Exhibit 10.44


 


SECURITIES PURCHASE AGREEMENT


THIS
SECURITIES PURCHASE AGREEMENT
(this “Agreement”), dated as of August 1, 2007, by and among SENESCO TECHNOLOGIES, INC., a Delaware
corporation (the “Company”), and the Buyers listed on Schedule I attached
hereto (individually, a “Buyer” or collectively “Buyers”).


WITNESSETH


WHEREAS,
the Company and the Buyer(s) are executing and delivering this Agreement in
reliance upon an exemption from securities registration pursuant to Section
4(2) and/or Rule 506 of Regulation D (“Regulation D”) as
promulgated by the U.S. Securities and Exchange Commission (the “SEC”)
under the Securities Act of 1933, as amended (the “Securities Act”);


WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained
herein, the Company shall issue and sell to the Buyer(s), as provided herein,
and the Buyer(s) shall purchase (i) up to Five Million Dollars ($5,000,000) of
secured convertible debentures in the form attached hereto as “Exhibit A”
(the “Convertible Debentures”), which shall be convertible into shares
of the Company’s common stock, par value $0.01 (the “Common Stock”) (as
converted, the “Conversion Shares”), and (ii) Series A warrants
substantially in the form attached hereto as “Exhibit B” and Series B
warrants substantially in the form attached hereto as “Exhibit C”
(collectively, the “Warrants”), to acquire up to that number of
additional shares of Common Stock set forth opposite such Buyer’s name on
Schedule I (as exercised, the “Warrant Shares”), of which One Million
Five Hundred Thousand Dollars ($1,500,000) shall be funded within two (2)
business days following the date hereof (the “First Closing”), One
Million Five Hundred Thousand Dollars ($1,500,000) shall be funded on the date
the registration statement (the “Registration Statement”) is filed,
pursuant to the Registration Rights Agreement dated the date hereof, with the
SEC (the “Second Closing”), and Two Million Dollars ($2,000,000) shall
be funded on the date that is the later of (i) Stockholders Approval (as
defined below); or (ii) the Registration Statement is declared effective
by the SEC (the “Third Closing”) (individually referred to as a “Closing”
collectively referred to as the “Closings”), for a total purchase price
of up to Five Million Dollars ($5,000,000), (the “Purchase Price”) in
the respective amounts set forth opposite each Buyer(s) name on Schedule I (the
“Subscription Amount”);


WHEREAS,
contemporaneously with the execution and delivery of this Agreement, the
parties hereto are executing and delivering a Registration Rights Agreement
(the “Registration Rights Agreement”) pursuant to which the Company has
agreed to provide certain registration rights under the Securities Act and the
rules and regulations promulgated there under, and applicable state securities
laws;


WHEREAS, the
Convertible Debentures are secured by (i) a security interest in all of the
assets of the Company and of each of the Company’s subsidiaries as evidenced by
the security agreement of even date herewith (the “Security Agreement”)
and (ii) a security interest in all of the intellectual property of the Company
and of each of the Company’s subsidiaries as evidenced by the patent security
agreement of even date herewith (the “Patent Security Agreement” and together
with the Security Agreement collectively the “Security Documents”);













WHEREAS,
contemporaneously with the execution and delivery of this Agreement, the
parties hereto are executing and delivering Irrevocable Transfer Agent
Instructions (the “Irrevocable Transfer Agent Instructions”); and


WHEREAS,
the Convertible Debentures, the Conversion Shares, the Warrants, and the
Warrants Shares collectively are referred to herein as the “Securities”).


NOW,
THEREFORE, in consideration of the mutual covenants and other
agreements contained in this Agreement the Company and the Buyer(s) hereby
agree as follows:


1.               PURCHASE
AND SALE OF CONVERTIBLE DEBENTURES.


(a)                                  Purchase
of Convertible Debentures.  Subject
to the satisfaction (or waiver) of the terms and conditions of this Agreement,
each Buyer agrees, severally and not jointly, to purchase at each Closing and
the Company agrees to sell and issue to each Buyer, severally and not jointly,
at each Closing, Convertible Debentures in amounts corresponding with the Subscription
Amount set forth opposite each Buyer’s name on Schedule I hereto and the
Warrants to acquire up to that number of Warrant Shares as set forth opposite
such Buyer’s name in column (5) on Schedule I.


(b)                                 Closing
Dates.  The First Closing of the purchase
and sale of the Convertible Debentures and Warrants shall take place at 10:00
a.m. Eastern Standard Time on the second (2nd) business day following the date hereof, subject to
notification of satisfaction of the conditions to the First Closing set forth
herein and in Sections 6 and 7 below (or such later date as is mutually agreed
to by the Company and the Buyer(s)) (the “First Closing Date”), the
Second Closing of the purchase and sale of the Convertible Debentures shall
take place at 4:00 p.m. Eastern Standard Time on the date the Registration
Statement is filed with the SEC, subject to notification of satisfaction of the
conditions to the Second Closing set forth herein and in Sections 6 and 7 below
(or such later date as is mutually agreed to by the Company and the Buyer(s))
(the “Second Closing Date”), and the Third Closing of the purchase and
sale of the Convertible Debentures shall take place at 10:00 a.m. Eastern
Standard Time on the later of (i) Stockholder Approval (as defined below),
or (ii) the date the Registration Statement is declared effective by the
SEC, subject to notification of satisfaction of the conditions to the Third
Closing set forth herein and in Sections 6 and 7 below (or such earlier date as
is mutually agreed to by the Company and the Buyer(s)) (the “Third Closing
Date”) (collectively referred to a the “Closing Dates”).  The Closings shall occur on the respective
Closing Dates at the offices of Yorkville Advisors, LLC, 3700 Hudson Street,
Suite 3700, Jersey City, New Jersey 07302 (or such other place as is mutually
agreed to by the Company and the Buyer(s)).


(c)                                  Form
of Payment.  Subject to the
satisfaction of the terms and conditions of this Agreement, on each Closing
Date, (i) the Buyers shall deliver to the Company such aggregate proceeds for
the Convertible Debentures and Warrants to be issued and sold to such Buyer at
such Closing, minus the fees to be paid directly from the proceeds of such
Closing as set forth herein, via irrevocable wire transfer, and (ii) the
Company shall deliver to each Buyer, Convertible Debentures and Warrants which
such Buyer is purchasing at such Closing in amounts indicated opposite such
Buyer’s name on Schedule I, duly executed on behalf of the Company.



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(d)                                 Stanford
Agreement.  In addition to the foregoing, Buyer hereby agrees to
the Company’s sale and issuance of an additional $5,000,000 of convertible
debentures to Stanford Venture Capital Holdings, Inc. (“Stanford”) on
substantially similar terms hereunder subject to Stockholder Approval as set
forth in Section 1(e) below (the “Stanford Closing”).


(e)                                  Stockholders
Approval.  Within ninety (90) days of
the date hereof and prior to the consummation of the Third Closing and Stanford
Closing, the Company shall use its reasonable best efforts to call and hold a
special meeting of the shareholders, for the purpose of (i) approving the
transactions contemplated herein and the Stanford Closing, and (ii) increasing
the authorized Common Stock of the Company to at least 100,000,000 shares of
Common Stock (such affirmative approval being referred to herein as the “Stockholder Approval”).  The Company’s Board shall recommend to the
shareholders to vote in favor of approving the transactions contemplated herein
and the Stanford Closing and the increase of the Company’s authorized Common
Stock; provided, however that the Board shall
not be obligated to make such a recommendation if the Board determines in good
faith, after receiving the advice of its independent legal and financial
advisors, that such a recommendation would cause the Board to breach its
fiduciary duties.


2.               BUYER’S
REPRESENTATIONS AND WARRANTIES.


Each Buyer
represents and warrants, severally and not jointly, that:


(a)                                  Investment
Purpose.  Each Buyer is acquiring the
Securities for its own account for investment only and not with a view towards,
or for resale in connection with, the public sale or distribution thereof,
except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein,
such Buyer reserves the right to dispose of the Securities at any time in
accordance with or pursuant to an effective registration statement covering
such Securities or an available exemption under the Securities Act.  Such Buyer does not presently have any
agreement or understanding, directly or indirectly, with any Person to
distribute any of the Securities.


(b)                                 Accredited
Investor Status.  Each Buyer is an “Accredited
Investor” as that term is defined in Rule 501(a)(3) of Regulation D.


(c)                                  Reliance
on Exemptions.  Each Buyer
understands that the Securities are being offered and sold to it in reliance on
specific exemptions from the registration requirements of United States federal
and state securities laws and that the Company is relying in part upon the
truth and accuracy of, and such Buyer’s compliance with, the representations,
warranties, agreements, acknowledgments and understandings of such Buyer set
forth herein in order to determine the availability of such exemptions and the
eligibility of such Buyer to acquire the Securities.


(d)                                 Information.  Each Buyer and its advisors (and his, or its,
counsel), if any, have been furnished with all materials relating to the
business, finances and operations of the Company and information he deemed
material to making an informed investment decision regarding his purchase of
the Securities, which have been requested by such Buyer.  Each Buyer and its advisors, if any, have
been afforded the opportunity to ask questions of the Company and



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its management.  Neither such inquiries nor any other due
diligence investigations conducted by such Buyer or its advisors, if any, or
its representatives shall modify, amend or affect such Buyer’s right to rely on
the Company’s representations and warranties contained in Section 3 below.  Each Buyer understands that its investment in
the Securities involves a high degree of risk. 
Each Buyer is in a position regarding the Company, which, based upon
employment, family relationship or economic bargaining power, enabled and enables
such Buyer to obtain information from the Company in order to evaluate the
merits and risks of this investment. 
Each Buyer has sought such accounting, legal and tax advice, as it has
considered necessary to make an informed investment decision with respect to
its acquisition of the Securities.


(e)                                  No
Governmental Review.  Each Buyer
understands that no United States federal or state agency or any other
government or governmental agency has passed on or made any recommendation or
endorsement of the Securities, or the fairness or suitability of the investment
in the Securities, nor have such authorities passed upon or endorsed the merits
of the offering of the Securities.


(f)                                    Transfer
or Resale.  Each Buyer understands
that except as provided in the Registration Rights Agreement: (i) the
Securities have not been and are not being registered under the Securities Act
or any state securities laws, and may not be offered for sale, sold, assigned
or transferred unless (A) subsequently registered thereunder, (B) such Buyer
shall have delivered to the Company an opinion of counsel, in a generally
acceptable form, to the effect that such Securities to be sold, assigned or
transferred may be sold, assigned or transferred pursuant to an exemption from
such registration requirements, or (C) such Buyer provides the Company with
reasonable assurances (in the form of seller and broker representation letters)
that such Securities can be sold, assigned or transferred pursuant to Rule 144,
Rule 144(k), or Rule 144A promulgated under the Securities Act, as amended (or
a successor rule thereto) (collectively, “Rule 144”), in each case
following the applicable holding period set forth therein; (ii) any sale of the
Securities made in reliance on Rule 144 may be made only in accordance with the
terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the
Securities under circumstances in which the seller (or the person through
whom the sale is made) may be deemed to be an underwriter (as that term is defined
in the Securities Act) may require compliance with some other exemption under
the Securities Act or the rules and regulations of the SEC thereunder; and
(iii) neither the Company nor any other person is under any obligation to
register the Securities under the Securities Act or any state securities laws
or to comply with the terms and conditions of any exemption thereunder.


(g)                                 Legends.  Each Buyer agrees to the imprinting, so long
as is required by this Section 2(g), of a restrictive legend in substantially the
following form:


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 SOLELY FOR
INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD RESALE AND MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION



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STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES
LAWS.


Certificates
evidencing the Conversion Shares or Warrant Shares shall not contain any legend
(including the legend set forth above), (i) while a registration statement
(including the Registration Statement) covering the resale of such security is
effective under the Securities Act, (ii) following any sale of such Conversion
Shares or Warrant Shares pursuant to Rule 144, (iii) if such Conversion Shares
or Warrant Shares are eligible for sale under Rule 144(k), or (iv) if such
legend is not required under applicable requirements of the Securities Act
(including judicial interpretations and pronouncements issued by the staff of
the SEC).  The Company shall cause its
counsel to issue a legal opinion to the Company’s transfer agent promptly after
the effective date (the “Effective Date”) of a Registration Statement if
required by the Company’s transfer agent to effect the removal of the legend
hereunder.  If all or any portion of the
Convertible Debentures or Warrants are exercised by a Buyer that is not an
Affiliate of the Company (a “Non-Affiliated Buyer”) at a time when there
is an effective registration statement to cover the resale of the Conversion
Shares or the Warrant Shares, such Conversion Shares or Warrant Shares shall be
issued free of all legends.  The Company
agrees that following the Effective Date or at such time as such legend is no
longer required under this Section 2(g), it will, no later than three (3)
Trading Days following the delivery by a Non-Affiliated Buyer to the Company or
the Company’s transfer agent of a certificate representing Conversion Shares or
Warrant Shares, as the case may be, issued with a restrictive legend (such
third Trading Day, the “Legend Removal Date”), deliver or cause to be
delivered to such Non-Affiliated Buyer a certificate representing such shares
that is free from all restrictive and other legends.  The Company may not make any notation on its
records or give instructions to any transfer agent of the Company that enlarge
the restrictions on transfer set forth in this Section.  Each Buyer acknowledges that the Company’s
agreement hereunder to remove all legends from Conversion Shares or Warrant Shares
is not an affirmative statement or representation that such Conversion Shares
or Warrant Shares are freely tradable. 
Each Buyer, severally and not jointly with the other Buyers, agrees that
the removal of the restrictive legend from certificates representing Securities
as set forth in this Section 3(g) is predicated upon the Company’s reliance
that the buyer will sell any Securities pursuant to either the registration
requirements of the Securities Act, including any applicable prospectus
delivery requirements, or an exemption therefrom, and that if Securities are
sold pursuant to a Registration Statement, they will be sold in compliance with
the plan of distribution set forth therein.


(h)                                 Authorization,
Enforcement.  This Agreement has been
duly and validly authorized, executed and delivered on behalf of such Buyer and
is a valid and binding agreement of such Buyer enforceable in accordance with
its terms, except as such enforceability may be limited by general principles
of equity or applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation and other similar laws relating to, or affecting generally, the
enforcement of applicable creditors’ rights and remedies.



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(i)                                     Receipt
of Documents.  Each Buyer and his or
its counsel has received and read in their entirety:  (i) this Agreement and each representation,
warranty and covenant set forth herein and the Transaction Documents (as
defined herein); (ii) all due diligence and other information necessary to
verify the accuracy and completeness of such representations, warranties and
covenants; (iii) the Company’s Form 10-K for the fiscal year ended June 30,
2006; (iv) the Company’s Form 10-Q for the fiscal quarter ended March 31, 2007
and (v) answers to all questions each Buyer submitted to the Company regarding
an investment in the Company; and each Buyer has relied on the information
contained therein and has not been furnished any other documents, literature,
memorandum or prospectus.


(j)                                     Due
Formation of Corporate and Other Buyers. 
If the Buyer(s) is a corporation, trust, partnership or other entity
that is not an individual person, it has been formed and validly exists and has
not been organized for the specific purpose of purchasing the Securities and is
not prohibited from doing so.


(k)                                  No
Legal Advice From the Company.  Each
Buyer acknowledges, that it had the opportunity to review this Agreement and
the transactions contemplated by this Agreement with his or its own legal
counsel and investment and tax advisors. 
Each Buyer is relying solely on such counsel and advisors and not on any
statements or representations of the Company or any of its representatives or
agents for legal, tax or investment advice with respect to this investment, the
transactions contemplated by this Agreement or the securities laws of any
jurisdiction.


3.               REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.


Except as set
forth under the corresponding section of the Disclosure Schedules or in the
Company’s SEC Documents (as defined below) which Disclosure Schedules and/or
SEC Documents shall be deemed a part hereof and to qualify any representation
or warranty otherwise made herein to the extent of such disclosure, the Company
hereby makes the representations and warranties set forth below to each Buyer:


(a)                                  Subsidiaries.  All of the direct and indirect subsidiaries
of the Company are set forth on Schedule 3(a).  The Company owns, directly or indirectly, all
of the capital stock or other equity interests of each subsidiary free and
clear of any liens, and all the issued and outstanding shares of capital stock
of each subsidiary are validly issued and are fully paid, non-assessable and
free of preemptive and similar rights to subscribe for or purchase securities.


(b)                                 Organization
and Qualification.  The Company and
its subsidiaries are corporations duly organized and validly existing in good
standing under the laws of the jurisdiction in which they are incorporated, and
have the requisite corporate power to own their properties and to carry on
their business as now being conducted. 
Each of the Company and its subsidiaries is duly qualified as a foreign
corporation to do business and is in good standing in every jurisdiction in
which the nature of the business conducted by it makes such qualification
necessary, except to the extent that the failure to be so qualified or be in
good standing would not have or reasonably be expected to result in (i) a
material adverse effect on the legality, validity or enforceability of any
Transaction Document, (ii) a material adverse effect on the results of



 6
 









operations, assets, business or condition
(financial or otherwise) of the Company and the subsidiaries, taken as a whole,
or (iii) a material adverse effect on the Company’s ability to perform in any
material respect on a timely basis its obligations under any Transaction
Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no
proceeding has been instituted in any such jurisdiction revoking, limiting or
curtailing or seeking to revoke, limit or curtail such power and authority or
qualification.


(c)                                  Authorization,
Enforcement, Compliance with Other Instruments.  (i) The Company has the requisite
corporate power and authority to enter into and perform its obligations under
this Agreement, the Convertible Debentures, the Warrants, the Security
Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent
Instructions, and each of the other agreements entered into by the parties
hereto in connection with the transactions contemplated by this Agreement
(collectively the “Transaction Documents”) 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 it
of the transactions contemplated hereby and thereby, including, without
limitation, the issuance of the Securities, the reservation for issuance and
the issuance of the Conversion Shares, and the reservation for issuance and the
issuance of the Warrant Shares, have been duly authorized by the Company’s
Board of Directors and no further consent or authorization is required by the
Company, its Board of Directors or its stockholders, (iii) the Transaction
Documents have been duly executed and delivered by the Company, (iv) the
Transaction Documents constitute the valid and binding obligations of the
Company enforceable against the Company in accordance with their terms, except
as such enforceability may be limited by general principles of equity or
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or
similar laws relating to, or affecting generally, the enforcement of creditors’
rights and remedies.  The authorized
officer of the Company executing the Transaction Documents knows of no reason
why the Company cannot file the Registration Statement as required under the
Registration Rights Agreement or perform any of the Company’s other obligations
under the Transaction Documents.


(d)                                 Capitalization.  The authorized capital stock of the Company
consists of 60,000,000 shares of Common Stock and 5,000,000 shares of Preferred
Stock, par value $0.01 (“Preferred Stock”) of which 17,473,694 shares of
Common Stock and zero shares of Preferred Stock are issued and
outstanding.  All of the outstanding
shares of capital stock of the Company are validly issued, fully paid and
nonassessable, have been issued in compliance with all federal and state
securities laws, and none of such outstanding shares was issued in violation of
any preemptive rights or similar rights to subscribe for or purchase securities.  Except as disclosed in Schedule 3(d): (i)
none of the Company’s capital stock is subject to preemptive rights or any
other similar rights or any liens or encumbrances suffered or permitted by the
Company; (ii) there are no outstanding options, warrants, scrip, rights to
subscribe to, calls or commitments of any character whatsoever relating to, or
securities or rights convertible into, or exercisable or exchangeable for, any
capital stock of the Company or any of its subsidiaries, or contracts, commitments,
understandings or arrangements by which the Company or any of its subsidiaries
is or may become bound to issue additional capital stock of the Company or any
of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls
or commitments of any character whatsoever relating to, or securities or rights
convertible into, or exercisable or exchangeable for, any capital stock of the
Company or any of its subsidiaries;



 7
 









(iii) there are no outstanding debt
securities, notes, credit agreements, credit facilities or other agreements,
documents or instruments evidencing indebtedness of the Company or any of its
subsidiaries or by which the Company or any of its subsidiaries is or may
become bound; (iv) there are no financing statements securing obligations in
any material amounts, either singly or in the aggregate, filed in connection
with the Company or any of its subsidiaries; (v) there are no outstanding
securities or instruments of the Company or any of its subsidiaries which
contain any redemption or similar provisions, and there are no contracts,
commitments, understandings or arrangements by which the Company or any of its
subsidiaries is or may become bound to redeem a security of the Company or any
of its subsidiaries; (vi) there are no securities or instruments containing
anti-dilution or similar provisions that will be triggered by the issuance of
the Securities; (vii) the Company does not have any stock appreciation rights
or “phantom stock” plans or agreements or any similar plan or agreement; and
(viii) the Company and its subsidiaries have no liabilities or obligations
required to be disclosed in the SEC Documents but not so disclosed in the SEC
Documents, other than those incurred in the ordinary course of the Company’s or
its subsidiaries’ respective businesses and which, individually or in the
aggregate, do not or would not have a Material Adverse Effect.  The Company has furnished to the Buyers true,
correct and complete copies of the Company’s Certificate of Incorporation, as
amended and as in effect on the date hereof (the “Certificate of Incorporation”),
and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all
securities convertible into, or exercisable or exchangeable for, shares of
Common Stock and the material rights of the holders thereof in respect
thereto.  Except for Stockholder Approval
of the transactions contemplated by this Agreement, no further approval or
authorization of any stockholder, the Board of Directors of the Company or
others is required for the issuance and sale of the Securities.  There are no stockholders agreements, voting
agreements or other similar agreements with respect to the Company’s capital
stock to which the Company is a party or, to the knowledge of the Company,
between or among any of the Company’s stockholders.


(e)                                  Issuance
of Securities.  The issuance of the
Convertible Debentures and the Warrants is duly authorized and free from all
taxes, liens and charges with respect to the issue thereof.  Upon conversion in accordance with the terms
of the Convertible Debentures or exercise in accordance with the Warrants, as
the case may be, the Conversion Shares and Warrant Shares, respectively, when
issued will be validly issued, fully paid and nonassessable, free from all
taxes, liens and charges with respect to the issue thereof.  The Company has reserved from its duly
authorized capital stock the appropriate number of shares of Common Stock as
set forth in this Agreement.


(f)                                    No
Conflicts.   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 of the Convertible Debentures and
the Warrants, and reservation for issuance and issuance of the Conversion
Shares and the Warrant Shares) will not (i) result in a violation of any
certificate of incorporation, certificate of formation, any certificate of
designations or other constituent documents of the Company or any of its
subsidiaries, any capital stock of the Company or any of its subsidiaries or
bylaws of the Company or any of its subsidiaries or (ii) conflict with, or
constitute a default (or an event which with notice or lapse of time or both would
become a default) in any respect under, or give to others any rights of
termination, amendment, acceleration or cancellation of, any agreement,
indenture or instrument to which the Company or



 8
 









any of its subsidiaries is a party, or (iii)
result in a violation of any law, rule, regulation, order, judgment or decree
(including foreign, federal and state securities laws and regulations and the
rules and regulations of the Primary Market) applicable to the Company or any
of its subsidiaries or by which any property or asset of the Company or any of
its subsidiaries is bound or affected; except in the case of each of clauses
(ii) and (iii), such as could not, individually or in the aggregate, have or
reasonably be expected to result in a Material Adverse Effect.  The business of the Company and its
subsidiaries is not being conducted, and shall not be conducted in violation of
any material law, ordinance, or regulation of any governmental entity.  Except as specifically contemplated by this
Agreement and as required under the Securities Act and 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
or governmental agency in order for it to execute, deliver or perform any of
its obligations under or contemplated by this Agreement or the Registration
Rights Agreement in accordance with the terms hereof or thereof.  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.  The Company and its subsidiaries
are unaware of any facts or circumstance, which might give rise to any of the
foregoing.


(g)                                 SEC
Documents; Financial Statements.  The
Company has filed all reports, schedules, forms, statements and other documents
required to be filed by it with the SEC under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), for the two years preceding the date
hereof (or such shorter period as the Company was required by law or regulation
to file such material) (all of the foregoing filed prior to the date hereof or
amended after the date hereof and all exhibits included therein and financial
statements and schedules thereto and documents incorporated by reference
therein, being hereinafter referred to as the “SEC Documents”) on timely
basis or has received a valid extension of such time of filing and has filed
any such SEC Document prior to the expiration of any such extension.  The Company has delivered to the Buyers or
their representatives, or made available through the SEC’s website at
http://www.sec.gov., true and complete copies of the SEC Documents.  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 the light of 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 complied as to form in all material respects with
applicable accounting requirements and the published rules and regulations of
the SEC with respect thereto.  Such
financial statements have been prepared in accordance with generally accepted
accounting principles, 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 exclude footnotes or may be condensed or summary statements)
and fairly present in all material respects the financial position of the
Company as of the dates thereof and the results of its operations and cash
flows for the periods then ended (subject, in the case of unaudited statements,
to normal year-end audit adjustments). 
No other information provided by or on behalf of the Company to the
Buyers which is not included in the SEC Documents, including, without
limitation, information referred to in Section 2(i) of this Agreement, contains
any untrue statement of a



 9
 









material fact or omits to state any material
fact necessary in order to make the statements therein, in the light of the
circumstance under which they are or were made and not misleading.


(h)                                 10(b)-5.  The SEC Documents do not include any untrue
statements of material fact, nor do they omit to state any material fact
required to be stated therein necessary to make the statements made, in light of
the circumstances under which they were made, not misleading.


(i)                                     Absence
of Litigation.  There is no action,
suit, proceeding, inquiry or investigation before or by any court, public
board, government agency, self-regulatory organization or body pending against
or affecting the Company, the Common Stock or any of the Company’s
subsidiaries, wherein an unfavorable decision, ruling or finding would (i) have
a Material Adverse Effect.


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


(k)                                  No
General Solicitation.  Neither the
Company, nor any of its affiliates, nor any person acting on its or their
behalf, has engaged in any form of general solicitation or general advertising
(within the meaning of Regulation D under the Securities Act) in connection
with the offer or sale of the Securities.


(l)                                     No
Integrated Offering.  Neither the
Company, nor any of its affiliates, nor any person acting on its or their
behalf has, directly or indirectly, made any offers or sales of any security or
solicited any offers to buy any security, under circumstances that would
require registration of the Securities under the Securities Act or cause this
offering of the Securities to be integrated with prior offerings by the Company
for purposes of the Securities Act.


(m)                               Employee
Relations.  Neither the Company nor
any of its subsidiaries is involved in any labor dispute or, to the knowledge
of the Company or any of its subsidiaries, is any such dispute threatened.  None of the Company’s or its subsidiaries’
employees is a member of a union and the Company and its subsidiaries believe
that their relations with their employees are good.


(n)                                 Intellectual
Property Rights.  The Company and its
subsidiaries own or possess adequate rights or licenses to use all trademarks,
trade names, service marks, service mark registrations, service names, patents,
patent rights, copyrights, inventions, licenses,



 10
 









approvals, governmental authorizations, trade
secrets and rights necessary to conduct their respective businesses as now
conducted.  The Company and its
subsidiaries do not have any knowledge of any infringement by the Company or
its subsidiaries of trademark, trade name rights, patents, patent rights,
copyrights, inventions, licenses, service names, service marks, service mark
registrations, trade secret or other similar rights of others, and, to the
knowledge of the Company there is no claim, action or proceeding being made or
brought against, or to the Company’s knowledge, being threatened against, the
Company or its subsidiaries regarding trademark, trade name, patents, patent
rights, invention, copyright, license, service names, service marks, service
mark registrations, trade secret or other infringement; and the Company and its
subsidiaries are unaware of any facts or circumstances which might give rise to
any of the foregoing.


(o)                                 Environmental
Laws.  The Company and its
subsidiaries are (i) in compliance with any and all applicable foreign,
federal, state and local laws and regulations relating to the protection of
human health and safety, the environment or hazardous or toxic substances or
wastes, pollutants or contaminants (“Environmental Laws”), (ii) have
received all permits, licenses or other approvals required of them under
applicable Environmental Laws to conduct their respective businesses and (iii)
are in compliance with all terms and conditions of any such permit, license or
approval.


(p)                                 Title.  All real property and facilities held under
lease by the Company and its subsidiaries are held by them under valid,
subsisting and enforceable leases with such exceptions as are not material and
do not interfere with the use made and proposed to be made of such property and
buildings by the Company and its subsidiaries.


(q)                                 Insurance.  The Company and each of its subsidiaries is
insured by insurers of recognized financial responsibility against such losses
and risks and in such amounts as management of the Company believes to be
prudent and customary in the businesses in which the Company and its
subsidiaries are engaged.  Neither the
Company nor any such subsidiary has been refused any insurance coverage sought
or applied for and neither the Company nor any such subsidiary has any reason
to believe that it will not be able to renew its existing insurance coverage as
and when such coverage expires or to obtain similar coverage from similar
insurers as may be necessary to continue its business at a cost that would not
materially and adversely affect the condition, financial or otherwise, or the
earnings, business or operations of the Company and its subsidiaries, taken as
a whole.


(r)                                    Regulatory
Permits.  The Company and its
subsidiaries possess all material certificates, authorizations and permits
issued by the appropriate federal, state or foreign regulatory authorities
necessary to conduct their respective businesses, and neither the Company nor
any such subsidiary has received any notice of proceedings relating to the
revocation or modification of any such certificate, authorization or permit.


(s)                                  Internal
Accounting Controls.  The Company and
each of its subsidiaries maintains a system of internal accounting controls
sufficient to provide reasonable assurance that (i) transactions are executed
in accordance with management’s general or specific authorizations, (ii)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to
maintain asset



 11
 









accountability, and (iii) the recorded
amounts for assets are compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences.


(t)                                    No
Material Adverse Breaches, etc. 
Neither the Company nor any of its subsidiaries is subject to any
charter, corporate or other legal restriction, or any judgment, decree, order,
rule or regulation which has or would reasonably be expected in the future to
have a Material Adverse Effect on the business, properties, operations,
financial condition, results of operations or prospects of the Company or its
subsidiaries.  Neither the Company nor
any of its subsidiaries is in breach of any contract or agreement which has or
would reasonably be expected to have a Material Adverse Effect on the business,
properties, operations, financial condition, results of operations or prospects
of the Company or its subsidiaries.


(u)                                 Tax
Status.  The Company and each of its
subsidiaries has made and filed all federal and state income and all other tax
returns, reports and declarations required by any jurisdiction to which it is
subject and (unless and only to the extent that the Company and each of its
subsidiaries has set aside on its books provisions reasonably adequate for the
payment of all unpaid and unreported taxes) has paid all taxes and other
governmental assessments and charges that are material in amount, shown or
determined to be due on such returns, reports and declarations, except those
being contested in good faith and has set aside on its books provision reasonably
adequate for the payment of all taxes for periods subsequent to the periods to
which such returns, reports or declarations apply.  There are no unpaid taxes in any material
amount claimed to be due by the taxing authority of any jurisdiction, and the
officers of the Company know of no basis for any such claim.


(v)                                 Certain
Transactions.  Except for arm’s
length transactions pursuant to which the Company makes payments in the
ordinary course of business upon terms no less favorable than the Company could
obtain from third parties and other than the grant of stock options disclosed
in the SEC Documents, none of the officers, directors, or employees of the
Company is presently a party to any transaction with the Company (other than
for services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or
by, providing for rental of real or personal property to or from, or otherwise
requiring payments to or from any officer, director or such employee or, to the
knowledge of the Company, any corporation, partnership, trust or other entity
in which any officer, director, or any such employee has a substantial interest
or is an officer, director, trustee or partner.


(w)                               Fees
and Rights of First Refusal.  The
Company is not obligated to offer the securities offered hereunder on a right
of first refusal basis or otherwise to any third parties including, but not
limited to, current or former shareholders of the Company, underwriters, brokers,
agents or other third parties.


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



 12
 









(y)                                 Registration
Rights.  Other than each of the
Buyers, no Person has any right to cause the Company to effect the registration
under the Securities Act of any securities of the Company.  There are no outstanding registration
statements not yet declared effective and there are no outstanding comment
letters from the SEC or any other regulatory agency.


(z)                                   Private
Placement. Assuming the accuracy of the Buyers’ representations and
warranties set forth in Section 2, no registration under the Securities Act is
required for the offer and sale of the Securities by the Company to the Buyers
as contemplated hereby. The issuance and sale of the Securities hereunder does
not contravene the rules and regulations of the Primary Market.


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


(bb)                          Manipulation
of Price.  The Company has not, and to its knowledge no one acting on
its behalf has, (i) taken, directly or indirectly, any action designed to cause
or to result in the stabilization or manipulation of the price of any security
of the Company to facilitate the sale or resale of any of the Securities, (ii)
sold, bid for, purchased, or, paid any compensation for soliciting purchases
of, any of the Securities, or (iii) paid or agreed to pay to any Person any
compensation for soliciting another to purchase any other securities of the
Company, other than, in the case of clauses (ii) and (iii), compensation paid
to the Company’s placement agent in connection with the placement of the
Securities.


(cc)                            Dilutive
Effect.  The Company understands and
acknowledges that the number of Conversion Shares issuable upon conversion of
the Convertible Debentures and the Warrant Shares issuable upon exercise of the
Warrants will increase in certain circumstances.  The Company further acknowledges that its
obligation to issue Conversion Shares upon conversion of the Convertible
Debentures in accordance with this Agreement and the Convertible Debentures and
its obligation to issue the Warrant Shares upon exercise of the Warrants in
accordance with this Agreement and the Warrants, in each case, is absolute and
unconditional regardless of the dilutive effect that such issuance may have on
the ownership interests of other stockholders of the Company.


4.               COVENANTS.


(a)                                  Best
Efforts.  Each party shall use its
best efforts to timely satisfy each of the conditions to be satisfied by it as
provided in Sections 6 and 7 of this Agreement.



 13
 









(b)                                 Form
D.  The Company agrees to file a Form
D with respect to the Securities as required under Regulation D and to provide a
copy thereof to each Buyer promptly after such filing.  The Company shall, on or before the Closing
Date, take such action as the Company shall reasonably determine is necessary
to qualify the Securities, or obtain an exemption for the Securities for sale
to the Buyers at the Closing pursuant to this Agreement under applicable
securities or “Blue Sky” laws of the states of the United States, and shall
provide evidence of any such action so taken to the Buyers on or prior to the
Closing Date.


(c)                                  Reporting
Status.  Until the earlier of (i) the
date as of which the Buyer(s) may sell all of the Securities without
restriction pursuant to Rule 144(k) promulgated under the Securities Act (or
successor thereto), or (ii) the date on which (A) the Buyers shall have sold
all the Securities and (B) none of the Convertible Debentures or Warrants are
outstanding (the “Registration Period”), the Company shall file in a
timely manner all reports required to be filed with the SEC pursuant to the
Exchange Act and the regulations of the SEC  
thereunder, and the Company shall not terminate its status as an issuer
required to file reports under the Exchange Act even if the Exchange Act or the
rules and regulations thereunder would otherwise permit such termination.


(d)                                 Use
of Proceeds.  The Company will use
the proceeds from the sale of the Convertible Debentures for general corporate
and working capital purposes.


(e)                                  Reservation
of Shares.  On the date hereof, the
Company shall reserve for issuance to the Buyers 20,500,000 shares for issuance
upon conversions of the Convertible Dentures and issuance upon exercise of the
Warrants (the “Initial Share Reserve”). 
The Company represents that it has sufficient authorized and unissued
shares of Common Stock available to create the Share Reserve after considering
all other commitments that may require the issuance of Common Stock.  If the Company obtains Stockholder Approval,
the Company shall promptly increase the Initial Share Reserve by 10,000,000
shares to a total reserve of 30,500,000 shares for issuance upon conversions of
the Convertible Debentures and upon exercise of the Warrants (collectively, the
“Share Reserve”)  The Company
shall take all action reasonably necessary to at all times have authorized, and
reserved for the purpose of issuance, such number of shares of Common Stock as
shall be necessary to effect the full conversion of the Convertible Debentures
and the full exercise of the Warrants. 
If at any time the Share Reserve is insufficient to effect the full
conversion of the Convertible Debentures or the full exercise of the Warrants,
the Company shall increase the Share Reserve accordingly.  If the Company does not have sufficient
authorized and unissued shares of Common Stock available to increase the Share
Reserve, prior to the consummation of the Third Closing, the Company shall use
its reasonable best efforts to call and hold a special meeting of the
shareholders within ninety (90) days of such occurrence, for the purpose of
increasing the number of shares authorized. 
The Company’s Board shall recommend to the shareholders to vote in favor
of increasing the number of shares of Common Stock authorized; provided, however that the Board shall not be obligated to
make such a recommendation if the Board determines in good faith, after
receiving the advice of its independent legal and financial advisors, that such
a recommendation would cause the Board to breach its fiduciary duties.


(f)                                    Listings
or Quotation.  The Company’s Common
Stock shall be listed or quoted for trading on any of (a) the American Stock
Exchange, (b) New York Stock



 14
 









Exchange, (c) the Nasdaq Global
Market, (d) the Nasdaq Capital Market, or (e) the NASD OTC Bulletin Board (“OTCBB”)
(each, a “Primary Market”).  The
Company shall promptly secure the listing of all of the Registrable Securities
(as defined in the Registration Rights Agreement) upon each national securities
exchange and automated quotation system, if any, upon which the Common Stock is
then listed (subject to official notice of issuance) and shall maintain such
listing of all Registrable Securities from time to time issuable under the
terms of the Transaction Documents.


(g)                                 Fees
and Expenses.


(i)                                     Each
of the Company and the Buyer(s) shall pay all costs and expenses incurred by
such party in connection with the negotiation, investigation, preparation,
execution and delivery of the Transaction Documents.


(ii)                                  The
Company shall set aside $75,000 from the proceeds of the First Closing, $75,000
from the proceeds of the Second Closing, and $100,000 from the proceeds of the
Third Closing which shall be used to compensate Yorkville Advisors LLC (“Yorkville”)
for monitoring and managing the investment by YA Global Investments, L.P. (“YA
Global”) described herein, pursuant to Yorkville’s existing advisory obligations
to YA Global.


(iii)                               The
Company shall pay a structuring and due diligence fee to Yorkville Advisors,
LLC of Thirty Thousand Dollars ($30,000), of which Fifteen Thousand Dollars
($15,000) has been paid and the remaining Fifteen Thousand Dollars ($15,000)
shall be paid directly from the proceeds of the First Closing.


(h)                                 Corporate
Existence.  So long as any of the
Convertible Debentures remain outstanding, the Company shall not directly or
indirectly consummate any merger, reorganization, restructuring, reverse stock
split consolidation, sale of all or substantially all of the Company’s assets
or any similar transaction or related transactions (each such transaction, an “Organizational
Change”) unless, prior to the consummation an Organizational Change, the
Company obtains the written consent of each Buyer.  In any such case, the Company will make
appropriate provision with respect to such holders’ rights and interests to
insure that the provisions of this Section 4(h) will thereafter be applicable to
the Convertible Debentures.


(i)                                     Transactions
With Affiliates.  So long as any
Convertible Debentures are outstanding, the Company shall not, and shall cause
each of its subsidiaries not to, enter into, amend, modify or supplement, or
permit any subsidiary to enter into, amend, modify or supplement any agreement,
transaction, commitment, or arrangement with any of its or any subsidiary’s
officers, directors, person who were officers or directors at any time during
the previous two (2) years, stockholders who beneficially own five percent (5%)
or more of the Common Stock, or Affiliates (as defined below) or with any
individual related by blood, marriage, or adoption to any such individual or
with any entity in which any such entity or individual owns a five percent (5%)
or more beneficial interest (each a “Related Party”), except for (a)
customary employment arrangements and benefit programs on reasonable terms, (b)
any investment in an Affiliate of the Company, 
(c) any agreement, transaction, commitment, or arrangement on an
arms-length basis on terms no less favorable than terms which would have



 15
 









been obtainable from a person
other than such Related Party, or (d) any agreement, transaction, commitment,
or arrangement which is approved by a majority of the disinterested directors
of the Company; for purposes hereof, any director who is also an officer of the
Company or any subsidiary of the Company shall not be a disinterested director
with respect to any such agreement, transaction, commitment, or arrangement.  “Affiliate” for purposes hereof means,
with respect to any person or entity, another person or entity that, directly
or indirectly, (i) has a ten percent (10%) or more equity interest in that
person or entity, (ii) has ten percent (10%) or more common ownership with that
person or entity, (iii) controls that person or entity, or (iv) shares
common control with that person or entity. 
“Control” or “controls” for purposes hereof means that a
person or entity has the power, direct or indirect, to conduct or govern the
policies of another person or entity.


(j)                                     Transfer
Agent.  The Company covenants and
agrees that, in the event that the Company’s agency relationship with the
transfer agent should be terminated for any reason prior to a date which is two
(2) years after the Closing Date, the Company shall immediately appoint a new
transfer agent and shall require that the new transfer agent execute and agree
to be bound by the terms of the Irrevocable Transfer Agent Instructions (as
defined herein).


(k)                                  Subsequent
Offerings.


(i)                                     Except
as permitted pursuant to Section 4(k)(iii), without the written consent of the
Buyer so long as any portion of the Convertible Debentures are outstanding the
Company shall not (a) grant, issue or sell any Common Stock or other equity
securities, any securities convertible into or exchangeable for any Common
Stock or other equity securities or take any other action that may result in
the issuance of any of the foregoing, other than to issue options or similar
rights to purchase Common Stock granted pursuant to compensation, benefit,
severance or similar plans or employment agreements of the Company as in effect
on the date of this Agreement, or (b)
file any registration statements on Form S-8.


(ii)                                  
Except as permitted pursuant to Section 4(k)(iii), without the written consent
of the Buyer so long as any portion of the Convertible Debentures are
outstanding the Company shall not consummate any merger, reorganization,
restructuring, reverse stock split consolidation, sale of all or substantially
all of the Company’s assets or any similar transaction or related transactions,
or take any other action that may result in any of the foregoing, except that
any wholly-owned subsidiary of the Company may merge with the Company, provided
that, the Company shall be the continuing or surviving entity.


(iii)                               Notwithstanding
the foregoing, this Section 4(k) shall not apply to Excluded Securities
(as defined in the Convertible Debenture).


(l)                                     Notwithstanding
the restrictions set forth in Section 4(k)(i) and Section 4(k)(ii) above, the
Company may issue securities of the Company provided that (a) any such issuance
is for consideration not less than ninety percent (90%) of the market price of
the Common Stock on the date of such issuance.



 16














(m)          Neither the Buyer(s) nor any of its
affiliates have an open short position in the Common Stock of the Company, and
the Buyer(s) agrees that it shall not, and that it will cause its affiliates
not to, engage in any short sales of or hedging transactions with respect to
the Common Stock as long as any Convertible Debentures shall remain
outstanding.  


(n)           Rights of First Refusal.  So long
as any portion of Convertible Debentures are outstanding, if the Company
intends to raise additional capital by the issuance or sale of capital stock of
the Company, including without limitation shares of any class of common stock,
any class of preferred stock, options, warrants, convertible debt or any other
securities convertible or exercisable into shares of common stock (whether the
offering is conducted by the Company, underwriter, placement agent or any third
party) the Company shall be obligated to offer to the Buyers such issuance or
sale of capital stock, by providing in writing the principal amount of capital
it intends to raise and outline of the material terms of such capital raise,
prior to the offering such issuance or sale of capital stock to any third
parties including, but not limited to, current or former officers or directors,
current or former shareholders and/or investors of the obligor, underwriters,
brokers, agents or other third parties.  The Buyers shall have five (5)
business days from receipt of such notice of the sale or issuance of capital
stock to accept or reject all or a portion of such capital raising offer.  Any offer made to Buyer pursuant to this
section shall simultaneously be made on the same terms to Stanford on a pro-rata basis.


(o)           Lock Up Agreements.  On the date hereof, the Company shall obtain
from each officer and director a lock up agreement in the form attached hereto
as Exhibit D.


(p)           Additional Registration Statements.  Until the effective date of the initial
Registration Statement, the Company will not file a registration statement
under the Securities Act relating to securities that are not the Securities.


(q)           Review of Public Disclosures.  All SEC filings (including, without
limitation, all filings required under the Exchange Act, which include Forms
10-Q and 10-QSB, 10-K and 10K-SB, 8-K, etc) and other public disclosures made
by the Company, including, without limitation, all press releases, investor
relations materials, and scripts of analysts meetings and calls, shall be
reviewed and approved for release by the Company’s attorneys and, if containing
financial information, the Company’s independent certified public accountants.


(r)            Disclosure of Transaction.  Within four Business Days following the date
of this Agreement, the Company shall file a Current Report on Form 8-K
describing the terms of the transactions contemplated by the Transaction
Documents in the form required by the Exchange Act and attaching the material
Transaction Documents (including, without limitation, this Agreement, the form
of the Convertible Debenture, the form of Warrant and the form of the Registration
Rights Agreement) as exhibits to such filing.


5.     TRANSFER
AGENT INSTRUCTIONS.


(a)           The Company shall issue the
Irrevocable Transfer Agent Instructions to its transfer agent, and any
subsequent transfer agent, irrevocably appointing David Gonzalez, Esq. as the
Company’s agent for purpose instructing its transfer agent to issue



 17
 








certificates or credit shares to the
applicable balance accounts at The Depository Trust Company (“DTC”),
registered in the name of each Buyer or its respective nominee(s), for the Conversion
Shares and the Warrant Shares issued upon conversion of the Convertible
Debentures or exercise of the Warrants as specified from time to time by each
Buyer to the Company upon conversion of the Convertible Debentures or exercise
of the Warrants.  The Company shall not
change its transfer agent without the express written consent of the Buyers,
which may be withheld by the Buyers in their sole discretion.  The Company warrants that no instruction
other than the Irrevocable Transfer Agent Instructions referred to in this
Section 5, and stop transfer instructions to give effect to Section 2(g) hereof
(in the case of the Conversion Shares or Warrant Shares prior to registration
of such shares under the Securities Act) will be given by the Company to its
transfer agent, and that the Securities shall otherwise be freely transferable
on the books and records of the Company as and to the extent provided in this
Agreement and the other Transaction Documents. 
If a Buyer effects a sale, assignment or transfer of the Securities in
accordance with Section 2(f), the Company shall promptly instruct its transfer
agent to issue one or more certificates or credit shares to the applicable
balance accounts at DTC in such name and in such denominations as specified by such
Buyer to effect such sale, transfer or assignment and, with respect to any
transfer, shall permit the transfer.  In
the event that such sale, assignment or transfer involves Conversion Shares or
Warrant Shares sold, assigned or transferred pursuant to an effective
registration statement or pursuant to Rule 144, the transfer agent shall issue
such Securities to the Buyer, assignee or transferee, as the case may be,
without any restrictive legend.   
Nothing in this Section 5 shall affect in any way the Buyer’s
obligations and agreement to comply with all applicable securities laws upon
resale of Conversion Shares.  The Company
acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the Buyer by vitiating the intent and purpose of the
transaction contemplated hereby. 
Accordingly, the Company acknowledges that the remedy at law for a
breach of its obligations under this Section 5 will be inadequate and agrees,
in the event of a breach or threatened breach by the Company of the provisions
of this Section 5, that the Buyer(s) shall be entitled, in addition to all
other available remedies, to an injunction restraining any breach and requiring
immediate issuance and transfer, without the necessity of showing economic loss
and without any bond or other security being required.


6.     CONDITIONS
TO THE COMPANY’S OBLIGATION TO SELL.


The obligation of
the Company hereunder to issue and sell the Convertible Debentures to the
Buyer(s) at the Closings is subject to the satisfaction, at or before the
Closing Dates, of each of the following conditions, provided that these
conditions are for the Company’s sole benefit and may be waived by the Company
at any time in its sole discretion:


(a)           Each Buyer shall have executed the
Transaction Documents and delivered them to the Company.


(b)           The Buyer(s) shall have delivered to
the Company the Purchase Price for the Convertible Debentures and Warrants in
the respective amounts as set forth next to each Buyer as set forth on Schedule
I attached hereto, minus any fees to be paid directly from the proceeds the
Closings as set forth herein, by wire transfer of immediately available U.S.
funds pursuant to the wire instructions provided by the Company.



 18
 








(c)           The representations and warranties of
the Buyer(s) shall be true and correct in all material respects as of the date
when made and as of the Closing Dates as though made at that time (except for
representations and warranties that speak as of a specific date), and the
Buyer(s) shall have performed, satisfied and complied in all material respects
with the covenants, agreements and conditions required by this Agreement to be
performed, satisfied or complied with by the Buyer(s) at or prior to the
Closing Dates.  


7.     CONDITIONS
TO THE BUYER’S OBLIGATION TO PURCHASE.


(a)           The obligation of the Buyer(s)
hereunder to purchase the Convertible Debentures at the First Closing is
subject to the satisfaction, at or before the First Closing Date, of each of
the following conditions:


(i)            The Company shall have executed the
Transaction Documents and delivered the same to the Buyers.


(ii)           The Common Stock shall be authorized
for quotation or trading on the Primary Market, trading in the Common Stock
shall not have been suspended for any reason, and all the Conversion Shares
issuable upon the conversion of the Convertible Debentures shall be approved
for listing or trading on the Primary Market.   



(iii)          The representations and warranties of
the Company shall be true and correct in all material respects (except to the
extent that any of such representations and warranties is already qualified as
to materiality in Section 3 above, in which case, such representations and
warranties shall be true and correct without further qualification) as of the
date when made and as of the First Closing Date as though made at that time
(except for representations and warranties that speak as of a specific date)
and the Company shall have performed, satisfied and complied in all material
respects with the covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by the Company at or
prior to the First Closing Date.


(iv)          The Company shall have executed and
delivered to the Buyer(s) the Convertible Debentures and Warrants in the
respective amounts set forth opposite each Buyer’s name on Schedule I attached
hereto.


(v)           The Buyers shall have received an
opinion of counsel from counsel to the Company in a form satisfactory to the
Buyers.


(vi)          The Company shall have provided to the
Buyers a true copy of a certificate of good standing evidencing the formation
and good standing of the Company from the secretary of state (or comparable
office) from the jurisdiction in which the Company is incorporated, as of a
date within 10 days of the First Closing Date.


(vii)         The Company shall have delivered to the
Buyers a certificate, executed by the Secretary of the Company and dated as of
the First Closing Date, as to (i) the resolutions consistent with Section 3(c)
as adopted by the Company’s Board of Directors in a form reasonably acceptable
to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each
as in effect at the First Closing.



 19
 








(viii)        The Company shall have provided to the
Buyer an acknowledgement, to the satisfaction of the Buyer, from the Company’s
independent certified public accountants. 



(ix)           A form UCC-1, any appropriate filings
to be made with the Patent and Trademark Office, or such other forms as may be
required to perfect the Buyer’s interest in the Pledged Property as detailed in
the Security Agreement and the Patent Security Agreement shall have been filed.


(x)            The Company shall have created the
Initial Share Reserve. 


(xi)           The Irrevocable Transfer Agent
Instructions, in form and substance satisfactory to the Buyer, shall have been
delivered to and acknowledged in writing by the Company’s transfer agent.


(xii)          The Company shall have entered into
definitive documents with respect to the Stanford Closing for an additional
investment of $5,000,000 subject to the conditions therein and in the event the
Stanford Closing occurs, the Buyer and Stanford shall have entered into an
intercreditor agreement in a form satisfactory to the Buyer. 


(b)           The obligation of the Buyer(s)
hereunder to accept the Convertible Debentures at the Second Closing is subject
to the satisfaction, at or before the Second Closing Date, of each of the
following conditions:


(i)            The Common Stock shall be authorized
for quotation or trading on the Primary Market, trading in the Common Stock
shall not have been suspended for any reason, and all the Conversion Shares
issuable upon the conversion of the Convertible Debentures shall be approved
for listing or trading on the Primary Market. 



(ii)           The representations and warranties of
the Company shall be true and correct in all material respects (except to the
extent that any of such representations and warranties is already qualified as
to materiality in Section 3 above, in which case, such representations and
warranties shall be true and correct without further qualification) as of the
date when made and as of the Second Closing Date as though made at that time
(except for representations and warranties that speak as of a specific date)
and the Company shall have performed, satisfied and complied in all material
respects with the covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by the Company at or
prior to the Second Closing Date. 


(iii)          The Company shall have executed and
delivered to the Buyers the Convertible Debentures in the respective amounts
set forth opposite each Buyers name on Schedule I attached hereto.


(iv)          The Company shall have filed the
Registration Statement with the SEC materially in compliance with the rules and
regulations promulgated by the SEC for filing thereof.



 20
 








(v)           The Company shall have filed a
preliminary proxy statement seeking to obtain the Shareholder Approval with the
SEC materially in compliance with the rules and regulations promulgated by the
SEC for filing thereof.  


(vi)          The Company shall have certified, in a
certificate executed by two officers of the Company and dated as of the Second
Closing Date, that all conditions to the Second Closing have been satisfied.


(c)           The obligation of the Buyers
hereunder to accept the Convertible Debentures at the Third Closing is subject
to the satisfaction, at or before the Third Closing Date, of each of the
following conditions:


(i)            The Common Stock shall be authorized
for quotation or trading on the Primary Market, trading in the Common Stock shall
not have been suspended for any reason, and all the Conversion Shares issuable
upon the conversion of the Convertible Debentures shall be approved for listing
or trading on the Primary Market. 


(ii)           The representations and warranties of
the Company shall be true and correct in all material respects (except to the
extent that any of such representations and warranties is already qualified as
to materiality in Section 3 above, in which case, such representations and
warranties shall be true and correct without further qualification) as of the
date when made and as of the Third Closing Date as though made at that time
(except for representations and warranties that speak as of a specific date)
and the Company shall have performed, satisfied and complied in all material
respects with the covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by the Company at or
prior to the Third Closing Date.  


(iii)          The Company shall have executed and
delivered to the Buyers the Convertible Debentures in the respective amounts
set forth opposite each Buyers name on Schedule I attached hereto.


(iv)          The Registration Statement shall have
been declared effective by the SEC.  


(v)           The Company shall have obtained
shareholder Approval.  


(vi)          The Company shall have created the
Share Reserve.  


(vii)         The Company shall have certified, in a
certificate executed by two officers of the Company and dated as of the Third
Closing Date, that all conditions to the Third Closing have been satisfied.


8.     INDEMNIFICATION.


(a)           In consideration of the Buyer’s
execution and delivery of this Agreement and acquiring the Convertible
Debentures and the Conversion Shares hereunder, and in addition to all of the
Company’s other obligations under this Agreement, the Company shall defend,
protect, indemnify and hold harmless the Buyer(s) and each other holder of the



 21
 








Convertible Debentures and the Conversion
Shares, and all of their officers, directors, employees and
agents (including, without limitation, those retained in connection with
the transactions contemplated by this Agreement) (collectively, the “Buyer
Indemnitees”) from and against any and all actions, causes of action,
suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses
in connection therewith (irrespective of whether any such Buyer Indemnitee is a
party to the action for which indemnification hereunder is sought), and
including reasonable attorneys’ fees and disbursements (the “Indemnified
Liabilities”), incurred by the Buyer Indemnitees or any of them as a result
of, or arising out of, or relating to (a) any misrepresentation or breach of
any representation or warranty made by the Company in this Agreement, the
Convertible Debentures or the other Transaction Documents or any other
certificate, instrument or document contemplated hereby or thereby, (b) any
breach of any covenant, agreement or obligation of the Company contained in
this Agreement, or the other Transaction Documents or any other certificate,
instrument or document contemplated hereby or thereby, or (c) any cause of
action, suit or claim brought or made against such Buyer Indemnitee and arising
out of or resulting from the execution, delivery, performance or enforcement of
this Agreement or any other instrument, document or agreement executed pursuant
hereto by any of the parties hereto, any transaction financed or to be financed
in whole or in part, directly or indirectly, with the proceeds of the issuance
of the Convertible Debentures or the status of the Buyer or holder of the
Convertible Debentures and the Conversion Shares, as a Buyer of Convertible
Debentures in the Company.  To the extent
that the foregoing undertaking by the Company may be unenforceable for any
reason, the Company shall make the maximum contribution to the payment and
satisfaction of each of the Indemnified Liabilities, which is permissible under
applicable law.


(b)           In consideration of the Company’s
execution and delivery of this Agreement, and in addition to all of the Buyer’s
other obligations under this Agreement, the Buyer shall defend, protect,
indemnify and hold harmless the Company and all of its officers, directors,
employees and agents (including, without limitation, those retained in
connection with the transactions contemplated by this Agreement) (collectively,
the “Company Indemnitees”) from and against any and all Indemnified
Liabilities incurred by the Indemnitees or any of them as a result of, or
arising out of, or relating to (a) any misrepresentation or breach of any
representation or warranty made by the Buyer(s) in this Agreement, instrument
or document contemplated hereby or thereby executed by the Buyer, (b) any
breach of any covenant, agreement or obligation of the Buyer(s) contained in
this Agreement,  the Transaction
Documents or any other certificate, instrument or document contemplated hereby
or thereby executed by the Buyer, or (c) any cause of action, suit or claim
brought or made against such Company Indemnitee based on material
misrepresentations or due to a material breach and arising out of or resulting
from the execution, delivery, performance or enforcement of this Agreement, the
Transaction Documents or any other instrument, document or agreement executed
pursuant hereto by any of the parties hereto.  To the extent that the foregoing undertaking
by each Buyer may be unenforceable for any reason, each Buyer shall make the
maximum contribution to the payment and satisfaction of each of the Indemnified
Liabilities, which is permissible under applicable law.



 22
 








9.     GOVERNING
LAW: MISCELLANEOUS.


(a)           Governing Law.  This Agreement shall be governed by and
interpreted in accordance with the laws of the State of New Jersey without
regard to the principles of conflict of laws. 
The parties further agree that any action between them shall be heard in
Hudson County, New Jersey, and expressly consent to the jurisdiction and venue
of the Superior Court of New Jersey, sitting in Hudson County and the United
States District Court for the District of New Jersey sitting in Newark, New
Jersey for the adjudication of any civil action asserted pursuant to this
Paragraph.


(b)           Counterparts.  This Agreement may be executed in two or more
identical counterparts, all of which shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each
party and delivered to the other party. 
In the event any signature page is delivered by facsimile transmission,
the party using such means of delivery shall cause four (4) additional original
executed signature pages to be physically delivered to the other party within
five (5) days of the execution and delivery hereof.


(c)           Headings.  The headings of this Agreement are for
convenience of reference and shall not form part of, or affect the interpretation
of, this Agreement.


(d)           Severability.  If any provision of this Agreement shall be
invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement in that jurisdiction or the validity or
enforceability of any provision of this Agreement in any other jurisdiction.


(e)           Entire Agreement, Amendments.  This Agreement supersedes all other prior
oral or written agreements between the Buyer(s), the Company, their affiliates
and persons acting on their behalf with respect to the matters discussed
herein, and this Agreement and the instruments referenced herein contain the
entire understanding of the parties with respect to the matters covered herein
and therein and, except as specifically set forth herein or therein, neither
the Company nor any Buyer makes any representation, warranty, covenant or
undertaking with respect to such matters. 
No provision of this Agreement may be waived or amended other than by an
instrument in writing signed by the party to be charged with enforcement.


(f)            Notices.  Any notices, consents, waivers, or other
communications required or permitted to be given under the terms of this
Agreement must be in writing and will be deemed to have been delivered (i) upon
receipt, when delivered personally; (ii) upon confirmation of receipt, when
sent by facsimile; (iii) three (3) days after being sent by U.S. certified
mail, return receipt requested, or (iv) one (1) day after deposit with a nationally
recognized overnight delivery service, in each case properly addressed to the
party to receive the same.  The addresses
and facsimile numbers for such communications shall be:



 23
 








 


	
  If to the Company, to:

  	
  Senesco Technologies, Inc.

  
	
   

  	
  303 George Street, Suite 420

  
	
   

  	
  New Brunswick, NJ 08901

  
	
   

  	
  Attention:

  	
  Chief Executive Officer

  
	
   

  	
  Telephone:

  	
  732-296-8400

  
	
   

  	
  Facsimile:

  	
  732-296-9292

  
	
   

  	
   

  
	
  With a copy to:

  	
  Morgan, Lewis & Bockius LLP

  
	
   

  	
  502 Carnegie Center

  
	
   

  	
  Princeton, NJ 08540

  
	
   

  	
  Attention:

  	
  Emilio Ragosa, Esq.

  
	
   

  	
  Telephone:

  	
  (609) 919-6633

  
	
   

  	
  Facsimile:

  	
  (609) 919-6701

  



 


If to the
Buyer(s), to its address and facsimile number on Schedule I, with copies to the
Buyer’s counsel as set forth on Schedule I. 
Each party shall provide five (5) days’ prior written notice to the
other party of any change in address or facsimile number.


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


(h)           No 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.


(i)            Survival.  Unless this Agreement is terminated under
Section 9(l), the representations and warranties of the Company and the
Buyer(s) contained in Sections 2 and 3, the agreements and covenants set forth
in Sections 4, 5 and 9, and the indemnification provisions set forth in Section
8, shall survive the Closing for a period of two (2) years following the date
on which the Convertible Debentures are converted in full.  The Buyer(s) shall be responsible only for
its own representations, warranties, agreements and covenants hereunder.


(j)            Publicity.  The Company and the Buyer(s) shall have the
right to approve, before issuance any press release or any other public
statement with respect to the transactions contemplated hereby made by any
party; provided, however, that the Company
shall be entitled, without the prior approval of the Buyer(s), to issue any
press release or other public disclosure with respect to such transactions
required under applicable securities or other laws or regulations (the Company
shall use its best efforts to consult the Buyer(s) in connection with any such
press release or other public disclosure prior to its release and Buyer(s)
shall be provided with a copy thereof upon release thereof).


(k)           Further Assurances.  Each party shall do and perform, or cause to
be done and performed, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents, as
the other party may reasonably



 24
 








request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.


(l)            Termination.  In the event that the First Closing shall not
have occurred with respect to the Buyers on or before five (5) business days
from the date hereof due to the Company’s or the Buyer’s failure to satisfy the
conditions set forth in Sections 6 and 7 above (and the non-breaching party’s
failure to waive such unsatisfied condition(s)), the non-breaching party shall
have the option to terminate this Agreement with respect to such breaching
party at the close of business on such date without liability of any party to
any other party; provided, however, that if this
Agreement is terminated by the Company pursuant to this Section 9(l), the
Company shall remain obligated to reimburse the Buyer(s) for the fees and
expenses of Yorkville Advisors LLC described in Section 4(g) above.


(m)          Brokerage.  Except for H.C. Wainright & Co., Inc.,
the Company represents that no broker, agent, finder or other party has been
retained by it in connection with the transactions contemplated hereby and that
no other fee or commission has been agreed by the Company to be paid for or on
account of the transactions contemplated hereby.  


(n)           No Strict Construction.  The language used in this Agreement will be
deemed to be the language chosen by the parties to express their mutual intent,
and no rules of strict construction will be applied against any party.


(o)           Accounting Provision.  For purposes of clarity, the Company shall
not be obligated to settle any conversion of the Debentures or exercise of the
Warrants in cash, except as a result of the negligence or willful misconduct of
the Company, then in such case, any cash settlement shall be as per the terms
of the Debenture or Warrant, as applicable.


[REMAINDER PAGE INTENTIONALLY LEFT
BLANK]



 25
 








IN WITNESS WHEREOF, each Buyer and the Company have caused
their respective signature page to this Securities Purchase Agreement to be
duly executed as of the date first written above.


	
  

  	
  COMPANY:

  
	
   

  	
  SENESCO TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
        /s/ Bruce C.
  Galton

  	
   

  
	
   

  	
  Name: Bruce C. Galton

  
	
   

  	
  Title:   President and Chief
  Executive Officer

  



 



 26
 








IN
WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this
Securities Purchase Agreement to be duly executed as of the date first written above.


	
  

  	
  BUYERS:

  
	
   

  	
  YA GLOBAL INVESTMENTS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:      Yorkville
  Advisors, LLC

  
	
   

  	
  Its:       Investment
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:      /s/ Troy
  Rillo

  	
   

  
	
   

  	
  Name: Troy Rillo

  	
   

  
	
   

  	
  Its:       Senior
  Managing Director

  



 



 27














SCHEDULE I


SCHEDULE OF BUYERS


	
  (1)

  	
   

  	
  (2)

  	
   

  	
  (3)

  	
   

  	
  (4)

  	
   

  	
  (5)

  	
   

  	
  (6)

  	
   

  	
  (7)

  	
   

  	
  (8)

  
	
   

  	
   

  	
  Subscription
  Amount

  	
   

  	
  Number of Warrant
  Shares

  	
   

  	
  Legal
  Representative’s

  Address and Facsimile

  
	
  Buyer

  	
   

  	
  First Closing

  	
   

  	
  Second Closing

  	
   

  	
  Third Closing

  	
   

  	
  First Closing

  	
   

  	
  Second Closing

  	
   

  	
  Third Closing

  	
   

  	
  Number

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  YA Global Investments, L.P.

  

  101 Hudson Street, Suite

  3700

  Jersey City, NJ  07303

  Attention: Mark Angelo

  Telephone: (201) 985-8300

  Facsimile: (201) 985-8266

  Residence:  Cayman Islands

  	
   

  	
  $

  	
  1,500,000

  	
   

  	
  $

  	
  1,500,000

  	
   

  	
  $

  	
  2,000,000

  	
   

  	
  1,387,500 shares of Series A Warrants with an
  exercise price of $1.01.

  	
   

  	
  1,387,500 shares of Series A Warrants with an
  exercise price of $1.01.

  	
   

  	
  2,775,000 shares of Series B Warrants with an
  exercise price of $0.90.

  	
   

  	
  David Gonzalez, Esq. 101 Hudson Street, Suite 3700
  Jersey City, New Jersey 07302 
  Telephone: (201) 985-8300 
  Facsimile: (201) 985-8266

  
																		



 
















DISCLOSURE
SCHEDULE


















EXHIBIT A


FORM OF CONVERTIBLE DEBENTURE


















EXHIBIT B


FORM OF SERIES A WARRANT


















EXHIBIT C


FORM OF SERIES B WARRANT


















EXHIBIT D


LOCK UP AGREEMENT


The undersigned hereby agrees that for a period
commencing on August 1, 2007 and expiring on the earlier of (a) the date that
all amounts owed to YA Global Investments, L.P. under the Secured Convertible
Debentures issued pursuant to the Securities Purchase Agreement have been
repaid, (b) the date ninety (90) days after the Third Closing (as defined in
the Securities Purchase Agreement), or (c) if the Company has not obtained
Stockholder Approval, eighteen months from the First Closing (as defined in the
Securities Purchase Agreement) (the “Lock-up Period”), he, she or it
will not, directly or indirectly, without the prior written consent of the
Buyer, issue, offer, agree or offer to sell, sell, grant an option for the
purchase or sale of, transfer, pledge, assign, hypothecate, distribute or
otherwise encumber or dispose of any securities of the Company, including
common stock or options, rights, warrants or other securities underlying,
convertible into, exchangeable or exercisable for or evidencing any right to
purchase or subscribe for any common stock (whether or not beneficially owned
by the undersigned), or any beneficial interest therein (collectively, the “Securities”),
except (i) in accordance with the volume limitations set forth in Rule 144(e)
of the General Rules and Regulations under the Securities Act of 1933, as
amended, or (ii) either during his or her lifetime or upon death, by gift,
will or intestacy, to his or her immediate family or to a trust or limited partnership
the beneficiaries or members of which are exclusively the undersigned and/or a
member or members of his or her immediate family; provided, however,
it shall be a condition to the transfer that the transferee execute an
agreement stating that the transferee is receiving and holding the Securities
subject to the provisions of this Lock-up Agreement.


In order to enable the aforesaid covenants to be
enforced, the undersigned hereby consents to the placing of legends and/or
stop-transfer orders with the transfer agent of the Company’s securities with
respect to any of the Securities registered in the name of the undersigned or
beneficially owned by the undersigned, and the undersigned hereby confirms the
undersigned’s investment in the Company.


	
  Dated:
                        ,
  2007

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
  City, State, Zip Code:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Social Security Number

  
	
   

  	
  or Taxpayer I.D. Number