SECURITIES
      PURCHASE AGREEMENT

     

    SECURITIES
      PURCHASE AGREEMENT
      (the
      "Agreement"),
      dated
      as of July 16, 2007, by and among Flagship Global Health, Inc., a Delaware
      corporation, with headquarters located at 220 West 42nd
      Street,
      23rd
      Floor,
      New York, NY 10036 (the "Company"),
      and
      the investors listed on the Schedule of Buyers attached hereto (individually,
      a
      "Buyer"
      and
      collectively, the "Buyers").

     

    WHEREAS:

     

    A. The
      Company and each Buyer is executing and delivering this Agreement in reliance
      upon the exemption from securities registration afforded by Section 4(2) of
      the
      Securities Act of 1933, as amended (the "1933
      Act"),
      and
      Rule 506 of Regulation D ("Regulation
      D")
      as
      promulgated by the United States Securities and Exchange Commission (the
      "SEC")
      under
      the 1933 Act.

     

    B. Each
      Buyer wishes to purchase, and the Company wishes to sell, upon the terms and
      conditions stated in this Agreement, (i) that aggregate number of shares of
      the
      Common Stock, par value $0.001 per share, of the Company (the "Common
      Stock"),
      set
      forth opposite such Buyer's name in column (3) on the Schedule of Buyers (which
      aggregate amount for all Buyers together shall be 6,809,258 shares of Common
      Stock and shall collectively be referred to herein as the "Common
      Shares")
      and
      (ii) warrants, in substantially the form attached hereto as Exhibit
      A
      (the
      "Warrants"),
      to
      acquire that number of shares of Common Stock set forth opposite such Buyer's
      name in column (4) on the Schedule of Buyers (as exercised, collectively, the
      "Warrant
      Shares").

     

    C. Contemporaneously
      with the execution and delivery of this Agreement, the parties hereto are
      executing and delivering a Registration Rights Agreement, substantially in
      the
      form attached hereto as Exhibit
      B
      (the
      "Registration
      Rights Agreement")
      pursuant to which the Company has agreed to provide certain registration rights
      with respect to the Common Shares, and the Warrant Shares under the 1933 Act
      and
      the rules and regulations promulgated thereunder, and applicable state
      securities laws.

     

    D. The
      Common Shares, the Warrants and the Warrant Shares collectively are referred
      to
      herein as the "Securities".

     

    NOW,
      THEREFORE,
      the
      Company and each Buyer hereby agree as follows:

     

    
      	 	
              1.

            	
              PURCHASE
                AND SALE OF COMMON SHARES AND WARRANTS.

            


    

     

    (a) Purchase
      of Common Shares and Warrants.
      Subject
      to the satisfaction (or waiver) of the conditions set forth in Sections 6 and
      7
      below, the Company shall issue and sell to each Buyer, and each Buyer severally,
      but not jointly, agrees to purchase from the Company on the Closing Date (as
      defined below), the number of Common Shares as is set forth opposite such
      Buyer's name in column (3) on the Schedule of Buyers, along
      with Warrants to acquire up to that number of Warrant Shares as is set forth
      opposite such Buyer's name in column (4) on the Schedule of Buyers (the
      "Closing").
      The
      Closing shall occur on the Closing Date at the offices of Schulte Roth &
Zabel LLP, 919 Third Avenue, New York, New York 10022.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Purchase
      Price.
      The
      purchase price for the Common Shares and related Warrants to be purchased by
      each Buyer at the Closing shall be the amount set forth opposite such Buyer’s
      name in column (5) of the Schedule of Buyers (the "Purchase
      Price")
      which
      shall be equal to the amount of $2.20 per Common Share and the related
      Warrants.

     

    (c) Closing
      Date.
      The
      date and time of the Closing (the "Closing
      Date")
      shall
      be 10:00 a.m., New York City Time, on the date hereof (or such other date and
      time as is mutually agreed to by the Company and each Buyer).

     

    (d) Form
      of Payment.
      On the
      Closing Date, (i) each Buyer shall pay its respective Purchase Price to the
      Company for the Common Shares and Warrants to be issued and sold to such Buyer
      at the Closing, by wire transfer of immediately available funds in accordance
      with the Company's written wire instructions, and (ii) the Company shall
      deliver to each Buyer (A) one or more stock certificates, free and clear of
      all
      restrictive and other legends (except as expressly provided in Section 2(g)
      hereof), evidencing the number of Common Shares such Buyer is purchasing as
      is
      set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers and
      (B) a Warrant pursuant to which such Buyer shall have the right to acquire
      such
      number of Warrant Shares as is set forth opposite such Buyer’s name in column
      (4) of the Schedule of Buyers, in all cases duly executed on behalf of the
      Company and registered in the name of such Buyer.

     

    
      	 	
              2.

            	
              BUYER'S
                REPRESENTATIONS AND WARRANTIES.

            


    

     

    Each
      Buyer represents and warrants with respect to only itself that: 

     

    (a) No
      Public Sale or Distribution.
      Such
      Buyer is (i) acquiring the Common Shares and the Warrants and (ii) upon exercise
      of the Warrants will acquire the Warrant Shares issuable upon exercise thereof,
      in the ordinary course of business for its own account and not with a view
      towards, or for resale in connection with, the public sale or distribution
      thereof, except pursuant to sales registered or exempted under the 1933 Act
      and
      such Buyer does not have a present arrangement to effect any distribution of
      the
      Securities to or through any person or entity; provided,
      however,
      that by
      making the representations herein, such Buyer does not agree to hold any of
      the
      Securities for any minimum or other specific term and reserves the right to
      dispose of the Securities at any time in accordance with or pursuant to a
      registration statement or an exemption under the 1933 Act. Such Buyer is
      acquiring the Securities hereunder in the ordinary course of its business.
      Such
      Buyer does not presently have any agreement or understanding, directly or
      indirectly, with any Person to distribute any of the Securities.

     

    (b) Accredited
      Investor Status.
      Such
      Buyer is an "accredited investor" as that term is defined in Rule 501(a) of
      Regulation D.

     

    (c) Reliance
      on Exemptions.
      Such
      Buyer understands that the Securities are being offered and sold to it in
      reliance on specific exemptions from the registration requirements of United
      States federal and state securities laws and that the Company is relying in
      part
      upon the truth and accuracy of, and such Buyer's compliance with, the
      representations, warranties, agreements, acknowledgments and understandings
      of
      such Buyer set forth herein in order to determine the availability of such
      exemptions and the eligibility of such Buyer to acquire the
      Securities.

     

    
      
        
        

      

      
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    (d) Information.
      Such
      Buyer and its advisors, if any, have been furnished with all materials relating
      to the business, finances and operations of the Company and materials relating
      to the offer and sale of the Securities which have been requested by such Buyer.
      Such Buyer and its advisors, if any, have been afforded the opportunity to
      ask
      questions of the Company. Neither such inquiries nor any other due diligence
      investigations conducted by such Buyer or its advisors, if any, or its
      representatives shall modify, amend or affect such Buyer's right to rely on
      the
      Company's representations and warranties contained herein. Such Buyer
      understands that its investment in the Securities involves a high degree of
      risk
      and is able to afford a complete loss of such investment. Such Buyer has sought
      such accounting, legal and tax advice as it has considered necessary to make
      an
      informed investment decision with respect to its acquisition of the
      Securities.

     

    (e) No
      Governmental Review.
      Such
      Buyer understands that no United States federal or state agency or any other
      government or governmental agency has passed on or made any recommendation
      or
      endorsement of the Securities or the fairness or suitability of the investment
      in the Securities nor have such authorities passed upon or endorsed the merits
      of the offering of the Securities.

     

    (f) Transfer
      or Resale.
      Such
      Buyer understands that except as provided in the Registration Rights Agreement:
      (i) the Securities have not been and are not being registered under the 1933
      Act
      or any state securities laws, and may not be offered for sale, sold, assigned
      or
      transferred unless (A) subsequently registered thereunder, (B) such Buyer shall
      have delivered to the Company an opinion of counsel, in a generally acceptable
      form, to the effect that such Securities to be sold, assigned or transferred
      may
      be sold, assigned or transferred pursuant to an exemption from such
      registration, or (C) such Buyer provides the Company with reasonable assurance
      that such Securities can be sold, assigned or transferred pursuant to Rule
      144
      or Rule 144A promulgated under the 1933 Act, as amended, (or a successor rule
      thereto) (collectively, "Rule
      144");
      (ii)
      any sale of the Securities made in reliance on Rule 144 may be made only in
      accordance with the terms of Rule 144 and further, if Rule 144 is not
      applicable, any resale of the Securities under circumstances in which the seller
      (or the Person (as defined in Section 3(r)) through whom the sale is made)
      may
      be deemed to be an underwriter (as that term is defined in the 1933 Act) may
      require compliance with some other exemption under the 1933 Act or the rules
      and
      regulations of the SEC thereunder; and (iii) neither the Company nor any other
      Person is under any obligation to register the Securities under the 1933 Act
      or
      any state securities laws or to comply with the terms and conditions of any
      exemption thereunder. Notwithstanding the foregoing, the Securities may be
      pledged in connection with a bona fide margin account or other loan secured
      by
      the Securities and such pledge of Securities shall not be deemed to be a
      transfer, sale or assignment of the Securities hereunder, and no Buyer effecting
      a pledge of Securities shall be required to provide the Company with any notice
      thereof or otherwise make any delivery to the Company pursuant to this Agreement
      or any other Transaction Document (as defined below), including, without
      limitation, this Section 2(f); provided, that in order to make any sale,
      transfer or assignment of Securities, such Buyer and its pledgee makes such
      disposition in accordance with or pursuant to a registration statement or an
      exemption under the 1933 Act. 

     

    
      
        
        

      

      
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    (g) Legends.
      Such
      Buyer understands that the certificates or other instruments representing the
      Common Shares and the Warrant Shares and, until such time as the resale of
      the
      Common Shares and the Warrant Shares have been registered under the 1933 Act
      as
      contemplated by the Registration Rights Agreement, the stock certificates
      representing the Warrant Shares, except as set forth below, shall bear any
      legend as required by the "blue sky" laws of any state and a restrictive legend
      in substantially the following form (and a stop-transfer order may be placed
      against transfer of such stock certificates):

     

    [NEITHER
      THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR
      THE
      SECURITIES INTO WHICH THESE SECURITIES ARE [EXERCISABLE]
      HAVE
      BEEN][THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN]
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
      SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
      OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
      THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
      OF COUNSEL IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED
      UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER
      SAID
      ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION
      WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED
      BY THE SECURITIES.

    


    The
      legend set forth above shall be removed and the Company shall issue a
      certificate without such legend to the holder of the Securities upon which
      it is
      stamped or issue to such holder by electronic delivery at the applicable balance
      account at The Depository Trust Company ("DTC"),
      if,
      unless otherwise required by state securities laws, (i) such Securities are
      registered for resale under the 1933 Act, (ii) in connection with a sale,
      assignment or other transfer, such holder provides the Company with an opinion
      of counsel reasonably satisfactory to the Company, in a generally acceptable
      form, to the effect that such sale, assignment or transfer of the Securities
      may
      be made without registration under the applicable requirements of the 1933
      Act
      and that such legend is no longer required, or (iii) such holder provides the
      Company with reasonable assurance that the Securities can be sold, assigned
      or
      transferred pursuant to Rule 144 or Rule 144A. The Company shall be responsible
      for the fees of its transfer agent and all DTC fees associated with such
      issuance. If the Company shall fail for any reason or for no reason to issue
      to
      the holder of the Securities within three (3) Trading Days after the occurrence
      of any of (i) through (iii) above, a certificate without such legend to the
      holder or to issue such Securities to such holder by electronic delivery at
      the
      applicable balance account at DTC, and if on or after such Trading Day the
      holder purchases (in an open market transaction or otherwise) shares of Common
      Stock to deliver in satisfaction of a sale by the holder of such Securities
      that
      the holder anticipated receiving without legend from the Company (a "Buy-In"),
      then
      the Company shall, within three (3) Business Days after the holder's request
      and
      in the holder's discretion, either (i) pay cash to the holder in an amount
      equal
      to the holder's total purchase price (including brokerage commissions, if any)
      for the shares of Common Stock so purchased (the "Buy-In
      Price"),
      at
      which point the Company's obligation to deliver such unlegended Securities
      shall
      terminate, or (ii) promptly honor its obligation to deliver to the holder such
      unlegended Securities as provided above and pay cash to the holder in an amount
      equal to the excess (if any) of the Buy-In Price over the product of (A) such
      number of shares of Common Stock, times (B) the Closing Bid Price (as defined
      in
      the Warrants) on the date of exercise.

     

    
      
        
        

      

      
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    (h) Validity;
      Enforcement.
      This
      Agreement and the Registration Rights Agreement have been duly and validly
      authorized, executed and delivered on behalf of such Buyer and shall constitute
      the legal, valid and binding obligations of such Buyer enforceable against
      such
      Buyer in accordance with their respective terms, except as such enforceability
      may be limited by general principles of equity or to applicable bankruptcy,
      insolvency, reorganization, moratorium, liquidation and other similar laws
      relating to, or affecting generally, the enforcement of applicable creditors'
      rights and remedies. 

     

    (i) No
      Conflicts.
      The
      execution, delivery and performance by such Buyer of this Agreement and the
      Registration Rights Agreement and the consummation by such Buyer of the
      transactions contemplated hereby and thereby will not (i) result in a violation
      of the organizational documents of such Buyer or (ii) conflict with, or
      constitute a default (or an event which with notice or lapse of time or both
      would become a default) under, or give to others any rights of termination,
      amendment, acceleration or cancellation of, any agreement, indenture or
      instrument to which such Buyer is a party, or (iii) result in a violation of
      any
      law, rule, regulation, order, judgment or decree (including federal and state
      securities laws) applicable to such Buyer, except in the case of clauses (ii)
      and (iii) above, for such conflicts, defaults, rights or violations which would
      not, individually or in the aggregate, reasonably be expected to have a material
      adverse effect on the ability of such Buyer to perform its obligations
      hereunder.

     

    (j) No
      Broker.
      Such
      Buyer has taken no action that would give rise to any claim by any person for
      brokerage commissions, finder's fees or similar payments relating to this
      Agreement or the transactions contemplated hereby.

     

    (k) Residency.
      Such
      Buyer is a resident of that jurisdiction specified below its address on the
      Schedule of Buyers.

     

    
      	 	
              3.

            	
              REPRESENTATIONS
                AND WARRANTIES OF THE COMPANY.

            


    

     

    The
      Company represents and warrants to each of the Buyers that:

     

    (a) Organization
      and Qualification.
      Each of
      the Company and its "Subsidiaries"
      (which
      for purposes of this Agreement means any entity in which the Company, directly
      or indirectly, owns capital stock or holds an equity or similar interest) are
      corporations duly organized and validly existing in good standing under the
      laws
      of the jurisdiction in which they are incorporated, and have the requisite
      corporate power and authorization to own their properties and to carry on their
      business as now being conducted. Each of the Company and its Subsidiaries is
      duly qualified as a foreign corporation to do business and is in good standing
      in every jurisdiction in which its ownership of property or the nature of the
      business conducted by it makes such qualification necessary, except to the
      extent that the failure to be so qualified or be in good standing would not
      have
      a Material Adverse Effect. As used in this Agreement, "Material
      Adverse Effect"
      means
      any material adverse effect on the business, properties, assets, operations,
      results of operations, condition (financial or otherwise) or prospects of the
      Company and its Subsidiaries, taken as a whole, or on the transactions
      contemplated hereby and the other Transaction Documents (as defined below)
      or by
      the agreements and instruments to be entered into in connection herewith or
      therewith, or on the authority or ability of the Company to perform its
      obligations under the Transaction Documents. The Company has no Subsidiaries
      except as set forth on Schedule
      3(a).
      

     

    
      
        
        

      

      
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    (b) Authorization;
      Enforcement; Validity.
      The
      Company has the requisite corporate power and authority to enter into and
      perform its obligations under this Agreement, the Registration Rights Agreement,
      the Irrevocable Transfer Agent Instructions (as defined in Section 5), the
      Warrants and each of the other agreements entered into by the parties hereto
      in
      connection with the transactions contemplated by this Agreement (collectively,
      the "Transaction
      Documents")
      and to
      issue the Securities in accordance with the terms hereof and thereof. The
      execution and delivery of the Transaction Documents by the Company and the
      consummation by the Company of the transactions contemplated hereby and thereby,
      including, without limitation, the issuance of the Common Shares and the
      Warrants and the reservation for issuance and the issuance of the Warrant Shares
      issuable upon exercise of the Warrant have been duly authorized by the Company's
      Board of Directors and no further consent or authorization is required by the
      Company, its Board of Directors or its stockholders. This Agreement and the
      other Transaction Documents have been duly executed and delivered by the
      Company, and constitute the legal, valid and binding obligations of the Company,
      enforceable against the Company in accordance with their respective terms,
      except as such enforceability may be limited by general principles of equity
      or
      applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
      or
      similar laws relating to, or affecting generally, the enforcement of applicable
      creditors' rights and remedies.

     

    (c) Issuance
      of Securities.
      The
      Common Shares and the Warrants are duly authorized and, upon issuance in
      accordance with the terms hereof, shall be validly issued and free from all
      taxes, liens and charges with respect to the issue thereof and the Common Shares
      shall be fully paid and nonassessable with the holders being entitled to all
      rights accorded to a holder of Common Stock. As of the Closing Date, the Company
      shall have duly authorized and reserved for issuance a number of shares of
      Common Stock which equals the number of Warrant Shares. The Company shall,
      so
      long as any of the Warrants are outstanding, take all action necessary to
      reserve and keep available out of its authorized and unissued Common Stock,
      solely for the purpose of effecting the exercise of the Warrants, 120% of the
      number of shares of Common Stock issuable upon exercise of the Warrants. Upon
      exercise in accordance with the Warrants, the Warrant Shares will be validly
      issued, fully paid and nonassessable and free from all taxes, liens and charges
      with respect to the issue thereof, with the holders being entitled to all rights
      accorded to a holder of Common Stock. The offer and issuance by the Company
      of
      the Securities is exempt from registration under the 1933 Act.

     

    (d) No
      Conflicts.
      The
      execution, delivery and performance of the Transaction Documents by the Company
      and the consummation by the Company of the transactions contemplated hereby
      and
      thereby (including, without limitation, the issuance of the Common Shares and
      the Warrants and the reservation for issuance and issuance of the Warrant
      Shares) will not (i) result in a violation of the Certificate of Incorporation
      (as defined below) or Bylaws (as defined below) of the Company or any of its
      Subsidiaries or (ii) conflict with, or constitute a default (or an event which
      with notice or lapse of time or both would become a default) under, or give
      to
      others any rights of termination, amendment, acceleration or cancellation of,
      any material agreement, indenture or instrument to which the Company or any
      of
      its Subsidiaries is a party, or (iii) result in a violation of any law, rule,
      regulation, order, judgment or decree (including federal and state securities
      laws and regulations and the rules and regulations of NASDAQ's OTC Bulletin
      Board (the "Principal
      Market")
      applicable to the Company or any of its Subsidiaries or by which any property
      or
      asset of the Company or any of its Subsidiaries is bound or
      affected.

     

    
      
        
        

      

      
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    (e) Consents.
      The
      Company is not required to obtain any consent, authorization or order of, or
      make any filing or registration with, any court, governmental agency or any
      regulatory or self-regulatory agency or any other Person in order for it to
      execute, deliver or perform any of its obligations under or contemplated by
      the
      Transaction Documents, in each case in accordance with the terms hereof or
      thereof. All consents, authorizations, orders, filings and registrations which
      the Company is required to obtain pursuant to the preceding sentence have been
      obtained or effected on or prior to the Closing Date. The Company and its
      Subsidiaries are unaware of any facts or circumstances that might prevent the
      Company from obtaining or effecting any of the registration, application or
      filings pursuant to the preceding sentence. The Company is not in violation
      of
      the listing requirements of the Principal Market and has no knowledge of any
      facts that would reasonably lead to delisting or suspension of the Common Stock
      in the foreseeable future.

     

    (f) Acknowledgment
      Regarding Buyer's Purchase of Securities.
      The
      Company acknowledges and agrees that each Buyer is acting solely in the capacity
      of arm's length purchaser with respect to the Transaction Documents and the
      transactions contemplated hereby and thereby and that no Buyer is (i) an officer
      or director of the Company, (ii) an "affiliate" of the Company (as defined
      in
      Rule 144) or (iii) to the knowledge of the Company, a "beneficial owner" of
      more
      than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3
      of
      the Securities Exchange Act of 1934, as amended (the "1934
      Act")).
      The
      Company further acknowledges, to the best of the Company's knowledge, that
      no
      Buyer is acting as a financial advisor or fiduciary of the Company (or in any
      similar capacity) with respect to the Transaction Documents and the transactions
      contemplated hereby and thereby, and any advice given by a Buyer or any of
      its
      representatives or agents in connection with the Transaction Documents and
      the
      transactions contemplated hereby and thereby is merely incidental to such
      Buyer's purchase of the Securities. The Company further represents to each
      Buyer
      that the Company's decision to enter into the Transaction Documents has been
      based solely on the independent evaluation by the Company and its
      representatives.

     

    (g) No
      General Solicitation; Placement Agent's Fees.
      Neither
      the Company, nor any of its affiliates, nor any Person acting on its or their
      behalf, has engaged in any form of general solicitation or general advertising
      (within the meaning of Regulation D) in connection with the offer or sale of
      the
      Securities. The Company shall be responsible for the payment of any placement
      agent's fees, financial advisory fees, or brokers' commissions (other than
      for
      persons engaged by any Buyer or its investment advisor) relating to or arising
      out of the transactions contemplated hereby. The Company shall pay, and hold
      each Buyer harmless against, any liability, loss or expense (including, without
      limitation, attorney's fees and out-of-pocket expenses) arising in connection
      with any such claim. The Company acknowledges that it has engaged AIAS Group,
      LLC as placement agent (the "Agent")
      in
      connection with the sale of the Securities. Other than the Agent, the Company
      has not engaged any placement agent or other agent in connection with the sale
      of the Securities.

     

    
      
        
        

      

      
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    (h) No
      Integrated Offering.
      None of
      the Company, its Subsidiaries, any of their affiliates, and any Person acting
      on
      their behalf has, directly or indirectly, made any offers or sales of any
      security or solicited any offers to buy any security, under circumstances that
      would require registration of any of the Securities under the 1933 Act or cause
      this offering of the Securities to be integrated with prior offerings by the
      Company for purposes of the 1933 Act or any applicable stockholder approval
      provisions, including, without limitation, under the rules and regulations
      of
      any exchange or automated quotation system on which any of the securities of
      the
      Company are listed or designated. None of the Company, its Subsidiaries, their
      affiliates and any Person acting on their behalf will take any action or steps
      referred to in the preceding sentence that would require registration of any
      of
      the Securities under the 1933 Act or cause the offering of the Securities to
      be
      integrated with other offerings.

     

    (i) Dilutive
      Effect.
      The
      Company understands and acknowledges that the number of Warrant Shares issuable
      upon exercise of the Warrants will increase in certain circumstances. The
      Company further acknowledges that its obligation to issue the Warrant Shares
      upon exercise of the Warrants in accordance with this Agreement and the
      Warrants, in each case, is absolute and unconditional regardless of the dilutive
      effect that such issuance may have on the ownership interests of other
      stockholders of the Company.

     

    (j) Application
      of Takeover Protections; Rights Agreement.
      The
      Company and its board of directors have taken all necessary action, if any,
      in
      order to render inapplicable any control share acquisition, business
      combination, poison pill (including any distribution under a rights agreement)
      or other similar anti-takeover provision under the Certificate of Incorporation
      or the laws of the State of Delaware which is or could become applicable to
      any
      Buyer as a result of the transactions contemplated by this Agreement, including,
      without limitation, the Company's issuance of the Securities and any Buyer's
      ownership of the Securities. The Company has not adopted a stockholder rights
      plan or similar arrangement relating to accumulations of beneficial ownership
      of
      Common Stock or a change in control of the Company.

     

    (k) SEC
      Documents; Financial Statements.
      During
      the two (2) years prior to the date hereof, the Company has timely filed all
      reports, schedules, forms, statements and other documents required to be filed
      by it with the SEC pursuant to the reporting requirements of the 1934 Act (all
      of the foregoing filed prior to the date hereof or prior to the date of the
      Closing, and all exhibits included therein and financial statements and
      schedules thereto and documents incorporated by reference therein being
      hereinafter referred to as the "SEC
      Documents").
      The
      Company has delivered to the Buyers or their respective representatives true,
      correct and complete copies of the SEC Documents not available on the EDGAR
      system. As of their respective dates, the SEC Documents complied in all material
      respects with the requirements of the 1934 Act and the rules and regulations
      of
      the SEC promulgated thereunder applicable to the SEC Documents, and none of
      the
      SEC Documents, at the time they were filed with the SEC, contained any untrue
      statement of a material fact or omitted to state a material fact required to
      be
      stated therein or necessary in order to make the statements therein, in the
      light of the circumstances under which they were made, not misleading. As of
      their respective dates, the financial statements of the Company included in
      the
      SEC Documents complied as to form in all material respects with applicable
      accounting requirements and the published rules and regulations of the SEC
      with
      respect thereto. Such financial statements have been prepared in accordance
      with
      generally accepted accounting principles, consistently applied, during the
      periods involved (except (i) as may be otherwise indicated in such financial
      statements or the notes thereto, or (ii) in the case of unaudited interim
      statements, to the extent they may exclude footnotes or may be condensed or
      summary statements) and fairly present in all material respects the financial
      position of the Company as of the dates thereof and the results of its
      operations and cash flows for the periods then ended (subject, in the case
      of
      unaudited statements, to normal year-end audit adjustments). No other
      information provided by or on behalf of the Company to the Buyers which is
      not
      included in the SEC Documents, including, without limitation, information
      referred to in Section 2(d) of this Agreement, contains any untrue statement
      of
      a material fact or omits to state any material fact necessary in order to make
      the statements therein, in the light of the circumstance under which they are
      or
      were made, not misleading.

     

    
      
        
        

      

      
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    (l) Absence
      of Certain Changes.
      Except
      as disclosed in Schedule
      3(l),
      since
      December 31, 2006, there has been no material adverse change and no material
      adverse development in the business, properties, operations, condition
      (financial or otherwise), results of operations or prospects of the Company
      or
      its Subsidiaries. Except as disclosed in Schedule
      3(l),
      since
      December 31, 2006, the Company has not (i) declared or paid any dividends,
      (ii)
      sold any assets, individually or in the aggregate, in excess of $100,000 outside
      of the ordinary course of business or (iii) had capital expenditures,
      individually or in the aggregate, in excess of $100,000. The Company has not
      taken any steps to seek protection pursuant to any bankruptcy law nor does
      the
      Company have any knowledge or reason to believe that its creditors intend to
      initiate involuntary bankruptcy proceedings or any actual knowledge of any
      fact
      which would reasonably lead a creditor to do so. The Company is not as of the
      date hereof, and after giving effect to the transactions contemplated hereby
      to
      occur at the Closing, will not be Insolvent (as defined below). For purposes
      of
      this Section 3(l), "Insolvent"
      means,
      with respect to any Person (as defined in Section 3(r)) (i) the present fair
      saleable value of such Person's assets is less than the amount required to
      pay
      such Person's total Indebtedness (as defined in Section 3(r)), (ii) such Person
      is unable to pay its debts and liabilities, subordinated, contingent or
      otherwise, as such debts and liabilities become absolute and matured, (iii)
      such
      Person intends to incur or believes that it will incur debts that would be
      beyond its ability to pay as such debts mature or (iv) such Person has
      unreasonably small capital with which to conduct the business in which it is
      engaged as such business is now conducted and is proposed to be
      conducted.

     

    (m) No
      Undisclosed Events, Liabilities, Developments or Circumstances.
      No
      event, liability, development or circumstance has occurred or exists, or is
      contemplated to occur, with respect to the Company or its Subsidiaries or their
      respective business, properties, prospects, operations or financial condition,
      that would be required to be disclosed by the Company under applicable
      securities laws on a registration statement on Form S-1 filed with the SEC
      relating to an issuance and sale by the Company of its Common Stock and which
      has not been publicly announced.

     

    (n) Conduct
      of Business; Regulatory Permits.
      Neither
      the Company nor its Subsidiaries is in violation of any term of or in default
      under the Certificate of Incorporation or Bylaws or their organizational charter
      or certificate of incorporation or bylaws, respectively. Neither the Company
      nor
      any of its Subsidiaries is in violation of any judgment, decree or order or
      any
      statute, ordinance, rule or regulation applicable to the Company or its
      Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct
      its business in violation of any of the foregoing, except for possible
      violations which would not, individually or in the aggregate, have a Material
      Adverse Effect. Without limiting the generality of the foregoing, the Company
      is
      not in violation of any of the rules, regulations or requirements of the
      Principal Market and has no knowledge of any facts or circumstances that would
      reasonably lead to delisting or suspension of the Common Stock by the Principal
      Market in the foreseeable future. Since August 31, 2006, (i) the Common Stock
      has been designated for quotation or listed on the Principal Market, (ii)
      trading in the Common Stock has not been suspended by the SEC or the Principal
      Market and (iii) the Company has received no communication, written or oral,
      from the SEC or the Principal Market regarding the suspension or delisting
      of
      the Common Stock from the Principal Market. The Company and its Subsidiaries
      possess all certificates, authorizations and permits issued by the appropriate
      federal, state or foreign regulatory authorities necessary to conduct their
      respective businesses, except where the failure to possess such certificates,
      authorizations or permits would not have, individually or in the aggregate,
      a
      Material Adverse Effect, and neither the Company nor any such Subsidiary has
      received any notice of proceedings relating to the revocation or modification
      of
      any such certificate, authorization or permit.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (o) Foreign
      Corrupt Practices.
      Neither
      the Company, nor any of its Subsidiaries, nor any director, officer, agent,
      employee or other Person acting on behalf of the Company or any of its
      Subsidiaries has, in the course of its actions for, or on behalf of, the Company
      (i) used any corporate funds for any unlawful contribution, gift, entertainment
      or other unlawful expenses relating to political activity; (ii) made any direct
      or indirect unlawful payment to any foreign or domestic government official
      or
      employee from corporate funds; (iii) violated or is in violation of any
      provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or
      (iv)
      made any unlawful bribe, rebate, payoff, influence payment, kickback or other
      unlawful payment to any foreign or domestic government official or
      employee.

     

    (p) Sarbanes-Oxley
      Act.
      The
      Company is in compliance with any and all applicable requirements of the
      Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any
      and
      all applicable rules and regulations promulgated by the SEC thereunder that
      are
      effective as of the date hereof.

     

    (q) Transactions
      With Affiliates.
      None of
      the officers, directors or employees of the Company is presently a party to
      any
      transaction with the Company or any of its Subsidiaries (other than for ordinary
      course services as employees, officers or directors), including any contract,
      agreement or other arrangement providing for the furnishing of services to
      or
      by, providing for rental of real or personal property to or from, or otherwise
      requiring payments to or from any such officer, director or employee or, to
      the
      knowledge of the Company, any corporation, partnership, trust or other entity
      in
      which any such officer, director, or employee has a substantial interest or
      is
      an officer, director, trustee or partner.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (r) Equity
      Capitalization.
      As of
      the date hereof, the authorized capital stock of the Company consists of (y)
      175,000,000 shares of Common Stock, of which as of the date hereof, 61,730,129
      shares are issued and outstanding, 19,622,000 shares are reserved for issuance
      pursuant to the Company's employee incentive plan and other options and warrants
      outstanding and 12,552,781 shares are reserved for issuance pursuant to
      securities (other than the Warrants) exercisable or exchangeable for, or
      convertible into, shares of Common Stock and (z) 25,000,000 shares of preferred
      stock, of which as of the date hereof, no shares are issued and outstanding.
      All
      of such outstanding shares have been, or upon issuance will be, validly issued
      and are fully paid and nonassessable. Except as set forth on Schedule
      3(r):
      (i) no
      shares of the Company's capital stock are subject to preemptive rights or any
      other similar rights or any liens or encumbrances suffered or permitted by
      the
      Company; (ii) there are no outstanding options, warrants, scrip, rights to
      subscribe to, calls or commitments of any character whatsoever relating to,
      or
      securities or rights convertible into, or exercisable or exchangeable for,
      any
      shares of capital stock of the Company or any of its Subsidiaries, or contracts,
      commitments, understandings or arrangements by which the Company or any of
      its
      Subsidiaries is or may become bound to issue additional shares of capital stock
      of the Company or any of its Subsidiaries or options, warrants, scrip, rights
      to
      subscribe to, calls or commitments of any character whatsoever relating to,
      or
      securities or rights convertible into, or exercisable or exchangeable for,
      any
      shares of capital stock of the Company or any of its Subsidiaries; (iii) there
      are no outstanding debt securities, notes, credit agreements, credit facilities
      or other agreements, documents or instruments evidencing Indebtedness (as
      defined in Section 3(s)) of the Company or any of its Subsidiaries or by which
      the Company or any of its Subsidiaries is or may become bound; (iv) there are
      no
      financing statements securing obligations in any material amounts, either singly
      or in the aggregate, filed in connection with the Company or any of its
      Subsidiaries; (v) there are no agreements or arrangements under which the
      Company or any of its Subsidiaries is obligated to register the sale of any
      of
      their securities under the 1933 Act (except the Registration Rights Agreement);
      (vi) there are no outstanding securities or instruments of the Company or any
      of
      its Subsidiaries which contain any redemption or similar provisions, and there
      are no contracts, commitments, understandings or arrangements by which the
      Company or any of its Subsidiaries is or may become bound to redeem a security
      of the Company or any of its Subsidiaries; (vii) there are no securities or
      instruments containing anti-dilution or similar provisions that will be
      triggered by the issuance of the Securities; (viii) the Company does not have
      any stock appreciation rights or "phantom stock" plans or agreements or any
      similar plan or agreement; and (ix) the Company and its Subsidiaries have no
      liabilities or obligations required to be disclosed in the SEC Documents (as
      defined herein) but not so disclosed in the SEC Documents, other than those
      incurred in the ordinary course of the Company's or any Subsidiary's respective
      businesses and which, individually or in the aggregate, do not or would not
      have
      a Material Adverse Effect. The Company has furnished or made available to the
      Buyer upon such Buyer's request, true, correct and complete copies of the
      Company's Certificate of Incorporation, as amended and as in effect on the
      date
      hereof (the "Certificate
      of Incorporation"),
      and
      the Company's Bylaws, as amended and as in effect on the date hereof (the
      "Bylaws"),
      and
      the terms of all securities convertible into, or exercisable or exchangeable
      for, shares of Common Stock and the material rights of the holders thereof
      in
      respect thereto. 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (s) Indebtedness
      and Other Contracts.
      Except
      as disclosed in Schedule
      3(s),
      neither
      the Company nor any of its Subsidiaries (i) has any outstanding Indebtedness
      (as
      defined below), (ii) is a party to any contract, agreement or instrument, the
      violation of which, or default under which, by the other party(ies) to such
      contract, agreement or instrument would result in a Material Adverse Effect,
      (iii) is in violation of any term of or in default under any contract, agreement
      or instrument relating to any Indebtedness, except where such violations and
      defaults would not result, individually or in the aggregate, in a Material
      Adverse Effect, or (iv) is a party to any contract, agreement or instrument
      relating to any Indebtedness, the performance of which, in the judgment of
      the
      Company's officers, has or is expected to have a Material Adverse Effect. For
      purposes of this Agreement: (x) "Indebtedness"
      of any
      Person means, without duplication (A) all indebtedness for borrowed money,
      (B)
      all obligations issued, undertaken or assumed as the deferred purchase price
      of
      property or services (other than trade payables entered into in the ordinary
      course of business), (C) all reimbursement or payment obligations with respect
      to letters of credit, surety bonds and other similar instruments, (D) all
      obligations evidenced by notes, bonds, debentures or similar instruments,
      including obligations so evidenced incurred in connection with the acquisition
      of property, assets or businesses, (E) all indebtedness created or arising
      under
      any conditional sale or other title retention agreement, or incurred as
      financing, in either case with respect to any property or assets acquired with
      the proceeds of such indebtedness (even though the rights and remedies of the
      seller or bank under such agreement in the event of default are limited to
      repossession or sale of such property), (F) all monetary obligations under
      any
      leasing or similar arrangement which, in connection with generally accepted
      accounting principles, consistently applied for the periods covered thereby,
      is
      classified as a capital lease, (G) all indebtedness referred to in clauses
      (A)
      through (F) above secured by (or for which the holder of such Indebtedness
      has
      an existing right, contingent or otherwise, to be secured by) any mortgage,
      lien, pledge, charge, security interest or other encumbrance upon or in any
      property or assets (including accounts and contract rights) owned by any Person,
      even though the Person which owns such assets or property has not assumed or
      become liable for the payment of such indebtedness, and (H) all Contingent
      Obligations (as defined below) in respect of indebtedness or obligations of
      others of the kinds referred to in clauses (A) through (G) above; (y)
"Contingent
      Obligation"
      means,
      as to any Person, any direct or indirect liability, contingent or otherwise,
      of
      that Person with respect to any indebtedness, lease, dividend or other
      obligation of another Person if the primary purpose or intent of the Person
      incurring such liability, or the primary effect thereof, is to provide assurance
      to the obligee of such liability that such liability will be paid or discharged,
      or that any agreements relating thereto will be complied with, or that the
      holders of such liability will be protected (in whole or in part) against loss
      with respect thereto; and (z) "Person"
      means an
      individual, a limited liability company, a partnership, a joint venture, a
      corporation, a trust, an unincorporated organization and a government or any
      department or agency thereof.

     

    (t) Absence
      of Litigation.
      Except
      as set forth on Schedule
      3(t),
      there
      is no action, suit, proceeding, inquiry or investigation before or by the
      Principal Market, any court, public board, government agency, self-regulatory
      organization or body pending or, to the knowledge of the Company, threatened
      against or affecting the Company, the Common Stock or any of its Subsidiaries
      or
      any of the Company's or the Company's Subsidiaries' officers or directors,
      whether of a civil or criminal nature or otherwise. Other than as specifically
      noted on Schedule
      3(t),
      the
      matters set forth on Schedule
      3(t)
      would
      not have a Material Adverse Effect.

     

    (u) Insurance.
      The
      Company and each of its Subsidiaries are insured against such losses and risks
      and in such amounts as management of the Company believes to be prudent and
      customary in the businesses in which the Company and its Subsidiaries are
      engaged. Except as set forth on Schedule
      3(u), neither
      the Company nor any Subsidiary has been refused any insurance coverage sought
      or
      applied for. Neither the Company nor any Subsidiary has any reason to believe
      that it will not be able to renew its existing insurance coverage as and when
      such coverage expires or to obtain similar coverage from similar insurers as
      may
      be necessary to continue its business at a cost that would not have a Material
      Adverse Effect.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (v) Employee
      Relations.
      (i)
      Neither
      the Company nor any of its Subsidiaries is a party to any collective bargaining
      agreement or employs any member of a union. No executive officer of the Company
      or any of its Subsidiaries (as defined in Rule 501(f) of the 1933 Act) has
      notified the Company or any such Subsidiary that such officer intends to leave
      the Company or any such Subsidiary or otherwise terminate such officer's
      employment with the Company or any such Subsidiary. No executive officer of
      the
      Company, to the knowledge of the Company or any of its Subsidiaries, is, or
      is
      now expected to be, in violation of any material term of any employment
      contract, confidentiality, disclosure or proprietary information agreement,
      non-competition agreement, or any other contract or agreement or any restrictive
      covenant, and the continued employment of each such executive officer does
      not
      subject the Company or any of its Subsidiaries to any liability with respect
      to
      any of the foregoing matters.

     

    (ii) The
      Company and its Subsidiaries are in compliance with all federal, state, local
      and foreign laws and regulations respecting labor, employment and employment
      practices and benefits, terms and conditions of employment and wages and hours,
      except where failure to be in compliance would not, either individually or
      in
      the aggregate, reasonably be expected to result in a Material Adverse
      Effect.

     

    (w) Title.
      The
      Company and its Subsidiaries have good and marketable title in fee simple to
      all
      real property and good and marketable title to all personal property owned
      by
      them which is material to the business of the Company and its Subsidiaries,
      in
      each case free and clear of all liens, encumbrances and defects except such
      as
      do not materially affect the value of such property and do not interfere with
      the use made and proposed to be made of such property by the Company and any
      of
      its Subsidiaries. Any real property and facilities held under lease by the
      Company and any of its Subsidiaries are held by them under valid, subsisting
      and
      enforceable leases with such exceptions as are not material and do not interfere
      with the use made and proposed to be made of such property and buildings by
      the
      Company and its Subsidiaries.

     

    (x) Intellectual
      Property Rights.
      The
      Company and its Subsidiaries own or possess adequate rights or licenses to
      use
      all trademarks, trade names, service marks, service mark registrations, service
      names, patents, patent rights, copyrights, inventions, licenses, approvals,
      governmental authorizations, trade secrets and other intellectual property
      rights ("Intellectual
      Property Rights")
      necessary to conduct their respective businesses as now conducted. None of
      the
      Company's Intellectual Property Rights have expired or terminated, or are
      expected to expire or terminate within three years from the date of this
      Agreement. The Company does not have any knowledge of any infringement by the
      Company or its Subsidiaries of Intellectual Property Rights of others. There
      is
      no claim, action or proceeding being made or brought, or to the knowledge of
      the
      Company, being threatened, against the Company or any of its Subsidiaries
      regarding its Intellectual Property Rights. The Company is unaware of any facts
      or circumstances which might give rise to any of the foregoing infringements
      or
      claims, actions or proceedings. The Company and its Subsidiaries have taken
      reasonable security measures to protect the secrecy, confidentiality and value
      of all of their Intellectual Property Rights.

     

    (y) Environmental
      Laws.
      To the
      best of the Company's knowledge, the Company and its Subsidiaries (i) are in
      compliance with any and all Environmental Laws (as hereinafter defined), (ii)
      have received all permits, licenses or other approvals required of them under
      applicable Environmental Laws to conduct their respective businesses and (iii)
      are in compliance with all terms and conditions of any such permit, license
      or
      approval where, in each of the foregoing clauses (i), (ii) and (iii), the
      failure to so comply could be reasonably expected to have, individually or
      in
      the aggregate, a Material Adverse Effect. The term "Environmental
      Laws"
      means
      all federal, state, local or foreign laws relating to pollution or protection
      of
      human health or the environment (including, without limitation, ambient air,
      surface water, groundwater, land surface or subsurface strata), including,
      without limitation, laws relating to emissions, discharges, releases or
      threatened releases of chemicals, pollutants, contaminants, or toxic or
      hazardous substances or wastes (collectively, "Hazardous
      Materials") into
      the
      environment, or otherwise relating to the manufacture, processing, distribution,
      use, treatment, storage, disposal, transport or handling of Hazardous Materials,
      as well as all authorizations, codes, decrees, demands or demand letters,
      injunctions, judgments, licenses, notices or notice letters, orders, permits,
      plans or regulations issued, entered, promulgated or approved
      thereunder.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (z) Subsidiary
      Rights.
      The
      Company or one of its Subsidiaries has the unrestricted right to vote, and
      (subject to limitations imposed by applicable law) to receive dividends and
      distributions on, all capital securities of its Subsidiaries as owned by the
      Company or such Subsidiary.

     

    (aa) Tax
      Status.
      The
      Company and each of its Subsidiaries (i) has made or filed all federal, foreign
      and state income and all other tax returns, reports and declarations required
      by
      any jurisdiction to which it is subject, (ii) has paid all taxes and other
      governmental assessments and charges that are material in amount, shown or
      determined to be due on such returns, reports and declarations, except those
      being contested in good faith and (iii) has set aside on its books provision
      reasonably adequate for the payment of all taxes for periods subsequent to
      the
      periods to which such returns, reports or declarations apply. There are no
      unpaid taxes in any material amount claimed to be due by the taxing authority
      of
      any jurisdiction, and the officers of the Company know of no basis for any
      such
      claim.

     

    (bb) Internal
      Accounting and Disclosure Controls.
      The
      Company and each of its Subsidiaries maintain a system of internal accounting
      controls sufficient to provide reasonable assurance that (i) transactions are
      executed in accordance with management's general or specific authorizations,
      (ii) transactions are recorded as necessary to permit preparation of financial
      statements in conformity with generally accepted accounting principles and
      to
      maintain asset and liability accountability, (iii) access to assets or
      incurrence of liabilities is permitted only in accordance with management's
      general or specific authorization and (iv) the recorded accountability for
      assets and liabilities is compared with the existing assets and liabilities
      at
      reasonable intervals and appropriate action is taken with respect to any
      difference. The Company maintains disclosure controls and procedures (as such
      term is defined in Rule 13a-15 under the 1934 Act) that are effective in
      ensuring that information required to be disclosed by the Company in the reports
      that it files or submits under the 1934 Act is recorded, processed, summarized
      and reported, within the time periods specified in the rules and forms of the
      SEC, including, without limitation, controls and procedures designed in to
      ensure that information required to be disclosed by the Company in the reports
      that it files or submits under the 1934 Act is accumulated and communicated
      to
      the Company’s management, including its principal executive officer or officers
      and its principal financial officer or officers, as appropriate, to allow timely
      decisions regarding required disclosure. Except as set forth on Schedule
      3(bb),
      neither
      the Company nor any of its Subsidiaries have received any notice or
      correspondence from any accountant relating to any potential material weakness
      in any part of the system of internal accounting controls of the Company or
      any
      of its Subsidiaries.

     

    
      
        
        

      

      
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    (cc) Off
      Balance Sheet Arrangements.
      There
      is no transaction, arrangement, or other relationship between the Company and
      an
      unconsolidated or other off balance sheet entity that is required to be
      disclosed by the Company in its Exchange Act filings and is not so disclosed
      or
      that otherwise would be reasonably likely to have a Material Adverse
      Effect.

     

    (dd) Manipulation
      of Price.
      The
      Company has not, and to its knowledge no one acting on its behalf has, (i)
      taken, directly or indirectly, any action designed to cause or to result in
      the
      stabilization or manipulation of the price of any security of the Company to
      facilitate the sale or resale of any of the Securities, (ii) other than the
      Agent sold, bid for, purchased, or paid any compensation for soliciting
      purchases of, any of the Securities, or (iii) other than the Agent paid or
      agreed to pay to any person any compensation for soliciting another to purchase
      any other securities of the Company.

     

    (ee) Transfer
      Taxes.
      On the
      Closing Date, all stock transfer or other taxes (other than income or similar
      taxes) which are required to be paid in connection with the sale and transfer
      of
      the Securities to be sold to each Buyer hereunder will be, or will have been,
      fully paid or provided for by the Company, and all laws imposing such taxes
      will
      be or will have been complied with.

     

    (ff) Investment
      Company Status.
      The
      Company is not, and upon consummation of the sale of the Securities will not
      be,
      an "investment company," a company controlled by an "investment company" or
      an
      "affiliated person" of, or "promoter" or "principal underwriter" for, an
      "investment company" as such terms are defined in the Investment Company Act
      of
      1940, as amended.

     

    (gg) Acknowledgement
      Regarding Buyers' Trading Activity.
      It is
      understood and acknowledged by the Company that (i) none of the Buyers have
      been
      asked by the Company or its Subsidiaries to agree, nor has any Buyer agreed
      with
      the Company or its Subsidiaries, to desist from purchasing or selling, long
      and/or short, securities of the Company, or "derivative" securities based on
      securities issued by the Company or to hold the Securities for any specified
      term; (ii) any Buyer, and counterparties in "derivative" transactions to which
      any such Buyer is a party, directly or indirectly, presently may have a "short"
      position in the Common Stock, and (iii) each Buyer shall not be deemed to have
      any affiliation with or control over any arm's length counterparty in any
      "derivative" transaction. The Company further understands and acknowledges
      that
      (a) one or more Buyers may engage in hedging and/or trading activities at
      various times during the period that the Securities are outstanding and (b)
      such
      hedging and/or trading activities, if any, can reduce the value of the existing
      stockholders' equity interest in the Company both at and after the time the
      hedging and/or trading activities are being conducted. The Company acknowledges
      that such aforementioned hedging and/or trading activities do not constitute
      a
      breach of this Agreement or any of the documents executed in connection
      herewith.

     

    (hh) U.S.
      Real Property Holding Corporation.
      The
      Company is not, has never been, and so long as any Securities remain
      outstanding, shall not become, a U.S. real property holding corporation within
      the meaning of Section 897 of the Internal Revenue Code of 1986, as amended,
      and
      the Company shall so certify upon Buyer's request.

     

    
      
        
        

      

      
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    (ii) No
      Additional Agreements. The
      Company does not have any agreement or understanding with any Buyer with respect
      to the transactions contemplated by the Transaction Documents other than as
      specified in the Transaction Documents.

     

    (jj) Disclosure.
      The
      Company confirms that neither it nor any other Person acting on its behalf
      has
      provided any of the Buyers or their respective agents or counsel with any
      information that constitutes or could reasonably be expected to constitute
      material, nonpublic information. The Company understands and confirms that
      each
      of the Buyers will rely on the foregoing representations in effecting
      transactions in securities of the Company. All disclosure provided to the Buyers
      regarding the Company, its business and the transactions contemplated hereby,
      including the Schedules to this Agreement, furnished by or on behalf of the
      Company are true and correct and do not contain any untrue statement of a
      material fact or omit to state any material fact necessary in order to make
      the
      statements made therein, in the light of the circumstances under which they
      were
      made, not misleading. Each press release issued by the Company during the twelve
      (12) months preceding the date of this Agreement did not at the time of release
      contain any untrue statement of a material fact or omit to state a material
      fact
      required to be stated therein or necessary in order to make the statements
      therein, in the light of the circumstances under which they are made, not
      misleading. No event or circumstance has occurred or information exists with
      respect to the Company or any Subsidiary or either of its or their respective
      business, properties, prospects, operations or financial conditions, which,
      under applicable law, rule or regulation, requires public disclosure or
      announcement by the Company but which has not been so publicly announced or
      disclosed (assuming for this purpose that the Company's reports filed under
      the
      Exchange Act of 1934, as amended, are being incorporated into an effective
      registration statement filed by the Company under the 1933 Act). The Company
      acknowledges and agrees that no Buyer makes or has made any representations
      or
      warranties with respect to the transactions contemplated hereby other than
      those
      specifically set forth in Section 2.

     

    
      	 	
              4.

            	
              COVENANTS.

            


    

     

    (a) Best
      Efforts.
      Each
      party shall use its best efforts timely to satisfy each of the covenants and
      the
      conditions to be satisfied by it as provided in Sections 5, 6 and 7 of this
      Agreement.

     

    (b) Form
      D
      and Blue Sky.
      The
      Company agrees to file a Form D with respect to the Securities as required
      under
      Regulation D and to provide a copy thereof to each Buyer promptly after such
      filing. The Company, on or before the Closing Date, shall take such action
      as
      the Company shall reasonably determine is necessary in order to obtain an
      exemption for or to qualify the Securities for sale to the Buyers at the Closing
      pursuant to this Agreement under applicable securities or "Blue Sky" laws of
      the
      states of the United States (or to obtain an exemption from such qualification),
      and shall provide evidence of any such action so taken to the Buyers on or
      prior
      to the Closing Date. The Company shall make all filings and reports relating
      to
      the offer and sale of the Securities required under applicable securities or
      "Blue Sky" laws of the states of the United States following the Closing
      Date.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (c) Reporting
      Status.
      Until
      the date on which the Investors (as defined in the Registration Rights
      Agreement) shall have sold all the Common Shares and Warrant Shares and
      less
      than the Required Warrants (as defined below) are outstanding (the "Reporting
      Period"),
      the
      Company shall timely file all reports required to be filed with the SEC pursuant
      to the 1934 Act, and the Company shall not terminate its status as an issuer
      required to file reports under the 1934 Act even if the 1934 Act or the rules
      and regulations thereunder would otherwise permit such termination.

     

    (d) Use
      of
      Proceeds.
      The
      Company will use the proceeds from the sale of the Securities for general
      corporate purposes, including general and administrative expenses and, except
      as
      set forth on Schedule
      4(d),
      not for
      (i) the repayment of any outstanding Indebtedness of the Company or any of
      its
      Subsidiaries, or (ii) the redemption or repurchase of any of its or its
      Subsidiaries' equity securities.

     

    (e) Financial
      Information.
      The
      Company agrees to send the following to each Investor during the Reporting
      Period (i) unless the following are filed with the SEC through EDGAR and are
      available to the public through the EDGAR system, within one (1) Business Day
      (as defined below) after the filing thereof with the SEC, a copy of its Annual
      Reports on Form 10-K, its Quarterly Reports on Form 10-Q, any Current Reports
      on
      Form 8-K and any registration statements (other than on Form S-8) or amendments
      filed pursuant to the 1933 Act, and (ii) copies of any notices and other
      information made available or given to the stockholders of the Company
      generally, contemporaneously with the making available or giving thereof to
      the
      stockholders. As used herein, "Business
      Day"
      means
      any day other than Saturday, Sunday or other day on which commercial banks
      in
      The City of New York are authorized or required by law to remain
      closed.

     

    (f) Listing.
      The
      Company shall promptly secure the listing of all of the Registrable Securities
      (as defined in the Registration Rights Agreement) upon each national securities
      exchange and automated quotation system, if any, upon which the Common Stock
      is
      then listed (subject to official notice of issuance) and shall maintain such
      listing of all Registrable Securities from time to time issuable under the
      terms
      of the Transaction Documents. The Company shall, at a minimum, maintain the
      Common Stock's authorization for listing on the Principal Market. Neither the
      Company nor any of its Subsidiaries shall take any action which would be
      reasonably expected to result in the delisting or suspension of the Common
      Stock
      on the Principal Market. The Company shall pay all fees and expenses in
      connection with satisfying its obligations under this Section 4(f).

     

    (g)
      Fees.
      The
      Company shall reimburse FrontPoint
      Healthcare Fund, L.P
      (a
      Buyer) or its designee(s) (in addition to any other expense amounts paid to
      any
      Buyer prior to the date of this Agreement) for all reasonable costs and
      expenses, incurred in connection with the transactions contemplated by the
      Transaction Documents (including all reasonable legal fees and disbursements
      in
      connection therewith, documentation and implementation of the transactions
      contemplated by the Transaction Documents and due diligence in connection
      therewith) in an amount not to exceed $25,000, which amount shall be
      non-accountable and withheld by such Buyer from its Purchase Price at the
      Closing. The Company shall be responsible for the payment of any placement
      agent's fees, financial advisory fees, or broker's commissions (other than
      for
      Persons engaged by any Buyer) relating to or arising out of the transactions
      contemplated hereby, including, without limitation, any fees or commissions
      payable to the Agent. The Company shall pay, and hold each Buyer harmless
      against, any liability, loss or expense (including, without limitation,
      reasonable attorney's fees and out-of-pocket expenses) arising in connection
      with any claim relating to any such payment. 

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (h) Pledge
      of Securities.
      The
      Company acknowledges and agrees that the Securities may be pledged by an
      Investor (as defined in the Registration Rights Agreement) in connection with
      a
      bona fide margin agreement or other loan or financing arrangement that is
      secured by the Securities. The pledge of Securities shall not be deemed to
      be a
      transfer, sale or assignment of the Securities hereunder, and no Investor
      effecting a pledge of Securities shall be required to provide the Company with
      any notice thereof or otherwise make any delivery to the Company pursuant to
      this Agreement or any other Transaction Document, including, without limitation,
      Section 2(f) of this Agreement; provided that an Investor and its pledgee shall
      be required to comply with the provisions of Section 2(f) of this Agreement
      in
      order to effect a sale, transfer or assignment of Securities to such pledgee.
      The Company hereby agrees to execute and deliver such documentation as a pledgee
      of the Securities may reasonably request in connection with a pledge of the
      Securities to such pledgee by an Investor.

     

    (i) Disclosure
      of Transactions and Other Material Information.
      The
      Company shall, on or before 8:30 a.m., New York City time, on the second
      Business Day after the date of this Agreement, issue a press release (the
      "Press
      Release")
      reasonably acceptable to the Buyers disclosing all material terms of the
      transactions contemplated hereby. On
      or
      before 5:30 p.m., New York City time, on the
      fourth Business Day following the Closing Date, the Company shall file a Current
      Report on Form 8-K describing the terms of the transactions contemplated by
      the
      Transaction Documents in the form required by the 1934 Act, and attaching the
      material Transaction Documents (including, without limitation, this Agreement
      (and all schedules to this Agreement), the form of Warrant and the Registration
      Rights Agreement) as exhibits to such filing (including all attachments, the
      "8-K
      Filing").
      From
      and after the issuance of the Press Release, no Buyer shall be in possession
      of
      any material, nonpublic information received from the Company, any of its
      Subsidiaries or any of its respective officers, directors, employees or agents,
      that is not disclosed in the Press Release. The Company shall not, and shall
      cause each of its Subsidiaries and each of their respective officers, directors,
      employees and agents, not to, provide any Buyer with any material, nonpublic
      information regarding the Company or any of its Subsidiaries from and after
      the
      filing of the Press Release without the express written consent of such Buyer.
      If a Buyer has, or believes it has, received any such material, nonpublic
      information regarding the Company or any of its Subsidiaries, it may provide
      the
      Company with written notice thereof. The Company shall, within five (5) Trading
      Days of receipt of such notice, make public disclosure of such material,
      nonpublic information. In the event of a breach of the foregoing covenant by
      the
      Company, any of its Subsidiaries, or any of its or their respective officers,
      directors, employees and agents, in addition to any other remedy provided herein
      or in the Transaction Documents, a Buyer shall have the right to make a public
      disclosure, in the form of a press release, public advertisement or otherwise,
      of such material, nonpublic information without the prior approval by the
      Company, its Subsidiaries, or any of its or their respective officers,
      directors, employees or agents. No Buyer shall have any liability to the
      Company, its Subsidiaries, or any of its or their respective officers,
      directors, employees, stockholders or agents for any such disclosure. Subject
      to
      the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue
      any press releases or any other public statements with respect to the
      transactions contemplated hereby; provided,
      however,
      that
      the Company shall be entitled, without the prior approval of any Buyer, to
      make
      any press release or other public disclosure with respect to such transactions
      (i) in substantial conformity with the 8-K Filing and contemporaneously
      therewith and (ii) as is required by applicable law and regulations, including
      the applicable rules and regulations of the Principal Market (provided that
      in
      the case of clause (i) each Buyer shall be consulted by the Company in
      connection with any such press release or other public disclosure prior to
      its
      release). Without the prior written consent of any applicable Buyer, neither
      the
      Company nor any of its Subsidiaries or affiliates shall disclose the name of
      such Buyer in any filing, announcement, release or otherwise, unless such
      disclosure is required by law, regulation.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (j) Additional
      Registration Statements.
      Until
      the date that is six (6) months from the Effective Date (as defined in the
      Registration Rights Agreement), the Company will not file a registration
      statement under the 1933 Act relating to securities that are not the
      Securities.

     

    (k) Corporate
      Existence.
      So long
      as any Buyer beneficially owns at least ten percent (10%) of the Warrants issued
      at the Closing (the "Required
      Warrants"),
      the
      Company shall maintain its corporate existence and shall not sell all or
      substantially all of the Company's assets, except in the event of a merger
      or
      consolidation or sale of all or substantially all of the Company's assets,
      where
      the surviving or successor entity in such transaction (i) assumes the Company's
      obligations hereunder and under the agreements and instruments entered into
      in
      connection herewith and (ii) is a publicly traded corporation whose common
      stock
      is quoted on or listed for trading on the Principal Market, The NASDAQ Capital
      Market, The NASDAQ Global Market, The NASDAQ Global Select Market or The New
      York Stock Exchange, Inc.

     

    (l) Reservation
      of Shares.
      So long
      as any Buyer owns any Warrants, the Company shall take all action necessary
      to
      at all times have authorized, and reserved for the purpose of issuance no less
      than 120% of the number of shares of Common Stock issuable upon exercise of
      the
      Warrants then outstanding (without taking into account any limitations on the
      exercise of the Warrants set forth in the Warrants).

     

    (m) Additional
      Issuances of Securities.

     

    (i) For
      purposes of this Section 4(m), the following definitions shall
      apply.

     

    (1) "Approved
      Stock Plan"
      means
      any employee benefit plan which has been approved by the Board of Directors
      of
      the Company, pursuant to which the Company's securities may be issued to any
      employee, officer or director for services provided to the Company.

    


    (2) "Common
      Stock Equivalents"
      means,
      collectively, Options and Convertible Securities.

     

    (3) "Convertible
      Securities"
      means
      any stock or securities (other than Options) convertible into or exercisable
      or
      exchangeable for Common Stock.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    (4) "Excluded
      Securities"
      means
      Common Stock issued or issuable: (i) in connection with any Approved Stock
      Plan,
      (ii) upon exercise of the Warrants and (iii) upon conversion of any Options
      or
      Convertible Securities which are outstanding on the day immediately preceding
      the Closing Date, provided that the terms of such Options or Convertible
      Securities are not amended, modified or changed on or after the Closing
      Date.

     

    (5) "Options"
      means
      any rights, warrants or options to subscribe for or purchase Common Stock or
      Convertible Securities.

     

    (6) "Trading
      Day"
      means
      any day on which the Common Stock is traded on the Principal Market, or, if
      the
      Principal Market is not the principal trading market for the Common Stock,
      then
      on the principal securities exchange or securities market on which the Common
      Stock is then traded; provided that "Trading Day" shall not include any day
      on
      which the Common Stock is scheduled to trade on such exchange or market for
      less
      than 4.5 hours or any day that the Common Stock is suspended from trading during
      the final hour of trading on such exchange or market (or if such exchange or
      market does not designate in advance the closing time of trading on such
      exchange or market, then during the hour ending at 4:00 p.m., New York City
      time).

     

    (ii) Without
      the prior written consent of the Buyers, from the date hereof until the
      Effective Date (as defined in the Registration Rights Agreement) (the
      "Trigger
      Date"),
      the
      Company will not, directly or indirectly, offer, sell, grant any option to
      purchase, or otherwise dispose of (or announce any offer, sale, grant or any
      option to purchase or other disposition of) any of its or its Subsidiaries'
      equity or equity equivalent securities, including without limitation any debt,
      preferred stock or other instrument or security that is, at any time during
      its
      life and under any circumstances, convertible into or exchangeable or
      exercisable for shares of Common Stock or Common Stock Equivalents (any such
      offer, sale, grant, disposition or announcement being referred to as a
      "Subsequent
      Placement").
      Until
      the earlier of (i) such time as the Buyer beneficially owns less than the
      Required Warrants and (ii) the two (2) year anniversary of the Closing Date,
      the
      Company shall use its best efforts to not, directly or indirectly, permit any
      officer or director of the Company or any of its Subsidiaries to sell any Common
      Stock pursuant to a contract, instruction or plan in accordance with Rule 10b5-1
      of the 1934 Act.

     

    (iii) From
      the
      Trigger Date until the two (2) year anniversary thereof, the Company will not,
      directly or indirectly, effect any Subsequent Placement unless the Company
      shall
      have first complied with this Section 4(m)(iii).

     

    (1) The
      Company shall deliver to each Buyer an irrevocable written notice
      (the "Offer
      Notice")
      of any
      proposed or intended issuance or sale or exchange (the "Offer")
      of the
      securities being offered (the "Offered
      Securities")
      in a
      Subsequent Placement, which Offer Notice shall (w) identify and describe the
      Offered Securities, (x) describe the price and other terms upon which they
      are to be issued, sold or exchanged, and the number or amount of the Offered
      Securities to be issued, sold or exchanged, (y) identify the persons or
      entities (if known) to which or with which the Offered Securities are to be
      offered, issued, sold or exchanged and (z) offer to issue and sell to or
      exchange with such Buyers all of the Offered Securities, allocated among such
      Buyers (a) based on such Buyer's pro rata portion of Common Shares purchased
      hereunder (the "Basic
      Amount"),
      and
      (b) with respect to each Buyer that elects to purchase its Basic Amount, any
      additional portion of the Offered Securities attributable to the Basic Amounts
      of other Buyers as such Buyer shall indicate it will purchase or acquire should
      the other Buyers subscribe for less than their Basic Amounts (the "Undersubscription
      Amount"),
      which
      process shall be repeated until the Buyers shall have an opportunity to
      subscribe for any remaining Undersubscription Amount.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (2) To
      accept
      an Offer, in whole or in part, such Buyer must deliver a written notice to
      the
      Company prior to the end of the tenth (10th)
      Business Day after such Buyer's receipt of the Offer Notice (the "Offer
      Period"),
      setting forth the portion of such Buyer's Basic Amount that such Buyer elects
      to
      purchase and, if such Buyer shall elect to purchase all of its Basic Amount,
      the
      Undersubscription Amount, if any, that such Buyer elects to purchase (in either
      case, the "Notice
      of Acceptance").
      If
      the Basic Amounts subscribed for by all Buyers are less than the total of all
      of
      the Basic Amounts, then each Buyer who has set forth an Undersubscription Amount
      in its Notice of Acceptance shall be entitled to purchase, in addition to the
      Basic Amounts subscribed for, the Undersubscription Amount it has subscribed
      for; provided,
      however,
      that if
      the Undersubscription Amounts subscribed for exceed the difference between
      the
      total of all the Basic Amounts and the Basic Amounts subscribed for (the
      "Available
      Undersubscription Amount"),
      each
      Buyer who has subscribed for any Undersubscription Amount shall be entitled
      to
      purchase only that portion of the Available Undersubscription Amount as the
      Basic Amount of such Buyer bears to the total Basic Amounts of all Buyers that
      have subscribed for Undersubscription Amounts, subject to rounding by the
      Company to the extent its deems reasonably necessary.

     

    (3) The
      Company shall have ten (10) Business Days from the expiration of the Offer
      Period above to offer, issue, sell or exchange all or any part of such Offered
      Securities as to which a Notice of Acceptance has not been given by the eligible
      Buyers (the "Refused
      Securities"),
      but
      only to the offerees described in the Offer Notice (if so described therein)
      and
      only upon terms and conditions (including, without limitation, unit prices
      and
      interest rates) that are not more favorable to the acquiring person or persons
      or less favorable to the Company than those set forth in the Offer
      Notice.

     

    (4) In
      the
      event the Company shall propose to sell less than all the Refused Securities
      (any such sale to be in the manner and on the terms specified in Section
      4(m)(iii)(3) above), then each Buyer may, at its sole option and in its sole
      discretion, reduce the number or amount of the Offered Securities specified
      in
      its Notice of Acceptance to an amount that shall be not less than the number
      or
      amount of the Offered Securities that such Buyer elected to purchase pursuant
      to
      Section 4(m)(iii)(2) above multiplied by a fraction, (i) the numerator of which
      shall be the number or amount of Offered Securities the Company actually
      proposes to issue, sell or exchange (including Offered Securities to be issued
      or sold to Buyers pursuant to Section 4(m)(iii)(3) above prior to such
      reduction) and (ii) the denominator of which shall be the original amount of
      the
      Offered Securities. In the event that any Buyer so elects to reduce the number
      or amount of Offered Securities specified in its Notice of Acceptance, the
      Company may not issue, sell or exchange more than the reduced number or amount
      of the Offered Securities unless and until such securities have again been
      offered to the Buyers in accordance with Section 4(m)(iii)(1)
      above.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    (5) Upon
      the
      closing of the issuance, sale or exchange of all or less than all of the Refused
      Securities, the Buyers shall acquire from the Company, and the Company shall
      issue to the Buyers, the number or amount of Offered Securities specified in
      the
      Notices of Acceptance, as reduced pursuant to Section 4(m)(iii)(4) above if
      the
      Buyers have so elected, upon the terms and conditions specified in the Offer.
      Notwithstanding anything to the contrary contained in this Agreement, if the
      Company does not consummate the closing of the issuance, sale or exchange of
      all
      or less than all of the Refused Securities within ten (10) Business Days of
      the
      expiration of the Offer Period, the Company shall issue to the Buyers the number
      or amount of Offered Securities specified in the Notices of Acceptance, as
      reduced pursuant to Section 4(m)(iii)(4) above if the Buyers have so elected,
      upon the terms and conditions specified in the Offer. The purchase by the Buyers
      of any Offered Securities is subject in all cases to the preparation, execution
      and delivery by the Company and the Buyers of a purchase agreement relating
      to
      such Offered Securities reasonably satisfactory in form and substance to the
      Buyers and their respective counsel.

     

    (6) Any
      Offered Securities not acquired by the Buyers or other persons in accordance
      with Sections 4(m)(iii)(3) or 4(m)(iii)(5) above may not be issued, sold or
      exchanged until they are again offered to the Buyers under the procedures
      specified in this Agreement.

     

    (7) The
      Company and the Buyers agree that if any Buyer elects to participate in the
      Offer, (x) neither the Subsequent Placement Agreement with respect to such
      Offer
      nor any other transaction documents related thereto (collectively, the
      "Subsequent
      Placement Documents")
      shall
      include any term or provisions whereby any Buyer shall be required to agree
      to
      any restrictions in trading as to any securities of the Company owned by such
      Buyer prior to such Subsequent Placement, and (y) any registration rights set
      forth in such Subsequent Placement Documents shall be similar in all material
      respects to the registration rights contained in the Registration Rights
      Agreement.

     

    (8) Notwithstanding
      anything to the contrary in this Section 4(m) and unless otherwise agreed to
      by
      the Buyers, the Company shall either confirm in writing to the Buyers that
      the
      transaction with respect to the Subsequent Placement has been abandoned or
      shall
      publicly disclose its intention to issue the Offered Securities, in either
      case
      in such a manner such that the Buyers will not be in possession of material
      non-public information, by the fifteenth
      (15th)
      Business Day following delivery of the Offer Notice. If by the fifteenth
      (15th)
      Business Day following delivery of the Offer Notice no public disclosure
      regarding a transaction with respect to the Offered Securities has been made,
      and no notice regarding the abandonment of such transaction has been received
      by
      the Buyers, such transaction shall be deemed to have been abandoned and the
      Buyers shall not be deemed to be in possession of any material, non-public
      information with respect to the Company. Should the Company decide to pursue
      such transaction with respect to the Offered Securities, the Company shall
      provide each Buyer with another Offer Notice and each Buyer will again have
      the
      right of participation set forth in this Section 4(m)(iii). The Company shall
      not be permitted to deliver more than one such Offer Notice to the Buyers in
      any
      60 day period.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    (iv) The
      restrictions contained in subsections (ii) and (iii) of this Section 4(m) shall
      not apply in connection with the issuance of (i) any Excluded Securities or
      (iii) any securities issued in
      connection with any strategic acquisition by the Company, whether through an
      acquisition of stock or a merger of any business, assets or technologies the
      primary purpose of which is not to raise equity capital.

     

    (n) Restriction
      on Redemption and Cash Dividends.
      So long
      as at least the Required Warrants are outstanding, the Company shall not,
      directly or indirectly, redeem, or declare or pay any cash dividend or
      distribution on, the Common Stock without the prior express written consent
      of
      the holders of Warrants representing not less than a majority of the aggregate
      principal amount of the then outstanding Warrants.

     

    (o) Variable
      Securities; Dilutive Issuances.
      For so
      long as any Warrants remain outstanding, the Company shall not, in any manner,
      issue or sell any rights, warrants or options to subscribe for or purchase
      Common Stock or directly or indirectly convertible into or exchangeable or
      exercisable for Common Stock at a price which varies or may vary with the market
      price of the Common Stock, including by way of one or more reset(s) to any
      fixed
      price unless the conversion, exchange or exercise price of any such security
      cannot be less than the then applicable Exercise Price (as defined in the
      Warrants) with respect to the Common Stock into which any Warrant is
      exercisable. For so long as at least the Required Warrants remain outstanding,
      the Company shall not, in any manner, enter into or affect any Dilutive Issuance
      (as defined in the Warrants) if the effect of such Dilutive Issuance is to
      cause
      the Company to be required to issue upon exercise of any Warrant any shares
      of
      Common Stock in excess of that number of shares of Common Stock which the
      Company may issue upon exercise of the Warrants without breaching the Company's
      obligations under the rules or regulations of the Eligible Market (as defined
      in
      the Registration Rights Agreement). 

     

    (p) Conduct
      of Business.
      The
      business of the Company and its Subsidiaries shall not be conducted in violation
      of any law, ordinance or regulation of any governmental entity, except where
      such violations would not result, either individually or in the aggregate,
      in a
      Material Adverse Effect.

     

    (q) Board
      of Directors.
      The
      Company agrees to reconstitute the Board of Directors of the Company and the
      Company agrees to consider the recommendations received by FrontPoint
      Healthcare Fund, L.P
      in
      relation thereto, consistent with best corporate practices, which shall include
      initially limiting the number of directors to five (5), of which a majority
      will
      be outside directors. 

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    
      	 	
              5.

            	
              REGISTER;
                TRANSFER AGENT INSTRUCTIONS.

            


    

     

    (a) Register.
      The
      Company shall maintain at its principal executive offices (or such other office
      or agency of the Company as it may designate by notice to each holder of
      Securities), a register for the Common Shares and the Warrants, in which the
      Company shall record the name and address of the Person in whose name the Common
      Shares and
      the
      Warrants have been issued (including the name and address of each transferee),
      the number of Common Shares held by such Person, the number of Warrant Shares
      issuable upon exercise of the Warrants held by such Person and the number of
      Common Shares held by such Person. The Company shall keep the register open
      and
      available at all times, upon written notice from the Buyer or its legal
      representatives of not less than 48 hours, during business hours for inspection
      of any Buyer or its legal representatives.

     

    (b) Transfer
      Agent Instructions.
      The
      Company shall issue irrevocable instructions to its transfer agent, and any
      subsequent transfer agent, to issue certificates or credit shares to the
      applicable balance accounts at DTC, registered in the name of each Buyer or
      its
      respective nominee(s), for the Common Shares, and the Warrant Shares issued
      at
      the Closing or upon exercise of the Warrants in such amounts as specified from
      time to time by each Buyer to the Company upon exercise of the Warrants in
      the
      form of Exhibit
      C
      attached
      hereto (the "Irrevocable
      Transfer Agent Instructions").
      The
      Company warrants that no instruction other than the Irrevocable Transfer Agent
      Instructions referred to in this Section 5(b), and stop transfer instructions
      to
      give effect to Section 2(g) hereof, will be given by the Company to its transfer
      agent, and that the Securities shall otherwise be freely transferable on the
      books and records of the Company as and to the extent provided in this Agreement
      and the other Transaction Documents. If a Buyer effects a sale, assignment
      or
      transfer of the Securities in accordance with Section 2(g), the Company shall
      permit the transfer and shall promptly instruct its transfer agent to issue
      one
      or more certificates or credit shares to the applicable balance accounts at
      DTC
      in such name and in such denominations as specified by such Buyer to effect
      such
      sale, transfer or assignment. In the event that such sale, assignment or
      transfer involves Common Shares or Warrant Shares sold, assigned or transferred
      pursuant to an effective registration statement or pursuant to Rule 144, the
      transfer agent shall issue such Securities to the Buyer, assignee or transferee,
      as the case may be, without any restrictive legend. The Company acknowledges
      that a breach by it of its obligations hereunder will cause irreparable harm
      to
      a Buyer. Accordingly, the Company acknowledges that the remedy at law for a
      breach of its obligations under this Section 5(b) will be inadequate and agrees,
      in the event of a breach or threatened breach by the Company of the provisions
      of this Section 5(b), that a Buyer shall be entitled, in addition to all other
      available remedies, to an order and/or injunction restraining any breach and
      requiring immediate issuance and transfer, without the necessity of showing
      economic loss and without any bond or other security being
      required.

     

    
      	 	
              6.

            	
              CONDITIONS
                TO THE COMPANY'S OBLIGATION TO SELL.

            


    

     

    The
      obligation of the Company hereunder to issue and sell the Common Shares and
      the
      related Warrants to each Buyer at the Closing is subject to the satisfaction,
      at
      or before the Closing Date, of each of the following conditions, provided that
      these conditions are for the Company's sole benefit and may be waived by the
      Company at any time in its sole discretion by providing each Buyer with prior
      written notice thereof:

     

    (i) Such
      Buyer shall have executed each of the Transaction Documents to which it is
      a
      party and delivered the same to the Company.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    (ii) Such
      Buyer shall have delivered to the Company the Purchase Price (less, in the
      case
      of FrontPoint
      Healthcare Fund, L.P,
      the
      amounts withheld pursuant to Section 4(g)) for the Common Shares and the related
      Warrants being purchased by such Buyer and each other Buyer at the Closing
      by
      wire transfer of immediately available funds pursuant to the wire instructions
      provided by the Company.

     

    (iii) The
      representations and warranties of such Buyer shall be true and correct in all
      material respects as of the date when made and as of the Closing Date as though
      made at that time (except for representations and warranties that speak as
      of a
      specific date which shall be true and correct as of such specified date), and
      such Buyer shall have performed, satisfied and complied in all material respects
      with the covenants, agreements and conditions required by this Agreement to
      be
      performed, satisfied or complied with by such Buyer at or prior to the Closing
      Date.

     

    
      	 	
              7.

            	
              CONDITIONS
                TO EACH BUYER'S OBLIGATION TO PURCHASE.

            


    

     

    The
      obligation of each Buyer hereunder to purchase the Common Shares and the related
      Warrants at the Closing is subject to the satisfaction, at or before the Closing
      Date, of each of the following conditions, provided that these conditions are
      for each Buyer's sole benefit and may be waived by such Buyer at any time in
      its
      sole discretion by providing the Company with prior written notice
      thereof:

     

    (i) The
      Company shall have executed and delivered to such Buyer (i) each of the
      Transaction Documents and (ii) the Common Shares (in such amounts as such Buyer
      shall request) and
      the
      related Warrants (in such amounts as such Buyer shall request) being purchased
      by such Buyer at the Closing pursuant to this Agreement.

     

    (ii) Such
      Buyer shall have received the opinion of Kirkpatrick
      & Lockhart Preston Gates Ellis LLP,
      the
      Company's outside counsel ("Company
      Counsel"),
      dated
      as of the Closing Date, in substantially the form of Exhibit
      D attached
      hereto.

     

    (iii) The
      Company shall have delivered to such Buyer a copy of the Irrevocable Transfer
      Agent Instructions, in the form of Exhibit
      C
      attached
      hereto, which instructions shall have been delivered to and acknowledged in
      writing by the Company's transfer agent.

     

    (iv) The
      Company shall have delivered to such Buyer a certificate evidencing the good
      standing of the Company and each of its operating Subsidiaries in such
      corporation's state of incorporation issued by the Secretary of State of such
      state of incorporation as of a date within 10 days of the Closing
      Date.

     

    (v) The
      Company shall have delivered to such Buyer a certificate evidencing the
      Company's qualification as a foreign corporation and good standing issued by
      the
      Secretary of State (or comparable office) of each jurisdiction in which the
      Company conducts business and is required to so qualify, as of a date within
      10
      days of the Closing Date.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    (vi) The
      Common Stock (I) shall be listed on the Principal Market and (II) shall not
      have
      been suspended, as of the Closing Date, by the SEC or the Principal Market
      from
      trading on the Principal Market nor shall suspension by the SEC or the Principal
      Market have been threatened, as of the Closing Date, either (A) in writing
      by
      the SEC or the Principal Market or (B) by falling below the minimum listing
      maintenance requirements of the Principal Market.

     

    (vii) The
      Company shall have delivered to such Buyer a certified copy of the Certificate
      of Incorporation as certified by the Secretary of State of the State of Delaware
      within 10 days of the Closing Date.

     

    (viii) The
      Company shall have delivered to such Buyer a certificate, executed by the
      Secretary of the Company and dated as of the Closing Date, as to (i) the
      resolutions consistent with Section 3(b) as adopted by the Company's Board
      of
      Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate
      of
      Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the
      form attached hereto as Exhibit
      E.

     

    (ix) The
      representations and warranties of the Company shall be true and correct as
      of
      the date when made and as of the Closing Date as though made at that time
      (except for representations and warranties that speak as of a specific date
      which shall be true and correct as of such specified date) and the Company
      shall
      have performed, satisfied and complied in all respects with the covenants,
      agreements and conditions required by the Transaction Documents to be performed,
      satisfied or complied with by the Company at or prior to the Closing Date.
      Such
      Buyer shall have received a certificate, executed by the Chief Executive Officer
      of the Company, dated as of the Closing Date, to the foregoing effect and as
      to
      such other matters as may be reasonably requested by such Buyer in the form
      attached hereto as Exhibit
      F.

     

    (x) The
      Company shall have delivered to such Buyer a letter from the Company's transfer
      agent certifying the number of shares of Common Stock outstanding as of a date
      within five days of the Closing Date.

     

    (xi) The
      Company shall have obtained all governmental, regulatory or third party consents
      and approvals, if any, necessary for the sale of the Common Shares and the
      Warrants.

     

    (xii) The
      Company shall have delivered to such Buyer such other documents relating to
      the
      transactions contemplated by this Agreement as such Buyer or its counsel may
      reasonably request.

     

    8. TERMINATION .
      In
      the
      event that the Closing shall not have occurred with respect to a Buyer on or
      before five (5) Business Days from the date hereof due to the Company's or
      such
      Buyer's failure to satisfy the conditions set forth in Sections 6 and 7 above
      (and the nonbreaching party's failure to waive such unsatisfied condition(s)),
      the nonbreaching party shall have the option to terminate this Agreement with
      respect to such breaching party at the close of business on such date without
      liability of any party to any other party; provided,
      however,
      this if
      this Agreement is terminated pursuant to this Section 8, the Company shall
      remain obligated to reimburse the non-breaching Buyers for the expenses
      described in Section 4(g) above.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    
      	 	
              9.

            	
              MISCELLANEOUS.

            


    

     

    (a) Governing
      Law; Jurisdiction; Jury Trial.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by the internal laws of the State of New
      York, without giving effect to any choice of law or conflict of law provision
      or
      rule (whether of the State of New York or any other jurisdictions) that would
      cause the application of the laws of any jurisdictions other than the State
      of
      New York. Each party hereby irrevocably submits to the exclusive jurisdiction
      of
      the state and federal courts sitting in the City of New York, Borough of
      Manhattan for
      the
      adjudication of any dispute hereunder or in connection herewith or with any
      transaction contemplated hereby or discussed herein, and hereby irrevocably
      waives, and agrees not to assert in any suit, action or proceeding, any claim
      that it is not personally subject to the jurisdiction of any such court, that
      such suit, action or proceeding is brought in an inconvenient forum or that
      the
      venue of such suit, action or proceeding is improper. Each party hereby
      irrevocably waives personal service of process and consents to process being
      served in any such suit, action or proceeding by mailing a copy thereof to
      such
      party at the address for such notices to it under this Agreement and agrees
      that
      such service shall constitute good and sufficient service of process and notice
      thereof. Nothing contained herein shall be deemed to limit in any way any right
      to serve process in any manner permitted by law. EACH
      PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
      REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
      CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
      HEREBY. 

     

    (b) Counterparts.
      This
      Agreement may be executed in two or more identical counterparts, all of which
      shall be considered one and the same agreement and shall become effective when
      counterparts have been signed by each party and delivered to the other party;
      provided that a facsimile signature shall be considered due execution and shall
      be binding upon the signatory thereto with the same force and effect as if
      the
      signature were an original, not a facsimile signature.

     

    (c) Headings.
      The
      headings of this Agreement are for convenience of reference and shall not form
      part of, or affect the interpretation of, this Agreement.

     

    (d) Severability.
      If any
      provision of this Agreement shall be invalid or unenforceable in any
      jurisdiction, such invalidity or unenforceability shall not affect the validity
      or enforceability of the remainder of this Agreement in that jurisdiction or
      the
      validity or enforceability of any provision of this Agreement in any other
      jurisdiction.

     

    (e) Entire
      Agreement; Amendments.
      This
      Agreement supersedes all other prior oral or written agreements between the
      Buyers, the Company, their affiliates and Persons acting on their behalf with
      respect to the matters discussed herein, and this Agreement and the instruments
      referenced herein contain the entire understanding of the parties with respect
      to the matters covered herein and therein and, except as specifically set forth
      herein or therein, neither the Company nor any Buyer makes any representation,
      warranty, covenant or undertaking with respect to such matters. No provision
      of
      this Agreement may be amended other than by an instrument in writing signed
      by
      the Company and the holders of Common Shares representing at least a majority
      of
      the amount of the Common Shares, or, if prior to the Closing Date, the Buyers
      listed on the Schedule of Buyers as being obligated to purchase at least a
      majority of the amount of the Common Shares. No provision hereof may be waived
      other than by an instrument in writing signed by the party against whom
      enforcement is sought. No such amendment shall be effective to the extent that
      it applies to less than all of the holders of the Common Shares then
      outstanding. No consideration shall be offered or paid to any Person to amend
      or
      consent to a waiver or modification of any provision of any of the Transaction
      Documents unless the same consideration also is offered to all of the parties
      to
      the Transaction Documents, holders of Common Shares or holders of the Warrants,
      as the case may be. The Company has not, directly or indirectly, made any
      agreements with any Buyers relating to the terms or conditions of the
      transactions contemplated by the Transaction Documents except as set forth
      in
      the Transaction Documents. Without limiting the foregoing, the Company confirms
      that, except as set forth in this Agreement, no Buyer has made any commitment
      or
      promise or has any other obligation to provide any financing to the Company
      or
      otherwise. 

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    (f) Notices.
      Any
      notices, consents, waivers or other communications required or permitted to
      be
      given under the terms of this Agreement must be in writing and will be deemed
      to
      have been delivered: (i) upon receipt, when delivered personally; (ii) upon
      receipt, when sent by facsimile (provided confirmation of transmission is
      mechanically or electronically generated and kept on file by the sending party);
      or (iii) one Business Day after deposit with an overnight courier service,
      in
      each case properly addressed to the party to receive the same. The addresses
      and
      facsimile numbers for such communications shall be:

     

    If
      to the
      Company:

     

    Flagship
      Global Health, Inc.

    220
      West
      42nd
      Street,
      23rd
      Floor

    New
      York,
      NY 10036

    Telephone: 212-340-9100
      

    Facsimile: (212)-340-9101

    Attention: John
      H.
      Flood III

    Philip
      E.
      Barak

    


    With
      a
      copy (for informational purposes only) to:

    


    Kirkpatrick
      & Lockhart Preston Gates Ellis LLP 

    599
      Lexington Avenue

    New
      York,
      New York 10022

    Telephone: (212)
      536-3900

    Facsimile: (212)
      536-3901

    Attention: Robert
      S.
      Matlin, Esq.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    


    If
      to the
      Transfer Agent:

    


    Interwest
      Transfer Company, Inc.

    1981
      East
      Murray Holladay Road, Suite 100

    P.O.
      Box
      17136

    Salt
      Lake
      City, Utah 84117

    Telephone: (801)
      272-9294

    Facsimile: (801)
      277-3147 

    Attention: Lorraine
      Smith

    


    If
      to a
      Buyer, to its address and facsimile number set forth on the Schedule of Buyers,
      with copies to such Buyer's representatives as set forth on the Schedule of
      Buyers, 

     

    with
      a
      copy (for informational purposes only) to:

     

    Schulte
      Roth & Zabel LLP 

    919
      Third
      Avenue

    New
      York,
      New York 10022

    Telephone: (212)
      756-2000

    Facsimile: (212)
      593-5955

    Attention: Eleazer
      N. Klein, Esq.

     

    or
      to
      such other address and/or facsimile number and/or to the attention of such
      other
      Person as the recipient party has specified by written notice given to each
      other party five (5) days prior to the effectiveness of such change. Written
      confirmation of receipt (A) given by the recipient of such notice, consent,
      waiver or other communication, (B) mechanically or electronically generated
      by
      the sender's facsimile machine containing the time, date, recipient facsimile
      number and an image of the first page of such transmission or (C) provided
      by an
      overnight courier service shall be rebuttable evidence of personal service,
      receipt by facsimile or receipt from an overnight courier service in accordance
      with clause (i), (ii) or (iii) above, respectively.

     

    (g) Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their respective successors and assigns, including any purchasers of the Common
      Shares or the Warrants. The Company shall not assign this Agreement or any
      rights or obligations hereunder without the prior written consent of the holders
      of Common Shares representing at least a majority of the number of the Common
      Shares, including by merger or consolidation. A Buyer may assign some or all
      of
      its rights hereunder without the consent of the Company, in which event such
      assignee shall be deemed to be a Buyer hereunder with respect to such assigned
      rights.

     

    (h) No
      Third Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties hereto and their respective
      permitted successors and assigns, and is not for the benefit of, nor may any
      provision hereof be enforced by, any other Person.

     

    (i) Survival.
      Unless
      this Agreement is terminated under Section 8, the representations and warranties
      of the Company and the Buyers contained in Sections 2 and 3, the agreements
      and
      covenants set forth in Sections 4, 5 and 9 shall survive the Closing and the
      delivery and exercise of Securities, as applicable. Each Buyer shall be
      responsible only for its own representations, warranties, agreements and
      covenants hereunder.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    (j) Further
      Assurances.
      Each
      party shall do and perform, or cause to be done and performed, all such further
      acts and things, and shall execute and deliver all such other agreements,
      certificates, instruments and documents, as any other party may reasonably
      request in order to carry out the intent and accomplish the purposes of this
      Agreement and the consummation of the transactions contemplated
      hereby.

     

    (k) Indemnification.
      In
      consideration of each Buyer's execution and delivery of the Transaction
      Documents and acquiring the Securities thereunder and in addition to all of
      the
      Company's other obligations under the Transaction Documents, the Company shall
      defend, protect, indemnify and hold harmless each Buyer and each other holder
      of
      the Securities and all of their stockholders, partners, members, officers,
      directors, employees and direct or indirect investors and any of the foregoing
      Persons' agents or other representatives (including, without limitation, those
      retained in connection with the transactions contemplated by this Agreement)
      (collectively, the "Indemnitees")
      from
      and against any and all actions, causes of action, suits, claims, losses, costs,
      penalties, fees, liabilities and damages, and expenses in connection therewith
      (irrespective of whether any such Indemnitee is a party to the action for which
      indemnification hereunder is sought), and including reasonable attorneys' fees
      and disbursements (the "Indemnified
      Liabilities"),
      incurred by any Indemnitee as a result of, or arising out of, or relating to
      (a)
      any misrepresentation or breach of any representation or warranty made by the
      Company in the Transaction Documents or any other certificate, instrument or
      document contemplated hereby or thereby, (b) any breach of any covenant,
      agreement or obligation of the Company contained in the Transaction Documents
      or
      any other certificate, instrument or document contemplated hereby or thereby
      or
      (c) any cause of action, suit or claim brought or made against such Indemnitee
      by a third party (including for these purposes a derivative action brought
      on
      behalf of the Company) and arising out of or resulting from (i) the execution,
      delivery, performance or enforcement of the Transaction Documents or any other
      certificate, instrument or document contemplated hereby or thereby, (ii) any
      transaction financed or to be financed in whole or in part, directly or
      indirectly, with the proceeds of the issuance of the Securities, or (iii) the
      status of such Buyer or holder of the Securities as an investor in the Company.
      To the extent that the foregoing undertaking by the Company may be unenforceable
      for any reason, the Company shall make the maximum contribution to the payment
      and satisfaction of each of the Indemnified Liabilities which is permissible
      under applicable law. Except as otherwise set forth herein, the mechanics and
      procedures with respect to the rights and obligations under this Section 9(k)
      shall be the same as those set forth in Section 6 of the Registration Rights
      Agreement.

     

    (l) No
      Strict Construction.
      The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to express their mutual intent, and no rules of strict construction
      will
      be applied against any party.

     

    (m) Remedies.
      Each
      Buyer and each holder of the Securities shall have all rights and remedies
      set
      forth in the Transaction Documents and all rights and remedies which such
      holders have been granted at any time under any other agreement or contract
      and
      all of the rights which such holders have under any law. Any Person having
      any
      rights under any provision of this Agreement shall be entitled to enforce such
      rights specifically (without posting a bond or other security), to recover
      damages by reason of any breach of any provision of this Agreement and to
      exercise all other rights granted by law. Furthermore, the Company recognizes
      that in the event that it fails to perform, observe, or discharge any or all
      of
      its obligations under the Transaction Documents, any remedy at law may prove
      to
      be inadequate relief to the Buyers. The Company therefore agrees that the Buyers
      shall be entitled to seek temporary and permanent injunctive relief in any
      such
      case without the necessity of proving actual damages and without posting a
      bond
      or other security.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    (n) Rescission
      and
      Withdrawal Right.
      Notwithstanding anything to the contrary contained in (and without limiting
      any
      similar provisions of) the Transaction Documents, whenever any Buyer exercises
      a
      right, election, demand or option under a Transaction Document and the Company
      does not timely perform its related obligations within the periods therein
      provided, then such Buyer may rescind or withdraw, in its sole discretion from
      time to time upon written notice to the Company, any relevant notice, demand
      or
      election in whole or in part without prejudice to its future actions and
      rights

     

    (o) Payment
      Set Aside.
      To the
      extent that the Company makes a payment or payments to the Buyers hereunder
      or
      pursuant to any of the other Transaction Documents or the Buyers enforce or
      exercise their rights hereunder or thereunder, and such payment or payments
      or
      the proceeds of such enforcement or exercise or any part thereof are
      subsequently invalidated, declared to be fraudulent or preferential, set aside,
      recovered from, disgorged by or are required to be refunded, repaid or otherwise
      restored to the Company, a trustee, receiver or any other Person under any
      law
      (including, without limitation, any bankruptcy law, foreign, state or federal
      law, common law or equitable cause of action), then to the extent of any such
      restoration 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 enforcement or setoff had not occurred.

     

    (p) Independent
      Nature of Buyers' Obligations and Rights.
      The
      obligations of each Buyer under any Transaction Document are several and not
      joint with the obligations of any other Buyer, and no Buyer shall be responsible
      in any way for the performance of the obligations of any other Buyer under
      any
      Transaction Document. Nothing contained herein or in any other Transaction
      Document, and no action taken by any Buyer pursuant hereto or thereto, shall
      be
      deemed to constitute the Buyers as a partnership, an association, a joint
      venture or any other kind of entity, or create a presumption that the Buyers
      are
      in any way acting in concert or as a group with respect to such obligations
      or
      the transactions contemplated by the Transaction Documents and the Company
      acknowledges that the Buyers are not acting in concert or as a group with
      respect to such obligations or the transactions contemplated by the Transaction
      Documents. Each Buyer confirms that it has independently participated in the
      negotiation of the transaction contemplated hereby with the advice of its own
      counsel and advisors. Each Buyer shall be entitled to independently protect
      and
      enforce its rights, including, without limitation, the rights arising out of
      this Agreement or out of any other Transaction Documents, and it shall not
      be
      necessary for any other Buyer to be joined as an additional party in any
      proceeding for such purpose.

     

    [Signature
      Page Follows]

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      each
      Buyer and the Company have caused its respective signature page to this
      Securities Purchase Agreement to be duly executed as of the date first written
      above.

    
      	 	 	 
	 	
              COMPANY:

            
	 	 
	 	
              FLAGSHIP
                GLOBAL HEALTH, INC.

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Fred
              F. Nazem 
	 	
              

              Name:
                Fred F. Nazem

              Title:
                Chairman and CEO

            


    

     

    


    
      [Signature
        Page to Securities Purchase Agreement]

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      each
      Buyer and the Company have caused their respective signature page to this
      Securities Purchase Agreement to be duly executed as of the date first written
      above.

    
      
        	 	 	 
	 	
                
                  BUYERS:

                

              
	 	 
	 	
                
                  FRONTPOINT
                    HEALTHCARE FUND, L.P.

                

              
	 
 	 
 	 
 
	
              	By:  	/s/
                T.A.
                McKinney
	 	
                
                  

                

                Name:
                  T.A. McKinney 

                Title:
                  Authorized Signatory

              


      

       

       

    

    
      [Signature
        Page to Securities Purchase Agreement]

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    IN
      WITNESS WHEREOF,
      each
      Buyer and the Company have caused their respective signature page to this
      Securities Purchase Agreement to be duly executed as of the date first written
      above.

    
      
        
          	 	 	 
	 	
                  
                    
                      BUYERS:

                    

                  

                
	 	 
	 	
                  
                    
                      FRONTPOINT
                        HEALTHCARE FUND 2X, L.P.

                    

                  

                
	 
 	 
 	 
 
	
                	By:  	/s/
                  T.A.
                  McKinney 
	 	
                  
                    

                  

                  
                    Name:
                      T.A. McKinney 

                    Title:
                      Authorized Signatory

                  

                


        

         

         

      

    

    
      [Signature
        Page to Securities Purchase Agreement]

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

    

    IN
      WITNESS WHEREOF,
      each
      Buyer and the Company have caused their respective signature page to this
      Securities Purchase Agreement to be duly executed as of the date first written
      above.

    
      
        
          
            	 	 	 
	 	
                    
                      
                        
                          BUYERS:

                        

                      

                    

                  
	 	 
	 	
                    
                      
                        
                          FRONTPOINT
                            HEALTHCARE HORIZONS FUND,
                            L.P.

                        

                      

                    

                  
	 
 	 
 	 
 
	
                  	By:  	/s/
                    T.A.
                    McKinney 
	 	
                    
                      

                    

                    
                      Name:
                        T.A. McKinney 

                      Title:
                        Authorized Signatory

                    

                  


          

           

           

        

      

    

    
      [Signature
        Page to Securities Purchase Agreement]

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    IN
      WITNESS WHEREOF,
      each
      Buyer and the Company have caused their respective signature page to this
      Securities Purchase Agreement to be duly executed as of the date first written
      above.

    
      
        
          
            
              	 	 	 
	 	
                      
                        
                          
                            BUYERS:

                          

                        

                      

                    
	 	 
	 	
                      
                        
                          
                            
                              FRONTPOINT
                                HEALTHCARE LONG HORIZONS FUND,
                                L.P.

                            

                          

                        

                      

                    
	 
 	 
 	 
 
	
                    	By:  	/s/
                      T.A.
                      McKinney 
	 	
                      
                        

                      

                      
                        Name:
                          T.A. McKinney 

                        Title:
                          Authorized Signatory

                      

                    


            

             

          

        

      

    

     

    
      [Signature
        Page to Securities Purchase Agreement]