Exhibit
      10.28

    


    COLLEXIS
      HOLDINGS, INC.

     

    SUBSCRIPTION
      AGREEMENT

     

    Collexis
      Holdings, Inc.

    1201
      Main
      St., Suite 980

    Columbia,
      SC 29201

    Attn:
      William Kirkland

     

    Gentlemen:

     

    1. Subscription.

    


    1.1 Offering.
      The undersigned understands that Collexis Holdings, Inc., a corporation
      organized under the laws of the State of Nevada (the “Company”), is considering
      an investment/financing round of a maximum of $ and is offering (the “Offering”)
      to issue to certain accredited investors up to a total of shares of
      the
      common stock, par value $.001 per share (the “Shares”), of the
      Company for
      a
      price of $ per Share at the closing date, under the
      terms
      and conditions
      set
      forth in this
      Subscription Agreement. The minimum value of a subscription under this
      Subscription Agreement shall be $ per subscriber.

    


    1.2 Subscription
      & Acceptance.
      The
      undersigned (the “Subscriber”) hereby subscribes for
      _________________________________ (___________) Shares for an aggregate issuance
      price of $__________ on the terms and conditions described herein. The
      Subscriber hereby delivers to the Company two executed copies of this
      Subscription Agreement and an executed copy of the Questionnaire. Upon (i)
      the
      receipt of the amount indicated above (by bank wire to the bank account
      identified in the wire instructions set forth on the signature page of this
      Subscription Agreement) and (ii) acceptance of this subscription by Company,
      the
      Company agrees to have issued to the undersigned a certificate representing
      the
      Shares subscribed for registered in the name of the undersigned (the “Closing”),
      whereupon use of the funds by the Company shall be unrestricted. The Company
      shall promptly notify the Subscriber of the acceptance or non-acceptance of
      the
      Subscriber’s subscription and/or termination of the Offering. If this
      subscription is not accepted by the Company, and the Subscriber is notified
      thereof in writing, (i) this Subscription Agreement shall thereupon be deemed
      to
      be terminated by both the Subscriber and the Company and automatically be
      terminated at such date of written notification, (ii) the Company will return
      the subscription price to the Subscriber (if paid) without interest and (iii)
      neither the Subscriber nor the Company shall owe each other anything or be
      liable to the other in any respect.

    


    2. Representations,
      Warranties and Covenants of the Subscriber.

    


    2.1 Questionnaire.
      The
      Subscriber represents and warrants to the Company that the statements set forth
      on the Subscriber’s Questionnaire are true, correct and
      complete.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    2.2 Representations
      and Warranties.
      The
      Subscriber, by signing this Subscription Agreement, represents and warrants
      to
      the Company that:

    


    (a) All
      Shares issued to the Subscriber are being issued for the Subscriber’s own
      account (or for accounts for which the Subscriber has sole investment
      discretion) for investment, without any intention of selling, further
      distributing, or otherwise disposing of the Shares.

    


    (b) The
      Subscriber has been advised that none of the Shares are registered under the
      federal Securities Act of 1933, as amended (the “33 Act”), or any state
      securities laws. The Subscriber understands that the offering and sale of the
      Shares is intended to be exempt from registration under the 33 Act by virtue
      of
      Section 4(2) thereof and the provisions of Regulation D promulgated thereunder,
      based, in part, upon the representations, warranties and agreements of the
      Subscriber contained in this Subscription Agreement and the
      Questionnaire.

    


    (c) The
      Subscriber must bear the substantial economic risks of the investment in the
      Shares indefinitely because none of the Shares may be sold, hypothecated or
      otherwise disposed of until the undersigned can sell the Shares in compliance
      with Rule 144. The Shares will not be, and the Subscriber has no rights to
      require that the Shares be, registered under the Securities Act. 

    


    (d) The
      Subscriber understands that neither the Securities and Exchange Commission
      nor
      any state securities commission and/or authority has approved the Shares or
      passed upon or endorsed the merits of this Offering or confirmed the accuracy
      or
      determined the adequacy of any information provided by the Company to the
      Subscriber.

    


    (e) The
      Subscriber shall
      bear the
      Subscriber’s
      own
      direct and indirect fees and expenses incurred in connection with the
      negotiation and preparation of this Subscription Agreement and the consummation
      and performance of the transactions contemplated herein. The Subscriber shall
      (i) pay the
      Subscriber’s
      own
      brokers’ and/or finders’ fees,
      if
      any, and
      (ii)
      indemnify the Company for any broker’s or finder’s fees for which it
is
      responsible or claimed to be responsible.

    


    (f) In
      evaluating the suitability of an investment in the Company, the Subscriber
      has
      not relied upon any representation or other information (oral or written) other
      than as stated herein or as contained in documents or answers to questions
      furnished to the Subscriber by the Company.

    


    (g) The
      Subscriber is aware and understands that an investment in the Shares is a
      private equity investment, is subject to loss of part or the total of such
      investment (being the amount indicated in Section 1.2), and involves a high
      degree of risk and has asked such questions and reviewed such documents as
      the
      Subscriber deems necessary for evaluating such risk.

     

    
      
        
        

      

      
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    (h) The
      Subscriber does not presently have any reason to anticipate any change in the
      Subscriber’s economic circumstances or any other particular occasion or event,
      which would cause it to sell any of the Shares.

    


    (i) The
      Subscriber is fully aware that in agreeing to issue such Shares to it and in
      entering this Subscription Agreement, the Company is relying upon the truth
      and
      accuracy of the representations and warranties of the Subscriber made
      herein.

    


    (j) The
      Subscriber is experienced in investing in securities that have not been
      registered under the 33 Act or listed on an exchange, specifically early stage
      companies engaged in “high tech” or related businesses. The Subscriber has been
      granted the opportunity to ask questions of, and receive answers from, the
      Company concerning the terms and conditions of this Offering and the Company,
      and to obtain such additional information as it deems necessary to verify the
      accuracy of the information contained in the offering materials or which
      otherwise may be desired to make an informed investment decision. The Subscriber
      understands that the Company has made available all documents, records and
      books
      pertaining to this investment for inspection by the Subscriber’s attorney and/or
      the Subscriber’s accountant and the Subscriber, and that the Company will make
      available the books and records of the Company, upon reasonable notice, for
      inspection by the Subscriber at reasonable hours at the Company’s principal
      place of business.

    


    (k) Any
      certificate evidencing the Shares shall contain a legend similar to the
      following: 

    


    THE
      SECURITIES REPRESENTED HEREBY HAVE BEEN ISSUED AND SOLD IN RELIANCE UPON CERTAIN
      EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      “ACT”), AND IN RELIANCE ON EXEMPTIONS FROM REGISTRATION AVAILABLE UNDER
      APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE,
      SOLD OR TRANSFERRED AT ANY TIME IN THE ABSENCE OF (i) AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS IN EFFECT
      AT
      SUCH TIME; OR (ii) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, TO THE
      EFFECT THAT SUCH OFFER SALE OR TRANSFER AT ANY TIME WILL NOT VIOLATE THE ACT
      OR
      ANY APPLICABLE STATE SECURITIES LAWS.

     

    (l) Neither
      the Company nor its directors, officers, shareholders or employees, nor any
      other person, expressly or by implication, has represented, guaranteed or
      warranted to the undersigned as to any of the following: 

    


    (1) the
      Company’s future financial or operational performance; or

    (2) that
      the
      past performance of the Company or its related entities, directors, officers,
      shareholders or employees, will in any way indicate the results of the
      Company.

     

    
      
        
        

      

      
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    3. Representations,
      Warranties and Covenants of the Company.

    


    3.1 Organization
      and Existence.
      The
      Company is a corporation duly organized, validly existing and in good standing
      under the law of the State of Nevada. 

    


    3.2 Corporate
      Power.
      The
      Company (i) has all requisite corporate power and authority to own, lease and
      operate its properties and carry on its business as now being conducted and
      (ii)
      is duly qualified and in good standing to do business in each jurisdiction
      in
      which the nature of its business or the nature or location of its assets require
      such qualification and where the failure to be so qualified and in good standing
      would have a Material Adverse Effect on the Company. For purposes of this
      Agreement, “Material Adverse Effect” means, with respect to the Company, a
      materially adverse effect on the business, results of operations, financial
      condition, properties, assets or prospects of the Company.

    


    3.3 Due
      Authorization; Enforceability.
      The
      Company has all necessary corporate power and authority to enter into this
      Subscription Agreement and to consummate the transactions contemplated hereby,
      under the terms and conditions herein, including without limitation conditions
      precedent.

    


    3.4 Governmental
      Consents.
      Except
      as
      otherwise set forth in this Subscription Agreement, no
      consent, approval, order or authorization of, or registration, declaration
      or
      filing with, any court, administrative agency or commission or other
      governmental authority or instrumentality (each of the foregoing being a
“Governmental Entity”) is required with respect to the Company in connection
      with the execution and delivery of this Subscription Agreement by the Company
      or
      the consummation by the Company of the transactions contemplated hereby.


    3.5 Capitalization
      of the Company.
      The
      Company has two classes of stock authorized, consisting of 277,713,000 Shares
      and 10,000,000 shares of preferred stock, par value $.001 per share (the
“Preferred Stock”).
      Without giving effect to the Offering, the Company has outstanding Shares and
      no
      shares of Preferred Stock. There are outstanding options and warrants to issue
      approximately Shares. 

    


    4. Disclosure.

    


    This
      Offering is limited to certain accredited investors in reliance upon exemptions
      contained in the 33 Act and Regulation D promulgated thereunder and applicable
      state securities laws, as well as per the (other) terms and conditions set
      forth
      in this Subscription Agreement. Accordingly, the Company is offering the Shares
      utilizing this Subscription Agreement rather than a formal private offering
      memorandum. The Subscriber understands that this Subscription Agreement,
      together with information concerning the Company available in the EDGAR database
      on the Securities and Exchange Commission’s website, www.sec.gov,
      and any
      additional information or documents provided by the Company to the Subscriber,
      contains less information than would be included in a formal private offering
      memorandum. In making an investment decision, the Subscriber must rely on the
      Subscriber’s own examination of the Company (including without limitation the
      terms of the Offering), including the risks of the Offering as noted above
      and
      other risk factors described in the Company’s SEC filings.

     

    
      
        
        

      

      
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    5. Special
      Acknowledgements.
      

    


    (i)
      NEW
      YORK RESIDENTS

    


    THE
      OFFERING LITERATURE USED IN CONNECTION WITH THE OFFERING HAS NOT BEEN FILED
      WITH
      OR REVIEWED BY THE ATTORNEY GENERAL OF THE STATE OF NEW YORK PRIOR TO ITS
      ISSUANCE AND USE. THE ATTORNEY GENERAL OF NEW YORK HAS NOT PASSED ON OR ENDORSED
      THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS
      UNLAWFUL.

    


    (ii)
      CALIFORNIA RESIDENTS:

    


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

    


    (iii)
      CONNECTICUT RESIDENTS:

    


    THE
      SECURITIES OFFERED HEREBY ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION AND
      HAVE
      NOT BEEN REGISTERED UNDER SECTION 36-485 OF THE CONNECTICUT UNIFORM SECURITIES
      ACT. THE SECURITIES OFFERED HEREBY CANNOT, THEREFORE, BE RESOLD OR TRANSFERRED
      UNLESS THEY ARE REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM
      REGISTRATION IS AVAILABLE.

    


    6. Indemnification
      and Hold Harmless.

    


    (a) If
      during
      the term of this Subscription Agreement, the Subscriber breaches any of the
      agreements, representations or warranties which the Subscriber has made in
      this
      Subscription Agreement, the Subscriber shall indemnify and hold harmless the
      Company (and its employees, agents, and affiliates) against any claim,
      liability, loss, damage or expense (including reasonable attorneys’ fees and
      other costs of investigating and litigating claims) caused, directly or
      indirectly, by the Subscriber’s breach.

     

    
      
        
        

      

      
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    (b) If
      during
      the term of this Subscription Agreement, the Company breaches any of the
      agreements, representations or warranties which the Company has made in this
      Subscription Agreement, the Company shall indemnify and hold harmless the
      Subscriber (and the Subscriber’s employees, agents and affiliates) against any
      claim, liability, loss, damage or expense (including reasonable attorneys’ fees
      and other costs of investigating and litigating claims) caused, directly or
      indirectly, by the Company’s breach.

    


    7. Confidentiality.

    


    Information
      concerning the Company is highly confidential and has been provided by the
      Company to potential Subscribers solely for use in connection with this
      Offering. This Subscription Agreement is personal to each offeree and does
      not
      constitute an offer to any other person. The Subscriber, by accepting delivery
      of this Subscription Agreement, agrees not to disclose to anyone, other than
      his
      or her professional advisors, any information concerning the
      Company.

    


    8. Lock-up
      Provisions.

    


    The
      Subscriber hereby agrees that, without the prior written consent of the Company,
      during the period from the date the Subscriber acquires Shares under this
      Subscription Agreement until the first anniversary of such date (the “Lock-Up
      Period”), the Subscriber:

    


    (a) will
      not,
      directly or indirectly, offer, sell, agree to offer or sell, solicit offers
      to
      purchase, grant any call option or purchase any put option with respect to,
      pledge, borrow or otherwise dispose of any Shares purchased under this
      Subscription Agreement, and 

    


    (b) will
      not
      establish or increase any “put equivalent position” or liquidate or decrease any
“call equivalent position” with respect to any Shares purchased under this
      Subscription Agreement (in each case within the meaning of Section 16 of the
      Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules
      and regulations promulgated thereunder), or otherwise enter into any swap,
      derivative or other transaction or arrangement that transfers to another, in
      whole or in part, any economic consequences of ownership of any
      Shares
      purchased under this Subscription Agreement, whether or not such transaction
      is
      to be settled by delivery of Shares purchased under this Subscription Agreement,
      other securities, cash or other consideration; 

     

    provided,
      however,
      that
      the restrictions described in clauses (a) and (b) above do not apply to (x)
      transfers of Shares as a gift or for no consideration, provided that each donee
      agrees to be subject to the restrictions described in clauses (a) and (b) above;
      or (y) tenders of Shares made in response to a bona fide third party take-over
      bid made to all holders of Shares or any other acquisition transaction whereby
      all or substantially all of the Shares are acquired by a third party. The
      Subscriber hereby authorizes the Company during the Lock-Up Period to cause
      any
      transfer agent for the Shares to decline to transfer, and to note stop transfer
      restrictions on the stock register and other records relating to, the Shares
      purchased under this Subscription Agreement for which the undersigned is the
      record holder. 

     

    
      
        
        

      

      
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    9. Miscellaneous.

    


    9.1 Governing
      Law.
      This
      Subscription Agreement and the rights of the parties hereunder shall be governed
      by and construed in accordance with the laws of the State of New York applicable
      to agreements made and to be performed entirely within New York.

    


    9.2 Entire
      Agreement; Waiver.
      This
      Subscription Agreement constitutes the entire agreement between the parties
      and
      supersedes any prior agreements or understandings between them. This
      Subscription Agreement may not be modified in any manner unless in writing
      and
      signed by the party against whom enforcement thereof is sought. No waiver of
      any
      breach or condition of this Subscription Agreement shall be deemed a waiver
      of
      any subsequent breach or condition of a like or different nature.

    


    9.3 Binding
      Effect.
      This
      Subscription Agreement and all the terms and provisions hereof shall be binding
      upon and shall inure to the benefit of the parties hereto, and their respective
      successors and permitted assigns; provided that this Subscription Agreement
      may
      not be assigned by the Subscriber without the Company’s prior written
      consent.

    


    9.4 No
      Third Party Beneficiaries.
      The
      provisions of this Subscription Agreement and of any other agreement between
      the
      Company and the Subscriber are solely for the benefit of the Company and the
      Subscriber and may be changed, terminated or revoked in writing at any time
      by
      mutual agreement between the Company and the Subscriber without notice or
      liability to any other person.

    


    9.5 Further
      Assurances.
      Each of
      the parties hereto agrees to execute, acknowledge, deliver, file, record and
      publish such further certificates, instruments, agreements and other documents
      and to take all such further action as may be required by law or as may be
      necessary or appropriate in order to carry out the provisions of this
      Subscription Agreement.

    


    9.6 Counterparts.
      This
      Subscription Agreement may be executed in several counterparts, each of which
      shall be deemed an original but all of which shall constitute one and the same
      instrument.

    


    9.7 Section
      Headings.
      Section
      headings herein have been inserted for reference only and shall not be deemed
      to
      limit or otherwise affect, in any manner, or be deemed to interpret in whole
      or
      in part any of the terms or provisions of this Subscription
      Agreement.


    
      
        
        

      

      
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    EXECUTION
      PAGE

    


    IN
      WITNESS HEREOF, the Subscriber has executed this Subscription
      Agreement.

     

    SUBSCRIBER:

     

    Name (Print) __________________________________________________________________       

     

    
      	
              Address

            	 	 	 	 	 	 	 
	 	
              Street

            	 	
              City

            	 	
              State

            	 	
              Zip

            


    

    


    Social
      Security Number or Tax Identification
      Number:___________________________________________________________

    


    Number
      of
      Shares subscribed for:  ___________________

        

    Subscription
      Price   $__________________
      ($    per Share) 

     

    See
      wiring instructions below.


     

    Date______________________,
      2008

     

    

      
        	 	    

	 	
                Signature
                  of individual subscriber

              
	 	 
	 	
                OR

              
	 	 
	 	
                Entity
                  Name:

              
	 	 
	 	   

	 	 
	 	
                By:

              	 



      

       

      
        	 	
                Name:

              	 

	 	 
	 	
                Title:

              	 



      

    

    


    Wiring
      instructions for the abovementioned Subscription Price:

    


    National
      Bank of South Carolina

    Acct: 
      Collexis Holdings, Inc.

    ABA#
      053200666

    Acct#
      323591345904

     

    
      
        
        

      

      
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    Acknowledged
      and Accepted on__________________,
      2008

     

    COLLEXIS
      HOLDINGS, INC.

     

    
      	
              By:

            	
               

            	 
	 	
              William
                D. Kirkland, Chief Executive Officer

            	 


    

     

    
      
        
        

      

      
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    Be
      sure
      to send

    


    (1)
      two
      signed copies of this Subscription Agreement; and

    


    (2)
      a
      copy of the Questionnaire to:

    


    Collexis
      Holdings, Inc.

    William
      D. Kirkland, CEO

    1201
      Main
      Street

    Suite
      980

    Columbia,
      SC 29201

    Office:
      (803) 727 1113

    Fax:
      (803) 727 1118


    
      
        
        

      

      
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