Exhibit
10.1

     

    PREFERRED STOCK PURCHASE
AGREEMENT

     

    This
Preferred Stock Purchase Agreement (“Agreement”) is
entered into and effective as of December 4, 2009 (“Effective Date”), by
and among MedClean Technologies, Inc., a Delaware corporation (“Company”), and Socius Capital Group,
LLC, a Delaware limited liability company, dba Socius Life Sciences
Capital Group,
LLC (including its designees, successors and assigns, “Investor”).

     

    RECITALS

     

    A.          The
parties desire that, upon the terms and subject to the conditions contained
herein, the Company shall issue to Investor, and Investor shall purchase from
the Company, from time to time as provided herein, up to $7,500,000.00 of shares
of Series C Preferred Stock; and

     

    B.           The
offer and sale of the Securities provided for herein are being made without
registration under the Act, in reliance upon the provisions of Section 4(2) of
the Act, Regulation D promulgated under the Act, and such other exemptions from
the registration requirements of the Act as may be available with respect to any
or all of the purchases of Securities to be made hereunder.

     

    AGREEMENT

     

    In
consideration of the premises, the mutual provisions of this Agreement, and
other good and valuable consideration the receipt and adequacy of which are
hereby acknowledged, Company and Investor agree as follows:

     

    ARTICLE 6

    DEFINITIONS

     

    In
addition to the terms defined elsewhere in this Agreement:  (a)
capitalized terms that are not otherwise defined herein have the meanings given
to such terms in the Certificate of Designations, and (b) the following terms
have the meanings indicated in this ARTICLE
1:

     

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

     

    “Affiliate” means any
Person that, directly or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with a Person, as such
terms are used in and construed under Rule 144 under the Act.  With
respect to Investor, without limitation, any Person owning, owned by, or under
common ownership with Investor, and any investment fund or managed account that
is managed on a discretionary basis by the same investment manager as Investor
will be deemed to be an Affiliate.

     

    “Agreement” means this
Preferred Stock Purchase Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    “Bloomberg” means
Bloomberg Financial Markets.

     

    “Change in Control”
has the meaning set forth within the definition of Fundamental Transaction,
below.

     

    “Certificate of
Designations” means the certificate to be filed with the Secretary of
State of the State of Delaware, in the form attached hereto as Exhibit
B.

     

    “Closing” means any
one of (i) the Commitment Closing and (ii) each Tranche Closing.

     

    “Closing Bid Price”
and “Closing Sale
Price” means, for any security as of any date, the last closing bid price
and last closing trade price, respectively, for such security on the Trading
Market, as reported by Bloomberg, or, if the Trading Market begins to operate on
an extended hours basis and does not designate the closing bid price or the
closing trade price, as the case may be, then the last bid price or last trade
price, respectively, of such security prior to 4:00 p.m., Eastern time, as
reported by Bloomberg, or, if the Trading Market is not the principal securities
exchange or trading market for such security, the last closing bid price or last
trade price, respectively, of such security on the principal securities exchange
or trading market where such security is listed or traded as reported by
Bloomberg, or if the foregoing do not apply, the last closing bid price or last
trade price, respectively, of such security in the over-the-counter market on
the electronic bulletin board for such security as reported by Bloomberg, or, if
no closing bid price or last trade price, respectively, is reported for such
security by Bloomberg, the average of the bid prices, or the ask prices,
respectively, of any market makers for such security as reported in the “pink
sheets” by Pink Sheets LLC (formerly the National Quotation Bureau,
Inc.).  If the Closing Bid Price or the Closing Sale Price cannot be
calculated for a security on a particular date on any of the foregoing bases,
the Closing Bid Price or the Closing Sale Price, as the case may be, of such
security on such date shall be the fair market value as mutually determined by
the Company and Investor.  If the Company and Investor are unable to
agree upon the fair market value of such security, then such dispute shall be
resolved pursuant to Section
6.7.  All such determinations to be appropriately adjusted for
any stock dividend, stock split, stock combination or other similar transaction
during the applicable calculation period.

     

    “Commitment Closing”
has the meaning set forth in Section 2.2(a).

     

    “Commitment
Fee”  means a non-refundable fee of $375,000.00 (5.0% of the
Maximum Placement), payable by the Company to Investor in consideration of
Investor’s commitment to fund the investment contemplated by this
Agreement.  The Commitment Fee is payable on the earlier of (i) the
first Tranche Closing Date, or (ii) the six-month anniversary of the Effective
Date, at the Company’s election either (a) in cash, by offset from the first
Tranche Proceeds or wire transfer of immediately available funds to an account
designated by the Investor, or (b) by issuance and delivery of registered and
freely tradable shares of Common Stock, valued based upon the Commitment Share
VWAP Price.  If not paid earlier, the Commitment Fee shall be due and
payable in full on the six-month anniversary of the Effective Date, whether or
not any Tranche Closings have then occurred.  The Commitment Fee is
non-refundable.


    
      
         


      

      
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    “Commitment Fee
Shares” means any shares of Common Stock issued to Investor in payment of
the Commitment Fee.

     

    “Commitment Share VWAP
Price” means 87% of the VWAP of the Common Stock for the five Trading
Days immediately preceding the date that the Commitment Fee is first payable to
Investor.

     

    “Common Shares”
includes the Warrant Shares and any Commitment Fee Shares.

     

    “Common Stock” means
the common stock, par value $0.0001 per share, of the Company, and any
replacement or substitute thereof, or any share capital into which such Common
Stock shall have been changed or any share capital resulting from a
reclassification of such Common Stock.

     

    “Company Termination”
has the meaning set forth in Section 3.2.

     

    “Delisting Event”
means any time during the term of this Agreement, that the Common Stock is not
listed for and actively and/or regularly trading on a Trading Market, or is
suspended or delisted with respect to the trading of the shares of Common Stock
on a Trading Market.

     

    “Disclosure Schedules”
means the disclosure schedules of the Company delivered concurrently herewith,
attached hereto, and incorporated herein by reference.  The Disclosure
Schedules shall contain no material non-public information.

    


    “DTC” means The
Depository Trust Company, or any successor performing substantially the same
function for Company.

     

    “DWAC Shares” means,
following the earlier of the date that the Registration Statement is declared
effective by the SEC or the six-month anniversary of issuance, all Common Shares
or other shares of Common Stock issued or issuable to Investor or any Affiliate,
successor or assign of Investor pursuant to any of the Transaction Documents,
all of which shall be (a) issued in electronic form, (b) freely tradable and
without restriction on resale, and (c) timely credited by Company to the
specified Deposit/Withdrawal at Custodian (DWAC) account with DTC under its Fast
Automated Securities Transfer (FAST) Program or any similar program hereafter
adopted by DTC performing substantially the same function, in accordance with
irrevocable instructions issued to and countersigned by the Transfer Agent, in
the form attached hereto as Exhibit C or in such
other form agreed upon by the parties.

     

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

     

    “Fundamental
Transaction” means and shall be deemed to have occurred at such time upon
any of the following events:

     

    (i)           a
consolidation, merger or other business combination or event or transaction
following which the holders of Common Stock immediately preceding such
consolidation, merger, combination or event either (a) no longer hold a majority
of the shares of Common Stock or (b) no longer have the ability to elect a
majority of the board of directors of the Company (a “Change in
Control”);


    
      
         


      

      
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    (ii)          the
sale or transfer of all or substantially all of the Company’s assets, other than
in the ordinary course of business; or

     

    (iii)         a
purchase, tender or exchange offer made to the holders of the outstanding shares
of Common Stock.

     

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

     

    “Indebtedness” means
(a) any liabilities for borrowed money or amounts owed in excess of $250,000
(other than trade accounts payable incurred in the ordinary course of business),
(b) all guaranties, endorsements and other contingent obligations in respect of
Indebtedness of others, whether or not the same are or should be reflected in
the Company’s balance sheet (or the notes thereto), except guaranties by
endorsement of negotiable instruments for deposit or collection or similar
transactions in the ordinary course of business; and (c) the present value of
any lease payments in excess of $250,000 due under leases required to be
capitalized in accordance with GAAP.

     

    “Liens” means a lien,
charge, security interest, encumbrance, right of first refusal, preemptive right
or other restriction.

     

    “Material Adverse
Effect” means any material adverse effect on (i) the legality, validity
or enforceability of any Transaction Document, (ii) the results of operations,
assets, business, prospects or financial condition of the Company and the
Subsidiaries, taken as a whole, or (iii) a the Company’s ability to perform in
any material respect on a timely basis its obligations under any Transaction
Document.

     

    “Material Agreement”
means any material loan agreement, financing agreement, equity investment
agreement or securities instrument to which Company is a party, any agreement or
instrument to which Company and Investor or any Affiliate of Investor is a
party, and any other material agreement listed, or required to be listed, on any
of Company’s reports filed or required to be filed with the SEC, including
without limitation Forms 10-K, 10-Q or 8-K.

     

    “Maximum Placement”
means $7,500,000.00.

     

    “Maximum Tranche
Amount” means, subject to any other applicable limitations set forth in
this Agreement, the Maximum Placement less the amount of any previously noticed
and funded Tranches.

     

     “Officer’s Closing
Certificate” means a certificate in customary form reasonably acceptable
to Investor, executed by an authorized officer of the Company.


    
      
         


      

      
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    “Opinion” means an
opinion from Company’s independent legal counsel, in the form attached as Exhibit D or in such
other form agreed upon by the parties, to be delivered in connection with the
Commitment Closing and any Tranche Closing.

     

    “Person” means an
individual or corporation, partnership, trust, incorporated or unincorporated
association, joint venture, limited liability company, joint stock company,
government (or an agency or subdivision thereof) or other entity of any
kind.

     

    “Preferred Shares”
means shares of Series C Preferred Stock of the Company provided for in the
Certificate of Designations, to be issued to Investor pursuant to this
Agreement.

     

    “Prospectus” includes
each prospectus and prospectus supplement (within the meaning of the Act)
related to the sale or offering of any Common Shares, including without
limitation any prospectus or prospectus supplement contained within the
Registration Statement.

     

    “Registration
Statement” means a valid, current and effective shelf or other
registration statement registering for resale the shares of Common Stock to be
issued as Warrant Shares and Commitment Fee Shares hereunder, and except where
the context otherwise requires, means such registration statement, as amended,
including (i) all documents filed as a part thereof or incorporated by reference
therein, and (ii) any information contained or incorporated by reference in a
prospectus filed with the SEC in connection with such registration statement, to
the extent such information is deemed under the Act to be part of such
registration statement.

     

    “Regulation D” means
Regulation D promulgated under the Act.

     

    “Required Approval”
means any approval of the Trading Market or the Company’s stockholders required
to be obtained by Company prior to issuing the Securities pursuant to any
applicable rules of the Trading Market.

     

    “Required Tranche
Documents” has the meaning set forth in Section
2.3(e).

     

    “Rule 144” means Rule
144 promulgated by the SEC pursuant to the Act, as such Rule may be amended from
time to time, or any similar rule or regulation hereafter adopted by the SEC
having substantially the same effect.

     

    “Rule 144 Eligible”
means eligible for immediate resale under Rule 144 without limitation on the
amount of securities sold under Rule 144(e) and without  requiring
discharge by payment in full of any promissory notes given to the Company prior
to the sale of the securities under Rule 144(d)(2)(iii).

     

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

     

    “SEC Reports” includes
all reports required to be filed by the Company under the Act and/or the
Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two
years preceding the Effective Date (or such shorter period as the Company was
required by law to file such material) and for the period in which this
Agreement is in effect.


    
      
         


      

      
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    “Securities” includes
the Warrant, the Common Shares and the Preferred Shares issuable pursuant to
this Agreement.

     

    “Subsidiary” means any
Person the Company owns or controls, or in which the Company, directly or
indirectly, owns a majority of the capital stock or similar interest that would
be disclosable pursuant to Regulation S-K, Item 601(b)(21).

     

    “Termination” has the
meaning set forth in Section 3.1.

     

    “Termination Date”
means the earlier of (i) the date that is the two-year anniversary of the
Effective Date, or (ii) the Tranche Closing Date on which the sum of the
aggregate Tranche Purchase Price for all Tranche Shares equals the Maximum
Placement.

     

    “Termination Notice”
has the meaning as set forth in Section 3.2.

     

    “Trading Day” means
any day on which the Common Stock is traded on the Trading Market; provided that
it shall not include any day on which the Common Stock is (a) scheduled to trade
for less than 5 hours, or (b) suspended from trading.

     

    “Trading Market” means
the OTC Bulletin Board, the NASDAQ Capital Market, the NASDAQ Global Market, the
NASDAQ Global Select Market, the NYSE Amex, or the New York Stock Exchange,
whichever is at the time the principal trading exchange or market for the Common
Stock, but does not include the Pink Sheets inter-dealer electronic quotation
and trading system.

     

    “Tranche” has the
meaning set forth in Section 2.3.

     

    “Tranche Amount” means
the amount of any individual purchase of Preferred Shares under this Agreement,
as specified by the Company, and shall not exceed the Maximum Tranche
Amount.

     

    “Tranche Closing” has
the meaning set forth in Section
2.3(f).

     

    “Tranche Closing Date”
has the meaning set forth in Section
2.3(f).

     

    “Tranche Notice” has
the meaning set forth in Section
2.3(b).

     

    “Tranche Notice Date”
has the meaning set forth in Section
2.3(b).

     

    “Tranche Purchase
Price” has the meaning set forth in Section 2.3(b), and
shall be specified in writing by the Company.

     

    “Tranche Share Price”
means $10,000.00 per Preferred Share.  The Company may not issue
fractional Preferred Shares.


    
      
         


      

      
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    “Tranche Shares” means
the Preferred Shares that are purchased by Investor pursuant to a
Tranche.  For the Maximum Placement, the Company shall issue 750
Preferred Shares to Investor.

     

    “Transaction
Documents” means this Agreement, the other agreements and documents
referenced herein, and the exhibits and schedules hereto and
thereto.

     

    “Transfer Agent” means
Securities Transfer Corporation or any successor transfer agent for the Common
Stock.

     

    “Use of Proceeds
Certificate” means a certificate, in substantially the form attached as
Exhibit E,
signed by an officer of the Company, setting forth how the Tranche Purchase
Price will be applied by the Company.

     

    “VWAP” means, for any
date, the volume-weighted average price, calculated by dividing the aggregate
value of Common Stock traded on the Trading Market (price multiplied by number
of shares traded) by the total volume (number of shares) of Common Stock traded
on the Trading Market for such date, or the nearest preceding Trading
Day.

     

    “Warrant Shares” means
the shares of Common Stock issuable upon exercise of the Warrant.

     

    “Warrant” means the
warrant issuable under this Agreement, in the form attached hereto as Exhibit A, to
purchase shares of Common Stock with an aggregate exercise price equal to 135.0%
of the Maximum Placement (subject to adjustment as set forth
therein).

     

    ARTICLE 7

    PURCHASE AND
SALE

     

    7.1     
   Agreement to
Purchase

     

    .  Subject
to the terms and conditions herein and the satisfaction of the conditions to
closing set forth in this ARTICLE 2:

     

    (a)           Investor
hereby agrees to purchase such amounts of Preferred Shares as the Company may,
in its sole and absolute discretion, from time to time elect to issue and sell
to Investor according to one or more Tranches pursuant to Section 2.3 below;
and

     

    (b)           The
Company agrees to pay the Commitment Fee and to issue the Preferred Shares, the
Common Shares, the Commitment Fee Shares, and the Warrant to Investor as
provided herein.

     

    7.2       
 Investment
Commitment

     

    (a)           Investment
Commitment. The closing of this Agreement (the “Commitment Closing”)
shall be deemed to occur when this Agreement has been duly executed by both
Investor and the Company, and the other Conditions to the Commitment Closing set
forth in Section
2.2(b)(i) and
Section 2.2(c) have been met.


    
      
         


      

      
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      (b)           Commitment Fee
Shares.

       

      (i)           As
a condition to the Commitment Closing, on or prior to the Effective Date the
Company shall issue to Investor, as an estimate of the maximum number of
Commitment Fee Shares to which Investor may become entitled under this
Agreement, 19,121,282 Commitment Fee Shares.  The Commitment Fee
Shares shall be evidenced by a stock certificate, titled in the name of Investor
or its designee, and bearing a legend substantially in the form set forth in
Section 5.1(b)
hereof and, at the Company’s option, an additional legend indicating that such
shares are subject to the contractual restrictions set forth in this
Agreement.

       

      (ii)         A
total of 19,121,282 shares of Common Stock shall be included in the Registration
Statement for use by the Company in satisfaction of the Commitment
Fee.  Any such shares that are registered for resale but are not used
in payment of the Commitment Fee shall be cancelled by the Company.

       

      (iii)        If
the Company elects to pay the Commitment Fee in cash, then upon Investor’s
receipt of funds the Commitment Fee Shares shall be returned to the Company for
cancellation.  If the Company elects to pay the Commitment Fee in
stock, or if the Company fails to pay the Commitment Fee in cash for any reason,
then on the date that the Commitment Fee is payable,  the legends
shall be removed from the certificate for the Commitment Fee
Shares.  If necessary to make the aggregate number of shares delivered
to Investor equal to the total Commitment Fee divided by the then-applicable
Commitment Share VWAP Price, on the date the Commitment Fee is payable, the
Company shall deliver to Investor (A) if more shares are required, a second
legend-free certificate for the balance of the required shares, or (B) if less
shares are required, a legend-free replacement certificate for the total
required number of shares and, in such case, the original certificate shall be
returned to the Company for cancellation.  Prior to the date that
Investor is entitled to receive legend-free certificates, neither Investor nor
the Company shall be entitled to sell, pledge, assign or otherwise transfer any
of the Commitment Fee Shares.

       

      (iv)         If
the Commitment Fee has not been paid by the six-month anniversary of the
Effective Date (whether because the first Tranche Closing has not occurred or
for any other reason), then on such date the legend shall be removed from the
certificate for the Commitment Fee Shares.  If necessary to make the
aggregate number of shares delivered to Investor equal to the total Commitment
Fee divided by the then-applicable Commitment Share VWAP Price, on the date the
Commitment Fee is payable, the Company shall deliver to Investor (A) if more
shares are required, a second legend-free certificate for the balance of the
required shares, or (B) if less shares are required, a legend-free replacement
certificate for the total required number of shares and, in such case, the
original certificate shall be returned to the Company for
cancellation.

       

      (c)           Conditions to Investment
Commitment. As a condition precedent to the Commitment Closing, all of
the following (the “Conditions to Commitment
Closing”) shall have been satisfied prior to or concurrently with the
Company’s execution and delivery of this Agreement:

       

      
        
          
             


          

          
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      (i)           the
following documents shall have been delivered to Investor:  (A) this
Agreement, executed by the Company; (B) a Secretary’s Certificate as to (x) the
resolutions of the Company’s board of directors authorizing this Agreement and
the Transaction Documents, and the transactions contemplated hereby and thereby,
(y) a copy of the Company’s current Certificate or Articles of Incorporation,
and (z) a copy of the Company’s current Bylaws; (C) the Certificate of
Designations executed by the Company and filed with the Delaware Secretary of
State; (D) the Opinion; and (E) a copy of (1) the Company’s press release (if
any) announcing the transactions contemplated by this Agreement; and (F) a copy
of the Company’s Current Report on Form 8-K, as filed with the SEC, describing
the transaction contemplated by, and attaching a complete copy of, the
Transaction Documents;

       

      (ii)         other
than for losses incurred in the ordinary course of business, there has not been
any Material Adverse Effect on the Company since the date of the last SEC Report
filed by the Company, including but not limited to incurring material
liabilities;

       

      (iii)        the
representations and warranties of the Company in this Agreement shall be true
and correct in all material respects and the Company shall have delivered an
Officer’s Closing Certificate to such effect to Investor, signed by an officer
of the Company;

       

      (iv)         the
Warrant to purchase shares of Common Stock with an aggregate exercise price
equal to 135.0% of the Maximum Placement (subject to adjustment as set forth
therein) shall have been delivered to Investor;

       

      (v)          the
certificate for the Commitment Fee Shares shall have been delivered to Investor;
and

       

      (vi)         any
Required Approval has been obtained.

       

      (d)         Investor’s Obligation to
Purchase. Subject to the prior satisfaction of all conditions set forth
in this Agreement, following Investor’s receipt of a validly delivered Tranche
Notice, Investor shall be required to purchase from the Company a number of
Tranche Shares equal to the permitted Tranche Share Amount, in the manner
described below.

       

      7.3       
Tranches to
Investor

       

      (a)         Procedure to Elect a
Tranche. Subject to the Maximum Tranche Amount, the Maximum Placement and
the other conditions and limitations set forth in this Agreement, at any time
beginning on the effective date of the Registration Statement, the Company may,
in its sole and absolute discretion, elect to exercise one or more individual
purchases of Preferred Shares under this Agreement (each a “Tranche”) according
to the following procedure.


      
        
           


        

        
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      (b)         Delivery of Tranche
Notice.  The Company shall deliver an irrevocable written
notice (the “Tranche
Notice”), in the form attached hereto as Exhibit F, to
Investor stating that the Company shall exercise a Tranche and stating the
number of Preferred Shares which the Company will sell to Investor at the
Tranche Share Price, and the aggregate purchase price for such Tranche (the
“Tranche Purchase
Price”).  A Tranche Notice delivered by the Company to Investor
by 4:30 p.m. Eastern time on any Trading Day shall be deemed delivered on the
same day.  A Tranche Notice delivered by the Company to Investor after
4:30 p.m. Eastern time on any Trading Day, or at any time on a non-Trading Day,
shall be deemed delivered on the next Trading Day.  The date that the
Tranche Notice is deemed delivered is the “Tranche Notice
Date”.  Each Tranche Notice shall be delivered via facsimile or
electronic mail, with confirming copy by overnight carrier, in each case to the
address set forth in Section
6.2.  Except for the first Tranche Closing, the Company may not
give a Tranche Notice unless the Tranche Closing for the prior Tranche has
occurred or has been cancelled by the Company pursuant to Section
2.3(g).

       

      (c)         Warrant.  On
each Tranche Notice Date, that portion of the Warrant equal to 135% of the
Tranche Amount shall vest and become exercisable, and such vested portion may be
exercised at any time on or after such Tranche Notice Date.  Any
portion of the Warrant that becomes exercisable in connection with the delivery
of the Tranche Notice and is exercised by Investor in accordance with Section 1.1 of the
Warrant shall be deemed exercised (i) on the applicable Tranche Notice Date, if
the Company receives the Exercise Delivery Documents from Investor by 6:30 p.m.
Eastern time on the Tranche Notice Date, or (ii) on the next Trading Day, if the
Company receives the Exercise Delivery Documents from Investor after 6:30 p.m.
Eastern Time on the applicable Tranche Notice Date or on any subsequent
date.

       

      (d)         Conditions Precedent to
Right to Deliver a Tranche Notice.  The right of the Company to
deliver a Tranche Notice is subject to the satisfaction (or written waiver by
Investor in its sole discretion), on the date of delivery of such Tranche
Notice, of each of the following conditions:

       

      (i)           the
Common Stock (including without limitation any shares of Common Stock that may
be issued to Investor in payment of the Commitment Fee) shall be listed for and
currently trading on the Trading Market, and to the Company’s knowledge there is
no notice of any suspension or delisting with respect the trading of the shares
of Common Stock on such Trading Market;

       

      (ii)         the
representations and warranties of the Company set forth in this Agreement shall
be true and correct in all material respects as if made on such date (except for
any representations and warranties that are expressly made as of a particular
date, in which case such representations and warranties shall be true and
correct as of such particular date), and no default shall have occurred under
this Agreement, or any other agreement with Investor or any Affiliate of
Investor, or any other Material Agreement, and the Company shall deliver an
Officer’s Closing Certificate to such effect to Investor, signed by an officer
of the Company;

       

      (iii)        other
than losses incurred in the ordinary course of business, there has been no
Material Adverse Effect on the Company since the Commitment
Closing;

       

      
        
          
          

        

        
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      (iv)         the
Company is not, and will not be as a result of the applicable Tranche, in
default of this Agreement, any other agreement with Investor or any Affiliate of
Investor, or any other Material Agreement;


      (v)           there
is not then in effect any law, rule or regulation prohibiting or restricting the
transactions contemplated in this Agreement or any other Transaction Document,
or requiring any consent or approval which shall not have been obtained, nor is
there any pending or threatened proceeding or investigation which may have the
effect of prohibiting or adversely affecting any of the transactions
contemplated by this Agreement; no statute, rule, regulation, executive order,
decree, ruling or injunction shall have been enacted, entered, promulgated or
adopted by any court or governmental authority of competent jurisdiction that
prohibits the transactions contemplated by this Agreement, and no actions, suits
or proceedings shall be in progress, pending or, to the Company’s knowledge
threatened, by any person (other than Investor or any Affiliate of Investor),
that seek to enjoin or prohibit the transactions contemplated by this
Agreement;

       

      (vi)         all
Common Shares shall have been timely delivered at the times provided for in this
Agreement, including all Warrant Shares issuable pursuant to any Exercise Notice
delivered to Company prior to the Tranche Notice Date;

       

      (vii)        all
previously-issued and issuable Common Shares are DWAC Shares, are DTC eligible,
and can be immediately converted into electronic form without restriction on
resale;

       

      (viii)      
Company is in compliance with all requirements to maintain its then-current
listing on the Trading Market;

       

      (ix)         Company
has a current, valid and effective Registration Statement permitting the lawful
resale of all previously-issued and issuable Common Shares (including without
limitation all Warrant Shares issuable upon exercise of the Warrant delivered in
connection with such Tranche and any Commitment Fee Shares);

       

      (x)          Company
has a sufficient number of duly authorized shares of Common Stock reserved for
issuance in such amount as may be required to fulfill its obligations pursuant
to the Transaction Documents and any outstanding agreements with Investor and
any Affiliate of Investor, including without limitation all Warrant Shares
issuable upon exercise of the Warrant issued in connection with such
Tranche;

       

      (xi)         the
aggregate number of Warrant Shares issuable upon exercise of the Warrant issued
on the Tranche Notice Date, when aggregated with all other shares of Common
Stock deemed beneficially owned by Investor and its Affiliates (whether acquired
in connection with the transactions contemplated by the Transaction Documents or
otherwise), would not result in Investor owning more than 9.99% of all Common
Stock outstanding on the Tranche Notice Date, as determined in accordance with
Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder; and

       

      
        
          
          

        

        
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      (xii)       for
any Tranche Notice delivered after the earlier of (A) the first Tranche Closing,
or (B) the six-month anniversary of the Effective Date, Investor shall have
previously received the Commitment Fee.

       

      (e)         Documents to be Delivered at
Tranche Closing. The Closing of any Tranche and Investor’s obligations
hereunder shall additionally be conditioned upon the delivery to Investor of
each of the following (the “Required Tranche
Documents”) on or before the applicable Tranche Closing
Date:

       

      (i)           a
number of Preferred Shares equal to the Tranche Purchase Price divided by the
Tranche Share Price shall have been delivered to Investor or an account
specified by Investor for the Tranche Shares;

       

      (ii)         the
executed Opinion and Officer’s Certificate;

       

      (iii)        a
Use of Proceeds Certificate, signed by an officer of the Company, and setting
forth how the Tranche Purchase Price will be applied by the
Company;

       

      (iv)         all
Warrant Shares shall have been timely delivered in accordance with any Exercise
Notice delivered to Company prior to the Tranche Closing Date;

       

      (v)          all
documents, instruments and other writings required to be delivered by the
Company to Investor on or before the Tranche Closing Date pursuant to any
provision of this Agreement or in order to implement and effect the transactions
contemplated herein; and

       

      (vi)         payment
of a $5,000.00 non-refundable administrative fee to Investor’s counsel, by
offset against the Tranche Amount, or wire transfer of immediately available
funds.

       

      (f)      
   Mechanics of Tranche
Closing.

       

      (i)           Each
of the Company and Investor shall deliver all documents, instruments and
writings required to be delivered by either of them pursuant to Section 2.3(e) of
this Agreement at or prior to each Tranche Closing. Subject to such delivery and
the satisfaction of the conditions set forth in Section
2.3(d) as of the Tranche Closing Date, the closing of the
purchase by Investor of Preferred Shares shall occur by 5:00 p.m. Eastern time,
on the date which is 10 Trading Days following (and not counting) the Tranche
Notice Date (each a “Tranche Closing
Date”) at the offices of Investor.

       

      (ii)         If
any portion of the Warrant is exercised by Investor on or after the Tranche
Notice Date and prior to or on the Tranche Closing Date (which exercise shall be
effected by Investor sending the Exercise Delivery Documents to the Company in
accordance with Section 1.1 of the
Warrant), the Company shall send Investor an electronic copy of its share
issuance instructions to the Transfer Agent and shall cause the requisite number
of Warrant Shares to be credited to Investor’s account with DTC as DWAC Shares
by 12:00 p.m. Eastern time on the Trading Day after the date the Company
receives the Exercise Delivery Documents from Investor.  If DWAC
shares are not timely credited pursuant to this Section 2.3(f)(ii), then the
Tranche Closing Date shall be extended by one Trading Day for each Trading Day
that such timely credit of DWAC Shares is not made.

       

      
        
          
          

        

        
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      (iii)        On
or before each Tranche Closing Date, Investor shall deliver to the Company, in
cash or immediately available funds, the Tranche Purchase Price to be paid for
such Tranche Shares.

       

      (iv)         The
closing (each a “Tranche Closing”) for
each Tranche shall occur on the date that both (i) the Company has delivered to
Investor all Required Tranche Documents, and (ii) Investor has delivered to the
Company the Tranche Purchase Price.

       

      (g)         Limitation on Obligations to
Purchase and Sell.  Notwithstanding any other provision, in the
event the Closing Bid Price or Closing Sale Price of the Common Stock during any
one or more of the 9 Trading Days following the Tranche Notice Date falls below
75.0% of the Closing Bid Price on the Tranche Notice Date, except as otherwise
agreed in writing between the Company and Investor:  (i) the Company
may, at its option, and without penalty, terminate the Tranche Notice and
decline to sell any Tranche Shares on the Tranche Closing Date; and (ii)
Investor may, at its option, decline to purchase any Tranche Shares on the
Tranche Closing Date.

       

      7.4        
Maximum
Placement.  Investor
shall not be obligated to purchase any additional Tranche Shares once the
aggregate Tranche Purchase Price paid by Investor equals the Maximum
Placement.

       

      7.5        
Share
Sufficiency.  On
or before the date on which any portion of the Warrant become exercisable, the
Company shall have a sufficient number of duly authorized shares of Common Stock
for issuance in such amount as may be required to fulfill its obligations
pursuant to the Transaction Documents and any outstanding agreements with
Investor and any Affiliate of Investor.

       

      ARTICLE 8

      TERMINATION

       

      8.1        
Termination.  The
Investor may elect to terminate this Agreement and the Company’s right to
initiate subsequent Tranches to Investor under this Agreement (each, a “Termination”) upon
the occurrence of any of the following:

       

      (a)         if,
at any time, either the Company or any director or executive officer of the
Company has engaged in a transaction or conduct related to the Company that has
resulted in (i) a SEC enforcement action, including without limitation such
director or executive officer being sanctioned by the SEC, or (ii) a civil
judgment or criminal conviction for fraud or misrepresentation, or for any other
offense that, if prosecuted criminally, would constitute a felony under
applicable law;

       

      
        
          
          

        

        
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      (b)         on
any date after a Delisting Event that lasts for an aggregate of 20 Trading Days
during any calendar year;

       

      (c)         if
at any time the Company has filed for and/or is subject to any bankruptcy,
insolvency, reorganization or liquidation proceedings or other proceedings for
relief under any bankruptcy law or any law for the relief of debtors instituted
by or against the Company or any Subsidiary of the Company;

       

      (d)         the
Company is in breach or default of any Material Agreement, which breach or
default could have a Material Adverse Effect;

       

      (e)         the
Company is in breach or default of this Agreement, any Transaction Document, or
any agreement with Investor or any Affiliate of Investor;

       

      (f)         upon
the occurrence of a Fundamental Transaction;

       

      (g)         so
long as any Preferred Shares are outstanding, the Company effects or publicly
announces its intention to create a security senior to the Series C Preferred
Stock, or substantially altering the capital structure of the Company in a
manner that materially adversely affects the rights or preferences of the Series
C Preferred Stock; and

       

      (h)         on
the Termination Date.

       

      8.2       
Company
Termination.  The
Company may at any time in its sole discretion terminate (a “Company Termination”)
this Agreement and its right to initiate future Tranches by providing 30 days
advanced written notice (“Termination Notice”)
to Investor.

       

      8.3       
Effect of
Termination.  Except
as otherwise provided herein, the termination of this Agreement will have no
effect on any Common Shares, Preferred Shares, Commitment Fee Shares, Warrant,
Warrant Shares, or DWAC Shares previously issued, delivered or credited, or on
any then-existing rights of any holder thereof.  Notwithstanding any
other provision of this Agreement and regardless of whether the first Tranche
has closed, the Commitment Fee is payable despite any termination of this
Agreement and all fees paid to Investor or its counsel are
non-refundable.

       

      ARTICLE 9

      REPRESENTATIONS AND
WARRANTIES

       

      9.1        Representations and
Warranties of the Company.  Except
as set forth under the corresponding section of the Disclosure Schedules, which
shall be deemed a part hereof and which shall not contain any material
non-public information, the Company hereby represents and warrants to, and as
applicable covenants with, Investor as of each Closing:

       

      
        
          
          

        

        
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      (a)         Subsidiaries.  All
of the direct and indirect subsidiaries of the Company are set forth on Section 4.1(a) to the
Disclosure Schedule.  The Company owns, directly or indirectly, all of
the capital stock or other equity interests of each Subsidiary, and all of such
directly or indirectly owned capital stock or other equity interests are owned
free and clear of any Liens.  All the issued and outstanding shares of
capital stock of each Subsidiary are duly authorized, validly issued, fully
paid, non-assessable and free of preemptive and similar rights to subscribe for
or purchase securities.


      (b)         Organization and
Qualification.  Each of the Company and each Subsidiary is an
entity duly incorporated or otherwise organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation or
organization, as applicable, with the requisite power and authority to own and
use its properties and assets and to carry on its business as currently
conducted.  Neither the Company nor any Subsidiary is in violation or
default of any of the provisions of its respective certificate or articles of
incorporation, bylaws or other organizational or charter
documents.  Each of the Company and each Subsidiary is duly qualified
to conduct business and is in good standing as a foreign corporation or other
entity in each jurisdiction in which the nature of the business conducted or
property owned by it makes such qualification necessary, except where the
failure to be so qualified or in good standing, as the case may be, could not
have or reasonably be expected to result in a Material Adverse Effect and no
proceeding has been instituted in any such jurisdiction revoking, limiting or
curtailing or seeking to revoke, limit or curtail such power and authority or
qualification.

       

      (c)         Authorization;
Enforcement.  The Company has the requisite corporate power and
authority to enter into and to consummate the transactions contemplated by each
of the Transaction Documents and otherwise to carry out its obligations
hereunder or thereunder.  The execution and delivery of each of the
Transaction Documents by the Company and the consummation by it of the
transactions contemplated hereby or thereby have been duly authorized by all
necessary action on the part of the Company and no further consent or action is
required by the Company other than the filing of the Certificate of
Designations.  Each of the Transaction Documents has been, or upon
delivery will be, duly executed by the Company and, when delivered in accordance
with the terms hereof, will constitute the valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, except
(i) as limited by general equitable principles and applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by laws
relating to the availability of specific performance, injunctive relief or other
equitable remedies and (iii) insofar as indemnification and contribution
provisions may be limited by applicable law.  Neither the Company nor
any Subsidiary is in violation of any of the provisions of its respective
certificate or articles of incorporation, by-laws or other organizational or
charter documents.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      (d)         No
Conflicts.  The execution, delivery and performance of the
Transaction Documents by the Company, the issuance and sale of the Securities
and the consummation by the Company of the other transactions contemplated
thereby do not and will not (i) conflict with or violate any provision of the
Company’s or any Subsidiary’s certificate or articles of incorporation, articles
of association, bylaws, or other organizational or charter documents, or (ii)
conflict with, or constitute a default (or an event that with notice or lapse of
time or both would become a default) under, result in the creation of any Lien
upon any of the properties or assets of the Company or any Subsidiary, or give
to others any rights of termination, amendment, acceleration or cancellation
(with or without notice, lapse of time or both) of, any agreement, credit
facility, debt or other instrument (evidencing a Company or Subsidiary debt or
otherwise) or other understanding to which the Company or any Subsidiary is a
party or by which any property or asset of the Company or any Subsidiary is
bound or affected, or (iii) conflict with or result in a violation of any law,
rule, regulation, order, judgment, injunction, decree or other restriction of
any court or governmental authority to which the Company or a Subsidiary is
subject (including federal and state securities laws and regulations), or by
which any property or asset of the Company or a Subsidiary is bound or affected,
or (iv) conflict with or violate the terms of any agreement by which the Company
or any Subsidiary is bound or to which any property or asset of the Company or
any Subsidiary is bound or affected; except in the case of each of clauses (ii)
and (iii), such as could not have or reasonably be expected to result in a
Material Adverse Effect.

       

      (e)         Filings, Consents and
Approvals.  Neither the Company nor any Subsidiary is required
to obtain any consent, waiver, authorization or order of, give any notice to, or
make any filing or registration with, any court or other federal, state, local
or other governmental authority or other Person in connection with the
execution, delivery and performance by the Company of the Transaction Documents,
other than the filing of the Certificate of Designations and required federal
and state securities filings and such filings and approvals as are required to
be made or obtained under the applicable Trading Market rules in connection with
the transactions contemplated hereby, each of which has been, or (if not yet
required to be filed) shall be, timely filed.

       

      (f)      
   Issuance of the
Securities.  The Securities are duly authorized and, when
issued and paid for in accordance with the applicable Transaction Documents,
will be duly and validly issued, fully paid and nonassessable, free and clear of
all Liens.  The Company has reserved from its duly authorized capital
stock a number of shares of Common Stock and Preferred Stock for issuance of the
Securities at least equal to the number of Securities which could be issued
pursuant to the terms of the Transaction Documents, based on the
then-anticipated exercise prices of the Warrant.

       

      
        
          
          

        

        
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      (g)         Capitalization.  The
capitalization of the Company is as described in the Company’s most recently
filed periodic SEC Report.  The Company had previously issued and
outstanding shares of Series A preferred stock and Series B preferred stock, all
of which have been retired and none of which is currently
outstanding.  Except for the Preferred Shares to be issued pursuant to
this Agreement, the Company has no currently issued or outstanding shares of
preferred stock.  Other than as set forth in Section 4.1(g) of the
Disclosure Schedule, the Company has not issued any capital stock since such
filing.  No Person has any right of first refusal, preemptive right,
right of participation, or any similar right to participate in the transactions
contemplated by the Transaction Documents.  Except as a result of the
purchase and sale of the Securities or as set forth in the SEC Reports, there
are no outstanding options, warrants, script rights to subscribe to, calls or
commitments of any character whatsoever relating to, or securities, rights or
obligations convertible into or exchangeable for, or giving any Person any right
to subscribe for or acquire, any shares of Common Stock, or contracts,
commitments, understandings or arrangements by which the Company or any
Subsidiary is or may become bound to issue additional shares of Common Stock or
securities convertible into or exercisable for shares of Common
Stock.  The issuance and sale of the Securities will not obligate the
Company to issue shares of Common Stock or other securities to any Person (other
than Investor) and will not result in a right of any holder of Company
securities to adjust the exercise, conversion, exchange, or reset price under
such securities. All of the outstanding shares of capital stock of the Company
are validly issued, fully paid and nonassessable, have been issued in compliance
with all federal and state securities laws, and none of such outstanding shares
was issued in violation of any preemptive rights or similar rights to subscribe
for or purchase securities.  No further approval or authorization of
any stockholder, the Board of Directors of the Company or others is required for
the issuance and sale of the Securities.  Except as set forth in the
SEC Reports, there are no stockholders agreements, voting agreements or other
similar agreements with respect to the Company’s capital stock to which the
Company is a party or, to the knowledge of the Company, between or among any of
the Company’s stockholders.

       

      (h)         SEC Reports; Financial
Statements.  The Company has filed all required SEC Reports for
the two years preceding the Effective Date (or such shorter period as the
Company was required by law to file such SEC Reports) on a timely basis or has
received a valid extension of such time of filing and has filed any such SEC
Reports prior to the expiration of any such extension.  As of their
respective dates, the SEC Reports complied in all material respects with the
requirements of the Act and the Exchange Act and the rules and regulations of
the SEC promulgated thereunder, as applicable, and none of the SEC Reports, when
filed, 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 light of the circumstances under which they were made,
not misleading.  The financial statements of the Company included in
the SEC Reports comply in all material respects with applicable accounting
requirements and the rules and regulations of the SEC with respect thereto as in
effect at the time of filing.  Such financial statements have been
prepared in accordance with GAAP, except as may be otherwise specified in such
financial statements or the notes thereto and except that unaudited financial
statements may not contain all footnotes required by GAAP, and fairly present in
all material respects the financial position of the Company and its consolidated
subsidiaries as of and for the dates thereof and the results of operations and
cash flows for the periods then ended, subject, in the case of unaudited
statements, to normal, immaterial, year-end audit adjustments.

       

      
        
          
          

        

        
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      (i)     
    Material
Changes.  Since the date of the latest audited financial
statements included within the SEC Reports, except as specifically disclosed in
the SEC Reports, (i) there has been no event, occurrence or development that has
had, or that could reasonably be expected to result in, a Material Adverse
Effect, (ii) the Company has not incurred any liabilities (contingent or
otherwise) other than (A) trade payables and accrued expenses incurred in the
ordinary course of business consistent with past practice, and (B) liabilities
not required to be reflected in the Company’s financial statements pursuant to
GAAP or required to be disclosed in filings made with the SEC, (iii) the Company
has not altered its method of accounting, (iv) the Company has not declared or
made any dividend or distribution of cash or other property to its stockholders
or purchased, redeemed or made any agreements to purchase or redeem any shares
of its capital stock and (v) the Company has not issued any equity securities to
any officer, director or Affiliate, except pursuant to existing Company equity
incentive plans as disclosed in the SEC Reports.  The Company does not
have pending before the SEC any request for confidential treatment of
information.

       

      (j)          Litigation.  There
is no action, suit, inquiry, notice of violation, proceeding or investigation
pending or, to the knowledge of the Company, threatened against or affecting the
Company, any Subsidiary or any of their respective properties before or by any
court, arbitrator, governmental or administrative agency or regulatory authority
(federal, state, county, local or foreign) (collectively, an “Action”), which (i)
adversely affects or challenges the legality, validity or enforceability of any
of the Transaction Documents or the Securities, or (ii) could, if there were an
unfavorable decision, have or reasonably be expected to result in a Material
Adverse Effect.  Neither the Company nor any Subsidiary, nor to the
knowledge of the Company any director or officer thereof, is or has been the
subject of any Action involving a claim of violation of or liability under
federal or state securities laws or a claim of breach of fiduciary
duty.  There has not been, and to the knowledge of the Company, there
is not pending or contemplated, any investigation by the SEC involving the
Company or any current or former director or officer of the
Company.  The SEC has not issued any stop order or other order
suspending the effectiveness of any registration statement filed by the Company
or any Subsidiary under the Exchange Act or the Act.

       

      (k)         Labor
Relations.  No material labor dispute exists or, to the
knowledge of the Company, is imminent with respect to any of the employees of
the Company, which could reasonably be expected to result in a Material Adverse
Effect.

       

      (l)         
Compliance.  Neither
the Company nor any Subsidiary (i) is in default under or in violation of (and
no event has occurred that has not been waived that, with notice or lapse of
time or both, would result in a default by the Company or any Subsidiary under),
nor has the Company or any Subsidiary received notice of a claim that it is in
default under or that it is in violation of, any indenture, loan or credit
agreement or any other similar agreement or instrument to which it is a party or
by which it or any of its properties is bound (whether or not such default or
violation has been waived), (ii) is in violation of any order of any court,
arbitrator or governmental body, or (iii) is or has been in violation of any
statute, rule or regulation of any governmental authority, including without
limitation all foreign, federal, state and local laws applicable to its
business, except in each case under clauses (i)-(iii) above as could not have a
Material Adverse Effect.

       

      
        
          
          

        

        
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      (m)        Regulatory
Permits.  The Company and each Subsidiary possess all
certificates, authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their
respective businesses as described in the SEC Reports, except where the failure
to possess such permits could not, individually or in the aggregate, have or
reasonably be expected to result in a Material Adverse Effect (“Material Permits”),
and neither the Company nor any Subsidiary has received any notice of
proceedings relating to the revocation or modification of any Material
Permit.

       

      (n)         Title to
Assets.  The Company and each Subsidiary have good and
marketable title in fee simple to all real property owned by them that is
material to the business of the Company and each Subsidiary and good and
marketable title in all personal property owned by them that is material to the
business of the Company and each Subsidiary, in each case free and clear of all
Liens, except for Liens that do not materially affect the value of such property
and do not materially interfere with the use made and proposed to be made of
such property by the Company and each Subsidiary and Liens for the payment of
federal, state or other taxes, the payment of which is neither delinquent nor
subject to penalties.  Any real property and facilities held under
lease by the Company and each Subsidiary are held by them under valid,
subsisting and enforceable leases of which the Company and each Subsidiary are
in compliance.

       

      (o)         Patents and
Trademarks.  The Company and each Subsidiary have, or have
rights to use, all patents, patent applications, trademarks, trademark
applications, service marks, trade names, copyrights, licenses and other similar
rights that are necessary or material for use in connection with their
respective businesses as described in the SEC Reports and which the failure to
so have could have a Material Adverse Effect (collectively, the “Intellectual
Property Rights”).  Neither the Company nor any Subsidiary has
received a written notice that the Intellectual Property Rights used by the
Company or any Subsidiary violates or infringes upon the rights of any Person.
To the knowledge of the Company, all such Intellectual Property Rights are
enforceable and there is no existing infringement by another Person of any of
the Intellectual Property Rights of the Company or each Subsidiary.

       

      (p)         Insurance.  The
Company and each Subsidiary are insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts as are prudent
and customary in the businesses in which the Company and each Subsidiary are
engaged, including but not limited to directors and officers insurance coverage
at least equal to the Maximum Placement.  To the best of Company’s
knowledge, such insurance contracts and policies are accurate and
complete.  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 without a significant increase in
cost.

       

      (q)         Transactions With Affiliates
and Employees.  Except as set forth in the SEC Reports, none of
the officers or directors of the Company and, to the knowledge of the Company,
none of the employees of the Company is presently a party to any transaction
with the Company or any Subsidiary (other than for services as employees,
officers and 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
officer, director or such employee or, to the knowledge of the Company, any
entity in which any officer, director, or any such employee has a substantial
interest or is an officer, director, trustee or partner, in each case in excess
of $120,000 other than (i) for payment of salary or consulting fees for services
rendered, (ii) reimbursement for expenses incurred on behalf of the Company and
(iii) for other employee benefits, including stock option agreements under any
equity incentive plan of the Company.

       

      
        
          
          

        

        
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      (r)         Sarbanes-Oxley; Internal
Accounting Controls.  The Company is in material compliance
with all provisions of the Sarbanes-Oxley Act of 2002, which are applicable to
it as of the date of the Commitment Closing.  The Company and each
Subsidiary 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 GAAP and to maintain asset accountability, (iii) access to
assets is permitted only in accordance with management’s general or specific
authorization, and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.  The Company has established disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) for the Company and designed such disclosure controls and procedures
to ensure that material information relating to the Company, including its
Subsidiaries, is made known to the certifying officers by others within those
entities, particularly during the period in which the Company’s most recently
filed periodic report under the Exchange Act, as the case may be, is being
prepared.  The Company’s certifying officers have evaluated the
effectiveness of the Company’s disclosure controls and procedures as of the date
prior to the filing date of the most recently filed periodic report under the
Exchange Act (such date, the “Evaluation
Date”).  The Company presented in its most recently filed
periodic report under the Exchange Act the conclusions of the certifying
officers about the effectiveness of the Company’s disclosure controls and
procedures based on their evaluations as of the Evaluation
Date.  Since the Evaluation Date, there have been no significant
changes in the Company’s internal accounting controls or its disclosure controls
and procedures or, to the Company’s knowledge, in other factors that could
materially affect the Company’s internal accounting controls or its disclosure
controls and procedures.

       

      (s)         Certain
Fees.  Except for the payment of the Commitment Fee, no
brokerage or finder’s fees or commissions are or will be payable by the Company
to any broker, financial advisor or consultant, finder, placement agent,
investment banker, bank or other Person with respect to the transactions
contemplated by this Agreement.  Investor shall have no obligation
with respect to any fees or with respect to any claims made by or on behalf of
other Persons for fees of a type contemplated in this Section
4.1(s) that may be due in connection with the transactions
contemplated by this Agreement or the other Transaction Documents.

       

      (t)     
    Private Placement.
Assuming the accuracy of Investor representations and warranties set forth in
Section 4.2, no
registration under the Act is required for the offer and sale of the Securities
by the Company to Investor as contemplated hereby. The issuance and sale of the
Securities hereunder does not contravene the rules and regulations of any
Trading Market.

       

      
        
          
          

        

        
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      (u)         Investment Company.
The Company is not, and is not an Affiliate of, and immediately after receipt of
payment for the Securities, will not be or be an Affiliate of, an “investment
company” within the meaning of the Investment Company Act of 1940, as
amended.  The Company shall conduct its business in a manner so that
it will not become subject to the Investment Company Act.

       

      (v)      
   Registration
Rights.  No Person (other than Investor pursuant to the
Transaction Documents) has any right to cause the Company to effect the
registration under the Act of any securities of the Company.

       

      (w)         Listing and Maintenance
Requirements.  The Common Stock is registered pursuant to
Section 12 of the Exchange Act, and the Company has taken no action designed to,
or which to its knowledge is likely to have the effect of, terminating the
registration of the Common Stock under the Exchange Act nor has the Company
received any notification that the SEC is contemplating terminating such
registration.  The Company has not, in the 12 months preceding the
Effective Date, received notice from any Trading Market on which the Common
Stock is or has been listed or quoted to the effect that the Company is not in
compliance with the listing or maintenance requirements of such Trading Market.
The Company is, and has no reason to believe that it will not in the foreseeable
future continue to be, in compliance with all such listing and maintenance
requirements.

       

      (x)         Application of Takeover
Protections.  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 Company’s
Certificate of Incorporation (or similar charter documents) or the laws of its
state of incorporation that is or could become applicable to Investor as a
result of Investor and the Company fulfilling their obligations or exercising
their rights under the Transaction Documents, including without limitation the
Company’s issuance of the Securities and Investor’s ownership of the
Securities.

       

      (y)         Disclosure; Non-Public
Information.  Except with respect to the information that will
be, and to the extent that it actually is timely publicly disclosed by the
Company pursuant to Section 2.2(c)(i),
and notwithstanding any other provision in this Agreement or the other
Transaction Documents, neither the Company nor any other Person acting on its
behalf has provided Investor or its agents or counsel with any information that
constitutes or might constitute material, non-public information, including
without limitation this Agreement and the Exhibits, Appendices and Schedules
hereto, unless prior thereto Investor shall have executed a written agreement
regarding the confidentiality and use of such information.  The
Company understands and confirms that neither Investor nor any Affiliate of
Investor shall have any duty of trust or confidence that is owed directly,
indirectly, or derivatively to the Company or the shareholders of the Company or
to any other Person who is the source of material non-public information
regarding the Company.  No information contained in the Disclosure
Schedules constitutes material non-public information.  There is no
adverse material information regarding the Company that has not been publicly
disclosed.  The Company understands and confirms that Investor will
rely on the foregoing representations and covenants in effecting transactions in
securities of the Company.  All disclosure provided to Investor
regarding the Company, its business and the transactions contemplated hereby,
including the Disclosure Schedules to this Agreement, furnished by or on behalf
of the Company with respect to the representations and warranties made herein
are true and correct in all material respects 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 light of the circumstances under
which they were made, not misleading.

       

      
        
          
          

        

        
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      (z)         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 security or solicited any offers to buy any security, under
circumstances that would cause this offering of the Securities to be integrated
with prior offerings by the Company for purposes of the Act or which could
violate any applicable stockholder approval provisions, including, without
limitation, under the rules and regulations of the Trading Market.

       

      (aa)      
Financial
Condition.  Based on the financial condition of the Company as
of the date of the Commitment Closing: (i) the fair saleable market value of the
Company’s assets exceeds the amount that will be required to be paid on or in
respect of the Company’s existing debts and other liabilities (including known
contingent liabilities) as they mature; (ii) the Company’s assets do not
constitute unreasonably small capital to carry on its business for the current
fiscal year as now conducted and as proposed to be conducted including its
capital needs taking into account the particular capital requirements of the
business conducted by the Company, and projected capital requirements and
capital availability thereof; and (iii) the current cash flow of the Company,
together with the proceeds the Company would receive, were it to liquidate all
of its assets, after taking into account all anticipated uses of the cash, would
be sufficient to pay all amounts on or in respect of its debt when such amounts
are required to be paid.  The Company does not intend to incur debts
beyond its ability to pay such debts as they mature (taking into account the
timing and amounts of cash to be payable on or in respect of its debt). The
Company has no knowledge of any facts or circumstances, which lead it to believe
that it will file for reorganization or liquidation under the bankruptcy or
reorganization laws of any jurisdiction within one year from the date of the
Commitment Closing.  The SEC Reports set forth as of the dates thereof
all outstanding secured and unsecured Indebtedness of the Company or any
Subsidiary, or for which the Company or any Subsidiary has
commitments.  Neither the Company nor any Subsidiary is in default
with respect to any Indebtedness.

       

      (bb)      
Tax
Status.  The Company and each of its Subsidiaries has made or
filed all federal, state and foreign income and all other tax returns, reports
and declarations required by any jurisdiction to which it is subject (unless and
only to the extent that the Company and each of its Subsidiaries has set aside
on its books provisions reasonably adequate for the payment of all unpaid and
unreported taxes) and 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 has set aside on its books provisions 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.  The
Company has not executed a waiver with respect to the statute of limitations
relating to the assessment or collection of any foreign, federal, statue or
local tax.  None of the Company’s tax returns is presently being
audited by any taxing authority.

       

      
        
          
          

        

        
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      (cc)      
No General
Solicitation or Advertising.  Neither the Company nor, to the
knowledge of the Company, any of its directors or officers (i) has conducted or
will conduct any general solicitation (as that term is used in Rule 502(c) of
Regulation D) or general advertising with respect to the sale of the Securities,
or (ii) made any offers or sales of any security or solicited any offers to buy
any security under any circumstances that would require registration of the
Securities under the Act or made any “directed selling efforts” as defined in
Rule 902 of Regulation S.

       

      (dd)      
Foreign Corrupt
Practices.  Neither the Company, nor to the knowledge of the
Company, any agent or other person acting on behalf of the Company, has (i)
directly or indirectly, used any corrupt funds for unlawful contributions,
gifts, entertainment or other unlawful expenses related to foreign or domestic
political activity, (ii) made any unlawful payment to foreign or domestic
government officials or employees or to any foreign or domestic political
parties or campaigns from corporate funds, (iii) failed to disclose fully any
contribution made by the Company (or made by any person acting on its behalf of
which the Company is aware) which is  in violation of law, or (iv)
violated in any material respect any provision of the Foreign Corrupt Practices
Act of 1977, as amended.

       

      (ee)      
Acknowledgment
Regarding Investor’s Purchase of Securities.  The Company
acknowledges and agrees that Investor is acting solely in the capacity of arm’s
length purchaser with respect to this Agreement and the transactions
contemplated hereby.  The Company further acknowledges that Investor
is not acting as a financial advisor or fiduciary of the Company (or in any
similar capacity) with respect to this Agreement and the transactions
contemplated hereby and any statement made by Investor or any of its
representatives or agents in connection with this Agreement and the transactions
contemplated hereby is not advice or a recommendation and is merely incidental
to Investor’s purchase of the Securities.  The Company further
represents to Investor that the Company’s decision to enter into this Agreement
has been based solely on the independent evaluation of the Company and its
representatives.

       

      (ff)       
Accountants.  The
Company’s accountants are set forth in the SEC Reports and such accountants are
an independent registered public accounting firm as required by the
Act.

       

      (gg)     
No
Disagreements with Accountants and Lawyers.  There are no
disagreements of any kind presently existing, or reasonably anticipated by the
Company to arise, between the accountants and lawyers formerly or presently
employed by the Company, and the Company is current with respect to any fees
owed to its accountants and lawyers, except for any past-due amounts that may be
owed in the ordinary course of business.

       

      
        
          
          

        

        
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      (hh)   
   Registration Statements and
Prospectuses.

       

      (i)           The
offer and sale of the Common Shares as contemplated hereby complies with the
requirements of Rule 415 under the Act.

       

      (ii)         
The Company has not, directly or indirectly, used or referred to any “free
writing prospectus” (as defined in Rule 405 under the Act) except in compliance
with Rules 164 and 433 under the Act.

       

      (iii)        The
Company is not an “ineligible issuer” (as defined in Rule 405 under the Act) as
of the eligibility determination date for purposes of Rules 164 and 433 under
the Act with respect to the offering of the Common Shares contemplated by any
Registration Statement filed or to be filed, without taking into account any
determination by the SEC pursuant to Rule 405 under the Act that it is not
necessary under the circumstances that the Company be considered an “ineligible
issuer.”

       

      (ii)         Section 5 Compliance.
No representation or warranty or other statement made by Company in the
Transaction Documents contains any untrue statement or omits to state a material
fact necessary to make any of them, in light of the circumstances in which it
was made, not misleading. The Company
is not aware of any facts or circumstances that would cause the transactions
contemplated by the Transaction Documents, when consummated, to violate Section
5 of the Act or other federal or state securities laws or
regulations.

       

      9.2       
Representations
and Warranties of Investor. Investor hereby represents and warrants as of
the Effective Date as follows:

       

      (a)         Organization;
Authority.  Investor is an entity duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization with full right, company power and authority to enter into and to
consummate the transactions contemplated by the Transaction Documents and
otherwise to carry out its obligations thereunder.  The execution,
delivery and performance by Investor of the transactions contemplated by this
Agreement have been duly authorized by all necessary company or similar action
on the part of Investor.  Each Transaction Document to which it is a
party has been (or will be) duly executed by Investor, and when delivered by
Investor in accordance with the terms hereof, will constitute the valid and
legally binding obligation of Investor, enforceable against it in accordance
with its terms, except (i) as limited by general equitable principles and
applicable bankruptcy, insolvency, reorganization, moratorium and other laws of
general application affecting enforcement of creditors’ rights generally, (ii)
as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iii) insofar as
indemnification and contribution provisions may be limited by applicable
law.

       

      (b)         Investor
Status.  At the time Investor was offered the Securities, it
was, and at the Effective Date it is an “accredited investor” as defined in Rule
501(a) under the Act.

       

      
        
          
          

        

        
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      (c)         Experience of
Investor.  Investor, either alone or together with its
representatives, has such knowledge, sophistication and experience in business
and financial matters so as to be capable of evaluating the merits and risks of
the prospective investment in the Securities, and has so evaluated the merits
and risks of such investment.  Investor is able to bear the economic
risk of an investment in the Securities and, at the present time, is able to
afford a complete loss of such investment.

       

      (d)         General
Solicitation.  Investor is not purchasing the Securities as a
result of any advertisement, article, notice or other communication regarding
the Securities published in any newspaper, magazine or similar media or
broadcast over television or radio or presented at any seminar or any other
general solicitation or general advertisement.

       

      The
Company acknowledges and agrees that Investor does not make or has not made any
representations or warranties with respect to the transactions contemplated
hereby other than those specifically set forth in this Section
4.2.

       

      ARTICLE 10

      OTHER AGREEMENTS OF THE
PARTIES

       

      10.1  
    Transfer
Restrictions

       

      (a)         The
Securities may only be disposed of in compliance with state and federal
securities laws.  In connection with any transfer of Securities other
than (i) pursuant to an effective Registration Statement or Rule 144, (ii) to
the Company, (iii) to an Affiliate of Investor, or (iv) in connection with a
pledge as contemplated in Section
5.1(b), the Company may require the transferor thereof to
provide to the Company an opinion of Luce Forward Hamilton & Scripps LLP
(“Luce
Forward”), or other counsel selected by the transferor and reasonably
acceptable to the Company, to the effect that such transfer does not require
registration of such transferred Securities under the Act.

       

      (b)         Investor
agrees to the imprinting, so long as is required by this Section
5.1, of the following legend, or substantially similar
legend, on any certificate evidencing Securities other than DWAC
Shares:


      NEITHER
THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES.

       

      
        
          
          

        

        
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      The
Company agrees to cause such legend to be removed immediately upon effectiveness
of a Registration Statement, or when any Common Shares are eligible for sale
under Rule 144.  Company further acknowledges and agrees that Investor
may from time to time pledge pursuant to a bona fide margin agreement with a
registered broker-dealer or grant a security interest in some or all of the
Securities to a financial institution that is an “accredited investor” as
defined in Rule 501(a) under the Act and who agrees to be bound by the
provisions of this Agreement and, if required under the terms of such
arrangement, Investor may transfer pledged or secured Securities to the pledgees
or secured parties.  Such a pledge or transfer would not be subject to
approval of the Company and no legal opinion of legal counsel of the pledgee,
secured party or pledgor shall be required in connection
therewith.  Further, no notice shall be required of such
pledge.  At Investor’s reasonable expense, the Company will execute
and deliver such documentation as a pledgee or secured party of Securities may
reasonably request in connection with a pledge or transfer of the
Securities.

       

      10.2     
Furnishing of
Information.  As
long as Investor owns Securities, the Company covenants to timely file (or
obtain extensions in respect thereof and file within the applicable grace
period) all reports required to be filed by the Company after the Effective Date
pursuant to the Exchange Act.  Upon the request of Investor, the
Company shall deliver to Investor a written certification of a duly authorized
officer as to whether it has complied with the preceding sentence. As long as
Investor owns Securities, if the Company is not required to file reports
pursuant to such laws, it will prepare and furnish to Investor and make publicly
available in accordance with Rule 144(c) such information as is required for
Investor to sell the Securities under Rule 144.  The Company further
covenants that it will take such further action as any holder of Securities may
reasonably request, all to the extent required from time to time to enable such
Person to sell such Securities without registration under the Act within the
limitation of the exemptions provided by Rule 144.

       

      10.3      Integration.  The
Company shall not sell, offer for sale or solicit offers to buy or otherwise
negotiate in respect of any security (as defined in Section 2 of the Act) that
would be integrated with the offer or sale of the Securities in a manner that
would require the registration under the Act of the sale of the Securities to
Investor or that would be integrated with the offer or sale of the Securities
for purposes of the rules and regulations of any Trading Market such that it
would require stockholder approval prior to the closing of such other
transaction unless stockholder approval is obtained before the closing of such
subsequent transaction.


      
        
           


        

        
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      10.4      
Securities Laws
Disclosure; Publicity.  The
Company shall timely file a Current Report on Form 8-K as required by this
Agreement, and in the Company’s discretion shall file a press release, in each
case reasonably acceptable to Investor, disclosing the material terms of the
transactions contemplated hereby.  The Company and Investor shall
consult with each other in issuing any press releases with respect to the
transactions contemplated hereby, and neither the Company nor Investor shall
issue any such press release or otherwise make any such public statement without
the prior consent of the Company, with respect to any such press release of
Investor, or without the prior consent of Investor, with respect to any such
press release of the Company, which consent shall not unreasonably be withheld
or delayed, except if such disclosure is required by law or Trading Market
regulations, in which case the disclosing party shall promptly provide the other
party with prior notice of such public statement or
communication.  Notwithstanding the foregoing, the Company shall not
publicly disclose the name of Investor, or include the name of Investor in any
filing with the SEC or any regulatory agency or Trading Market, without the
prior written consent of Investor, except (i) as contained in the Current Report
on Form 8-K and press release described above, (ii) as required by federal
securities law in connection with any registration statement under which the
Common Shares are registered, (iii) to the extent such disclosure is required by
law or Trading Market regulations, in which case the Company shall provide
Investor with prior notice of such disclosure, or (iv) to the extent such
disclosure is required in any SEC Report filed by the Company.

       

      10.5       Shareholders Rights
Plan.  No
claim will be made or enforced by the Company or, to the knowledge of the
Company, any other Person that Investor is an “Acquiring Person” under any
shareholders rights plan or similar plan or arrangement in effect or hereafter
adopted by the Company, or that Investor could be deemed to trigger the
provisions of any such plan or arrangement, by virtue of receiving Securities
under the Transaction Documents or under any other agreement between the Company
and Investor. The Company shall conduct its business in a manner so that it will
not become subject to the Investment Company Act of 1940, as
amended.

       

      10.6      
Non-Public
Information.  The
Company covenants and agrees that neither it nor any other Person acting on its
behalf will provide Investor or its agents or counsel with any information that
the Company believes or reasonably should believe constitutes material
non-public information, unless prior thereto Investor shall have executed a
written agreement regarding the confidentiality and use of such
information.  On and after the Effective Date, neither Investor nor
any Affiliate Investor shall have any duty of trust or confidence that is owed
directly, indirectly, or derivatively, to the Company or the shareholders of the
Company, or to any other Person who is the source of material non-public
information regarding the Company.  The Company understands and
confirms that Investor shall be relying on the foregoing in effecting
transactions in securities of the Company.


      
        
           


        

        
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      10.7      
Reimbursement.  If
Investor becomes involved in any capacity in any proceeding by or against any
Person who is a stockholder of the Company (except as a result of sales,
pledges, margin sales and similar transactions by Investor to or with any
current stockholder), solely as a result of Investor’s acquisition of the
Securities under this Agreement, the Company will reimburse Investor for its
reasonable legal and other expenses (including the cost of any investigation
preparation and travel in connection therewith) incurred in connection
therewith, as such expenses are incurred, or will assume the defense of Investor
in such matter.  The reimbursement obligations of the Company under
this Section
5.7 shall be in addition to any liability which the Company may otherwise
have, shall extend upon the same terms and conditions to any Affiliates of
Investor who are actually named in such action, proceeding or investigation, and
partners, directors, agents, employees and controlling persons (if any), as the
case may be, of Investor and any such Affiliate, and shall be binding upon and
inure to the benefit of any successors, assigns, heirs and personal
representatives of the Company, Investor and any such Affiliate and any such
Person.  The Company also agrees that neither Investor nor any such
Affiliates, partners, directors, agents, employees or controlling persons shall
have any liability to the Company or any Person asserting claims on behalf of or
in right of the Company solely as a result of acquiring the Securities under
this Agreement.

       

      10.8      
Indemnification
of Investor

       

      (a)         Company Indemnification
Obligation.  Subject to the provisions of this Section 5.8, the
Company will indemnify and hold Investor and any Warrant holder, their
Affiliates and attorneys, and each of their directors, officers, shareholders,
partners, employees, agents, and any person who controls Investor within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act
(collectively, the “Investor Parties” and
each an “Investor
Party”), harmless from any and all losses, liabilities, obligations,
claims, contingencies, damages, costs and expenses, including all judgments,
amounts paid in settlements, court costs and reasonable attorneys’ fees and
costs of investigation (collectively, “Losses”) that any
Investor Party may suffer or incur as a result of or relating to (i) any breach
of any of the representations, warranties, covenants or agreements made by the
Company in this Agreement or in the other Transaction Documents, (ii) any action
instituted against any Investor Party, or any of them or their respective
Affiliates, by any stockholder of the Company who is not an Affiliate of an
Investor Party, with respect to any of the transactions contemplated by the
Transaction Documents (unless such action is based upon a breach of Investor’s
representations, warranties or covenants under the Transaction Documents or any
agreements or understandings Investor may have with any such stockholder or any
violations by Investor of state or federal securities laws or any conduct by
Investor which constitutes fraud, gross negligence, willful misconduct or
malfeasance), (iii)  any untrue statement or alleged untrue statement
of a material fact contained in a Registration Statement (or in a Registration
Statement as amended by any post-effective amendment thereof by the Company) or
arising out of or based upon any omission or alleged omission to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and/or (iv) any untrue statement or alleged untrue
statement of a material fact included in any Prospectus ( or any amendments or
supplements to any Prospectus ), in any free writing prospectus, in any “issuer
information” (as defined in Rule 433 under the Act) of the Company, or in any
Prospectus together with any combination of one or more of the  free
writing prospectuses, if any, or arising out of or based upon any omission or
alleged omission to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.


      
        
           


        

        
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      (b)         Indemnification
Procedures.  If any action shall be brought against an Investor
Party in respect of which indemnity may be sought pursuant to this Agreement,
such Investor Party shall promptly notify the Company in writing, and the
Company shall have the right to assume the defense thereof with counsel of its
own choosing.  The Investor Parties shall have the right to employ
separate counsel in any such action and participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of the Investor
Parties except to the extent that (i) the employment thereof has been
specifically authorized by the Company in writing, (ii) the Company has failed
after a reasonable period of time to assume such defense and to employ counsel
or (iii) in such action there is, in the reasonable opinion of such separate
counsel, a material conflict with respect to the dispute in question on any
material issue between the position of the Company and the position of the
Investor Parties such that it would be inappropriate for one counsel to
represent the Company and the Investor Parties.  The Company will not
be liable to the Investor Parties under this Agreement (i) for any settlement by
an Investor Party effected without the Company’s prior written consent, which
shall not be unreasonably withheld or delayed; or (ii) to the extent, but only
to the extent that a loss, claim, damage or liability is either attributable to
Investor’s breach of any of the representations, warranties, covenants or
agreements made by Investor in this Agreement or in the other Transaction
Documents.

       

      10.9      
Reservation of
Securities.  The
Company shall maintain a reserve from its duly authorized shares of Common Stock
for issuance pursuant to the Transaction Documents in such amount as may be
required to fulfill its obligations in full under the Transaction
Documents.

       

      10.10    
Prospectus
Availability and Changes.  The
Company will make available to Investor upon request, and thereafter from time
to time will furnish Investor, as many copies of any Prospectus (or of the
Prospectus as amended or supplemented if the Company shall have made any
amendments or supplements thereto after the effective date of the applicable
Registration Statement) as Investor may request for the purposes contemplated by
the Act; and in case Investor is required to deliver  a prospectus
after the nine-month period referred to in Section 10(a)(3) of the Act in
connection with the sale of the Common Shares, or after the time a
post-effective amendment to the applicable Registration Statement is required
pursuant to Item 512(a) of Regulation S-K under the Act, the Company will
prepare, at its expense, promptly upon request such amendment or amendments to
the Registration Statement and the Prospectus as may be necessary to permit
compliance with the requirements of Section 10(a)(3) of the Act or Item 512(a)
of Regulation S-K under the Act, as the case may be.

       

      The
Company will advise Investor promptly of the happening of any event within the
time during which a Prospectus is required to be delivered under the Act which
could require the making of any change in the Prospectus then being used so that
the Prospectus would not include an untrue statement of material fact or omit to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they are made, not misleading, and to
advise Investor promptly if, during such period, it shall become necessary to
amend or supplement any Prospectus to cause such Prospectus to comply with the
requirements of the Act, and in each case, during such time, to prepare and
furnish, at the Company’s expense, to Investor promptly such amendments or
supplements to such Prospectus as may be necessary to reflect any such change or
to effect such compliance.


      
        
           


        

        
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      10.11   
Required
Approval.  No
transactions contemplated under this Agreement or the Transaction Documents
shall be consummated for an amount that would require approval by any Trading
Market or Company stockholders under any approval provisions, rules or
regulations of any Trading Market applicable to the Company, unless and until
such approval is obtained.  Company shall use best efforts to obtain
any required approval as soon as possible.

       

      10.12    
Activity
Restrictions.  For
so long as Investor or any of its Affiliates holds any Preferred Shares,
Commitment Fee Shares, Warrant, Warrant Shares, or DWAC Shares, neither Investor
nor any Affiliate will:  (i) vote any shares of Common Stock owned or
controlled by it, solicit any proxies, or seek to advise or influence any Person
with respect to any voting securities of the Company; (ii) engage or participate
in any actions, plans or proposals which relate to or would result in (a)
acquiring additional securities of the Company, alone or together with any other
Person, which would result in beneficially owning or controlling more than 9.99%
of the total outstanding Common Stock or other voting securities of the Company,
(b) an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving Company or any of its subsidiaries, (c) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries, (d) any change in the present board of directors or management of
the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board, (e) any material
change in the present capitalization or dividend policy of the Company, (f) any
other material change in the Company’s business or corporate structure,
including but not limited to, if the Company is a registered closed-end
investment company, any plans or proposals to make any changes in its investment
policy for which a vote is required by Section 13 of the Investment Company Act
of 1940, (g) changes in the Company’s charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any Person, (h) causing a class of securities of the
Company to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association, (i) a class of equity securities of the Company
becoming eligible for termination of registration pursuant  to Section
12(g)(4) of the Act, or (j) any action, intention, plan or arrangement similar
to any of those enumerated above; or (iii) request the Company or its directors,
officers, employees, agents or representatives to amend or waive any provision
of this Section 5.12.

       

      10.13    
Registration
Statements and Prospectuses.

       

      (a)         Unless
its shelf registration statement is then effective, the Company will use its
best efforts to file within 30 calendar days after the Effective Date (or as
soon as possible thereafter), to cause to become effective as soon as possible
thereafter, and to remain effective until all Common Shares have been sold or
are Rule 144 Eligible, a Registration Statement for the resale of all Common
Shares issued or issuable hereunder (including without limitation all Warrant
Shares underlying the Warrant and any Common Shares that may be issued to
Investor in payment of the Commitment Fee).  Each Registration
Statement shall comply when it becomes effective, and, as amended or
supplemented, at the time of any Tranche Notice Date, Tranche Closing Date, or
issuance of any Common Shares, and at all times during which a prospectus is
required by the Act to be delivered in connection with any sale of Common
Shares, will comply, in all material respects, with the requirements of the
Act.


      
        
           


        

        
          30

          
            

          

        

        
           


        

      



    

      (b)     Each
Registration Statement, as of its respective effective time, will not, as
applicable, contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading.

       

      (c)     Each
Prospectus will comply, as of its date and the date it  will be filed
with the SEC,  and, at the time of any Tranche Notice Date, Tranche
Closing Date, or issuance of any Common Shares, and at all times during which a
prospectus is required by the Act to be delivered in connection with any sale of
Common Shares, will comply, in all material respects, with the requirements of
the Act.

       

      (d)     
At no time during the period that begins on the date a Prospectus is filed with
the SEC and ends at the time a Prospectus is no longer required by the Act to be
delivered in connection with any sale of Common Shares will any such Prospectus,
as then amended or supplemented, include an untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.

       

      (e)     
Each Registration Statement will meet, and the offering and sale of the Common
Shares as contemplated hereby will comply with, the requirements of Rule 415
under the Act.

       

      (f)     The
Company will not, directly or indirectly, use or refer to any “free writing
prospectus” (as defined in Rule 405 under the Act) except in compliance with
Rules 164 and 433 under the Act.

       

      (g)     The
Company will not be an “ineligible issuer” (as defined in Rule 405 under the
Act) as of the eligibility determination date for purposes of Rules 164 and 433
under the Act with respect to the offering of the Common Shares contemplated by
any Registration Statement that is filed, without taking into account any
determination by the SEC pursuant to Rule 405 under the Act that it is not
necessary under the circumstances that the Company be considered an “ineligible
issuer.”

       

      10.14     Investor
Due Diligence.  Investor shall have the right and opportunity
to conduct due diligence, at its own expense, with respect to any Registration
Statement or Prospectus in which the name of Investor or any Affiliate of
Investor appears.

       

      
        
          
             


          

          
            31

            
              

            

          

          
             


          

        

      

       

      ARTICLE 11

      MISCELLANEOUS

       

      11.1     Fees and
Expenses.  Except
for the $20,000.00 non-refundable document preparation
fee previously paid by the Company to counsel for Investor, the receipt of which
is hereby acknowledged, and the $5,000.00 non-refundable administrative fee
payable to counsel for Investor at each Tranche Closing, or as may be otherwise
provided in this Agreement, each party shall pay the fees and expenses of its
own advisers, counsel, accountants and other experts, if any, and all other
expenses incurred by such party incident to the negotiation, preparation,
execution, delivery and performance of the Transaction Documents.  The
Company acknowledges and agrees that Luce Forward solely represents Investor,
and does not represent the Company or its interests in connection with the
Transaction Documents or the transactions contemplated thereby.  The
Company shall pay all stamp and other taxes and duties levied in connection with
the sale of the Securities, if any.

       

      11.2     Notices.  Unless
a different time of day or method of delivery is set forth in the Transaction
Documents, any and all notices or other communications or deliveries required or
permitted to be provided hereunder shall be in writing and shall be deemed given
and effective on the earliest of:  (a) the date of transmission, if
such notice or communication is delivered via facsimile or electronic mail prior
to 5:30 p.m. Eastern time on a Trading Day and an electronic confirmation of
delivery is received by the sender, (b) the next Trading Day after the date of
transmission, if such notice or communication is delivered later than 5:30 p.m.
Eastern time or on a day that is not a Trading Day, (c) three Trading Days
following the date of mailing, if sent by U.S. nationally recognized overnight
courier service, or (d) upon actual receipt by the party to whom such notice is
required to be given.  The addresses for such notices and
communications are those set forth following the signature page hereof, or such
other address as may be designated in writing hereafter, in the same manner, by
such Person.

       

      11.3     Amendments;
Waivers.  No
provision of this Agreement may be waived or amended except in a written
instrument signed, in the case of an amendment, by the Company and Investor or,
in the case of a waiver, by the party against whom enforcement of any such
waiver is sought.  No waiver of any default with respect to any
provision, condition or requirement of this Agreement shall be deemed to be a
continuing waiver in the future or a waiver of any subsequent default or a
waiver of any other provision, condition or requirement hereof, nor shall any
delay or omission of either party to exercise any right hereunder in any manner
impair the exercise of any such right.

       

      11.4     Headings.  The
headings herein are for convenience only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions
hereof

       

      
        
          
             


          

          
            32

            
              

            

          

          
             


          

        

      

       

      11.5     Successors
and Assigns.  This
Agreement shall be binding upon and inure to the benefit of the parties and
their successors and permitted assigns.  The Company may not assign
this Agreement or any rights or obligations hereunder without the prior written
consent of Investor, which consent shall not be unreasonably withheld or
delayed.  Investor may assign any or all of its rights under this
Agreement (a) to any Affiliate, or (b) to any Person to whom Investor assigns or
transfers any Securities.

       

      11.6     No
Third-Party Beneficiaries.  This
Agreement is intended for the benefit of the parties hereto and their respective
successors and permitted assigns and is not for the benefit of, nor may any
provision hereof be enforced by, any other Person, except as otherwise set forth
in Section
5.8.


      11.7     Governing
Law; Dispute Resolution.  All
questions concerning the construction, validity, enforcement and interpretation
of the Transaction Documents shall be governed by and construed and enforced in
accordance with the laws of the State of New York, without regard to the
principles of conflicts of law that would require or permit the application of
the laws of any other jurisdiction.  Each party agrees that all legal
proceedings concerning the interpretations, enforcement and defense of the
transactions contemplated by this Agreement and any other Transaction Documents
(whether brought against a party hereto or its respective affiliates, directors,
officers, shareholders, employees or agents) shall be commenced exclusively in
the state and federal courts sitting in the City 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 (including with respect to
the enforcement of any of the Transaction Documents), 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 improper or inconvenient venue for such
proceeding.  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 via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in
effect for 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.  The
parties hereby waive all rights to a trial by jury.  If either party
shall commence an action or proceeding to enforce any provisions of the
Transaction Documents, then the prevailing party in such action or proceeding
shall be reimbursed by the other party for its reasonable attorneys’ fees and
other costs and expenses reasonably incurred in connection with the
investigation, preparation and prosecution of such action or
proceeding.

       

      11.8     Survival.  The
representations and warranties contained herein shall survive the Closing and
the delivery and exercise of the Securities.

       

      
        
           


        

        
          33

          
            

          

        

        
           


        

      

       

      11.9     Execution.  This
Agreement may be executed in two or more counterparts, all of which when taken
together 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, it being understood that both parties need not sign the same
counterpart.  In the event that any signature is delivered by
facsimile transmission, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile signature page
were an original thereof.

       

      11.10     Severability.  If
any provision of this Agreement is held to be invalid or unenforceable in any
respect, the validity and enforceability of the remaining terms and provisions
of this Agreement shall not in any way be affected or impaired thereby and the
parties will attempt to agree upon a valid and enforceable provision that is a
reasonable substitute therefor, and upon so agreeing, shall incorporate such
substitute provision in this Agreement.

       

      11.11     Replacement
of Securities.  If
any certificate or instrument evidencing any Securities is mutilated, lost,
stolen or destroyed, the Company shall issue or cause to be issued in exchange
and substitution for and upon cancellation thereof, or in lieu of and
substitution therefor, a new certificate or instrument, but only upon receipt of
evidence reasonably satisfactory to the Company of such loss, theft or
destruction and customary and reasonable indemnity, if requested.  The
applicants for a new certificate or instrument under such circumstances shall
also pay any reasonable third-party costs associated with the issuance of such
replacement Securities.

       

      11.12     Remedies.  In
addition to being entitled to exercise all rights provided herein or granted by
law, including recovery of damages, each of Investor and the Company will be
entitled to specific performance under the Transaction Documents.  The
parties agree that monetary damages may not be adequate compensation for any
loss incurred by reason of any breach of obligations described in the foregoing
sentence and hereby agrees to waive in any action for specific performance of
any such obligation the defense that a remedy at law would be
adequate.

       

      11.13     Payment
Set Aside.  To
the extent that the Company makes a payment or payments to Investor pursuant to
any Transaction Document or Investor enforces or exercises its rights
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, 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.

       

      11.14     Liquidated
Damages.  The
Company’s obligations to pay any partial liquidated damages
or other amounts owing under the Transaction Documents is a continuing
obligation of the Company and shall not terminate until all unpaid partial
liquidated damages and other amounts have been paid notwithstanding the fact
that the instrument or security pursuant to which such partial liquidated
damages or other amounts are due and payable shall have been
cancelled.

       

      
        
           


        

        
          34

          
            

          

        

        
           


        

      

       

      11.15     Time of
the Essence.  Time
is of the essence with respect to all provisions of this Agreement that specify
a time for performance.

       

      11.16     Construction.  The
parties agree that each of them and/or their respective counsel has reviewed and
had an opportunity to revise the Transaction Documents and, therefore, the
normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation
of the Transaction Documents or any amendments hereto. 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.

       

      11.17     Entire
Agreement.  This
Agreement, together with the Exhibits, Appendices and Schedules hereto, contains
the entire agreement and understanding of the parties, and supersedes all prior
and contemporaneous agreements, term sheets, letters, discussions,
communications and understandings, both oral and written, which the parties
acknowledge have been merged into this Agreement.  No party,
representative, attorney or agent has relied upon any collateral contract,
agreement, assurance, promise, understanding or representation not expressly set
forth hereinabove.  The parties hereby expressly waive all rights and
remedies, at law and in equity, directly or indirectly arising out of or
relating to, or which may arise as a result of, any Person’s reliance on any
such assurance.

       

      
        
          
             


          

          
            35

            
              

            

          

          
             


          

        

      

       

      IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized signatories as of the date first
indicated above.

      


      
        
          
            
              
                
                  	
                          MEDCLEAN
      TECHNOLOGIES, INC.

                        	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                          By:

                        	
                          /s/ David J. Laky

                        	 
      
	
                          Name:

                        	
                          David
      J. Laky

                        	 
      
	
                          Title:

                        	
                          President
      and Chief Executive Officer

                        	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                          By:

                        	
                          /s/    Cheryl K. Sadowski
      

                        	 
      
	
                          Name:

                        	
                          Cheryl
      K. Sadowski

                        	 
      
	
                          Title:

                        	
                          Treasurer
      and Chief Financial Officer

                        	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                          SOCIUS
      LIFE SCIENCES CAPITAL GROUP, LLC

                        	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                          By:

                        	
                          /s/ Terry Peizer

                        	 
      
	
                          Name:

                        	
                          Terry
      Peizer

                        	 
      
	
                          Title:

                        	
                          Managing
      Director

                        	 
      


                

              

            

          

        

      

       

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      Addresses
for Notice

      


      
        
          	
                  To
      Company:

                	 
      
	 
      	 
      
	
                  MedClean
      Technologies, Inc.

                	 
      
	
                  1812
      Front Street

                	 
      
	
                  Scotch
      Plains, New Jersey 07076

                	 
      
	
                  Attention:
      David J. Laky

                	 
      
	
                  Fax
      No.: (908) 663-2443

                	 
      
	
                  Email:
      dlaky@medcleantechnologies.com

                	 
      
	 
      	 
      
	
                  with
      a copy to:

                	 
      
	 
      	 
      
	
                  Macpherson
      Counsel LLP

                	 
      
	
                  168
      Sunset Hill Road

                	 
      
	
                  Redding,
      Connecticut 06896

                	 
      
	
                  Attention:
      Sean Macpherson, Esq.

                	 
      
	
                  Fax
      No.: (203) 286-1289

                	 
      
	
                  Email:
      smaclaw@optonline.net

                	 
      
	 
      	 
      
	 
      	
                  To
      Investor:

                
	 	 
	 
      	
                  Socius
      Life Sciences Capital Group, LLC

                
	 
      	
                  11150
      Santa Monica Boulevard, Suite 1500

                
	 
      	
                  Los
      Angeles, California 90025

                
	 
      	
                  Fax
      No.:  (310) 444-5300

                
	 
      	
                  Email:
      info@sociuscg.com

                
	 
      	 
      
	 
      	
                  with
      a copy to:

                
	 
      	 
      
	 
      	
                  Luce
      Forward Hamilton & Scripps LLP

                
	 
      	
                  601
      South Figueroa Street, Suite 3900

                
	 
      	
                  Los
      Angeles, California 90017

                
	 
      	
                  Attention:  John
      C. Kirkland, Esq.

                
	 
      	
                  Fax
      No.:  (213) 452-8035

                
	 
      	
                  Email:  jkirkland@luce.com

                


        

      

       

      
        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

      

       

      Exhibit
A

       

      Form
of Warrant


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      Exhibit
B

       

      Certificate
of Designations


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

       

      Exhibit
C

       

      Transfer
Agent Instructions


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      [Date]

       

      Securities
Transfer Corporation

      2591
Dallas Parkway

      Frisco,
Texas 75034

      


      Re:  MedClean
Technologies, Inc.

       

      Ladies
and Gentlemen:

       

      In
accordance with the Preferred Stock Purchase Agreement (“Purchase Agreement”),
dated December 4, 2009, by and between MedClean Technologies, Inc., a Delaware
corporation (“Company”), and Socius
Life Sciences Capital Group, LLC, a Delaware limited liability company (“Buyer”), pursuant to
which Company may issue and deliver shares of Common Stock, par value $0.0001
per share, in payment of the Commitment Fee payable thereunder (the “Commitment Fee
Shares”), and a warrant (the “Warrant”) to purchase
additional shares of Common Stock (the “Warrant Shares”) (the
Commitment Fee Shares and Warrant Shares, collectively, the “Common Shares”), this
shall serve as our irrevocable authorization and direction to you (provided that
you are the transfer agent of the Company at such time) to issue the Commitment
Fee Shares and, in the event the holder of the Warrant elects or has elected to
exercise all or any portion of the Warrant, from time to time, upon surrender to
you of a notice of exercise of the Warrant, the Warrant Shares. Capitalized
terms used herein without definition shall have the respective meanings ascribed
to them in the Purchase Agreement.

       

      Specifically,
this shall constitute an irrevocable instruction to you to process any notice of
exercise of the Warrant in accordance with the terms of these instructions as
soon as practicable. Upon your receipt of a copy of the executed notice of
exercise of the Warrant, you shall use your best efforts to, within one (1)
Trading Day following the date of receipt of the notice of exercise, (A) issue
and surrender to a common carrier for overnight delivery to the address as
specified in the notice of exercise a certificate, registered in the name of the
Buyer or its designee, for the number of shares of Common Stock to which the
Buyer is entitled upon exercise of the Warrant as set forth in the notice of
exercise, or (B) provided you are participating in The Depository Trust Company
(DTC) Fast Automated Securities Transfer (FAST) Program, upon the request of the
Buyer, credit such aggregate number of shares of Common Stock to which the Buyer
is entitled to the Buyer’s or its designee’s balance account with DTC through
its Deposit Withdrawal At Custodian (DWAC) system provided the Buyer causes its
bank or broker to initiate the DWAC transaction.

       

      The
Company hereby confirms that the Common Shares should not be subject to any
stop-transfer restrictions and shall otherwise be freely transferable on the
books and records of the Company.  If the Common Shares are
certificated, the certificates shall not bear any legend restricting transfer of
the shares represented thereby.

       

      The
Company hereby confirms and you acknowledge that, in the event counsel to the
Company does not issue any opinion of counsel required to issue any Common
Shares free of legend, the Company authorizes you to accept an opinion of
counsel from Luce Forward Hamilton & Scripps LLP.

       

      
        
           


        

        
          1

          
            

          

        

        
           


        

      

       

      The
Company hereby confirms that no instructions other than as contemplated herein
will be given to you by the Company with respect to the Common Shares. The
Company hereby agrees that it shall not replace you as the Company’s transfer
agent, until such time as the Company provides written notice to you and Buyer
that a suitable replacement has agreed to serve as transfer agent and to be
bound by the terms and conditions of this letter agreement regarding Irrevocable
Transfer Agent Instructions (this “Agreement”).

       

      The
Company and you hereby acknowledge and confirm that complying with the terms of
this Agreement does not and shall not prohibit you from satisfying any and all
fiduciary responsibilities and duties you may owe to the Company.

       

      The
Company and you acknowledge that the Buyer is relying on the representations and
covenants made by the Company and you hereunder and that such representations
and covenants are a material inducement to the Buyer to enter into the Purchase
Agreement. The Company and you further acknowledge that without such
representations and covenants made hereunder, the Buyer would not enter into the
Purchase Agreement and purchase Securities pursuant thereto.

       

      Each
party hereto specifically acknowledges and agrees that a breach or threatened
breach of any provision hereof will cause irreparable damage and that damages at
law would be an inadequate remedy if this Agreement were not specifically
enforced.  Therefore, in the event of a breach or threatened breach by
a party hereto, including, without limitation, the attempted termination of the
agency relationship created by this instrument, in addition to all other rights
or remedies, an injunction restraining such breach and granting specific
performance of the provisions of this Agreement should issue without any
requirement to show any actual damage or to post any bond or other
security.

       

      You may
at any time resign as transfer agent hereunder by giving fifteen (15) days prior
written notice of resignation to the Company and the Buyer. Prior to the
effective date of the resignation as specified in such notice, the Company will
issue to you instructions authorizing delivery of Common Shares to a substitute
transfer agent selected by, and in the sole discretion of, the Company. If no
successor transfer agent is named by the Company, you may apply to a court of
competent jurisdiction in the State of Delaware for appointment of a successor
transfer agent and for an order to deposit Common Shares with the clerk of any
such court.

       

      The
Company must keep its bill current with you – if the Company is not current and
is on suspension, the Buyer will have the right to pay the Company’s outstanding
bill, in order for you to act upon this Agreement. If the outstanding bill is
not paid by the Company or the Buyer, you have no further obligation under this
Agreement.

       

      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the parties have caused this letter agreement regarding
Irrevocable Transfer Agent Instructions to be duly executed and delivered as of
the date first written above.

       

      
        
          
            
              
                
                  
                    
                      	 
      	
                              MEDCLEAN
      TECHNOLOGIES, INC.

                            
	 
      	 
      	 
	 
      	
                              By:

                            	
                                

                            	 
	 
      	
                              Name:

                            	
                                

                            	 
	 
      	
                              Title:

                            	
                                

                            	 


                    

                  

                

              

            

          

        

      

       

      THE
FOREGOING INSTRUCTIONS ARE ACKNOWLEDGED AND AGREED TO:

       

      
        
          	
                  SECURITIES
      TRANSFER CORPORATION

                	 
      
	 
      	 
      
	
                  By:

                	
                    

                	 
      	 
      
	
                  Name:

                	
                    

                	 
      	 
      
	
                  Title:

                	
                    

                	 
      	 
      


        

      

       

      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      Exhibit
D

       

      Opinion


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                [LETTERHEAD
      OF ________________]

              


      

       

      December
4, 2009

       

      Socius
Life Sciences Capital Group, LLC

      11150
Santa Monica Boulevard, Suite 1500

      Los
Angeles, CA 90025

       

      Re::
MedClean Technologies,
Inc.

      


      Ladies
and Gentlemen:

       

      We are
counsel to MedClean Technologies, Inc., a Delaware corporation (“Company”), in
connection with the sale and issuance of (a) up to 750 shares of its Series C
Preferred Stock, par value $0.0001 per share (“Preferred Shares”), along with
(b) shares (“Commitment Fee
Shares”) of the Company’s common stock, par value $0.0001 per share
(“Common
Stock”), (c)
warrants (the “Warrant”) to purchase
shares of Common Stock, and (d) shares of Common Stock issuable upon exercise of
the Warrant (the “Warrant Shares,” and
together with the Preferred Shares and the Warrant, the “Securities”), to
Socius Life Sciences Capital Group, LLC, a Delaware limited liability company
(“Investor”), pursuant to the terms of the Preferred Stock Purchase Agreement
dated as of December 4, 2009 (“Agreement”), by and between Company and
Investor.  Capitalized terms not otherwise defined herein have the
meanings set forth in the Agreement.

       

      In
reaching the opinion stated in this letter, we have reviewed originals or copies
of the Agreement, the Company’s Certificate of Incorporation and Bylaws, the
resolutions of the Board of Directors authorizing the Purchase Agreement and the
issuance of the Securities, the Certificate of Designations for the Preferred
Shares, and such other documents as we have considered relevant.

       

      Based
upon the foregoing, we are of the opinion that, as of the date
hereof:

       

      1.     Company
is a corporation duly incorporated, validly existing and in good standing under
the laws of the State of Delaware.

      


      2.     The
Securities are duly authorized, the Preferred Shares, Commitment Fee Shares and
Warrant are, and when issued in accordance with the terms and conditions of the
Agreement the Warrant Shares will be, validly issued, fully paid and
non-assessable.  The issuance of the Securities will not be subject to
any statutory or contractual preemptive rights of any stockholder of the
Company.

      


      3.     Company
has the corporate power and authority to (a) execute, deliver and perform all of
its obligations under the Agreement and the Transaction Documents, and (b)
issue, sell and deliver each of the Securities.


      
        
           


        

        
          1

          
            

          

        

        
           


        

      

      


      4.     The
execution, delivery and performance of the Agreement and the Transaction
Documents have been duly authorized by all necessary corporate action on the
part of Company, and have been duly executed and delivered by
Company.

      


      5.     The
execution and delivery of the Transaction Documents by Company does not, and
Company’s performance of its obligations thereunder will not (a) violate the
certificate or articles of incorporation, articles of association, bylaws, or
other organizational or governing documents of Company, as in effect on the date
hereof, (b) violate in any material respect any federal or state law, rule or
regulation, or judgment, order or decree of any state or federal court or
governmental or administrative authority, in each case that, to our knowledge,
is applicable to Company or its properties or assets and which could have a
material adverse effect on Company’s business, properties, assets, financial
condition or results of operations or prevent the performance by Company of any
material obligation under the Agreement, or (c) require the authorization,
consent, approval of or other action of, notice to or filing or qualification
with, any state or federal governmental authority, except as have been, or will
be, made or obtained.

      


      
        
          
            
              
                
                  	 
      	
                          Very
      truly yours,

                        
	 	 
	 
      	 
      	
                          [___________________________]

                        
	 
      	 
      	 
      
	 
      	 
      	
                          By:

                        	 	 


                

              

            

          

        

      

       

      
        
           


        

        
          2

          
            

          

        

        
           


        

      

       

      Exhibit
E

       

      Use
of Proceeds Certificate


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      MEDCLEAN
TECHNOLOGIES, INC.

       

      USE OF
PROCEEDS CERTIFICATE


       

      The
undersigned,
[                         
] and
[                          
], hereby certify that:

       

      1.     They
are the
[                            
] and
[                        
], respectively, of MedClean Technologies, Inc., a Delaware corporation (the
“Company”).

       

      2.     This
Use of Proceeds Certificate (this “Certificate”) is being delivered to
Socius
Capital Group, LLC doing business as Socius Life Sciences Capital Group, LLC
(“Investor”),
by the Company, to fulfill the requirement under Section 2.3(d)(iii) of the
Preferred Stock Purchase Agreement, dated as of December 4, 2009, between
Investor and the Company (the “Purchase
Agreement”).  Terms used and not defined in this Certificate
have the meanings set forth in the Purchase Agreement.

       

      3.     On
or prior to the date hereof, the Company has delivered to Investor a Tranche
Notice for the purchase by Investor of Tranche Shares upon payment by the
Company to Investor of the Tranche Purchase Price.

       

      The
undersigned do hereby certify that the Tranche Purchase Price will be used for
the following purpose or purposes:

      


      [                                                                                   ].

      


      IN
WITNESS WHEREOF, the undersigned have executed this Certificate this[__] day of
_________, 2009.

      


      
        
          
            
              	
                      By:

                    	
                       

                    	 
      
	
                      Name:

                    	 
      	 
      
	
                      Title:

                    	 
      	 
      
	
                       
      

                    	 
      	 
      
	
                      By:

                    	
                       

                    	 
      
	
                      Name:

                    	 
      	 
      
	
                      Title:

                    	 
      	 
      


            

          

        

      


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      Exhibit
F

       

      Tranche
Notice


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      Dated:
[________], 20[__]

      


      Socius
Life Sciences Capital Group, LLC

      11150
Santa Monica Boulevard, Suite 1500

      Los
Angeles, CA 90025

       

           Re:     Tranche
Notice

       

      Ladies
& Gentlemen:

       

      Pursuant
to the December 4, 2009 Preferred Stock Purchase Agreement (“Agreement”) between
MedClean Technologies, Inc., a Delaware corporation (“Company”), and Socius
Life Sciences Capital Group, LLC (“Investor”), Company
hereby elects to exercise a Tranche.  Capitalized terms not otherwise
defined herein shall have the meanings defined in the Agreement.

       

      At the
Tranche Closing, Company will sell to Investor [___________] Preferred Shares at
$10,000.00 per
share for a Tranche Amount of $[___________].

       

      On behalf
of Company, the undersigned hereby certifies to Investor as
follows:

       

           The
undersigned is a duly authorized officer of Company;

       

           The
above Tranche Amount does not exceed the Maximum Tranche Amount;
and

       

           All
of the conditions precedent to the right of the Company to deliver a Tranche
Notice set forth in Section 2.3(d) of the
Agreement have been satisfied.

       

      IN
WITNESS WHEREOF, the Company has executed and delivered this Tranche Notice as
of the date first written above.

       

      
        	 
      	
                MEDCLEAN
      TECHNOLOGIES, INC.

              
	 
      	 
      
	 
      	
                By:

              	
                   

              
	 
      	
                Name:

              	
                   

              
	 
      	
                Title:

              	
                   

              


      


      
        
           


        

        
          6