SECURITIES
      PURCHASE AGREEMENT

     

    THIS
      SECURITIES PURCHASE AGREEMENT
      (this
“Agreement”) is made and entered into by and among Infobionics, Incorporated, a
      Minnesota corporation (the “Company”) and the individual and/or entity who
      executes this Agreement as a purchaser (a “Purchaser”) of units of the Company’s
      securities, each unit consisting of four (4) shares of common stock, two (2)
      callable common stock purchase warrants and two (2) non-callable common stock
      purchase warrants (collectively, the “Unit(s)”). The callable and non-callable
      warrants are sometimes collectively referred to herein as the
“Warrants”).

     

    WHEREAS,
      the
      Company is offering up to one million one hundred twenty five thousand
      (1,125,000) Units at $4.00 per Unit for an aggregate purchase price of up to
      Four Million Five Hundred ($4,500,000) Dollars; 

     

    WHEREAS,
      the
      Purchaser desires to enter into this Agreement to acquire Units in the
      denominations set forth opposite his name on the signature page hereof subject
      to the terms and conditions set forth herein.

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual promises, representations, warranties, covenants
      and
      conditions set forth in this Agreement, the parties to this Agreement mutually
      agree as follows:

     

    1.
      AUTHORIZATION
      AND SALE.

    


    1.1
      Authorization.
      The
      Company has authorized the issuance and sale of the Units to a limited number
      of
      accredited investors, as that term is defined in the Securities Act of 1933,
      as
      amended (the “Securities Act”) pursuant to the Company’s Confidential Private
      Placement Memorandum dated October 10, 2006, as amended by Amendment No. 1,
      dated May 1, 2007 (“Amendment No. 1”), Amendment No. 2, dated October 1, 2007
      (“Amendment No. 2”) and Amendment No. 3 dated November 1, 2007 which
      incorporates the information presented in Amendment No. 1 and Amendment No.
      2
      (collectively, the “Memorandum”) 

    


     1.2
      Sale.
      Subject
      to the terms and conditions hereof, each Purchaser agrees separately (and not
      jointly) to purchase from the Company, and the Company agrees to sell and issue
      to each Purchaser, the number of Units forth next to the Purchaser’s name on the
      signature page hereof (page
      11 for Individuals, pages 11 and 14 for Joint purchasers and pages 12 and 14
      for
      Corporations, Trusts and Partnerships. Joint Purchasers should set forth on
      page
      14, the capacity in which they are purchasing, i.e. as Joint Tenants, Tenants
      in
      Common, Tenants by the Entirety, etc.).
      The
      Purchaser should also check the appropriate category listed in Section 4.4
      on
      pages 5 and 6 of this Agreement. The
      Purchaser shall pay such purchase price by check payable to Tri-State Title
      & Escrow, LLC, as Escrow Agent or by wire transfer of immediately available
      funds to Tri-State Title & Escrow, LLC as Escrow Agent in accordance with
      the wire instructions set forth in the instructions accompanying this Agreement.
      

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    2.
      CLOSING; DELIVERY.

    


    2.1
      Closing.
      The
      closing of the purchase and sale of the Units shall take place from time to
      time, at the discretion of the Company and Mercer Capital, Ltd. (the “Placement
      Agent”), at the offices of Guzov Ofsink, LLC, 600 Madison Avenue, 14th
      Floor,
      New York, NY 10022 after the proper officer(s) of the Company have accepted
      this
      Agreement on behalf of one or more Purchasers (the “Closing”).

     

    2.2
      Subsequent Closings.
      Following an initial Closing, the Company shall continue to offer and sell
      the
      Units pursuant to the terms set forth in this Agreement. Additional Closings
      (the “Subsequent Closings”) shall take place from time to time at the discretion
      of the Company and the Placement Agent as set forth in Section 2.1 above.


    


    2.3
      Delivery.
      At the
      Closing and any Subsequent Closing, subject to the terms and conditions hereof,
      the Company will deliver to the Placement Agent, on behalf of the Purchasers,
      the securities underlying the Units, i.e. the shares of the Company’s common
      stock, the Warrants and Registration Rights Agreements, each duly executed
      by
      the Company and dated the date of the Closing or Subsequent Closing, and such
      other certificates, consents, waivers and agreements as are reasonably requested
      by any Purchaser (together with this Agreement, collectively the “Transaction
      Documents”), against payment of the purchase price payable as of the date of
      such Closing or Subsequent Closing by check or wire transfer in accordance
      with
      Section 1.2 above

    


    


    3. REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY

    


    The
      Company represents and warrants to the Purchasers as follows:

    


    3.1
      Organization and Good Standing.
      The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of Minnesota. The Company has all the requisite corporate power
      and authority necessary to conduct its business as it is now being conducted
      and
      as proposed to be conducted and to own or lease the properties and assets it
      now
      owns or holds under lease, and is duly qualified and in good standing as a
      foreign corporation in each jurisdiction where the failure to qualify would
      have
      a material adverse effect upon its operations or financial
      condition.

     

    
      3.2
        Capital Stock.
        The
        authorized capital stock of the Company consists of 20,000,000
        shares of common stock, par value $0.01 per share (“Common Stock”). As of the
        close of business on September 30, 2007, the Company had 12,147,297 shares
        of
        its Common Stock issued and outstanding, 430,913 shares of Common Stock reserved
        for future issuance, fully vested options to purchase 102,500 shares of Common
        Stock issued and outstanding, fully vested warrants to purchase 4,615,135
        shares
        of Common Stock issued and outstanding, and 1,188,611 shares of Common Stock
        reserved for future issuance pursuant to warrants, for an aggregate of
        18,484,456 shares of Common Stock. All of the Company’s outstanding shares of
        Common Stock have been duly and validly authorized and issued and are fully
        paid
        and non-assessable. The Company also has outstanding fully-vested options
        and
        warrants to purchase 143,000 shares of Common Stock. The shares of Common
        Stock
        comprising the Units and the shares of Common Stock issuable upon exercise
        of
        the Warrants comprising the Units (the “Warrant Shares”) are duly authorized
        and, when issued, all of said shares will be validly issued, fully paid and
        non-assessable.

    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    3.3
      Authorization.
      The
      Company has the full corporate power and authority to enter into this Agreement
      and each of the Transaction Documents and to perform all of its obligations
      contemplated hereunder and thereunder. The execution, delivery and performance
      of this Agreement and each of the Transaction Documents to which the Company
      is
      a party have been duly authorized by all necessary corporate action, and this
      Agreement and each of the Transaction Documents constitutes (or will constitute,
      upon execution thereof) a legal, valid and binding obligation of the Company,
      enforceable against the Company in accordance with its terms, subject to laws
      of
      general application relating to bankruptcy, insolvency and the relief of debtors
      and rules and laws governing specific performance, injunctive relief and other
      equitable remedies. No further authorization on the part of the Company, its
      board of directors or its stockholders is necessary to consummate the
      transactions contemplated by this Agreement or any of the Transaction Documents.
      Except for any filings required by federal or state securities laws that have
      been or will be made by the Company, no consent, approval, authorization or
      order of, or declaration by, filing or registration with, any court or
      governmental or regulatory agency or board is or will be required in connection
      with the execution and delivery of this Agreement and the Transaction Documents
      and the consummation of the transactions contemplated hereby or
      thereby. 

    


      3.4
      Compliance with Law and Other Instruments.
      To its
      knowledge, the Company has complied in all respects with, and is not in material
      violation of, any statutes, laws, regulations, decrees and orders of the United
      States, any foreign country, any state, municipality and agency applicable
      to
      the Company or the conduct of its respective business. Upon consummation of
      this
      Agreement, the Company will not be in default in any material respect in the
      performance of any obligation, agreement or condition contained in any
      promissory note, indenture, loan agreement or other material contract to which
      it is a party or by which its properties are bound. Neither the issuance of
      the
      Common Stock and Warrants comprising the Units nor the issuance of the Warrant
      Shares , or the execution and delivery of this Agreement and the Transaction
      Documents or the consummation of the transactions contemplated herein or
      therein, will (i) conflict with, constitute a breach of, constitute a default
      under, or an event which, with notice or lapse of time or both, would be a
      breach of or default under, the respective certificate of incorporation or
      bylaws of the Company; (ii) conflict with or constitute a breach of, constitute
      a default under, or an event which, with notice or lapse of time or both would
      be a breach of or default under, any agreement, indenture, mortgage, deed of
      trust or other instrument or undertaking to which the Company is a party or
      by
      which any of its properties are bound which would have a material adverse effect
      on the Company’s business, (iii) constitute a violation of any law, regulation,
      judgment, order or decree applicable to the Company; (iv) result in the creation
      or imposition of any lien or material charge or encumbrance upon any property
      of
      the Company; or (v) permit any party to terminate any agreement to which the
      Company is a party or beneficiary thereto which would have a material adverse
      effect on the Company’s business.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    
 

    3.5
      Litigation.
      There is
      no litigation or governmental proceeding or investigation pending or, to the
      Company’s knowledge, threatened against or affecting the Company which would
      reasonably be expected to result in any judgment or liability which would
      materially and adversely affect any of the property and assets of the Company
      or
      the right of the Company to conduct its businesses as now conducted or as
      proposed to be conducted.

    


    3.6
      Disclosure.
      Neither
      this Agreement nor the Memorandum or any of the Transaction Documents contains
      any untrue statement of any material fact, or omits to state any material fact
      that is necessary in order to make the statements contained herein or therein,
      in light of the circumstances under which they were made, complete and not
      misleading.

     

    3.7
      Registration Rights.
      The
      shares of Common Stock underlying the Units and the Warrant Shares issuable
      upon
      exercise of the Warrants shall have mandatory registration rights in the event
      a
      minimum of $4,000,000 in Units are sold and, in the event such shares are not
      registered pursuant the mandatory registration rights,, piggyback registration
      rights all as set forth in the Registration Rights Agreement. 

     

    3.8 Right
      of First Refusal. If,
      at
      any time after the Company’s shares of Common Stock shall have commenced trading
      in the public market (over-the-counter or otherwise), the Company shall not
      raise any capital (debt or equity) without first granting to all purchasers
      of
      Units in the Offering (including the Purchaser), a right of first refusal (the
      “Right of First Refusal”), to purchase additional securities of the Company on
      the same terms and subject to the same conditions contained in any term sheet
      received by the Company in connection with the sale by the Company of its
      securities. The Company agrees, within ten (10) business days of receipt by
      it
      of any such term sheet to deliver a copy of the term sheet to the Purchaser
      and
      thereafter, the Purchaser shall have ten (10) business days to exercise this
      Right of First Refusal by providing the Company with written notice of its
      election to exercise the Right of First Refusal. Failure by the Purchaser to
      provide the Company with written notice of exercise hereunder within this 10-day
      period shall be deemed to be an election by the Purchaser not to exercise the
      Right of First Refusal. The Purchaser shall have the right to purchase its
      pro-rata portion of any such securities based on the number of Units purchased
      by the Purchaser in the Offering relative to the total number of Units purchased
      by all purchasers electing to exercise their respective Rights of First Refusal.
      

     

    4.
      REPRESENTATIONS
      AND WARRANTIES OF THE PURCHASERS

    


    Each
      Purchaser hereby severally represents and warrants to the Company as
      follows:

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    
 

    4.1
      No Minimum Sale of Units Required to Close.
      He is
      aware that the Units being offered by the Company are offered on a “best
      efforts” basis and no commitment exists by anyone to purchase all or any of the
      Units. No minimum level of sales is required for the proceeds from the sale
      of
      the Units to be made available to the Company. No assurance can be given that
      all or substantially all of the Units will be sold. To the extent that less
      than
      substantially all of the Units are sold, the Company may be prevented from
      fully
      implementing its immediate business plans absent additional financing. In this
      regard, the Purchaser represents that he is aware that no minimum amount of
      proceeds need be raised by the Company as a prerequisite to close on the sale
      of
      a Unit and to immediately utilize the proceeds from such sale, it being
      understood that upon acceptance of this subscription by the Company, the
      proceeds from the sale of such Units will, subject to the closing obligations
      of
      the Company set forth herein, be immediately available to the
      Company.

    


    4.2
      Purchase for Own Account. He
      is
      acquiring the Units for his own account, for investment and not with a view
      to
      or in connection with any distribution or resale thereof. He does not have
      any
      contract, understanding, agreement or arrangement with any person to sell or
      transfer the Units, the shares of Common Stock and Warrants comprising the
      Units
      nor the Warrant Shares.

     

    4.3
      Restrictions on Transfer. He
      understands that (a) neither the Units, the shares of Common Stock comprising
      the Units, the Warrants nor the Warrant Shares have been registered under the
      Securities Act of , or the securities laws of any jurisdiction and (b) the
      economic risk of an investment in the Units must be borne for an indefinite
      period of time because neither the Units, the shares of Common Stock comprising
      the Units, the Warrants nor the Warrant Shares may be sold or otherwise
      transferred unless subsequently registered under the Securities Act or an
      exemption from registration under the Securities Act is or becomes
      available.

    


    4.4
      Knowledge of the Purchaser.
      He (a)
      is knowledgeable with respect to the financial, tax and business aspects of
      ownership of the Units, the shares of Common Stock comprising the Units, the
      Warrants and the Warrant Shares and of the business of the Company and (b)
      can
      bear the economic risk of an investment in those securities including the
      complete loss thereof. By virtue of his own knowledge and experience in
      financial and business matters, he is capable of evaluating the merits and
      risks
      of making this investment. He is an “accredited investor” within the meaning of
      Rule 501(a) of Regulation D promulgated under the Securities Act by satisfying
      one of the following categories:

     

    
      
        	
                Category
                  I

              	 	
                
                  _____

                

              	 	
                The
                  undersigned is an individual (not a partnership, corporation, etc.)
                  who’s
                  individual net worth, or joint net worth with the undersigned’s spouse,
                  presently exceeds $1,000,000.

              
	 	 	 	 	 
	 	 	 	 	
                Explanation.
                  In calculation of net worth the undersigned may include equity
                  in personal
                  property and real estate, including the undersigned’s principal residence,
                  cash, short-term investments, stocks and securities. Equity in
                  personal
                  property and real estate should be based on the fair market value
                  of such
                  property less debt secured by such property.

              
	 	 	 	 	 
	
                Category
                  II

              	 	
                
                  _____

                

              	 	
                The
                  undersigned is an individual (not a partnership, corporation, etc.)
                  who
                  had an individual income in excess of $200,000 in 2005 and 2006,
                  or joint
                  income with his/her spouse in excess of $300,000 in 2005 and 2006,
                  and has
                  a reasonable expectation of reaching that income level in
                  2007.

              


      

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

      
        	
                Category
                  III

              	 	
                
                  _____

                

              	 	
                The
                  undersigned is a bank, savings and loan, insurance company; registered
                  broker or dealer, registered investment company; registered business
                  development company; licensed small business investment company
                  (“SBIC”);
                  or employee benefit plan within the meaning of Title I of ERISA
                  whose plan
                  fiduciary is either a bank, savings and loan, insurance company
                  or
                  registered investment advisor or whose total assets exceed
                  $5,000,000.

              
	 	 	 	 	 
	 	 	 	 	
                ____________________________________________(describe
                  entity)

              
	 	 	 	 	 
	
                Category
                  IV

              	 	
                _____

                 

              	 	
                The
                  undersigned is a private business development company as defined
                  in
                  Section 202(a)(22) of the Investment Advisers Act of
                  1940.

              
	 	 	 	 	 
	 	 	 	 	____________________________________________
	 	 	 	 	____________________________________________
	 	 	 	 	
                (describe
                  entity)

              
	 	 	 	 	
                
                   

                

              
	 	 	 	 	 
	
                Category
                  V

              	 	
                
                  _____

                

              	 	
                The
                  undersigned is a non-profit organization within the meaning of
                  Section
                  501(c)(3) of the Internal Revenue Code, corporation, business trust,
                  or
                  partnership, not formed for the purpose of acquiring the securities
                  offered, with total assets in excess of $5,000,000.

              
	 	 	 	 	 
	 	 	 	 	____________________________________________
	 	 	 	 	____________________________________________
	 	 	 	 	
                (describe
                  entity)

              
	 	 	 	 	 
	
                Category
                  VI

              	 	
                
                  _____

                

              	 	
                The
                  undersigned is a trustee for a trust that is revocable by the grantor
                  at
                  any time (including an IRA) and the grantor qualified under either
                  Category I or Category II above. A copy of the declaration of trust
                  or
                  trust agreement and a representation as to the net worth or income
                  of the
                  grantor is enclosed.

              
	 	 	 	 	 
	
                Category
                  VII

              	 	
                
                  _____

                

              	 	
                The
                  undersigned is an entity all the equity owners of which are “accredited
                  investors” within one or more of the above categories, other than Category
                  IV or Category V. If
                  relying upon this category alone, each equity owner must complete
                  a
                  separate copy of this Agreement.

              
	 	 	 	 	 
	 	 	 	 	____________________________________________
	 	 	 	 	____________________________________________
	 	 	 	 	
                (describe
                  entity)

              


      

      


      
        
           

        

        
          6

          
            

          

        

        
           

        

         

      

    

    4.5
      Disclosure of Information.
      He has
      read the Memorandum and the representations concerning the Company contained
      in
      this Agreement, has made inquiry concerning the Company, its business and its
      personnel, and has had an opportunity to ask questions and receive answers
      from
      the Company regarding the terms and conditions of the offering of the Units
      and
      the business, properties, prospects and financial condition of the Company;
      the
      officers of the Company have made available to him all written information
      which
      he has requested and have answered to his satisfaction all inquiries made by
      him. The foregoing, however, does not limit or modify the representations and
      warranties of the Company in Section 3 of this Agreement or his right to rely
      thereon.

    


    4.6
      Legends.
      It is
      understood that the shares of Common Stock underlying the Units, the Warrants
      and the Warrant Shares may bear a legend in substantially the following
      form:

    


    THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE

    SECURITIES
      ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
      HYPOTHECATED OR OTHERWISE

    TRANSFERRED
      IN THE ABSENCE OF A REGISTRATION

    STATEMENT
      WITH RESPECT TO THE SECURITIES UNDER SUCH

    ACT
      AND THE OPINION OF COUNSEL REASONABLY

    SATISFACTORY
      TO THE COMPANY THAT SUCH REGISTRATION IS

    NOT
      REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR

    RULE
      144A OF SUCH ACT OR TO AN AFFILIATE.

    


    4.7
      Power and Authority.
      He has
      the requisite power and authority to enter into this Agreement, to purchase
      the
      Units and to carry out and perform his obligations under the terms of this
      Agreement. The execution, delivery and performance by him of this Agreement
      and
      the other Transaction Documents to which he is a party do not contravene the
      terms of any organizational documents and do not violate, conflict with or
      result in any breach or contravention of any contract or agreement to which
      he
      or it is a party or constitute a violation of any law, regulation, judgment,
      order or decree applicable to him or it. 

     

    4.8
      Due Execution.
      This
      Agreement has been duly authorized, executed and delivered by the Purchaser
      and,
      upon due execution and delivery by the Company, will be a valid and binding
      agreement of the Purchaser, subject to laws of general application relating
      to
      bankruptcy, insolvency and the relief of debtors and rules and laws governing
      specific performance, injunctive relief and other equitable
      remedies.

    


    4.9
      Waiver of Penalty Provisions. Purchaser
      hereby grants to the Placement Agent the right to make good faith determinations
      that the Company is working in a timely fashion to file the Resale Registration
      Statement and to cause the Resale Registration Statement to become effective
      such that the Resale Registration Statement is filed with the Securities and
      Exchange Commission within one hundred and eighty (180) days after the date
      that
      the Company has raised a minimum of $4,000,0000 in this Offering and the Resale
      Registration Statement is declared effective within one hundred twenty (120)
      days after the filing date.  Upon such good faith determination(s) by the
      Placement Agent that the Company has acted in a timely fashion, the Placement
      Agent shall waive the penalty provisions relating to the exercise price of
      the
      Warrants, and upon such waiver those penalty provisions shall not apply. 
The Placement Agent shall make such determination(s) at each time that the
      penalty provisions otherwise would apply, as applicable, and shall advise the
      Company and Purchasers in writing of its good faith determination(s) no later
      than the date(s) on which the penalty provisions otherwise first would
      apply.

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    


    5. CONDITIONS
      OF PURCHASERS’ OBLIGATIONS AT CLOSING

    


    The
      obligations of each Purchaser to this Agreement to close are subject to the
      fulfillment on or before the Closing of each of the following conditions, unless
      waived by the Investor:

    


     5.1
      Representations and Warranties.
      The
      representations and warranties of the Company contained in Section 3 shall
      be
      true on and as of the Closing with the same effect as though such
      representations and warranties had been made on and as of the date of such
      Closing.

     

    5.2
      Performance.
      The
      Company shall have performed and complied with all agreements, obligations
      and
      conditions contained in this Agreement that are required to be performed or
      complied with by it on or before the Closing.

    


     5.3
      Qualifications.
      All
      authorizations, approvals, or permits, if any, of any governmental authority
      or
      regulatory body that are required in connection with the lawful issuance and
      sale of the Units shall be duly obtained and effective as of the
      Closing.

     

    6.
      PLACEMENT
      AGENT FEES AND EXPENSES 

    


    The
      Company has agreed and Purchaser acknowledges the agreement of the Company
      to
      pay to the Placement Agent, at each closing, a Placement Agent’s fee of ten
      (10%) percent and a non-accountable expense allowance of three (3%) percent
      of
      the purchase price for each Unit placed. In addition, the Company has agreed
      to
      issue the Placement Agent on a pro rata basis to the number of Units sold,
      up to
      Four Hundred Fifty Thousand (450,000) shares of Common Stock. Furthermore,
      the
      Placement Agent will receive a warrant (the “Placement Warrant”) to purchase an
      amount of shares of the Company’s common stock equal to Fifteen Percent (15%) of
      the aggregate number of Shares underlying the Units sold in the Offering The
      Placement Warrant shall be exercisable by Placement Agent on a cashless basis
      at
      Two Dollars ($2.00) per share for a period of five (5) years from the
      Termination of the Offering and the shares underlying the Placement Warrants
      will have registration rights consistent to those of the Purchasers.


     

    7.
      MISCELLANEOUS.

    


     7.1
      Entire Agreement; Effectiveness.
      This
      Agreement and the documents referred to herein constitute the entire agreement
      among the parties with respect to the subject matter hereof, and no party shall
      be liable or bound to any other party in any manner by any warranties,
      representations or covenants except as specifically set forth herein or therein.
      The terms and conditions of this Agreement shall inure to the benefit of and
      be
      binding upon the successors and assigns of the parties. Nothing in this
      Agreement, express or implied, is intended to confer upon any third party any
      rights, remedies, obligations or liabilities under or by reason of this
      Agreement, except as expressly provided in this Agreement.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    7.2
      Governing Law.
      This
      Agreement shall be governed by and construed under the laws of the State of
      New
      York, without regard to the conflicts of laws provisions of the State of New
      York or any other state.

    


    7.3
      Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

    


    7.4
      Headings.
      The
      headings used in this Agreement are used for convenience only and are not to
      be
      considered in construing or interpreting this Agreement.

    


    7.5
      Notices.
      Any
      notice required or permitted under this Agreement shall be given in writing
      and
      shall be deemed effectively given upon personal delivery, after three business
      days following deposit with the United States Post Office, postage prepaid,
      or
      after one business day if sent by confirmed telecopy, addressed:

     

    
      	 	 	(a) If to the Company:


      	 	 	 


      	 	 	
              Infobionics,
                Incorporated

            


      	 	 	756 Goodrich Avenue


      	 	 	St. Paul, MN 55105


      	 	 	Facsimile: (651)
              221-0965


    

     

    or
      at
      such other address as the Company shall have furnished to the Purchasers in
      writing; and

    


    (b)
      If to
      any Purchaser, the address set forth on the signature page hereof or at such
      other address as such Purchaser shall have furnished to the Company in
      writing.

    


    7.6
      Severability.
      In case
      any provision of this Agreement shall be invalid, illegal or unenforceable,
      it
      shall, to the extent practicable, be modified so as to make it valid, legal
      and
      enforceable and to retain, as nearly as practicable, the intent of the parties,
      and the validity, legality and enforceability of the remaining provisions shall
      not in any way be affected or impaired thereby.

    


    7.7
      Delays or Omissions.
      No
      delay or omission to exercise any right, power or remedy accruing to the Company
      or the Purchasers upon any breach, default or noncompliance of the Purchasers
      or
      the Company under this Agreement shall impair any such right, power or remedy,
      nor shall it be construed to be a waiver of any such breach, default or
      noncompliance, or any acquiescence therein, or of any similar breach, default
      or
      noncompliance thereafter occurring. It is further agreed that any waiver,
      permit, consent or approval of any kind or character on the part of the Company
      or the Purchasers of any breach, default or noncompliance under this Agreement
      or any waiver on the Company’s or the Purchasers’ part of any provisions or
      conditions of this Agreement must be in writing and shall be effective only
      to
      the extent specifically set forth in such writing and that all remedies, whether
      under this Agreement, by law, or otherwise afforded to the Company and the
      Purchasers, shall be cumulative and not alternative.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    
 

    7.8
      Amendments and Waivers.
      Except
      as otherwise expressly provided herein, any term of this Agreement may be
      amended and the observance of any term of this Agreement may be waived (either
      generally or in a particular instance, either retroactively or prospectively
      and
      either for a specified period of time or indefinitely) with the written consent
      of the Company and the Purchasers holding at least a majority of the principal
      amount of all Units then outstanding.

     

    7.9
      Survival of Covenants and Agreements, Representations and
      Warranties.
      All
      covenants and agreements contained herein or made in writing by the Company
      or
      the Purchasers in connection with the transactions contemplated hereby shall
      survive the execution and delivery of this Agreement, the Transaction Documents
      and the Closing until the respective Purchaser ceases to own the securities
      comprising the Units. All warranties and representations contained herein shall
      survive for a period of two years after the Closing.

     

    7.10
      Further Assurances.
      Prior to
      and after the Closing, at the request of the Purchasers, the Company will take,
      or cause to be taken, all actions, and to do, or cause to be done, and to assist
      and cooperate in doing, as the Purchasers may reasonably deem necessary or
      desirable, all things necessary to consummate and make effective, in a
      practicable manner, the Closing and the other transactions contemplated by this
      Agreement and the Transaction Documents, including, without limitation, (a)
      the
      execution and delivery of any additional waivers, consents, confirmations,
      agreements, instruments or documents, or the taking of all actions, whether
      prior to or after the Closing, necessary to issue and sell the Units to the
      Purchasers and (b) to otherwise carry out the purpose and intent of this
      Agreement and the Transaction Documents.

    


    7.11
      Construction. The
      use
      of the neuter gender herein shall be deemed to include the masculine and
      feminine genders wherever necessary or appropriate, the use of the masculine
      gender shall be deemed to include the neuter and feminine genders and the use
      of
      the feminine gender shall be deemed to include the neuter and masculine genders
      wherever necessary or appropriate.

     


    
      
         

      

      
        10

        
          

        

      

      
         

      

    


    


    IN
      WITNESS WHEREOF,
      this
      Agreement has been executed by the Purchaser and by the Company on the
      respective dates set forth below

    


    No.
      of
      Units Purchased: ___________  $
      Amount
      of Units Purchased: $ ____________

    


    Individual
      Signature(s):   

    

      
        	
                ________________________

              	 	
                ______________________________

              
	
                Date

              	 	
                Signature
                  of Purchaser

              
	 	 	 
	
                ________________________

              	 	
                ______________________________

              
	
                Social
                  Security No.

              	 	
                Printed
                  Name

              
	 	 	 
	
                ________________________

              	 	
                __________________________

              
	
                Telephone
                  No.

              	 	
                Street

              
	 	 	 
	
                ________________________
                  

              	 	 
	
                Fax
                  No.

              	 	
                __________________________

              
	 	 	
                City      State      Zip

              
	 	 	 
	
                ________________________

              	 	
                __________________________

              
	
                Date

              	 	
                Signature
                  of Co-Purchaser

              
	 	 	 
	
                ________________________

              	 	
                 

              
	
                Social
                  Security No.

              	 	
                Printed
                  Name

              
	 	 	 
	
                ________________________

              	 	
                __________________________

              
	
                Telephone
                  No.

              	 	
                Street

              
	 	 	 
	
                 

              	 	
                __________________________

              
	 	 	
                City      State

              


      

    

     

    Subscription
      Accepted by:

    


    INFOBIONICS,
      INCORPORATED

     

    
      	 	 	 	 
	By:	 	 	
              Date:

            
	
              
                
John
                Bjelland, CEO

            	 	 	
              
                

              

            
	 	 	 	 



      
        
           

        

        
          11

          
            

          

        

        
           

        

      



    


    


    IN
      WITNESS WHEREOF,
      this
      Agreement has been executed by the Purchaser and by the Company on the
      respective dates set forth below.

    


    


    No.
      of
      Units Purchased: ___________  $                               
      Amount of Units Purchased: $ ____________

     

    
      	
              ________________________

            	 	
              __________________________

            
	
              Tax
                Identification No. 

            	 	
              Printed
                Name

            
	 	 	 
	
              ________________________

            	 	
              __________________________

            
	
              Date

            	 	Signature of
              Authorized
              Signatory
	 	 	 
	
              ________________________

            	 	
              __________________________

            
	
              Telephone
                No.

            	 	
              Street

            
	 	 	 
	
              ________________________
                

            	 	 
	
              Fax
                No.

            	 	
              __________________________

            
	 	 	
              City      State      Zip

            


    

     

    
      Subscription
        Accepted by:

      


      INFOBIONICS,
        INCORPORATED

       

      
        	 	 	 	 
	By:	 	 	
                Date:

              
	
                
                  
John
                  Bjelland, CEO

              	 	 	
                
                  

                

              
	 	 	 	 







    
      
         

      

      
        12

        
          

        

      

      
         

      

    


    


    


    SPECIAL
      SUBSCRIPTION INSTRUCTIONS FOR CORPORATE,

    PARTNERSHIP,
      TRUST, AND JOINT PURCHASERS

     

    If
      the
      Purchaser is a corporation, partnership, trust, or other entity or joint
      purchaser, the following additional instructions must be followed.
      INFORMATION ADDITIONAL TO THAT REQUESTED BELOW MAY ALSO BE REQUIRED BY THE
      COMPANY IN SOME CASES.

    


    I.
      Certificate. The Purchaser must date and sign the Certificate below, and, if
      requested by the Company, the Purchaser may also be required to provide an
      opinion of counsel to the same effect as this Certificate or a copy of (a)
      the
      corporation’s articles of incorporation, bylaws and authorizing resolution, (b)
      the partnership agreement, or (c) the trust agreement, as
      applicable.

    


    II.
      Securities Purchase Agreement

    


    A.
      Corporations.
      An
      authorized officer of the corporation must date, sign, and complete the
      Securities Purchase Agreement with information concerning the corporation.
      The
      officer should print the name of the corporation above his signature, and print
      his name and office below his signature.

    


    B.
      Partnerships.
      An
      authorized partner must date, sign, and complete the Securities Purchase
      Agreement with information concerning the partnership. The partner should print
      the name of the partnership above his signature, and print his name and the
      words “general partner” below his signature.

    


    C.
      Trusts.
      In the
      case of a trust, the authorized trustee should date, sign, and complete the
      Securities Purchase Agreement with information concerning the trust. The trustee
      should print the name of the trust above his signature, and print his name
      and
      the word “trustee” below his signature. In addition, an authorized trustee
      should also provide information requested in the Securities Purchase Agreement
      as it pertains to him as an individual.

    


    D.
      Joint
      Ownership.
      In all
      cases, each individual must date, sign, and complete the Securities Purchase
      Agreement. Joint investors must state if they are purchasing the Shares as
      joint
      tenants with the right of survivorship, tenants in common, or community
      property, and each must execute the Securities Purchase Agreement Signature
      Page

    


    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    
 

    CERTIFICATE
      FOR CORPORATE, PARTNERSHIP,

    TRUST,
      AND JOINT PURCHASERS

    


    If
      the
      Purchaser is a corporation, partnership, trust, joint purchaser, or other
      entity, an authorized officer, partner, or trustee must complete, date, and
      sign
      this Certificate.

     

    CERTIFICATE

     

    I
      hereby
      certify that:

    


    a.
      The
      Purchaser has been duly formed and is validly existing and has full power and
      authority to invest in INFOBIONICS, INCORPORATED 

    


    b.
      The
      Securities Purchase Agreement has been duly and validly authorized, executed,
      and delivered by the Purchaser and, upon acceptance by INFOBIONICS,
      INCORPORATED, will constitute the valid, binding, and enforceable obligation
      of
      the Purchaser.

     

    
      	
              
                Dated:
                  ________

              

            	 	
              __________________________

            
	 	 	
              Name
                of corporation, partnership, trust or joint purchases (please
                print)

            
	 	 	 
	 	 	
              _________________________________

            
	 	 	
              Signature
                and title of authorized officer, partner, trustee, or

            
	 	 	
              joint
                purchaser

            


       

      
        
           

        

        
          14