CONSENT
      AGREEMENT

    


    


    Consent
      Agreement made this ___ day of May,, 2007 (“Consent”) among Aprecia Inc, a
      Delaware corporation (the “Company”), and the signators hereto some of whom are
      Subscribers under a certain Securities Purchase Agreement (“Securities Purchase
      Agreement”) with the Company dated March 10, 2006 (“Prior Subscribers”) and the
      New Subscribers (as defined below) who are signators hereto.

    


    WHEREAS,
      the Company desires to issue Notes in the principal amount of $187,000 and
      Warrants (“New Funding”) to two investors (“New Subscribers”) on the terms set
      forth in the Subscription Agreement between the Company and the New Subscribers
      dated at or about the date of this Consent (“Subscription Agreement”);
      and

    


    WHEREAS,
      it is a condition of such New Funding that the Subscribers thereunder receive
      a
      security interest pari passu with the security interest granted to the Prior
      Subscribers pursuant to a Security Agreement dated March 10, 2006 among the
      Prior Subscribers, the Company and a Collateral Agent (identified therein)
      (“Security Agreement”); and

    


    WHEREAS,
      the Prior Subscribers and New Subscribers agree that it would be to their mutual
      advantage to be parties to that certain Collateral Agent Agreement dated March
      10, 2006 among the Prior Subscribers and Company (“Collateral Agent Agreement”)
      as same relates to the New Funding; and

    


    WHEREAS,
      the Prior Subscribers, New Subscribers and Company agree that it would be to
      their mutual benefit that the New Funding occur and that the New Subscribers
      become parties to the Security Agreement and Collateral Agent
      Agreement.

    


    NOW
      THEREFORE, in consideration of the promises and mutual covenants contained
      herein and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto hereby consent
      and agree as follows:

    


    1. The
      Prior
      Subscribers consent to the New Funding and waive their rights in connection
      therewith.

    


    2. The
      New
      Subscribers are hereby deemed parties to the Security Agreement and Collateral
      Agent Agreement as if the New Subscribers had executed such
      agreements.

    


    3. The
      sums
      payable to the New Subscribers are deemed Obligations as such term is employed
      in the Security Agreement and Collateral Agent Agreement, with all such
      Obligations being pari passu with the other components of the
      Obligations.

    


    4. The
      undersigned consent to the amendment of all Schedules, Exhibits and documents
      including but not limited to the Security Agreement and Collateral Agent
      Agreement to include the New Subscribers as parties thereto and authorize the
      Collateral Agent to make additional filings at the discretion of the Collateral
      Agent to memorialize the security interest to be granted to the New
      Subscribers.

    


    5. Annexed
      hereto is Amended Schedule A to the Security Agreement and Collateral Agent
      Agreement which identifies the New Subscribers as parties thereto.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    6. All
      other
      terms of the Transaction Documents as defined in the Securities Purchase
      Agreement and Subscription Agreement, including but not limited to those
      relating to jurisdiction, venue, governing law, waiver of jury trial and notice,
      remain unchanged except as described in this Consent, and shall apply to this
      Consent, as appropriate.

     

    7. Each
      of
      the undersigned states that he has read the foregoing Consent Agreement and
      understands and agrees to it.

     

    


    
      	 	 
	
              ______________________________________

            	
              _______________________________________

            
	
              ALPHA
                CAPITAL ANSTALT

            	
              DOUBLE
                U MASTER FUND L.P.

            
	
              as
                successor to

            	
              “Prior
                Subscriber”

            
	
              ALPHA
                CAPITAL AKTIENGESELLSCHAFT 

            	 
	
              “Prior
                Subscriber”

            	 
	 	 
	 	 
	 	 
	
              _______________________________________

            	
              _______________________________________

            
	
              TOBANNA
                ENTERPRISES CORP.

            	
              CMS
                CAPITAL

            
	
              “Prior
                Subscriber”

            	
              “Prior
                Subscriber”

            
	 	 
	 	 
	 	 
	
              _______________________________________

            	
              _______________________________________

            
	
              ALPHA
                CAPITAL ANSTALT

            	
              HARBORVIEW
                MASTER FUND L.P.

            
	
              “New
                Subscriber”

            	
              “New
                Subscriber”

            
	 	 
	
              APRECIA,
                INC.

            	 
	
              the
                “Company”

            	 
	 	 
	 	 
	
              By:___________________________________

            	 
	 	 
	 	 
	
              Acknowledged:

            	 
	 	 
	
              COLLATERAL
                AGENT

            	 
	 	 
	 	 
	
              _______________________________________

            	 
	
              MICHAEL
                HARTSTEIN

            	 
	 	 


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    AMENDED
      SCHEDULE A TO SECURITY AGREEMENT

    AND
      COLLATERAL AGENT AGREEMENT

    


    
      	
              SUBSCRIBER

            	
              PRINCIPAL
                AMOUNT OF DEBENTURE

            
	
              ALPHA
                CAPITAL ANSTALT

              Pradafant
                7

              9490
                Furstentums

              Vaduz,
                Lichtenstein

              Fax:
                011-42-32323196

            	
              $250,000.00

              (Issued
                March 10, 2006)

            
	
              DOUBLE
                U MASTER FUND L.P.

              C/o
                Navigator Management Ltd.

              Harbor
                House, Waterfront Drive

              P.O.
                Box 972

              Road
                Town, Tortola

              British
                Virgin Islands

              Attn:
                Murray Todd

              Fax:
                (284) 494-4771

            	
              $100,000.00

              (Issued
                March 10, 2006)

            
	
              TOBANNA
                ENTERPRISES CORP.

              24
                Hazanchanim Street, Apt. #26

              Tel
                Aviv, Israel 69270

              Fax:
                011-972-3-648-6948

            	
              $125,000.00

              (Issued
                March 10, 2006)

            
	
              CMS
                CAPITAL

              9612
                Ventura Blvd., Suite 108

              Panorama
                City, CA 91402

              Attn:
                Judah Zavdi

              Fax:
                (818) 907-3372

            	
              $25,000.00

              (Issued
                March 10, 2006)

            
	
              ALPHA
                CAPITAL ANSTALT

              Pradafant
                7

              9490
                Furstentums

              Vaduz,
                Lichtenstein

              Fax:
                011-42-32323196

            	
              $93,500.00

              (Issued
                May, 2007)

            
	
              HARBORVIEW
                MASTER FUND L.P.

              2nd
                Floor, Harbor House

              Waterfront
                Drive, Road Town

              Tortola,
                British Virgin Islands

              Fax:
                (284) 494-4771

            	
              $93,500.00

              (Issued
                May, 2007)