Exhibit
10.36




PLACEMENT AGENCY
AGREEMENT




December
28, 2009





National
Securities Corporation


330
Madison Avenue, 18th
Floor


New York,
New York 10017





Ladies
and Gentlemen:




Manhattan
Pharmaceuticals, Inc., a Delaware corporation (the “Company”), hereby confirms its
agreement (the “Agreement”) with National
Securities Corporation, a Washington corporation (the “Placement Agent”) as
follows:




1.  Offering. (a) The
Company will offer (the “Offering”) for sale to certain
“accredited investors” (each, an “Investor” and, collectively,
the “Investors”) through
the Placement Agent, as exclusive agent for the Company, a minimum (the “Minimum Amount”) of
100  units ($2,500,000) (the “Units”) and a maximum (the “Maximum Amount”) of 160 Units
($4,000,000).  Each Unit shall be sold at a price of $25,000 per Unit
(the “Offering Price”)
and shall consist of (i) 357,143 shares of Company common stock, $.001 par value
per share (the “Common Stock”or the "Shares")
and (ii) warrants (“Warrants”) to purchase
535,714 shares of Common Stock of the Company (each a "Warrant Share" and
collectively the "Warrant
Shares").  The Shares, Warrants and Warrant Shares (sometimes
collectively referred to herein as the "Securities") shall have the
rights and privileges described in the Memorandum (as defined
herein).  The Company and the Placement Agent (by mutual agreement)
reserve the right to increase the Maximum Amount by an additional forty (40)
Units ($1,000,000) (“Overallotment”).




(b)  Placement of the Units
by the Placement Agent will be made on a “reasonable efforts, all-or-none” basis
with respect to the Minimum Amount and on a “reasonable efforts” basis
thereafter as to any amounts in excess of the Minimum Amount.  The
minimum subscription for Units shall be 1 Unit ($25,000) provided,
however,
that the Company and the Placement Agent may, in their discretion, accept
subscriptions for a lesser number of Units.  The Units will be offered
commencing on the date of the Memorandum (as defined below) until February 28,
2010 unless extended by the Company and the Placement Agent to March 28,
2010, or terminated
earlier as provided herein (the “Offering
Period”).  The date on which the Offering Period shall
terminate shall be referred to as the “Termination
Date.”




(c)  The Placement Agent
shall not tender to the Company and the Company shall not accept subscriptions
for, or sell Units to, any persons or entities who do not qualify as “accredited
investors,” as such term is defined in Rule 501 of Regulation D promulgated
under Section 4(2) of the Securities Act of 1933, as amended (the “Act”).




(d)  The offering of the
Units will be made by the Company solely pursuant to the Memorandum, which at
all times will be in form and substance acceptable to the Placement Agent and
its counsel and contain such legends and other information as the Placement
Agent and its counsel may, from time to time, deem necessary and desirable to be
set forth therein. “Memorandum” as used in this
Agreement means the Company’s Confidential Private Placement Memorandum dated
December 28, 2009, inclusive of all exhibits, and all amendments, supplements
and appendices thereto.  Unless otherwise defined, each term used in
this Agreement will have the same meaning as set forth in the
Memorandum.







2.           Representations, Warranties
and Covenants of the Placement Agent.  The Placement Agent
hereby represents, warrants and covenants to the Company that:




(a)  The
Placement Agent is and will remain during the term of this Agreement, a duly
registered broker-dealer pursuant to the Securities Exchange Act of 1934, as
amended and the rules and regulations promulgated thereunder (the “1934 Act”) and a member in
good standing of the Financial Industry Regulatory Authority (“FINRA”).




(b)  The Placement Agent
shall not engage in any form of general solicitation or general advertising that
is prohibited by Regulation D as promulgated under Section 4(2) of the Act
(“Regulation D”) in
connection with the Offering, or take any action that might reasonably be
expected to jeopardize the availability for the Offering of the exemption from
registration provided by Rule 506 under Regulation D and /or Section
4(6).  Neither the Placement Agent, its affiliates, nor any person
acting on its or their behalf has made or will make any offers or sales of any
security or solicitations of any offers to buy any security through means other
than the Memorandum.




(c)  The Placement Agent will
offer Units for sale in such circumstances as is in compliance with securities
or "blue sky" laws of the states in which the potential investors are
located.




3.  Representations, Warranties
and Covenants of the Company.  Except as set forth in the
Company’s disclosure schedule which is annexed hereto (the “Disclosure Schedule”), the
Company hereby represents and warrants to the Placement Agent as
follows:




(a)         Organization; Execution, Delivery
and Performance.




(i)           The
Company and each subsidiary of which the Company owns, directly or indirectly, a
controlling interest, if any, (a “Subsidiary”) is a corporation
duly organized, validly existing and in good standing under the laws of the
jurisdiction in which it is incorporated or organized, with full power and
authority (corporate and other) to own, lease, use and operate its properties
and to carry on its business as and where now owned, leased, used, operated and
conducted.  The Company is duly qualified as a foreign corporation to
do business and is in good standing in every jurisdiction in which its ownership
or use of property or the nature of the business conducted by it makes such
qualification necessary except where the failure to be so qualified or in good
standing would not have a Material Adverse Effect. For purposes of this
Agreement “Material Adverse
Effect” shall mean a material adverse effect on (1) the assets,
liabilities, results of operations, condition (financial or otherwise),
business, or prospects of the Company taken as a whole; or (2) the ability of
the Company to perform its obligations under the Transaction Documents (as
defined herein), but, to the extent applicable, shall exclude any circumstance,
change or effect to the extent resulting or arising from: (1) any change in
general economic conditions in the industries or markets in which the Company
and its Subsidiaries operates so long as the Company and its Subsidiaries are
not disproportionately (in a material manner) affected by such changes; (2)
national or international political conditions, including any engagement in
hostilities, whether or not pursuant to the declaration of a national emergency
or war, or the occurrence of any military or terrorist attack so long as the
Company and its Subsidiaries are not disproportionately (in a material manner)
affected by such changes; (3) changes in United States generally accepted
accounting principles, or the interpretation thereof; or (4) the entry into or
announcement of this Agreement, actions contemplated by this Agreement, or the
consummation of the transactions contemplated hereby.


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(ii)         The
Company has no Subsidiaries other than those listed in Schedule 3(a) of the
Disclosure Schedule.  Except as disclosed in Schedule 3(a) of the
Disclosure Schedule or in the SEC Documents, the Company owns, directly or
indirectly, all of the capital stock or comparable equity interests of each
Subsidiary free and clear of any and all liens, security interests, charges,
pledges or similar encumbrances (“Liens”) and all of the issued
and outstanding shares of capital stock or comparable equity interest of each
Subsidiary are validly issued and are fully paid, non-assessable and free of
preemptive rights of first refusal and other similar rights.  The
Company has the unrestricted right to vote, and (subject to limitations imposed
by applicable law) to receive dividends and distributions on, all capital stock
or other equity securities of its Subsidiaries that are owned by the
Company.As used
herein, “SEC Documents”
means all of the Company’s reports, schedules, financial statements and other
documents required to be filed by it with the SEC pursuant to the reporting
requirements of the Exchange Act including without limitation, the Company’s
annual report on Form 10-K for the year ended December 31, 2008, the Company’s
quarterly reports on Form 10-Q for the quarters ended March 31, 2009, June 30,
2009 and September 30, 2009, the Company’s definitive proxy statement on
Schedule 14A  filed with the SEC on October 29, 2009 and the Company’s
current reports on Form 8-K, and all exhibits included therein and financial
statements and schedules thereto and documents incorporated by reference
therein.




(iii)
              (1)The
      Company has all requisite corporate power and authority to enter into and
      perform this Agreement, the Subscription Agreements, the Registration
      Rights Agreement, the Warrants and the Agent’s Warrants (the “Transaction Documents”)
      and to consummate the transactions contemplated hereby and thereby and to
      issue the securities comprising the Units in accordance with the terms
      hereof and thereof;




(2)
            the
      execution and delivery of the Transaction Documents by the Company and the
      consummation by the Company of the transactions contemplated hereby and
      thereby have been duly authorized by the Company’s Board of Directors and
      no further consent or authorization of the Company, its Board of
      Directors, or its stockholders, is required except as expressly
      contemplated by this Agreement;




(3)
            each
      of the Transaction Documents has been, or will be, duly executed and
      delivered by the Company by its authorized representative, and such
      authorized representative is a true and official representative with
      authority to sign each such document and the other documents or
      certificates executed in connection herewith and bind the Company
      accordingly; and




(4)
            each
      of the Transaction Documents constitutes, and upon execution and delivery
      thereof by the Company will constitute, a legal, valid and binding
      obligation of the Company enforceable against the Company in accordance
      with its terms, except as such enforceability may be limited by general
      principals of equity, or to applicable bankruptcy, insolvency,
      reorganization, moratorium, liquidation and other similar laws relating
      to, or affecting generally, the enforcement of applicable creditors’
      rights and remedies.




(b)        
Shares, Warrants Shares and
Agent Warrant Shares Duly Authorized.The shares of the
Company’s Common Stock issuable upon (i) the sale of the Units, (ii) exercise of
the Warrants (the “Warrant
Shares”) or (ii) exercise of the Agent’s Warrants (as defined herein)
(the “Agent Warrant
Shares”) will be duly authorized and reserved for future issuance and,
upon sale of the Units, exercise of the Warrants  or exercise of the
Agent Warrants, in each case in accordance with their terms, will be duly and
validly issued, fully paid and non-assessable, and free from all taxes or Liens
with respect to the issue thereof and shall not be subject to preemptive rights,
rights of first refusal and/or other similar rights of stockholders of the
Company and/or any other individual or entity.


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(c)         Conflicts.




(i)           The
execution, delivery and performance of the Transaction Documents by the Company
and the consummation by the Company of the transactions contemplated hereby and
thereby (including, without limitation, the issuance and reservation for
issuance of the Common Stock, Warrant Shares and the Agent Warrants Shares) will
not:




(1)
            conflict
      with or result in a violation of any provision of the Certificate of
      Incorporation or By-laws or similar documents of the
    Company;




(2)
            violate
      or conflict with, or result in a breach of any provision of, or
      constitutes a default and/or an event of default (or an event which with
      notice or lapse of time or both could become a default and/or an event of
      default) under, or give to others any rights of termination, amendment,
      acceleration or cancellation of, any agreement, indenture, patent, patent
      license or instrument to which the Company is a party, except for possible
      violations, conflicts or defaults as would not, individually or in the
      aggregate, have a Material Adverse Effect on the Company;
    or




(3)
            result
      in a violation of any law, rule, regulation, order, judgment or decree
      (including federal and state securities laws and regulations and
      regulations of any self-regulatory organizations to which the Company or
      its securities are subject) applicable to the Company or by which any
      property or asset of the Company is bound or
  affected.




(ii)           The
Company is not in violation of its Certificate of Incorporation, By-laws or
other organizational documents. The Company is not in default (and no event has
occurred which with notice or lapse of time or both could put the Company in
default), under, and the Company has not taken any action or failed to take any
action that would give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument to which
the Company is a party or by which any property or assets of the Company is
bound or affected, except for possible defaults, terminations, amendments,
accelerations or cancellations which would not, individually or in the
aggregate, have a Material Adverse Effect. The businesses of the Company are not
being conducted in violation of any law, rule ordinance or regulation of any
governmental entity, except for possible violations which would not,
individually or in the aggregate, have a Material Adverse
Effect.  Based in part on the truth and accuracy of the Investor’s
representations set forth herein, except as required under the Act, the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any applicable state
securities laws, the Company is not required to obtain any consent,
authorization or order of, or make any filing or registration with, any court,
governmental agency, regulatory agency, self regulatory organization or stock
market or any third party in order for it to execute, deliver or perform any of
its obligations under the Transaction Documents in accordance with the terms
hereof or thereof or to issue and sell the Units in accordance with the terms
hereof and to issue the Warrant Shares upon exercise of the Warrants or the
Agent Warrant Shares upon exercise of the Agent Warrants.  All
consents, authorizations, orders, filings and registrations which the Company is
required to obtain pursuant to the preceding sentence have been obtained or
effected on or prior to the date hereof or will be obtained or effected in a
timely manner following the Closing Date.


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(d)         Capitalization.




(i)           As
of November 30, 2009, the authorized capital stock of the Company consists
solely of 10,000,000 share of preferred stock, of which no shares of preferred
stock are issued and outstanding and 500,000,000 shares of Common Stock, of
which 70,624,232 sharesof Common Stock are
issued and outstanding, 7,459,936 shares of Common Stock are reserved for
issuance pursuant to options granted under the Company’s stock option plan, and
87,168,951 shares are reserved for issuance pursuant to securities (other than
the Units and the Agent Warrants) exercisable for, or convertible into or
exchangeable for shares of Common Stock.




(ii)           Except
as described above, in the SEC Documents or Schedule 3(d) annexed
hereto, as of November 30, 2009:




(1)
            there
      are no outstanding options, warrants, scrip, rights to subscribe for,
      puts, calls, rights of first refusal, agreements, understandings, claims
      or other commitments or rights of any character whatsoever relating to, or
      securities or rights convertible into or exchangeable for any shares of
      capital stock of the Company, or arrangements by which the Company is or
      may become bound to issue additional shares of capital stock of the
      Company;




(2)
            other
      than as set forth on Schedule 3(d)
      of the Disclosure Schedule, there are no agreements or arrangements under
      which the Company is obligated to register the sale of any of its
      securities under the Act (except for the registration rights provisions
      contained herein); and




(3)
            there
      are no anti-dilution or price adjustment provisions contained in any
      security issued by the Company (or in any agreement providing rights to
      security holders) that will be triggered by the issuance of any of the
      Units, Common Stock, Warrants, the Warrant Shares, Agent’s Warrants and/or
      the Agent Warrant Shares.  All of such outstanding shares of
      capital stock are, or upon issuance will be, duly authorized, validly
      issued, fully paid and nonassessable.  No shares of capital
      stock and/or other securities of the Company are subject to preemptive
      rights, rights of first refusal and/or any other similar rights of the
      stockholders of the Company and/or any other Person or any Lien imposed
      through the actions or failure to act of the
  Company.




(e)         SEC Information.




(i)           Except
as set forth in the SEC Documents, since January 1, 2009, the Company has timely
filed (subject to 12b-25 filings with respect to certain periodic filings) all
reports, schedules, forms, statements and other documents required to be filed
by it with the SEC pursuant to the reporting requirements of the Exchange
Act.  The SEC Documents have been made available to the Investor via
the SEC’s EDGAR system.  As of their respective dates, the SEC
Documents complied in all material respects with the requirements of the
Exchange Act and the rules and regulations of the SEC promulgated thereunder
applicable to the SEC Documents, and none of the SEC Documents, at the time they
were filed with the SEC, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading. As of the date hereof, the SEC Documents when
taken in their entirety, shall not contain any untrue statements of a material
fact or omit to state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the date upon which they
were made and the circumstances under which they were made, not
misleading.  As of their respective dates, the financial statements of
the Company included in the SEC Documents (“Company Financial Statements”)
complied as to form in all material respects with applicable accounting
requirements and the published rules and regulations of the SEC with respect
thereto as in effect at the time of the filing.  The Company Financial
Statements have been prepared in accordance with United States generally
accepted accounting principles (“GAAP”), consistently applied,
during the periods involved except:


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(1)
            as
      may be otherwise indicated in such financial statements or the notes
      thereto; or




(2)
            in
      the case of unaudited interim statements, to the extent they may not
      include footnotes or may be condensed or summary statements) and fairly
      present in all material respects the consolidated financial position of
      the Company and its consolidated Subsidiaries, if any, as of the dates
      thereof and the consolidated results of their operations and cash flows
      for the periods then ended (subject, in the case of unaudited statements,
      to normal year-end audit
adjustments).




(ii)         Except
as expressly set forth in the Company Financial Statements or in the SEC
Documents, the Company has no liabilities, contingent or otherwise, other
than:




(1)
            liabilities
      incurred in the ordinary course of business subsequent to December 31,
      2008; and




(2)
            obligations
      under contracts and commitments incurred in the ordinary course of
      business and not required under GAAP to be reflected in such financial
      statements, which, individually or in the aggregate, are not material to
      the financial condition or operating results of the
    Company.




(iii)         The
shares of Common Stock are quoted on the OTCBB under the symbol
“MHAN.”  The Company has not received notice (written or oral) from
the OTCBB to the effect that the Company is not in compliance with the
continuing requirements of the OTCBB.  The Company is, and it has no
reason to believe that it will not in the foreseeable future continue to be, in
compliance with all such maintenance requirements.




(iv)         All
information relating to or concerning the Company and its officers, directors,
employees, customers or clients (including, without limitation, all information
regarding the Company’s internal financial accounting controls and procedures)
set forth in the Transaction Documents and the SEC Documents, when taken
together as a whole, does not contain an untrue statement of material fact or
omit to state any material fact necessary in order to make the statements made
herein or therein, in light of the circumstances under which they were made, not
misleading.




(f)           Intellectual Property. Except
as set forth in Schedule 3(f) or in
the SEC Documents, the Company or its Subsidiaries owns valid title, free and
clear of any Liens, or possesses the requisite valid and current licenses or
rights, free and clear of any Liens, to use all intellectual property in
connection with the conduct its business as now operated.  There is no
pending claim or action by any person pertaining to, or proceeding pending, or
to the Company’s knowledge threatened, which challenges the right of the Company
or of a Subsidiary with respect to any intellectual property necessary to enable
it to conduct its business as now operated.  To the best of the
Company’s knowledge, the Company’s current products, services and processes do
not infringe on any intellectual property or other rights held by any person,
and the Company is unaware of any facts or circumstances which might give rise
to any of the foregoing.  The Company has not received any written
notice of infringement of, or conflict with, the asserted rights of others with
respect to its intellectual property. The Company has taken reasonable security
measures to protect the secrecy, confidentiality and value of its intellectual
property.


6




(g)           Permits;Compliance. The
Company is in possession of all franchises, grants, authorizations, licenses,
permits, easements, variances, exemptions, consents, certificates, approvals and
orders necessary to own, lease and operate its properties and to carry on its
business as it is now being conducted (collectively, the “Company Permits”), except where such
failure to posses would not have a Material Adverse Effect, and there is no
action pending or, to the knowledge of the Company, threatened regarding
suspension or cancellation of any of the Company Permits. The Company is not in
conflict with, or in default or violation of, any of the Company Permits, except
for any such conflicts, defaults or violations which, individually or in the
aggregate, would not reasonably be expected to have a Material Adverse
Effect.  Since December 31, 2008, the Company has received no
notification with respect to possible conflicts, defaults or violations of
applicable laws, except for notices relating to possible conflicts, defaults or
violations, which conflicts, defaults or violations would not have a Material
Adverse Effect.




(h)           Absence of Litigation. Except
as set forth in Schedule 3(h) of the
Disclosure Schedule or in the SEC Documents, there is no action, suit, claim,
proceeding, inquiry or investigation before or by any court, public board,
government agency, self-regulatory organization or body pending or, to the
knowledge of the Company, threatened against or affecting the Company, or its
businesses, properties or assets or their officers or directors in their
capacity as such, that would have a Material Adverse Effect.




(i)           No Materially Adverse Contracts,
etc.  Except as set forth in Schedule 3(i) of the
Disclosure Schedule, the Company is not subject to any charter, corporate or
other legal restriction, or any judgment, decree, order, rule or regulation
which in the judgment of the Company’s officers has or is expected in the future
to have a Material Adverse Effect.  The Company is not a party to any
contract or agreement which has or is reasonably expected to have a Material
Adverse Effect.




(j)           No Material
Changes.  Except as set forth in the SEC Documents, since
December 31, 2008, there has not been (i) any material adverse change in the
financial condition, operations or business of the Company from that shown on
the Company Financial Statements, or any material transaction or commitment
effected or entered into by the Company outside of the ordinary course of
business; (ii) to the Company’s knowledge, any effect, change or circumstance
which has had, or could reasonably be expected to have, a Material Adverse
Effect; or (iii) any incurrence of any material liability outside of the
ordinary course of business.




(k)         Labor Matters.




(i)           The Company is not a party to or bound by any collective
bargaining agreements or other agreements with labor
organizations.  The Company has not violated in any material respect
any laws, regulations, orders or contract terms, affecting the collective
bargaining rights of employees, labor organizations or any laws, regulations or
orders affecting employment discrimination, equal opportunity employment, or
employees’ health, safety, welfare, wages and hours.




(ii)           The Company is, and at all times has been, in compliance
in all material respects with all applicable laws respecting employment
(including laws relating to classification of employees and independent
contractors) and employment practices, terms and conditions of employment, wages
and hours, and immigration and naturalization.


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




(m)           Tax Matters.  None
of the Company and its Subsidiaries has made or filed any federal, state and
foreign income or any other tax returns, reports and declarations required by
any jurisdiction to which it is subject and none of them has ever paid any taxes
or other governmental assessments or charges that are material in amount, nor is
it aware of any that have been assessed or are due.  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.  Neither the Company nor any of its Subsidiaries have executed
a waiver with respect to the statute of limitations relating to the assessment
or collection of any foreign, federal, state or local tax.




(n)           Certain Transactions. Except
as set forth on Schedule 3(n) of the
Disclosure Schedule or in the SEC Documents, there are no loans, leases, royalty
agreements or other transactions between (i) the Company or any of its customers
or suppliers; and (ii) any officer, employee, consultant or director of the
Company or any person owning five (5%) percent or more of the capital stock of
the Company or five (5%) percent or more of the ownership interests of the
Company or any member of the immediate family of such officer, employee,
consultant, director, stockholder or owner or any corporation or other entity
controlled by such officer, employee, consultant, director, stockholder or
owner, or a member of the immediate family of such officer, employee,
consultant, director, stockholder or owner.




(o)           Form D; Blue Sky Laws. The
Company shall file a Form D with respect to the Securities as required under
Regulation D promulgated under the Act and to provide a copy thereof to the
Placement Agent, promptly after such filing.  The Company shall assist
the legal counsel of the Placement Agent of the Units on or before the date of
the closing of the sale of the Securities (the “Closing Date”), in qualifying
the Units for sale to the Investors in the applicable closing pursuant to this
Agreement under applicable securities or “blue sky” laws of the states of the
United States (or to obtain an exemption from such qualification), and shall pay
all fees and expenses of such counsel in connection therewith, including, but
not limited to, all state filing fees and such counsel’s legal fees and expenses
as further provided in Section 6(h) hereto.





(p)  Memorandum.  The
Memorandum has been diligently prepared by the Company, and, to the best of
Company’s knowledge, is in compliance with Regulation D, the Act and the
requirements of all other rules and regulations (the “Regulations”) of the
Securities and Exchange Commission (the “SEC”) relating to offerings of
the type contemplated by the Offering, and the applicable securities laws and
the rules and regulations of those jurisdictions wherein the Units are to be
offered and sold.  With respect to actions taken by the Company, the
Units will be offered and sold pursuant to the registration exemption provided
by Regulation D and Section 4(2) and/or Section 4(6) of the Act as a transaction
not involving a public offering and the requirements of any other applicable
state securities laws and the respective rules and regulations thereunder in
those jurisdictions in which the Placement Agent notifies the Company that the
Units are being offered for sale.  The Memorandum describes all
material aspects, including attendant risks, of an investment in the
Company.  The Company has not taken nor will it take any action which
conflicts with the conditions and requirements of, or which would make
unavailable with respect to the Offering, the exemption(s) from registration
available pursuant to Regulation D or Section 4(2) and/or Section 4(6) of the
Act, and knows of no reason why any such exemption would be otherwise
unavailable to it. Neither the Company, nor, to the Company’s knowledge, any
person acting on its or their behalf, has engaged in any form of general
solicitation or general advertising (within the meaning of Regulation D) in
connection with the offer or sale of the Units.  The Company has not
been subject to any order, judgment or decree of any court of competent
jurisdiction temporarily, preliminarily or permanently enjoining it for failing
to comply with Section 503 of Regulation D.




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(q)  10b-5
Representation.  The Memorandum does not include any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.  None of the
statements, documents, certificates or other items prepared or supplied by the
Company with respect to the transactions contemplated hereby contains an untrue
statement of a material fact or omits to state a material fact necessary to make
the statements contained therein not misleading in light of the circumstances in
which they were made.  There is no fact which the Company has not
disclosed in the Memorandum and which the Company is aware that is reasonably
likely to have a Material Adverse Effect.





(r)  Property
Ownership.  Except as set forth in the Memorandum or in the SEC
Documents, the Company owns
its  property  and  assets  free
and  clear of allmortgages,
liens,  loans,  pledges,  security  interests,   claims,  equitable
interests,  charges, and encumbrances,  except such
encumbrances and liens which arise in the ordinary  course of business
and do not materially  impair its ownership  or use of
such  property or assets.  With respect to the property and
assets it leases, if any, the Company is in compliance in all material respects
with such leases and, to its knowledge, holds a valid leasehold interest free of
any liens, claims, or encumbrances.




(s) Insurance.  Each of
the Company and its Subsidiaries is insured by recognized, financially sound and
reputable institutions with policies in such amounts and with such deductibles
and covering such risks as are prudent and customary in the business in which it
is engaged, including directors and officers liability. Neither the Company nor
any Subsidiary has any reason to believe that it will not be able: (i) to
renew its existing insurance coverage as and when such policies expire; or
(ii) to obtain comparable coverage from similar institutions as may be
necessary or appropriate to conduct its business as now conducted.





(t)  Illegal
Payments.  Neither the Company, nor, to the Company's
knowledge, any director, officer, agent, employee or other Person acting on
behalf of the Company has, in the course of its actions for, or on behalf of,
the Company (i) used any corporate funds for any unlawful contribution, gift,
entertainment or other unlawful expenses relating to political activity; (ii)
made any direct or indirect unlawful payment to any foreign or domestic
government official or employee from corporate funds; (iii) violated or is in
violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as
amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment,
kickback or other unlawful payment to any foreign or domestic government
official or employee.





(u) PATRIOT Act.  To
the best knowledge of the Company, neither the sale of the Units by the Company
nor its use of the proceeds thereof will violate the Trading with the Enemy Act,
as amended, or any of the foreign assets control regulations of the United
States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any
enabling legislation or executive order relating thereto.  Without
limiting the foregoing, the Company is not (a) a person whose property or
interests in property are blocked pursuant to Section 1 of Executive Order 13224
of September 23, 2001 Blocking Property and Prohibiting Transactions with
Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079
(2001)) or (b) a person who engages in any dealings or transactions, or be
otherwise associated, with any such person.  To the best knowledge of
the Company, the Company is in compliance, in all material respects, with the
USA Patriot Act of 2001 (signed into law October 26, 2001).


9





(v)  No Finders.  Except
for the compensation set forth in this Agreement or the Memorandum, the Company
is not obligated to pay, and has not obligated the Placement Agent to pay, a
finder’s or origination fee in connection with the Offering, and hereby agrees
to indemnify the Placement Agent from any such claim made by any other person as
more fully set forth in Section 9 hereof.  The Company has not offered
for sale or solicited offers to purchase the Units except for negotiations with
the Placement Agent.  Except as set forth in the Memorandum, no other
person has any right to participate in any offer, sale or distribution of the
Company’s securities to which the Placement Agent’s rights, described herein,
shall apply.




(w)  No
Integration.  Neither the Company, its affiliates, nor any
person acting on its or their behalf has made any offers or sales of any
security or solicited any offers to buy any security under circumstances that
would cause the offer of the Units  pursuant to this Agreement to be
integrated with prior offerings by the Company for purposes of the Act, or any
applicable stockholder approval provisions, which would impair the exemptions
relied upon in this Offering or the Company’s ability to timely comply with its
obligations hereunder. Nor will the Company or its affiliates take any action or
steps that would knowingly cause the offer or issuance of the Units to be
integrated with other offerings which would impair the exemptions relied upon in
this Offering or the Company’s ability to timely comply with its obligations
hereunder. The Company will not conduct any offering other than the transactions
contemplated hereby that will be integrated with the offer or issuance of the
Units, which would impair the exemptions relied upon in this Offering or the
Company’s ability to timely comply with its obligations hereunder.





4. Placement Agent Appointment
and Compensation. (a)  The Company hereby appoints the
Placement Agent and its selected dealers, if any, as its exclusive agent(s) in
connection with the Offering.  The Company acknowledges that the
Placement Agent may use selected dealers to fulfill its agency hereunder
provided that such dealers are compensated solely by the Placement
Agent.  The Company has not and will not make, or permit to be made,
any offers or sales of the Units other than through the Placement Agent without
its prior written consent.The Placement Agent has
no obligation to purchase any of the Units.  The agency of the
Placement Agent hereunder shall continue until the later of the Termination Date
and the Final Closing.





(b)  The Company will cause
to be delivered to the Placement Agent copies of the Memorandum and has
consented, and hereby consents, to the use of such copies for the purposes
permitted by the Act and applicable securities laws, and hereby authorizes the
Placement Agent and its agents, employees and selected dealers to use the
Memorandum in connection with the sale of the Units until the later of the Final
Closing and the Termination Date, and no other person or entity is or will be
authorized to give any information or make any representations other than those
contained in the Memorandum or to use any offering materials other than those
contained in the Memorandum in connection with the sale of the
Units.




(c)  The Company will
cooperate with the Placement Agent by making available to its representatives
such information as may be requested in making a reasonable investigation of the
Company and its affairs and shall provide access to such employees as shall be
reasonably requested.




(d)  The Company shall pay to
the Placement Agent at each Closing a cash placement fee equal to ten percent
(10%) of the aggregate gross proceeds from the sale of Units sold in the
Offering (the “Agent’s
Fee”).  Payment of the proportional amounts of the Agent’s Fee
will be made out of the proceeds of subscriptions for the Units sold at each
Closing.


10


(e)  As additional
compensation hereunder, at each Closing the Company will issue to the Placement
Agent or its designees, for nominal consideration, warrants to purchase a number
of shares of Common Stock equal to 10% of the number of shares of Common Stock
included in the Units (the “Agent’s Warrants”) with an
initial exercise price of $0.11 per share.  The Agent’s Warrants and
the Agent’s Fee are sometimes collectively referred to herein as the “Agent’s
Compensation.”  The Agent’s Warrants shall provide the holder
thereof with a cashless exercise and “full ratchet” price protection right
consistent with the terms of the Warrants.  The Agent’s Warrants shall
be exercisable until the earlier of the date that is five (5) years after the
date of the initial Closing.




(f)  The Placement Agent
shall also receive a non-accountable expense allowance equal to two percent (2%)
of the gross proceeds raised at each Closing (the “Agent’s Expense Allowance”),
which shall cover all of the costs and expenses of the Placement Agent
(including travel costs, due diligence costs, marketing expenses including
expenses related to Company presentations.  Payment of the Agent’s
Expense Allowance will be made out of the proceeds of subscriptions for Units at
each Closing. The Agent’s Expense Allowance shall not cover (i) up to $40,000 of
Placement Agent legal expenses that the Company shall be required to reimburse
at the First Closing and (ii) Blue Sky Expenses (as defined
below).  Placement Agent will not bear any of the Company’s legal,
accounting, printing or other expenses in connection with any transaction
contemplated hereby.





(g)  The
Company shall also pay to the Placement Agent the Agent’s Fee and Agent’s
Warrants, calculated according to the percentage set forth in Sections 4(d) and
4(e), respectively, of this Agreement, in the event that the Company shall make
any sales of its securities for cash at any time prior to the date that is
twelve (12) months after Termination Date and the Final Closing with respect to
any person or entity to which the Placement Agent transmits the Memorandum
during the Offering Period, the names of which shall be provided in writing to
Company within ten (10) days after the Final Closing (the “Placement Agent Referral
List”), irrespective of whether such investors purchased Shares in the
Offering (collectively, the “Post-Closing Investors”). The
Company acknowledges and agrees that the Placement Agent Referral List is
proprietary to the Placement Agent, shall be maintained in strict confidence by
the Company and those persons/entities on such list hall not be contacted by the
Company without the Placement Agent’s prior written consent.





5. Subscription and Closing
Procedures. (a) Each prospective purchaser will be required to complete
and execute original signature pages in the forms annexed to the Memorandum
(collectively, the “Subscription Documents”), which will be
forwarded or delivered to the Placement Agent at the Placement Agent’s offices
at the address set forth in Section 14 hereof, together with the subscriber’s
check or good funds in the full amount of the Offering Price for the number of
Units desired to be purchased.




(b) All funds for subscriptions
received from the Offering will be promptly forwarded by the Placement Agent or
the Company, if received by it, to, and deposited into, a non-interest bearing
escrow account (the “Escrow
Account”) established for such purpose with Signature Bank (the “Escrow Agent”).  All
such funds for subscriptions will be held in the Escrow Account pursuant to the
terms of an escrow agreement among the Company, the Placement Agent and the
Escrow Agent.  The Company will pay all fees related to the
establishment and maintenance of the Escrow Account.  The Company will
either accept or reject, for any or no reason, the Subscription Documents in a
timely fashion and at each Closing will countersign the Subscription Documents
and provide duplicate copies of such documents to the Placement Agent for
distribution to the subscribers.  The Company will give notice to the
Placement Agent of its acceptance of each subscription.  The Company,
or the Placement Agent on the Company’s behalf, will promptly return to
subscribers incomplete, improperly completed, improperly executed and rejected
subscriptions and give written notice thereof to the Placement Agent upon such
return.


11


(c) If subscriptions for at least the
Minimum Amount have been accepted prior to the Termination Date, the funds
therefore have been collected by the Escrow Agent and all of the conditions set
forth elsewhere in this Agreement are fulfilled, a closing shall be held
promptly with respect to Units sold (the “First
Closing”).  Thereafter, the remaining Units will continue to be
offered and sold until the Termination Date. Additional closings (“Closings”) may from time to
time be conducted at times mutually agreed to between the Placement Agent and
the Company with respect to additional Units sold, with the final closing
(“Final Closing”) to
occur within 10 days after the earlier of the Termination Date and the date on
which the Maximum Amount has been subscribed for. Delivery of payment for the
accepted subscriptions for Units from the funds held in the Escrow Account will
be made at each Closing at the Placement Agent’s offices against delivery of the
Units by the Company at the address set forth in Section 14 hereof (or at
such other place as may be mutually agreed upon between the Company and the
Placement Agent), net of amounts due to the Placement Agent and its Blue Sky
counsel as of such Closing.  Executed instruments/certificates for the
Units and the Agent’s Warrants will be in such authorized denominations and
registered in such names as the Placement Agent may request on or before the
date of each Closing (“Closing
Date”), and will be made available to the Placement Agent for checking
and packaging at the Placement Agent’s office at each Closing.





(d) If Subscription Documents for the
Minimum Amount have not been received and accepted by the Company on or before
the Termination Date (as may be extended as provided herein) for any reason, the
Offering will be terminated, no Units will be sold, and the Escrow Agent will,
at the request of the Placement Agent or the Company, cause all monies received
from subscribers for the Units to be promptly returned to such subscribers
without interest, penalty, expense or deduction.





6. Further Covenants of the
Company. The Company hereby covenants and agrees that:





(a)  If, at any time prior to
the Final Closing (i) any event shall occur which does or may materially affect
the Company or as a result of which it might become necessary to amend or
supplement the Memorandum so that the representations, warranties and covenants
herein remain true, or (ii) in case it shall, in the opinion of counsel to the
Placement Agent and the Company, be necessary to amend or supplement the
Memorandum to comply with Regulation D or any other applicable securities laws
or regulations, the Company shall, in the case of (i) above, promptly notify the
Placement Agent and, in the event of either (i) or (ii) above shall, at its sole
cost, prepare and furnish to the Placement Agent copies of appropriate
amendments and/or supplements to the Memorandum in such quantities as the
Placement Agent may request.  The Company shall not at any time,
whether before or after the Final Closing, prepare or use any amendment or
supplement to the Memorandum of which the Placement Agent shall not previously
have been advised and furnished with a copy, or to which the Placement Agent or
its counsel will have reasonably objected in writing or orally (confirmed in
writing within 24 hours), or which is not in compliance with the Act, the
regulations thereunder and other applicable securities laws. As soon as the
Company is advised thereof, the Company shall advise the Placement Agent and its
counsel, and confirm the advice in writing, of any order preventing or
suspending the use of the Memorandum, or the suspension of the qualification or
registration of the Units or the Securities for offering or the suspension of
any exemption for such qualification or registration of the Units or the
Securities for offering in any jurisdiction, or of the institution or threatened
institution of any proceedings for any of such purposes, and the Company shall
use its best efforts to prevent the issuance of any such order and, if issued,
to obtain as soon as reasonably possible the lifting thereof.


12


(b)  The
Company will use its commercially reasonable efforts to assist counsel to the
Placement Agent in qualifying the Units for sale under the securities laws of
such U.S. jurisdictions as may be mutually agreed to by the Company and the
Placement Agent; provided, that the
Company will not be required or obligated to qualify to do business in any
jurisdiction where it is not now so qualified or to take any action which would
subject it to service of process in suits, other than those arising out of the
offering or sale of the Units.  Furthermore, the Company shall file a
copy of a Notice of Sale on Form D with the SEC within the prescribed time
period and shall file all amendments with the SEC as may be
required.  Copies of the Form D and all amendments thereto shall be
provided to the Placement Agent.  The Company or its counsel will
provide counsel for the Placement Agent with copies of all correspondence or
other documentation filed with or received from any jurisdiction where the Units
are to be registered or qualified or offered.The Company will
promptly provide to the Placement Agent for delivery to all offerees and
investors and their representatives any additional information, documents and
instruments which the Placement Agent or the Company reasonably deem necessary
to comply with the rules, regulations and judicial and administrative
interpretations respecting compliance with such exemptions or qualifications and
registrations in those states where the Units are to be offered or
sold.





(c) The Company shall place a legend on
the certificates representing the Units, if any, and the Shares, Warrants,
Warrant Shares, Agent's Warrants and Agent's Warrant Shares, issued to
subscribers stating that the securities evidenced thereby have not been
registered under the Act or applicable state securities laws, setting forth or
referring to the applicable restrictions on transferability and sale of such
securities under the Act and applicable state laws.




(d) The Company shall apply the net
proceeds from the sale of the Units to fund its working capital requirements and
for such other purposes as are specifically described under “Use of Proceeds” in
the Memorandum.




(e) During the Offering Period, the
Company shall make available for review by prospective Investors during normal
business hours at the Company’s offices, upon their request, copies of such
corporate documents, including, but not limited to, organizational materials and
material contracts, as such Investor shall reasonably request, to the extent
that such shall not violate any obligation on the part of the Company to
maintain the confidentiality thereof, and shall afford each prospective Investor
the opportunity to ask questions of and receive answers from an officer of the
Company concerning the terms and conditions of the Offering and the opportunity
to obtain such other additional information necessary to verify the accuracy of
the Memorandum to the extent it possesses such information or can acquire it
without unreasonable expense.




(f) Until the earlier of (i) completion
of the Offering, and (ii) the Termination Date, neither the Company nor any
person or entity acting on its behalf shall negotiate with any other placement
agent or underwriter with respect to a private or public offering of the
Company’s debt or equity securities except for the transactions contemplated by
the Ariston Merger as contemplated in the Memorandum. Except as contemplated in
the Memorandum, neither the Company nor anyone acting on its behalf shall, until
the Termination Date, offer for sale to, or solicit offers to subscribe for
Units or other securities of the Company from, or otherwise approach or
negotiate in respect thereof with, any other person.




(g)  Until the earlier of (i)
the Termination Date and (ii) the Final Closing, the Company will not issue any
press release, grant any media interview (including without limitation, internet
media outlets), or otherwise communicate with the media in any manner whatsoever
without the Placement Agent’s prior written consent, which consent will not
unreasonably be withheld or delayed.




(h)  The
Company shall pay all expenses incurred in connection with the preparation and
printing of all necessary offering documents, amendments, and instruments
related to the Offering and the issuance of the Units, the Common Stock,
Warrants and the Agent’s Warrants, and shall also pay its own expenses for
accounting fees, legal fees, bound volumes of closing documents, and other costs
involved with the Offering. The Company shall provide at its own expense such
quantities of the Memorandum and other documents and instruments relating to the
Offering as the Placement Agent may reasonably request. The Blue Sky filings
shall be prepared by the Placement Agent’s counsel for the Company’s account,
with copies to Company’s counsel concurrently (or as soon as sent or received as
reasonable possible) of the filings, correspondence, orders, findings and all
related matters.  In addition, the Company shall pay all filing fees
and reasonable legal fees and expenses for Blue Sky services and related filings
and out-of-pocket expenses of the Placement Agent’s counsel with respect to Blue
Sky exemptions that are sought with respect to the Offering (the “Blue Sky Expenses”), $6,000 of
which shall be paid to the Placement Agent’s counsel upon the First Closing, and
additional reasonable amounts, if any, of which shall be paid at any subsequent
Closing, as applicable.  The Blue Sky filings shall be prepared by the
Placement Agent’s counsel for the Company’s account.


13




(i)  Effective upon the sale
of the Minimum Amount, the Placement Agent shall have a twelve (12) month right
of first refusal from such date to act as a lead placement agent on any future
private placement of the Company’s securities in which the Company seeks to
utilize a third party placement agent or as a lead managing underwriter on any
public offering of the Company’s securities in which the Company seeks to
utilize a third party underwriter.  It is understood that if a third
party broker-dealer provides the Company with written terms with respect to a
future securities offering that the Company wishes to accept during such twelve
month period (“Written Offering
Terms”), the Company shall promptly present same to the Placement
Agent.  The Placement Agent shall have ten (10) business days from its
receipt of the Written Offering Terms in which to determine whether or not to
accept such offer and, if the Placement Agent refuses, and provided that such
financing is consummated (a) with another placement agent or underwriter upon
substantially the same terms and conditions as the Written Offering Terms and
(b) within three months after the end of the aforesaid ten (10) business day
period, this right of first refusal shall thereafter be forfeited and
terminated; provided, however, if the financing is not consummated under the
conditions of clauses (a) and (b) above, then the right of first refusal shall
once again be reinstated under the same terms and conditions set forth in this
Section 6(i) during the remainder of such twelve (12) month period.





7. Conditions of Placement
Agent’s Obligations. The obligations of the Placement Agent hereunder are
subject to the fulfillment, at or before each Closing, of the following
additional conditions:




(a)  Each of the
representations and warranties of the Company qualified as to materiality shall
be true and correct at all times prior to and on each Closing Date, except to
the extent any such representation or warranty expressly speaks as of an earlier
date, in which case such representation or warranty shall be true and correct as
of such earlier date, and the representations and warranties of the Company not
qualified as to materiality shall be true and correct in all material respects
at all times prior to and on each Closing Date, except to the extent any such
representation or warranty expressly speaks as of an earlier date, in which case
such representation or warranty shall be true and correct in all material
respects as of such earlier date.




(b)  The Company shall have
performed and complied in all material respects with all agreements, covenants
and conditions required to be performed by and complied with it under the
Transaction Documents at or before each Closing.




(c)  No
order suspending the use of the Memorandum or enjoining the offering or sale of
the Units shall have been issued, and no proceedings for that purpose or a
similar purpose shall have been initiated or pending, or, to the best of the
Company’s knowledge, are contemplated or threatened.





(d)  No
judgment, writ, order, injunction, award or decree of or by any court, or judge,
justice or magistrate, including any bankruptcy court or judge, or any order of
or by any governmental authority, shall have been issued, and no action or
proceeding shall have been instituted by any governmental authority, enjoining
or preventing the consummation of the transactions contemplated hereby or in the
other Transaction Documents.


14





(e)  The Placement Agent
shall have received certificates of the Chief Executive Officer and Chief
Financial Officer of the Company, dated as of each Closing Date, certifying, in
such detail as Placement Agent may reasonably request, as to the fulfillment of
the conditions set forth in paragraphs (a), (b), (c) and (d) above.




(f) The Company shall have delivered to
the Placement Agent: (i) at each Closing a currently dated good standing
certificate from the secretary of state of its jurisdiction of incorporation and
each jurisdiction in which the Company is qualified to do business as a foreign
corporation, and (ii) at the First Closing, certified resolutions of the
Company’s Board of Directors approving this Agreement and the other Transaction
Documents, and the transactions and agreements contemplated by this Agreement
and the other Transaction Documents.




(g) On or prior to the date hereof and
at each Closing, either the Chief Executive Officer or the Chief Financial
Officer of the Company shall have provided a certificate to the Placement Agent
confirming that, to the best of their knowledge, there have been no material
adverse changes in the condition (financial or otherwise) or prospects of the
Company from the date of the financial statements included in the Memorandum,
the absence of undisclosed liabilities and such other matters relating to the
financial condition and prospects of the Company that the Placement Agent may
reasonably request.




(h) At each Closing, the Company shall
pay and deliver to the Placement Agent the Agent’s Fee, calculated in accordance
with Sections 4(d), the Agent’s Expense Allowance, calculated in accordance with
Sections 4(f) and the Blue Sky Expenses in accordance with Section 6(h)
hereof.




(i) At each Closing the Company shall
have delivered to the Placement Agent and/or its designees, the appropriate
number of Agent’s Warrants, calculated in accordance with Section 4(e)
hereof.




(j) There shall have been delivered to
the Placement Agent a signed opinion of Lowenstein Sandler PC, outside counsel
to the Company, dated as of each Closing Date, containing substantially the
opinions set forth as Annex A
hereto.





(k) All proceedings taken at or prior
to each Closing in connection with the authorization, issuance and sale of the
Units and the Agent’s Warrants will be reasonably satisfactory in form and
substance to the Placement Agent and its counsel, and such counsel shall have
been furnished with all such documents, certificates and opinions as it may
reasonably request upon reasonable prior notice in connection with the
transactions contemplated hereby.





8.          Covenants of the Placement
Agent.  The Placement
Agent covenants that:





(a)  The
Placement Agent  shall limit its offering of the Units to persons for
whom the Placement Agent has reasonable grounds to believe and in fact believes
are "accredited investors".





(b)  The
Placement Agent shall in connection with the offering of the Units offered
pursuant to the Memorandum, provide copies of the executed subscription
documentation to the Company prior to each Closing to enable the Company to
establish and determine that each such subscriber is an "accredited investor"
within the meaning of Rule 501(a) of the Rules and Regulations and shall
deliver.





(c)  The
Placement Agent shall not sell the Units offered pursuant to the Memorandum by
any means of public solicitation or general advertising


15





(d)  To
the extent it is determined by the parties hereto and their respective legal
counsel that a supplement or amendment to the Memorandum is required based on
events that may materially affect the Company or otherwise,  the
Placement Agent shall distribute copies of any such supplement or amendment to
persons who have previously received a copy of the Memorandum from the Placement
Agent and who continue to be interested in the Offering and include such
supplement or amendment in all further deliveries of the
Memorandum.





9. Indemnification.





(a) The Company will: (i)
indemnify and hold harmless the Placement Agent, its selected dealers and their
respective affiliates, officers, directors, employees and each person, if any,
who controls the Placement Agent within the meaning of the Act (each an “Indemnitee”) against, and pay
or reimburse each Indemnitee for, any and all losses, claims, damages,
liabilities or expenses whatsoever (or actions or proceedings or investigations
in respect thereof), joint or several (which will, for all purposes of this
Agreement, include, but not be limited to, all reasonable costs of defense and
investigation and all reasonable attorneys’ fees and disbursements, including
appeals), to which any Indemnitee may become subject (x) under the Act or
otherwise, in connection with the offer and sale of the Units, and (y) as a
result of the breach of any representation, warranty or covenant made by the
Company herein, regardless whether such losses, claims, damages, liabilities or
expenses shall result from any claim of any Indemnitee or any third party; and
(ii) reimburse each Indemnitee for any legal or other expenses reasonably
incurred in connection with investigating or defending against any such loss,
claim, action, damage or liability; provided, however, that the Company
will not be liable in any such case to the extent that any such claim, damage or
liability results from (A) an untrue statement or alleged untrue statement of a
material fact made in the Memorandum, or an omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, made solely in reliance upon and in
conformity with written information furnished to the Company by the Placement
Agent specifically for use in the preparation thereof, (B) any violations by the
Placement Agent of the Act or state securities laws which does not result from a
violation thereof by the Company or any of its affiliates or (C) fraud, willful
misconduct or gross negligence of the Placement Agent. In addition to the
foregoing agreement to indemnify and reimburse, the Company will indemnify and
hold harmless each Indemnitee from and against any and all losses, claims,
damages, liabilities or expenses whatsoever (or actions or proceedings or
investigations in respect thereof), joint or several (which shall for all
purposes of this Agreement, include, but not be limited to, all reasonable costs
of defense and investigation and all reasonable attorneys’ fees, including
appeals) to which any Indemnitee may become subject insofar as such costs,
expenses, losses, claims, damages or liabilities arise out of or are based upon
the claim of any person or entity that he or it is entitled to broker’s or
finder’s fees from any Indemnitee in connection with the Offering.





(b)
   The Placement Agent will indemnify and hold harmless the Company,
its officers, directors, employees and each person, if any, who controls the
Company and such persons within the meaning of the Act against, and pay or
reimburse any such person for, any and all losses, claims, damages or
liabilities or expenses whatsoever (or actions, proceedings or investigations in
respect thereof), joint or several, to which the Company or any such person may
become subject under the Act or otherwise, in connection with the offer and sale
of the Units, whether such losses, claims, damages, liabilities or expenses (or
actions, proceedings or investigations in respect thereof) shall result from any
claim of the Company, any of its officers, directors, employees, agents, any
person who controls the Company and such persons within the meaning of the Act
or any third party, insofar as such losses, claims, damages or liabilities are
based upon (A) any untrue statement or alleged untrue statement of any material
fact contained in the Memorandum, but only with reference to information
contained in the Memorandum relating to the Placement Agent, or an omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, if made or omitted
in reliance upon and in conformity with information furnished to the Company by
the Placement Agent or any such controlling persons, specifically for use in the
preparation thereof, or (B) fraud, willful misconduct or gross negligence of the
Placement Agent.  The Placement Agent will reimburse the Company or
any such person for any legal or other expenses reasonably incurred in
connection with investigating or defending against any such loss, claim, damage,
liability or action, proceeding or investigation to which such indemnity
obligation applies, including appeals. Notwithstanding the foregoing, (i) in no
case shall the Placement Agent have any liability to any person under this
Section 9(b) for the gross negligence, fraud or willful misconduct of the
Company or any person entitled to indemnification hereunder and (ii) in no event
shall the Placement Agent’s indemnification obligation hereunder exceed the fees
payable to it hereunder.


16





(c)  Promptly after receipt
by an indemnified party under this Section 9 of notice of the commencement of
any action, claim, proceeding or investigation (the “Action”), such indemnified
party, if a claim in respect thereof is to be made against the indemnifying
party under this Section 9, will notify the indemnifying party of the
commencement thereof, but the omission to so notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party
under this Section 9 unless the indemnifying party has been substantially
prejudiced by such omission. The indemnifying party will be entitled to
participate in, and, to the extent that it may wish, jointly with any other
indemnifying party, to assume the defense thereof subject to the provisions
herein stated, with counsel reasonably satisfactory to such indemnified party.
The indemnified party will have the right to employ separate counsel in any such
Action and to participate in the defense thereof, but the fees and expenses of
such counsel will not be at the expense of the indemnifying party if the
indemnifying party has assumed the defense of the Action with counsel reasonably
satisfactory to the indemnified party, provided, however, that if the
indemnified party shall be requested by the indemnifying party to participate in
the defense thereof or shall have concluded in good faith and specifically
notified the indemnifying party either that there may be specific defenses
available to it which are different from or additional to those available to the
indemnifying party or that such Action involves or could have a material adverse
effect upon it with respect to matters beyond the scope of the indemnity
agreements contained in this Agreement, then the counsel representing it, to the
extent made necessary by such defenses, shall have the right to direct such
defenses of such Action on its behalf and in such case the reasonable fees and
expenses of such counsel in connection with any such participation or defenses
shall be paid by the indemnifying party. No settlement of any Action against an
indemnified party will be made without the consent of the indemnifying party and
the indemnified party, which consent shall not be unreasonably withheld or
delayed in light of all factors of importance to such party and no indemnifying
party shall be liable to indemnify any person for any settlement of any such
claim effected without such indemnifying party’s consent.




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10. Contribution.





To
provide for just and equitable contribution, if (i) an indemnified party makes a
claim for indemnification pursuant to Section 9 hereof and it is finally
determined, by a judgment, order or decree not subject to further appeal that
such claims for indemnification may not be enforced, even though this Agreement
expressly provides for indemnification in such case; or (ii) any indemnified or
indemnifying party seeks contribution under the Act, the 1934 Act, or otherwise,
then each indemnifying party shall contribute to such amount paid or payable by
such indemnified party in such proportion as is appropriate to reflect not only
such relative benefits but also the relative fault of the Company on the one
hand and the Placement Agent on the other in connection with the statements or
omissions which resulted in such losses, claims, damages, liabilities or
expenses (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and the Placement Agent on the other shall be deemed to be in the same
proportion as the total net proceeds from the Offering (before deducting
expenses) received by the Company bear to the total commissions and fees
actually received by the Placement Agent.  The relative fault, in the
case of an untrue statement, alleged untrue statement, omission or alleged
omission will be determined by, among other things, whether such statement,
alleged statement, omission or alleged omission relates to information supplied
by the Company or by the Placement Agent, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement, alleged statement, omission or alleged omission. The Company and the
Placement Agent agree that it would be unjust and inequitable if the respective
obligations of the Company and the Placement Agent for contribution were
determined by pro rata
allocation of the aggregate losses, liabilities, claims, damages and expenses or
by any other method or allocation that does not reflect the equitable
considerations referred to in this Section 10. No person guilty of a fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) will be
entitled to contribution from any person who is not guilty of such fraudulent
misrepresentation. For purposes of this Section 10, each person, if any, who
controls the Placement Agent within the meaning of the Act will have the same
rights to contribution as the Placement Agent, and each person, if any, who
controls the Company within the meaning of the Act will have the same rights to
contribution as the Company, subject in each case to the provisions of this
Section 10. Anything in this Section 10 to the contrary notwithstanding, no
party will be liable for contribution with respect to the settlement of any
claim or action effected without its written consent. This Section10 is intended
to supersede, to the extent permitted by law, any right to contribution under
the Act, the 1934 Act or otherwise available.





11. Termination. (a) The
Offering may be terminated by the Placement Agent at any time prior to the
expiration of the Offering Period in the event that: (i) any of the
representations, warranties or covenants of the Company contained herein, in the
Memorandum or in any other Transaction Document shall prove to have been false
or misleading in any material respect when actually made, (ii) the Company shall
have failed to perform any of its material obligations hereunder or under any
other Transaction Document; or (iii) there shall occur any event, within the
control of the Company, which could materially adversely affect the transactions
contemplated hereby or the other Transaction Documents or the ability of the
Company to perform thereunder.  In such event, the Placement Agent
shall be entitled to receive from the Company, within thirty (30) business days
of the Termination Date, in addition to other rights and remedies it may have
hereunder, at law or otherwise, an amount equal to the sum of: (A) any and all
Agent’s Fee which would have been earned through the Termination Date based on
amounts in the Escrow Account that, but for the termination would have been
available in normal course for release to the Company at a Closing and shall
retain any Agent’s Fee for any closings previously consummated; (B) the Agent’s
Expense Allowance based on amounts in the Escrow Account that, but for the
termination would have been available in normal course to be paid to the
Placement Agent at a Closing and shall retain any Agent’s Expense Allowance for
any closings previously consummated [(A) and (B) collectively, the “Termination Amount”] and (C)
all amounts which may become payable in respect of Post-Closing Investors
pursuant to Section 4(g) hereof.  In addition, in the event such
termination occurs prior to the time that a Closing has been consummated and
there are no funds in the Escrow Account, the Placement Agentwill be entitled, upon
presentation of a written accounting therefor in reasonable detail (but without
the need to include the underlying statements or evidence of payment), to prompt
reimbursement of its actual, out-of-pocket expenses related to the Offering,
including but not limited to fees and expenses of legal counsel, travel expenses
and the fees and expenses of outside experts, if any, retained to assist the
Placement Agent with due diligence (the foregoing hereinafter referred to as the
“Expense
Reimbursement”).





(b)  This
Offering may be terminated by the Company at any time prior to the expiration of
the Offering Period in the event that the Placement Agent shall have failed to
perform any of its material obligations hereunder (excluding failing to raise
the Minimum Amount hereunder). In the event of any such termination by the
Company, the Placement Agent shall not be entitled to any amounts whatsoever
except for the Expense Reimbursement.




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(c)  This Offering may also
be terminated by the Company at any time prior to the expiration of the Offering
Period for any reason not covered in Section 11(b) above (the “Company 11(c)
Termination”).  In such event, the Placement Agent shall be
entitled to receive from the Company (i) the Termination Amount (or if at the
time of such termination, there are no funds in the Escrow Account that have or
are to be released to Company, the Expense Reimbursement) and (ii) all amounts
which may become payable in respect of Post-Closing Investors pursuant to
Section 4(g) hereof.In addition, if
within twelve (12) months after the Company 11(c) Termination, the Company
conducts a public or private offering of its securities or enters into a letter
of intent with respect to the foregoing, then upon the closing of any such
transaction, the Placement Agent shall be entitled to receive from the Company
an amount equal to five (5%) of the gross proceeds raised in such transaction
(the “Company 11 (c)
Termination Amount”).  Notwithstanding the foregoing, in no
event shall any fees or Termination Amount be payable to the Placement Agent in
connection with any transactions contemplated by the Ariston
Merger.





(d)  Upon any such
termination, the Placement Agent and the Company will cause, via written
instructions to the Escrow Agent, all monies received with respect to the
subscriptions for Units not accepted by the Company to be promptly returned to
such subscribers without interest, penalty, expense or deduction.




(e)  Before any termination
by the Placement Agent under Section 11(a) or by the Company under Section 11(b)
or Section 11(c) shall become effective, the terminating party shall give
written notice to the other party of its intention to terminate the Offering
(the “Termination
Notice”).  The Termination Notice shall specify the grounds for
the proposed termination, except in the case of a Section 11(c) termination. If
the specified grounds for termination, or their resulting adverse effect on the
Transactions, are curable, then the other party shall have ten (10) days from
the Termination Notice within which to remove such grounds or to eliminate all
of their material adverse effects on the Transactions contemplated hereby;
otherwise, the Offering shall terminate.




(f)  Subject
to section 12 below, this Agreement shall terminate upon the occurrence and
satisfactory completion of the Offering and sale of the Units, unless earlier
terminated as provided herein.





12. Survival. The
obligations of the parties to pay any costs and expenses hereunder and to
provide indemnification pursuant to Section 9 and contribution pursuant to
Section 10 shall survive any termination or completion of the
Offering.  The respective indemnities, agreements, representations,
warranties and other statements of the Company or the Placement Agent set forth
in or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of, and regardless of any
access to information by, the Company or the Placement Agent, or any of their
officers or directors or any controlling person thereof, and will survive the
sale of the Units.  In addition, the provisions of Sections 4(g),
6(d), 6(i), 11 through 20 hereof shall also survive the termination or
expiration of this Offering.




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13.Governing
Law; Jurisdiction.  This
Agreement shall be deemed to have been made and delivered in New York City and
shall be governed as to validity, interpretation, construction, affect and in
all other respects by the internal laws of the State of New
York.THE PARTIES HERETO AGREE TO SUBMIT
ALL CONTROVERSIES TO ARBITRATION IN ACCORDANCE WITH THE PROVISIONS SET FORTH
BELOW AND UNDERSTAND AND AGREE THAT (A) ARBITRATION IS FINAL AND BINDING ON THE
PARTIES, (B) THE PARTIES ARE WAIVING THEIR RIGHTS TO SEEK REMEDIES IN COURT,
INCLUDING THE RIGHT TO A JURY TRIAL, (C) PRE-ARBITRATION DISCOVERY IS GENERALLY
MORE LIMITED AND DIFFERENT FROM COURT PROCEEDINGS, (D) THE ARBITRATOR’S AWARD IS
NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY’S
RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULINGS BY ARBITRATORS IS STRICTLY
LIMITED, (E) THE PANEL OF FINANCIAL INDUSTRY REGULATORY AUTHORITY (“FINRA”)
ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE
AFFILIATED WITH THE SECURITIES INDUSTRY, AND (F) ALL CONTROVERSIES WHICH MAY
ARISE BETWEEN THE PARTIES CONCERNING THIS AGREEMENT SHALL BE DETERMINED BY
ARBITRATION PURSUANT TO THE RULES THEN PERTAINING TO FINRA IN THE CITY OF NEW
YORK, STATE OF NEW YORK.  JUDGMENT ON ANY AWARD OF ANY SUCH ARBITRATION MAY
BE ENTERED IN THE SUPREME COURT OF THE STATE OF NEW YORK OR IN ANY OTHER COURT
HAVING JURISDICTION OVER THE PERSON OR PERSONS AGAINST WHOM SUCH AWARD IS
RENDERED.  THE PARTIES AGREE THAT THE DETERMINATION OF THE ARBITRATORS
SHALL BE BINDING AND CONCLUSIVE UPON THEM.  ANY NOTICE OF SUCH
ARBITRATION OR FOR THE CONFIRMATION OF ANY AWARD IN ANY ARBITRATION SHALL BE
SUFFICIENT IF GIVEN IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT. 
THE PREVAILING PARTY, AS DETERMINED BY SUCH ARBITRATORS IN AN ARBITRATION
PROCEEDING SHALL BE ENTITLED TO COLLECT ANY COSTS, DISBURSEMENTS AND REASONABLE
ATTORNEY’S FEES FROM THE OTHER PARTY.




14. Notices. All notices
and other communications given or made pursuant hereto shall be in writing and
shall be deemed to have been duly given or made as of the date delivered
personally, or the date mailed if mailed by registered or certified mail
(postage prepaid, return receipt requested) to the parties at the following
addresses (or at such other address for a party as shall be specified by like
changes of address which shall be effective upon receipt) or sent by electronic
transmission, with confirmation received, if sent to the Placement Agent, will
be mailed, delivered or telefaxed and confirmed to: National Securities
Corporation, 330 Madison Avenue, 18th Floor,
New York, New York 10017, Attention: Jonathan Rich, telefax number (212)
380-2828, with a copy to: Littman Krooks LLP, 655 Third Avenue, 20th Floor,
New York, New York 10017, Attention: Steven D. Uslaner, Esq., telefax number
(212) 490-2990, and if sent to the Company, to: Manhattan Pharmaceuticals,
Inc.48 Wall Street, New York, NY 10005, Attention: Michael G. McGuinness, CFO
and COO, telefax number (___) ___-____, with a copy to: Lowenstein Sandler PC,
65 Livingston Avenue, Roseland, NJ 07068, Attn: Anthony
Pergola,  Esq., telefax number (973) 597-2400.




15.           Limitation of Engagement to
the Company. The Company acknowledges that the Placement Agent has been
retained only by the Company, that the Placement Agent is providing services
hereunder as an independent contractor (and not in any fiduciary or agency
capacity) and that the Company’s engagement of the Placement Agent is not deemed
to be on behalf of, and is not intended to confer rights upon, any shareholder,
owner or partner of the Company or any other person not a party hereto as
against the Placement Agent or any of its affiliates, or any of its or their
officers, directors, controlling persons (within the meaning of Section 15 of
the Act or Section 20 of the 1934 Act), employees or agents, other than the
indemnification and contribution provisions set forth in Sections 9 and 10
hereof. Unless otherwise expressly agreed in writing by the Placement Agent or
as provided in Sections 9 or 10 hereof, no one other than the Company is
authorized to rely upon this Agreement or any other statements or conduct of the
Placement Agent, and no one other than the Company is intended to be a
beneficiary of this Agreement.


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16.           Limitation of Liability to
the Company. Except as provided in Section 9 (Indemnification) and
Section 10 (Contribution), neither the Placement Agent nor any of its affiliates
or any of its or their officers, directors, controlling persons (within the
meaning of Section 15 of the Act or Section 20 of the 1934 Act ), employees or
agents shall have any liability to the Company, its security holders or
creditors, or any person asserting claims on behalf of or in the right of the
Company (whether direct or indirect, in contract, tort, for an act of negligence
or otherwise) for any losses, fees, damages, liabilities, costs, expenses or
equitable relief arising out of or relating to this Agreement or the services
rendered hereunder, except for losses, fees, damages, liabilities, costs or
expenses that arise out of or are based on any action of or failure to act by
the Placement Agent and that are finally determined (by a court of competent
jurisdiction and after exhausting all appeals) to have resulted from the fraud,
gross negligence, or willful misconduct of the Placement Agent.





17.           Waiver of Right to Appoint
Placement Agent Director.  The Placement Agent hereby waives
its right pursuant to Section 6(l)(i) of the Placement Agency Agreement dated
November 19, 2008 to nominate, and to require the Company to use its best
efforts to effect the appointment of, a member of the Board of Directors of the
Company (the "Placement Agent
Director") and to require the Company to issue to the Placement Agent
Director a warrant to purchase 1,000,000 shares of Common Stock at a per share
exercise price equal to the greater of (i) the fair market value on the date of
issuance or (ii) $.09.




18. Modification; Performance;
Waiver. No provision of this Agreement may be changed or terminated
except by a writing signed by the party or parties to be charged
therewith.  Unless expressly so provided, no party to this Agreement
will be liable for the performance of any other party’s obligations hereunder.
Any party hereto may waive compliance by the other with any of the terms,
provisions and conditions set forth herein; provided, however that any such
waiver shall be in writing specifically setting forth those provisions waived
thereby. No such waiver shall be deemed to constitute or imply waiver of any
other term, provision or condition of this Agreement. This Agreement contains
the entire agreement between the parties hereto and is intended to supersede any
and all prior agreements between the parties relating to the same subject
matter.




19.  Counterparts.  This
Agreement may be executed in counterparts, each of which shall be deemed to be
an original, and all of which taken together shall constitute one and the same
agreement (and all signatures need not appear on anyone
counterpart).  In the event that any signature is delivered by
facsimile transmission or by e-mail delivery of a “.pdf” format data file, 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 or “.pdf” signature page were an original
thereof.  This Agreement shall become effective when one or more
counterparts has been signed and delivered by each of the parties
hereto.




20.  Severability.  If
any provision of this Agreement is held to be illegal, invalid or unenforceable
under any present or future laws, such provision shall be fully
severable.  This Agreement shall be construed and enforced as if such
illegal, invalid or unenforceable provision had never comprised a part of this
Agreement, and the remaining provisions of this Agreement shall remain in full
force and effect and shall not be affected by the illegal, invalid or
unenforceable provision or by its severance from this
Agreement.  Furthermore, in lieu of each such illegal, invalid or
unenforceable provision there shall be deemed added automatically as a part of
this Agreement a provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible to cause such provision to be legal,
valid and enforceable.





21.  Headings.  The
captions and headings used in this Agreement are for convenience only and do not
in any way affect, limit, amplify or modify the terms and provisions of this
Agreement.





22. Miscellaneous.  This
Agreement shall inure to the benefit of, and be binding upon, the successors of
the Placement Agent and of the Company.  Nothing expressed or
mentioned in this Agreement is intended or shall be construed to give any
person, company or corporation, other than the parties hereto and their
successors, any legal or equitable right, remedy or claim under or in respect of
this Agreement or any provision hereof.  The term "successors" shall
not include any purchaser of the Units merely by reason of such
purchase.


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If the foregoing is in accordance with
your understanding of our agreement, kindly sign and return this Agreement,
whereupon it will become a binding agreement between the Company and the
Placement Agent in accordance with its terms.




Very
      truly yours,MANHATTAN
      PHARMACEUTICALS, INCBy:
                  /s/
      Michael  G. McGuinnessName:
      Michael G. McGuinnessTitle:
      CFO and COOAccepted
      and agreed to this28th
      day of December, 2009.NATIONAL
      SECURITIES CORPORATIONBy:
                  /s/
      Jonathan C. RichName:
      Jonathan C. RichTitle:
      Head of Investment Banking




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