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                                                                   Exhibit 10.52

                               PURCHASE AGREEMENT

               THIS PURCHASE AGREEMENT ("Agreement") is made as of the 17th day
of July, 2003 by and among Antares Pharma, Inc., a Minnesota corporation (the
"Company"), and the Investors set forth on Schedule I affixed hereto, as such
Schedule may be amended from time to time in accordance with the terms of this
Agreement (each an "Investor" and collectively the "Investors").

                                    Recitals

               A. The Company and the Investors are executing and delivering
this Agreement in reliance upon the exemption from securities registration
afforded by the provisions of Regulation D ("Regulation D"), as promulgated by
the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act
of 1933, as amended; and

               B. The Investors wish to purchase from the Company, and the
Company wishes to sell and issue to the Investors, upon the terms and conditions
stated in this Agreement, such number of shares of the Company's Common Stock,
par value $0.01 per share (the "Common Stock"), as is set forth next to each
such Investor's name on Schedule I affixed hereto; and

               C. The Company has agreed that, upon consummation of the purchase
of the Common Stock, the Company will issue to each Investor, or its designee,
warrants to purchase such number of shares of the Company's Common Stock as is
set forth next to each such Investor's name on Schedule I affixed hereto, at an
exercise price of $1.25 per share, in the form attached hereto as Exhibit A (the
"Warrants"); and

               D. Contemporaneous with the sale of the Common Stock, the parties
hereto will execute and deliver a Registration Rights Agreement, in the form
attached hereto as Exhibit B (the "Registration Rights Agreement"), pursuant to
which, among other things, the Company will agree to provide certain
registration rights under the Securities Act of 1933, as amended (the "1933
Act"), and the rules and regulations promulgated thereunder, and applicable
state securities laws.

               In consideration of the mutual promises made herein and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

        1.     Definitions.  In addition to those terms defined above and
elsewhere in this Agreement, for the purposes of this Agreement, the following
terms shall have the meanings here set forth:

               "Affiliate" means, with respect to any Person, any other Person
which directly or indirectly Controls, is controlled by, or is under common
control with, such Person.

               "Business Day" means a day, other than a Saturday or Sunday, on
which banks in New York City are open for the general transaction of business.

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               "Common Stock" means the common stock, par value $0.01 per share,
of the Company, and any securities into which the Common Stock may be
reclassified.

               "Company's Knowledge" means the actual knowledge of the officers
of the Company, after due inquiry.

               "Confidential Information" means trade secrets, confidential
information and know-how (including but not limited to ideas, formulae,
compositions, processes, procedures and techniques, research and development
information, computer program code, performance specifications, support
documentation, drawings, specifications, designs, business and marketing plans,
and customer and supplier lists and related information).

               "Control" means the possession, direct or indirect, of the power
to direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise.

               "Intellectual Property" means all of the following: (i) patents,
patent applications, patent disclosures and inventions (whether or not
patentable and whether or not reduced to practice); (ii) trademarks, service
marks, trade dress, trade names, corporate names, logos, slogans and Internet
domain names, together with all goodwill associated with each of the foregoing;
(iii) copyrights and copyrightable works; (iv) registrations, applications and
renewals for any of the foregoing; (v) trade secrets, Confidential Information
and know-how (including, but not limited to, ideas, formulae, compositions,
manufacturing and production processes and techniques, research and development
information, drawings, specifications, designs, business and marketing plans,
and customer and supplier lists and related information); and (vi) computer
software (including, but not limited to, data, data bases and documentation).

               "Material Adverse Effect" means a material adverse effect on (i)
the assets, liabilities, results of operations, condition (financial or
otherwise), business, or prospects of the Company and its Subsidiaries taken as
a whole, or (ii) the ability of the Company to issue and sell the securities
contemplated hereby and to perform its obligations under the Transaction
Documents.

               "Nasdaq" means The Nasdaq Small Cap Market(SM), its successors
and assigns.

               "North Sound Entities" means each of (i) North Sound Legacy Fund
LLC, (ii) North Sound Legacy Institutional Fund LLC and (iii) North Sound Legacy
International Ltd. Each is individually referred to herein as a "North Sound
Entity."

               "Person" means an individual, corporation, partnership, limited
liability company, trust, business trust, association, joint stock company,
joint venture, sole proprietorship, unincorporated organization, governmental
authority or any other form of entity not specifically listed herein.

               "Scharfer" means Paul Scharfer.

               "SCO" means SCO Capital Partners LLC.


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               "SEC Filings" has the meaning set forth in Section 4.6.

               "Securities" means the Shares, the Warrants and the Warrant
Shares.

               "Shares" means the shares of Common Stock being purchased by the
Investors hereunder.

               "Subsidiary" has the meaning set forth in Section 4.1.

               "Transaction Documents" means this Agreement, the Warrants, the
Registration Rights Agreement and the Lock-Up Agreement.

               "Vertical Ventures" means Vertical Ventures Investments, LLC.

               "Warrant Shares" means the shares of Common Stock issuable upon
exercise of the Warrants.

               "1934 Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

        2.     Purchase and Sale of the Shares. Subject to the terms and
conditions of this Agreement, at the Closing (as defined below), SDS, SCO, Paul
Scharfer and Vertical Ventures (collectively, the "Investors") shall severally,
and not jointly, purchase, and the Company shall sell and issue to the
Investors, the Shares in the respective amounts set forth opposite their names
on Schedule I affixed hereto, in exchange for the cash consideration set forth
opposite their respective names on Schedule I affixed hereto. Also at the
Closing, the Company shall issue the Warrants to the Investors, or their
respective designees, in such amounts as set forth opposite their respective
names on Schedule I affixed hereto.

        3.     Closing. Upon confirmation that the other conditions to Closing
specified herein have been satisfied, each Investor shall promptly cause a wire
transfer in same day funds to be sent to the account of the Company as
instructed in writing by the Company, in an amount representing such Investor's
pro rata portion of the purchase price as set forth on Schedule I affixed hereto
(such date hereinafter referred to as the "Closing Date"). Upon confirmation of
the receipt of each such wire transfer in the Company's account, the Company
shall instruct its transfer agent to deliver to each Investor a certificate or
certificates, registered in such name or names as the Investors may designate,
representing the Shares purchased in the Closing, and Company shall also issue
the Warrants to the Investors or their respective designees (the "Closing"). The
purchase and sale of the Shares and the issuance of the Warrants in the Closing
shall take place at the offices of Leonard, Street and Deinard Professional
Association, 150 South Fifth Street, Suite 2300, Minneapolis, Minnesota, or at
such other location and on such other date as the Company and the Investors
shall mutually agree.

        4.     Representations and Warranties of the Company. The Company hereby
represents and warrants to the Investors on and as of the Closing Date, that,
except as set forth in the schedules delivered herewith (collectively, the
"Disclosure Schedules"):

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               4.1.   Organization, Good Standing and Qualification. Each of the
Company and its Subsidiaries, a complete list of which is set forth in Schedule
4.1 hereto ("Subsidiaries"), is a corporation duly incorporated, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation and has all requisite corporate power and authority to carry on
its business as now conducted and to own its properties. Each of the Company and
its Subsidiaries is duly qualified to do business as a foreign corporation and
is in good standing in each jurisdiction in which the conduct of its business or
its ownership or its leasing of property makes such qualification or licensing
necessary, unless the failure to so qualify would not have a Material Adverse
Effect.

               4.2.   Authorization. The Company has full power and authority
and has taken all requisite action on the part of the Company, its officers,
directors and stockholders necessary for (i) the authorization, execution and
delivery of the Transaction Documents, (ii) authorization of the performance of
all obligations of the Company hereunder or thereunder, and (iii) the
authorization, issuance (or reservation for issuance) and delivery of the
Securities. The Transaction Documents constitute the legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability, relating
to or affecting creditors' rights generally.

               4.3.   Capitalization.

               (a)    Schedule 4.3 sets forth (i) the authorized capital stock
of the Company on the date hereof, (ii) the number of shares of capital stock
issued and outstanding, (iii) the number of shares of capital stock issuable
pursuant to the Company's stock plans, and (iv) the number of shares of capital
stock issuable and reserved for issuance pursuant to securities (other than the
Shares and the Warrants) exercisable for, or convertible into or exchangeable
for any shares of capital stock of the Company. All of the issued and
outstanding shares of the Company's capital stock have been duly authorized and
validly issued and are fully paid, nonassessable and free of pre-emptive rights
and were issued in full compliance with applicable law and any rights of third
parties. All of the issued and outstanding shares of capital stock of each
Subsidiary have been duly authorized and validly issued and are fully paid,
nonassessable and free of pre-emptive rights, were issued in full compliance
with applicable law and any rights of third parties and are owned by the
Company, beneficially and of record, and, except as described on Schedule 4.3,
are subject to no lien, encumbrance or other adverse claim. No Person is
entitled to pre-emptive or similar statutory or contractual rights with respect
to any securities of the Company. Except as described on Schedule 4.3, there are
no outstanding warrants, options, convertible securities or other rights,
agreements or arrangements of any character under which the Company or any of
its Subsidiaries is or may be obligated to issue any equity securities of any
kind and except as contemplated by this Agreement, neither the Company nor any
of its Subsidiaries is currently in negotiations for the issuance of any equity
securities of any kind. Except as described on Schedule 4.3 and except for the
Registration Rights Agreement, there are no voting agreements, buy-sell
agreements, option or right of first purchase agreements or other agreements of
any kind among the Company and any of the security holders of the Company
relating to the securities of the Company. Except as described on Schedule 4.3,
the Company has not granted any Person the right to require the Company to
register any securities of the Company under the 1933 Act,

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whether on a demand basis or in connection with the registration of securities
of the Company for its own account or for the account of any other Person.

               (b)    Schedule 4.3 sets forth a true and complete table setting
forth the pro forma capitalization of the Company on a fully diluted basis
giving effect to (i) the issuance of the Shares and the Warrants, (ii) any
adjustments in other securities resulting from the issuance of the Shares or the
Warrants, and (iii) the exercise or conversion of all outstanding securities.
Except as described on Schedule 4.3, the issuance and sale of the Securities
hereunder will not obligate the Company to issue shares of Common Stock or other
securities to any other Person (other than the Investors) and will not result in
the adjustment of the exercise, conversion, exchange or reset price of any
outstanding security.

               (c)    The Company does not have outstanding shareholder purchase
rights or any similar arrangement in effect giving any Person the right to
purchase any equity interest in the Company upon the occurrence of certain
events.

               4.4.   Valid Issuance. The Shares have been duly and validly
authorized and, when issued and paid for pursuant to this Agreement, will be
validly issued, fully paid and nonassessable, and shall be free and clear of all
encumbrances and restrictions, except for restrictions on transfer set forth in
the Transaction Documents or imposed by applicable securities laws. The Warrants
have been duly and validly authorized. Upon the due exercise of the Warrants,
the Warrant Shares will be validly issued, fully paid and non-assessable free
and clear of all encumbrances and restrictions, except for restrictions on
transfer set forth in the Transaction Documents or imposed by applicable
securities laws. The Company has reserved a sufficient number of shares of
Common Stock for issuance upon the exercise of the Warrants, free and clear of
all encumbrances and restrictions, except for restrictions on transfer set forth
in the Transaction Documents or imposed by applicable securities laws.

               4.5.   Consents. The execution, delivery and performance by the
Company of the Transaction Documents and the offer, issuance and sale of the
Securities require no consent of, action by or in respect of, or filing with,
any Person, governmental body, agency, or official other than those consents set
forth on Schedule 4.5 and filings that have been made pursuant to applicable
state securities laws and post-sale filings pursuant to applicable state and
federal securities laws which the Company undertakes to file within the
applicable time periods. The Company has taken all action necessary to exempt
(i) the issuance and sale of the Securities, (ii) the issuance of the Warrant
Shares upon due exercise of the Warrants, and (iii) the other transactions
contemplated by the Transaction Documents from the provisions of any
anti-takeover, business combination or control share law or statute binding on
the Company or to which the Company or any of its assets and properties may be
subject or any provision of the Company's Articles of Incorporation, by-laws or
any shareholder rights agreement that is or could become applicable to the
Investors as a result of the transactions contemplated hereby, including without
limitation, the issuance of the Securities and the ownership, disposition or
voting of the Securities by the Investors or the exercise of any right granted
to the Investors pursuant to this Agreement or the other Transaction Documents.

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            4.6.   Delivery of SEC Filings; Business. The Company has provided
the Investors with copies of the Company's most recent Annual Report on Form
10-K for the fiscal year ended December 31, 2002 (the "10-K"), and all other
reports filed by the Company pursuant to the 1934 Act since the filing of the
10-K and prior to the date hereof (collectively, the "SEC Filings"). The SEC
Filings are the only filings required of the Company pursuant to the 1934 Act
for such period. The Company and its Subsidiaries are engaged only in the
business described in the SEC Filings and the SEC Filings contain a complete and
accurate description in all material respects of the business of the Company and
its Subsidiaries, taken as a whole.

            4.7.   Use of Proceeds. The proceeds of the sale of the Shares
hereunder shall be used by the Company for sales, research and development and
general corporate purposes consistent with its business as of the Closing Date.

            4.8.   No Material Adverse Change. Except as (a) identified and
described in the SEC Filings or as described on Schedule 4.8(a), since December
31, 2002, there has not been, and (b) disclosed on Schedule 4.8(b), since June
30, 2003, there has not been:

                   (i)    any change in the consolidated assets, liabilities,
financial condition or operating results of the Company from that reflected in
the financial statements included in the SEC Filings, except for changes in the
ordinary course of business which have not and could not reasonably be expected
to have a Material Adverse Effect, individually or in the aggregate;

                   (ii)   any declaration or payment of any dividend, or any
authorization or payment of any distribution, on any of the capital stock of the
Company, or any redemption or repurchase of any securities of the Company;

                   (iii)  any material damage, destruction or loss, whether or
not covered by insurance to any assets or properties of the Company or its
Subsidiaries;

                   (iv)   any waiver, not in the ordinary course of business, by
the Company or any Subsidiary of a material right or of a material debt owed to
it;

                   (v)    any satisfaction or discharge of any lien, claim or
encumbrance or payment of any obligation by the Company or a Subsidiary, except
in the ordinary course of business and which is not material to the assets,
properties, financial condition, operating results, prospects or business of the
Company and its Subsidiaries taken as a whole;

                   (vi)   any change or amendment to the Company's Articles of
Incorporation or by-laws, or material change to any material contract or
arrangement by which the Company or any Subsidiary is bound or to which any of
their respective assets or properties is subject;

                   (vii)  any material labor difficulties or labor union
organizing activities with respect to employees of the Company or any
Subsidiary;

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                   (viii)  any transaction entered into by the Company or a
Subsidiary other than in the ordinary course of business;

                   (ix)    the loss of the services of any key employee, or
material change in the composition or duties of the senior management of the
Company or any Subsidiary;

                   (x)     the loss or threatened loss of any customer which has
had or could reasonably be expected to have a Material Adverse Effect; or

                   (xi)    any other event or condition of any character that
has had or could reasonably be expected to have a Material Adverse Effect.

            4.9.   SEC Filings.

            (a)    At the time of filing thereof, the SEC Filings complied as to
form in all material respects with the requirements of the 1934 Act and did 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.

            (b)    Each registration statement and any amendment thereto filed
by the Company since January 1, 2001 pursuant to the 1933 Act and the rules and
regulations thereunder, as of the date such statement or amendment became
effective, complied as to form in all material respects with the 1933 Act and
did not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements made therein, in light of the circumstances under which they were
made, not misleading; and each prospectus filed pursuant to Rule 424(b) under
the 1933 Act, as of its issue date and as of the closing of any sale of
securities pursuant thereto did not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary in order to make the statements made therein, in the light of the
circumstances under which they were made, not misleading.

            4.10.  No Conflict, Breach, Violation or Default. The execution,
delivery and performance of the Transaction Documents by the Company and the
issuance and sale of the Securities will not conflict with or result in a breach
or violation of any of the terms and provisions of, or constitute a default
under (i) the Company's Articles of Incorporation or the Company's Bylaws, both
as in effect on the date hereof (true and accurate copies of which have been
provided to the Investors before the date hereof), or (ii)(a) any statute, rule,
regulation or order of any governmental agency or body or any court, domestic or
foreign, having jurisdiction over the Company, any Subsidiary or any of their
respective assets or properties, or (b) except as set forth on Schedule 4.10,
any agreement or instrument to which the Company or any Subsidiary is a party or
by which the Company or a Subsidiary is bound or to which any of their
respective assets or properties is subject.

            4.11.  Tax Matters. Each of the Company and each Subsidiary has
timely prepared and filed all tax returns required to have been filed by the
Company or such Subsidiary with all appropriate governmental agencies and timely
paid all taxes shown thereon or otherwise owed by it. The charges, accruals and
reserves on the books of the Company in respect of taxes

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for all fiscal periods are adequate in all material respects, and there are no
material unpaid assessments against the Company or any Subsidiary nor, to the
Company's Knowledge, any basis for the assessment of any additional taxes,
penalties or interest for any fiscal period or audits by any federal, state or
local taxing authority except for any assessment which is not material to the
Company and its Subsidiaries, taken as a whole. All taxes and other assessments
and levies that the Company or any Subsidiary is required to withhold or to
collect for payment have been duly withheld and collected and paid to the proper
governmental entity or third party when due. There are no tax liens or claims
pending or, to the Company's Knowledge, threatened against the Company or any
Subsidiary or any of their respective assets or property. Except as described on
Schedule 4.11, there are no outstanding tax sharing agreements or other such
arrangements between the Company and any Subsidiary or other corporation or
entity. Neither the Company nor any Subsidiary is presently undergoing any audit
by a taxing authority, or has waived or extended any statute of limitations at
the request of any taking authority.

            4.12.  Title to Properties. Except as disclosed in the SEC Filings
or as set forth on Schedule 4.12, the Company and each Subsidiary has good and
marketable title to all real properties and all other properties and assets
owned by it, in each case free from liens, encumbrances and defects that would
materially affect the value thereof or materially interfere with the use made or
currently planned to be made thereof by them; and except as disclosed in the SEC
Filings, the Company and each Subsidiary holds any leased real or personal
property under valid and enforceable leases with no exceptions that would
materially interfere with the use made or currently planned to be made thereof
by them.

            4.13.  Certificates, Authorities and Permits. The Company and each
Subsidiary possess adequate certificates, authorities or permits issued by
appropriate governmental agencies or bodies necessary to conduct the business
now operated by it, and neither the Company nor any Subsidiary has received any
notice of proceedings relating to the revocation or modification of any such
certificate, authority or permit that, if determined adversely to the Company or
such Subsidiary, could reasonably be expected to have a Material Adverse Effect,
individually or in the aggregate.

            4.14.  No Labor Disputes. No material labor dispute with the
employees of the Company or any Subsidiary exists or, to the Company's
Knowledge, is imminent.

            4.15.  Intellectual Property.

            (a)    All Intellectual Property of the Company and its Subsidiaries
is currently in compliance with all legal requirements (including timely
filings, proofs and payments of fees) and is valid and enforceable. Except as
listed on Schedule 4.15(a), no Intellectual Property of the Company or its
Subsidiaries which is necessary for the conduct of Company's and each of its
Subsidiaries' respective businesses as currently conducted or as currently
proposed to be conducted has been or is now involved in any cancellation,
dispute or litigation, and, to the Company's Knowledge, no such action is
threatened. Except as listed on Schedule 4.15(a), no patent of the Company or
its Subsidiaries has been or is now involved in any interference, reissue,
re-examination or opposition proceeding.

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            (b)    All of the licenses and sublicenses and consent, royalty or
other agreements concerning Intellectual Property which are necessary for the
conduct of the Company's and each of its Subsidiaries' respective businesses as
currently conducted or as currently proposed to be conducted to which the
Company or any Subsidiary is a party or by which any of their assets are bound
(other than generally commercially available, non-custom, off-the-shelf software
application programs having a retail acquisition price of less than $10,000 per
license) (collectively, "License Agreements") are valid and binding obligations
of the Company or its Subsidiaries that are parties thereto and, to the
Company's Knowledge, the other parties thereto, enforceable in accordance with
their terms, except to the extent that enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
other similar laws affecting the enforcement of creditors' rights generally, and
there exists no event or condition which will result in a material violation or
breach of or constitute (with or without due notice or lapse of time or both) a
default by the Company or any of its Subsidiaries under any such License
Agreement.

            (c)    The Company and its Subsidiaries own or have the valid right
to use all of the Intellectual Property that is necessary for the conduct of the
Company's and each of its Subsidiaries' respective businesses as currently
conducted or as currently proposed to be conducted, free and clear of all liens,
encumbrances, adverse claims or obligations to license all such owned
Intellectual Property and Confidential Information, other than licenses entered
into in the ordinary course of the Company's and its Subsidiaries' businesses.
The Company and its Subsidiaries have a valid and enforceable right to use all
third party Intellectual Property and Confidential Information used or held for
use in the respective businesses of the Company and its Subsidiaries as
currently conducted or as currently proposed to be conducted.

            (d)    The conduct of the Company's and its Subsidiaries' businesses
as currently conducted and as currently proposed to be conducted does not and
will not infringe any Intellectual Property rights of any third party or any
confidentiality obligation owed to a third party. To the Company's Knowledge,
the Intellectual Property and Confidential Information of the Company and its
Subsidiaries which are necessary for the conduct of Company's and each of its
Subsidiaries' respective businesses as currently conducted or as currently
proposed to be conducted are not being Infringed by any third party. Except as
set forth on Schedule 4.15(d), there is no litigation or order pending or
outstanding or, to the Company's Knowledge, threatened or imminent, that seeks
to limit or challenge or that concerns the ownership, use, validity or
enforceability of any Intellectual Property or Confidential Information of the
Company and its Subsidiaries and the Company's and its Subsidiaries' use of any
Intellectual Property or Confidential Information owned by a third party, and,
to the Company's Knowledge, there is no valid basis for the same.

            (e)    The consummation of the transactions contemplated hereby will
not result in the alteration, loss, impairment of or restriction on the
Company's or any of its Subsidiaries' ownership or right to use any of the
Intellectual Property or Confidential Information which is necessary for the
conduct of Company's and each of its Subsidiaries' respective businesses as
currently conducted or as currently proposed to be conducted.

            (f)    To the Company's knowledge, all software owned by the Company
or any of its Subsidiaries, and, to the Company's Knowledge, all software
licensed from third parties by

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the Company or any of its Subsidiaries, (i) is free from any material defect,
bug, virus, or programming, design or documentation error; (ii) operates and
runs in a reasonable and efficient business manner; and (iii) conforms in all
material respects to the specifications and purposes thereof.

            (g)    The Company and its Subsidiaries have taken reasonable steps
to protect the Company's and its Subsidiaries' rights in their Intellectual
Property and Confidential Information. Each employee, consultant and contractor
who has had access to Confidential Information which is necessary for the
conduct of Company's and each of its Subsidiaries' respective businesses as
currently conducted or as currently proposed to be conducted has executed an
agreement to maintain the confidentiality of such Confidential Information and
has executed appropriate agreements that are substantially consistent with the
Company's standard forms therefor. To the Company's knowledge, there has been no
material disclosure of any of the Company's or its Subsidiaries' Confidential
Information to any third party without the Company's consent.

            4.16.  Environmental Matters. To the Company's knowledge, neither
the Company nor any Subsidiary is in violation of any statute, rule, regulation,
decision or order of any governmental agency or body or any court, domestic or
foreign, relating to the use, disposal or release of hazardous or toxic
substances or relating to the protection or restoration of the environment or
human exposure to hazardous or toxic substances (collectively, "Environmental
Laws"), owns or operates any real property contaminated with any substance that
is subject to any Environmental Laws, is liable for any off-site disposal or
contamination pursuant to any Environmental Laws, and is subject to any claim
relating to any Environmental Laws, which violation, contamination, liability or
claim has had or could reasonably be expected to have a Material Adverse Effect,
individually or in the aggregate; and there is no pending or, to the Company's
Knowledge, threatened investigation that might lead to such a claim.

            4.17.  Litigation. Except as disclosed in the SEC Filings, there are
no pending actions, suits or proceedings against or affecting the Company, its
Subsidiaries or any of its or their properties; and to the Company's Knowledge,
no such actions, suits or proceedings are threatened or contemplated.

            4.18.  Financial Statements. The financial statements included in
each SEC Filing fairly present the consolidated financial position of the
Company as of the dates shown and its consolidated results of operations and
cash flows for the periods shown, and such financial statements have been
prepared in conformity with United States generally accepted accounting
principles applied on a consistent basis. Except as set forth in the financial
statements of the Company included in the SEC Filings filed prior to the date
hereof, neither the Company nor any of its Subsidiaries has incurred any
liabilities, contingent or otherwise, except those which, individually or in the
aggregate, have had or could reasonably be expected to have a Material Adverse
Effect.

            4.19.  Insurance Coverage. The Company and each Subsidiary maintains
in full force and effect insurance coverage listed on Schedule 4.18 and the
Company reasonably believes such insurance coverage is adequate.

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             4.20.  Brokers and Finders. No Person will have, as a result of the
transactions contemplated by this Agreement, any valid right, interest or claim
against or upon the Company, any Subsidiary or an Investor for any commission,
fee or other compensation pursuant to any agreement, arrangement or
understanding entered into by or on behalf of the Company, other than as
described in Schedule 4.20.

             4.21.  No Directed Selling Efforts or General Solicitation. Neither
the Company nor any Person acting on its behalf has conducted any "general
solicitation" or "general advertising" (as those terms are used in Regulation D)
in connection with the offer or sale of any of the Securities.

             4.22.  No Integrated Offering. Neither the Company nor any of its
Affiliates, nor any Person acting on its or their behalf has, directly or
indirectly, made any offers or sales of any Company security or solicited any
offers to buy any security, under circumstances that would adversely affect
reliance by the Company on Section 4(2) for the exemption from registration for
the transactions contemplated hereby or would require registration of the
Securities under the 1933 Act.

             4.23.  Private Placement. Subject to the accuracy of the
representations and warranties of the Investors contained in Section 5 hereof,
the offer and sale of the Securities to the Investors as contemplated hereby is
exempt from the registration requirements of the 1933 Act.

             4.24.  Questionable Payments. Neither the Company nor any of its
Subsidiaries nor, to the Company's Knowledge, any of their respective current or
former shareholders, directors, officers, employees, agents or other Persons
acting on behalf of the Company or any Subsidiary, has on behalf of the Company
or any Subsidiary or in connection with their respective businesses: (a) used
any corporate funds for unlawful contributions, gifts, entertainment or other
unlawful expenses relating to political activity; (b) made any direct or
indirect unlawful payments to any governmental officials or employees from
corporate funds; (c) established or maintained any unlawful or unrecorded fund
of corporate monies or other assets; (d) made any false or fictitious entries on
the books and records of the Company or any Subsidiary; or (e) made any unlawful
bribe, rebate, payoff, influence payment, kickback or other unlawful payment of
any nature.

             4.25.  Transactions with Affiliates. Except as disclosed in SEC
Filings made on or prior to the date hereof, none of the officers or directors
of the Company and, to the Company's Knowledge, none of the employees of the
Company is presently a party to any transaction with the Company or a Subsidiary
or to a presently contemplated transaction (other than for services as
employees, officers and directors) that would be required to be disclosed
pursuant to Item 404 of Regulation S-K promulgated under the 1933 Act, without
regard to the dollar thresholds contained in such Item.

             4.26.  Disclosures. The written materials delivered to the
Investors in connection with the transactions contemplated by the Transaction
Documents do not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the

                                       11

<PAGE>

statements contained therein, in light of the circumstances under which they
were made, not misleading.

       5.    Representations and Warranties of the Investors. Each of the
Investors hereby severally, and not jointly, represents and warrants to the
Company that:

             5.1.   Authorization. The execution, delivery and performance by
the Investor of the Transaction Documents to which such Investor is a party have
been duly authorized and will each constitute the valid and legally binding
obligation of the Investor, enforceable against the Investor in accordance with
their respective terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability, relating
to or affecting creditors' rights generally.

             5.2.   Purchase Entirely for Own Account. The Securities to be
received by the Investor hereunder will be acquired for the Investor's own
account, not as nominee or agent, and not with a view to the resale or
distribution of any part thereof in violation of the 1933 Act, and the Investor
has no present intention of selling, granting any participation in, or otherwise
distributing the same in violation of the 1933 Act. The Investor is not a
registered broker dealer or an entity engaged in the business of being a broker
dealer.

             5.3.   Investment Experience. The Investor acknowledges that it can
bear the economic risk and complete loss of its investment in the Securities and
has such knowledge and experience in financial or business matters that it is
capable of evaluating the merits and risks of the investment contemplated
hereby.

             5.4.   Disclosure of Information. The Investor has had an
opportunity to receive all additional information related to the Company
requested by it and to ask questions of and receive answers from the Company
regarding the Company, its business and the terms and conditions of the offering
of the Securities. The Investor acknowledges receipt of copies of the SEC
Filings. Neither such inquiries nor any other due diligence investigation
conducted by the Investor shall modify, amend or affect the Investor's right to
rely on the Company's representations and warranties contained in this
Agreement.

             5.5.   Restricted Securities. The Investor understands that the
Securities are characterized as "restricted securities" under the U.S. federal
securities laws inasmuch as they are being acquired from the Company in a
transaction not involving a public offering and that under such laws and
applicable regulations such securities may be resold without registration under
the 1933 Act only in certain limited circumstances.

             5.6.   Legends.

             (a)    It is understood that, except as provided below,
ertificates evidencing such Securities may bear the following or any similar
legend:

             "The securities represented hereby may not be transferred unless
             (i) such securities have been registered for sale pursuant to the
             Securities Act of 1933, as amended, or (ii) the Company has
             received an opinion of counsel satisfactory to it that such
             transfer

                                       12

<PAGE>

             may lawfully be made without registration under the Securities Act
             of 1933 or qualification under applicable state securities laws."

             (b)    If required by the authorities of any state in connection
with the issuance of sale of the Securities, the legend required by such state
authority.

             (c)    From and after the registration for resale pursuant to the
Registration Rights Agreement, the Company shall, upon an Investor's written
request, promptly cause certificates evidencing the Securities to be replaced
with certificates which do not bear such restrictive legends, and Warrant Shares
subsequently issued upon due exercise of the Warrants shall not bear such
restrictive legends provided that such Warrant Shares are registered for resale
pursuant to the Registration Rights Agreement. When the Company is required to
cause unlegended certificates to replace previously issued legended
certificates, if unlegended certificates are not delivered to an Investor within
three (3) Business Days of submission by that Investor of legended
certificate(s) to the Company's transfer agent together with a representation
letter in customary form, the Company shall be liable to the Investor for a
penalty equal to 1.5% of the aggregate purchase price of the Securities
evidenced by such certificate(s) for each 10-day period (or portion thereof)
beyond such three (3) Business Day that the unlegended certificates have not
been so delivered.

             5.7.   Accredited Investor. The Investor is an accredited investor
as defined in Rule 501(a) of Regulation D, as amended, under the 1933 Act.

             5.8.   Qualified Institutional Buyer. Each North Sound Entity
represents and warrants that it is a qualified institutional buyer, as that term
is defined in Rule 144A of the 1933 Act. The Company acknowledges that the
representation contained in this section 5.8 is made solely by each North Sound
Entity and not by any other Investor.

             5.9.   No General Solicitation. The Investor did not learn of the
investment in the Securities as a result of any "general advertising" or
"general solicitation."

             5.10.  Brokers and Finders. No Person will have, as a result of the
transactions contemplated by this Agreement, any valid right, interest or claim
against or upon the Company, any Subsidiary or an Investor for any commission,
fee or other compensation pursuant to any agreement, arrangement or
understanding entered into by or on behalf of the Investors.

       6.    Conditions to Closing.

             6.1.   Conditions to the Investors' Obligations. The obligation of
the Investors to purchase the Securities at the Closing is subject to the
fulfillment to the Investors' satisfaction, on or prior to the Closing Date, of
the following conditions, any of which may be waived by a particular Investor
solely with respect to such Investor's obligations hereunder:

             (a)    The representations and warranties made by the Company in
Section 4 hereof shall be true and correct at all times prior to and on the
Closing Date. The Company shall have performed in all material respects all
obligations and conditions herein required to be performed or observed by it on
or prior to the Closing Date.

                                       13

<PAGE>

             (b)    The Company shall have obtained in a timely fashion any and
all consents, permits, approvals, registrations and waivers necessary or
appropriate for consummation of the purchase and sale of the Securities all of
which shall be in full force and effect.

             (c)    The Company shall have executed and delivered the
Registration Rights Agreement.

             (d)    No judgment, writ, order, injunction, award or decree of or
by any court, or judge, justice or magistrate, including any bankruptcy court or
judge, or any order of or by any governmental authority, shall have been issued,
and no action or proceeding shall have been instituted by any governmental
authority, or self-regulatory organization, including without limitation,
Nasdaq, enjoining or preventing the consummation of the transactions
contemplated hereby or in the other Transaction Documents.

             (e)    The Company shall have delivered a Certificate, executed on
behalf of the Company by its Chief Executive Officer or its Chief Financial
Officer, dated as of the Closing Date, certifying to the fulfillment of the
conditions specified in subsections (a), (b) and (d) of this Section 6.1.

             (f)    The Company shall have delivered a Certificate, executed on
behalf of the Company by its Secretary, dated as of the Closing Date, certifying
the resolutions adopted by the Board of Directors of the Company approving the
transactions contemplated by this Agreement and the other Transaction Documents
and the issuance of the Securities, certifying the current versions of the
Articles of Incorporation and by-laws of the Company and certifying as to the
signatures and authority of persons signing the Transaction Documents and
related documents on behalf of the Company.

             (g)    The Investors shall have received an opinion from Leonard,
Street and Deinard, the Company's counsel, dated as of the Closing Date, in form
and substance reasonably acceptable to the Investors and addressing such legal
matters as the Investors may reasonably request.

             (h)    No stop order or suspension of trading shall have been
imposed by Nasdaq, the SEC or any other governmental regulatory body with
respect to public trading in the Common Stock.

             6.2.   Conditions to Obligations of the Company. The Company's
obligation to sell and issue the Securities at the Closing is subject to the
fulfillment to the satisfaction of the Company on or prior to the Closing Date
of the following conditions, any of which may be waived by the Company:

             (a)    The representations and warranties made by the Investors in
Section 5 hereof shall be true and correct in all material respects when made,
and shall be true and correct in all material respects on the Closing Date with
the same force and effect as if they had been made on and as of said date.

             (b)    The Investors shall have executed and delivered the
Registration Rights Agreement.

                                       14

<PAGE>

             (c)    Each of the Investors shall have executed and delivered a
Lock-up Agreement under which each Investor agrees not to sell or transfer the
Shares or the Warrant Shares prior to January 1, 2004, notwithstanding the
existence of any effective registration statement therefor.

             (d)    The Investors shall have delivered their pro rata portion of
the Purchase Price to the Company.

             (e)    No judgment, writ, order, injunction, award or decree of or
by any court, or judge, justice or magistrate, including any bankruptcy court or
judge, or any order of or by any governmental authority, shall have been issued,
and no action or proceeding shall have been instituted by any governmental
authority, or self-regulatory organization, including without limitation,
Nasdaq, enjoining or preventing the consummation of the transactions
contemplated hereby or in the other Transaction Documents.

       7.    Covenants and Agreements of the Company.

             7.1.   Reservation of Common Stock. The Company shall at all times
reserve and keep available out of its authorized but unissued shares of Common
Stock, solely for the purpose of providing for the exercise of the Warrants,
such number of shares of Common Stock as shall from time to time equal the
number of shares sufficient to permit the exercise of the Warrants issued
pursuant to this Agreement in accordance with their respective terms.

             7.2.   Reports. The Company will furnish to such Investors and/or
their assignees such information relating to the Company and its Subsidiaries as
from time to time may reasonably be requested by such Investors and/or their
assignees; provided, however, that the Company shall not disclose material
nonpublic information to the Investors, or to advisors to or representatives of
the Investors, unless prior to disclosure of such information the Company
identifies such information as being material nonpublic information and provides
the Investors, such advisors and representatives with the opportunity to accept
or refuse to accept such material nonpublic information for review and any
Investor wishing to obtain such information enters into an appropriate
confidentiality agreement with the Company with respect thereto.

             7.3.   No Conflicting Agreements. The Company will not take any
action, enter into any agreement or make any commitment that would conflict or
interfere in any material respect with the obligations to the Investors under
the Transaction Documents.

             7.4.   Insurance. The Company shall not materially reduce the
insurance coverages described in Section 4.19.

             7.5.   Compliance with Laws. The Company will comply in all
material respects with all applicable laws, rules, regulations, orders and
decrees of all governmental authorities, except to the extent non-compliance
would not have a Material Adverse Effect.

             7.6.   Listing of Underlying Shares and Related Matters. The
Company will use commercially reasonable efforts to cause its Common Stock to be
listed and trading on the Nasdaq and, once so listed and trading, will use
commercially reasonable efforts to comply in all

                                       15

<PAGE>

respects with the Company's reporting, filing and other obligations under the
bylaws or rules of such market or exchange, as applicable. If, as and when the
Company's Common Stock or other securities are quoted on Nasdaq or traded on any
other principal stock exchange or market, the Company shall include in such
application the Shares and the Warrant Shares and will take such other action as
is necessary to cause such Common Stock to be so listed.

              7.7.  Termination of Certain Covenants. The provisions of Sections
7.2 through 7.5 shall terminate and be of no further force and effect upon the
date on which the Company's obligations under the Registration Rights Agreement
to register or maintain the effectiveness of any registration covering the
Registrable Securities (as such term is defined in the Registration Rights
Agreement) shall terminate.

         8.   Survival and Indemnification.

              8.1.  Survival. All representations, warranties, covenants and
agreements contained in this Agreement shall be deemed to be representations,
warranties, covenants and agreements as of the date hereof and shall survive the
execution and delivery of this Agreement for a period of three (3) years from
the date of this Agreement; provided, however, that the provisions contained in
Section 7 hereof shall survive in accordance therewith.

              8.2.  Indemnification. The Company agrees to indemnify and hold
harmless, on an after-tax and after insurance recovery basis, each Investor and
its Affiliates and their respective directors, officers, employees and agents
from and against any and all losses, claims, damages, liabilities and expenses
(including without limitation reasonable attorney fees and disbursements and
other expenses incurred in connection with investigating, preparing or defending
any action, claim or proceeding, pending or threatened and the costs of
enforcement hereof) (collectively, "Losses") to which such Person may become
subject as a result of any breach of representation, warranty, covenant or
agreement made by or to be performed on the part of the Company under the
Transaction Documents, and will reimburse any such Person for all such amounts
as they are incurred by such Person.

              8.3.  Conduct of Indemnification Proceedings. Promptly after
receipt by any Person (the "Indemnified Person") of notice of any demand, claim
or circumstances which would or might give rise to a claim or the commencement
of any action, proceeding or investigation in respect of which indemnity may be
sought pursuant to Section 8.2, such Indemnified Person shall promptly notify
the Company in writing and the Company shall assume the defense thereof,
including the employment of counsel reasonably satisfactory to such Indemnified
Person, and shall assume the payment of all fees and expenses; provided,
however, that the failure of any Indemnified Person so to notify the Company
shall not relieve the Company of its obligations hereunder except to the extent
that the Company is materially prejudiced by such failure to notify. In any such
proceeding, any Indemnified Person shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such Indemnified Person unless: (i) the Company and the Indemnified Person shall
have mutually agreed to the retention of such counsel; or (ii) in the reasonable
judgment of counsel to such Indemnified Person representation of both parties by
the same counsel would be inappropriate due to actual or potential differing
interests between them. The Company shall not be liable for any settlement of
any proceeding effected without its written consent, which consent

                                       16

<PAGE>

shall not be unreasonably withheld, but if settled with such consent, or if
there be a final judgment for the plaintiff, the Company shall indemnify and
hold harmless such Indemnified Person from and against any loss or liability (to
the extent stated above) by reason of such settlement or judgment. Without the
prior written consent of the Indemnified Person, which consent shall not be
unreasonably withheld, the Company shall not effect any settlement of any
pending or threatened proceeding in respect of which any Indemnified Person is
or could have been a party and indemnity could have been sought hereunder by
such Indemnified Party, unless such settlement includes an unconditional release
of such Indemnified Person from all liability arising out of such proceeding.

         9.   Miscellaneous.

              9.1.  Successors and Assigns. This Agreement may not be assigned
by a party hereto without the prior written consent of the Company or the
Investors, as applicable; provided, however, that an Investor may assign its
rights and delegate its duties hereunder in whole or in part to an Affiliate or
to a third party acquiring some or all of its Securities in a private
transaction without the prior written consent of the Company or the other
Investors, after notice duly given by such Investor to the Company and the other
Investors, provided, that no such assignment or obligation shall affect the
obligations of such Investor hereunder. The provisions of this Agreement shall
inure to the benefit of and be binding upon the respective permitted successors
and assigns of the parties. Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.

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

              9.3.  Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.

              9.4.  Notices. Unless otherwise provided, any notice required or
permitted under this Agreement shall be given in writing and shall be deemed
effectively given as hereinafter described (i) if given by personal delivery,
then such notice shall be deemed given upon such delivery, (ii) if given by
telex or telecopier, then such notice shall be deemed given upon receipt of
confirmation of complete transmittal, (iii) if given by mail, then such notice
shall be deemed given upon the earlier of (A) receipt of such notice by the
recipient or (B) three days after such notice is deposited in first class mail,
postage prepaid, and (iv) if given by an internationally recognized overnight
air courier, then such notice shall be deemed given one day after delivery to
such carrier. All notices shall be addressed to the party to be notified at the
address as follows, or at such other address as such party may designate by ten
days' advance written notice to the other party:

                                       17

<PAGE>

                    If to the Company:

                            Antares Pharma, Inc.
                            707 Eagleview Boulevard, Suite 414
                            Exton, Pennsylvania 19314
                            Attention: Roger G. Harrison
                            Fax: 610-458-0756

                    With a copy to:

                            Leonard, Street and Deinard Professional Association
                            150 South Fifth Street, Suite 2300
                            Minneapolis, Minnesota 55402
                            Attention: Morris M. Sherman, Esq.
                            Fax: 612-335-1657

                    If to the Investors:

                            to the addresses set forth on Schedule I hereto.

                    With a copy to:

                            Lowenstein Sandler PC
                            1330 Avenue of the Americas, 21/st/ Floor
                            New York, New York  10019
                            Attn: Steven E. Siesser, Esq.
                            Fax: 212.262.7402

              9.5.  Expenses. The Company shall pay the reasonable fees and
expenses of counsel to the Investors. Such expenses shall be paid not later than
the Closing. The Company shall reimburse the Investors upon demand for all
reasonable out-of-pocket expenses incurred by the Investors, including without
limitation reimbursement of reasonable attorneys' fees and disbursements, in
connection with any amendment, modification or waiver of this Agreement or the
other Transaction Documents. In the event that legal proceedings are commenced
by any party to this Agreement against another party to this Agreement in
connection with this Agreement or the other Transaction Documents, the party or
parties which do not prevail in such proceedings shall severally, but not
jointly, pay their pro rata share of the reasonable attorneys' fees and other
reasonable out-of-pocket costs and expenses incurred by the prevailing party in
such proceedings.

              9.6.  Amendments and Waivers. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the Investors;
provided, however, that any provision hereof which relates to a specific
Investor may only be amended or waived by that particular Investor. Any
amendment or waiver effected in accordance with this paragraph shall be binding
upon each holder of any Securities purchased under this Agreement at the time
outstanding, each future holder of all such securities, and the Company.

                                       18

<PAGE>

              9.7.  Publicity. No public release or announcement concerning the
transactions contemplated hereby shall be issued by the Company or the Investors
without the prior consent of the Company (in the case of a release or
announcement by the Investors) or SCO, as representative of the Investors (in
the case of a release or announcement by the Company) (which consents shall not
be unreasonably withheld), except as such release or announcement may be
required by law or the applicable rules or regulations of any securities
exchange or securities market, in which case the Company or SCO, as the case may
be, shall allow the Investors or the Company, as applicable, to the extent
reasonably practicable in the circumstances, reasonable time to comment on such
release or announcement in advance of such issuance.

              9.8.  Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof but shall be interpreted as if it
were written so as to be enforceable to the maximum extent permitted by
applicable law, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other
jurisdiction. To the extent permitted by applicable law, the parties hereby
waive any provision of law which renders any provision hereof prohibited or
unenforceable in any respect.

              9.9.  Entire Agreement. This Agreement, including the Schedules,
Exhibits and the Disclosure Schedules, and the other Transaction Documents
constitute the entire agreement among the parties hereof with respect to the
subject matter hereof and thereof and supersede all prior agreements and
understandings, both oral and written, between the parties with respect to the
subject matter hereof and thereof.

              9.10. Further Assurances. The parties shall execute and deliver
all such further instruments and documents and take all such other actions as
may reasonably be required to carry out the transactions contemplated hereby and
to evidence the fulfillment of the agreements herein contained.

              9.11. Governing Law; Consent to Jurisdiction. This Agreement shall
be governed by, and construed in accordance with, the internal laws of the State
of New York without regard to the choice of law principles thereof. Each of the
parties hereto irrevocably submits to the exclusive jurisdiction of the courts
of the State of New York located in New York County and the United States
District Court for the Southern District of New York for the purpose of any
suit, action, proceeding or judgment relating to or arising out of this
Agreement and the transactions contemplated hereby. Service of process in
connection with any such suit, action or proceeding may be served on each party
hereto anywhere in the world by the same methods as are specified for the giving
of notices under this Agreement. Each of the parties hereto irrevocably consents
to the jurisdiction of any such court in any such suit, action or proceeding and
to the laying of venue in such court. Each party hereto irrevocably waives any
objection to the laying of venue of any such suit, action or proceeding brought
in such courts and irrevocably waives any claim that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum.

                                       19

<PAGE>

              IN WITNESS WHEREOF, the parties have executed this Agreement or
caused their duly authorized officers to execute this Agreement as of the date
first above written.

                                 ANTARES PHARMA, INC.

                                 By:    /s/ Lawrence M. Christian
                                    ---------------------------------
                                 Name:  Lawrence M. Christian
                                 Title: Chief Financial Officer,
                                        Vice President - Finance

                                 SCO CAPITAL PARTNERS LLC

                                 By:    /s/ Jeffrey B. Davis
                                    ---------------------------------
                                 Name:  Jeffrey B. Davis
                                 Title: President

                                 NORTH SOUND LEGACY FUND LLC
                                 NORTH SOUND LEGACY INSTITUTIONAL FUND LLC
                                 NORTH SOUND LEGACY INTERNATIONAL FUND LTD.

                                 Each By:    /s/ Thomas McAulley
                                         ---------------------------------
                                 Name:  Thomas McAulley
                                 Title: Managing Member

                                 VERTICAL VENTURES INVESTMENTS, LLC

                                 By:    /s/ Joshua Silverman
                                    ---------------------------------
                                 Name:  Joshua Silverman
                                 Title: Manager

                                        /s/ Paul Scharfer
                                 ------------------------------------
                                 Paul Scharfer

                                       20

<PAGE>

                                   SCHEDULE I

                                    Investors

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
         Name and Address             Number of Shares     Number of     Aggregate
            of Investor               of Common Stock      Warrants    Purchase Price
-------------------------------------------------------------------------------------
<S>                                   <C>                  <C>         <C>
SCO Capital Partners LLC                   500,000          375,000        $500,000
1285 Avenue of the Americas
35th Floor
New York, NY  10019
Fax: 212-554-4058
Phone: 212-554-4158
Attn: Mr. Jeffrey B. Davis

-------------------------------------------------------------------------------------

North Sound Legacy Fund LLC                 45,000           33,750        $ 45,000
53 Forest Avenue, 2nd Floor
Old Greenwich, CT 06870
Attn: Mr. Steven Derby
Fax: 203-967-5851

-------------------------------------------------------------------------------------

North Sound Legacy Institutional
Fund LLC                                   455,000          341,250        $455,000
53 Forest Avenue, 2nd Floor
Old Greenwich, CT 06870
Attn: Mr. Steven Derby
Fax: 203-967-5851

-------------------------------------------------------------------------------------

North Sound Legacy International
Fund LTD.                                  500,000          375,000        $500,000
53 Forest Avenue, 2nd Floor
Old Greenwich, CT 06870
Attn: Mr. Steven Derby
Fax: 203-967-5851

-------------------------------------------------------------------------------------

Paul Scharfer                              300,000          225,000        $300,000
c/o SCO Capital Partners LLC
1285 Avenue of the Americas
35th Floor
New York, NY  10019
Fax: 212-554-4058
Phone: 212-554-4158

-------------------------------------------------------------------------------------

Vertical Ventures Investments, LLC         200,000          150,000        $200,000
641 Lexington Avenue
26th Floor
New York, NY  10022
Fax: 212-307-3452
Phone: 212-974-3070
Attn: Joshua Silverman

-------------------------------------------------------------------------------------
</TABLE>

                                       21