Execution
Version

    

     

    THIS
SECURED PROMISSORY NOTE (THE “NOTE”) HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY
OTHER APPLICABLE FEDERAL OR STATE SECURITIES LAWS, AND HAS BEEN ISSUED AND SOLD
IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS,
INCLUDING, WITHOUT LIMITATION, THE EXEMPTION CONTAINED IN SECTION 4(2) OF THE
SECURITIES ACT.  THIS NOTE MAY NOT BE SOLD OR TRANSFERRED UNLESS (1) A
REGISTRATION STATEMENT HAS BECOME AND IS THEN EFFECTIVE WITH RESPECT TO SUCH
SECURITIES, (2) THIS NOTE IS TRANSFERRED PURSUANT TO RULE 144 PROMULGATED UNDER
THE SECURITIES ACT (OR ANY SUCCESSOR RULE) OR (3) THE COMPANY (AS HEREINAFTER
DEFINED) HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT, TO
THE EFFECT THAT THE PROPOSED SALE OR TRANSFER OF SUCH SECURITIES IS EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT AND ALL OTHER APPLICABLE FEDERAL OR STATE
SECURITIES LAWS.

    


    Secured
Promissory Note

    of

    OncoVista
Innovative Therapies, Inc.

    and

    OncoVista,
Inc.

    


    
      	
              January
      15, 2009

            	
              San
      Antonio, Texas

            


    

     

    OncoVista
Innovative Therapies, Inc., a Nevada corporation (“OIT”), and OncoVista,
Inc., a Delaware corporation (“OncoVista”, and collectively
with OIT, the “Company”), for value
received, hereby jointly and severally promises unconditionally to pay to the
order of The Lenders
identified in Annex A hereto or such person’s assigns (the “Holders”), at the respective
address set forth in Section 12 hereof, in lawful money of the United States of
America (“Dollars” or
“$”) and in immediately
available funds, the principal amount of not less than US$750,000 (the “Principal”), in full, on the
Maturity Date (as defined below), and unpaid Interest (as defined below) on
Maturity Date.

     

    The
following is a statement of the rights of the Holders and the conditions to
which this Note is subject, and to which the Holders hereof, by the acceptance
of this Note, agrees:

     

    1.            Definitions.  For
the purposes of this Note:

     

    “Affiliate(s)” means, with
respect to any given Person other than a partnership or limited liability
company, any other Person directly or indirectly through one or more
intermediaries controlling, controlled by or under common control with such
Person and with respect to a partnership, the partners of such partnership and
with respect to a limited liability company, the members of such limited
liability company.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    “Auditors” shall have the
meaning assigned to such term in Section 3(g).

     

    “Business Day” means any day
that is not a Saturday, Sunday or a legal holiday in the State of New
York.

     

    “Change in Control” means the
occurrence of the following: any person or group (as the terms “person” and
“group” are used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act)
other than the Company, any subsidiary of the Company (for purposes of this
Note, the term “subsidiary” shall include all direct and indirect subsidiaries),
or any employee benefit plan of the Company or any subsidiary of the Company,
becomes the beneficial owner of greater than 50% or more of the combined voting
power of the then outstanding securities of the Company or any subsidiary of the
Company entitled to vote generally in the election of directors.

     

    “Closing Date” means January
15, 2009.

     

    “Collateral” means all
existing and future assets of Company and its subsidiaries, tangible and
intangible, including, but not limited to cash and cash equivalents, accounts
receivable, inventories, other current assets, furniture, fixtures and
equipment, trademarks, trade names and other assets.

     

    “Common Stock” means the
common stock, par value $0.001 per share, of OIT.

     

    “Debtor Relief Laws” means all
liquidation, conservatorship, bankruptcy, assignment for the benefit of
creditors, moratorium, rearrangement, receivership, insolvency, reorganization,
or similar debtor relief laws of the United States or other applicable
jurisdictions from time to time in effect and affecting the rights of creditors
generally.

     

    “Environmental Laws” shall
have the meaning assigned to such term in Section 3(r).

     

    “ERISA” shall have the meaning
assigned to such term in Section 3(m)(ii).

     

    “Event of Default” shall have
the meaning assigned to such term in Section 6.

     

    “Exchange Act” means the
Securities Exchange Act of 1934, as amended.

     

    “Family Member” means, with
respect to any Person, any parent, spouse, child, brother, sister or any other
relative with a relationship (by blood, marriage or adoption) not more remote
than first cousin to such Person.

     

    “GAAP” means United States
generally accepted accounting principles applied on a consistent
basis.


    
      
         


      

      
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    “Governmental Authority” means
any United States federal, state, local, foreign or other court, governmental
department, commission, board, bureau, agency, instrumentality, authority,
regulatory body, court, administrative tribunal, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

     

    “Guarantee” means, as to any
Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing
or having the economic effect of guaranteeing any Indebtedness payable or
performable by another Person (the “primary obligor”) in any
manner, whether directly or indirectly, and including any obligation of such
Person, direct or indirect, (i) to purchase or pay (or advance or supply funds
for the purchase or payment of) such Indebtedness, (ii) to purchase or lease
property, securities or services for the purpose of assuring the obligee in
respect of such Indebtedness of the payment or performance of such Indebtedness,
(iii) to maintain working capital, equity capital or any other financial
statement condition or liquidity or level of income or cash flow of the primary
obligor so as to enable the primary obligor to pay such Indebtedness, or (iv)
entered into for the purpose of assuring in any other manner the obligee in
respect of such Indebtedness of the payment or performance thereof or to protect
such obligee against loss in respect thereof (in whole or in part), or (b) any
Lien on any assets of such Person securing any Indebtedness of any other Person,
whether or not such Indebtedness is assumed by such Person (or any right,
contingent or otherwise, of any holder of such Indebtedness to obtain any such
Lien).  The amount of any Guarantee shall be deemed to be an amount
equal to the stated or determinable amount of the related primary obligation, or
portion thereof, in respect of which such Guarantee is made or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof as
determined by the guaranteeing Person in good faith.  The term “Guarantee” as a verb has a
corresponding meaning.

     

    “Indebtedness” means, as to
any Person at a particular time, without duplication, all of the following,
whether or not included as indebtedness or liabilities in accordance with
GAAP:

     

    (a)          all
obligations of such Person for borrowed money and all obligations of such Person
evidenced by bonds, debentures, notes, loan agreements or other similar
instruments;

     

    (b)          all
direct or contingent obligations of such Person arising under letters of credit
(including standby and commercial), bankers’ acceptances, bank guaranties,
surety bonds and similar instruments;

     

    (c)           net
obligations of such Person under any swap contract;

     

    (d)          all
obligations of such Person to pay the deferred purchase price of property or
services (other than current trade accounts payable in the ordinary course of
business);

     

    (e)           indebtedness
secured by a Lien on property owned or being purchased by such Person (including
indebtedness arising under conditional sales or other title retention
agreements), whether or not such indebtedness shall have been assumed by such
Person or is limited in recourse;


    
      
         


      

      
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    (f)           capital
leases, operating leases and Synthetic Lease Obligations;

     

    (g)          all
obligations of such Person to purchase, redeem, retire, defease or otherwise
make any payment in respect of any equity interests in such Person or any other
Person or any warrants, rights or options to acquire such equity interests,
valued, in the case of redeemable preferred interests, at the greater of its
voluntary or involuntary liquidation preference plus accrued and unpaid
dividends; and

     

    (h)          all
Guarantees of such Person in respect of any of the foregoing.

     

    For all
purposes hereof, the Indebtedness of any Person shall include the Indebtedness
of any partnership or joint venture (other than a joint venture that is itself a
corporation or limited liability company) in which such Person is a general
partner or a joint venturer, unless such Indebtedness is expressly made
non-recourse to such Person.

     

    “Indemnified Liabilities”
shall have the meaning assigned to such term in Section 12.

     

    “Indemnitees” shall have the
meaning assigned to such term in Section 12.

     

     “Initial Interest Rate” shall
have the meaning assigned to such term in Section 2(b).

     

    “Insurance Policies” shall
have the meaning assigned to such term in Section 3(l).

     

    “Intellectual Property” shall
have the meaning assigned to such term in Section 3(n).

     

    “Interest” shall have the
meaning assigned to such term in Section 2(a).

     

    “Investment Company Act” shall
have the meaning assigned to such term in Section 3(o).

     

    “Issue Date” means January 15,
2009.

     

    “Junior Debt” shall have the
meaning assigned to such term in Section 4(b)(ii).

     

    “Knowledge” means the
knowledge of the management and officers of the Company after due
inquiry.

     

    “Last OIT Balance Sheet” shall
have the meaning assigned to such term in Section 3(j)(ii).

     

    “Lien” means any mortgage,
pledge, lien (statutory or other), security interest or other charge,
encumbrance of any kind, hypothecation, assignment, deposit arrangement,
preference, priority or other security interest or preferential arrangement of
any kind or nature whatsoever intended for security (including any conditional
sale or other title retention agreement, any easement, right of way or other
encumbrance on title to real property, and any financing lease having
substantially the same economic effect as any of the
foregoing).


    
      
         


      

      
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    “Material Adverse Effect”
means (a) a material adverse effect upon the business, condition (financial or
otherwise), operations, performance, properties or prospects of the Company
taken as a whole; (b) a material impairment of the rights and remedies of the
Holders under any Transaction Document, or of the ability of either OIT or
OncoVista to perform its obligations under any Transaction Document to which it
is a party; (c) a material adverse effect upon the legality, validity, binding
effect or enforceability against any of OIT or OncoVista of any Transaction
Document to which it is a party; or (d) a material impairment of the
Collateral.

     

    “Maturity Date” means the
earlier of (i) January __, 2010, (ii) the date upon which the Company
consummates a Qualified Financing and (iii) the acceleration of the maturity of
the Note in accordance with Section
2(b).

     

    “Maximum Rate” shall have the
meaning assigned to such term in Section 15.

     

    “Option Plan” shall have the
meaning assigned to such term in Section 3(f).

     

    “OTCBB” shall have the
meaning assigned to such term in Section 3(b)(i).

     

    “Person” means any individual,
corporation, limited liability company, partnership, firm, joint venture,
association, joint stock company, trust or other entity or organization,
including a government or political subdivision or an agency or instrumentality
thereof.

     

    “Proceeds” means all proceeds
of, and all other profits, products, rents or receipts, in whatever form,
arising from the sale, exchange, assignment or other disposition of
Collateral.

     

    “Qualified Financing” means
one or more financing, whether in the form of equity securities, Indebtedness,
derivative securities, or otherwise, the aggregate gross proceeds of which equal
or exceed $5,000,000.

    


    “Registration Rights
Agreement” means the registration rights agreement between OIT and the
Holders, substantially in the form attached hereto as Exhibit B, issued on
the Closing Date.

    


    “Related Parties” shall have
the meaning assigned to such term in Section 9(e).

    


    “SEC” means the United States
Securities and Exchange Commission.

     

    “SEC Documents” shall have the
meaning assigned to such term in Section 3(a)(i).


    
      
         


      

      
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    “Secured Obligations” means
all advances to, and debts, liabilities, obligations, performance obligations,
covenants and duties of, the Company arising under any Transaction Document or
otherwise with respect to the Note, whether direct or indirect (including those
acquired by assumption), absolute or contingent, due or to become due, now
existing or hereafter arising, including, without limitation, (i) to pay
Principal, Interest, charges, expenses, fees, attorneys’ fees and disbursements,
indemnities and other amounts payable by the Company under any Transaction
Document (including, without limitation, any Interest which accrues after the
commencement of any case, proceeding or other actions relating to the
bankruptcy, insolvency or reorganization of the Company and any other amounts
owing hereunder) on, the Note, (ii) all other amounts payable by the Company
under this Note (including expenses incurred in connection with the enforcement
of this Note) and (iii) the obligation of the Company to reimburse any amount in
respect of any of the foregoing obligations under the Transaction Document that
any Holder, in its sole discretion, may elect to pay or advance on behalf of the
Company.

     

    “Securities Act” means the
Securities Act of 1933, as amended.

     

    “Security Interest” means the
security interest of the Holders (including the initial Holders of this Note) in
the Collateral securing the Secured Obligations.

     

    “Subsidiaries” means, with
respect to any specified Person, any other Person (1) whose board of directors
or similar governing body, or a majority thereof, may presently by directly or
indirectly elected or appointed by such specified Person, (2) whose management decisions
and corporate actions are directly or indirectly subject to the present control
of such specified Person, or (3) whose voting securities or other interests
having ordinary voting power for the election of directors or other governing
body (other than securities or interests having such power only by reason of the
happening of a contingency) are more than 50% owned, directly or indirectly, or
the management of which is otherwise controlled, directly, or indirectly through
one or more intermediaries, or both, by such specified Person.

     

    “Synthetic Lease Obligation”
means the monetary obligation of a Person under (a) a so called synthetic,
off-balance sheet lease in which the lessee is contractually entitled to the tax
benefits of ownership of the leased assets, or (b) an agreement for the use or
possession of property creating obligations that do not appear on the balance
sheet of such Person but which, upon the insolvency or bankruptcy of such
Person, would be characterized as the Indebtedness of such Person (without
regard to accounting treatment).

     

    “Taxes” shall have the meaning
assigned to such term in Section 3(k)

     

    “Transaction Documents” means
the Warrants and the Registration Rights Agreement.

     

    “UCC” means the Uniform
Commercial Code as in effect on the date hereof in the State of Nevada (in the
case of OIT), or the State of Delaware (in the case of OncoVista); provided, that if by reason
of mandatory provisions of law, the perfection or the effect of perfection or
non-perfection of the Security Interest in any Collateral is governed by the
Uniform Commercial Code as in effect in a jurisdiction other than such
jurisdiction, “UCC” means the Uniform Commercial Code as in effect in such other
jurisdiction for purposes of the provisions hereof relating to such perfection
or effect of perfection or non-perfection.


    
      
         


      

      
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    “Warrants” means the common
stock purchase warrants, substantially in the form attached hereto as Exhibit A, issued on
the Closing Date.

     

    “Warrant Securities” shall
have the meaning assigned to such term in the Warrants.

     

    “Warrant Shares” shall have
the meaning assigned to such term in the Warrants.

     

    2.           
Payment of Principal
and Interest; Interest Rate and Prepayment.

     

    (a)           Payment of Principal and
Interest.  Upon the execution hereof, the Holders shall fund an
aggregate of $750,000 of the loan contemplated hereby.  On the
Maturity Date, the Company shall repay the Principal and all accrued and unpaid
Interest on the Note (“Interest”).  The
entire unpaid Principal and all accrued and unpaid Interest shall be paid in
Dollars on the Maturity Date.  Upon the payment in full of this Note,
including, without limitation, the Principal and all accrued and unpaid Interest
and any other amounts owing hereunder, the Holders shall surrender this Note to
the Company for cancellation.  Any amount borrowed under this Section
2 and subsequently repaid or prepaid may not be reborrowed.

     

    (b)           Interest
Rate.  Subject to Section 2(c) hereof, Interest, during the
period from the Issue Date through the Maturity Date, shall accrue on the
Principal of the Note at a rate equal to 10.0% per annum (“Initial Interest
Rate”).  Interest shall be computed on the basis of a 360-day
year applied to actual days elapsed.  Notwithstanding the foregoing
anything in this Note to the contrary, upon the occurrence, and during the
continuation, of an Event of Default, the Initial Interest Rate shall be
increased by 8.0% per annum to 18.0% per annum and shall be payable by the
Holders on demand.

     

    (c)           Prepayment.

     

    (i)           Optional. Upon
written notice to the Holders, the Principal may be prepaid by the Company at
any time without penalty, with Interest accrued hereunder to the date of such
prepayment without the consent of the Holder; provided, that such notice
must be received by the Holders not later than 11:00 a.m. EST ten (10) Business
Days prior to the date of prepayment; provided, further that the
aggregate Principal and Interest under the Note must be prepaid in full and not
in part.  Each such notice shall specify the date and amount of such
prepayment.  The Company shall make such prepayment and the payment
amount specified in such notice shall be due and payable on the date specified
therein.

     

    (ii)           Mandatory.  Upon
a Change of Control, the Company shall prepay, on the date such Change of
Control occurs, the aggregate amount of Principal and accrued Interest then
outstanding.

     

    3.            Representations, Warranties
and Covenants of the Company.  Except as set forth in any SEC
Document and the Disclosure Schedule attached as Exhibit C hereto, OIT
and OncoVista jointly and severally represent and warrant to the Holders as
follows:


    
      
         


      

      
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    (a)           (i)         
  The Common Stock has been registered under Section 12(g) of the
Exchange Act and OIT is subject to the periodic reporting requirements of
Section 13 of the Exchange Act.  The Company has made available to the
Holders true, complete, and correct copies of all forms, reports, schedules,
statements, and other documents required to be filed by OIT under the Exchange
Act, as such documents have been amended since the time of the filing thereof
(collectively, including all forms, reports, schedules, statements, exhibits,
and other documents filed by OIT therewith, the “SEC
Documents”).  The SEC Documents, including, without limitation,
any financial statements and schedules included therein, at the time filed or,
if subsequently amended, as so amended, (i) did not contain any untrue statement
of a material fact required to be stated therein or necessary in order to make
the statements therein not misleading and (ii) complied in all respects with the
applicable requirements of the Exchange Act and the applicable rules and
regulations thereunder.  Except as set forth in the Disclosure
Schedule, each current director and executive officer thereof has filed with the
SEC on a timely basis all statements required by Section 16(a) of the Exchange
Act and the rules and regulations thereunder.

    


    (ii)           The
Company maintains disclosure controls and procedures required by Rule 13a-15 or
15d-15 under the Exchange Act; such controls and procedures are effective to
ensure that:

    


    (A)         all
material information concerning the Company is made known on a timely basis to
the individuals responsible for the preparation of OIT’s filings with the SEC
and other public disclosure documents;

    


    (B)          transactions
are executed in accordance with management’s general or specific
authorizations;

    


    (C)          transactions
are recorded as necessary to permit preparation of financial statements in
accordance with GAAP and to maintain asset accountability;

    


    (D)     
    access to assets is permitted only in accordance with
management’s general or specific authorization; and

    


    (E)       
   the recorded accountability for assets is compared with the
existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.

    


    The
Company has made available or delivered to the Holders copies of, all written
descriptions of, and all policies, manuals and other documents promulgating,
such disclosure controls and procedures.  The books, records and accounts
of the Company accurately and fairly reflect, in reasonable detail, the
transactions in, and dispositions of, the assets of, and the results of
operations of, the Company all to the extent required by GAAP.

    


    (iii)          The
Chief Executive Officer and the Chief Financial Officer of OIT have signed, and
OIT has furnished to the SEC, all certifications required by Sections 302 and
906 of the Sarbanes-Oxley Act of 2002; such certifications contain no
qualifications or exceptions to the matters certified therein and have not been
modified or withdrawn (except as permitted by applicable laws or regulations);
and neither OIT nor any of its officers has received notice from any
governmental entity questioning or challenging the accuracy, completeness,
form or manner of filing or submission of such certifications.


    
      
         


      

      
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    (iv)         OIT
has made available to the Holders complete and correct copies of all
certifications filed with the SEC pursuant to Sections 302 and 906 of
Sarbanes-Oxley Act of 2002 and hereby reaffirms, represents and warrants to the
Holders the matters and statements made in such certificates.

    


    (b)          At
the date hereof:

    


    (i)           the
Common Stock is eligible to trade and be quoted on, and is quoted
on,  the over-the-counter Bulletin Board market maintained by The
Nasdaq Stock Market (the “OTCBB”) and has received no
notice or other communication indicating that such eligibility is subject to
challenge or review by the any applicable regulatory agency, electronic market
administrator, or exchange;

    


    (ii)          OIT
has and shall have performed or satisfied all of its undertakings to, and of its
obligations and requirements with, the SEC; and

    


    (iii)         OIT
has not, and shall not have taken any action that would preclude, or otherwise
jeopardize, the inclusion of the Common Stock for quotation on the
OTCBB.

     

    (c)           Except
as described in the SEC Documents, other than OncoVista, OIT has no Subsidiaries
or Affiliated corporations, nor does it own any interest in any other enterprise
(whether or not such enterprise is a corporation).  Each of OIT and
OncoVista has been duly organized and is validly existing as a corporation in
good standing under the laws of its respective jurisdiction of incorporation
with all requisite power and authority (corporate and other) to own, lease and
operate its respective properties and conduct its respective business as
described in the SEC Documents; except as otherwise disclosed in the SEC
Documents, the Company is duly qualified to do business as a foreign corporation
and is in good standing in each jurisdiction in which the ownership or leasing
of its properties or the conduct of its business requires such qualification,
except where the failure to be so qualified or be in good standing could not
reasonably be expected to have a Material Adverse Effect on its business,
prospects, condition (financial or otherwise), and results of operations of the
Company; no proceeding has been instituted in any such jurisdiction, revoking,
limiting or curtailing, or seeking to revoke, limit or curtail, such power and
authority or qualification; the Company is in possession of, and operating in
compliance with, all requisite authorizations, licenses, certificates, consents,
orders and permits from state, federal, foreign and other regulatory authorities
where its ownership, lease or operation of properties or the conduct of its
business requires such authorizations, licenses, certificates, consents, orders
and permits, all of which are valid and in full force and effect; neither OIT
nor OncoVista is in violation of its charter or bylaws or in default in the
performance or observance of any obligation, agreement, covenant or condition
contained in any material bond, debenture, note or other evidence of
Indebtedness, or in any material lease, contract, indenture, mortgage, deed of
trust, loan agreement, joint venture or other agreement or instrument to which
it is a party or by which it or its properties or assets may be bound, which
violation or default could reasonably be expected to have a Material Adverse
Effect on the business, prospects, financial condition or results of operations
of the Company; and neither OIT nor OncoVista is in violation of any law, order,
rule, regulation, writ, injunction, judgment or decree of any court, government
or governmental agency or body, domestic or foreign, having jurisdiction over
OIT or OncoVista or over its respective properties or assets, which violation
could reasonably be expected to have a Material Adverse Effect on the business,
prospects, financial condition or results of operations of the Company taken as
a whole.  The SEC Documents accurately describe any corporation,
association or other entity owned or controlled, directly or indirectly, by
OIT.


    
      
         


      

      
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    (d)          Each
of OIT and OncoVista has all requisite power and authority to execute, deliver,
and perform each of this Note and the Transaction Documents.  All
necessary proceedings of each of OIT and OncoVista have been duly taken to
authorize the execution, delivery, and performance of this Note and the
Transaction Documents thereby.  Each of this Note and the Transaction
Documents has been duly authorized, executed, and delivered by OIT and
OncoVista, as applicable, constitutes the legal, valid, and binding obligation
of OIT and OncoVista, as applicable, and is enforceable as to OIT and OncoVista,
as applicable, in accordance with its terms.  Except as otherwise set
forth in this Note, no consent, authorization, approval, order, license,
certificate, or permit of or from, or declaration or filing with, any federal,
state, local, or other governmental authority or any court or other tribunal is
required by the Company for the execution, delivery, or performance of this Note
or the Transaction Documents thereby, other than compliance with applicable
securities laws following the consummation of the transactions contemplated
hereby.  No consent, approval, authorization or order of, or
qualification with, any court, government or governmental agency or body,
domestic or foreign, having jurisdiction over OIT or OncoVista or over its
respective properties or assets is required for the execution and delivery of
this Note and the Transaction Documents and the consummation by the Company of
the transactions herein and therein contemplated, except such as may be required
under the Securities Act or under state or other securities or blue sky laws,
all of which requirements have been, or in accordance therewith will be,
satisfied in all material respects.  No consent of any party to any
material contract, agreement, instrument, lease, license, arrangement, or
understanding to which the OIT or OncoVista is a party, or to which its or any
of its respective businesses, properties, or assets are subject, is required for
the execution, delivery, or performance of this Note; and except as set forth in
the SEC Documents, the execution, delivery, and performance of this Note and the
Transaction Documents will not violate, result in a breach of, conflict with, or
(with or without the giving of notice or the passage of time or both) entitle
any party to terminate or call a default under, entitle any party to receive
rights or privileges that such party was not entitled to receive immediately
before this Note was executed under, or except as set forth in the SEC Documents
or the Disclosure Schedule create any obligation on the part of OIT or OncoVista
to which it was not subject immediately before this Note was executed under, any
term of any such material contract, agreement, instrument, lease, license,
arrangement, or understanding, or violate or result in a breach of any term of
the respective certificate of incorporation or respective by-laws of OIT
or  OncoVista (if the provisions of this Note are satisfied) violate,
result in a breach of, or conflict with any law, rule, regulation, order,
judgment, decree, injunction, or writ of any court, government or governmental
agency or body, domestic or foreign, having jurisdiction over OIT or OncoVista
or over its respective properties or assets.


    
      
         


      

      
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    (e)           Except
as set forth in the SEC Documents, there is not any pending or, to the best of
the Company’s Knowledge, threatened, action, investigation, suit, claim or
proceeding against OIT or any Subsidiaries thereof, or any of the officers of
OIT or any Subsidiaries or any of the respective properties, assets or rights of
OIT or any of its Subsidiaries, before any court, government or governmental
agency or body, domestic or foreign, having jurisdiction over OIT or any
Subsidiaries or over OIT’s or any Subsidiary’s respective officers or the
respective properties of OIT or any Subsidiaries, or otherwise that (i) could
reasonably be expected, either individually or in the aggregate, to result in a
Material Adverse Effect or might materially and adversely affect the properties,
assets or rights of OIT and its Subsidiaries taken as a whole, (ii) might
prevent OIT or OncoVista from entering into or consummating the transactions
contemplated by this Note or the Transaction Documents, (iii) questions the
validity of this Note or any of the other Transaction Documents or the right of
OIT or OncoVista to enter into such agreements or (iv) alleging violation of any
federal or state securities laws. Neither OIT nor OncoVista is a party to or
named in or subject to any order, writ, injunction, judgment, or decree of any
court, government agency or instrumentality.  There is no action,
suit, proceeding or investigation by OIT or any Subsidiaries currently pending
or that OIT or any Subsidiaries intends to initiate.

    


    (f)           As
of December 24, 2008, the authorized capital stock of OIT consists of
147,397,390 shares of Common Stock, of which 20,316,475 shares of Common Stock
are issued and outstanding (after giving effect to the issuance of 20,000 shares
of Common Stock pursuant to stock options held by an employee that have been
exercised), of which 3,500,000 shares are reserved for issuance pursuant to
OIT’s 2007 Stock Option Plan and 2007 Stock Option Plan for Independent and
Non-Employee Directors (collectively the “Option Plans”), and 2,942,706 shares as
reserved for issuances upon exercise of warrants and a convertible
note.  Each of such outstanding shares of Common Stock is duly
authorized and validly issued in compliance with applicable laws, and is fully
paid, and non-assessable, has not been issued and is not owned or held in
violation of any preemptive, subscription or similar right of
stockholders.  The outstanding shares of Common Stock and capital
stock of each of the Subsidiaries is duly and validly authorized, validly
issued, fully paid, and non-assessable, has not been issued and is not owned or
held in violation of any preemptive or similar right of
stockholders.  Except as set forth in the SEC Documents and in the
Disclosure Schedule, there is no commitment, plan, or arrangement to issue, and
no outstanding option, warrant, or other right calling for the issuance of, any
share of capital stock of, or any security or other instrument convertible into,
exercisable for, or exchangeable for capital stock of, OIT or any Subsidiary,
and, except as set forth in the SEC Documents, there is outstanding no security
or other instrument convertible into or exchangeable for capital stock of OIT or
any Subsidiary thereof.  The description of the OIT’s stock option,
stock bonus and other stock plans or arrangements, and the options or other
rights granted and exercised thereunder, set forth in the SEC Documents
accurately and fairly presents the information required to be shown with respect
to such plans, arrangements, options and rights under the Securities Act, the
Exchange Act, and the rules and regulations promulgated
thereunder.  Except as described in the SEC Documents, there are no
options or warrants or convertible or exchangeable securities of OIT or any of
its Subsidiaries outstanding at the Closing Date.  All capital stock
of the Company has been issued in compliance with all applicable federal and
state securities laws.


    
      
         


      

      
        -11-

        
          

        

      

      
         


      

    

    


    (g)          Berman
& Company P.A. examined the financial statements of OIT, together with
the related schedules and notes for the period from January 1, 2007 through
December 31, 2007,  Stan J.H. Lee, CPA examined the financial
statements of OIT, together with the related schedules and notes, for the period
from January 1, 2006 through December 31, 2006, and Armando C. Ibarra, CPA
examined the financial statements of OIT, together with the related schedules
and notes, for the period from January 1, 2005 through December 31, 2005
(collectively, the “Auditors”), filed with the
SEC as a part of the SEC Documents, are independent accountants within the
meaning of the Securities Act, the Exchange Act, and the rules and regulations
promulgated thereunder; and except as disclosed in the SEC Documents, the
consolidated audited financial statements of OIT, together with the related
schedules and notes, and the unaudited financial information, forming part of
the SEC Documents, fairly present and will fairly present the consolidated
financial condition, results of operations and cash flows of OIT at the
respective dates and for the respective periods to which they apply; and all
audited consolidated financial statements of OIT, together with the related
schedules and notes, and the unaudited consolidated financial information, filed
with the SEC as part of the SEC Documents, are in accordance with the books and
records of the OIT and complied and will comply as to form in all material
respects with applicable accounting requirements and with the rules and
regulations of the SEC with respect hereto when filed, have been and will be
prepared in accordance with GAAP consistently applied throughout the periods
involved except as may be otherwise stated therein (except as may be indicated
in the notes thereto or as permitted by the rules and regulations of the SEC)
and fairly present and will fairly present, subject in the case of the unaudited
consolidated financial statements, to customary year end audit adjustments, the
consolidated financial condition, results of its operations and cash flows of
OIT as at the dates thereof.  The procedures pursuant to which the
aforementioned financial statements have been audited are compliant with GAAP.
The selected and summary financial and statistical data included in the SEC
Documents present and will present fairly the information shown therein and have
been compiled on a basis consistent with the audited financial statements
presented therein.  No other financial statements or schedules are
required to be included in the SEC Documents.   The financial
statements referred to in this Section 3(g) contain all certifications and
statements required under the SEC’s Order, dated June 27, 2002, pursuant to
Section 21(a)(1) of the Exchange Act (File No. 4-460), Rule 13a-14 or 15d-14
under the Exchange Act, or 18 U.S.C. Section 1350 (Sections 302 and 906 of the
Sarbanes-Oxley Act of 2002) with respect to the report relating
thereto.  The forecasts and projections previously delivered to the
Holders by the Company and attached hereto as Schedule 3(g) have been prepared
in good faith and on the basis of assumptions that are fair and reasonable in
light of current and reasonably foreseeable circumstances.

    


    (h)          Since
September 30, 2008 and except as disclosed in the SEC Documents and the
Disclosure Schedule:


    
      
         


      

      
        -12-

        
          

        

      

      
         


      

    

    


    (i)           There
has not been any event, violation or other matter that could, individually or in
the aggregate, reasonably be expected to have a Material Adverse
Effect;

     

    (ii)          Neither
OIT nor any Subsidiary thereof has authorized, declared, paid, set aside or
effected any dividend or liquidating or other distribution in respect of its
capital stock or any direct or indirect redemption, purchase, or other
acquisition of any stock of OIT or any Subsidiary thereof;

    


    (iii)         There
has not been any sale, assignment, pledge, encumbrance, transfer or other
disposition of any tangible asset of the Company (other than in the ordinary
course of business consistent with past practice), or any sale, assignment,
transfer or other disposition of any Intellectual Property of the Company (other
than in the ordinary course of business and consistent with past
practice);

    


    (iv)         There
has not been any resignation or termination of any key employee or group of
employees of the OIT or any of its Subsidiaries;

     

    (v)          There
has not been any creation of any Lien on any property of the OIT or any of its
Subsidiaries except for Liens in existence on the date of this Note that have
been incurred in the ordinary course of business;

     

    (vi)         There
has not been any write-downs of the value of any asset of the OIT or any of its
Subsidiaries or any write-off as uncollectible of any accounts or notes
receivable or any portion thereof except in the ordinary course of business and
in a magnitude consistent with historical practice;

     

    (vii)        There
has not been any cancellation of any debts or claims or any amendment,
termination or waiver of any rights of OIT or any of its Subsidiaries except for
those that could not reasonably be expected to have a Material Adverse
Effect;

     

    (viii)       There
has not been any capital expenditure or commitment or addition to property,
plant or equipment of OIT or any of its Subsidiaries in excess of $50,000
individually or $100,000 in the aggregate except, in the case of OIT, to its
Subsidiaries; and

     

    (vix)       The
operations and businesses of OIT and its Subsidiaries have been conducted in all
respects only in the ordinary course.

    


    (i)           Subsequent
to the respective dates as of which information is given in the SEC Documents,
there has not been (i) any material adverse change in the consolidated business,
prospects, financial condition or results of operations of OIT and its
Subsidiaries taken as a whole, (ii) any transaction committed to or consummated
that is material to OIT and its Subsidiaries taken as a whole, (iii) any
obligation, direct or contingent, that is material to OIT and its Subsidiaries
taken as a whole incurred thereby, (iv) any change in the capital stock or
outstanding Indebtedness of OIT or any of its Subsidiaries that is material to
OIT and the Subsidiaries taken as a whole, (v) any dividend or distribution of
any kind declared, paid, or made on the capital stock of OIT, or (vi) any loss
or damage (whether or not insured) to the property of OIT or any Subsidiary
which has a Material Adverse Effect.


    
      
         


      

      
        -13-

        
          

        

      

      
         


      

    

    


    (j)           (i)           
Neither OncoVista, nor any Subsidiary, owns any legal or equitable interest in
any real property.  OncoVista and each Subsidiary has good title to
all other properties and assets material thereto, used in its business or owned
by it (except real and other properties and assets as are held pursuant to
leases or licenses described in the SEC Documents), free and clear of all Liens,
mortgages, security interests, pledges, charges, and encumbrances.

    


    (ii)          All
accounts and notes receivable reflected in the OIT consolidated balance sheet as
of September 30, 2008 (“Last
OIT Balance Sheet”), or arising since the date of the Last OIT Balance
Sheet, have been collected, or are and will be good and collectible, in each
case at the aggregate recorded amounts thereof without right of recourse,
defense, deduction, return of goods, counterclaim, offset, or set off on the
part of the obligor, and, if not collected, can reasonably be anticipated to be
paid within 60 days of the date incurred.

    


    (iii)         All
inventory of raw materials and work in process of OIT and its Subsidiaries is
usable, and all inventory of finished goods is good and marketable, on a normal
basis in the existing product lines of OIT and its Subsidiaries.  All
inventory is merchantable and fit for the particular purpose for which it is
intended.

    


    (iv)         All
properties and assets owned by OIT and its Subsidiaries are reflected on the
Last OIT Balance Sheet (except for acquisitions subsequent to the Last OIT
Balance Sheet Date and prior to the date hereof).  All real and other
tangible properties and assets owned by OIT or any Subsidiary or leased or
licensed thereby from or to a third party are in good and usable condition
(reasonable wear and tear which is not such as to affect adversely the operation
of the business of OIT and its Subsidiaries excepted).

    


    (v)          To
the best of the Company’s Knowledge, no real property owned by OIT or any
Subsidiary thereof or leased or licensed thereby from or to a third party lies
in an area which is, or will be, subject to zoning, use, or building code
restrictions which would prohibit, and, to the best of the Company’s Knowledge,
no state of facts relating to the actions or inaction of another person or
entity or his or its ownership, leasing, or licensing of any real or personal
property exists or will exist which would prevent, the continued effective
ownership, leasing, or licensing of such real property in the businesses in
which OIT and its Subsidiaries is now engaged or the respective businesses in
which it contemplates engaging. Each of OIT and its Subsidiaries has valid
leasehold interest in all real property and interests in real property leased by
it free and clear of all Liens. There exists no default, or any event which upon
notice or the passage of time, or both, would give rise to any default, in the
performance of the Company or, to the Knowledge of the Company, by any lessor
under any lease of real property.

    


    (vi)         The
properties and assets owned by OIT and its Subsidiaries (other than those leased
or licensed thereby to a third party) or leased or licensed thereby from a third
party constitute all such properties and assets which are necessary to the
respective businesses of OIT and its Subsidiaries as presently conducted or as
it contemplates conducting.


    
      
         


      

      
        -14-

        
          

        

      

      
         


      

    

    


    (k)           Neither
OIT nor OncoVista has any liability of any nature, accrued or contingent,
including, without limitation, liabilities for federal, state, local, or foreign
taxes and penalties, interest, and additions to tax (“Taxes”).  Without
limiting the generality of the foregoing, the amounts set up as provisions for
Taxes, if any, in the Last OIT Balance Sheet are sufficient for all accrued and
unpaid Taxes of OIT, whether or not due and payable and whether or not disputed,
under tax laws, as in effect on the date of the Last OIT Balance Sheet or now in
effect, for the period ended on such date and for all fiscal periods prior
thereto.  The execution, delivery, and performance of this Note and
the Transaction Documents by OIT and OncoVista, as applicable, will not cause
any Taxes to be payable or cause any Lien, charge, or encumbrance to secure any
Taxes to be created either immediately or upon the nonpayment of any
Taxes.  The Internal Revenue Service has audited and settled or the
statute of limitations has run upon all federal income tax returns of OIT and
OncoVista for all taxable years up to and including the taxable year ended
December 31, 2001.  OIT has filed all federal, state, local, and
foreign tax returns required to be filed by it; has made available to the
Holders a true and correct copy of each such return which was filed in the past
six years; has paid (or has established on the Last OIT Balance Sheet a reserve
for) all Taxes, assessments, and other governmental charges payable or
remittable by it or levied upon it or its properties, assets, income, or
franchises which are due and payable; and has made available to the Holders a
true and correct copy of any report as to adjustments received by it from any
taxing authority during the past six years and a statement as to any litigation,
governmental or other proceeding (formal or informal), or investigation pending,
threatened, or in prospect with respect to any such report or the subject matter
of such report.  OIT has paid all taxes payable thereby due on or
prior to the date hereof.

    


    (l)            Except
as described in the SEC Documents, neither OIT nor OncoVista has any insurance;
neither AVUG nor Acquisition has at any time been refused any insurance coverage
sought or applied for. All insurance policies of the Company are in the name of
OIT or its Subsidiaries, are outstanding and in full force and effect, and all
premiums due with respect to such policies are currently
paid.  Neither OIT nor its Subsidiaries have received notice of
cancellation or termination of any such policy, nor has it been denied or had
revoked or rescinded any policy of insurance, nor has it borrowed against any
such policies.  There are and have been no claims in the last five
years for which an insurance carrier has denied or threatened to deny
coverage.  OIT and its Subsidiaries carry, or are covered by,
insurance with companies that the Company believes as of the date of this
Agreement to be financially sound and reputable in such amounts with such
deductibles and against such risks and losses as are reasonable for the business
and assets of the Company.

    


    (m)          (i)           No
labor disturbance by the employees of OIT or any Subsidiary thereof exists or,
to the best of the Company’s Knowledge, is imminent.  The Company is
not aware of any existing or imminent labor disturbance by the employees of any
principal suppliers or customers of OIT or any Subsidiaries that could
reasonably be expected to result in any Material Adverse Effect.  No
collective bargaining agreement exists with any of OIT’s or any Subsidiary’s
employees and, to the best of the Company’s Knowledge, no such agreement is
imminent.

    



    
      
         


      

      
        -15-

        
          

        

      

      
         


      

    


    (ii)          The
Company does not contribute to, and has never contributed to, any pension,
profit-sharing, retirement, savings, deferred compensation, other incentive
plan, or any other type of  “employee benefit plan” within the meaning
of Section 3(3) of the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”) or
“pension plan” (as defined in ERISA) and except as set forth in the SEC
Documents and subject to any applicable law or regulation, the Company does not
have any obligation to or customary arrangement with key employees for bonuses,
incentive compensation, vacations, severance pay, sick pay, sick leave, group
insurance, service award, relocation, disability, tuition refund, other welfare
plan, or other benefits, whether oral or written that could reasonably be
expected to have a Material Adverse Effect.

    


    (iii)         The
consummation of the transactions contemplated by this Note and the Transaction
Documents will not (A) entitle any employee or independent contractor of the
Company to severance pay or termination benefits, (B) accelerate the time of
payment or vesting, or increase the amount of compensation due to any such
employee or former employee or independent contractor, (C) obligate the Company
or any of its Affiliates to pay or otherwise be liable for any compensation,
vacation days, pension contribution or other benefits to any employee,
consultant, agent or independent contractor of the Company for periods before
the date hereof, or (D) result in any “parachute payment” (within the meaning of
Section 280G of the Internal Revenue Code) under any “employee benefit
plan”.

     

    (n)          OIT
and its Subsidiaries owns or possess the right to use all patents, patent
rights, inventions, trade secrets, know-how, trademarks, service marks, trade
names, logos, or copyrights (collectively “Intellectual Property”) to
conduct its business as described in the SEC Documents.  The Company has
not received any notice (oral or written) of, or has Knowledge of, any
infringement of or conflict with asserted rights of the Company by others with
respect to any patents, patent rights, inventions, trade secrets, know-how,
trademarks, service marks, trade names, logos, or copyrights described or
referred to in the SEC Documents as owned by or used by it; and neither OIT nor
any Subsidiaries thereof has received any notice of, or has Knowledge of, any
infringement of, or conflict with, asserted rights of others with respect to any
patents, patent rights, inventions, trade secrets, know-how, trademarks, service
marks, trade names, logos, or copyrights described or referred to in the SEC
Documents as owned by or used by it or which, individually or in the aggregate,
in the event of an unfavorable decision, ruling or finding could reasonably be
expected to have a Material Adverse Effect.

    


    (o)           The
Company has been advised concerning the Investment Company Act of 1940, as
amended (the “Investment
Company Act”), and the rules and regulations thereunder, and has in the
past conducted, and intends in the future, to conduct its affairs in such a
manner as to ensure that it is not and will not become an “investment company”
or a company “controlled” by an “investment company” within the meaning of the
Investment Company Act and such rules and regulations.

    


    (p)           (i)           Neither
OIT nor any of its Subsidiaries have, and no person or entity acting on behalf
or at the request of OIT or any of its Subsidiaries has, at any time during the
last five years (i) made any unlawful contribution to any candidate for foreign
office or failed to disclose fully any contribution in violation of law, or (ii)
made any payment to any federal or state governmental officer or official, or
other person charged with similar public or quasi-public duties, other than
payments required or permitted by the laws of the United States or any other
applicable jurisdiction.


    
      
         


      

      
        -16-

        
          

        

      

      
         


      

    

    


    (ii)           Neither
OIT or any Subsidiary thereof, nor any director, officer, agent, employee, or
other person associated with, or acting on behalf of, OIT or any Subsidiary
thereof, has, directly or indirectly: used any corporate funds for unlawful
contributions, gifts, entertainment, or other unlawful expenses relating to
political activity; made any unlawful payment to foreign or domestic government
officials or employees or to foreign or domestic political parties or campaigns
from corporate funds; violated any provision of the Foreign Corrupt Practices
Act of 1977, as amended; or made any bribe, rebate, payoff, influence payment,
kickback, or other unlawful payment.

    


    (iii)          Neither
OIT or any Subsidiary thereof, nor any officer, director or Affiliate of OIT or
any Subsidiary thereof, has been, within the five years prior to the date
hereof, a party to any bankruptcy petition against such person or against any
business of which such person was affiliated; convicted in a criminal proceeding
or subject to a pending criminal proceeding (excluding traffic violations and
other minor offenses); subject to any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting their involvement in any type of business, securities or
banking activities; or found by a court of competent jurisdiction in a civil
action, by the SEC or the Commodity Futures Trading Commission to have violated
a federal or state securities or commodities law, and the judgment has not been
reversed, suspended or vacated.

    


    (q)           Neither
OIT nor any Subsidiary thereof has taken, and no person acting on behalf
thereof, has taken or will take, directly or indirectly, any action designed to,
or that might reasonably be expected to cause or result in, stabilization in
violation of law, or manipulation, of the price of the Common
Stock.

    


    (r)            OIT
and the Subsidiaries thereof are in compliance in all material respects with all
rules, laws and regulations relating to the use, treatment, storage and disposal
of toxic substances and protection of health or the environment (“Environmental Laws”) that are
applicable to its business. Neither OIT nor any Subsidiary thereof has received
notice from any governmental authority or third party of an asserted claim under
Environmental Laws, which claim is required to be disclosed in the SEC
Documents. To the best Knowledge of the Company, neither OIT nor any Subsidiary
thereof is likely to be required to make future material capital expenditures to
comply with Environmental Laws. No property which is owned, leased or occupied
by OIT or any Subsidiary thereof has been designated as a Superfund site
pursuant to the Comprehensive Response, Compensation, and Liability Act of 1980,
as amended (42 U.S.C. § 9601, et seq.), or otherwise
designated as a contaminated site under applicable state or local law. Neither
OIT nor any Subsidiary thereof is in violation of any federal or state law or
regulation relating to occupational safety or health.

    


    (s)           Except
as disclosed in the SEC Documents, there are no contracts, agreements,
outstanding loans, advances or guarantees of Indebtedness or other arrangements
providing for the furnishing of services by, or rental of real or personal
property from, or otherwise requiring payments to, OIT or any Subsidiary thereof
to, or for the benefit of, any of the current or former officers, directors, or
director-nominees of any of the foregoing or any of the members of the families
of any of them.


    
      
         


      

      
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    (t)           The
Company has not incurred any liability, direct or indirect, for finders' or
similar fees on behalf of or payable by the Company in connection with the
transactions contemplated hereby and the Transaction Documents.

    


    (u)                         OIT
and the Subsidiaries thereof are in compliance with, and is not in violation of,
applicable federal, state, local or foreign statutes, laws and regulations
(including without limitation, any applicable building, zoning or other law,
ordinance or regulation) affecting its respective properties or the operation of
its business, including, without limitation, Sarbanes-Oxley Act of 2002 and the
rules and regulations promulgated pursuant thereto or
thereunder.  Neither OIT nor any Subsidiary thereof is subject to any
order, decree, judgment or other sanction of any court, administrative agency or
other tribunal.

    


    (v)           The
Company has made available to the Holders the certificate of incorporation (or
other charter document) and by-laws of each of OIT and OncoVista and all
amendments thereto, as presently in effect, certified by the Secretary of such
corporation.  To the best of the Company’s Knowledge, none of OIT,
OncoVista, or any other party to any material contract, agreement, instrument,
lease, or license is now or expects in the future to be in violation or breach
of, or in default with respect to complying with, any term thereof, and each
such material contract, agreement, instrument, lease, or license is in full
force and is (to the best of the Company’s Knowledge in the case of third
parties) the legal, valid, and binding obligation of the parties thereto and
(subject to applicable Debtor Relief Laws and other laws affecting the
enforceability of creditors’ rights generally) is enforceable as to them in
accordance with its terms.  The Company is not party to or bound by
any contract, agreement, instrument, lease, license, arrangement, or
understanding, or subject to any charter or other restriction, which has had or,
to the best of the Company’s Knowledge, could reasonably be expect to have a
Material Adverse Effect.  Except as disclosed in the SEC Documents, to
the Knowledge of the Company, neither OIT nor OncoVista has engaged within the
last five years in, is engaging in, or intends to engage in any transaction
with, or has had within the last five years, now has, or intends to have any
contract, agreement, instrument, lease, license, arrangement, or understanding
with, any stockholder of the Company, any director, officer, or employee of the
Company, any relative or Affiliate of any stockholder of the Company, any such
director, officer, or employee, or any other corporation or enterprise in which
any stockholder of the Company, any such director, officer, or employee, or any
such relative or Affiliate then had or now has a 5% or greater equity or voting
or other substantial interest.  The stock ledgers and stock transfer
books and the minute book records of OIT and OncoVista relating to all issuances
and transfers of stock thereby and all proceedings of the stockholders and the
Board of Directors and committees thereof since their respective incorporations
made available to Holder are the original stock ledgers and stock transfer books
and minute book records of OIT and OncoVista, as applicable, or exact copies
thereof.  Neither OIT nor OncoVista is in violation or breach of, or
in default with respect to, any term of its respective certificate of
incorporation (or other charter document) or by-laws.


    
      
         


      

      
        -18-

        
          

        

      

      
         


      

    

    


    (w)              The
shares of Common Stock to be issued upon exercise of, and in accordance with,
the Warrants shall be validly authorized and, when the shares of Common Stock
have been duly delivered pursuant to the terms of the Warrant, such shares of
Common Stock will be validly issued, fully paid, and nonassessable.

    


    (x)               No
representation or warranty by the Company in this Note, in the Transaction
Documents or in any certificate or schedule furnished or to be furnished by or
on behalf of the Company to the Holders contains an untrue statement of material
fact or omits to state a material fact required to be stated therein or
necessary to make the statements made not misleading.  Notwithstanding
the foregoing, such representations and warranties by the Company shall be
deemed to comply with, and not be in breach or contravention of, or in default
with respect to the immediately preceding sentence to the extent that such
representations and warranties shall on the date hereof be untrue in any
material respect or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading as a result of any
transaction contemplated hereby or in connection herewith or necessary in order
to fully and fairly provide the information required to be provided in any such
document, certificate or schedule. To the Company’s Knowledge, there is no fact
which the Company has not disclosed to the Holders in writing which has, or
could reasonably be expect to have, a Material Adverse Effect or which will
affect the ability of the Company to perform its obligations under the
Transaction Documents or its obligations in respect of the Warrant
Shares.

    


    4.           Covenants of the
Company.

     

    (a)          Affirmative
Covenants.  The Company covenants and agrees with the Holders
as follows, to:

     

    (i)       
    Preserve, renew and maintain in full force and effect
its legal existence as a corporation and in good standing in the jurisdiction of
its incorporation, and qualify and remain qualified as a corporation in each
jurisdiction in which such qualification is required;

     

    (ii)         
 (A) Maintain, keep and preserve adequate records and books of account, in
which full, true and complete entries will be made in accordance with generally
accepted accounting principles (with a reconciliation to GAAP), reflecting all
financial transactions and matters involving the assets and business of the
Company; and (B) maintain such books of record and account in material
conformity with all applicable requirements of any Governmental Authority having
regulatory jurisdiction over the Company;

     

    (iii)      
   Deliver to the Holders, in form and detail reasonably
satisfactory to the Holders:

     

      (A)          promptly
after any request by any Holder copies of any detailed audit reports, management
letters or recommendations submitted to the board of directors (or the audit
committee of the board of directors) of OIT or any of the Subsidiaries by
independent accountants in connection with the accounts or books of OIT or any
of the Subsidiaries, or any audit of any of them;


    
      
         


      

      
        -19-

        
          

        

      

      
         


      

    

     

      (B)           promptly
after the furnishing thereof, copies of any statement or report furnished to any
holder of debt securities of OIT or any of the Subsidiaries pursuant to the
terms of any indenture, loan or credit or similar agreement and not otherwise
required to be furnished to the Holders pursuant to any other clause of this
Section 4(a);

     

     
(C)           promptly,
such additional information regarding the business, financial or corporate
affairs of OIT or any of the Subsidiaries, or compliance with the terms of the
Transaction Document, as the Holders may from time to time reasonably
request;

     

    (iii)          Subject
to the terms and conditions stated herein, maintain keep and preserve all
Collateral (tangible and intangible) necessary or useful in the proper conduct
of its business in good working order and condition, ordinary wear and tear
excepted;

     

    (iv)          Maintain,
keep and preserve with respect to the Collateral accurate records that are as
complete and comprehensive as those customarily maintained by others engaged in
the same business and make available to the Holders or their representatives, at
the Company’s sole cost and expense, on the Holders’ reasonable advance request,
all books, records, contracts, notes and all other information and data of every
kind relating to its business and the Collateral.  The Holders shall
have the right to examine all such books, records, contracts and other
information and to make abstracts therefrom or copies thereof at any time and
from time to time upon reasonable advance notice to the Company.  At
any time or times that the Holders may reasonably request in advance, the
Company will, at its cost and expense, prepare a list or lists in such form as
shall be satisfactory to the Holders, certified by duly authorized officers,
describing the Collateral in such detail as the Holders shall require and
specifying the location of such Collateral and the records pertaining thereto,
and permit the Holders to inspect such Collateral or any part thereof at the
Company’s cost and expense at such place as the Collateral may be held or
located or at such other reasonable place chosen by the Holder; provided,
however, that when an Event of Default exists the Holders (or any of their
respective representatives or independent contractors) may do any of the
foregoing at the expense of the Company at any time during normal business hours
and without advance notice.  The Company shall promptly notify the
Holders of any material setoff, claims (including with respect to material
environmental claims), withholdings or other defenses to which any of the
Collateral, or any of the Holders’ rights with respect to the Collateral, in any
material respect, are subject;

     

    (v)       
   Continue to conduct in an efficient and economical manner a
business of the same general type as conducted by the Company on the date of
this Note;

     

    (vi)         
Comply in all material respects with all applicable laws, rules, regulations,
injunctions, decrees, writs and orders;

     

    (vii)         At
the Company’s sole cost and expense, upon request by the Holders and in any
event at least once every month, permit the Holders or any agent or
representative thereof to examine, audit and make copies of and abstracts from
the records and books of account of, and inspect the Collateral and properties
of the Company and to discuss the affairs, finances and accounts of the Company
with any of its managers, officer, directors, members, and independent
accountants;


    
      
         


      

      
        -20-

        
          

        

      

      
         


      

    

     

    (viii)     
  Promptly notify the Holders of any matter that has resulted or could
reasonably be expected to result in a Material Adverse Effect, including but not
limited to the commencement thereof or notice of all actions, suits and
proceedings before any courts or governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign, affecting the
Company;

     

    (ix)       
   As soon as possible and in any event within two (2) Busness
Days after the occurrence of each Event of Default a written notice setting
forth the details of such Event of Default and the action which is proposed to
be taken by the Company with respect thereto. Each notice shall describe with
particularity any and all provisions of this Note and any other Transaction
Document that has been breached;

     

    (x)        
   Promptly after the furnishing thereof, copies of any
statements or report furnished to any other party pursuant to the terms of any
indenture, loan, credit or similar agreement not otherwise required to be
furnished to the agent pursuant to any other clause of this
Section;

     

    (xi)         
 Without the prior written consent of the Holders of two-thirds in interest
of the Principal, the proceeds of this Note shall be used solely for the
following: (i) capital expenditures; (ii) working capital and general corporate
purposes; and (iii) fees and expenses related to the loan evidenced by this
Note.  Notwithstanding the foregoing, the proceeds of this Note shall
not be used for
the payment of raises in salaries for the staff of the Company or bonuses
thereto;

     

    (x)       
    take all reasonable action to maintain all rights,
privileges, permits, licenses and franchises necessary or desirable in the
normal conduct of its business, except to the extent that failure to do so could
not reasonably be expected to have a Material Adverse Effect;

     

    (xi)     
     Preserve or renew all of its registered patents,
trademarks, trade names and service marks, the non-preservation of which could
reasonably be expected to have a Material Adverse Effect;

     

    (xii)      
   Pay all taxes, assessments and other governmental charges
imposed upon it or any of its properties or assets or in respect of any of its
income, businesses or franchises before any penalty accrues thereon, and all
claims (including claims for labor, services, materials and supplies) for sums
that have become due and payable and that by law have or may become a Lien upon
any of its properties or assets, prior to the time when any penalty or fine
shall be incurred with respect thereto; provided that no such tax, assessment,
charge or claim need be paid if it is being contested in good faith by
appropriate proceedings promptly instituted and diligently conducted, so long as
(i) such reserve or other appropriate provision, if any, as shall be required in
conformity with GAAP shall have been made therefor and (ii) such proceedings
conclusively operate to stay the sale of any portion of the Collateral to
satisfy such charge or claim;


    
      
         


      

      
        -21-

        
          

        

      

      
         


      

    

     

    (xiii)        Maintain,
preserve and protect all of its material properties and equipment necessary in
the operation of its business in good working order and condition, ordinary wear
and tear excepted; make all necessary repairs thereto and renewals and
replacements thereof except where the failure to do so could not reasonably be
expected to have a Material Adverse Effect; and use the standard of care typical
in the industry in the operation and maintenance of its facilities and
equipment;

     

    (xiv)        Maintain
with financially sound and reputable insurance companies not Affiliates of the
Company, insurance or reinsurance with respect to its properties and business
against loss or damage of the kinds customarily insured against by Persons
engaged in the same or similar business, of such types and in such amounts as
are customarily carried under similar circumstances by such other Persons and
providing for not less than 30 days’ prior notice to the Holders of termination,
modification, lapse or cancellation of such insurance or
reinsurance.  (xv)Promptly upon request by any of the Holders (A)
correct any material defect or error that may be discovered in any Transaction
Document or in the execution, acknowledgment, filing or recordation thereof, and
i. do, execute, acknowledge, deliver, record, re record, file, re file, register
and re register any and all such further acts, deeds, certificates, assurances
and other instruments as the Holders may reasonably require from time to time in
order to (B) carry out more effectively the purposes of the Transaction
Document, (C) perfect and maintain the validity, effectiveness and priority of
any of the Collateral and any of the Liens intended to be created thereunder and
(D) assure, convey, grant, assign, transfer, preserve, protect and confirm more
effectively unto the Holders the rights granted or now or hereafter intended to
be granted to the Holders under any Transaction Document or under any other
instrument executed in connection with any Transaction Document to which OIT or
any of its Subsidiaries is or is to be a party, and cause each of its
Subsidiaries to do so; and

     

    (xvi)        Deliver
or make available to the Holders, in form and detail reasonably satisfactory to
the Holders:

     

     (A)          as
soon as available, but in any event within ninety (90) days after the end of
each fiscal year of OIT, a consolidated balance sheet of OIT and its
Subsidiaries as at the end of such fiscal year, and the related consolidated
statements of income or operations, shareholders’ equity and cash flows for such
fiscal year, setting forth in each case in comparative form the figures for the
previous fiscal year, all in reasonable detail and prepared in accordance with
GAAP, audited and accompanied by a report and opinion of an independent
certified public accountant of nationally recognized standing acceptable to the
Holders, which report and opinion shall be prepared in accordance with generally
accepted auditing standards and shall not be qualified in any material respect
except with respect to a “going concern” or like qualification or
exception;

     

     (B)           as
soon as available, but in any event within forty five (45) days after the end of
each of the first three fiscal quarters of each fiscal year of OIT, a
consolidated balance sheet of OIT and its Subsidiaries as at the end of such
fiscal quarter, and the related consolidated statements of income or operations,
shareholders’ equity and cash flows for such fiscal quarter and for the portion
of OIT’s fiscal year then ended, setting forth in each case in comparative form
the figures for the corresponding fiscal quarter of the previous fiscal year and
the corresponding portion of the previous fiscal year, all in reasonable detail
and certified by the Chief Executive Officer or the Chief Financial Officer of
OIT as fairly presenting the financial condition, results of operations,
shareholders’ equity and cash flows of OIT and its Subsidiaries in accordance
with GAAP, subject only to normal year end audit adjustments and the absence of
footnotes; and


    
      
         


      

      
        -22-

        
          

        

      

      
         


      

    

     

    Each
notice pursuant to this Section shall be accompanied by a statement of the chief
executive office or the Chief Financial Officer of OIT setting forth details of
the occurrence referred to therein and stating what action the Company has taken
and proposes to take with respect thereto.

     

    (b)          Negative
Covenants.  The Company covenants and agrees with the Holders
that it shall not, without the prior written consent of the Holders of
two-thirds in interest of the Principal:

     

    (i)           Create,
incur, assume or suffer to exist any Lien upon or with respect to any of its
properties, assets or revenues now owned or hereafter acquired, or sign or file
or suffer to exist under the UCC of any jurisdiction a financing statement that
names the OIT or any of its Subsidiaries as debtor, or sign or suffer to exist
any security agreement authorizing any secured party thereunder to file such
financing statement, or assign any accounts or other right to receive income,
except:

     

      (A)          Liens
in favor of the Holders;

     

     
(B)           Liens for
taxes or assessments or other government charges or levies not yet due and
payable or, if due and payable, contested in good faith by appropriate
proceeding and for which appropriate reserves are maintained;

     

     
(C)           Liens,
deposits or pledges to secure the performances of bids, tenders, contracts
(other than contracts for the payment of money), leases (permitted under the
terms of this Note) or public or statutory obligations; surety, stay, appeal,
indemnity, performance or other similar bonds; or other similar obligations
arising in the ordinary course of business;

    
    

     
(D)           Purchase-money
Liens on any property hereafter acquired or the assumption of any Lien on
property existing at the time of such acquisition, or a Lien incurred in
connection with any conditional sale or other title retention agreement or a
capital lease; provided that: (1) any property subject to any of the foregoing
is acquired by the Company in the ordinary course of business and the Lien on
any such property is created contemporaneously with, or prior to, such
acquisition; (2) the obligation secured by any Lien so created, assumed or
existing shall not exceed fifty percent (50%) of the lesser of cost or fair
market value as of the time of acquisition of the property covered thereby to
the Company, except for Liens existing before the date of this Note; (3) each
such Lien shall attach only to the property so acquired and fixed improvements
thereon; (4) the debt secured by all such Liens shall not exceed US$100,000 at
any time outstanding in the aggregate except for debt existing prior to the date
of this Note and Liens pursuant to this Note; and (5) the obligation secured by
such Lien is permitted by the provisions of the Section 4(b)(ii);
and


    
      
         


      

      
        -23-

        
          

        

      

      
         


      

    

     

     
(E)           Liens in
existence on the date hereof.

     

    (ii)       
   Create, incur, assume or suffer to exist any Indebtedness,
except:

     

     
(A)          Indebtedness of
the Company under this Note;

     

      (B)           Indebtedness
(“Junior Debt”) of the
Company owed to lenders other than the Holders and subordinated to the Company’s
obligations under this Note satisfactory to the Holders;

     

     
(C)           accounts
payable to trade creditors for goods or services and operating liabilities
(other than for borrowed money), in each case incurred in the ordinary course of
business;

     

     
(D)           Indebtedness
of the Company owed to lenders or banks other than the Holders and secured by
purchase-money Liens permitted by Section 4(b)(i)(D) or in connection with Liens
permitted by Section 4(b)(i)(E).

     

    (iii)          Merge
or consolidate with, or sell, assign, lease or otherwise dispose of (whether in
one transaction or in a series of transactions), all or substantially all of its
assets (whether now owned or hereafter acquired) to any Person or acquire all or
substantially all of the assets or the business of any Person.

     

    (iv)      
   Create, incur, assume or suffer to exist, other than in the
ordinary course of business, any obligation as lessee for the rental or hire of
any real or personal property, except: (A) capital leases permitted by Section
4(b)(i); and (B) leases existing on the date of this Note and any extensions or
renewals thereof.

     

    (v)           Sell,
transfer or otherwise dispose of any real or personal property to any person and
thereafter directly or indirectly lease back the same or similar
property.

     

    (vi)      
   Declare or pay dividends or profits or make distributions
without prior written consent of the Holders of two-thirds in interest of the
Principal except for any agreements to do any of the foregoing in existence at
the date hereof.

     

    (vii)      
  Sell, lease, assign, transfer or otherwise dispose of any of its now
owned or hereafter acquired assets (including, without limitation, receivables
and leasehold interest), except: (a) for inventory disposed of in the ordinary
course of business, (b) the sale or other disposition of assets no longer used
or useful in the conduct of its business, and (c) the sale of equity securities
in the Company to bona fide investors.

     

    (viii)    
   Without the Holders’ prior consent, make any loan or advance
to any Person or purchase or otherwise acquire any capital stock, assets,
obligations or other securities of, make any capital contribution to or
otherwise invest in or acquire any interest in any Person that is not an
Affiliate of the Company, except stock, obligations or securities received in
settlement of debts owing to the Company and created in the ordinary course of
business.


    
      
         


      

      
        -24-

        
          

        

      

      
         


      

    

     

    (ix)          Without
the Holders’ prior consent,  purchase or repurchase (or agree,
contingently or otherwise, so to do) the Indebtedness of, or assume, guarantee
(directly or indirectly or by an instrument having the effect of assuring
another’s payment or performance of any obligation or capability of so doing, or
otherwise), endorse or otherwise be or become directly or contingently
responsible or liable (including, but not limited to, an agreement to purchase
any Indebtedness, obligation, stock or dividend, assets, goods or services to
supply or advance any funds, assets, goods or services to maintain or cause such
Person to maintain a minimum working capital or net worth or otherwise to assure
the creditors of any person against loss) for obligations of any Person that is
not an Affiliate of the Company, except guaranties by endorsement of negotiable
instruments for deposit or collection or similar transactions in the ordinary
course of business.

     

    (x)           Without
the Holders’ prior consent, enter into any transaction of any kind with any
Affiliate of the Company, including, without limitation, the purchase, sale or
exchange of property or the rendering of any services, except in the ordinary
course of and pursuant to the reasonable requirements of the Company’s business
and upon fair and reasonable terms no less favorable to the Company than would
obtain in a comparable arm's-length transaction with a Person that is not an
Affiliate of the Company.

     

    (xi)          Permit
or suffer to permit any Material Adverse Effect.

     

    (xii)         Permit
to effect any change in the corporate structure or shareholding of the Company
which would cause a cessation or diminution of the priority of the Security
Interest of the Holders pursuant to this Note.

     

    (xiii)        Change
the name of the Company or the nature of the business thereof or amend any
certificate or articles of incorporation or by-laws of the Company.

     

    (xiv)        Directly
or indirectly (i) purchase, redeem, retire or otherwise acquire for value any of
its capital stock or other securities now or hereafter outstanding, return any
capital to its stockholders, or distribute any of its assets to its stockholders
or (ii) make any payment or declare any dividend or distribution on any of its
capital stock or other securities, in either case, without the prior written
consent of the Holders of two-thirds in interest of the Principal.

     

    (xv)         Prepay,
redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity
thereof in any manner, or make any payment in violation of any subordination
terms of, any Junior Debt (other than the payment of trade payables in the
ordinary course of business).

     

    (xvii)     
 Make any material change in its equity capital structure as in existence
on Closing Date.


    
      
         


      

      
        -25-

        
          

        

      

      
         


      

    

     

    5.           Representations, Warranties
and Covenants of Holders.  Each Holder, severally, but not
jointly, hereby represents and warrants to the Company as follows:

     

    (a)           Organization, Good Standing
and Qualification.  If such Holder is a natural person, such
Holder has reached the age of majority in his or her jurisdiction of residence
and has all necessary power and authority to execute and deliver this Note, to
perform its obligations hereunder, and to consummate the transactions
contemplated hereby.  If such Holder is not a natural person, such
Holder has been duly organized and is validly existing in good standing under
the laws of the jurisdiction of its formation with full power and authority to
own, lease and operate its respective properties and conduct its respective
business

     

    (b)           Authorization of
Agreement.  The execution, delivery and performance of this
Note and each of the Transaction Documents has been duly and validly authorized
by such Holder, as required; and such Holder has the full legal right, power and
authority to execute and deliver this Note and each of the Transaction Documents
and to consummate the transactions contemplated hereby and
thereby.  No further authorization is necessary on the part of such
Holder to consummate the transactions contemplated hereby and by the
other  Transaction Documents.

     

    (c)           Due Diligence by
Holder.  Such Holder (i) has had reasonable access to the
Company’s consolidated financial information, the books and records available at
the Company’s offices or as provided by the Company in response to specific
requests of such Holder and (ii) the Company permitted such Holder to make such
reasonable inspections thereof as requested.

     

    (d)           Restricted
Securities.  Such Holder understands that the issuance of this
Note will not be registered under the Securities Act or the securities laws of
any State in reliance upon exemptions from registration contained in the
Securities Act and such laws, and the Company’s reliance upon such exemptions is
based in part upon the representations, warranties and agreements of such Holder
contained herein.

     

    (e)           Investment
Intent.  Such Holder is acquiring this Note for its owner
account and not for distribution or resale to others, and agrees that he or she
will not sell or otherwise transfer this Note except pursuant to an effective
registration statement under the Securities Act and applicable state securities
laws, or exceptions available therefrom.

     

    (f)           Accredited
Investor. Such Holder is an “accredited investor”, as defined in
Rule 501(a) of Regulation D under the Securities Act.

     

    6.           Events of
Default.  If one or more of the following events (“Events of Default”) shall
have occurred:

     

    (a)           the
Company shall fail to pay any Principal of, or Interest on, this Note, or any
fees or any other amount payable hereunder when and as required to be paid
herein;

     

    (b)           the
Company shall fail to observe or perform any covenant or agreement of this Note
or in any document delivered pursuant hereto;


    
      
         


      

      
        -26-

        
          

        

      

      
         


      

    

     

    (c)           any
representation, warranty, certification or statement made by the Company in this
Note or in any Transaction Document shall prove to have been incorrect or
misleading in any material respect when made (or deemed made);

     

    (d)           (i)
a judgment or order for the payment of money in an aggregate amount in excess of
$75,000 shall be rendered against the Company or (ii) any one or more
non-monetary final judgments that have, or could reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect and, in either case,
there is a period of five (5) consecutive Business Days during which a stay of
enforcement of such judgment, by reason of a pending appeal or otherwise, is not
in effect.

     

    (e)           the
Company shall (i) commence a voluntary case or other proceeding seeking
liquidation, reorganization or other relief with respect to itself or its debts
under the Debtor Relief Laws or other similar law now or hereafter in effect,
(ii) apply for or consent to the appointment of, or the taking of possession
by,  a trustee, receiver, liquidator, custodian or other similar
official of it or any substantial part of its property, (iii) consent to any
such relief or to the appointment of or taking possession by any such official
in an involuntary case or other proceeding commenced against it, (iv) make a
general assignment for the benefit of creditors, (v) fail generally to pay its
debts as they become due, (vi) fail to controvert in a timely and appropriate
manner, or acquiesce in writing to, any petition filed against it in an
involuntary case under the bankruptcy law of the relevant jurisdiction or (vii)
take any corporate action to authorize any of the foregoing;

     

    (f)           an
involuntary case or other proceeding shall be commenced, in any court of
competent jurisdiction, against the Company (i) seeking liquidation,
reorganization, dissolution or winding-up, or the composition or readjustment of
its debts, or other relief with respect to it or its debts under the Debtor
Relief Laws or other similar law now or hereafter in effect, (ii) seeking the
appointment of a trustee, receiver, liquidator, custodian or other similar
official of it or any substantial part of its property, and such involuntary
case or other proceeding shall remain undismissed for a period of 60 days; or an
order for relief shall be entered against the Company, under the federal
bankruptcy laws as now or hereafter in effect;

     

    (g)           the
Security Interest shall, for any reason (other than such Holder’s failure to
renew the filing of any UCC financing statement, if required), cease to be a
first priority, perfected security interest in and to any
Collateral;

     

    (h)           there
shall have occurred any Change in Control and the Note shall not have been
prepaid in accordance with Section 2(c)(ii);

     

    (i)           Any
provision of the Note or any Transaction Document, at any time after its
execution and delivery and for any reason other than as expressly permitted
hereunder or thereunder or satisfaction in full of all the obligations hereunder
and thereunder, ceases to be valid and binding on or enforceable against any of
OIT or any of its Subsidiaries or an assignee thereof intended to be a party to
it; any of OIT or any of its Subsidiaries or an assignee thereof files a motion
or other pleading seeking to challenge the validity of any Transaction Document
or the applicability or enforceability of any Transaction Document or which
seeks to void, avoid, limit, or otherwise adversely affect the security interest
created by or in any Transaction Document or any payment made pursuant thereto;
or any of OIT or any of its Subsidiaries or an assignee thereof denies that it
has any or further liability or obligation under any Transaction Document, or
purports to revoke, terminate or rescind any Transaction Document;
or


    
      
         


      

      
        -27-

        
          

        

      

      
         


      

    

     

    (j)       
    there shall have occurred any event or circumstance that
has caused or could reasonably be expected to give rise to a Material Adverse
Effect;

     

    then, and
in every such event, any Holder may, by written notice to the Company, declare
the Principal (together with accrued Interest thereon and all other amounts
owing hereunder) to be, and the Principal (together with accrued Interest
thereon and all other amounts owing hereunder) shall thereupon become,
immediately due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by the Company; provided, that in the case of
any of the Events of Default specified in clause (e), (f), (h), (i) or (j)
above, without any notice to the Company or any other act by any Holder, the
Principal (together with accrued Interest thereon and all other amounts owing
hereunder) shall become immediately due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the
Company.

     

    7.           Payments; Extension of
Maturity.  This Note, all payments of Principal and Interest
(and all other amounts owing hereunder) to be made by the Company in respect of
this Note shall be made in Dollars by wire transfer to an account designated by
the Holders by written notice to the Company.  All amounts payable
under this Note shall be paid free and clear of, and without reduction by reason
of, any deduction, setoff, or counterclaim.  If the Principal and
accrued and unpaid Interest become due and payable on any day other than a
Business Day, the Maturity Date shall be extended to the next succeeding
Business Day, and to such payable amounts shall be added the Interest which
shall have accrued during such extension period at the rate per annum herein
specified.

     

    8.           Replacement of
Note.  Upon receipt by the Company of evidence satisfactory to
it of the loss, theft, destruction or mutilation of this Note, and (in case of
loss, theft or destruction) of indemnity reasonably satisfactory to it, and upon
reimbursement to the Company of all reasonable expenses incidental thereto, and
(if mutilated) upon surrender and cancellation of this Note, the Company shall
make and deliver to the Holder a new note of like tenor in lieu of this
Note.  Any replacement note made and delivered in accordance with this
Section 8 shall be dated as of the date hereof.

     

    9.           Security
Interest.

     

    (a)           Grant of Security
Interest.   Subject to the terms and conditions stated
herein, in order to secure the full and punctual payment of the Secured
Obligations in accordance with the terms thereof, and to secure the performance
of the obligations of the Company hereunder, the Company hereby grants to the
Holders a continuing security interest in and to all of the Collateral and all
Proceeds of all or any of the Collateral.


    
      
         


      

      
        -28-

        
          

        

      

      
         


      

    

     

    (b)          Covenants, Representations
and Warranties regarding Security Interest.

     

    (i)          
The Company hereby represents and warrants that (A) the Security Interest
constitutes a valid security interest under the UCC securing the Secured
Obligations; and (B) when UCC financing statements shall have been filed in the
appropriate UCC filing office for a debtor that is a registered organization in
the State of Delaware or Nevada, as applicable, the Security Interest shall
constitute a perfected security interest in the Collateral, prior to all other
Liens and rights of others therein and (C) the Company has valid rights in, and
good and marketable title to, the Collateral.

     

    (ii)           The
Company will not change its name, identity or corporate structure in any manner
unless it shall have given the Holders prior notice thereof and delivered an
opinion of Company legal counsel with respect to the continued perfected
Security Interest.  The Company will not change the location of (i)
its jurisdiction of organization, (ii) its chief executive office or principal
place of business, provided, however, that the Company may
change its chief executive office and/or principal placement of business to any
location within ten (10) miles of its current location within the State of
Texas, or (iii) the locations where it keeps or holds any Collateral or any
records relating thereto unless it shall have given the Holders prior notice
thereof and delivered an opinion of counsel with respect to the continued
perfected Security Interest.  The Company shall not in any event
change the location of any Collateral, change the jurisdiction of incorporation
or transfer any assets (to a subsidiary or otherwise) if such change would cause
the Security Interest in such Collateral to lapse or cease to be
perfected.

     

    (iii)          The
Company will, from time to time, at its expense, execute, deliver, file and
record any statement, assignment, instrument, document, agreement or other paper
and take any other action (including, without limitation, any filings of
financings or continuation statements under the UCC or otherwise) that from time
to time may be necessary or desirable, or that the Holders may reasonably
request, in order to create, preserve, perfect, confirm or validate the Security
Interest, whether in the United States or otherwise, or to enable the Holders to
exercise or enforce any of their rights, powers and remedies hereunder with
respect to any of the Collateral.  To the extent permitted by
applicable law, the Company hereby authorizes each Holder to execute and file
financing statements or continuation statements without the Company’s signature
appearing thereon.  The Company agrees that a carbon, photographic,
photostatic or other reproduction of this Note or of a financing statement is
sufficient as a financing statement.

     

    (c)           Remedies. In case of
the occurrence of any Event of Default and at any time thereafter during the
continuance of such Event of Default, any Holder may exercise all rights of a
secured party under applicable law (including, without limitation, the UCC
(whether or not in effect in the jurisdiction where such rights are
exercised)).  Any Holder may be the purchaser of any or all of the
Collateral so sold at any public sale.  The Company will execute and
deliver such documents and take such other action as any Holder deems necessary
or advisable in order that any such sale may be made in compliance with
law.  Upon any such sale the Collateral shall be delivered, assigned
and transferred to the Holders.  At any such sale, the Holders shall
hold the Collateral absolutely and free and clear from any claim or right of
whatsoever kind, including any equity or right of redemption of the Company
which may be waived, and the Company, to the extent permitted by law, hereby
specifically waives all rights of redemption, stay or appraisal which it has or
may have under any law now existing or hereafter adopted.


    
      
         


      

      
        -29-

        
          

        

      

      
         


      

    

     

    (d)           Termination of Security
Interest.  Upon the repayment in full of all Secured
Obligations and the termination of any obligations under the Note, the Security
Interest shall terminate and all rights to the Collateral shall revert to the
Company.  Each Holder agrees that it will take all actions, including
filing termination statements, evidencing the same.

     

    (e)           Exculpation.  The
Holders shall have no duties or responsibilities except those expressly set
forth in this Note, and the Holders shall not by reason of this Note be a
trustee for the Company or have any fiduciary obligation to the
Company.  Neither any Holder nor any of its directors, officers,
employees or agents (collectively, the “Related Parties”) shall be
liable to the Company for any action taken or omitted to be taken by it under
this Note, except for its own willful misconduct or gross
negligence.

     

    (f)           Ranking and Subordination.  This
Note is a secured general obligation of the Company.  The Note ranks
senior in right of payment to all of the Company’s other existing and future
Indebtedness whether secured or unsecured and will be senior in right of payment
any future Indebtedness of the Company, subject to Liens existing on the date
hereof.

     

    10.    
    Remedies.

     

    (a)           In
addition to, and not in limitation of, the remedies referenced in Section 9(c)
and subject to Section 6, upon the occurrence of an Event of Default, Principal
then outstanding of, and the accrued and unpaid Interest on, this Note shall
automatically become immediately due and payable without presentment,
promptness, diligence, notice of acceptance, notice of non-performance, default,
acceleration, dishonor, demand, protest, or other notice or formalities of any
kind, all of which are hereby expressly, unconditionally and irrevocably waived
by the Company.

     

    (b)            In
addition to, and not in limitation of, the remedies referenced in Section 9(c),
any Holder may exercise all rights and remedies available to it under the
Transaction Document or applicable laws and institute such actions or
proceedings in law or equity as it shall deem expedient for the protection of
its rights and may prosecute and enforce its claims against all assets of the
Company, and in connection with any such action or proceeding shall be entitled
to receive from the Company payment of the Principal plus accrued Interest to
the date of payment plus reasonable expenses of collection, including, without
limitation, attorneys' fees and expenses (as described more fully in Section 11
below).

     

    11.         Attorneys’
Fees.  The Company agrees to pay or reimburse the Holders for
all fees, costs and expenses incurred in connection with the enforcement of any
rights or remedies under this Note or the other Transaction Documents (including
all such costs and expenses incurred during any legal proceeding), including all
attorneys’ fees, costs and expenses.  The foregoing costs and expenses
shall include all search, filing, recording, title insurance and appraisal
charges and fees and taxes related thereto, and other out-of-pocket expenses
incurred by the Holders and the cost of independent public accountants and other
outside experts retained by the Holders.  All amounts due under this
Section 11 shall be payable within five (5) Business Days after demand
therefor.  The agreements in this Section shall survive the
termination of the Note.  If the Company fails to pay when due any
fees, costs, expenses or other amounts payable by it hereunder or under any
Transaction Document, including, without limitation, attorney attorneys’ fees,
costs and expenses and indemnities, such amount may be paid on behalf of the
Company by the Holders, in their sole discretion and any such amounts so paid by
any of the Holders, shall constitute Secured Obligations owing to such
person.


    
      
         


      

      
        -30-

        
          

        

      

      
         


      

    

     

    12.           Indemnification by the
Company.  The Company shall indemnify and hold harmless the
Holders and their respective Affiliates, directors, officers, employees,
counsel, agents and attorneys-in-fact (collectively the “Indemnitees”) from and
against any and all liabilities, obligations, losses, damages, penalties,
claims, demands, actions, judgments, suits, costs, expenses and disbursements
(including attorneys’ fees, costs and expenses) of any kind or nature whatsoever
which may at any time be imposed on, incurred by or asserted against any such
Indemnitee in any way relating to or arising out of or in connection with (a)
the execution, delivery, enforcement, performance or administration of any
Transaction Document or any other agreement, letter or instrument delivered in
connection with the transactions contemplated thereby or the consummation of the
transactions contemplated thereby, (b) the Note or the use or proposed use of
the proceeds therefrom, (c) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory (including any investigation of, preparation
for, or defense of any pending or threatened claim, investigation, litigation or
proceeding) and regardless of whether any Indemnitee is a party thereto (all the
foregoing, collectively, the “Indemnified Liabilities”), in
all cases, whether or not caused by or arising, in whole or in part, out of the
negligence of the Indemnitee; provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such liabilities, obligations,
losses, damages, penalties, claims, demands, actions, judgments, suits, costs,
expenses or disbursements are determined by a court of competent jurisdiction by
final and nonappealable judgment to have resulted from the gross negligence, or
willful misconduct of, or violations of law by, such Indemnitee.  No
Indemnitee shall have any liability for any indirect, special or consequential
damages relating to this Note or any other Transaction Document or arising out
of its activities in connection herewith or therewith (whether before or after
the Closing Date).  In the case of an investigation, litigation or
other proceeding to which the indemnity in this Section 12 applies, such
indemnity shall be effective whether or not such investigation, litigation or
proceeding is brought by the Company, its directors, shareholders or creditors
or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise
a party thereto and whether or not any of the transactions contemplated
hereunder or under any of the other Transaction Documents is consummated. All
amounts due under this Section 12 shall be payable within ten (10) Business Days
after demand therefor.  The agreements in this Section shall survive
the replacement of any Holder, the termination of the Note, and the repayment,
satisfaction or discharge of all the other Secured Obligations.

     

    13.           Payments Set
Aside.  To the extent that any payment by or on behalf of the
Holders is made to the Company, or the Company exercises its right of setoff,
and such payment or the proceeds of such setoff or any part thereof is
subsequently invalidated, declared to be fraudulent or preferential, set aside
or required (including pursuant to any settlement entered into by the any of the
Holders in their discretion) to be repaid to a trustee, receiver or any other
party, in connection with any proceeding under the Debtor Relief Law or
otherwise, then to the extent of such recovery, the obligation or part thereof
originally intended to be satisfied shall be revived and continued in full force
and effect as if such payment had not been made or such setoff had not
occurred.


    
      
         


      

      
        -31-

        
          

        

      

      
         


      

    

     

    14.           Setoff.  In
addition to any rights and remedies of the Holders provided by law, upon the
occurrence and during the continuance of any Event of Default, the Holders and
each of their respective Affiliates is authorized at any time and from time to
time, without prior notice to the Company, any such notice being waived by the
Company to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held by, and other Indebtedness or other obligations at any time owing by, the
Holders to or for the credit or the account of the Company against any and all
Secured Obligations owing to the Holders hereunder or under any other
Transaction Document, now or hereafter existing, irrespective of whether or not
the Holders shall have made demand under this Note or any other Transaction
Document and although such Secured Obligations may be contingent or unmatured or
denominated in a currency different from that of the applicable deposit or
Indebtedness.  The rights of the Holders and their respective
Affiliates under this Section are in addition to other rights and remedies
(including, without limitation, other rights of setoff) that the Holders and
their respective Affiliates may have.

     

    15.               Interest Rate
Limitation.  Notwithstanding anything to the contrary contained
in the Note, the Interest paid or agreed to be paid under the Note shall not
exceed the maximum rate of non-usurious interest permitted by applicable law
(the “Maximum
Rate”).  If the Holders shall receive Interest in an amount
that exceeds the Maximum Rate, the excess interest shall be applied to the
Principal or, if it exceeds such unpaid Principal, refunded to the
Company.  In determining whether the Interest contracted for, charged,
or received by any Holder exceeds the Maximum Rate, such Person may, to the
extent permitted by applicable law, (a) characterize any payment that is not
Principal as an expense, fee, or premium rather than Interest, (b) exclude
voluntary prepayments and the effects thereof, and (c) amortize, prorate,
allocate, and spread in equal or unequal parts the total amount of interest
throughout the contemplated term of the Secured Obligations
hereunder.

     

    16.           Integration.  This
Note, together with the other Transaction Documents, comprises the complete and
integrated agreement of the parties on the subject matter hereof and thereof and
supersedes all prior agreements, written or oral, on such subject
matter.  In the event of any conflict between the provisions of this
Note and those of any other Transaction Document, the provisions of this Note
shall control; provided that the inclusion of supplemental rights or remedies in
favor of the Holders in any other Transaction Document shall not be deemed a
conflict with this Note.  Each Transaction Document was drafted with
the joint participation of the respective parties thereto and shall be construed
neither against nor in favor of any party, but rather in accordance with the
fair meaning thereof.

     

    17.           No Waivers by Delay or
Partial Exercise.  No delay by any Holder in exercising any
powers or rights hereunder shall operate as a waiver of such power or right, nor
shall any single or partial exercise of any power or right preclude other or
further exercise thereof, or the exercise of any other power or right hereunder
or otherwise.


    
      
         


      

      
        -32-

        
          

        

      

      
         


      

    

     

    18.           Further
Assurances.  Each party agrees to execute such other documents,
instruments, agreements and consents, and take such other actions as may be
reasonably requested by the other parties hereto to effectuate the purposes of
this Note.

     

    19.           Notices. All notices
required or permitted hereunder shall be in writing and shall be deemed
effectively given: (a) upon personal delivery to the party to be notified, (b)
when sent by confirmed telex or facsimile if sent during normal business hours
of the recipient, if not, then on the next Business Day, (c) five (5) days after
having been sent by registered or certified mail, return receipt requested,
postage prepaid, or (d) one (1) day after deposit with a nationally recognized
overnight courier, specifying next day delivery, with written verification of
receipt.  All communications shall be sent as follows:

     

    If to the
Company:             OncoVista
Innovative Therapies, Inc

    OncoVista, Inc.

    14785 Omicron Drive, Suite
104

    San
Antonio, Texas  78245

    Telecopy:  (210)
677-6001

    


    If
to the Holders

    Or the
Holder:                    Wexford
Capital LLC

    411 West Putnam Avenue

    Greenwich, Connecticut
06830

    Attn:   Paul
Mieyal

    Fax
No.:  203-862-7351

    Email:  pmieyal@wexford.com

    


    With a copy
to:                   Arthur
Amron

    Fax
No.:  203-862-7312

    Email:  aamron@wexford.com

    


    or to
such other address or telecopy number as the party to whom notice is to be given
may have furnished to the other party in writing in accordance
herewith.

     

    20.           Amendments and
Waivers.  No modification, amendment or waiver of any provision
of, or consent required by, this Note, nor any consent to any departure
herefrom, shall be effective unless it is in writing and signed by each of (A)
the Company,  and (B) the Holders of two-thirds in interest of the
Principal.  Such modification, amendment, waiver or consent shall be
effective only in the specific instance and for the purpose for which
given.  A waiver, modification or amendment by a party shall only be
effective if (a) it is in writing and signed by the parties in accordance with
the immediately preceding sentence, (b) it specifically refers to this Note and
(c) it specifically states that the Company or the Holders, as the case may be,
is waiving, modifying or amending its rights hereunder.  Any such
amendment, modification or waiver shall be effective only in the specific
instance and for the specific purpose for which it was given.


    
      
         


      

      
        -33-

        
          

        

      

      
         


      

    

     

    21.           Exclusivity and Waiver of
Rights.  No failure to exercise and no delay in exercising on
the part of any party, any right, power or privilege hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise of any right, power
or privilege preclude any other right, power or privilege.  The rights
and remedies herein provided are cumulative and are not exclusive of any other
rights or remedies provided by law.

     

    22.           Invalidity.  If
any provision of this Note or the other Transaction Documents is held to be
illegal, invalid or unenforceable, (a) the legality, validity and enforceability
of the remaining provisions of this Note and the other Transaction Documents
shall not be affected or impaired thereby and (b) the parties shall endeavor in
good faith negotiations to replace the illegal, invalid or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the illegal, invalid or unenforceable
provisions.  The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

     

    23.           Headings.  Headings
used in this Note are inserted for convenience only and shall not affect the
meaning of any term or provision of this Note.

     

    24.           Counterparts.  This
Note may be executed in one or more counterparts, each of which shall be deemed
an original instrument, but all of which collectively shall constitute one and
the same agreement.

     

    25.           Assignment.  This
Note and the rights and obligations hereunder shall not be assignable or
transferable by the Company without the prior written consent of the Holders of
two-thirds in interest of the Principal.  The Holders may assign this
Note and the rights and obligations hereunder without the prior written consent
of the Company.  Any instrument purporting to make an assignment in
violation of this Section 25 shall be void.

     

    26.           Survival.  Unless
otherwise expressly provided herein, all representations warranties, agreements
and covenants contained in this Note shall survive the execution hereof and
shall remain in full force and effect until the payment in full of all Principal
and accrued and unpaid Interest and any other Secured Obligation hereunder shall
remain unpaid or unsatisfied. Such representations and warranties have been or
will be relied upon by the Holders, regardless of any investigation made by any
Holder or on their behalf and notwithstanding that the Holders may have had
notice or knowledge of any breach of such representation and warranty at the
time the Note was extended.

     

    27.           Miscellaneous.  This
Note and the Transaction Documents shall inure to the benefit of the Company and
the Holders, and all their respective successors and permitted
assigns.  Nothing in this Note or the Transaction Documents is
intended or shall be construed to give to any other person, firm or corporation
any legal or equitable right, remedy or claim under or in respect of this Note
or the Transaction Documents or any provision herein contained.

     

    28.           GOVERNING
LAW.  THIS
NOTE AND THE TRANSACTION DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO ANY
CHOICE OR CONFLICT OF LAWS PROVISIONS).


    
      
         


      

      
        -34-

        
          

        

      

      
         


      

    

     

    129.         CONSENT
TO JURISDICTION.  THE COMPANY HEREBY
IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE
STATE OF NEW YORK AND OF THE FEDERAL COURTS SITTING IN MANHATTAN COUNTY, THE
STATE OF NEW YORK.  THE COMPANY AGREES THAT ALL ACTIONS OR PROCEEDINGS
ARISING OUT OF OR RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY
MUST BE LITIGATED EXCLUSIVELY IN ANY SUCH STATE OR FEDERAL COURT THAT SITS IN
THE CITY OF NEW YORK, NEW YORK, AND ACCORDINGLY, THE COMPANY IRREVOCABLY WAIVES
ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF
ANY SUCH LITIGATION IN ANY SUCH COURT.

     

    30.           WAIVER OF
JURY TRIAL.   THE COMPANY HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE.  THE COMPANY (A)
CERTIFIES THAT NO REPRESENTATIVE, HOLDER OR ATTORNEY OF THE HOLDER HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE HOLDERS WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE HOLDERS HAVE BEEN INDUCED TO ENTER INTO THIS NOTE, BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
30.

     

    31.           Expenses. The Company
shall promptly pay or reimburse the Holders for the reasonable fees, costs and
expenses of the Holders in connection with the negotiation, execution, delivery
and performance of this Note the other Transaction Documents and any
amendment, waiver, consent or other modification of the provisions hereof and
thereof.

     

    [THE
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


    
      
         


      

      
        -35-

        
          

        

      

      
         


      

    

     

    
      In
Witness Whereof, the undersigned has executed this Note as of the date
first above written.

    

     

    
      
        
          
            
              
                	
                        OncoVista
      Innovative Therapies, Inc.

                      
	 
      	 
      
	
                        By:

                      	 
      
	 
      	
                        Name:

                      
	 
      	
                        Title:

                      
	 
      	 
      
	
                        OncoVista,
      Inc.

                      
	 
      	 
      
	
                        By:

                      	 
      
	 
      	
                        Name:

                      
	 
      	
                        Title:

                      


              

            

          

        

      

    

     

    
      Signature
Page – Promissory Note

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ANNEX
A

    


    
      
        
          
            
              
                	
                        Holder Name

                      	 	
                        Address

                      	 	
                        Principal

                      	 
	 
      	 	 
      	 	 	 
	
                        Wexford
      Spectrum Trading Limited

                      	 	
                        411
      West Putnam Avenue

                        Greenwich,
      Connecticut 06830

                      	 	$	300,000	 
	 
      	 	 
      	 	 	 	 
	
                        John
      Wenner

                      	 	
                        395
      Route 447

                        Newfoundland,
      Pennsyulvania 18445

                      	 	$	100,000	 
	 
      	 	 
      	 	 	 	 
	
                        Global
      Pharmacal, Inc.

                      	 	
                        14785
      Omicron Drive, Suite 104

                        San
      Antonio, Texas  78245

                      	 	$	75,000	 
	 
      	 	 
      	 	 	 	 
	
                        Biomarkers,
      LLC

                      	 	
                        14785
      Omicron Drive, Suite 104

                        San
      Antonio, Texas  78245

                      	 	$	275,000	 


              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
A


    
      
         


      

      
        -38-

        
          

        

      

      
         


      

    


    Exhibit
B


    
      
         


      

      
        -39-

        
          

        

      

      
         


      

    


    Exhibit
C


    
      
         


      

      
        -40-