Exhibit
      10.1

    SECURITIES
      PURCHASE AGREEMENT

     

    This
      SECURITIES PURCHASE AGREEMENT (this “Agreement”)
      is
      made and entered into as of November 19, 2008, by and between Manhattan
      Pharmaceuticals, Inc., a Delaware corporation (the “Company”)
      and
      the investors (each, an “Investor”
and,
      collectively, the “Investors”),
      set
      forth on Exhibit
      A-1
      and
Exhibit
      A-2.

     

    
      	
              A.

            	
              WHEREAS,
                the Investors wish to purchase from the Company, and the Company
                wishes to
                sell and issue to the Investors, upon the terms and conditions stated
                in
                this Agreement, a minimum of 200 units (the “Minimum
                Amount”)
                and a maximum of 500 units (the “Maximum
                Amount”);
                provided, however, there shall be an overallotment option to purchase
                an
                additional 200 units (the “Overallotment
                Amount”),
                at a purchase price of $5,000 per unit (each, a “Unit”),
                each Unit consisting of:

            


    

     

    
      	 	
              (a)

            	
              a
                twelve (12%) percent senior secured promissory note (each a “Note,”
                and, collectively, the “Notes”)
                of the Company in the aggregate principal amount of $5,000 in the
                form
                annexed hereto as Exhibit
                B;
                and

            


    

     

    
      	 	
              (b)

            	
              a
                warrant (each a “Warrant,”
                and, collectively, the “Warrants”)
                to purchase up to 166,667 shares (the “Warrant
                Shares”)
                of the Company’s common stock, par value $0.001 per share (together with
                any securities into which such shares may be reclassified, the
                “Common
                Stock”),
                at an exercise price of $0.09 per share (subject to adjustment as
                set
                forth in the Warrants), which Warrants shall be substantially in
                the form
                attached hereto as Exhibit
                C,
                upon the terms and conditions set forth in this
                Agreement;

            


    

     

    
      	
              B.

            	
              WHEREAS,
                the Units, Notes, Warrants and Warrant Shares issued pursuant to
                this
                Agreement are
                collectively referred to herein as the “Securities,”
                and

            


    

     

    
      	
              C.

            	
              WHEREAS,
                contemporaneous with the sale of the Units, the parties hereto will
                execute and deliver a Registration Rights Agreement, substantially
                in the
                form attached hereto as Exhibit
                D
                (the “Registration
                Rights Agreement”),
                pursuant to which the Company will agree to provide certain registration
                rights with respect to the Warrant Shares under the Securities Act
                and the
                rules and regulations promulgated thereunder, and applicable state
                securities laws.

            


    

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual terms, conditions and other agreements set forth
      herein and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, and intending to be legally bound
      hereby, the parties hereto hereby agree to the sale and purchase of the Units
      as
      set forth herein.

     

    
      	
              1.

            	
              DEFINITIONS

            


    

     

    For
      purposes of this Agreement, the terms set forth below shall have the
      corresponding meanings provided below.

     

    
      	 	
              (a)

            	
              “Affiliate”
                means, with respect to any specified
                Person:

            


    

     

    
      	 	
              (i)

            	
              if
                such Person is an individual, the spouse of that Person and, if deceased
                or disabled, his heirs, executors, or legal representatives, if
                applicable, or any trusts for the benefit of such individual or such
                individual’s spouse and/or lineal descendants,
                or

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              otherwise,
                another Person that directly, or indirectly through one or more
                intermediaries, controls, is controlled by, or is under common control
                with, the Person specified. As used in this definition, “control” shall
                mean the possession, directly or indirectly, of the power to cause
                the
                direction of the management and policies of a Person, whether through
                the
                ownership of voting securities or by contract or other written
                instrument.

            


    

     

    
      	 	
              (b)

            	
              “Business
                Day”
                means any day on which banks located in New York City are not required
                or
                authorized by law to remain closed.

            


    

     

    
      	 	
              (c)

            	
              “Closing”
                and “Closing
                Date”
                as defined in Section
                2.2(c).

            


    

     

    
      	 	
              (d)

            	
              “Common
                Stock”
                as defined in the recitals above.

            


    

     

    
      	 	
              (e)

            	
              “Company
                Financial Statements”
                as
                defined in Section
                6.5 hereto.

            


    

     

    
      	 	
              (f)

            	
              “Company’s
                knowledge”
                means the information and/or other items that the Executives of the
                Company have actual knowledge of after due
                inquiry.

            


    

     

    
      	 	
              (g)

            	
              “Default
                Agreement”
                means the Default Agreement, dated the date of the First Closing,
                by and
                among each Investor and the Company, the form of which is annexed
                hereto
                has Exhibit
                E.

            


    

     

    
      	 	
              (h)

            	
              “Deposit
                Account Agreement”
                means the Deposit Agreement, dated October 21, 2008, by and among
                the
                Company, the Placement Agent and the Escrow
                Agent.

            


    

     

    
      	 	
              (i)

            	
              “ERISA”
                as
                defined in Section
                6.18
                hereto.

            


    

     

    
      	 	
              (j)

            	
              “Environmental
                Laws”
                as defined in Section
                6.12
                hereto.

            


    

     

    
      	 	
              (k)

            	
              “Escrow
                Agent”
                means Signature Bank, a New York commercial
                bank.

            


    

     

    
      	 	
              (l)

            	
              “Escrow
                Agreement”
                means the Amended and Restated Escrow Deposit Agreement, dated October
                16,
                2008, by and among the Company, the Placement Agent and the Escrow
                Agent.

            


    

     

    
      	 	
              (m)

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

            


    

     

    
      	 	
              (n)

            	
              “Executives”
                means Douglas Abel and Michael
                McGuinness.

            


    

     

    
      	 	
              (o)

            	
              “Executive
                Agreements”
                as defined in Section
                8.5.

            


    

     

    
      	 	
              (p)

            	
              “First
                Closing”
                and “First
                Closing Date”
                as defined in Section
                2.2(a).

            


    

     

    
      	 	
              (q)

            	
              “Intellectual
                Property”
                means the Company’s patents, patent applications, provisional patents,
                trademarks, service marks, trade names, trademark registrations,
                service
                mark registrations, copyrights, licenses, formulae, mask works, customer
                lists, internet domain names, know-how and other intellectual property,
                including trade secrets and other unpatented and/or unpatentable
                proprietary or confidential information, systems, procedures or
                registrations or applications relating to the
                same.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (r)

            	
              “Indebtedness”
                of any Person means all obligations of such Person (i) for borrowed
                money,
                (ii) evidenced by notes, bonds, debentures or similar instruments,
                (iii)
                for the deferred purchase price of goods or services (other than
                trade
                payables or accruals incurred in the ordinary course of business),
                (iv)
                under capital leases, and (v) in the nature of guarantees of the
                obligations described in clauses (i) through (iv) above of any other
                Person.

            


    

     

    
      	 	
              (s)

            	
              “Investor”
                means any person who purchases Units in the Offering pursuant to
                this
                Agreement.

            


    

     

    
      	 	
              (t)

            	
              “Lien(s)”
                means any interest in Property securing an obligation owed to a Person
                whether such interest is based on the common law, statute or contract,
                and
                including but not limited to a security interest arising from a mortgage,
                lien, title claim, assignment, encumbrance, adverse claim, contract
                of
                sale, pledge, conditional sale or trust receipt or a lease, consignment
                or
                bailment for security purposes. The term “Lien” includes but is not
                limited to mechanics’, materialmens’, warehousemens’ and carriers’ liens
                and other similar encumbrances. For the purposes hereof, a Person
                shall be
                deemed to be the owner of Property which it has acquired or holds
                subject
                to a conditional sale agreement or other arrangement pursuant to
                which
                title to the Property has been retained by or vested in some other
                Person
                for security purposes.

            


    

     

    
      	 	
              (u)

            	
              “Material
                Adverse Effect”
                means a material adverse effect on, and a “Material
                Adverse Change”
                means a material adverse change in:

            


    

     

    
      	 	
              (i)

            	
              the
                assets, liabilities, results of operations, condition (financial
                or
                otherwise), business, or prospects of the Company taken as a whole;
                or

            


    

     

    
      	 	
              (ii)

            	
              the
                ability of the Company to perform its obligations under the Transaction
                Documents, 

            


    

     

    but,
      to
      the extent applicable, shall exclude any circumstance, change or effect to
      the
      extent resulting or arising from: (i) 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; (ii) 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; (iii)
      changes in United States generally accepted accounting principles, or the
      interpretation thereof; or (iv) the entry into or announcement of this
      Agreement, actions contemplated by this Agreement, or the consummation of the
      transactions contemplated hereby.

     

    
      	 	
              (v)

            	
              “Maximum
                Amount”
                as defined in the recitals above.

            


    

     

    
      	 	
              (w)

            	
              “Minimum
                Amount”
                as defined in the recitals above.

            


    

     

    
      	 	
              (x)

            	
              “Note(s)”
                as
                defined in the recitals above.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (y)

            	
              “OTCBB”
                shall mean the Over-the-Counter Bulletin Board
                system.

            


    

     

    
      	 	
              (z)

            	
              “Overallotment
                Amount”
                as defined in the recitals above.

            


    

     

    
      	 	
              (aa)

            	
              “Offering”
                shall mean the offering and sale of the Units pursuant to this Agreement
                and the Private Placement
                Memorandum.

            


    

     

    
      	 	
              (bb)

            	
              “Person”
                shall mean an individual, entity, corporation, partnership, association,
                limited liability company, limited liability partnership, joint-stock
                company, trust or unincorporated
                organization.

            


    

     

    
      	 	
              (cc)

            	
              “Placement
                Agent”
                shall mean [l].

            


    

     

    
      	 	
              (dd)

            	
              “Private
                Placement Memorandum”
                means the Company’s Confidential Private Placement Memorandum, dated
                October 22, 2008, together with any and all amendments and/or supplements
                thereto.

            


    

     

    
      	 	
              (ee)

            	
              “Property”
                means any interest in any kind of property or asset, whether real,
                personal or mixed, or tangible or
                intangible.

            


    

     

    
      	 	
              (ff)

            	
              “Public
                Information Failure”
                as defined in Section
                6.25
                hereto. 

            


    

     

    
      	 	
              (gg)

            	
              “Public
                Information Failure Payments”
                as defined in Section
                6.25
                hereto.

            


    

     

    
      	 	
              (hh)

            	
              “Purchase
                Price”
                shall mean up to $3,500,000 (which amount includes the $1,000,000
                Overallotment Amount). 

            


    

     

    
      	 	
              (ii)

            	
              “Registration
                Rights Agreement”
                shall have the meaning set forth in the
                recitals.

            


    

     

    
      	 	
              (jj)

            	
              “Regulation
                D”
                as defined in Section
                4.11
                hereto.

            


    

     

    
      	 	
              (kk)

            	
              “Rule
                144”
                as defined in Section
                4.10(c)
                hereto.

            


    

     

    
      	 	
              (ll)

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

            


    

     

    
      	 	
              (mm)

            	
              “SEC
                Documents”
                as defined in Section
                6.5
                hereto.

            


    

     

    
      	 	
              (nn)

            	
              “Securities”
                as defined in the recitals above.

            


    

     

    
      	 	
              (oo)

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

            


    

     

    
      	 	
              (pp)

            	
              “Security
                Agreement” means
                the Security Agreement by and among each Investor and the
                Company,
                the form of which is annexed hereto has Exhibit
                F.

            


    

     

    
      	 	
              (qq)

            	
              “Subsequent
                Closing”
                and “Subsequent
                Closing Date”
                as defined in Section
                2.2(b).

            


    

     

    
      	 	
              (rr)

            	
              “Subsidiaries”
                shall
                mean any corporation or other entity or organization, whether incorporated
                or unincorporated, in which the Company owns, directly or indirectly,
                any
                controlling equity or other controlling ownership interest or otherwise
                controls through contract or
                otherwise.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ss)

            	
              “Transaction
                Documents”
                shall mean this Agreement, the Private Placement Memorandum, the
                Notes,
                the Security Agreement, the Default Agreement, the Executive Agreements,
                the Registration Rights Agreement, the Warrants, the Escrow Agreement
                and
                the Deposit Account Agreement.

            


    

     

    
      	 	
              (tt)

            	
              “Transfer”
                shall mean any sale, transfer, assignment, conveyance, charge, pledge,
                mortgage, encumbrance, hypothecation, security interest or other
                disposition, or to make or effect any of the
                above.

            


    

     

    
      	 	
              (uu)

            	
              “Warrant
                Shares”
                as
                defined in the recitals above.

            


    

     

    
      	 	
              (vv)

            	
              “Warrants”
                as
                defined in the recitals above.

            


    

     

    
      	
              2.

            	
              SALE
                AND PURCHASE OF UNITS.

            


    

     

    
      	 	
              2.1

            	
              Subscription
                for Units by Investors.
                Subject to the terms and conditions of this Agreement, on the Closing
                Date, each of the Investors shall severally, and not jointly, purchase,
                and the Company shall sell and issue to each Investor, the number
                of Units
                specified by it on its respective signature page attached hereto
                in
                exchange for the Purchase Price.

            


    

     

    
      	 	
              2.2

            	
              Closings.

            


    

     

    
      	 	
              (a)

            	
              First
                Closing.
                Subject to the terms and conditions set forth in this Agreement,
                the
                Company shall issue and sell to each Investor listed on Exhibit
                A-1,
                and each such Investor shall, severally and not jointly, purchase
                from the
                Company on the First Closing Date, such number of Units set forth
                on the
                respective signature pages attached hereto, which will be reflected
                opposite such Investor’s name on Exhibit A-1
                (the “First
                Closing”).
                The date of the First Closing is hereinafter referred to as the
                “First
                Closing Date”.
                Units equal to at least the Minimum Amount are required to be sold
                at the
                First Closing within the time period set forth in the Private Placement
                Memorandum.

            


    

     

    
      	 	
              (b)

            	
              Subsequent
                Closing(s).
                The Company agrees to issue and sell to each Investor listed on
                Exhibit
                A-2
                (the Subsequent Closing Schedule of Investors), and each such Investor
                agrees, severally and not jointly, to purchase from the Company on
                the
                date set forth on Exhibit
                A-2
                (each a “Subsequent
                Closing Date”)
                such number of Units set forth on the signature pages attached hereto,
                which will be reflected opposite such Investor’s name on Exhibit A-2
                (a
                “Subsequent
                Closing”).
                There may be more than one Subsequent Closing; provided,
                however,
                that the final Subsequent Closing shall take place within the time
                periods
                set forth in the Private Placement Memorandum. The date of any Subsequent
                Closing is hereinafter referred to as a “Subsequent
                Closing Date”).

            


    

     

    
      	 	
              (c)

            	
              Closing.
                The First Closing and any applicable Subsequent Closings are each
                referred
                to in this Agreement as a “Closing”.
                The First Closing Date and any Subsequent Closing Dates are sometimes
                referred to herein as a “Closing
                Date”.
                All Closings shall occur within the time periods set forth in the
                Private
                Placement Memorandum at the offices of Gusrae, Kaplan, Bruno & Nusbaum
                PLLC, counsel to the Placement Agent, at 120 Wall Street, 11th Floor,
                New
                York, NY 10005 or remotely via the exchange of documents and
                signatures. 

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              2.3

            	
              Closing
                Deliveries.
                At each Closing, the Company shall deliver to the Investors purchasing
                Units at such Closing, against delivery by the Investor of the Purchase
                Price (as provided below), the Notes and the Warrants. At each Closing,
                each Investor purchasing Units at such Closing shall deliver or cause
                to
                be delivered to the Company the Purchase Price set forth in its
                counterpart signature page annexed hereto by paying United States
                dollars
                via bank, certified or personal check which has cleared prior to
                the
                applicable Closing or in immediately available funds, by wire transfer
                to
                the following Escrow Account, pursuant to the Escrow
                Agreement:

            


    

     

    
      	
              Acct.
                Name:

            	
              Signature
                Bank as Escrow Agent for Manhattan Pharmaceuticals,
                Inc.

            
	
              ABA
                Number:

            	
              026013576

            
	
              Acct
                Number:

            	
              1501128178

            


    

     

    
      	 	
              2.4

            	
              Terms
                of the Notes. Each
                of the Notes shall have the terms and conditions and be in the form
                attached hereto as Exhibit
                B.
                The Company’s obligations to the Investors under the Notes shall be
                secured by the assets of the Company as provided in the Security
                Agreement
                and in the Default Agreement. Upon an Event of Default (as defined
                in the
                Note),
                the Investors shall have, in addition to any rights provided hereunder,
                the rights provided them under the Transaction Documents.
                

            


    

     

    
      	 	
              2.5

            	
              Restrictions
                on Release of Proceeds.
                In
                addition to the other conditions to Closing listed in Section
                8
                hereof, the release of proceeds from the Escrow Account to the Company
                shall be subject to the following
                restrictions:

            


    

     

    
      	 	
              (i)

            	
              The
                proceeds from the sale of the Units to be released to the Company
                shall be
                released from the Escrow Account and transferred to the deposit account
                (the “Deposit
                Account”)
                established by the Deposit Account Agreement. Funds shall be released
                from
                the Deposit Account retroactive as of October 1, 2008, in a series
                of
                monthly payments (a “Monthly
                Payment”)
                and Closing lump sum payments (“Lump
                Sum Payment”)
                in the amounts set forth above: 

            


    

     

    
      	
              Gross
                Proceeds

            	 	
              Monthly
                

              Payment

            	 	
              Aggregate

              Lump
                Sum

              Payment
                at 

              Closing

            	 
	
              $1,000,000
                to $1,499,999

            	 	
              $

            	
              106,000

            	 	 	
              0

            	 
	
              $1,500,000
                to $1,999,999

            	 	
              $

            	
              113,300

            	 	
              $

            	
              200,000

            	 
	
              $2,000,000
                to 2,500,000

            	 	
              $

            	
              119,375

            	 	
              $

            	
              225,000

            	 
	
              $2,500,000
                or more

            	 	
              $

            	
              125,000

            	 	 	
              Any
                amount in excess of $1,500,000

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              At
                the First Closing the Company shall receive an amount equal to the
                Monthly
                Payment for the month in which such Closing occurs, plus any applicable
                Lump Sum Payment; provided,
                however,
                that if the First Closing shall occur after October 31, 2008 and
                prior to
                or on November 30, 2008, the Company shall receive an amount equal
                to two
                Monthly Payments, plus any applicable Lump Sum Payment; provided,
                further,
                that if the First Closing shall occur after November 30, 2008 and
                on or
                prior to December 31, 2008, the Company shall receive an amount equal
                to
                three Monthly Payments, plus any applicable Lump Sum Payment and
                provided,
                further,
                that if First Closing after December 31, 2008, the Company shall
                receive
                an amount equal to four Monthly Payments, plus any applicable Lump
                Sum
                Payment. Following the First Closing, Monthly Payments shall be paid
                by
                the Escrow Agent to the Company on the first Business Day of each
                month
                and shall be increased, as applicable in accordance with Section
                2.5(i).
                The Escrow Agent shall pay to the Company the applicable Lump Sum
                Payment
                at each Closing which results in gross proceeds from the sale of
                the Units
                being at least equal to $1,500,000, $2,000,000 or $2,500,000, as
                the case
                may be. 

            


    

     

    
      	 	
              2.6

            	
              Use
                of Proceeds. The
                Company hereby covenants and agrees that the proceeds from the sale
                of
                Units shall be used as provided for in the Private Placement
                Memorandum.

            


    

     

    
      	
              3.

            	
              ACKNOWLEDGEMENTS
                OF THE INVESTORS.

            


    

     

    Each
      Investor, severally and not jointly, acknowledges that:

     

    
      	 	
              3.1

            	
              Resale
                Restrictions.
                None of the Securities have been registered under the Securities
                Act, or
                under any state securities or “blue sky” laws of any state of the United
                States, and, unless so registered, none of the Securities may be
                offered
                or sold by the Investor except pursuant to an effective registration
                statement under the Securities Act, or pursuant to an exemption from,
                or
                in a transaction not subject to, the registration requirements of
                the
                Securities Act and in each case only in accordance with applicable
                state
                securities laws.

            


    

     

    
      	 	
              3.2

            	
              Legends
                on Notes, Warrants and Warrant Shares.
                Such Investor understands that the Notes, the Warrants and certificates
                evidencing the Warrant Shares shall bear a restrictive legend in
                substantially the following form (and a stop-transfer order may be
                placed
                against transfer of the certificates evidencing such Warrant
                Shares):

            


    

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
      SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE,
      SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
      STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
      OR
      APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE
      TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE
      STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
      ACT.

     

    If
      required by the authorities of any state in connection with the issuance or
      sale
      of the Notes, the Warrants or any Warrant Shares, the Securities will also
      bear
      any legend required by such state authority.

     

    
      	 	
              3.3

            	
              Agreements.
                It
                has received and carefully read the Transaction Documents and Private
                Placement Memorandum, including the Risk Factors set forth in the
                Private
                Placement Memorandum;

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              3.4

            	
              Books
                and Records.
                The books and records of the Company were available upon reasonable
                notice
                for inspection, subject to certain confidentiality restrictions,
                by the
                Investor during reasonable business hours at its principal place
                of
                business, that all documents, records and books in connection with
                the
                sale of the Securities hereunder have been made available for inspection
                by it and its attorney and/or advisor(s) and that the Investor and/or
                its
                advisor has reviewed all such documents, records and books to its
                full
                satisfaction and all questions it and/or its advisor may have had
                been
                answered to their respective full
                satisfaction;

            


    

     

    
      	 	
              3.5

            	
              Independent
                Advice.
                The Investor has been advised to consult the Investor’s own legal, tax and
                other advisors with respect to the merits and risks of an investment
                in
                the Securities and with respect to applicable resale restrictions,
                and it
                is solely responsible (and neither the Company nor the Placement
                Agent is
                in any way, directly and/or indirectly, responsible) for compliance
                with:

            


    

     

    
      	 	
              (a)

            	
              any
                applicable laws of the jurisdiction in which the Investor is resident
                in
                connection with the distribution of the Securities hereunder,
                and

            


    

     

    
      	 	
              (b)

            	
              applicable
                resale restrictions;

            


    

     

    
      	 	
              3.6

            	
              No
                Insurance.
                There is no government or other insurance covering any of the
                Securities.

            


    

     

    
      	
              4.

            	
              REPRESENTATIONS,
                WARRANTIES AND ACKNOWLEDGMENTS OF THE
                INVESTORS.

            


    

     

    Each
      Investor, severally and not jointly, represents and warrants to the Company
      solely as to such Investor that:

     

    
      	 	
              4.1

            	
              Capacity.
                The Investor: (i) if a natural person, represents that the Investor
                has
                reached the age of 21 and has full authority, legal capacity and
                competence to enter into, execute and deliver this Agreement and
                the
                Transaction Documents to which the Investor is a party and all other
                related agreements or certificates and to take all actions required
                pursuant hereto and thereto and to carry out the provisions hereof
                and
                thereof and, (ii) if a corporation, partnership, or limited liability
                company or partnership, or association, joint stock company, trust,
                unincorporated organization or other entity, represents that such
                entity
                was not formed for the specific purpose of acquiring the Units, such
                entity is duly organized, validly existing and in good standing under
                the
                laws of the state of its organization, such entity has full power
                and
                authority to execute and deliver this Agreement, the Transaction
                Documents
                to which it is a party and all other related agreements or certificates
                and to take all actions required pursuant hereto and thereto and
                to carry
                out the provisions hereof and thereof and to purchase and hold the
                Units,
                the execution and delivery of this Agreement and the Transaction
                Documents
                to which it is a Party have been duly authorized by all necessary
                action;
                or (iii) if executing this Agreement in a representative or fiduciary
                capacity, represents that it has full power and authority to execute
                and
                deliver this Agreement and the Transaction Documents to which it
                is a
                Party in such capacity and on behalf of the subscribing individual,
                ward,
                partnership, trust, estate, corporation, or limited liability company
                or
                partnership, or other entity for whom the Investor is executing this
                Agreement and the Transaction Documents, and such individual, partnership,
                ward, trust, estate, corporation, or limited liability company or
                partnership, or other entity has full right and power to perform
                pursuant
                to this Agreement and the Transaction Documents to which it is a
                Party and
                make an investment in the
                Company;

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              4.2

            	
              No
                Violation of Corporate Governance Documents.
                If
                the Investor is a corporation or other entity, the entering into
                of this
                Agreement and the other Transaction Documents to which it is a party
                and
                the transactions contemplated hereby and thereby do not and will
                not
                result in the violation of any of the terms and provisions of any
                law
                applicable to, or the charter or other organizational documents,
                bylaws or
                other constating documents of, the Investor or of any agreement,
                written
                or oral, to which the Investor may be a party or by which the Investor
                is
                or may be bound;

            


    

     

    
      	 	
              4.3

            	
              Binding
                Agreement. The
                Investor has duly executed and delivered this Agreement and the other
                Transaction Documents to which it is a party, and this Agreement
                and the
                other Transaction Documents to which it is a party constitute a valid
                and
                binding agreement of the Investor enforceable against the Investor
                in
                accordance with their respective 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.

            


    

     

    
      	 	
              4.4

            	
              No
                SEC Review or Approval.
                Neither the SEC nor any other securities commission, securities regulator
                or similar regulatory authority has reviewed or passed on the merits
                of
                the Securities or on any of the documents reviewed or executed by
                the
                Investor in connection with the sale of the Securities.
                

            


    

     

    
      	 	
              4.5

            	
              Purchase
                Entirely for Own Account.
                The Securities are being acquired for such Investor’s own account, not as
                nominee or agent, for investment purposes only and not with a view
                to the
                resale or distribution of any part thereof in violation of the Securities
                Act, and such Investor has no present intention of selling, granting
                any
                participation in, or otherwise distributing the same in violation
                of the
                Securities Act,
                without prejudice, however, to such Investor’s right at all times to sell
                or otherwise dispose of all or any part of such Securities in compliance
                with applicable federal and state securities laws.

            


    

     

    
      	 	
              4.6

            	
              Not
                a Broker-Dealer. Such
                Investor is neither a registered representative under the Financial
                Industry Regulatory Authority (“FINRA”),
                a member of FINRA or associated or Affiliated with any member of
                FINRA,
                nor a broker-dealer registered with the SEC under the Exchange Act
                or
                engaged in a business that would require it to be so registered,
                nor is it
                an Affiliate of a such a broker-dealer or any Person engaged in a
                business
                that would require it to be registered as a broker-dealer. In the
                event
                such Investor is a member of FINRA, or associated or Affiliated with
                a
                member of FINRA, such Investor agrees, if requested by FINRA, to
                sign a
                lock-up, the form of which shall be satisfactory to FINRA with respect
                to
                the Warrants and the Warrant
                Shares.

            


    

     

    
      	 	
              4.7

            	
              Not
                an Underwriter.
                Such Investor is not an underwriter of the Common Stock, nor is it
                an
                Affiliate of an underwriter of the Common
                Stock.

            


    

     

    
      	 	
              4.8

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

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              4.9

            	
              Disclosure
                of Information.
                Such Investor has had an opportunity to receive, and fully and carefully
                review, all information related to the Company and the Securities
                requested by it and to ask questions of and receive answers from
                the
                Company regarding the Company, its business and the terms and conditions
                of the offering of the Securities. Neither such inquiries nor any
                other
                due diligence investigation conducted by such Investor shall modify,
                amend
                or affect such Investor’s right to rely on the Company’s representations
                and warranties contained in this Agreement. Such Investor acknowledges
                that it has received, and fully and carefully reviewed and understands
                all
                of the Transaction Documents, including, but not limited to, the
                Private
                Placement Memorandum describing, among other items, the Company,
                its
                business, its risks, the Securities and the offering of the Securities.
                Investor acknowledges that it has received, and fully and carefully
                reviewed and understands, copies of the SEC Documents, either in
                hard copy
                or electronically through the SEC’s EDGAR system. Such Investor
                understands that its investment in the Securities involves a high
                degree
                of risk. Such Investor’s decision to enter into this Agreement and the
                Registration Rights Agreement has been made based solely on the
                independent evaluation of the Investor and its representatives. Such
                Investor has received such accounting, tax and legal advice from
                Persons
                other than the Company as it has considered necessary to make an
                informed
                investment decision with respect to the acquisition of the
                Securities.

            


    

     

    
      	 	
              4.10

            	
              Restricted
                Securities.
                Such Investor understands that except as provided in the Registration
                Rights Agreement, the sale or re-sale of the Securities has not been
                and
                is not being registered under the Securities Act or any applicable
                state
                securities laws, and the Securities, as applicable, may not be transferred
                unless:

            


    

     

    
      	 	
              (a)

            	
              they
                are sold pursuant to an effective registration statement under the
                Securities Act; or

            


    

     

    
      	 	
              (b)

            	
              they
                are being sold pursuant to a valid exemption from the registration
                requirements of the Securities Act and, if required by the Company,
                such
                Investor shall have delivered to the Company, at the Investor’s sole cost
                and expense, an opinion of counsel that shall be in form, substance
                and
                scope customary for opinions of counsel in comparable transactions
                to the
                effect that the Securities to be sold or transferred may be sold
                or
                transferred pursuant to an exemption from the registration requirements
                of
                the Securities Act, which opinion shall be acceptable to the Company;
                or

            


    

     

    
      	 	
              (c)

            	
              they
                are sold or transferred to an “affiliate” (as defined in Rule 144,
                promulgated under the Securities Act (or a successor rule (“Rule
                144”))
                of such Investor who agrees to sell or otherwise transfer the Securities
                only in accordance with this Section
                4.10
                and who is an accredited investor,
                or

            


    

     

    
      	 	
              (d)

            	
              they
                are sold pursuant to Rule 144.

            


    

     

    Such
      Investor understands that any sale of the Securities made in reliance on Rule
      144 may be made only in accordance with the terms of Rule 144 and other than
      as
      provided in the Transaction Documents, neither the Company nor any other Person
      is under any obligation to register the Securities under the Securities Act
      or
      any state securities laws. Notwithstanding the foregoing or anything else
      contained herein to the contrary, the Securities may be pledged as collateral
      in
      connection with a bona
      fide
      margin
      account or other lending arrangement.

     

    
      	 	
              4.11

            	
              Accredited
                Investor.
                Such Investor is an accredited investor as defined in Rule 501(a)
                of
                Regulation D, as amended, under the Securities Act (“Regulation
                D”).

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              4.12

            	
              No
                General Solicitation.
                Such Investor did not learn of the investment in the Securities as
                a
                result of any public advertising or general solicitation, and is
                not aware
                of any public advertisement or general solicitation in respect of
                the
                Company or its securities.

            


    

     

    
      	 	
              4.13

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

            


    

     

    
      	 	
              4.14

            	
              Prohibited
                Transactions.
                Other
                than with respect to the transactions contemplated herein, since
                the
                earlier to occur of (i) the time that such Investor was first contacted
                by
                the Company, or any other Person regarding an investment in the Company
                and (ii) the thirtieth (30th)
                day prior to the date hereof, neither the Investor nor any Affiliate
                of
                the Investor which (x) had knowledge of the transactions contemplated
                hereby, (y) has or shares discretion relating to the Investor’s
                investments or trading or information concerning such Investor’s
                investments, including in respect of the Securities, or (z) is subject
                to
                the Investor’s review or input concerning such Affiliate’s investments or
                trading decisions (collectively, “Trading
                Affiliates”)
                has, directly or indirectly, nor has any Person acting on behalf
                of, or
                pursuant to, any understanding with such Investor or Trading Affiliate
                effected or agreed to effect any transactions in the securities of
                the
                Company or involving the Company’s securities (a
                “Prohibited
                Transaction”).

            


    

     

    
      	 	
              4.15

            	
              Residency.
                Such Investor is a resident of the jurisdiction set forth in the
                Investor
                Questionnaire provided separately.

            


    

     

    
      	 	
              4.16

            	
              Reliance
                on Exemptions.
                The Investor understands that the Securities are being offered and
                sold to
                it in reliance upon specific exemptions from the registration requirements
                of United States federal and state securities laws and that the Company
                is
                relying upon the truth and accuracy of, and the Investor’s compliance
                with, the representations, warranties, agreements, acknowledgments
                and
                understandings of the Investor set forth herein in order to determine
                the
                availability of such exemptions and the eligibility of the Investor
                to
                acquire the Securities. All of the information which the Investor
                has
                provided to the Company is true, correct and complete as of the date
                this
                Agreement is signed, and if there should be any change in such information
                prior to the Closing, the Investor will immediately provide the Company
                with such information.

            


    

     

    
      	 	
              4.17

            	
              Conflicts.
                The Investor understands that Affiliates and/or employees of the
                Placement
                Agent (i) beneficially own in the aggregate approximately 1,087,920
                shares
                of Common Stock, (ii) will receive the compensation set forth elsewhere
                herein in connection with the Offering, and (iii) may, but are not
                obligated to, purchase Securities in the Offering and any and all
                such
                Securities purchased shall be counted toward the Minimum Amount and
                the
                Maximum Amount.

            


    

     

    
      	
              5.

            	
              COVENANTS
                OF THE COMPANY

            


    

     

    
      	 	
              5.1

            	
              Affirmative
                Covenants. 

            


    

     

    
      	 	
              (a)

            	
              Furnishing
                of Information.
                Until the date that any Investor owning Warrant Shares may sell all
                of
                them under Rule 144 of the Securities Act (or any successor provision)
                without restriction, the Company covenants to use its commercially
                reasonable efforts to (a) 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 date hereof pursuant to the
                Exchange
                Act and (b) make and keep adequate “current public information” (as such
                term is described in Rule 144)
                available.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Rule
                144 Sales.
                In connection with any proposed sale of Warrant Shares pursuant to
                Rule
                144 (or any successor provision) by the Investor, the Company covenants
                that it shall take such reasonable action as the Investor may request
                (including, without limitation, promptly obtaining any required legal
                opinions from Company counsel necessary to effect the sale of Warrant
                Shares under Rule 144 and paying all related fees and expenses of
                such counsel in connection with such opinions), all to the extent
                required
                from time to time to enable such Investor to sell Warrant Shares
                without
                registration under the Securities Act pursuant to the provisions
                of
                Rule 144 under the Securities Act (or any successor provision). The
                Company further covenants to take such action and to provide such
                legal
                opinions within three (3) business days after receipt from such Investor
                (or its representative) of documentation reasonably required by Company
                counsel to provide such opinion. 

            


    

     

    
      	 	
              (c)

            	
              Filing
                of Tax Reports.
                The Company shall, and shall cause each of its Subsidiaries to prepare
                and
                timely file (or obtain extensions in respect thereof and file within
                the
                applicable grace period) all tax returns and tax reports required
                to be
                filed by each of them in all required jurisdictions after the date
                hereof
                pursuant to applicable tax laws. 

            


    

     

    
      	
              6.

            	
              REPRESENTATIONS
                AND WARRANTIES OF THE
                COMPANY.

            


    

     

    The
      Company represents, warrants and covenants to the Investors that:

     

    
      	 	
              6.1

            	
              Organization;
                Execution, Delivery and Performance.

            


    

     

    
      	 	
              (a)

            	
              The
                Company and each 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.
                

            


    

     

    
      	 	
              (b)

            	
              Subsidiaries.
                The Company has no Subsidiaries other than those listed in Schedule
                6.1(b)
                hereto. Except as disclosed in Schedule
                6.1(b)
                hereto 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 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.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	(c)	
              (i) The
                Company has all requisite corporate power and authority to enter
                into and
                perform the Transaction Documents and to consummate the transactions
                contemplated hereby and thereby and to issue the Securities in accordance
                with the terms hereof and thereof;

            


    

     

    
      	 	
              (ii)

            	
              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;

            


    

     

    
      	 	
              (iii)

            	
              each
                of the Transaction Documents has been 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

            


    

     

    
      	 	
              (iv)

            	
              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. 

            


    

     

    
      	 	
              6.2

            	
              Warrants
                Shares Duly Authorized. The
                Warrant Shares will be duly authorized and reserved for future issuance
                and, upon exercise of the Warrants 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
                Person.

            


    

     

    
      	 	
              6.3

            	
              No
                Conflicts.
                Except as disclosed in Schedule
                6.3,
                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 Warrant Shares) will
                not:

            


    

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

            	
              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;
                or

            


    

     

    
      	 	
              (c)

            	
              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.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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 and
      in the Investor Questionnaires, except as required under the Securities Act,
      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 this Agreement or the Warrants in accordance with
      the terms hereof or thereof or to issue and sell the Units, Notes and Warrants
      in accordance with the terms hereof and to issue the Warrant Shares upon
      exercise of the 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.

     

    
      	 	
              6.4

            	
              Capitalization.
                

            


    

     

    
      	 	
              (a)

            	
              As
                of September 15, 2008, the authorized capital stock of the Company
                consists solely of 1,500,000 share of preferred stock, of which no
                shares
                of preferred stock are issued and outstanding and 300,000,000 shares
                of
                Common Stock, of which 70,624,232 shares of
                Common Stock are issued and outstanding, 10,766,336 shares of Common
                Stock
                are reserved for issuance pursuant to options granted under the Company’s
                stock option plan, and 15,966,710 shares are reserved for issuance
                pursuant to securities (other than the Warrants and the warrants
                issued to
                the Placement Agent in the Offering) exercisable for, or convertible
                into
                or exchangeable for shares of Common Stock.


            


    

     

    
      	 	
              (b)

            	
              Except
                as described above, in the SEC Documents or Schedule
                6.4(b)
                annexed hereto, as of September 15,
                2008:

            


    

     

    
      	 	
              (i)

            	
              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;

            


    

     

    
      	 	
              (ii)

            	
              other
                than the Registration Rights Agreement there are no agreements or
                arrangements under which the Company is obligated to register the
                sale of
                any of its securities under the Securities Act (except for the
                registration rights provisions contained herein);
                and

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iii)

            	
              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
                Notes, the Warrants and/or the 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.

            


    

     

    
      	 	
              6.5

            	
              SEC
                Information.

            


    

     

    
      	 	
              (a)

            	
              Except
                as set forth in Schedule
                6.5
                or
                in the SEC Documents, since January 1, 2007, 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, including, but not limited to, all Current Reports
                on Form
                8-K (all of the foregoing filed with the SEC prior to the date hereof
                and
                all exhibits included therein and financial statements and schedules
                thereto and documents incorporated by reference therein, being hereinafter
                referred to herein as the “SEC
                Documents”).
                The SEC Documents have been made available to the Investors via the
                SEC’s
                EDGAR system. Except as set forth on Schedule
                6.5
                to
                this Agreement, 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. In addition, as of each Closing,
                the
                SEC Documents, together with any additional documents filed with
                the SEC
                after the date hereof and through the date of Closing, 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:

            


    

     

    
      	 	
              (i)

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

            


    

     

    
      	 	
              (ii)

            	
              in
                the case of unaudited interim statements, to the extent they may
                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).

            


    

     

    Except
      as
      expressly set forth in the Company Financial Statements, in the SEC Documents
      or
      on Schedule
      6.5,
      the
      Company has no liabilities, contingent or otherwise, other
      than:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (i)

            	
              liabilities
                incurred in the ordinary course of business subsequent to December
                31,
                2007; and

            


    

     

    
      	 	
              (ii)

            	
              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.

            


    

     

    
      	 	
              (b)

            	
              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.

            


    

     

    
      	 	
              (c)

            	
              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 incorporated by reference therein, 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.

            


    

     

    
      	 	
              6.6

            	
              Intellectual
                Property.
                Except as set forth in Schedule
                6.6
                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 the Intellectual Property. The Company has taken reasonable
                security measures to protect the secrecy, confidentiality and value
                of its
                Intellectual Property.

            


    

     

    
      	 	
              6.7

            	
              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, 2007, 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.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              6.8

            	
              Absence
                of Litigation.
                Except as set forth in Schedule
                6.8 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.

            


    

     

    
      	 	
              6.9

            	
              No
                Materially Adverse Contracts, etc.
                Except as set forth in Schedule
                6.9,
                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.

            


    

     

    
      	 	
              6.10

            	
              No
                Material Changes.
                Except as set forth in the SEC Documents, since December 31, 2007,
                there
                has not been:

            


    

     

    
      	 	
              (a)

            	
              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;

            


    

     

    
      	 	
              (b)

            	
              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

            


    

     

    
      	 	
              (c)

            	
              Any
                incurrence of any material liability outside of the ordinary course
                of
                business.

            


    

     

    
      	 	
              6.11

            	
              Labor
                Matters.

            


    

     

    
      	 	
              (a)

            	
              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.

            


    

     

    
      	 	
              (b)

            	
              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.

            


    

     

    
      	 	
              6.12

            	
              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.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              6.13

            	
              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.

            


    

     

    
      	 	
              6.14

            	
              Certain
                Transactions.
                Except as set forth on Schedule
                6.14
                or
                in the SEC Documents, there are no loans, leases, royalty agreements
                or
                other transactions between:

            


    

     

    
      	 	
              (a)

            	
              the
                Company or any of its customers or suppliers;
                and

            


    

     

    
      	 	
              (b)

            	
              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.

            


    

     

    
      	 	
              6.15

            	
              No
                General Solicitation.
                The Company has not, and to the Company’s knowledge no other Person has
                conducted any “general solicitation,” as such term is defined in
                Regulation D promulgated under the Securities Act, with respect to
                any of
                the Securities being offered
                hereby.

            


    

     

    
      	 	
              6.16

            	
              No
                Integrated Offering; Compliance With Prior Sales of
                Securities.
                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 require registration under the Securities
                Act of
                the issuance of the Securities to the Investors. The issuance of
                the
                Securities to the Investors will not be integrated with any other
                issuance
                of the Company’s securities (past, current or future) for purposes of any
                stockholder approval provisions applicable to the Company or its
                securities. All prior sales of the Company’s Securities were made in
                compliance with all Federal and State laws, rules and
                regulations.

            


    

     

    
      	 	
              6.17

            	
              No
                Brokers.
                Except as set forth in Section
                10.1,
                the Company has taken no action which would give rise to any claim
                by any
                person for brokerage commissions, transaction fees or similar payments
                relating to this Agreement or the transactions contemplated
                hereby. 

            


    

     

    
      	 	
              6.18

            	
              ERISA.
                The Company has not made or currently makes no contributions to any
                employee pension benefit plan for its employees which plan is subject
                to
                the Employee Retirement Income Security Act of l974, as amended from
                time
                to time (“ERISA”).

            


    

     

    
      	 	
              6.19

            	
              Title
                to Property.
                The Company holds no title in fee simple to any real property. The
                Company
                holds good and marketable title to all personal property owned by
                it which
                is material to the business of the Company, in each case free and
                clear of
                all Liens, except such as are described in Schedule
                6.1(b).
                Any real property and facilities held under lease by the Company
                is held
                under valid, subsisting and enforceable leases against the
                Company.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              6.20

            	
              Insurance.
                Except as set forth on Schedule
                6.20
                and for Directors’ and Officers’ liability insurance, the Company does not
                carry any insurance policies.

            


    

     

    
      	 	
              6.21

            	
              Internal
                Controls.
                Except as set forth in Schedule
                6.21
                or
                the SEC Documents, the Company is
                in material compliance with the provisions of the Sarbanes-Oxley
                Act
                of
                2002 currently applicable to the Company that are effective as of
                the date
                hereof and the Company maintains
                a system of internal accounting controls sufficient to provide reasonable
                assurance that:

            


    

     

    
      	 	
              (a)

            	
              transactions
                are executed in accordance with management's general or specific
                authorizations;

            


    

     

    
      	 	
              (b)

            	
              transactions
                are recorded as necessary to permit preparation of financial statements
                in
                conformity with GAAP and to maintain asset
                accountability;

            


    

     

    
      	 	
              (c)

            	
              access
                to assets is permitted only in accordance with management's general
                or
                specific authorization; and

            


    

     

    
      	 	
              (d)

            	
              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-14 and 15d-14) for the Company and designed such
      disclosure controls and procedures to ensure that material information relating
      to the Company is made known to the certifying officers by others within those
      entities, particularly during the period in which the Company’s most recently
      filed period 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 controls and procedures as of the end of the period covered by
      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
      disclosure controls and procedures based on their evaluations as of the
      Evaluation Date. Since the Evaluation Date and except as set forth in the SEC
      Documents, there have been no changes in the Company’s internal controls as such
      term is defined in Item 308 of Regulation S-K) over financial reporting that
      have materially affected, or are reasonably likely to materially affect, the
      Company’s internal controls over financial reporting.

     

    
      	 	
              6.22

            	
              Books
                and Records.
                The books of account, ledgers, order books, records and documents
                of the
                Company accurately and completely reflect all material information
                relating to the businesses of the Company, the location and collection
                of
                its assets, and the nature of all transactions giving rise to the
                obligations or accounts receivable of the
                Company.

            


    

     

    
      	 	
              6.23

            	
              FCPA
                Matters.
                Neither the Company, nor to the Knowledge of the Company any director,
                officer, agent, employee or other person acting on behalf of the
                Company
                has, in the course of his or her actions for, or on behalf of, the
                Company:

            


    

     

    
      	 	
              (a)

            	
              used
                any corporate funds for any unlawful contribution, gift, entertainment
                or
                other unlawful expenses relating to political
                activity;

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              made
                any direct or indirect unlawful payment to any foreign or domestic
                government official or employee from corporate
                funds;

            


    

     

    
      	 	
              (c)

            	
              violated
                or is in violation of any provision of the U.S. Foreign
                Corrupt Practices Act
                of
                1977, as amended; or

            


    

     

    
      	 	
              (d)

            	
              made
                any bribe, rebate, payoff, influence payment, kickback or other unlawful
                payment to any foreign or domestic governmental or private official
                or
                person.

            


    

     

    
      	 	
              6.24

            	
              Form
                D; Blue Sky Laws.
                The Company shall file a Form D with respect to the Securities as
                required
                under Regulation D and to provide a copy thereof to the Placement
                Agent,
                promptly after such filing. The Company shall assist the Placement
                Agent’s
                legal counsel, on or before the Closing Date, in qualifying the Securities
                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.

            


    

     

    
      	 	
              6.25

            	
              Public
                Information.
                Public
                Information.
                At any time during the period commencing from the six (6) month
                anniversary of the First Closing Date and ending at such time that
                all of
                the Warrant Shares can be sold either pursuant to a registration
                statement, or if a registration statement is not available for the
                resale
                of all of such securities, may be sold without the requirement for
                the
                Company to be in compliance with Rule 144(c)(1) and otherwise without
                restriction or limitation pursuant to Rule 144, if the Company shall
                fail
                for any reason or no reason to satisfy the current public information
                requirement under Rule 144(c) (a “Public
                Information Failure”)
                then, as a remedy for the damages to any holder of Securities by
                reason of
                any such delay in or reduction of its ability to sell the Warrant
                Shares
                (which remedy shall not be exclusive of any other remedies available),
                including, without limitation, specific performance), the Company
                shall
                pay to each holder of Warrant Shares who is not eligible to sell
                all of
                his, her or its Warrant Shares pursuant to Rule 144 as a result of
                such
                Public Information Failure an amount in cash, as liquidated damages
                and
                not as a penalty equal to two (2%) percent of the aggregate Purchase
                Price
                of such holder’s Securities on the day of a Public Information Failure and
                on every thirtieth (30th) day (pro rated for periods totalling less
                than
                thirty (30) days) thereafter until the earlier of (i) the date such
                Public
                Information Failure is cured and (ii) such time that such public
                information is no longer required pursuant to Rule 144. The payments
                to
                which a holder shall be entitled pursuant to this Section
                6.25
                are referred to herein as “Public Information Failure Payments.” Public
                Information Failure Payments shall be paid on the earlier of (I)
                the last
                day of the calendar month during which such Public Information Failure
                Payments are incurred and (II) the fifth (5th) Business Day after
                the
                event or failure giving rise to the Public Information Failure Payments
                is
                cured. The parties agree that the maximum aggregate amount of Public
                Information Failure Payments payable to any Holder by the Company
                shall be
                ten (10%) percent of the aggregate Purchase Price of such holder’s
                Securities. In the event the Company fails to make Public Information
                Failure Payments in a timely manner, such Public Information Failure
                Payments shall bear interest at the rate of two (2%) percent per
                month
                (prorated for partial months) until paid in
                full.

            


    

     

    
      	 	
              6.26

            	
              Registration
                Rights.
                Except as contemplated pursuant to this Agreement or as set forth
                on
                Schedule
                6.26
                to
                this Agreement or in the SEC Documents, the Company has not granted
                or
                agreed to grant to any Person any rights (including “piggy-back”
                registration rights) to have any securities of the Company registered
                pursuant to the Registration Rights Agreement that have not been
                satisfied
                or expressly waived, in writing, by the Person who has such registration
                rights.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              6.27

            	
              Ranking
                of Notes.
                Except as set forth on Schedule
                6.27,
                no Indebtedness of the Company (and/or Subsidiary) ranks senior to
                or pari
                passu with the Notes in right of
                payment.

            


    

     

    
      	 	
              6.28

            	
              Indebtedness
                of the Company.
                Schedule
                6.28
                sets forth a complete and correct list of all outstanding Indebtedness
                of
                the Company (including a description of the obligors and obligees,
                principal amount outstanding and collateral therefor, if any, and
                guaranty
                thereof, if any). The Company is not in default and no waiver of
                default
                is currently in effect in the payment of any principal or interest
                on any
                Indebtedness of the Company, and no event or condition exists with
                respect
                to any Indebtedness of the Company that would permit (or that with
                notice
                or the lapse of time, or both, would permit) one or more Persons
                to cause
                such Indebtedness to become due and payable before its stated maturity
                or
                before its regularly scheduled dates of
                payment.

            


    

     

    
      	
              7.

            	
              TRANSFER
                RESTRICTIONS.

            


    

     

    
      	 	
              7.1

            	
              Transfer
                or Resale.
                Except
                as provided in the Registration Rights Agreement, the resale of the
                Securities by the Investor has not been and will not be registered
                under
                the Securities Act or any applicable state securities laws, and none
                of
                the Securities may be transferred or sold by the Investor unless:
                

            


    

     

    
      	 	
              (a)

            	
              they
                are sold pursuant to an effective registration statement under the
                Securities Act;

            


    

     

    
      	 	
              (b)

            	
              they
                are being sold pursuant to a valid exemption from the registration
                requirements of the Securities Act and, if required by the Company,
                the
                Investor shall have delivered to the Company, at the Investor’s sole cost
                and expense, an opinion of counsel that shall be in form, substance
                and
                scope customary for opinions of counsel in comparable transactions
                to the
                effect that the Securities to be sold or transferred may be sold
                or
                transferred pursuant to an exemption from the registration requirements
                of
                the Securities Act, which opinion shall be acceptable to the
                Company;

            


    

     

    
      	 	
              (c)

            	
              the
                Securities are sold or transferred to an “affiliate” (as defined in Rule
                144) of the Investor who agrees to sell or otherwise transfer the
                Securities only in accordance with this Section
                7.1
                and who is an Accredited Investor;
                or

            


    

     

    
      	 	
              (d)

            	
              the
                Securities are sold pursuant to Rule
                144.

            


    

     

    
      	 	
              7.2

            	
              Transfer
                Agent Instructions.
                The Company shall issue irrevocable instructions to its transfer
                agent,
                substantially in the form attached hereto as Exhibit
                G,
                to issue certificates, registered in the name of each Investor or
                its
                nominee, for any Warrant Shares in such amounts as specified from
                time to
                time by each Investor to the Company upon exercise of the Warrants
                in
                accordance with the terms thereof (the “Irrevocable
                Transfer Agent Instructions”).
                Prior to registration of the Warrant Shares under the Securities
                Act or
                the date on which the Warrant Shares may be sold pursuant to Rule
                144
                without any restriction as to the number of securities as of a particular
                date that can then be immediately sold, all such certificates shall
                bear
                the restrictive legend specified in Section
                3.2
                of
                this Agreement. Nothing in this Section shall affect in any way the
                Investor’s obligations and agreement set forth in Section
                7.1
                hereof to comply with all applicable prospectus delivery requirements,
                if
                any, upon re-sale of the Securities. If an Investor provides the
                Company
                with a customary opinion of counsel, that shall be in form, substance
                and
                scope reasonably acceptable to the Company, to the effect that a
                public
                sale or transfer of such Securities may be made without registration
                under
                the Securities Act and such sale or transfer is effected, the Company
                shall permit the transfer, and, in the case of the Warrant Shares,
                promptly instruct its transfer agent to issue one or more certificates,
                free from restrictive legend, in such name and in such denominations
                as
                specified by such Investor. The Company acknowledges that a breach
                by it
                of its obligations hereunder will cause irreparable harm to the Investors,
                by vitiating the intent and purpose of the transactions contemplated
                hereby. Accordingly, the Company acknowledges that the remedy at
                law for a
                breach of its obligations under this Section
                7.2
                may be inadequate and agrees, in the event of a breach or threatened
                breach by the Company of the provisions of this Section
                7.2,
                that the Investors shall be entitled, in addition to all other available
                remedies, to an injunction restraining any breach and requiring immediate
                transfer, without the necessity of showing economic loss and without
                any
                bond or other security being
                required.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              8.

            	
              CONDITIONS
                TO EACH CLOSING OF THE
                INVESTORS.

            


    

     

    The
      obligation of an Investor to purchase the Units at any Closing at which such
      Investor is purchasing Units is subject to the fulfillment to such Investor’s
      satisfaction, on or prior to such applicable Closing Date, of the following
      conditions, any of which may be waived by such Investor (as to itself
      only):

     

    
      	 	
              8.1

            	
              Representations
                and Warranties.
                The representations and warranties made by the Company in Section
                8
                hereof qualified as to materiality shall be true and correct at all
                times
                prior to and on the applicable 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 made by
                the
                Company in Section
                8
                hereof not qualified as to materiality shall be true and correct
                in all
                material respects at all times prior to and on the applicable 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. The Company shall have performed in all material respects
                all obligations and covenants herein required to be performed by
                it on or
                prior to the applicable Closing
                Date.

            


    

     

    
      	 	
              8.2

            	
              Approvals.
                The Company shall have obtained any and all consents, permits, approvals,
                registrations and waivers necessary or appropriate for consummation
                of the
                purchase and sale of the Securities and the consummation of the other
                transactions contemplated by the Transaction Documents, all of which
                shall
                be in full force and effect. 

            


    

     

    
      	 	
              8.3

            	
              Judgments,
                Etc.
                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.

            


    

     

    
      	 	
              8.4

            	
              Stop
                Orders.
                No stop order or suspension of trading shall have been imposed by
                the SEC
                or any other governmental or regulatory body having jurisdiction
                over the
                Company or the market(s) where the Common Stock is listed or quoted,
                with
                respect to public trading in the Common
                Stock.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              8.5

            	
              Executive
                Agreements.
                The Company shall have entered into an agreement with each of the
                Executives (the “Executive
                Agreements”),
                substantially the form attached hereto as Exhibits
                H-1
                and H-2.

            


    

     

    
      	 	
              8.6

            	
              Company
                CEO/CFO Certificate.
                The Company shall have delivered a Certificate, executed on behalf
                of the
                Company by its Chief Executive Officer or its Chief Financial Officer,
                dated as of the applicable Closing Date, certifying to the fulfillment
                of
                the conditions specified in Subsections
                8.1, 8.3 and 8.4
                hereof.

            


    

     

    
      	 	
              8.7

            	
              Company
                Secretary Certificate.
                The Company shall have delivered a Certificate, executed on behalf
                of the
                Company by its Secretary, dated as of the First Closing Date, certifying
                the resolutions adopted by the Board of Directors of the Company
                approving
                the transactions contemplated by this Agreement and the other Transaction
                Documents and the issuance of the Securities, certifying the current
                versions of the Certificate of Incorporation and Bylaws of the Company
                and
                certifying as to the signatures and authority of persons signing
                the
                Transaction Documents and related documents on behalf of the Company.
                The
                foregoing certificate shall only be required to be delivered on the
                First
                Closing Date, unless any material information contained in the certificate
                has changed.

            


    

     

    
      	 	
              8.8

            	
              Opinion
                of Counsel.
                The Investors and the Placement Agent shall have received an opinion
                from
                Lowenstein Sandler PC, the Company’s legal counsel, dated as of each
                Closing Date, in such form and substance as agreed to by the Company
                and
                the Placement Agent.

            


    

     

    
      	 	
              8.9

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

            


    

     

    
      	 	
              8.10

            	
              Security
                Agreement.
                The Company shall have executed and delivered the Security
                Agreement.

            


    

     

    
      	 	
              8.11

            	
              Default
                Agreement.
                The Company shall have executed and delivered the Default
                Agreement.

            


    

     

    
      	 	
              8.12

            	
              Escrow
                Agreements.
                The Company shall have executed and delivered the Escrow Agreement
                and the
                Deposit Account Agreement.

            


    

     

    
      	 	
              8.13

            	
              10b-5
                Letters.
                The Company shall have delivered to the Placement Agent, a representation
                letter, in form and substance as mutually agreed by the Company and
                the
                Placement Agent, from each of the Company’s officers and directors,
                addressed to the Company.

            


    

     

    
      	 	
              8.14

            	
              Note
                and Warrants.
                The Company shall have delivered the Notes and Warrants being sold
                at the
                applicable Closing.

            


    

     

    
      	
              9.

            	
              CONDITIONS
                TO EACH CLOSING OF THE
                COMPANY.

            


    

     

    The
      obligations of the Company to effect the transactions contemplated by this
      Agreement are subject to the fulfillment at or prior to the applicable Closing
      Date of the conditions listed below.

     

    
      	 	
              9.1

            	
              Representations
                and Warranties.
                The representations and warranties made by the Investors in Section
                4
                shall be true and correct in all material respects at the time of
                Closing
                as if made on and as of such
                date.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              9.2

            	
              Corporate
                Proceedings.
                All corporate and other proceedings required to be undertaken by
                the
                Investor in connection with the transactions contemplated hereby
                shall
                have occurred and all documents and instruments incident to such
                proceedings shall be reasonably satisfactory in substance and form
                to the
                Company.

            


    

     

    
      	 	
              9.3

            	
              Agreements.
                Such Investor shall have completed and executed this Agreement, the
                Registration Rights Agreement and the investor questionnaire, and
                delivered the same to the Company

            


    

     

    
      	 	
              9.4

            	
              Purchase
                Price.
                The Investors shall have delivered or caused to be delivered the
                Purchase
                Price to the Company.

            


    

     

    
      	 	
              9.5

            	
              Minimum
                Amount.
                The Minimum Amount shall have been
                raised.

            


    

     

    
      	 	
              9.6

            	
              Payment
                of Expenses.
                The Company shall have delivered checks or initiated wire transfers
                to
                Lowenstein Sandler PC for its fees and
                expenses.

            


    

     

    
      	
              10.

            	
              MISCELLANEOUS.

            


    

     

    
      	 	
              10.1

            	
              Compensation
                of Placement Agent, Brokers, etc.
                The Investor acknowledges that it is fully aware that the Placement
                Agent
                will receive from the Company, in consideration of its services as
                placement agent in respect of the offer and sale of the Units contemplated
                hereby:

            


    

     

    
      	 	
              (a)

            	
              a
                success fee of ten (10%) percent of the aggregate Purchase Price
                of the
                Units sold at each Closing, payable in cash (five (5%) percent of
                the
                Purchase Price of the Units sold to investors introduced by the Company,
                up to the sale of $500,000 of Units);
                and

            


    

     

    
      	 	
              (b)

            	
              a
                warrant to purchase a number of shares of Common Stock equal fifteen
                (15%)
                of the number of Warrant Shares underlying the Units sold in the
                Offering,
                at exercise price per share of $0.09, subject to adjustment, which
                expire
                on December 31, 2013.

            


    

     

    In
      addition, the Investor acknowledges that it is aware that the Placement Agent
      will receive from the Company (i) a non-accountable expense allowance equal
      to
      one and one-half (1.5%) percent of the gross proceeds from the sale of the
      Units
      at each Closing and (ii) payment of all of its accountable fees and expenses
      including, but not limited to, all legal fees and expenses incurred in
      connection with the Offering.

     

    
      	 	
              10.2

            	
              Notices.
                All notices, requests, demands and other communications provided
                in
                connection with this Agreement shall be in writing and shall be deemed
                to
                have been duly given at the time when hand delivered, delivered by
                express
                courier, or sent by facsimile (with receipt confirmed by the sender’s
                transmitting device) in accordance with the contact information provided
                below or such other contact information as the parties may have duly
                provided by notice.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              (a)

            	
              The
                Company:

            
	 	 
	 	
              Manhattan
                Pharmaceuticals, Inc.

            
	 	
              48
                Wall Street, Suite 1100

            
	 	
              New
                York, NY 10005

            
	 	
              Facsimile:
                (212) 582-3957

            
	 	
              Attention:
                Doug Abel

            
	 	
              Chief
                Executive Officer

            
	 	 
	 	
              With
                a copy to:

            
	 	 
	 	
              Lowenstein
                Sandler PC

            
	 	
              65
                Livingston Avenue

            
	 	
              Roseland,
                NJ 07068-1791

            
	 	
              Facsimile:
                (973) 597-2445

            
	 	
              Attention:
                Anthony Pergola, Esq.

            
	 	 
	
              (b)

            	
              The
                Investors:

            
	 	 
	 	
              As
                per the contact information provided on the signature page
                hereof.

            
	 	 
	
              (c)

            	
              The
                Placement Agent:

            
	 	 
	 	
              [l]

            
	 	 
	 	
              With
                a copy to:

            
	 	 
	 	
              Gusrae,
                Kaplan, Bruno & Nusbaum PLLC

            
	 	
              120
                Wall Street 

            
	 	
              New
                York, NY 10005

            
	 	
              Facsimile:
                (212) 809-5449

            
	 	
              Attention:
                Lawrence G. Nusbaum, Esq.

            


    

     

    
      	 	
              10.3

            	
              Survival
                of Representations and Warranties.

            


    

     

    Each
      party hereto covenants and agrees that the representations and warranties
      of
      such
      party contained in this Agreement shall survive the Closing. 

     

    
      	 	
              10.4

            	
              Indemnification.

            


    

     

    
      	 	
              (a)

            	
              The
                Company expressly and irrevocably agrees to indemnify and hold harmless
                each Investor and its Affiliates and their respective directors,
                officers,
                employees and agents (the “Investor
                Indemnitees”)
                from and against any and all losses, claims, damages, liabilities
                and
                expenses (including without limitation reasonable attorney fees and
                disbursements and other expenses as and when incurred in connection
                with
                investigating, preparing or defending any action, claim or proceeding,
                pending or threatened and the costs of enforcement thereof) (collectively,
                “Losses”)
                to which such Investor Indemnitees may become subject as a result
                of any
                breach of representation, warranty, covenant or agreement made by
                the
                Company under the Transaction Documents and will reimburse any such
                Investor Indemnitees for all such amounts as they are incurred by
                such
                Investor Indemnitees.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Each
                Investor agrees to indemnify and hold harmless the Company and its
                Affiliates and their respective directors, officers, employees and
                agents
                (collectively, the “Company
                Indemnitees”)
                from and against any and all Losses to which such Company Indemnitees
                may
                become subject as a result of any breach of representation, warranty,
                covenant or agreement made by or to be performed on the part of such
                Investors under the Transaction Documents, and will reimburse any
                such
                Company Indemnitees for all such amounts as they are incurred by
                such
                Company Indemnitees.

            


    

     

    
      	 	
              (c)

            	
              Promptly
                after receipt by any Investor Indemnitees or Company Indemnitees,
                as
                applicable, of notice of any demand, claim or circumstances which
                would or
                might give rise to a claim or the commencement of any action, proceeding
                or investigation in respect of which indemnity may be sought pursuant
                to
                Section
                10.4,
                such Investor Indemnitees or Company Indemnitees, as applicable,
                shall
                promptly notify the other Party in writing and such other Party shall
                assume the defense thereof, including the employment of counsel reasonably
                satisfactory to such Investor Indemnitees or Company Indemnitees,
                as
                applicable, and shall assume the payment of all fees and expenses;
                provided,
                however, that
                the failure of any Investor Indemnitees or Company Indemnitees, as
                applicable, so to notify the other Party shall not relieve the other
                Party
                of its obligations hereunder except to the extent that the other
                Party is
                materially prejudiced by such failure to notify. In any such proceeding,
                any Investor Indemnitees or Company Indemnitees, as applicable, shall
                have
                the right to retain its own counsel, but the fees and expenses of
                such
                counsel shall be at the expense of such Investor Indemnitees or Company
                Indemnitees, as applicable, unless:

            


    

     

    
      	 	
              (i)

            	
              the
                Parties shall have mutually agreed to the retention of such counsel;
                or

            


    

     

    
      	 	
              (ii)

            	
              in
                the reasonable judgment of counsel to such Investor Indemnitees or
                Company
                Indemnitees, as applicable, representation of both parties by the
                same
                counsel would be inappropriate due to actual or potential differing
                interests between them.

            


    

     

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              10.5

            	
              Entire
                Agreement.
                This Agreement and the other Transaction Documents contain the entire
                agreement between the Company and each Investor in respect of the
                subject
                matter contained herein and supersedes all prior agreements and
                understandings of the parties, oral and written, with respect to
                the
                subject matter contained herein.

            


    

     

    
      	 	
              10.6

            	
              Third
                Party Beneficiaries.
                This Agreement is intended for the benefit of the parties hereto
                and their
                respective permitted successors and assigns, and
                is
                not for the benefit of, nor may any provision hereof be enforced
                by, any
                other person.

            


    

     

    
      	 	
              10.7

            	
              Successors
                and Assigns.
                This Agreement shall be binding upon and inure to the benefit of
                the
                parties and their successors and assigns. Neither the Company nor
                any
                Investor shall assign this Agreement or any rights or obligations
                hereunder without the prior written consent of the
                other.

            


    

     

    
      	 	
              10.8

            	
              Independent
                Nature of Investors’ Obligations and Rights.
                The obligations of each Investor under any Transaction Document are
                several and not joint with the obligations of any other Investor,
                and
                neither the Company nor any other Investor shall be responsible in
                any way
                for the performance of the obligations of any other Investor under
                any
                Transaction Document. Nothing contained herein or in any other Transaction
                Document, and no action taken by any Investor pursuant hereto or
                thereto,
                shall be deemed to constitute the Investors as a partnership, an
                association, a joint venture or any other kind of entity, or create
                a
                presumption that the Investors are in any way acting in concert or
                as a
                group with respect to such obligations or the transactions contemplated
                by
                the Transaction Documents and the Company acknowledges that the Investors
                are not acting in concert or as a group with respect to such obligations
                or the transactions contemplated by the Transaction Documents. Each
                Investor confirms that it has independently participated in the
                negotiation of the transaction contemplated hereby with the advice
                of its
                own counsel and advisors. Each Investor shall be entitled to independently
                protect and enforce its rights, including, without limitation, the
                rights
                arising out of this Agreement or out of any other Transaction Document,
                and it shall not be necessary for any other Investor to be joined
                as an
                additional party in any proceeding for such
                purpose.

            


    

     

    
      	 	
              10.9

            	
              Publicity.
                The Company and [l]
                shall have the right to review a reasonable period
                of time
                before issuance of any press releases or any other public statements
                with
                respect to the transactions contemplated hereby; provided,
                however,
                that the Company shall be entitled, without the prior approval of
[l]
                or the Investors, to make any press release or SEC or other
                regulatory filings with respect to such transactions as is expressly
                required by applicable law and regulations (although [l]
                shall be consulted by the Company in connection with any press
                release prior to its release and shall be provided with a copy thereof
                and
                be given an opportunity to comment thereon). No Investor shall issuance
                any press release or public statement with respect to the transactions
                contemplated hereby without the prior written approval of the
                Company.

            


    

     

    
      	 	
              10.10

            	
              Binding
                Effect; Benefits.
                This Agreement and all the provisions hereof shall be binding upon
                and
                inure to the benefit of the parties hereto and their respective successors
                and permitted assigns; nothing in this Agreement, expressed or implied,
                is
                intended to confer on any persons other than the parties hereto or
                their
                respective successors and permitted assigns, any rights, remedies,
                obligations or liabilities under or by reason of this
                Agreement.

            


    

     

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              10.11

            	
              Amendment;
                Waivers.
                All modifications, amendments or waivers to this Agreement shall
                require
                the written consent of both the Company and a majority in interest
                of the
                Investors (based on the number of Units purchased
                hereunder).

            


    

     

    
      	 	
              10.12

            	
              Governing
                Law; Consent to Jurisdiction; Waiver of Jury Trial.
                This Agreement shall be governed by, and construed solely and exclusively
                in accordance with, the internal laws of the State of New York without
                regard to the choice of law principles thereof. Each of the parties
                hereto
                irrevocably submits to the sole and exclusive jurisdiction of the
                courts
                of the State of New York located in New York County and the United
                States
                District Court for the Southern District of New York for the purpose
                of
                any suit, action, proceeding or judgment relating to or arising out
                of
                this Agreement and the transactions contemplated hereby (a “Proceeding”).
                Each of the parties hereto irrevocably consents to the sole and exclusive
                jurisdiction of any such court in any such Proceeding and to the
                laying of
                venue in such court. Each party hereto expressly and irrevocably
                waives
                any objection to the laying of venue of any such Proceeding brought
                in
                such courts and irrevocably waives any claim that any such Proceeding
                brought in any such court has been brought in an inconvenient forum.
                The
                successful party in any Proceeding shall be entitled to its legal
                fees and
                expenses from the losing party. EACH
                OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY
                IN ANY
                LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL
                HAS
                BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

            


    

     

    
      	 	
              10.13

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

            


    

     

    
      	 	
              10.14

            	
              Counterparts.
                This agreement may be executed in any number of counterparts, each
                of
                which shall be deemed to be an original, and all of which shall constitute
                one and the same document. in the event that any signature (including
                a
                financing signature page) 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.

            


    

     

    
      	 	
              10.15

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

            


    

     

    
      	 	
              10.16

            	
              Use
                of Proceeds.
                The Company agrees, represents, warranties and covenants that it
                shall use
                the net proceeds received in the Offering expressly as set forth
                in the
                Private Placement Memorandum.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [SIGNATURE
      PAGES IMMEDIATELY FOLLOW]

     

    IN
      WITNESS WHEREOF,
      the
      undersigned Investors and the Company have caused this Securities Purchase
      Agreement to be duly executed as of the date first above written.

    


    
      	 	
              MANHATTAN
                PHARMACEUTICALS, INC.

            
	 	
                

            	 
	
               

            	
              By:  

            	
              /s/
                Michael McGuinness

            
	
               

            	
              Name:
                Michael McGuinness

              Title:
                Chief Financial Officer

            


    

     

    
      	
               

            	
              INVESTORS:

              The
                Investors executing the Signature Page in the form attached hereto
                as
                Annex
                A
                and delivering the same to the Company or its agents shall be deemed
                to
                have executed this Agreement and agreed to the terms
                hereof.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Annex
      A

     

    Securities
      Purchase Agreement

     

    Investor
      Counterpart Signature Page

     

    The
      undersigned, desiring to:

     

    
      	 	
              (a)

            	
              enter
                into this Securities Purchase Agreement dated as of November 19, 2008
                (the “Agreement”),
                between the undersigned, Manhattan Pharmaceuticals, Inc., a Delaware
                corporation (the “Company”),
                and the other parties thereto, in or substantially in the form furnished
                to the undersigned; and

            


    

     

    
      	 	
              (b)

            	
              purchase
                the securities of the Company as set forth
                below,

            


    

     

    hereby
      agrees to purchase such securities from the Company as of the Closing and
      further agrees to join the Agreement as a party thereto, with all the rights
      and
      privileges appertaining thereto, and to be bound in all respects by the terms
      and conditions thereof. The undersigned specifically acknowledges having read
      the representations in the Purchase Agreement section entitled “Representations,
      Warranties and Acknowledgments of the Investors,” and hereby represent that the
      statements contained therein are complete and accurate with respect to the
      undersigned as an Investor. The undersigned further hereby agrees that execution
      by the undersigned of this Investor Counterpart Signature Page shall constitute
      an agreement to be bound by the terms and conditions of each of the Agreement
      and the Registration Rights Agreement, with the same effect as if such separate,
      but related agreement, was separately signed.

     

    Purchaser
      herby elects to purchase a total of 40 Units at a price of $5,000 per Unit.
      (Each Unit consisting of Notes and Warrants to purchase Warrant
      Shares)

     

    
      	
              IF
                AN ENTITY:

            	
              IF
                AN INDIVIDUAL:

            
	 	 
	
              Print
                Name of Entity: 

            	
              Print
                Name: Neel B. Ackerman 

            
	
               

            	 
	
              Signature: 

            	
              Signature: /s/
                Neel B. Ackerman

            
	
               

            	 
	
              Date: 

            	
              Date:
                October 27, 2008 

            
	
               

            	 
	
              Print
                Name: 

            	
              Co-Investor
                Print Name: Martha N. Ackerman

            
	
               

            	 
	
              Title: 

            	
              Co-Investor
                Signature: /s/ Martha N. Ackerman

            
	 	 
	 	
              Date:
                October 27, 2008

            


    

     

    Purchaser
      herby elects to purchase a total of 5 Units at a price of $5,000 per Unit.
      (Each
      Unit consisting of Notes and Warrants to purchase Warrant Shares)

     

    
      	
              IF
                AN ENTITY:

            	
              IF
                AN INDIVIDUAL:

            
	 	 
	
              Print Name of Entity:

            	
              Stephen
                M. Burnich Revocable Trust u/a 10/08/04

            	
              Print
                Name: 

            
	
               

            	 
	
              Signature: /s/
                Stephen M. Burnich

            	
              Signature: 

            
	
               

            	 
	
              Date: October
                29, 2008

            	
              Date: 

            
	
               

            	 
	
              Print
                Name: Stephen M. Burnich 

            	
              Co-Investor
                Print Name: 

            
	
               

            	 
	
              Title: Trustee

            	
              Co-Investor
                Signature: 

            
	 	 
	 	
              Date:
                 

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Purchaser
      herby elects to purchase a total of 10 Units at a price of $5,000 per Unit.
      (Each Unit consisting of Notes and Warrants to purchase Warrant
      Shares)

     

    
      	
              IF
                AN ENTITY:

            	
              IF
                AN INDIVIDUAL:

            
	 	 
	
              Print
                Name of Entity: 

            	
              Print
                Name: Ennio De Pianto 

            
	
               

            	 
	
              Signature: 

            	
              Signature: /s/
                Ennio De Pianto

            
	
               

            	 
	
              Date: 

            	
              Date: October
                29, 2008

            
	
               

            	 
	
              Print
                Name: 

            	
              Co-Investor
                Print Name: 

            
	
               

            	 
	
              Title: 

            	
              Co-Investor
                Signature: 

            
	 	 
	 	
              Date:
                 

            


    

     

    Purchaser
      herby elects to purchase a total of 5 Units at a price of $5,000 per Unit.
      (Each
      Unit consisting of Notes and Warrants to purchase Warrant Shares)

     

    
      	
              IF
                AN ENTITY:

            	
              IF
                AN INDIVIDUAL:

            
	 	 
	
              Print
                Name of Entity: 

            	
              Print
                Name: Matthew Ernst 

            
	
               

            	 
	
              Signature: 

            	
              Signature: /s/
                Matthew Ernst

            
	
               

            	 
	
              Date: 

            	
              Date: October
                29, 2008

            
	
               

            	 
	
              Print
                Name: 

            	
              Co-Investor
                Print Name: 

            
	 	 
	
              Title: 

            	
              Co-Investor
                Signature: 

            
	 	 
	 	
              Date:
                 

            


    

     

    Purchaser
      herby elects to purchase a total of 5 Units at a price of $5,000 per Unit.
      (Each
      Unit consisting of Notes and Warrants to purchase Warrant Shares)

     

    
      	
              IF
                AN ENTITY:

            	
              IF
                AN INDIVIDUAL:

            
	 	 
	
              Print
                Name of Entity: John
                M. Goodman Living Trust

            	
              Print
                Name: 

            
	
               

            	 
	
              Signature: /s/
                John M. Goodman

            	
              Signature: 

            
	
               

            	 
	
              Date: November
                4, 2008

            	
              Date: 

            
	 	 
	
              Print
                Name: John M. Goodman 

            	
              Co-Investor
                Print Name: 

            
	
               

            	 
	
              Title: Trustee

            	
              Co-Investor
                Signature: 

            
	
               

            	 
	 	
              Date:
                 

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Purchaser
      herby elects to purchase a total of 5 Units at a price of $5,000 per Unit.
      (Each
      Unit consisting of Notes and Warrants to purchase Warrant Shares)

     

    
      	
              IF
                AN ENTITY:

            	
              IF
                AN INDIVIDUAL:

            
	 	 
	
              Print
                Name of Entity: 

            	
              Print
                Name: Leon Kanner 

            
	
               

            	 
	
              Signature: 

            	
              Signature: /s/
                Leon Kanner

            
	
               

            	 
	
              Date: 

            	
              Date:
                October 29, 2008 

            
	
               

            	 
	
              Print
                Name: 

            	
              Co-Investor
                Print Name: Rosemary
                Kanner

            
	
               

            	 
	
              Title: 

            	
              Co-Investor
                Signature: /s/
                Rosemary Kanner

            
	 	 
	 	
              Date:
                October 29, 2008

            


    

     

    Purchaser
      herby elects to purchase a total of 2 Units at a price of $5,000 per Unit.
      (Each
      Unit consisting of Notes and Warrants to purchase Warrant Shares)

     

    
      	
              IF
                AN ENTITY:

            	
              IF
                AN INDIVIDUAL:

            
	 	 
	
              Print
                Name of Entity: 

            	
              Print
                Name: Richard Kindt 

            
	
               

            	 
	
              Signature: 

            	
              Signature: /s/
                Ricahrd Kindt

            
	
               

            	 
	
              Date: 

            	
              Date:
                October 29, 2008

            
	
               

            	 
	
              Print
                Name: 

            	
              Co-Investor
                Print Name: 

            
	
               

            	 
	
              Title: 

            	
              Co-Investor
                Signature: 

            
	 	 
	 	
              Date:
                 

            


    

     

    Purchaser
      herby elects to purchase a total of 10 Units at a price of $5,000 per Unit.
      (Each Unit consisting of Notes and Warrants to purchase Warrant
      Shares)

     

    
      	
              IF
                AN ENTITY:

            	
              IF
                AN INDIVIDUAL:

            
	 	 
	
              Print
                Name of Entity: 

            	
              Print
                Name: Douglas E. Pritchett 

            
	
               

            	 
	
              Signature: 

            	
              Signature: /s/
                Douglas E. Pritchett

            
	
               

            	 
	
              Date: 

            	
              Date:
                October 31, 2008

            
	
               

            	 
	
              Print
                Name: 

            	
              Co-Investor
                Print Name: 

            
	
               

            	 
	
              Title: 

            	
              Co-Investor
                Signature: 

            
	 	 
	 	
              Date:
                 

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Purchaser
      herby elects to purchase a total of 2 Units at a price of $5,000 per Unit.
      (Each
      Unit consisting of Notes and Warrants to purchase Warrant Shares)

     

    
      	
              IF
                AN ENTITY:

            	
              IF
                AN INDIVIDUAL:

            
	 	 
	
              Print
                Name of Entity: 

            	
              Print
                Name: Jerome A. Shinkay 

            
	
               

            	 
	
              Signature: 

            	
              Signature: /s/
                Jerome A. Shinkay

            
	
               

            	 
	
              Date: 

            	
              Date:
                October 31, 2008

            
	
               

            	 
	
              Print
                Name: 

            	
              Co-Investor
                Print Name: 

            
	
               

            	 
	
              Title: 

            	
              Co-Investor
                Signature: 

            
	 	 
	 	
              Date:
                 

            


    

     

    Purchaser
      herby elects to purchase a total of 5 Units at a price of $5,000 per Unit.
      (Each
      Unit consisting of Notes and Warrants to purchase Warrant Shares)

     

    
      	
              IF
                AN ENTITY:

            	
              IF
                AN INDIVIDUAL:

            
	 	 
	
              Print
                Name of Entity: 

            	
              Print
                Name: Michael J. Spezia 

            
	
               

            	 
	
              Signature: 

            	
              Signature: /s/
                Michael J. Spezia

            
	
               

            	 
	
              Date: 

            	
              Date:
                November 3, 2008

            
	
               

            	 
	
              Print
                Name: 

            	
              Co-Investor
                Print Name: 

            
	
               

            	 
	
              Title: 

            	
              Co-Investor
                Signature: 

            
	 	 
	 	
              Date:
                 

            


    

     

    Purchaser
      herby elects to purchase a total of 2 Units at a price of $5,000 per Unit.
      (Each
      Unit consisting of Notes and Warrants to purchase Warrant Shares)

     

    
      	
              IF
                AN ENTITY:

            	
              IF
                AN INDIVIDUAL:

            
	 	 
	
              Print
                Name of Entity: 

            	
              Print
                Name: George D. Wilson 

            
	
               

            	 
	
              Signature: 

            	
              Signature: /s/
                George D. Wilson

            
	
               

            	 
	
              Date: 

            	
              Date:
                October 27, 2008

            
	 	 
	
              Print
                Name: 

            	
              Co-Investor
                Print Name: Diane
                J. Wilson

            
	
               

            	 
	
              Title: 

            	
              Co-Investor
                Signature: /s/
                Diane J. Wilson

            
	 	 
	 	
              Date:
                October 27, 2008

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Purchaser
      herby elects to purchase a total of 2 Units at a price of $5,000 per Unit.
      (Each
      Unit consisting of Notes and Warrants to purchase Warrant Shares)

     

    
      	
              IF
                AN ENTITY:

            	
              IF
                AN INDIVIDUAL:

            
	 	 
	
              Print
                Name of Entity: 

            	
              Print
                Name: Joseph L. Jerger 

            
	
               

            	 
	
              Signature: 

            	
              Signature: /s/
                Joseph L. Jerger

            
	
               

            	 
	
              Date: 

            	
              Date:
                November 6, 2008

            
	 	 
	
              Print
                Name: 

            	
              Co-Investor
                Print Name: 

            
	
               

            	 
	
              Title: 

            	
              Co-Investor
                Signature: 

            
	 	 
	 	
              Date:
                 

            


    

     

    Purchaser
      herby elects to purchase a total of 5 Units at a price of $5,000 per Unit.
      (Each
      Unit consisting of Notes and Warrants to purchase Warrant Shares)

     

    
      	
              IF
                AN ENTITY:

            	
              IF
                AN INDIVIDUAL:

            
	 	 
	
              Print
                Name of Entity: 

            	
              Print
                Name: David Pudelsky 

            
	
               

            	 
	
              Signature: 

            	
              Signature: /s/
                David Pudelsky

            
	
               

            	 
	
              Date: 

            	
              Date: November
                6, 2008

            
	 	 
	
              Print
                Name: 

            	
              Co-Investor
                Print Name: Nancy
                Pudelsky

            
	
               

            	 
	
              Title: 

            	
              Co-Investor
                Signature: /s/
                Nancy Pudelsky

            
	 	 
	 	
              Date:
                November 6, 2008

            


    

     

    Purchaser
      herby elects to purchase a total of 2 Units at a price of $5,000 per Unit.
      (Each
      Unit consisting of Notes and Warrants to purchase Warrant Shares)

     

    
      	
              IF
                AN ENTITY:

            	
              IF
                AN INDIVIDUAL:

            
	 	 
	
              Print
                Name of Entity: 

            	
              Print
                Name: James R. Buck 

            
	
               

            	 
	
              Signature: 

            	
              Signature: /s/
                James R. Buck

            
	
               

            	 
	
              Date: 

            	
              Date:
                November 6, 2008

            
	
               

            	 
	
              Print
                Name: 

            	
              Co-Investor
                Print Name: 

            
	
               

            	 
	
              Title: 

            	
              Co-Investor
                Signature: 

            
	 	 
	 	
              Date:
                 

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Purchaser
      herby elects to purchase a total of 3 Units at a price of $5,000 per Unit.
      (Each
      Unit consisting of Notes and Warrants to purchase Warrant Shares)

     

    
      	
              IF
                AN ENTITY:

            	
              IF
                AN INDIVIDUAL:

            
	 	 
	
              Print
                Name of Entity: 

            	
              Print
                Name: John O. Dunkin 

            
	
               

            	 
	
              Signature: 

            	
              Signature: /s/
                John O. Dunkin

            
	 	 
	
              Date: 

            	
              Date:
                November 4, 2008

            
	
               

            	 
	
              Print
                Name: 

            	
              Co-Investor
                Print Name: 

            
	
               

            	 
	
              Title: 

            	
              Co-Investor
                Signature: 

            
	 	 
	 	
              Date:
                 

            


    

     

    Purchaser
      herby elects to purchase a total of 3 Units at a price of $5,000 per Unit.
      (Each
      Unit consisting of Notes and Warrants to purchase Warrant Shares)

     

    
      	
              IF
                AN ENTITY:

            	
              IF
                AN INDIVIDUAL:

            
	 	 
	
              Print Name of Entity:

            	
              NFS/FMTC
                SEP IRA FBO Jay Jennings

            	
              Print
                Name: 

            
	
               

            	 
	
              Signature: /s/
                Jay Jennings

            	
              Signature: 

            
	
               

            	 
	
              Date: October
                29, 2008

            	
              Date: 

            
	
               

            	 
	
              Print
                Name: Jay Jennings 

            	
              Co-Investor
                Print Name: 

            
	
               

            	 
	
              Title: IRA
                Owner

            	
              Co-Investor
                Signature: 

            
	 	 
	 	
              Date:
                 

            


    

     

    Purchaser
      herby elects to purchase a total of 13 Units at a price of $5,000 per Unit.
      (Each Unit consisting of Notes and Warrants to purchase Warrant
      Shares)

     

    
      	
              IF
                AN ENTITY:

            	
              IF
                AN INDIVIDUAL:

            
	 	 
	
              Print Name of Entity: 

            	
              Landmark
                Community Bank Collateral Account FBO Estate of Catherine
                Nasser

            	
              Print
                Name: 

            
	
               

            	 	 
	
              Signature: 
                /s/ William K. Nasser, Jr.

            	
              Signature: 

            
	
               

            	 
	
              Date: November
                4, 2008

            	
              Date: 

            
	 	 
	
              Print
                Name: William K. Nasser, Jr. 

            	
              Co-Investor
                Print Name: 

            
	
               

            	 
	
              Title: 
                Attorney-in-fact

            	
              Co-Investor
                Signature: 

            
	
               

            	 
	 	
              Date:
                 

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Purchaser
      herby elects to purchase a total of 5 Units at a price of $5,000 per Unit.
      (Each
      Unit consisting of Notes and Warrants to purchase Warrant Shares)

     

    
      	
              IF
                AN ENTITY:

            	
              IF
                AN INDIVIDUAL:

            
	 	 
	
              Print
                Name of Entity: Nasser
                Family Trust

            	
              Print
                Name: 

            
	
               

            	 
	
              Signature: /s/
                William K. Nasser

            	
              Signature: 

            
	
               

            	 
	
              Date: November
                4, 2008

            	
              Date: 

            
	
               

            	 
	
              Print
                Name: William K. Nasser 

            	
              Co-Investor
                Print Name: 

            
	
               

            	 
	
              Title: Trustee

            	
              Co-Investor
                Signature: 

            
	 	 
	 	
              Date:
                 

            


    

     

    Purchaser
      herby elects to purchase a total of 1 Unit at a price of $5,000 per Unit. (Each
      Unit consisting of Notes and Warrants to purchase Warrant Shares)

     

    
      	
              IF
                AN ENTITY:

            	
              IF
                AN INDIVIDUAL:

            
	 	 
	
              Print
                Name of Entity: 

            	
              Print
                Name: James R. Kahn 

            
	
               

            	 
	
              Signature: 

            	
              Signature: 
                /s/ James R. Kahn

            
	
               

            	 
	
              Date: 

            	
              Date:
                November 12, 2008

            
	
               

            	 
	
              Print
                Name: 

            	
              Co-Investor
                Print Name: Debra
                A. Kahn

            
	
               

            	 
	
              Title: 

            	
              Co-Investor
                Signature: /s/
                Debra A. Kahn

            
	 	 
	 	
              Date:
                November 12, 2008

            


    

     

    Purchaser
      herby elects to purchase a total of 10 Units at a price of $5,000 per Unit.
      (Each Unit consisting of Notes and Warrants to purchase Warrant
      Shares)

     

    
      	
              IF
                AN ENTITY:

            	
              IF
                AN INDIVIDUAL:

            
	 	 
	
              Print
                Name of Entity: 

            	
              Print
                Name: A. Starke Taylor, Jr. 

            
	
               

            	 
	
              Signature: 

            	
              Signature: 
                /s/ A. Starke Taylor, Jr.

            
	
               

            	 
	
              Date: 

            	
              Date:
                October 7, 2008

            
	
               

            	 
	
              Print
                Name: 

            	
              Co-Investor
                Print Name: Carolyn Taylor 

            
	
               

            	 
	
              Title: 

            	
              Co-Investor
                Signature: /s/
                Carolyn Taylor

            
	 	 
	 	
              Date:
                October 7, 2008

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Purchaser
      herby elects to purchase a total of 1 Unit at a price of $5,000 per Unit. (Each
      Unit consisting of Notes and Warrants to purchase Warrant Shares)

     

    
      	
              IF
                AN ENTITY:

            	
              IF
                AN INDIVIDUAL:

            
	 	 
	
              Print
                Name of Entity: 

            	
              Print
                Name: Mark Vollmer 

            
	
               

            	 
	
              Signature: 

            	
              Signature: /s/
                Mark Vollmer

            
	
               

            	 
	
              Date: 

            	
              Date:
                November 11, 2008

            
	
               

            	 
	
              Print
                Name: 

            	
              Co-Investor
                Print Name: 

            
	
               

            	 
	
              Title: 

            	
              Co-Investor
                Signature: 

            
	 	 
	 	
              Date:
                 

            


    

     

    Purchaser
      herby elects to purchase a total of 5 Units at a price of $5,000 per Unit.
      (Each
      Unit consisting of Notes and Warrants to purchase Warrant Shares)

     

    
      	
              IF
                AN ENTITY:

            	
              IF
                AN INDIVIDUAL:

            
	 	 
	
              Print
                Name of Entity: 

            	
              Print
                Name: Robert J. Guercio 

            
	
               

            	 
	
              Signature: 

            	
              Signature: 
                /s/ Robert J. Guercio

            
	
               

            	 
	
              Date: 

            	
              Date:
                November 6, 2008

            
	
               

            	 
	
              Print
                Name: 

            	
              Co-Investor
                Print Name: 

            
	
               

            	 
	
              Title: 

            	
              Co-Investor
                Signature: 

            
	 	 
	 	
              Date:
                 

            


    

     

    Purchaser
      herby elects to purchase a total of 1 Unit at a price of $5,000 per Unit. (Each
      Unit consisting of Notes and Warrants to purchase Warrant Shares)

     

    
      	
              IF
                AN ENTITY:

            	
              IF
                AN INDIVIDUAL:

            
	 	 
	
              Print
                Name of Entity: 

            	
              Print
                Name: Ralph Hanby 

            
	
               

            	 
	
              Signature: 

            	
              Signature: 
                /s/ Ralph Hanby

            
	
               

            	 
	
              Date: 

            	
              Date:
                November 13, 2008

            
	
               

            	 
	
              Print
                Name: 

            	
              Co-Investor
                Print Name: 

            
	
               

            	 
	
              Title: 

            	
              Co-Investor
                Signature: 

            
	 	 
	 	
              Date:
                 

            


    

     

    Purchaser
      herby elects to purchase a total of 2 Units at a price of $5,000 per Unit.
      (Each
      Unit consisting of Notes and Warrants to purchase Warrant
      Shares)


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              IF
                AN ENTITY:

            	
              IF
                AN INDIVIDUAL:

            
	 	 
	
              Print
                Name of Entity: 

            	
              Print
                Name: Robert E. Jacobson 

            
	 	 
	
              Signature: 

            	
              Signature: 
                /s/ Robert E. Jacobson

            
	 	 
	
              Date: 

            	
              Date:
                November 10, 2008

            
	 	 
	
              Print
                Name: 

            	
              Co-Investor
                Print Name: Saralee
                Jacobson

            
	 	 
	
              Title: 

            	
              Co-Investor
                Signature: /s/
                Saralee Jacobson

            
	 	 
	 	
              Date:
                November 10, 2008

            


    

     

    Purchaser
      herby elects to purchase a total of 6 Units at a price of $5,000 per Unit.
      (Each
      Unit consisting of Notes and Warrants to purchase Warrant Shares)

     

    
      	
              IF
                AN ENTITY:

            	
              IF
                AN INDIVIDUAL:

            
	 	 
	
              Print
                Name of Entity: 

            	
              Print
                Name: Michael Cushing 

            
	
               

            	 
	
              Signature: 

            	
              Signature: 
                /s/ Michael Cushing

            
	
               

            	 
	
              Date: 

            	
              Date:
                November 13, 2008

            
	 	 
	
              Print
                Name: 

            	
              Co-Investor
                Print Name: 

            
	
               

            	 
	
              Title: 

            	
              Co-Investor
                Signature: 

            
	 	 
	 	
              Date:
                 

            


    

     

    Purchaser
      herby elects to purchase a total of 1 Unit at a price of $5,000 per Unit. (Each
      Unit consisting of Notes and Warrants to purchase Warrant Shares)

     

    
      	
              IF
                AN ENTITY:

            	
              IF
                AN INDIVIDUAL:

            
	 	 
	
              Print
                Name of Entity: 

            	
              Print
                Name: Raymond Yarusi, Jr. 

            
	
               

            	 
	
              Signature: 

            	
              Signature: 
                /s/ Raymond Yarusi, Jr.

            
	
               

            	 
	
              Date: 

            	
              Date:
                November 12, 2008

            
	
               

            	 
	
              Print
                Name: 

            	
              Co-Investor
                Print Name: 

            
	
               

            	 
	
              Title: 

            	
              Co-Investor
                Signature: 

            
	 	 
	 	
              Date:
                 

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Purchaser
      herby elects to purchase a total of 5 Units at a price of $5,000 per Unit.
      (Each
      Unit consisting of Notes and Warrants to purchase Warrant Shares)

     

    
      	
              IF
                AN ENTITY:

            	
              IF
                AN INDIVIDUAL:

            
	 	 
	
              Print
                Name of Entity: 

            	
              Print
                Name: James C. Orr 

            
	
               

            	 
	
              Signature: 

            	
              Signature: 
                /s/ James C. Orr

            
	 	 
	
              Date: 

            	
              Date:
                November 9, 2008

            
	
               

            	 
	
              Print
                Name: 

            	
              Co-Investor
                Print Name: 

            
	
               

            	 
	
              Title: 

            	
              Co-Investor
                Signature: 

            
	
               

            	 
	 	
              Date:
                 

            


    

     

    Purchaser
      herby elects to purchase a total of 5 Units at a price of $5,000 per Unit.
      (Each
      Unit consisting of Notes and Warrants to purchase Warrant Shares)

     

    
      	
              IF
                AN ENTITY:

            	
              IF
                AN INDIVIDUAL:

            
	 	 
	
              Print
                Name of Entity: 

            	
              Print
                Name: Vernon L. Simpson 

            
	
               

            	 
	
              Signature: 

            	
              Signature: 
                /s/ Vernon L. Simpson

            
	
               

            	 
	
              Date: 

            	
              Date:
                November 17, 2008

            
	
               

            	 
	
              Print
                Name: 

            	
              Co-Investor
                Print Name: 

            
	
               

            	 
	
              Title: 

            	
              Co-Investor
                Signature: 

            
	 	 
	 	
              Date:
                 

            


    

     

    Purchaser
      herby elects to purchase a total of 5 Units at a price of $5,000 per Unit.
      (Each
      Unit consisting of Notes and Warrants to purchase Warrant Shares)

     

    
      	
              IF
                AN ENTITY:

            	
              IF
                AN INDIVIDUAL:

            
	 	 
	
              Print Name of Entity:

            	
              Michael
                Yokoyama & Jaye Ventui Family Trust

            	
              Print
                Name: 

            
	
               

            	 
	
              Signature: 
                /s/ Michael Yokoyama & /s/ Jaye Venuti

            	
              Signature: 

            
	 	 
	
              Date: November
                12, 2008

            	
              Date: 

            
	
               

            	 
	
              Print
                Name: Michael Yokoyama & Jaye Ventui 

            	
              Co-Investor
                Print Name: 

            
	
               

            	 
	
              Title: Co-Trustees

            	
              Co-Investor
                Signature: 

            
	 	 
	 	
              Date:
                 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Purchaser
      herby elects to purchase a total of 4 Units at a price of $5,000 per Unit.
      (Each
      Unit consisting of Notes and Warrants to purchase Warrant Shares)

     

    
      	
              IF
                AN ENTITY:

            	
              IF
                AN INDIVIDUAL:

            
	 	 
	
              Print
                Name of Entity: 

            	
              Print
                Name: Frederick Peet 

            
	
               

            	 
	
              Signature: 

            	
              Signature: 
                /s/ Frederick Peet

            
	
               

            	 
	
              Date: 

            	
              Date:
                November 7, 2008

            
	
               

            	 
	
              Print
                Name: 

            	
              Co-Investor
                Print Name: 

            
	
               

            	 
	
              Title: 

            	
              Co-Investor
                Signature: 

            
	
               

            	 
	
               

            	
              Date:
                 

            


    

     

    Purchaser
      herby elects to purchase a total of 2 Units at a price of $5,000 per Unit.
      (Each
      Unit consisting of Notes and Warrants to purchase Warrant Shares)

     

    
      	
              IF
                AN ENTITY:

            	
              IF
                AN INDIVIDUAL:

            
	 	 
	
              Print
                Name of Entity: 

            	
              Print
                Name: Ronald Rasmussen 

            
	
               

            	 
	
              Signature: 

            	
              Signature: 
                /s/ Ronald Rasmussen

            
	
               

            	 
	
              Date: 

            	
              Date:
                November 12, 2008

            
	
               

            	 
	
              Print
                Name: 

            	
              Co-Investor
                Print Name: 

            
	
               

            	 
	
              Title: 

            	
              Co-Investor
                Signature: 

            
	 	 
	 	
              Date:
                 

            


    

     

    Purchaser
      herby elects to purchase a total of 1 Unit at a price of $5,000 per Unit. (Each
      Unit consisting of Notes and Warrants to purchase Warrant Shares)

     

    
      	
              IF
                AN ENTITY:

            	
              IF
                AN INDIVIDUAL:

            
	 	 
	
              Print
                Name of Entity: 

            	
              Print
                Name: Lewis R. Jacobson 

            
	
               

            	 
	
              Signature: 

            	
              Signature: 
                /s/ Lewis R. Jacobson

            
	
               

            	 
	
              Date: 

            	
              Date:
                November 17, 2008

            
	
               

            	 
	
              Print
                Name: 

            	
              Co-Investor
                Print Name: 

            
	
               

            	 
	
              Title: 

            	
              Co-Investor
                Signature: 

            
	 	 
	 	
              Date:
                 

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Purchaser
      herby elects to purchase a total of 5 Units at a price of $5,000 per Unit.
      (Each
      Unit consisting of Notes and Warrants to purchase Warrant Shares)

     

    
      	
              IF
                AN ENTITY:

            	
              IF
                AN INDIVIDUAL:

            
	 	 
	
              Print
                Name of Entity: 

            	
              Print
                Name: Mark B. Ginsburg 

            
	
               

            	 
	
              Signature: 

            	
              Signature: /s/
                Mark B. Ginsburg

            
	
               

            	 
	
              Date: 

            	
              Date:
                November 18, 2008

            
	
               

            	 
	
              Print
                Name: 

            	
              Co-Investor
                Print Name: 

            
	
               

            	 
	
              Title: 

            	
              Co-Investor
                Signature: 

            
	
               

            	 
	 	
              Date:
                 

            


    

     

    Purchaser
      herby elects to purchase a total of 4 Units at a price of $5,000 per Unit.
      (Each
      Unit consisting of Notes and Warrants to purchase Warrant Shares)

     

    
      	
              IF
                AN ENTITY:

            	
              IF
                AN INDIVIDUAL:

            
	 	 
	
              Print
                Name of Entity: 

            	
              Print
                Name: Gregory Dovolis 

            
	
               

            	 
	
              Signature: 

            	
              Signature: /s/
                Greogory Dovolis

            
	
               

            	 
	
              Date: 

            	
              Date:
                November 3, 2008

            
	
               

            	 
	
              Print
                Name: 

            	
              Co-Investor
                Print Name: 

            
	
               

            	 
	
              Title: 

            	
              Co-Investor
                Signature: 

            
	 	 
	 	
              Date:
                 

            


    

     

    Purchaser
      herby elects to purchase a total of 5 Units at a price of $5,000 per Unit.
      (Each
      Unit consisting of Notes and Warrants to purchase Warrant Shares)

     

    
      	
              IF
                AN ENTITY:

            	
              IF
                AN INDIVIDUAL:

            
	 	 
	
              Print
                Name of Entity: 

            	
              Print
                Name: William S. Silver 

            
	
               

            	 
	
              Signature: 

            	
              Signature: 
                /s/ William S. Silver

            
	
               

            	 
	
              Date: 

            	
              Date:
                November 5, 2008

            
	
               

            	 
	
              Print
                Name: 

            	
              Co-Investor
                Print Name: 

            
	
               

            	 
	
              Title: 

            	
              Co-Investor
                Signature: 

            
	 	 
	 	
              Date:
                 

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Purchaser
      herby elects to purchase a total of 5 Units at a price of $5,000 per Unit.
      (Each
      Unit consisting of Notes and Warrants to purchase Warrant Shares)

     

    
      	
              IF
                AN ENTITY:

            	
              IF
                AN INDIVIDUAL:

            
	 	 
	
              Print
                Name of Entity: 

            	
              Print
                Name: Praful Desai 

            
	
               

            	 
	
              Signature: 

            	
              Signature: 
                /s/ Praful Desai

            
	
               

            	 
	
              Date: 

            	
              Date:
                November 5, 2008

            
	
               

            	 
	
              Print
                Name: 

            	
              Co-Investor
                Print Name: 

            
	
               

            	 
	
              Title: 

            	
              Co-Investor
                Signature: 

            
	 	 
	 	
              Date:
                 

            


    

     

    Purchaser
      herby elects to purchase a total of 1 Unit at a price of $5,000 per Unit. (Each
      Unit consisting of Notes and Warrants to purchase Warrant Shares)

     

    
      	
              IF
                AN ENTITY:

            	
              IF
                AN INDIVIDUAL:

            
	 	 
	
              Print
                Name of Entity: 

            	
              Print
                Name: Thomas Gemellaro 

            
	
               

            	 
	
              Signature: 

            	
              Signature: 
                /s/ Thomas Gemellaro

            
	
               

            	 
	
              Date: 

            	
              Date:
                November 13, 2008

            
	
               

            	 
	
              Print
                Name: 

            	
              Co-Investor
                Print Name: 

            
	
               

            	 
	
              Title: 

            	
              Co-Investor
                Signature: 

            
	
               

            	 
	 	
              Date:
                 

            


    

     

    Purchaser
      herby elects to purchase a total of 14 Units at a price of $5,000 per Unit.
      (Each Unit consisting of Notes and Warrants to purchase Warrant
      Shares)

     

    
      	
              IF
                AN ENTITY:

            	
              IF
                AN INDIVIDUAL:

            
	 	 
	
              Print
                Name of Entity: Howard
                M. Tanning Rollover IRA

            	
              Print
                Name: 

            
	
               

            	 
	
              Signature: 
                /s/ Howard M. Tanning

            	
              Signature:  

            
	
               

            	 
	
              Date: 
                November 3, 2008

            	
              Date:
                

            
	
               

            	 
	
              Print
                Name: Howard M. Tanning 

            	
              Co-Investor
                Print Name: 

            
	
               

            	 
	
              Title: 
                IRA Owner

            	
              Co-Investor
                Signature: 

            
	 	 
	 	
              Date:
                 

            


    

     

    Investor’s
      principal address is as set forth in the Investor Questionnaire provided
      separately.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Exhibit A-1

    First
      Closing

    Schedule
      of Investors

    


    
      	
              Investor

            	 	
              Notes

            	 	
              Warrants

            	 	
              Purchase Price

            	 
	
              Neel
                B. Ackerman and Martha N. Ackerman

            	 	
              $

            	
              200,000

            	 	 	
              6,666,680

            	 	
              $

            	
              200,000

            	 
	
              Stephen
                M. Burnich Revocable Trust u/a 10/08/04

            	 	
              $

            	
              25,000

            	 	 	
              833,335

            	 	
              $

            	
              25,000

            	 
	
              Ennio
                De Pianto

            	 	
              $

            	
              50,000

            	 	 	
              1,666,670

            	 	
              $

            	
              50,000

            	 
	
              Matthew
                Ernst

            	 	
              $

            	
              25,000

            	 	 	
              833,335

            	 	
              $

            	
              25,000

            	 
	
              John
                M. Goodman Living Trust

            	 	
              $

            	
              25,000

            	 	 	
              833,335

            	 	
              $

            	
              25,000

            	 
	
              Leon
                Kanner & Rosemary E. Kanner

            	 	
              $

            	
              25,000

            	 	 	
              833,335

            	 	
              $

            	
              25,000

            	 
	
              Richard
                Kindt

            	 	
              $

            	
              10,000

            	 	 	
              333,334

            	 	
              $

            	
              10,000

            	 
	
              Douglas
                E. Pritchett

            	 	
              $

            	
              50,000

            	 	 	
              1,666,670

            	 	
              $

            	
              50,000

            	 
	
              Jerome
                A. Shinkay

            	 	
              $

            	
              10,000

            	 	 	
              333,334

            	 	
              $

            	
              10,000

            	 
	
              Michael
                J. Spezia

            	 	
              $

            	
              25,000

            	 	 	
              833,335

            	 	
              $

            	
              25,000

            	 
	
              George
                D. Wilson & Diane J. Wilson

            	 	
              $

            	
              10,000

            	 	 	
              333,334

            	 	
              $

            	
              10,000

            	 
	
              Joseph
                L. Jerger

            	 	
              $

            	
              10,000

            	 	 	
              333,334

            	 	
              $

            	
              10,000

            	 
	
              David
                & Nancy Pudelsky

            	 	
              $

            	
              25,000

            	 	 	
              833,335

            	 	
              $

            	
              25,000

            	 
	
              James
                R. Buck

            	 	
              $

            	
              10,000

            	 	 	
              333,334

            	 	
              $

            	
              10,000

            	 
	
              John
                O. Dunkin

            	 	
              $

            	
              15,000

            	 	 	
              500,001

            	 	
              $

            	
              15,000

            	 
	
              NFS/FMTC
                SEP IRA FBO Jay Jennings

            	 	
              $

            	
              15,000

            	 	 	
              500,001

            	 	
              $

            	
              15,000

            	 
	
              Landmark
                Community Bank Collateral Account FBO Estate of Catherine
                Nasser

            	 	
              $

            	
              65,000

            	 	 	
              2,166,671

            	 	
              $

            	
              65,000

            	 
	
              Nasser
                Family Trust

            	 	
              $

            	
              25,000

            	 	 	
              833,335

            	 	
              $

            	
              25,000

            	 
	
              James
                R. Kahn & Debra A. Kahn, JTWROS

            	 	
              $

            	
              5,000

            	 	 	
              166,667

            	 	
              $

            	
              5,000

            	 
	
              Carolyn
                N. Taylor & A. Starke Taylor, Jr.

            	 	
              $

            	
              50,000

            	 	 	
              1,666,670

            	 	
              $

            	
              50,000

            	 
	
              Mark
                Vollmer

            	 	
              $

            	
              5,000

            	 	 	
              166,667

            	 	
              $

            	
              5,000

            	 
	
              Robert
                J. Guercio

            	 	
              $

            	
              25,000

            	 	 	
              833,335

            	 	
              $

            	
              25,000

            	 
	
              Ralph
                Hanby

            	 	
              $

            	
              5,000

            	 	 	
              166,667

            	 	
              $

            	
              5,000

            	 
	
              Robert
                E. Jacobson & Saralee Jacobson, JTWROS

            	 	
              $

            	
              10,000

            	 	 	
              333,334

            	 	
              $

            	
              10,000

            	 
	
              Michael
                Cushing

            	 	
              $

            	
              30,000

            	 	 	
              1,000,002

            	 	
              $

            	
              30,000

            	 
	
              Raymond
                Yarusi, Jr.

            	 	
              $

            	
              5,000

            	 	 	
              166,667

            	 	
              $

            	
              5,000

            	 
	
              James
                Orr

            	 	
              $

            	
              25,000

            	 	 	
              833,335

            	 	
              $

            	
              25,000

            	 
	
              Vernon
                L. Simpson

            	 	
              $

            	
              25,000

            	 	 	
              833,335

            	 	
              $

            	
              25,000

            	 
	
              Michael
                H. Yokoyama & Jaye S. Venuti Family Trust

            	 	
              $

            	
              25,000

            	 	 	
              833,335

            	 	
              $

            	
              25,000

            	 
	
              Frederick
                Peet

            	 	
              $

            	
              20,000

            	 	 	
              666,668

            	 	
              $

            	
              20,000

            	 
	
              Ronald
                Rasmussen

            	 	
              $

            	
              10,000

            	 	 	
              333,334

            	 	
              $

            	
              10,000

            	 
	
              Lewis
                R. Jacobson

            	 	
              $

            	
              5,000

            	 	 	
              166,667

            	 	
              $

            	
              5,000

            	 
	
              Mark
                B. Ginsburg

            	 	
              $

            	
              25,000

            	 	 	
              833,335

            	 	
              $

            	
              25,000

            	 
	
              Gregory
                J. Dovolis

            	 	
              $

            	
              20,000

            	 	 	
              666,668

            	 	
              $

            	
              20,000

            	 
	
              William
                S. Silver

            	 	
              $

            	
              25,000

            	 	 	
              833,335

            	 	
              $

            	
              25,000

            	 
	
              Praful
                Desai

            	 	
              $

            	
              25,000

            	 	 	
              833,335

            	 	
              $

            	
              25,000

            	 
	
              Thomas
                Gemellaro

            	 	
              $

            	
              5,000

            	 	 	
              166,667

            	 	
              $

            	
              5,000

            	 
	
              Howard
                M. Tanning Rollover IRA

            	 	
              $

            	
              70,000

            	 	 	
              2,333,338

            	 	
              $

            	
              70,000

            	 
	
              FIRST
                CLOSING TOTAL:

            	 	
              $

            	
              1,035,000

            	 	 	
              34,500,069

            	 	
              $

            	
              1,035,000

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Exhibit A-2

    Schedule
      of Investors

    Subsequent
      Closing held ______

    


    
      	
              Investor

            	 	
              Notes

            	 	
              Warrants

            	 	
              Purchase Price

            	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
              SUBSEQUENT
                CLOSING TOTAL