCRIPTION AGREEMENT


                  SUBSCRIPTION  AGREEMENT  made as of this ____ day of _________
2005,  between Bionovo,  Inc., a Delaware  corporation (the "COMPANY"),  and the
undersigned  subscriber (the  "SUBSCRIBER").  All terms not defined herein shall
have the meaning ascribed to them in the Company's Confidential Private Offering
Memorandum dated March 1, 2005 (the "MEMORANDUM").

                  WHEREAS,  the Company  desires to secure  equity  financing by
issuing up to  $10,000,000 in Units at a purchase price of $100,000 per Unit and
has engaged Duncan Capital (the  "PLACEMENT  AGENT") as its exclusive  placement
agent in connection therewith; and

                  WHEREAS,  the  Subscriber  desires to  purchase  the number of
Units set forth on the signature page hereof.

                  NOW,  THEREFORE,  in  consideration  of the  promises  and the
mutual  covenants  hereinafter set forth,  the parties hereto do hereby agree as
follows:

I.       SUBSCRIPTION   FOR  UNITS;   REPRESENTATIONS   AND  WARRANTIES  BY  THE
         SUBSCRIBER

         1.1      Subject to the terms and conditions hereinafter set forth, the
Subscriber hereby subscribes for and agrees to purchase the number of Units from
the Company set forth on the signature  page hereof,  and the Company  agrees to
issue the Common Stock and Warrants  comprising the Units to the Subscriber at a
purchase  price equal to the product of (x) the number of Units  subscribed  for
and (y)  $100,000  per Unit.  The  subscription  price is  payable by check made
payable to the order of "Continental  Stock Transfer & Trust Co. AAF BIONOVO INC
#11"  or  by  wire   transfer   of   immediately   available   funds   delivered
contemporaneously herewith as follows:

                       CST&T AAF BIONOVO INC #11
                       Bank: JP Morgan Chase Bank
                       Account: 530-058626
                       ABA: 021 000021
                       REF: [Subscriber's name]

The Common Stock and Warrants  comprising the Units  purchased by the Subscriber
will be delivered by the Company  promptly  following the  Termination  Date (as
hereinafter defined).

         1.2      The Subscriber  recognizes  that the purchase of the Units and
the shares of Common  Stock and Warrants  included  therein  (collectively,  the
"SECURITIES") involves a high degree of risk and is suitable only for persons of
adequate  financial  means who have no need for liquidity in this  investment in
that  (i) he may not be able to  liquidate  his  investment  in the  event of an
emergency;  (ii) transferability is extremely limited; and (iii) in the event of
a disposition, he could sustain a complete loss of his entire investment.

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         1.3      The  Subscriber  acknowledges  that  he  is  (i)  a  qualified
investor,  as described  herein,  to qualify for the purchase of the Securities;
(ii) competent to understand and does  understand the nature of the  investment;
and (iii) able to bear the economic risk of this investment.

         1.4      The Subscriber represents that he is an "accredited investor,"
as such  term is  defined  in Rule 501 of  Regulation  D  promulgated  under the
Securities Act of 1933, as amended (the "SECURITIES ACT").

         1.5      The  Subscriber  acknowledges  that he has  significant  prior
investment  experience,  including  investment in non-listed and  non-registered
securities.  The  Subscriber has a sufficient net worth to sustain a loss of its
entire  investment  in the  Company in the event such a loss should  occur.  The
Subscriber's  overall commitment to investments which are not readily marketable
is  not  excessive  in  view  of  the   Subscriber's  net  worth  and  financial
circumstances  and the purchase of the Securities will not cause such commitment
to become excessive.  The Subscriber recognizes the highly speculative nature of
this investment.

         1.6      The Subscriber:  (i) if a natural person,  represents that the
Subscriber has reached the age of 21 and has full power and authority to execute
and deliver this  Subscription  Agreement  and all other  related  agreements or
certificates  and to carry out the  provisions  hereof  and  thereof;  (ii) if a
corporation,  partnership,  or  limited  liability  company or  partnership,  or
association,  joint stock company, trust,  unincorporated  organization or other
entity,  represents that such entity was not formed for the specific  purpose of
acquiring the Securities, such entity is duly organized, validly existing and in
good standing under the laws of the state of its organization,  the consummation
of the transactions contemplated hereby is authorized by, and will not result in
a violation of state law or its charter or other organizational  documents, such
entity has full power and  authority  to execute and deliver  this  Subscription
Agreement and all other related  agreements or certificates and to carry out the
provisions  hereof and  thereof  and to purchase  and hold the  Securities,  the
execution and delivery of this  Subscription  Agreement has been duly authorized
by all necessary action, this Subscription  Agreement has been duly executed and
delivered on behalf of such entity and is a legal,  valid and binding obligation
of  such  entity;  or  (iii)  if  executing  this  Subscription  Agreement  in a
representative  or  fiduciary  capacity,  represents  that it has full power and
authority to execute and deliver this  Subscription  Agreement in such  capacity
and on behalf of the subscribing individual,  ward, partnership,  trust, estate,
corporation,  or limited liability  company or partnership,  or other entity for
whom  the  Subscriber  is  executing  this  Subscription  Agreement,   and  such
individual,  partnership, ward, trust, estate, corporation, or limited liability
company  or  partnership,  or other  entity  has full right and power to perform
pursuant to this  Subscription  Agreement and make an investment in the Company,
and represents that this Subscription  Agreement  constitutes a legal, valid and
binding   obligation  of  such  entity.  The  execution  and  delivery  of  this
Subscription  Agreement  will not  violate  or be in  conflict  with any  order,
judgment, injunction,  agreement or controlling document to which the Subscriber
is a party or by which it is bound.

         1.7      The Subscriber  hereby  represents that the Subscriber and the
Subscriber's attorney, accountant,  purchaser representative and/or tax advisor,
if any  (collectively,  "ADVISORS")  have been  furnished  by the Company or the
Placement  Agent during the course of this  transaction  with the Memorandum and
with all information regarding the Company which the Subscriber and his Advisors
have requested or desired to know, subject in all cases to

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existing confidentiality obligations and applicable law; and that the Subscriber
and his Advisors  have been  afforded the  opportunity  to ask  questions of and
receive answers from duly authorized  officers or other  representatives  of the
Company and the  Placement  Agent  concerning  the terms and  conditions  of the
offering,  prior to the  execution of this  Subscription  Agreement and all such
questions have been answered to the full  satisfaction of the Subscriber and its
Advisors, if any.

         1.8      The Subscriber  hereby  acknowledges  that the offering of the
Securities  has not been filed with or reviewed by the  Securities  and Exchange
Commission  (the "SEC")  because of the Company's  representations  that this is
intended to be a  nonpublic  offering  pursuant to Section  4(2) and Rule 506 of
Regulation D promulgated  under the Securities  Act. The  Subscriber  represents
that the Securities are being purchased for his own account,  for investment and
not for  distribution  or resale to others except  pursuant to the  Registration
Rights Agreement  (defined in SECTION 4.3 below).  The Subscriber agrees that he
will not sell,  transfer or otherwise  dispose of any of the  Securities  unless
they are  registered  under the  Securities Act or unless an exemption from such
registration is available.

         1.9      The Subscriber  understands  that the Securities have not been
registered  under the Securities Act by reason of a claimed  exemption under the
provisions of the  Securities Act which  depends,  in part,  upon his investment
intention.  In  this  connection,  the  Subscriber  understands  that  it is the
position of the SEC that the  statutory  basis for such  exemption  would not be
present if his  representation  merely meant that his present  intention  was to
hold the Securities for a short period,  for a deferred sale, for a market rise,
assuming  that a market  develops  and is  maintained,  or for any  other  fixed
period.  The  Subscriber  realizes  that, in the view of the SEC, a purchase now
with an intent to resell would represent a purchase with an intent  inconsistent
with his  representation  to the Company,  and the SEC might regard such a sale,
transfer  or  disposition  as a  deferred  sale to which  the  exemption  is not
available.

         1.10     The  Subscriber  consents that the Company may, if it desires,
permit the transfer of the shares of Common Stock or Warrants by the  Subscriber
out of his name  only  when his  request  for  transfer  (except  for  transfers
pursuant to the Registration  Rights  Agreement) is accompanied by an opinion of
counsel reasonably  satisfactory to the Company that the proposed sale, transfer
or  disposition  does not result in a  violation  of the  Securities  Act or any
applicable  state  "blue  sky"  laws  (collectively,   "SECURITIES  LAWS").  The
Subscriber  agrees to hold the  Company,  the  Placement  Agent and any of their
respective  directors,  executive  officers  and  controlling  persons and their
respective  heirs,  representatives,  successors  and  assigns  harmless  and to
indemnify them against all liabilities, costs and expenses incurred by them as a
result of any sale, transfer or disposition of the Securities by the undersigned
Subscriber in violation of any Securities Laws or any misrepresentation herein.

         1.11     The  Subscriber  consents to the  placement of a legend on the
certificates   evidencing  the  shares  of  Common  Stock  and  the  instruments
evidencing  the Warrants  stating that they have not been  registered  under the
Securities Act and setting forth or referring to the  restrictions  on the sale,
transfer or disposition  thereof.  The Subscriber is aware that the Company will
make a notation in its appropriate  records with respect to the  restrictions on
the  sale,  transfer  or  disposition  of the  shares  of  Common  Stock and the
Warrants.

         1.12     The  Subscriber  acknowledges  and agrees  that the Company is
relying on the  Subscriber's  representations  contained  in this  Agreement  in
determining whether to accept this

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subscription. The Subscriber hereby gives the Company authority to call his bank
or place of  employment  or  otherwise  review  the  financial  standing  of the
Subscriber and it is further agreed that the Company  reserves the  unrestricted
right to reject or limit any subscription and to close the offer at any time.

         1.13     The    Subscriber    represents    and   warrants   that   all
representations  made by the  Subscriber  hereunder  are true and correct in all
material  respects  as of the  date of  execution  hereof,  and  the  Subscriber
covenants  that until the  closing  on the  Securities  subscribed  for he shall
inform the Company and the Placement Agent  immediately of any changes in any of
the representations provided by the Subscriber hereunder.

         1.14     The Subscriber is unaware of, is in no way relying on, and did
not become  aware of the offering of the  Securities  through or as a result of,
any form of general  solicitation  or  general  advertising  including,  without
limitation, any article, notice,  advertisement or other communication published
in any newspaper,  magazine or similar media or broadcast over television, radio
or over the Internet, in connection with the offering and sale of the Securities
and is not subscribing for Units and did not become aware of the offering of the
Units  through or as a result of any seminar or meeting to which the  Subscriber
was  invited  by,  or any  solicitation  of a  subscription  by,  a  person  not
previously  known to the Subscriber in connection with investments in securities
generally.

         1.15     The  Subscriber  has taken no action  which would give rise to
any claim by any person for  brokerage  commissions,  finders'  fees or the like
relating to this Subscription Agreement or the transactions  contemplated hereby
(other than  commissions to be paid by the Company to the Placement  Agent or as
otherwise described in the Memorandum).

         1.16     The  Subscriber  has  adequate  means  of  providing  for such
Subscriber's  current  financial needs and foreseeable  contingencies and has no
need for liquidity of the investment in the Securities for an indefinite  period
of time.

         1.17     The Subscriber is aware that an investment in the Common Stock
and Warrants  involves a number of very significant risks and has carefully read
and  considered  the matters set forth in the  Memorandum  and in particular the
matters under the caption "Risk Factors" therein.

         1.18     The   Subscriber    acknowledges   that   any   estimates   or
forward-looking  statements  included  in the  Memorandum  were  prepared by the
Company  in good  faith,  but  that the  attainment  of any  such  estimates  or
forward-looking statements cannot be guaranteed by the Company and should not be
relied upon.

         1.19     No oral or written  representations have been made, or oral or
written  information  furnished,  to the Subscriber or its Advisors,  if any, in
connection with the offering of the Units which are in any way inconsistent with
the information contained in the Memorandum.

         1.20     Within  five (5) days  after  receipt  of a  request  from the
Company or the Placement  Agent,  the Subscriber  shall provide such information
and deliver such documents as may reasonably be necessary to comply with any and
all laws and ordinances to which the Company or the Placement Agent are subject.

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<PAGE>

         1.21     The Subscriber's  substantive  relationship with the Placement
Agent or,  subagents  through  which the  Subscriber  is  subscribing  for Units
predates the Placement  Agent's or such  subagents'  contact with the Subscriber
regarding an investment in the Common Stock and Warrants.

         1.22     (For ERISA  plans only) The  fiduciary  of the ERISA plan (the
"PLAN")  represents that such fiduciary has been informed of and understands the
Company's investment objectives,  policies and strategies, and that the decision
to invest  "plan  assets"  (as such term is defined in ERISA) in the  Company is
consistent  with the  provisions of ERISA that require  diversification  of plan
assets and impose  other  fiduciary  responsibilities.  The  Subscriber  or Plan
fiduciary (a) is responsible  for the decision to invest in the Company;  (b) is
independent of the Company and any of its  affiliates;  (c) is qualified to make
such  investment  decision;  and (d) in making such decision,  the Subscriber or
Plan fiduciary has not relied primarily on any advice or  recommendation  of the
Company or any of its affiliates.

II.      REPRESENTATIONS AND WARRANTIES BY THE COMPANY

         The Company represents and warrants to the Subscriber as follows:

         2.1      The Company is a corporation  duly organized,  existing and in
good  standing  under  the laws of the  state of its  incorporation  and has the
corporate power to conduct its business.

         2.2      The execution,  delivery and  performance of this Agreement by
the Company has been duly approved by the Board of Directors of the Company.

         2.3      The  shares  of  Common  Stock  have  been  duly  and  validly
authorized  and, when issued in accordance  with the terms hereof,  will be duly
and  validly  issued,  fully paid and  non-assessable.  The Company has duly and
validly reserved,  out of its authorized and unissued Common Stock, for issuance
upon exercise of the Warrants a number of shares sufficient for such purposes.

III.     TERMS OF OFFERING

         3.1      The  subscription  period  will  begin as of March 1, 2005 and
will  terminate  upon  the  occurrence  of the  earlier  of  (a)  the  60th  day
thereafter,  unless extended by the Company and the Placement Agent for a period
of up to an additional 30 days, or (b) the Company's acceptance of subscriptions
for 100 Units  offered and the  receipt of payment  therefor  (the  "TERMINATION
DATE").

         3.2      The  Subscriber  hereby agrees to purchase the number of Units
from the Company set forth upon the signature  page hereof payable to the escrow
agent,  Signature  Bank,  by  check  in  the  amount  thereof  made  payable  to
"Continental Stock Transfer & Trust Co. AAF BIONOVO INC #11" or by wire transfer
of immediately  available funds as set forth in SECTION 1.1. If (i) Subscriber's
subscription  is  rejected in whole,  (ii) the  Offering  is  terminated  or the
Minimum Amount is not subscribed for and accepted, or (iii) the Subscriber shall
withdraw  the within  subscription  in  accordance  with  SECTION 3.4, all funds
received from the Subscriber will be returned without interest, penalty, expense
or deduction,  and this Subscription Agreement shall thereafter be of no further
force or effect. If Subscriber's subscription is rejected in part,

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the funds for the rejected portion of such subscription will be returned without
interest,  penalty,  expense or deduction and this  Subscription  Agreement will
continue in full force and effect to the extent such subscription was accepted.

         3.3      The Company has retained the Placement Agent to coordinate the
offering as the Company's exclusive  placement agent and financial advisor.  See
the Memorandum for a description  of the  compensation  payable to the Placement
Agent and other terms of the Offering.

         3.4      The  Company  will  deliver  to the  Subscriber  a  Memorandum
Supplement as  contemplated  by the  Memorandum.  This  Agreement and the within
subscription  may not be  revoked or  cancelled  after  receipt by the  Company;
PROVIDED  Subscriber  shall  have  three  (3)  days  following  receipt  of  the
Memorandum  Supplement  to withdraw this  Subscription  Agreement and the within
subscription without penalty.

IV.      CONDITIONS TO ACCEPTANCE OF SUBSCRIPTION

         The Company's  right to accept the  subscription  of the  Subscriber is
conditioned upon satisfaction of the following conditions precedent on or before
the date the Company accepts such  subscription (the "CLOSING DATE") (any or all
of which may be waived by the Subscriber in his sole discretion):

         4.1      On the Closing Date, no legal action, suit or proceeding shall
be pending which seeks to restrain or prohibit the transactions  contemplated by
this Agreement.

         4.2      The  closing  of  the  Reverse   Merger  (as  defined  in  the
Memorandum) shall occur concurrently with the acceptance of this subscription.

         4.3      The publicly-traded  company which is to acquire by merger the
business  of the  Company  shall  have  executed  and  delivered  a  counterpart
signature page to the Registration  Rights  Agreement  executed by Subscriber in
connection with the within subscription ("REGISTRATION RIGHTS AGREEMENT").

         4.4      The representations and warranties of the Company contained in
this  Agreement  shall have been true and correct on the date of this  Agreement
and shall be true and  correct  on the  Closing  Date as if made on the  Closing
Date.

V.       NOTICES TO SUBSCRIBERS

         5.1      THE SECURITIES HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES
ACT OR THE  SECURITIES  LAWS OF ANY  STATE  AND ARE  BEING  OFFERED  AND SOLD IN
RELIANCE ON EXEMPTIONS FROM THE REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT
AND SUCH LAWS. THE SECURITIES  HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC,
ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY  AUTHORITY,  NOR HAVE ANY OF
THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR
THE ACCURACY OR ADEQUACY OF THE MEMORANDUM.  ANY  REPRESENTATION TO THE CONTRARY
IS UNLAWFUL.

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         5.2      THE COMMON STOCK AND WARRANTS ARE SUBJECT TO  RESTRICTIONS  ON
TRANSFERABILITY  AND  RESALE  AND MAY NOT BE  TRANSFERRED  OR  RESOLD  EXCEPT AS
PERMITTED  UNDER THE  SECURITIES  ACT, AND  APPLICABLE  STATE  SECURITIES  LAWS,
PURSUANT TO REGISTRATION  OR EXEMPTION  THEREFROM.  SUBSCRIBERS  SHOULD BE AWARE
THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL  RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME.

VI.      MISCELLANEOUS

         6.1      All notices that are required or may be given pursuant to this
Agreement must be in writing and delivered  personally,  by a recognized courier
service,  by a  recognized  overnight  delivery  service,  or by  registered  or
certified mail, postage prepaid,  to the parties at the following  addresses (or
to the  attention  of such other  person or such other  address as any party may
provide to the other parties by notice in accordance with this section):  to the
Company,  Bionovo,  Inc. 2200 Powell Street,  Suite 675,  Emeryville,  CA 94608,
Attention:  Isaac Cohen,  telephone number (510) 601-2000; and to the Subscriber
at his address indicated on the last page of this Agreement.  Any such notice or
other  communication  will be deemed to have been  given and  received  (whether
actually received or not) on the day it is personally  delivered or delivered by
courier or overnight delivery service or, if mailed, when actually received.

         6.2      This  Agreement  shall not be  changed,  modified,  or amended
except by a writing signed by the parties to be charged,  and this Agreement may
not be discharged  except by  performance  in accordance  with its terms or by a
writing signed by the party to be charged.

         6.3      This Agreement  shall be binding upon and inure to the benefit
of the parties  hereto and to their  respective  heirs,  legal  representatives,
successors  and assigns.  This  Agreement  sets forth the entire  agreement  and
understanding  between the parties as to the subject  matter  thereof and merges
and supersedes all prior  discussions,  agreements and understandings of any and
every nature among them.

         6.4      This Agreement and its validity,  construction and performance
shall  be  governed  in all  respects  by the laws of the  State of  California,
without reference to its rules and principles governing conflicts of laws.

         6.5      This  Agreement  may be  executed  in  counterparts.  Upon the
execution and delivery of this Agreement by the Subscriber, this Agreement shall
become a binding  obligation of the  Subscriber  with respect to the purchase of
the Units as herein provided.

                               [Signatures follow]

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                            SUBSCRIBER SIGNATURE PAGE

         IN WITNESS  WHEREOF,  the  Subscriber  has executed  this  Subscription
Agreement as of the day and year first written above.

         Number of Units:
                                            ---------------------------

         Total Purchase Price
         ($100,000 x number of Units):
                                            ---------------------------

IF A LEGAL ENTITY:

Entity Name:                                         Tax ID No:
            ---------------------------------                  -----------------
By (signature):
               -----------------------------
Name (print):
             -------------------------------
Title:
      --------------------------------------

IF AN INDIVIDUAL:

                                    Social Security No:
----------------------------------                     -------------------------
Subscriber's Signature

---------------------------------
Printed Name of Subscriber

                                    Social Security No:
----------------------------------                     -------------------------
Co-Subscriber's Signature, if any

---------------------------------
Printed Name of Co-Subscriber

If more than one individual is purchasing, please check the applicable box:

    [ ]  Joint tenants, with right of survivorship
    [ ]  Tenants by the entirety
    [ ]  Tenants in common

MAILING ADDRESS OF SUBSCRIBER(S) (PLEASE PRINT OR TYPE):

Street Address:
                       --------------------------------
City, State, Zip Code:
                       --------------------------------
Telephone Number:
                       --------------------------------
Facsimile Number:
                       --------------------------------

<PAGE>

         IN  WITNESS  WHEREOF,  the  Company  has  accepted  and  executed  this
Subscription  Agreement of  _______________________  effective as of the day and
year first written above with respect to ______________ Units.


                                  BIONOVO, INC.



                                  By:_______________________________________
                                     Name:
                                     Title:


                                  Date of Execution: ______________, 2005