NOTE
      AND WARRANT PURCHASE

    


    AGREEMENT

    


     

    Dated
      as of September 26, 2007

    


    
 

    by
      and among

    


    
 

    DUSKA
      THERAPEUTICS, INC.

    
 

    and

    


     

    THE
      PURCHASERS LISTED ON EXHIBIT A

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF CONTENTS

     

    Page

     

    
      	
              ARTICLE
                I

            	
              Purchase
                and Sale of Notes and Warrants

            	
              1

            
	
              Section
                1.1

            	
              Purchase
                and Sale of Notes and Warrants.

            	
              1

            
	
              Section
                1.2

            	
              Purchase
                Price and Closing

            	
              2

            
	
              Section
                1.3

            	
              Conversion
                Shares / Warrant Shares

            	
              2

            
	 	 	 
	
              ARTICLE
                II

            	
              Representations
                and Warranties

            	
              3

            
	
              Section
                2.1

            	
              Representations
                and Warranties of the Company

            	
              3

            
	
              Section
                2.2

            	
              Representations
                and Warranties of the Purchasers

            	
              13

            
	 	 	 
	
              ARTICLE
                III

            	
              Covenants

            	
              15

            
	
              Section
                3.1

            	
              Securities
                Compliance

            	
              16

            
	
              Section
                3.2

            	
              Registration
                and Listing

            	
              15

            
	
              Section
                3.3

            	
              Inspection
                Rights

            	
              16

            
	
              Section
                3.4

            	
              Compliance
                with Laws

            	
              16

            
	
              Section
                3.5

            	
              Keeping
                of Records and Books of Account

            	
              16

            
	
              Section
                3.6

            	
              Reporting
                Requirements

            	
              16

            
	
              Section
                3.7

            	
              Other
                Agreements

            	
              17

            
	
              Section
                3.8

            	
              Use
                of Proceeds

            	
              17

            
	
              Section
                3.9

            	
              Reporting
                Status

            	
              17

            
	
              Section
                3.10

            	
              Disclosure
                of Transaction

            	
              17

            
	
              Section
                3.11

            	
              Disclosure
                of Material Information

            	
              18

            
	
              Section
                3.12

            	
              Pledge
                of Securities

            	
              18

            
	
              Section
                3.13

            	
              Amendments

            	
              18

            
	
              Section
                3.14

            	
              Distributions

            	
              18

            
	
              Section
                3.15

            	
              Reservation
                of Shares

            	
              18

            
	
              Section
                3.16

            	
              Transfer
                Agent Instructions

            	
              18

            
	
              Section
                3.17

            	
              Disposition
                of Assets

            	
              19

            
	
              Section
                3.18

            	
              Form
                SB-2 Eligibility

            	
              19

            
	
              Section
                3.19

            	
              Restrictions
                on Certain Issuances of Securities

            	
              19

            
	
              Section
                3.20

            	
              Increase
                in Authorized Shares of Common Stock

            	
              19

            
	
              Section
                3.21

            	
              Acquisition
                of Assets

            	
              20

            
	
              Section
                3.22

            	
              Subsequent
                Financings

            	
              20

            
	 	 	 
	
              ARTICLE
                IV

            	
              Conditions

            	
              22

            
	
              Section
                4.1

            	
              Conditions
                Precedent to the Obligation of the Company to Close and to Sell the
                Securities

            	
              22

            
	
              Section
                4.2

            	
              Conditions
                Precedent to the Obligation of the Purchasers to Close and to Purchase
                the
                Securities

            	
              23

            
	 	 	 
	
              ARTICLE
                V

            	
              Certificate
                Legend

            	
              25

            
	
              Section
                5.1

            	
              Legend

            	
              25

            
	 	 	 
	
              ARTICLE
                VI

            	
              Indemnification

            	
              26

            
	
              Section
                6.1

            	
              General
                Indemnity.

            	
              26

            
	
              Section
                6.2

            	
              Indemnification
                Procedure

            	
              26

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      TABLE
        OF CONTENTS

      (continued)

       

      Page

    

     

    
      	 	 	 
	
              ARTICLE
                VII

            	
              Miscellaneous

            	
              27

            
	
              Section
                7.1

            	
              Fees
                and Expenses

            	
              27

            
	
              Section
                7.2

            	
              Specific
                Performance; Consent to Jurisdiction; Venue.

            	
              27

            
	
              Section
                7.3

            	
              Entire
                Agreement; Amendment

            	
              28

            
	
              Section
                7.4

            	
              Notices

            	
              28

            
	
              Section
                7.5

            	
              Waivers

            	
              29

            
	
              Section
                7.6

            	
              Headings

            	
              29

            
	
              Section
                7.7

            	
              Successors
                and Assigns

            	
              29

            
	
              Section
                7.8

            	
              No
                Third Party Beneficiaries

            	
              29

            
	
              Section
                7.9

            	
              Governing
                Law

            	
              29

            
	
              Section
                7.10

            	
              Survival

            	
              30

            
	
              Section
                7.11

            	
              Counterparts

            	
              30

            
	
              Section
                7.12

            	
              Publicity

            	
              30

            
	
              Section
                7.13

            	
              Severability

            	
              30

            
	
              Section
                7.14

            	
              Further
                Assurances

            	
              30

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    NOTE
      AND WARRANT PURCHASE AGREEMENT

    


    This
      NOTE
      AND WARRANT PURCHASE AGREEMENT dated as of September 26, 2007 (this
“Agreement”)
      by and
      among Duska Therapeutics, Inc., a Nevada corporation (the “Company”),
      and
      each of the purchasers of the senior secured convertible promissory notes of
      the
      Company whose names are set forth on Exhibit
      A
      attached
      hereto (each a “Purchaser”
and
      collectively, the “Purchasers”).
      

    


    The
      parties hereto agree as follows:

     

    ARTICLE
      I

     

    PURCHASE
      AND SALE OF NOTES AND WARRANTS

     

    Section
      1.1 Purchase
      and Sale of Notes and Warrants.
      

     

    (a) Upon
      the
      following terms and conditions, the Company shall issue and sell to the
      Purchasers, and the Purchasers shall purchase from the Company, (i) 10% senior
      secured convertible promissory notes in the aggregate principal amount of up
      to
      $5,750,000, convertible into shares of the Company’s common stock, par value
      $0.001 per share (the “Common
      Stock”),
      in
      substantially the form attached hereto as Exhibit
      B
      (the
“Notes”).
      The
      Company and the Purchasers are executing and delivering this Agreement in
      accordance with and in reliance upon the exemption from securities registration
      afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and
      the
      rules and regulations promulgated thereunder (the “Securities
      Act”),
      including Regulation D (“Regulation
      D”),
      and/or upon such other exemption from the registration requirements of the
      Securities Act as may be available with respect to any or all of the investments
      to be made hereunder. All share numbers and per share, exercise and conversion
      prices set forth in this Agreement and the Transaction Documents assume the
      effectuation, prior to the date hereof, of the reverse split of the Company
      as
      disclosed in the Company’s Information Statement filed with the Commission on
      February 28, 2007; to the extent such reverse split was not effected prior
      to
      the date hereof, appropriate and proportional adjustment shall be made to all
      share numbers and per share, exercise and conversion prices set forth herein
      and
      in the other Transaction Documents.

     

    (b) Upon
      the
      following terms and conditions, the Purchasers shall be issued (i) Warrants,
      in
      substantially the form attached hereto as Exhibit
      C
      (the
“Long
      Term Warrants”),
      to
      purchase a number of shares of Common Stock equal to one hundred percent (100%)
      of the number of Conversion Shares issuable upon conversion of such Purchaser’s
      Note at an exercise price per share equal to the Warrant Price (as defined
      in
      the Long Term Warrants) for a term of five (5) years following the Closing
      Date
      and (ii) Warrants, in substantially the form attached hereto as Exhibit
      D
      (the
“Short
      Term Warrants”
and,
      together with the Long Term Warrants, the “Warrants”),
      to
      purchase a number of shares of Common Stock equal to one hundred percent (100%)
      of the number of Conversion Shares issuable upon conversion of such Purchaser’s
      Note at an exercise price per share equal to the Warrant Price (as defined
      in
      the Short Term Warrants) for a term that expires on the later of (a) one (1)
      year following the Closing Date and (b) the date that is the 90th
      continuous day of effectiveness of the Registration Statement permitting the
      resale of all of the Warrant Shares pursuant to the Registration Statement.
      The
      number of shares of Common Stock issuable upon exercise of the Warrants issuable
      to each Purchaser is set forth opposite such Purchaser’s name on Exhibit
      A
      attached
      hereto.

     


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    Section
      1.2 Purchase
      Price and Closing.
      Subject
      to the terms and conditions hereof, the Company agrees to issue and sell to
      the
      Purchasers and, in consideration of and in express reliance upon the
      representations, warranties, covenants, terms and conditions of this Agreement,
      the Purchasers, severally but not jointly, agree to purchase the Notes and
      Warrants for an aggregate purchase price of up to $5,750,000 (the “Purchase
      Price”).
      The
      closing under this Agreement (the “Closing”)
      shall
      take place on or before September 26, 2007 (the “Closing
      Date”).
      The
      closing of the purchase and sale of the Notes and Warrants to be acquired by
      the
      Purchasers from the Company under this Agreement shall take place at the offices
      of Platinum Long Term Growth VI, LLC (the “Lead
      Purchaser”),
      152
      West 57th
      Street,
      54th
      Floor,
      New York, 10:00 a.m. New York time; provided,
      that
      all of the conditions set forth in Article IV hereof and applicable to the
      Closing shall have been fulfilled or waived in accordance herewith. Subject
      to
      the terms and conditions of this Agreement, at the Closing the Company shall
      deliver or cause to be delivered to each Purchaser (x) Notes for the principal
      amount set forth opposite the name of such Purchaser on Exhibit
      A
      hereto
      and (y) Warrants to purchase such number of shares of Common Stock as is set
      forth opposite the name of such Purchaser on Exhibit
      A
      attached
      hereto. At the Closing, each Purchaser shall deliver its Purchase Price by
      wire
      transfer of immediately available funds to the Company. 

     

    Section
      1.3 Conversion
      Shares / Warrant Shares.
      The
      Company has authorized and has reserved and covenants to continue to reserve,
      free of preemptive rights and other similar contractual rights of stockholders
      a
      total of 44,700,000 shares of Common Stock to effect the conversion of the
      Notes
      and any interest accrued and outstanding thereon and exercise of the Warrants.
      Within 90 days of the Closing Date, the Company shall amend its Articles to
      increase the number of authorized shares of Common Stock (the date of the
      effectiveness of such amendment, the “Amendment Date”). On an after the
      Amendment Date, the Company shall reserve (and hereby covenants to continue
      to
      reserve), free of preemptive rights and other similar contractual rights, a
      number of its authorized but unissued shares of Common Stock equal to one
      hundred twenty percent (120%) of the aggregate number of shares of Common Stock
      to effect the conversion of the Notes and any interest accrued and outstanding
      thereon and exercise of the Warrants. Any shares of Common Stock issuable upon
      conversion of the Notes and any interest accrued and outstanding on the Notes
      are herein referred to as the “Conversion
      Shares”.
      Any
      shares of Common Stock issuable upon exercise of the Warrants (and such shares
      when issued) are herein referred to as the “Warrant
      Shares”.
      The
      Notes, the Warrants, the Conversion Shares and the Warrant Shares are sometimes
      collectively referred to herein as the “Securities”.

     

     

    ARTICLE
      II

     

    REPRESENTATIONS
      AND WARRANTIES

     

    Section
      2.1 Representations
      and Warranties of the Company.
      The
      Company hereby represents and warrants to the Purchasers, as of the date hereof
      and the Closing Date (except as set forth on the Schedule of Exceptions attached
      hereto with each numbered Schedule corresponding to the section number herein),
      as follows:

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    (a) Organization,
      Good Standing and Power.
      The
      Company is a corporation duly incorporated, validly existing and in good
      standing under the laws of the State of Nevada and has the requisite corporate
      power to own, lease and operate its properties and assets and to conduct its
      business as it is now being conducted. The Company does not have any direct
      or
      indirect Subsidiaries (as defined in Section 2.1(g)) or own securities of any
      kind in any other entity except as set forth on Schedule
      2.1(g)
      hereto.
      The Company and each such Subsidiary (as defined in Section 2.1(g)) 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 or property
      owned by it makes such qualification necessary except for any jurisdiction(s)
      (alone or in the aggregate) in which the failure to be so qualified will not
      have a Material Adverse Effect. For the purposes of this Agreement,
“Material
      Adverse Effect”
means
      any material adverse effect on the business, operations, properties, prospects,
      or financial condition of the Company and its Subsidiaries and/or any condition,
      circumstance, or situation that would prohibit or otherwise materially interfere
      with the ability of the Company to perform any of its obligations under this
      Agreement or any of the Transaction Documents in any material
      respect.

     

    (b) Authorization;
      Enforcement.
      The
      Company has the requisite corporate power and authority to enter into and
      perform this Agreement, the Notes, the Warrants, the Registration Rights
      Agreement by and among the Company and the Purchasers, dated as of the date
      hereof, substantially in the form of Exhibit
      E
      attached
      hereto (the “Registration
      Rights Agreement”),
      the
      Security Agreement by and among the Company and its wholly owned subsidiaries,
      on the one hand, and the Agent (as defined in the Security Agreement), on the
      other hand, dated as of the date hereof, substantially in the form of
Exhibit
      F
      attached
      hereto (the “Security
      Agreement”),
      the
      Patent, Trademark and Copyright Security Agreement by and among the Company
      and
      its wholly owned subsidiaries, on the one hand, and the Agent (as defined in
      the
      IP Security Agreement), on the other hand, dated as of the date hereof,
      substantially in the form of Exhibit
      G
      attached
      hereto (the “IP
      Security Agreement”)
      the
      Guarantee to be delivered by each of the Subsidiaries, dated as of the date
      hereof, substantially in the form of Exhibit
      H
      attached
      hereto (the “Guarantee”),
      the
      Officer’s Certificate to be delivered by Duska Therapeutics, Inc., dated as of
      the Closing Date, substantially in the form of Exhibit
      I
      attached
      hereto (the “Officer’s
      Certificate”)
      and
      the Irrevocable Transfer Agent Instructions (as defined in Section 3.16 hereof)
      (collectively, the “Transaction
      Documents”)
      and to
      issue and sell the Securities in accordance with the terms hereof. The
      execution, delivery and performance of the Transaction Documents by the Company
      and the consummation by it of the transactions contemplated thereby have been
      duly and validly authorized by all necessary corporate action, and, except
      as
      set forth on Schedule
      2.1(b),
      no
      further consent or authorization of the Company, its Board of Directors or
      stockholders is required. When executed and delivered by the Company, each
      of
      the Transaction Documents shall constitute a valid and binding obligation of
      the
      Company enforceable against the Company in accordance with its terms, except
      as
      such enforceability may be limited by applicable bankruptcy, reorganization,
      moratorium, liquidation, conservatorship, receivership or similar laws relating
      to, or affecting generally the enforcement of, creditor’s rights and remedies or
      by other equitable principles of general application.

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    (c) Capitalization.
      The
      authorized capital stock and the issued and outstanding shares of capital stock
      of the Company as of the Closing Date is set forth on Schedule
      2.1(c)
      hereto.
      All of the outstanding shares of the Common Stock and any other outstanding
      security of the Company have been duly and validly authorized. Except as set
      forth in this Agreement, the Commission Documents (as defined in Section 2.1(f))
      or as set forth on Schedule
      2.1(c)
      hereto,
      no shares of Common Stock or any other security of the Company are entitled
      to
      preemptive rights or registration rights and there are no outstanding options,
      warrants, scrip, rights to subscribe to, call or commitments of any character
      whatsoever relating to, or securities or rights convertible into, any shares
      of
      capital stock of the Company. Furthermore, except as set forth in this Agreement
      and as set forth on Schedule
      2.1(c)
      hereto,
      there are no contracts, commitments, understandings, or arrangements by which
      the Company is or may become bound to issue additional shares of the capital
      stock of the Company or options, securities or rights convertible into shares
      of
      capital stock of the Company. Except for customary transfer restrictions
      contained in agreements entered into by the Company in order to sell restricted
      securities or as provided on Schedule
      2.1(c)
      hereto,
      the Company is not a party to or bound by any agreement or understanding
      granting registration or anti-dilution rights to any person with respect to
      any
      of its equity or debt securities. Except as set forth on Schedule
      2.1(c),
      the
      Company is not a party to, and it has no knowledge of, any agreement or
      understanding restricting the voting or transfer of any shares of the capital
      stock of the Company. 

     

    (d) Issuance
      of Securities.
      The
      Notes and the Warrants to be issued at the Closing have been duly authorized
      by
      all necessary corporate action and, when paid for or issued in accordance with
      the terms hereof, the Notes shall be validly issued and outstanding, free and
      clear of all liens, encumbrances and rights of refusal of any kind. When the
      Conversion Shares and Warrant Shares are issued and paid for in accordance
      with
      the terms of this Agreement and as set forth in the Notes and Warrants, such
      shares will be duly authorized by all necessary corporate action and validly
      issued and outstanding, fully paid and nonassessable, free and clear of all
      liens, encumbrances and rights of refusal of any kind and the holders shall
      be
      entitled to all rights accorded to a holder of Common Stock. 

     

    (e) No
      Conflicts.
      The
      execution, delivery and performance of the Transaction Documents by the Company,
      the performance by the Company of its obligations under the Notes and the
      consummation by the Company of the transactions contemplated hereby and thereby,
      and the issuance of the Securities as contemplated hereby, do not and will
      not
      (i) violate or conflict with any provision of the Company’s Articles of
      Incorporation (the “Articles”)
      or
      Bylaws (the “Bylaws”),
      each
      as amended to date, or any Subsidiary’s comparable charter documents, subject to
      the filing of an amendment to the Articles to increase the authorized shares,
      (ii) conflict with, or constitute a default (or an event which with notice
      or
      lapse of time or both would become a default) under, or give to others any
      rights of termination, amendment, acceleration or cancellation of, any
      agreement, mortgage, deed of trust, indenture, note, bond, license, lease
      agreement, instrument or obligation to which the Company or any of its
      Subsidiaries is a party or by which the Company or any of its Subsidiaries’
respective properties or assets are bound, (iii) result in a violation of any
      federal, state, local or foreign statute, rule, regulation, order, judgment
      or
      decree (including federal and state securities laws and regulations) applicable
      to the Company or any of its Subsidiaries or by which any property or asset
      of
      the Company or any of its Subsidiaries are bound or affected, or (iv) create
      or
      impose a lien, mortgage, security interest, charge or encumbrance of any nature
      on any property or asset of the Company or its Subsidiaries under any agreement
      or any commitment to which the Company or any of its Subsidiaries is a party
      or
      by which the Company or any of its Subsidiaries is bound or by which any of
      their respective properties or assets are bound, except, in all cases, for
      such
      conflicts, defaults, terminations, amendments, acceleration, cancellations
      and
      violations as would not, individually or in the aggregate, have a Material
      Adverse Effect (other than violations pursuant to clauses (i) or (iii) (with
      respect to federal and state securities laws)). Neither
      the Company nor any of its Subsidiaries is required under federal, state,
      foreign or local law, rule or regulation 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 the Transaction Documents or issue and sell the Securities in accordance
      with the terms hereof (other than any filings, consents and approvals which
      may
      be required to be made by the Company under applicable state and federal
      securities laws, rules or regulations or any registration provisions provided
      in
      the Registration Rights Agreement). The business of the Company and its
      Subsidiaries is not being conducted in violation of any laws, ordinances or
      regulations of any governmental entity.

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    (f) Commission
      Documents, Financial Statements.
      The
Common
      Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the
      Securities Exchange Act of 1934, as amended (the “Exchange
      Act”),
      and the Company
      has timely filed all reports, schedules, forms, statements and other documents
      required to be filed by it with the Commission pursuant to the reporting
      requirements of the Exchange Act (all of the foregoing including filings
      incorporated by reference therein being referred to herein as the “Commission
      Documents”).
      At
      the times of their respective filings, the Form 10-QSB for the fiscal quarters
      ended June 30, 2007, June 30, 2007 and March 31, 2007 (collectively, the
“Form
      10-QSB”)
      and
      the Form 10-KSB for the fiscal year ended December 31, 2006 (the “Form
      10-KSB”)
      complied in all material respects with the requirements of the Exchange Act
      and
      the rules and regulations of the Commission promulgated thereunder and other
      federal, state and local laws, rules and regulations applicable to such
      documents, and the Form 10-QSB and Form 10-KSB did not contain any untrue
      statement of a material fact or omit to state a material fact required to be
      stated therein or necessary in order to make the statements therein, in light
      of
      the circumstances under which they were made, not misleading. As of their
      respective dates, the financial statements of the Company included in the
      Commission Documents complied as to form in all material respects with
      applicable accounting requirements and the published rules and regulations
      of
      the Commission or other applicable rules and regulations with respect thereto.
      Such financial statements have been prepared in accordance with generally
      accepted accounting principles (“GAAP”)
      applied on a consistent basis during the periods involved (except (i) as may
      be
      otherwise indicated in such financial statements or the notes thereto or (ii)
      in
      the case of unaudited interim statements, to the extent they may not include
      footnotes or may be condensed or summary statements), and fairly present in
      all
      material respects the financial position of the Company and its Subsidiaries
      as
      of the dates thereof and the results of operations and cash flows for the
      periods then ended (subject, in the case of unaudited statements, to normal
      year-end audit adjustments). 

     

    (g) Subsidiaries.
      Schedule
      2.1(g)
      hereto
      sets forth each Subsidiary of the Company, showing the jurisdiction of its
      incorporation or organization and showing the percentage of each person’s
      ownership of the outstanding stock or other interests of such Subsidiary. For
      the purposes of this Agreement, “Subsidiary”
shall
      mean any corporation or other entity of which at least a majority of the
      securities or other ownership interest having ordinary voting power (absolutely
      or contingently) for the election of directors or other persons performing
      similar functions are at the time owned directly or indirectly by the Company
      and/or any of its other Subsidiaries. All of the outstanding shares of capital
      stock of each Subsidiary have been duly authorized and validly issued, and
      are
      fully paid and nonassessable. Except as set forth on Schedule
      2.1(g)
      hereto,
      there are no outstanding preemptive, conversion or other rights, options,
      warrants or agreements granted or issued by or binding upon any Subsidiary
      for
      the purchase or acquisition of any shares of capital stock of any Subsidiary
      or
      any other securities convertible into, exchangeable for or evidencing the rights
      to subscribe for any shares of such capital stock. Neither the Company nor
      any
      Subsidiary is subject to any obligation (contingent or otherwise) to repurchase
      or otherwise acquire or retire any shares of the capital stock of any Subsidiary
      or any convertible securities, rights, warrants or options of the type described
      in the preceding sentence except as set forth on Schedule
      2.1(g)
      hereto.
      Neither the Company nor any Subsidiary is party to, nor has any knowledge of,
      any agreement restricting the voting or transfer of any shares of the capital
      stock of any Subsidiary.

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    (h) No
      Material Adverse Change.
      Since
      December 31, 2006, the Company has not experienced or suffered any Material
      Adverse Effect, except as disclosed on Schedule
      2.1(h)
      hereto.

     

    (i) No
      Undisclosed Liabilities.
      Except
      as disclosed on Schedule
      2.1(i)
      hereto,
      neither the Company nor any of its Subsidiaries has incurred any liabilities,
      obligations, claims or losses (whether liquidated or unliquidated, secured
      or
      unsecured, absolute, accrued, contingent or otherwise) other than those incurred
      in the ordinary course of the Company’s or its Subsidiaries respective
      businesses or which, individually or in the aggregate, are not reasonably likely
      to have a Material Adverse Effect.

     

    (j) No
      Undisclosed Events or Circumstances.
      Since
      December 31, 2006, except as disclosed on Schedule
      2.1(j)
      hereto,
      no event or circumstance has occurred or exists with respect to the Company
      or
      its Subsidiaries or their respective businesses, properties, prospects,
      operations or financial condition, which, under applicable law, rule or
      regulation, requires public disclosure or announcement by the Company but which
      has not been so publicly announced or disclosed. 

     

    (k) Indebtedness.
      Schedule
      2.1(k)
      hereto
      sets forth as of the date hereof all outstanding secured and unsecured
      Indebtedness of the Company or any Subsidiary, or for which the Company or
      any
      Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness”
shall mean (a) any liabilities for borrowed money or amounts owed in excess
      of
      $100,000 (other than trade accounts payable incurred in the ordinary course
      of
      business), (b) all guaranties, endorsements and other contingent obligations
      in
      respect of Indebtedness of others, whether or not the same are or should be
      reflected in the Company’s balance sheet (or the notes thereto), except
      guaranties by endorsement of negotiable instruments for deposit or collection
      or
      similar transactions in the ordinary course of business; and (c) the present
      value of any lease payments in excess of $100,000 due under leases required
      to
      be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary
      is in default with respect to any Indebtedness.

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    (l) Title
      to Assets.
      Each of
      the Company and the Subsidiaries has good and valid title to all of its real
      and
      personal property reflected in the Commission Documents, free and clear of
      any
      mortgages, pledges, charges, liens, security interests or other encumbrances,
      except for those indicated on Schedule
      2.1(l)
      hereto
      or such that, individually or in the aggregate, do not cause a Material Adverse
      Effect. Any leases of the Company and each of its Subsidiaries are valid and
      subsisting and in full force and effect.

     

    (m) Actions
      Pending.
      There
      is no action, suit, claim, investigation, arbitration, alternate dispute
      resolution proceeding or other proceeding pending or, to the knowledge of the
      Company, threatened against the Company or any Subsidiary which questions the
      validity of this Agreement or any of the other Transaction Documents or any
      of
      the transactions contemplated hereby or thereby or any action taken or to be
      taken pursuant hereto or thereto. Except as set forth in the Commission
      Documents or on Schedule
      2.1(m)
      hereto,
      there is no action, suit, claim, investigation, arbitration, alternate dispute
      resolution proceeding or other proceeding pending or, to the knowledge of the
      Company, threatened against or involving the Company, any Subsidiary or any
      of
      their respective properties or assets, which individually or in the aggregate,
      would reasonably be expected, if adversely determined, to have a Material
      Adverse Effect. There are no outstanding orders, judgments, injunctions, awards
      or decrees of any court, arbitrator or governmental or regulatory body against
      the Company or any Subsidiary or any officers or directors of the Company or
      Subsidiary in their capacities as such, which individually or in the aggregate,
      could reasonably be expected to have a Material Adverse Effect. 

     

    (n) Compliance
      with Law.
      The
      business of the Company and the Subsidiaries has been and is presently being
      conducted in accordance with all applicable federal, state and local
      governmental laws, rules, regulations and ordinances, except such that,
      individually or in the aggregate, the noncompliance therewith could not
      reasonably be expected to have a Material Adverse Effect. The Company and each
      of its Subsidiaries have all franchises, permits, licenses, consents and other
      governmental or regulatory authorizations and approvals necessary for the
      conduct of its business as now being conducted by it unless the failure to
      possess such franchises, permits, licenses, consents and other governmental
      or
      regulatory authorizations and approvals, individually or in the aggregate,
      could
      not reasonably be expected to have a Material Adverse Effect.

     

    (o) Taxes.
      The Company and each of the Subsidiaries has accurately prepared and filed
      all
      federal, state and other tax returns required by law to be filed by it, has
      paid
      or made provisions for the payment of all taxes shown to be due and all
      additional assessments, and adequate provisions have been and are reflected
      in
      the financial statements of the Company and the Subsidiaries for all current
      taxes and other charges to which the Company or any Subsidiary is subject and
      which are not currently due and payable. Except as disclosed on Schedule
      2.1(o)
      hereto or in the Commission Documents, to the best of the Company’s knowledge,
      none of the federal income tax returns of the Company or any Subsidiary have
      been audited by the Internal Revenue Service. The Company has no knowledge
      of
      any additional assessments, adjustments or contingent tax liability (whether
      federal or state) of any nature whatsoever, whether pending or threatened
      against the Company or any Subsidiary for any period, nor of any basis for
      any
      such assessment, adjustment or contingency.

     


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    (p) Certain
      Fees.
      Except
      as set forth on Schedule
      2.1(p)
      hereto,
      the Company has not employed any broker or finder or incurred any liability
      for
      any brokerage or investment banking fees, commissions, finders’ structuring
      fees, financial advisory fees or other similar fees in connection with the
      Transaction Documents. The Company has amended any agreement existing prior
      to
      the date hereof to provide that fees payable as a result of or in connection
      with this transaction shall not exceed (i) 10% of the gross proceeds, plus
      (ii)
      $35,000 in retainers and expense reimbursement, plus (iii) 10% warrant coverage
      (which warrant shall contain a term no longer than 5 years and an exercise
      price
      not lower than the Long Term Warrant exercise price). 

     

    (q) Disclosure.
      Except
      for the transactions contemplated by this Agreement, the Company confirms that
      neither it nor any other person acting on its behalf has provided any of the
      Purchasers or their agents or counsel with any information that constitutes
      or
      might constitute material, nonpublic information. To the best of the Company’s
      knowledge, neither this Agreement or the Schedules hereto nor any other
      documents, certificates or instruments furnished to the Purchasers by or on
      behalf of the Company or any Subsidiary in connection with the transactions
      contemplated by this Agreement contain any untrue statement of a material fact
      or omit to state a material fact necessary in order to make the statements
      made
      herein or therein, in the light of the circumstances under which they were
      made
      herein or therein, not misleading.

     

    (r) Operation
      of Business.
      Except
      as set forth on Schedule
      2.1(r)
      hereto,
      the Company and each of the Subsidiaries owns or possesses the rights to all
      patents, trademarks, domain names (whether or not registered) and any patentable
      improvements or copyrightable derivative works thereof, websites and
      intellectual property rights relating thereto, service marks, trade names,
      copyrights, licenses and authorizations which are necessary for the conduct
      of
      its business as now conducted without any conflict with the rights of
      others.

     

    (s) Environmental
      Compliance.
      The
      Company and each of its Subsidiaries have obtained all material approvals,
      authorization, certificates, consents, licenses, orders and permits or other
      similar authorizations of all governmental authorities, or from any other
      person, that are required under any Environmental Laws. “Environmental Laws”
shall mean all applicable laws relating to the protection of the environment
      including, without limitation, all requirements pertaining to reporting,
      licensing, permitting, controlling, investigating or remediating emissions,
      discharges, releases or threatened releases of hazardous substances, chemical
      substances, pollutants, contaminants or toxic substances, materials or wastes,
      whether solid, liquid or gaseous in nature, into the air, surface water,
      groundwater or land, or relating to the manufacture, processing, distribution,
      use, treatment, storage, disposal, transport or handling of hazardous
      substances, chemical substances, pollutants, contaminants or toxic substances,
      material or wastes, whether solid, liquid or gaseous in nature. The Company
      has
      all necessary governmental approvals required under all Environmental Laws
      as
      necessary for the Company’s business or the business of any of its subsidiaries.
      To the best of the Company’s knowledge, the Company and each of its subsidiaries
      are also in compliance with all other limitations, restrictions, conditions,
      standards, requirements, schedules and timetables required or imposed under
      all
      Environmental Laws. Except for such instances as would not individually or
      in
      the aggregate have a Material Adverse Effect, there are no past or present
      events, conditions, circumstances, incidents, actions or omissions relating
      to
      or in any way affecting the Company or its Subsidiaries that violate or may
      violate any Environmental Law after the Closing Date or that may give rise
      to
      any environmental liability, or otherwise form the basis of any claim, action,
      demand, suit, proceeding, hearing, study or investigation (i) under any
      Environmental Law, or (ii) based on or related to the manufacture, processing,
      distribution, use, treatment, storage (including without limitation underground
      storage tanks), disposal, transport or handling, or the emission, discharge,
      release or threatened release of any hazardous substance. 

     


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    (t) Books
      and Records; Internal Accounting Controls.
      The
      records and documents of the Company and its Subsidiaries accurately reflect
      in
      all material respects the information relating to the business of the Company
      and the Subsidiaries, the location and collection of their assets, and the
      nature of all transactions giving rise to the obligations or accounts receivable
      of the Company or any Subsidiary. The Company is in material compliance with
      all
      provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it as
      of
      the Closing Date. The Company and its subsidiary maintain a system of internal
      accounting controls sufficient to provide reasonable assurance that (i)
      transactions are executed in accordance with management’s general or specific
      authorizations, (ii) transactions are recorded as necessary to permit
      preparation of financial statements in conformity with GAAP and to maintain
      asset accountability, (iii) access to assets is permitted only in accordance
      with management’s general or specific authorization, and (iv) the recorded
      accountability for assets is compared with the existing assets at reasonable
      intervals and appropriate action is taken with respect to any differences.
      The
      Company has established disclosure controls and procedures (as defined in
      Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such
      disclosure controls and procedures to ensure that information required to be
      disclosed by the Company in the reports it files or submits under the Exchange
      Act is recorded, processed, summarized and reported, within the time periods
      specified in the Commission’s rules and forms. The Company’s certifying officers
      have evaluated the effectiveness of the Company’s disclosure controls and
      procedures as of the end of the period covered by the Company’s most recently
      filed periodic report under the Exchange Act (such date, the “Evaluation
      Date”).
      The
      Company presented in its most recently filed periodic report under the Exchange
      Act the conclusions of the certifying officers about the effectiveness of the
      disclosure controls and procedures based on their evaluations as of the
      Evaluation Date. Since the Evaluation Date, there have been no changes in the
      Company’s internal control over financial reporting (as such term is defined in
      the Exchange Act) that has materially affected, or is reasonably likely to
      materially affect, the Company’s internal control over financial
      reporting.

     

    (u) Material
      Agreements.
      Except as disclosed in the Commission Documents or as set forth on Schedule
      2.1(u)
      hereto, or as would not be reasonably likely to have a Material Adverse Effect,
      (i) the Company and each of its Subsidiaries have performed all obligations
      required to be performed by them to date under any written or oral contract,
      instrument, agreement, commitment, obligation, plan or arrangement, filed or
      required to be filed with the Commission (the “Material
      Agreements”),
      (ii) neither the Company nor any of its Subsidiaries has received any notice
      of
      default under any Material Agreement and, (iii) to the best of the Company’s
      knowledge, neither the Company nor any of its Subsidiaries is in default under
      any Material Agreement now in effect. 

     

    (v) Transactions
      with Affiliates.
      Except
      as set forth on Schedule
      2.1(v)
      hereto
      or in the Commission Documents, there are no loans, leases, agreements,
      contracts, royalty agreements, management contracts or arrangements or other
      continuing transactions between (a) the Company, any Subsidiary or any of their
      respective customers or suppliers on the one hand, and (b) on the other hand,
      any officer, employee, consultant or director of the Company, or any of its
      Subsidiaries, or any person owning at least 5% of the outstanding capital stock
      of the Company or any Subsidiary or any member of the immediate family of such
      officer, employee, consultant, director or stockholder or any corporation or
      other entity controlled by such officer, employee, consultant, director or
      stockholder, or a member of the immediate family of such officer, employee,
      consultant, director or stockholder which, in each case, is required to be
      disclosed in the Commission Documents or in the Company’s most recently filed
      definitive proxy statement on Schedule 14A, that is not so disclosed in the
      Commission Documents or in such proxy statement.

     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    (w) Securities
      Act of 1933.
      The
      Company has complied and will comply with all applicable federal and state
      securities laws in connection with the offer, issuance and sale of the
      Securities hereunder. Neither the Company nor anyone acting on its behalf,
      directly or indirectly, has or will sell, offer to sell or solicit offers to
      buy
      any of the Securities or similar securities to, or solicit offers with respect
      thereto from, or enter into any negotiations relating thereto with, any person,
      or has taken or will take any action so as to bring the issuance and sale of
      any
      of the Securities under the registration provisions of the Securities Act and
      applicable state securities laws, and 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
      any of the Securities.

     

    (x) Employees.
      Neither
      the Company nor any Subsidiary has any collective bargaining arrangements or
      agreements covering any of its employees, except as set forth on Schedule
      2.1(x)
      hereto.
      Except as set forth on Schedule
      2.1(x)
      hereto
      or in the Commission Documents, neither the Company nor any Subsidiary has
      any
      employment contract, agreement regarding proprietary information,
      non-competition agreement, non-solicitation agreement, confidentiality
      agreement, or any other similar contract or restrictive covenant, relating
      to
      the right of any officer, employee or consultant to be employed or engaged
      by
      the Company or such Subsidiary required to be disclosed in the Commission
      Documents that is not so disclosed. No officer, consultant or key employee
      of
      the Company or any Subsidiary whose termination, either individually or in
      the
      aggregate, would be reasonably likely to have a Material Adverse Effect, has
      terminated or, to the knowledge of the Company, has any present intention of
      terminating his or her employment or engagement with the Company or any
      Subsidiary.

     

    (y) Absence
      of Certain Developments.
      Except
      as set forth in the Commission Documents or provided on Schedule
      2.1(y)
      hereto,
      since December 31, 2006, neither the Company nor any Subsidiary
      has:

    


    (i) issued
      any stock, bonds or other corporate securities or any right, options or warrants
      with respect thereto;

     

    (ii) borrowed
      any amount in excess of $100,000 or incurred or become subject to any other
      liabilities in excess of $100,000 (absolute or contingent) except current
      liabilities incurred in the ordinary course of business which are comparable
      in
      nature and amount to the current liabilities incurred in the ordinary course
      of
      business during the comparable portion of its prior fiscal year, as adjusted
      to
      reflect the current nature and volume of the business of the Company and its
      Subsidiaries;

     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


     

    (iii) discharged
      or satisfied any lien or encumbrance in excess of $100,000 or paid any
      obligation or liability (absolute or contingent) in excess of $100,000, other
      than current liabilities paid in the ordinary course of business;

     

    (iv) declared
      or made any payment or distribution of cash or other property to stockholders
      with respect to its stock, or purchased or redeemed, or made any agreements
      so
      to purchase or redeem, any shares of its capital stock, in each case in excess
      of $50,000 individually or $100,000 in the aggregate;

     

    (v) sold,
      assigned or transferred any other tangible assets, or canceled any debts or
      claims, in each case in excess of $250,000, except in the ordinary course of
      business;

     

    (vi) sold,
      assigned or transferred any patent rights, trademarks, trade names, copyrights,
      trade secrets or other intangible assets or intellectual property rights in
      excess of $100,000, or disclosed any proprietary confidential information to
      any
      person except to customers in the ordinary course of business or to the
      Purchasers or their representatives;

     

    (vii) suffered
      any material losses or waived any rights of material value, whether or not
      in
      the ordinary course of business, or suffered the loss of any material amount
      of
      prospective business;

     

    (viii) made
      any
      changes in employee compensation except in the ordinary course of business
      and
      consistent with past practices;

     

    (ix) made
      capital expenditures or commitments therefor that aggregate in excess of
      $100,000;

     

    (x) entered
      into any material transaction, whether or not in the ordinary course of
      business;

     

    (xi) made
      charitable contributions or pledges in excess of $10,000;

     

    (xii) suffered
      any material damage, destruction or casualty loss, whether or not covered by
      insurance;

     

    (xiii) experienced
      any material problems with labor or management in connection with the terms
      and
      conditions of their employment; or 

     

    (xiv) entered
      into an agreement, written or otherwise, to take any of the foregoing
      actions.

     

    



    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    (z) Investment
      Company Act Status.
      The
      Company is not, and as a result of and immediately upon the Closing will not
      be,
      an “investment company” or a company “controlled” by an “investment company,”
within the meaning of the Investment Company Act of 1940, as
      amended.

     

    (aa) [Reserved]

     

    (bb) Independent
      Nature of Purchasers.
      The
      Company acknowledges that the obligations of each Purchaser under the
      Transaction Documents are several and not joint with the obligations of any
      other Purchaser, and no Purchaser shall be responsible in any way for the
      performance of the obligations of any other Purchaser under the Transaction
      Documents. The Company acknowledges that the decision of each Purchaser to
      purchase Securities pursuant to this Agreement has been made by such Purchaser
      independently of any other purchase and independently of any information,
      materials, statements or opinions as to the business, affairs, operations,
      assets, properties, liabilities, results of operations, condition (financial
      or
      otherwise) or prospects of the Company or of its Subsidiaries which may have
      made or given by any other Purchaser or by any agent or employee of any other
      Purchaser, and no Purchaser or any of its agents or employees shall have any
      liability to any Purchaser (or any other person) relating to or arising from
      any
      such information, materials, statements or opinions. The Company acknowledges
      that nothing contained herein, or in any Transaction Document, and no action
      taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute
      the Purchasers as a partnership, an association, a joint venture or any other
      kind of entity, or create a presumption that the Purchasers are in any way
      acting in concert or as a group with respect to such obligations or the
      transactions contemplated by the Transaction Documents. The Company acknowledges
      that for reasons of administrative convenience only, the Transaction Documents
      have been prepared by counsel for one of the Purchasers and such counsel does
      not represent all of the Purchasers but only such Purchaser and the other
      Purchasers have retained their own individual counsel with respect to the
      transactions contemplated hereby.  The Company acknowledges that it has
      elected to provide all Purchasers with the same terms and Transaction Documents
      for the convenience of the Company and not because it was required or requested
      to do so by the Purchasers. The Company acknowledges that such procedure with
      respect to the Transaction Documents in no way creates a presumption that the
      Purchasers are in any way acting in concert or as a group with respect to the
      Transaction Documents or the transactions contemplated hereby or thereby. The
      Company acknowledges that each Purchaser shall be entitled to independently
      protect and enforce its rights, including without limitation, the rights arising
      out of this Agreement or out of the other Transaction Documents, and it shall
      not be necessary for any other Purchaser to be joined as an additional party
      in
      any proceeding for such purpose.

     

    (cc) No
      Integrated Offering.
      Neither
      the Company, nor any of its affiliates, nor any person acting on its or their
      behalf, has directly or indirectly made any offers or sales of any security
      or
      solicited any offers to buy any security under circumstances that would cause
      the offering of the Securities pursuant to this Agreement to be integrated
      with
      prior offerings by the Company for purposes of the Securities Act which would
      prevent the Company from selling the Securities pursuant to Regulation D and
      Rule 506 thereof under the Securities Act, or any applicable exchange-related
      stockholder approval provisions, nor will the Company or any of its affiliates
      or subsidiaries take any action or steps that would cause the offering of the
      Securities to be integrated with other offerings if to do so would prevent
      the
      Company from selling Securities pursuant to Regulation D and Rule 506 thereof
      under the Securities Act or otherwise prevent a completed offering of Securities
      hereunder. The Company does not have any registration statement pending before
      the Commission or currently under the Commission’s review and except as set
      forth on Schedule
      2.1(cc)
      hereto,
      since January 1, 2007, the Company has not offered or sold any of its equity
      securities or debt securities convertible into shares of Common
      Stock.

     


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    (dd) Dilutive
      Effect.
      The
      Company understands and acknowledges that its obligation to issue Conversion
      Shares upon conversion of the Notes in accordance with this Agreement and the
      Notes and its obligations to issue the Warrant Shares upon the exercise of
      the
      Warrants in accordance with this Agreement and the Warrants, is, in each case,
      absolute and unconditional regardless of the dilutive effect that such issuance
      may have on the ownership interest of other stockholders of the
      Company.

     

    (ee) DTC
      Status.
      Except as set forth on Schedule
      2.1(ff)
      hereto, the Company’s transfer agent is a participant in and the Common Stock is
      eligible for transfer pursuant to the Depository Trust Company Automated
      Securities Transfer Program. The name, address, telephone number, fax number,
      contact person and email of the Company transfer agent is set forth on
Schedule
      2.1(ee)
      hereto.

     

    (ff) Governmental
      Approvals.
      Except for the filing of any notice prior or subsequent to the Closing that
      may
      be required under applicable state and/or federal securities laws (which if
      required, shall be filed on a timely basis) and the declaration of the
      effectiveness of any registration statements filed by the Company pursuant
      to
      the Transaction Documents, no authorization, consent, approval, license,
      exemption of, filing or registration with any court or governmental department,
      commission, board, bureau, agency or instrumentality, domestic or foreign,
      is or
      will be necessary for, or in connection with, the execution or delivery of
      the
      Preferred Shares and the Warrants, or for the performance by the Company of
      its
      obligations under the Transaction Documents.

     

    Section
      2.2 Representations
      and Warranties of the Purchasers.
      Each of
      the Purchasers hereby represents and warrants to the Company with respect solely
      to itself and not with respect to any other Purchaser as follows as of the
      date
      hereof and as of the Closing Date:

     

    (a) Organization
      and Standing of the Purchasers.
      If the Purchaser is an entity, such Purchaser is a corporation, limited
      liability company or partnership duly incorporated or organized, validly
      existing and in good standing under the laws of the jurisdiction of its
      incorporation or organization.

     

    (b) Authorization
      and Power.
      Each
      Purchaser has the requisite power and authority to enter into and perform the
      Transaction Documents and to purchase the Securities being sold to it hereunder.
      The execution, delivery and performance of the Transaction Documents by each
      Purchaser and the consummation by it of the transactions contemplated hereby
      have been duly authorized by all necessary corporate or partnership action,
      and
      no further consent or authorization of such Purchaser or its Board of Directors,
      stockholders, or partners, as the case may be, is required. When executed and
      delivered by the Purchasers, the other Transaction Documents shall constitute
      valid and binding obligations of each Purchaser enforceable against such
      Purchaser in accordance with their terms, except as such enforceability may
      be
      limited by applicable bankruptcy, insolvency, reorganization, moratorium,
      liquidation, conservatorship, receivership or similar laws relating to, or
      affecting generally the enforcement of, creditor’s rights and remedies or by
      other equitable principles of general application.

     


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    (c) Acquisition
      for Investment.
      Each
      Purchaser is purchasing the Securities solely for its own account and not with
      a
      view to or for sale in connection with distribution. Each Purchaser does not
      have a present intention to sell any of the Securities, nor a present
      arrangement (whether or not legally binding) or intention to effect any
      distribution of any of the Securities to or through any person or entity;
provided,
      however,
      that by
      making the representations herein, such Purchaser does not agree to hold the
      Securities for any minimum or other specific term and reserves the right to
      dispose of the Securities at any time in accordance with Federal and state
      securities laws applicable to such disposition. Each Purchaser acknowledges
      that
      it (i) has such knowledge and experience in financial and business matters
      such
      that Purchaser is capable of evaluating the merits and risks of Purchaser’s
      investment in the Company, (ii) is able to bear the financial risks associated
      with an investment in the Securities and (iii) has been given full access to
      such records of the Company and the Subsidiaries and to the officers of the
      Company and the Subsidiaries as it has deemed necessary or appropriate to
      conduct its due diligence investigation.

     

    (d) Rule
      144.
      Each
      Purchaser understands that the Securities must be held indefinitely unless
      such
      Securities are registered under the Securities Act or an exemption from
      registration is available. Each Purchaser acknowledges that such person is
      familiar with Rule 144 of the rules and regulations of the Commission, as
      amended, promulgated pursuant to the Securities Act (“Rule
      144”),
      and
      that such Purchaser has been advised that Rule 144 permits resales only under
      certain circumstances. Each Purchaser understands that to the extent that Rule
      144 is not available, such Purchaser will be unable to sell any Securities
      without either registration under the Securities Act or the existence of another
      exemption from such registration requirement.

     

    (e) General.
      Each
      Purchaser understands that the Securities are being offered and sold in reliance
      on a transactional exemption from the registration requirements of federal
      and
      state securities laws and the Company is relying upon the truth and accuracy
      of
      the representations, warranties, agreements, acknowledgments and understandings
      of such Purchaser set forth herein in order to determine the applicability
      of
      such exemptions and the suitability of such Purchaser to acquire the Securities.
      Each Purchaser understands that no United States federal or state agency or
      any
      government or governmental agency has passed upon or made any recommendation
      or
      endorsement of the Securities. Commencing on the date that the Purchasers were
      initially contacted regarding an investment in the Securities, none of the
      Purchasers has engaged in any short sale of the Common Stock and will not engage
      in any short sale of the Common Stock prior to the consummation of the
      transactions contemplated by this Agreement.

     

    (f) No
      General Solicitation.
      Each
      Purchaser acknowledges that the Securities were not offered to such Purchaser
      by
      means of any form of general or public solicitation or general advertising,
      or
      publicly disseminated advertisements or sales literature, including (i) any
      advertisement, article, notice or other communication published in any
      newspaper, magazine, or similar media, or broadcast over television or radio,
      or
      (ii) any seminar or meeting to which such Purchaser was invited by any of the
      foregoing means of communications. Each Purchaser, in making the decision to
      purchase the Securities, has relied upon independent investigation made by
      it
      and has not relied on any information or representations made by third
      parties.

     


    
      
        
        

      

      
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    (g) Accredited
      Investor.
      Each
      Purchaser is an “accredited investor” (as defined in Rule 501 of Regulation D),
      and such Purchaser has such experience in business and financial matters that
      it
      is capable of evaluating the merits and risks of an investment in the
      Securities. Such Purchaser is not required to be registered as a broker-dealer
      under Section 15 of the Exchange Act and such Purchaser is not a broker-dealer.
      Each Purchaser acknowledges that an investment in the Securities is speculative
      and involves a high degree of risk. 

     

    (h) Certain
      Fees.
      The
      Purchasers have not employed any broker or finder or incurred any liability
      for
      any brokerage or investment banking fees, commissions, finders’ structuring
      fees, financial advisory fees or other similar fees in connection with the
      Transaction Documents.

     

    (i) Independent
      Investment.
      No
      Purchaser has agreed to act with any other Purchaser for the purpose of
      acquiring, holding, voting or disposing of the Securities purchased hereunder
      for purposes of Section 13(d) under the Exchange Act, and each Purchaser is
      acting independently with respect to its investment in the Securities.


     

    ARTICLE
      III

     

    COVENANTS

     

    Unless
      otherwise specified in this Section, for so long as any Notes have not been
      paid
      in full or converted in full, the Company covenants with each Purchaser as
      follows, which covenants are for the benefit of each Purchaser and their
      respective permitted assignees.

     

    Section
      3.1 Securities
      Compliance.
      The
      Company shall notify the Commission in accordance with its rules and
      regulations, of the transactions contemplated by any of the Transaction
      Documents and shall take all other necessary action and proceedings as may
      be
      required and permitted by applicable law, rule and regulation, for the legal
      and
      valid issuance of the Securities to the Purchasers, or their respective
      subsequent holders.

     

    Section
      3.2 Registration
      and Listing.
      The
      Company shall cause its Common Stock to continue to be registered under Sections
      12(b) or 12(g) of the Exchange Act, to comply in all respects with its reporting
      and filing obligations under the Exchange Act, to comply with all requirements
      related to any registration statement filed pursuant to this Agreement, and
      to
      not take any action or file any document (whether or not permitted by the
      Securities Act or the rules promulgated thereunder) to terminate or suspend
      such
      registration or to terminate or suspend its reporting and filing obligations
      under the Exchange Act or Securities Act, except as permitted herein. The
      Company will take all action necessary to continue the listing or trading of
      its
      Common Stock on the OTC Bulletin Board or other exchange or market on which
      the
      Common Stock is trading. If required, the Company will promptly file the
“Listing Application” for, or in connection with, the issuance and delivery of
      the Shares and the Warrant Shares. Subject to the terms of the Transaction
      Documents, the Company further covenants that it will take such further action
      as the Purchasers may reasonably request, all to the extent required from time
      to time to enable the Purchasers to sell the Securities without registration
      under the Securities Act within the limitation of the exemptions provided by
      Rule 144 promulgated under the Securities Act. Upon the request of the
      Purchasers, the Company shall deliver to the Purchasers a written certification
      of a duly authorized officer as to whether it has complied with such
      requirements.

     


    
      
        
        

      

      
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    Section
      3.3 Inspection
      Rights.
      Provided same would not be in violation of Regulation FD, the Company shall
      permit, during normal business hours and upon reasonable request and reasonable
      notice, each Purchaser or any employees, agents or representatives thereof,
      so
      long as such Purchaser shall be obligated hereunder to purchase the Notes or
      shall beneficially own any Conversion Shares or Warrant Shares, for purposes
      reasonably related to such Purchaser’s interests as a stockholder, to examine
      the publicly available, non-confidential records and books of account of, and
      visit and inspect the properties, assets, operations and business of the Company
      and any Subsidiary, and to discuss the publicly available, non-confidential
      affairs, finances and accounts of the Company and any Subsidiary with any of
      its
      officers, consultants, directors, and key employees.

     

    Section
      3.4 Compliance
      with Laws.
      The
      Company shall comply, and cause each Subsidiary to comply, with all applicable
      laws, rules, regulations and orders, noncompliance with which would be
      reasonably likely to have a Material Adverse Effect.

     

    Section
      3.5 Keeping
      of Records and Books of Account.
      The
      Company shall keep and cause each Subsidiary to keep adequate records and books
      of account, in which complete entries will be made in accordance with GAAP
      consistently applied, reflecting all financial transactions of the Company
      and
      its Subsidiaries, and in which, for each fiscal year, all proper reserves for
      depreciation, depletion, obsolescence, amortization, taxes, bad debts and other
      purposes in connection with its business shall be made.

     

    Section
      3.6 Reporting
      Requirements.
      If the
      Company ceases to file its periodic reports with the Commission, or if the
      Commission ceases making these periodic reports available via the Internet
      without charge, then the Company shall furnish the following to each Purchaser
      so long as such Purchaser shall be obligated hereunder to purchase the
      Securities or shall beneficially own Notes:

     

    (a) Quarterly
      Reports filed with the Commission on Form 10-QSB as soon as practical after
      the
      document is filed with the Commission, and in any event within five (5) days
      after the document is filed with the Commission;

     

    (b) Annual
      Reports filed with the Commission on Form 10-KSB as soon as practical after
      the
      document is filed with the Commission, and in any event within five (5) days
      after the document is filed with the Commission; and

     

    (c) Copies
      of
      all notices, information and proxy statements in connection with any meetings,
      that are, in each case, provided to holders of shares of Common Stock,
      contemporaneously with the delivery of such notices or information to such
      holders of Common Stock.

     


    
      
        
        

      

      
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    Section
      3.7 Other
      Agreements.
      The
      Company shall not enter into any agreement in which the terms of such agreement
      would restrict or impair the right or ability to perform of the Company or
      any
      Subsidiary under any Transaction Document.

     

    Section
      3.8 Use
      of
      Proceeds.
      The
      proceeds from the sale of the Securities hereunder shall be used by the Company
      for: (a) the completion of preparation of and filing with the FDA a New Drug
      Application for ATPace; (b) the preparation of the ATPace Phase II data report,
      on the basis of which request the approval of the FDA for the commencement
      of
      Phase III clinical trials with ATPace as a diagnostic tool in the management
      of
      patients with neurally-mediate syncope or syncope of unknown cause; (c) the
      development of in-license additional clinical stage drug candidates; (d) to
      hire
      James S. Kuo, M.D., MBA as Chief Executive officer as well as additional
      clinical and regulatory support personnel; (e) to purchase capital equipment
      and
      materials to support the development and manufacturing activities; or (f) the
      payment of outstanding accounts payable and the expenses of this offering.
      In
      addition to (a) through (e) above, the Company shall segregate at least $250,000
      of the proceeds received on Closing into a separate designated bank account
      to
      be used only as payment to third-party entities acceptable to the holders of
      a
      majority in principal amount of the Notes for carrying out investor relations
      services (“IR Purposes”). The Company shall use at least $150,000 of such amount
      for IR Purposes during the first 12 months after the Closing Date, with the
      remainder to be used for IR Purposes by the second anniversary of the Closing
      Date. In no event shall the proceeds be used to redeem any Common Stock or
      securities convertible, exercisable or exchangeable into Common Stock or to
      settle any outstanding litigation.

    


    Section
      3.9 Reporting
      Status. So
      long
      as a Purchaser beneficially owns any of the Securities, the Company shall timely
      file all reports required to be filed with the Commission pursuant to the
      Exchange Act, 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 permit such termination. 

    


    Section
      3.10 Disclosure
      of Transaction.
      The
      Company shall issue a press release describing the material terms of the
      transactions contemplated hereby (the “Press
      Release”)
      on the
      day of the Closing but in no event later than one hour after the Closing;
provided,
      however,
      that if
      such Closing occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company
      shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first
      Trading Day following the Closing Date. The Company shall also file with the
      Commission a Current Report on Form 8-K (the “Form
      8-K”)
      describing the material terms of the transactions contemplated hereby (and
      attaching as exhibits thereto this Agreement, each form of Note, the
      Registration Rights Agreement, the Security Agreement, each series of Warrant
      and the Press Release) as soon as practicable following the Closing Date but
      in
      no event more than two (2) Trading Days following the Closing Date, which Press
      Release and Form 8-K shall be subject to prior review and comment by the
      Purchasers. “Trading
      Day”
means
      any day during which the principal exchange on which the Common Stock is traded
      shall be open for trading. 

     

    Section
      3.11 Disclosure
      of Material Information.
      The
      Company covenants and agrees that neither it nor any other person acting on
      its
      behalf has provided or will provide any Purchaser or its agents or counsel
      with
      any information that the Company believes constitutes material non-public
      information, unless prior thereto such Purchaser shall have executed a written
      agreement regarding the confidentiality and use of such information.  The
      Company understands and confirms that each Purchaser shall be relying on the
      foregoing representations in effecting transactions in securities of the
      Company. In the event of a breach of the foregoing covenant by the Company,
      or
      any of its Subsidiaries, or any of its or their respective officers, directors,
      employees and agents, in addition to any other remedy provided herein or in
      the
      Transaction Documents, the Company shall publicly disclose any material,
      non-public information in a Form 8-K within five (5) Business Days of the date
      that it discloses such information to any Purchaser. In the event that the
      Company discloses any material, non-public information to a Purchaser and fails
      to publicly file a Form 8-K in accordance with the above, a Purchaser shall
      have
      the right to make a public disclosure, in the form of a press release, public
      advertisement or otherwise, of such material, nonpublic information without
      the
      prior approval by the Company, its Subsidiaries, or any of its or their
      respective officers, directors, employees or agents. No Purchaser shall have
      any
      liability to the Company, its Subsidiaries, or any of its or their respective
      officers, directors, employees, stockholders or agents, for any such disclosure.
      

     


    
      
        
        

      

      
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    Section
      3.12 Pledge
      of Securities.
      The
      Company acknowledges that the Securities may be pledged by a Purchaser in
      connection with a bona fide
      margin
      agreement or other loan or financing arrangement that is secured by the
      Securities. The pledge of Securities shall not be deemed to be a transfer,
      sale
      or assignment of the Securities hereunder, and no Purchaser effecting a pledge
      of the Securities shall be required to provide the Company with any notice
      thereof or otherwise make any delivery to the Company pursuant to this Agreement
      or any other Transaction Document; provided that a Purchaser and its pledgee
      shall be required to comply with the provisions of Article V hereof in order
      to
      effect a sale, transfer or assignment of Securities to such pledgee. At the
      Purchasers’ expense, the Company hereby agrees to execute and deliver such
      documentation as a pledgee of the Securities may reasonably request in
      connection with a pledge of the Securities to such pledgee by a
      Purchaser.

     

    Section
      3.13 Amendments.
      The
      Company shall not amend or waive any provision of the Articles or Bylaws of
      the
      Company in any way that would adversely affect exercise rights, voting rights,
      conversion rights, prepayment rights or redemption rights of the holder of
      the
      Notes or the Warrants.

     

    Section
      3.14 Distributions.
      So long
      as any Notes or Warrants remain outstanding, the Company agrees that it shall
      not, and shall not permit any Subsidiary to, (i) declare or pay any dividends
      or
      make any distributions to any holder(s) of Common Stock (or security convertible
      into or exercisable for Common Stock) or (ii) purchase or otherwise acquire
      for
      value, directly or indirectly, any Common Stock or other equity security of
      the
      Company.

     

    Section
      3.15 Reservation
      of Shares.
      So long
      as any of the Notes or Warrants remain outstanding, on and after the Amendment
      Date, the Company shall take all action necessary to at all times have
      authorized and reserved for the purpose of issuance, one hundred twenty percent
      (120%) of the aggregate number of shares of Common Stock needed to provide
      for
      the issuance of the Conversion Shares and the Warrant Shares.

     

    Section
      3.16 Transfer
      Agent Instructions.
      The
      Company shall issue irrevocable instructions to its transfer agent, and any
      subsequent transfer agent, to issue certificates, registered in the name of
      each
      Purchaser or its respective nominee(s), for the Conversion Shares and the
      Warrant Shares in such amounts as specified from time to time by each Purchaser
      to the Company upon conversion of the Notes or exercise of the Warrants in
      the
      form of Exhibit
      J
      attached
      hereto (the “Irrevocable
      Transfer Agent Instructions”).
      Prior
      to registration of the Conversion Shares and the Warrant Shares under the
      Securities Act, all such certificates shall bear the restrictive legend
      specified in Section 5.1 of this Agreement. The Company warrants that no
      instruction other than the Irrevocable Transfer Agent Instructions referred
      to
      in this Section 3.16 will be given by the Company to its transfer agent and
      that
      the Conversion Shares and Warrant Shares shall otherwise be freely transferable
      on the books and records of the Company as and to the extent provided in this
      Agreement and the Registration Rights Agreement. Nothing in this Section 3.16
      shall affect in any way each Purchaser’s obligations and agreements set forth in
      Section 5.1 to comply with all applicable prospectus delivery requirements,
      if
      any, upon resale of the Conversion Shares and the Warrant Shares. If a Purchaser
      provides the Company with an opinion of counsel, in a generally acceptable
      form,
      to the effect that a public sale, assignment or transfer of the Conversion
      Shares or Warrant Shares may be made without registration under the Securities
      Act or the Purchaser provides the Company with reasonable assurances that the
      Conversion Shares or Warrant Shares can be sold pursuant to Rule 144 without
      any
      restriction as to the number of securities acquired as of a particular date
      that
      can then be immediately sold, the Company shall permit the transfer, and, in
      the
      case of the Conversion Shares and the Warrant Shares, promptly instruct its
      transfer agent to issue one or more certificates in such name and in such
      denominations as specified by such Purchaser and without any restrictive legend.
      The Company acknowledges that a breach by it of its obligations under this
      Section 3.16 will cause irreparable harm to the Purchasers 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 3.16 will be inadequate and agrees, in the event of a
      breach or threatened breach by the Company of the provisions of this Section
      3.16, that the Purchasers shall be entitled, in addition to all other available
      remedies, to an order and/or 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. 

     


    
      
        
        

      

      
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    Section
      3.17 Form
      SB-2 Eligibility; Opinions. The
      Company currently meets, and will take all necessary action to continue to
      meet,
      the “registrant eligibility” and transaction requirements set forth in the
      general instructions to Form SB-2 applicable to “resale” registrations on
      Form SB-2 during the Effectiveness Period (as defined in the Registration
      Rights Agreement) and the Company shall file all reports required to be filed
      by
      the Company with the Commission in a timely manner so as to maintain such
      eligibility for the use of Form SB-2. The Company will provide, at the Company’s
      expense, such legal opinions in the future as are reasonably necessary for
      the
      issuance and resale of the Common Stock issuable upon conversion of the Notes
      and exercise of the Warrants pursuant to an effective registration statement,
      Rule 144 under the 1933 Act or an exemption from registration. In the event
      that
      Common Stock is sold in a manner that complies with an exemption from
      registration, the Company will promptly instruct its counsel (at its expense)
      to
      issue to the transfer agent an opinion permitting removal of the legend
      (indefinitely, if pursuant to Rule 144(k) of the 1933 Act, or to permit sale
      of
      the shares if pursuant to the other provisions of Rule 144 of the 1933
      Act).

     

    Section
      3.18 Acquisition
      of Assets.
      In the
      event the Company or any Subsidiary acquires any assets or other properties,
      such assets or properties shall constitute a part of the Collateral (as defined
      in the Security Agreement) and the Company shall take all action necessary
      to
      perfect the Purchasers’ security interest in such assets or properties pursuant
      to the Security Agreement. 

     


    
      
        
        

      

      
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    Section
      3.19 Subsequent
      Financings.
      

     

    (a)
      For so
      long as
      the Notes remain outstanding,
      the Company covenants and agrees to promptly notify (in no event later than
      five
      (5) days after making or receiving an applicable offer) in writing (a
“Rights
      Notice”)
      the Purchasers of the terms and conditions of any proposed offer or sale to,
      or
      exchange with (or other type of distribution to) any third party (a
“Subsequent
      Financing”),
      of Common Stock or any securities convertible, exercisable or exchangeable
      into
      Common Stock, including convertible debt securities (collectively, the
“Financing
      Securities”).
      The
      Rights Notice shall describe, in reasonable detail, the proposed Subsequent
      Financing, the names and investment amounts of all investors participating
      in
      the Subsequent Financing, the proposed closing date of the Subsequent Financing,
      which shall be within twenty (20) calendar days from the date of the Rights
      Notice, and all of the terms and conditions thereof
      and proposed definitive documentation to be entered into in connection
      therewith.
      The
      Rights Notice shall provide each Purchaser an option (the “Rights
      Option”)
      during
      the ten (10) Trading Days following delivery of the Rights Notice (the
“Option
      Period”)
      to
      inform the Company whether such Purchaser will purchase securities in such
      Subsequent Financing equal to up to 50% of the Purchase Price paid by such
      Purchaser hereunder, up
      to its pro rata portion of the securities being
      offered in such Subsequent Financing on the same, absolute terms and conditions
      as contemplated by such Subsequent Financing. If
      any Purchaser elects not to participate in such Subsequent Financing, the other
      Purchasers may participate on a pro-rata basis so long as such participation
      in
      the aggregate does not exceed the total Purchase Price hereunder. For
      purposes of this Section, all references to “pro rata” means, for any Purchaser
      electing to participate in such Subsequent Financing, the percentage obtained
      by
      dividing (x) the principal amount of the Notes purchased by such Purchaser
      at
      the Closing by (y) the total principal amount of all of the Notes purchased
      by
      all of the participating Purchasers at the Closing. Delivery
      of any Rights Notice constitutes a representation and warranty by the Company
      that there are no other material terms and conditions, arrangements, agreements
      or otherwise except for those disclosed in the Rights Notice, to provide
      additional compensation to any party participating in any proposed Subsequent
      Financing, including, but not limited to, additional compensation based on
      changes in the Purchase Price or any type of reset or adjustment of a purchase
      or conversion price or to issue additional securities at any time after the
      closing date of a Subsequent Financing. If the Company does not receive notice
      of exercise of the Rights Option from the Purchasers within the Option Period,
      the Company shall have the right to close the Subsequent Financing on the
      scheduled closing date with a third party; provided
      that all
      of the material terms and conditions of the closing are substantially the same
      as those provided to the Purchasers in the Rights Notice. If the closing of
      the
      proposed Subsequent Financing does not occur on that date, any closing of the
      contemplated Subsequent Financing or any other Subsequent Financing shall be
      subject to all of the provisions of this Section 3.22(a), including, without
      limitation, the delivery of a new Rights Notice. The provisions of this Section
      3.19(a) shall not apply to issuances of securities in a Permitted Financing
      or
      with respect to any Purchaser that holds less than 10% of the Notes issued
      to it
      upon the Closing. 

     


    
      
        
        

      

      
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    (b) For
      purposes of this Agreement, a Permitted Financing (as defined hereinafter)
      shall
      not be considered a Subsequent Financing. A “Permitted
      Financing”
shall
      mean (1) issuances of shares of Common Stock or options to employees, officers,
      directors or consultants of the Company pursuant to any stock or option plan
      duly adopted by a majority of the non-employee members of the Board of Directors
      of the Company or a majority of the members of a committee of non-employee
      directors established for such purpose; (2) issuances of securities upon the
      exercise or exchange of or conversion of any securities exercisable or
      exchangeable for or convertible into shares of Common Stock issued and
      outstanding on the date of this Agreement, provided that such securities have
      not been amended since the date of this Agreement to increase the number of
      such
      securities or to decrease the exercise, exchange or conversion price of any
      such
      securities (including the Notes and Warrants issued to the Purchasers pursuant
      to this Agreement); (3) securities issued pursuant to acquisitions or strategic
      transactions approved by a majority of the disinterested directors, but not
      including a transaction with an entity whose primary business is investing
      in
      securities or a transaction, the primary purpose of which is to raise capital;
      (4) securities issued in any transaction that is approved in writing by the
      holders of more than two-thirds of the principal amount of the Notes; and (5)
      up
      to _______________ shares of Common Stock (to be equal to 8% of the fully
      diluted capitalization of the Company after giving effect to this offering)
      issuable pursuant to stock options issued to James Kuo pursuant to the terms
      of
      the employment agreement entered into, and as in effect, on the date hereof
      (and
      at the exercise prices and vesting schedule set forth therein), so long as
      such
      agreement, or options issued pursuant thereto, are not amended or modified
      after
      the date hereof. 

    


    (c) So
      long
      as the Notes are outstanding, if the Company enters into any Subsequent
      Financing on terms more favorable than the terms governing the Notes, then
      each
      Purchaser in its sole discretion may exchange its Note, valued at their stated
      value, together with accrued but unpaid interest (which interest payments shall
      be payable, at the sole option of such Purchaser, in cash or in the form of
      the
      new securities to be issued in the Subsequent Financing), for the securities
      issued or to be issued in the Subsequent Financing. The Company covenants and
      agrees to promptly notify in writing the Purchasers of the terms and conditions
      of any such proposed Subsequent Financing. Neither an exchange pursuant to
      this
      provision nor any repayment or conversion of the Note shall have any effect
      on a
      Purchaser’s Warrants. The Warrants constitute a separate, detachable security
      from the Notes. Notwithstanding any such exchange, repayment or conversion,
      the
      Purchasers shall retain all of the outstanding Warrants which they received
      upon
      Closing, or otherwise, that have not been exercised by the
      Purchasers.

    .
      

    Section
      3.20 Number
      of Directors.
      For so
      long as the Notes remain outstanding, the Company covenants and agrees to
      maintain the number of directors comprising the Board of Directors of the
      Company at no more seven (7).

     

    Section
      3.21 Variable
      Rate Securities.
      For so
      long as any Notes have not been paid in full or converted in full,
      notwithstanding whether or not an issuance of securities is an Permitted
      Financing, the Company shall not issue or sell, or agree to issue or sell
      Variable Equity Securities (as defined below) (the “Variable
      Equity Securities Lock-Up”),
      without obtaining the prior written approval of each of the Purchasers, with
      the
      exception of any such agreements or transactions that (x) exist as of the date
      hereof and (y) are not amended or modified after the date hereof. For purposes
      hereof, the following shall be collectively referred to herein as, the
“Variable
      Equity Securities”:
      (A)
      any debt or equity securities which are convertible into, exercisable or
      exchangeable for, or carry the right to receive additional shares of Common
      Stock either (1) at any conversion, exercise or exchange rate or other price
      that is based upon and/or varies with the trading prices of or quotations for
      Common Stock at any time after the initial issuance of such debt or equity
      security, or (2) with a fixed conversion, exercise or exchange price that is
      subject to being reset at some future date at any time after the initial
      issuance of such debt or equity security due to a change in the market price
      of
      the Company’s Common Stock since date of initial issuance, or (B) any amortizing
      convertible security which amortizes prior to its maturity date, where the
      Company is required to or has the option to (or the investor in such transaction
      has the option to require the Company to) make such amortization payments in
      shares of Common Stock (whether or not such payments in stock are subject to
      certain equity conditions), or (C) any transaction involving a written agreement
      between the Company and an investor or underwriter whereby the Company has
      the
      right to “put” its securities to the investor or underwriter over an agreed
      period of time and at an agreed price or price formula (each, an “Equity Line”
transaction). For purposes of the above, the “Market Price” shall mean the
      volume weighted average price, as reported by Bloomberg, for the Company’s
      common stock for the 5 trading day period immediately preceding the date in
      question. It is expressly agreed and understood that the Variable Equity
      Securities Lock-Up shall apply in respect of a Permitted Financing and that
      no
      issuance of Variable Equity Securities shall be a Permitted Financing.


     


    
      
        
        

      

      
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    3.22 IP
      Assignments.
      The
      Company will record, or cause to be recorded, in the United States Patent and
      Trademark Office the assignment of Patent # 5474890 by the holder thereof to
      the
      Company’s Subsidiary within 90 days of the Closing Date.

     

    ARTICLE
      IV

     

    CONDITIONS

     

    Section
      4.1 Conditions
      Precedent to the Obligation of the Company to Close and to Sell the
      Securities.
      The
      obligation hereunder of the Company to close and issue and sell the Securities
      to the Purchasers at the Closing is subject to the satisfaction or waiver,
      at or
      before the Closing of the conditions set forth below. These conditions are
      for
      the Company’s sole benefit and may be waived by the Company at any time in its
      sole discretion.

     

    (a) Accuracy
      of the Purchasers’ Representations and Warranties.
      The
      representations and warranties of each Purchaser shall be true and correct
      in
      all material respects as of the date when made and as of the Closing Date as
      though made at that time, except for representations and warranties that are
      expressly made as of a particular date, which shall be true and correct in
      all
      material respects as of such date.

     

    (b) Performance
      by the Purchasers.
      Each
      Purchaser shall have performed, satisfied and complied in all material respects
      with all covenants, agreements and conditions required by this Agreement to
      be
      performed, satisfied or complied with by the Purchasers at or prior to the
      Closing Date.

     

    (c) No
      Injunction.
      No
      statute, rule, regulation, executive order, decree, ruling or injunction shall
      have been enacted, entered, promulgated or endorsed by any court or governmental
      authority of competent jurisdiction which prohibits the consummation of any
      of
      the transactions contemplated by this Agreement.

     


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    (d) Delivery
      of Purchase Price.
      The
      Purchase Price for the Securities shall have been delivered to the Company
      on
      the Closing Date.

     

    (e) Delivery
      of Transaction Documents.
      The
      Transaction Documents shall have been duly executed and delivered by the
      Purchasers to the Company.

     

    


    Section
      4.2 Conditions
      Precedent to the Obligation of the Purchasers to Close and to Purchase the
      Securities.
      The
      obligation hereunder of the Purchasers to purchase the Securities and consummate
      the transactions contemplated by this Agreement is subject to the satisfaction
      or waiver, at or before the Closing, of each of the conditions set forth below.
      These conditions are for the Purchasers’ sole benefit and may be waived by the
      Purchasers at any time in their sole discretion.

     

    (a) Accuracy
      of the Company’s Representations and Warranties.
      Each of
      the representations and warranties of the Company in this Agreement and the
      other Transaction Documents shall be true and correct in all material respects
      as of the Closing Date, except for representations and warranties that speak
      as
      of a particular date, which shall be true and correct in all material respects
      as of such date.

     

    (b) Performance
      by the Company.
      The
      Company shall have performed, satisfied and complied in all material respects
      with all covenants, agreements and conditions required by this Agreement to
      be
      performed, satisfied or complied with by the Company at or prior to the Closing
      Date.

     

    (c) No
      Suspension, Etc.
      Trading in the Common Stock shall not have been suspended by the Commission
      or
      the OTC Bulletin Board, and, at any time prior to the Closing Date, trading
      in
      securities generally as reported by Bloomberg Financial Markets (“Bloomberg”)
      shall not have been suspended or limited, or minimum prices shall not have
      been
      established on securities whose trades are reported by Bloomberg, or on the
      New
      York Stock Exchange, nor shall a banking moratorium have been declared either
      by
      the United States or New York State authorities,
      nor
      shall there have occurred any material outbreak or escalation of hostilities
      or
      other national or international calamity or crisis of such magnitude in its
      effect on, or any material adverse change in any financial market which, in
      each
      case, in the judgment of such Purchaser, makes it impracticable or inadvisable
      to purchase the Securities.

     

    (d) No
      Injunction.
      No
      statute, rule, regulation, executive order, decree, ruling or injunction shall
      have been enacted, entered, promulgated or endorsed by any court or governmental
      authority of competent jurisdiction which prohibits the consummation of any
      of
      the transactions contemplated by this Agreement.

     

    (e) No
      Proceedings or Litigation.
      No
      action, suit or proceeding before any arbitrator or any governmental authority
      shall have been commenced, and no investigation by any governmental authority
      shall have been threatened, against the Company or any Subsidiary, or any of
      the
      officers, directors or affiliates of the Company or any Subsidiary seeking
      to
      restrain, prevent or change the transactions contemplated by this Agreement,
      or
      seeking damages in connection with such transactions.

     


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    (f) Opinion
      of Counsel.
      The
      Purchasers shall have received an opinion of counsel to the Company, dated
      the
      date of the Closing, substantially in the form of Exhibit
      K
      hereto,
      with such exceptions and limitations as shall be reasonably acceptable to
      counsel to the Purchasers. 

     

    (g) Notes
      and Warrants.
      At or
      prior to the Closing, the Company shall have delivered to the Purchasers the
      Notes (in such denominations as each Purchaser may request) and the Warrants
      (in
      such denominations as each Purchaser may request). 

     

    (h) Secretary’s
      Certificate.
      The
      Company shall have delivered to the Purchasers a secretary’s certificate, dated
      as of the Closing Date, as to (i) the resolutions adopted by the Board of
      Directors approving the transactions contemplated hereby, (ii) the Articles,
      (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority
      and
      incumbency of the officers of the Company executing the Transaction Documents
      and any other documents required to be executed or delivered in connection
      therewith.

     

    (i) Officer’s
      Certificate.
      On the
      Closing Date, the Company shall have delivered to the Purchasers a certificate
      signed by an executive officer on behalf of the Company, dated as of the Closing
      Date, confirming the accuracy of the Company’s representations, warranties and
      covenants as of such Closing Date and confirming the compliance by the Company
      with the conditions precedent set forth in paragraphs (a)-(e) and (k) of this
      Section 4.2 as of the Closing Date (provided that, with respect to the matters
      in paragraphs (d) and (e) of this Section 4.2, such confirmation shall be based
      on the knowledge of the executive officer after due inquiry).

     

    (j) Registration
      Rights Agreement.
      As of
      the Closing Date, the Company shall have executed and delivered the Registration
      Rights Agreement to each Purchaser.

     

    (k) Material
      Adverse Effect.
      No
      Material Adverse Effect shall have occurred.

     

    (l) Transfer
      Agent Instructions.
      The
      Irrevocable Transfer Agent Instructions, in the form of Exhibit
      J
      attached
      hereto, shall have been delivered to and executed by the Company’s transfer
      agent, and delivered to the Lead Purchaser’s counsel to be held in escrow
      pending the Closing. 

     

    (m) Security
      Agreement.
      At the
      Closing, the Company shall have executed and delivered the Security Agreement
      and the IP Security Agreement to each Purchaser.

     

    (n) UCC
      Financing Statements.
      The
      Company shall have authorized the filing of all UCC financing statements in
      form
      and substance satisfactory to the Purchasers at the appropriate offices to
      create a valid and perfected security interest in the Collateral (as defined
      in
      the Security Agreement), which filings are to be made promptly following
      Closing.

     

    (o) Kuo
      Employment Agreement.
      James S.
      Kuo shall have entered into an employment agreement with the Company on terms
      and conditions deemed satisfactory to the Purchasers, pursuant to which Kuo
      will
      serve, on Closing, as Chief Executive Officer of the Company and as Chairman
      of
      the Board of Directors.

     


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


     

    ARTICLE
      V

     

    CERTIFICATE
      LEGEND 

     

    Section
      5.1 Legend.
      Each
      certificate representing the Securities shall be stamped or otherwise imprinted
      with a legend substantially in the following form (in addition to any legend
      required by applicable state securities or “blue sky” laws):

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)
      OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
      DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
      STATE SECURITIES LAWS OR DUSKA THERAPEUTICS, INC. SHALL HAVE RECEIVED AN OPINION
      OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND
      UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT
      REQUIRED.

     

    The
      Company agrees to issue or reissue certificates representing any of the
      Conversion Shares and the Warrant Shares, without the legend set forth above
      if
      at such time, prior to making any transfer of any such Conversion Shares or
      Warrant Shares, such holder thereof shall give written notice to the Company
      describing the manner and terms of such transfer and removal as the Company
      may
      reasonably request, and (x) such Conversion Shares and/or Warrant Shares have
      been registered for sale under the Securities Act and the holder is selling
      such
      shares and is complying with its prospectus delivery requirement under the
      Securities Act, (y) the holder is selling such Conversion Shares and/or Warrant
      Shares in compliance with the provisions of Rule 144 or (z) the provisions
      of
      paragraph (k) of Rule 144 apply to such Shares.

     

     

    ARTICLE
      VI

     

    INDEMNIFICATION

     

    Section
      6.1 General
      Indemnity.
      The
      Company agrees to indemnify and hold harmless the Purchasers (and their
      respective directors, officers, affiliates, agents, successors and assigns)
      from
      and against any and all losses, liabilities, deficiencies, costs, damages and
      expenses (including, without limitation, reasonable attorneys’ fees, charges and
      disbursements) incurred by the Purchasers as a result of any inaccuracy in
      or
      breach of the representations, warranties or covenants made by the Company
      herein. 

     


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    Section
      6.2 Indemnification
      Procedure.
      Any party entitled to indemnification under this Article VI (an “indemnified
      party”) will give written notice to the indemnifying party of any matter giving
      rise to a claim for indemnification; provided, that the failure of any party
      entitled to indemnification hereunder to give notice as provided herein shall
      not relieve the indemnifying party of its obligations under this Article VI
      except to the extent that the indemnifying party is actually prejudiced by
      such
      failure to give notice. In case any such action, proceeding or claim is brought
      against an indemnified party in respect of which indemnification is sought
      hereunder, the indemnifying party shall be entitled to participate in and,
      unless in the reasonable judgment of the indemnifying party a conflict of
      interest between it and the indemnified party exists with respect to such
      action, proceeding or claim (in which case the indemnifying party shall be
      responsible for the reasonable fees and expenses of one separate counsel for
      the
      indemnified parties), to assume the defense thereof with counsel reasonably
      satisfactory to the indemnified party. In the event that the indemnifying party
      advises an indemnified party that it will contest such a claim for
      indemnification hereunder, or fails, within thirty (30) days of receipt of
      any
      indemnification notice to notify, in writing, such person of its election to
      defend, settle or compromise, at its sole cost and expense, any action,
      proceeding or claim (or discontinues its defense at any time after it commences
      such defense), then the indemnified party may, at its option, defend, settle
      or
      otherwise compromise or pay such action or claim. In any event, unless and
      until
      the indemnifying party elects in writing to assume and does so assume the
      defense of any such claim, proceeding or action, the indemnified party’s costs
      and expenses arising out of the defense, settlement or compromise of any such
      action, claim or proceeding shall be losses subject to indemnification
      hereunder. The indemnified party shall cooperate fully with the indemnifying
      party in connection with any negotiation or defense of any such action or claim
      by the indemnifying party and shall furnish to the indemnifying party all
      information reasonably available to the indemnified party which relates to
      such
      action or claim. The indemnifying party shall keep the indemnified party fully
      apprised at all times as to the status of the defense or any settlement
      negotiations with respect thereto. If the indemnifying party elects to defend
      any such action or claim, then the indemnified party shall be entitled to
      participate in such defense with counsel of its choice at its sole cost and
      expense. The indemnifying party shall not be liable for any settlement of any
      action, claim or proceeding effected without its prior written consent.
      Notwithstanding anything in this Article VI to the contrary, the indemnifying
      party shall not, without the indemnified party’s prior written consent, settle
      or compromise any claim or consent to entry of any judgment in respect thereof
      which imposes any future obligation on the indemnified party or which does
      not
      include, as an unconditional term thereof, the giving by the claimant or the
      plaintiff to the indemnified party of a release from all liability in respect
      of
      such claim. The indemnification obligations to defend the indemnified party
      required by this Article VI shall be made by periodic payments of the amount
      thereof during the course of investigation or defense, as and when bills are
      received or expense, loss, damage or liability is incurred, so long as the
      indemnified party shall refund such moneys if it is ultimately determined by
      a
      court of competent jurisdiction that such party was not entitled to
      indemnification. The indemnity agreements contained herein shall be in addition
      to (a) any cause of action or similar rights of the indemnified party against
      the indemnifying party or others, and (b) any liabilities the indemnifying
      party
      may be subject to pursuant to the law. 

     


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


     

    ARTICLE
      VII

     

    MISCELLANEOUS

     

    Section
      7.1 Fees
      and Expenses.
      Each
      party shall pay the fees and expenses of its advisors, counsel, accountants
      and
      other experts, if any, and all other expenses, incurred by such party incident
      to the negotiation, preparation, execution, delivery and performance of this
      Agreement; provided,
      however,
      that
      the Company shall pay all actual attorneys’ fees and expenses (including
      disbursements and out-of-pocket expenses) incurred by the Lead Purchasers in
      connection with (i) the preparation, negotiation, execution and delivery of
      the
      Transaction Documents and the transactions contemplated thereunder, which
      payment shall be made at Closing and shall not exceed $40,000 (plus
      disbursements and out-of-pocket expenses) (which payment may be withheld from
      the amount delivered to the Company by the Lead Purchaser on Closing), and
      (ii)
      any amendments, modifications or waivers of this Agreement or any of the other
      Transaction Documents. In addition, the Company shall pay all reasonable fees
      and expenses incurred by the Purchasers in connection with the enforcement
      of
      this Agreement or any of the other Transaction Documents, including, without
      limitation, all reasonable attorneys’ fees and expenses. 

     

    Section
      7.2 Specific
      Performance; Consent to Jurisdiction; Venue.
      

     

    (a) The
      Company and the Purchasers acknowledge and agree that irreparable damage would
      occur in the event that any of the provisions of this Agreement or the other
      Transaction Documents were not performed in accordance with their specific
      terms
      or were otherwise breached. It is accordingly agreed that the parties shall
      be
      entitled to an injunction or injunctions to prevent or cure breaches of the
      provisions of this Agreement or the other Transaction Documents and to enforce
      specifically the terms and provisions hereof or thereof, this being in addition
      to any other remedy to which any of them may be entitled by law or
      equity.

     

    (b) The
      parties agree that venue for any dispute arising under this Agreement will
      lie
      exclusively in the state or federal courts located in New York County, New
      York,
      and the parties irrevocably waive any right to raise forum
      non conveniens
      or any
      other argument that New York is not the proper venue. The parties irrevocably
      consent to personal jurisdiction in the state and federal courts of the state
      of
      New York. The Company and each Purchaser consent to process being served in
      any
      such suit, action or proceeding by mailing a copy thereof to such party at
      the
      address in effect for notices to it under this Agreement and agrees that such
      service shall constitute good and sufficient service of process and notice
      thereof. Nothing in this Section 7.2 shall affect or limit any right to serve
      process in any other manner permitted by law. The Company and the Purchasers
      hereby agree that the prevailing party in any suit, action or proceeding arising
      out of or relating to the Securities, this Agreement or the other Transaction
      Documents, shall be entitled to reimbursement for reasonable legal fees from
      the
      non-prevailing party. The parties hereby waive all rights to a trial by jury.
      

     

    Section
      7.3 Entire
      Agreement; Amendment.
      This
      Agreement and the Transaction Documents contain the entire understanding and
      agreement of the parties with respect to the matters covered hereby and, except
      as specifically set forth herein or in the other Transaction Documents, neither
      the Company nor any Purchaser make any representation, warranty, covenant or
      undertaking with respect to such matters, and they supersede all prior
      understandings and agreements with respect to said subject matter, all of which
      are merged herein. No provision of this Agreement may be waived or amended
      other
      than by a written instrument signed by the Company and the Purchasers holding
      at
      least a majority of the principal amount of the Notes then held by the
      Purchasers. Any amendment or waiver effected in accordance with this Section
      7.3
      shall be binding upon each Purchaser (and their permitted assigns) and the
      Company. 

     

    
      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

    

    


    Section
      7.4 Notices.
      Any
      notice, demand, request, waiver or other communication required or permitted
      to
      be given hereunder shall be in writing and shall be effective (a) upon hand
      delivery by telecopy or facsimile at the address or number designated below
      (if
      delivered on a business day during normal business hours where such notice
      is to
      be received), or the first business day following such delivery (if delivered
      other than on a business day during normal business hours where such notice
      is
      to be received) or (b) on the second business day following the date of mailing
      by express courier service, fully prepaid, addressed to such address, or upon
      actual receipt of such mailing, whichever shall first occur. The addresses
      for
      such communications shall be:

     

    
      
        	If to the Company:	 	Duska Therapeutics, Inc. 	 
	 	 	
                Two
                  Bala Plaza

              	 
	 	 	Suite 300	 
	 	 	Bala Cynwyd, PA	 


      

       

    

    
      	
              with
                copies (which copies 

              shall
                not constitute notice 

              to
                the Company) to:      

            	 	Sichenzia
              Ross Friedman Ference LLP	 
	 	 	61 Broadway	 
	 	 	
              New
                York, New York 10006

            	 
	 	 	Tel: (212) 930-9700	 
	 	 	Fax: (212) 930-9725	 
	 	 	 	 
	If to any Purchaser:	 	
              At
                the address of such Purchaser set forth on Exhibit
                A
                to
                this Agreement, with copies to Purchaser’s counsel as set forth on
                Exhibit
                A
                or
                as specified in writing by such Purchaser with copies
                to:

            
	 	 	
            	 
	 	 	 	 
	 	 	Shane W. McCormack, Esq.	 
	 	 	Burak Anderson & Melloni, PLC	 
	 	 	30 Main Street, PO Box 787	 
	 	 	Burlington, VT 05402-0787	 
	 	 	
              Tel:
                (802) 862-0500Fax:
                (802) 862-8176

            	 


    

     

    


    Any
      party
      hereto may from time to time change its address for notices by giving written
      notice of such changed address to the other party hereto.

     


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


    Section
      7.5 Waivers.
      No
      waiver by either party of any default with respect to any provision, condition
      or requirement of this Agreement shall be deemed to be a continuing waiver
      in
      the future or a waiver of any other provision, condition or requirement hereof,
      nor shall any delay or omission of any party to exercise any right hereunder
      in
      any manner impair the exercise of any such right accruing to it thereafter.
      No
      consideration shall be offered or paid to any Purchaser to amend or consent
      to a
      waiver or modification of any provision of any of the Transaction Documents
      unless the same consideration is also offered to all of the parties to the
      Transaction Documents. This provision constitutes a separate right granted
      to
      each Purchaser by the Company and shall not in any way be construed as the
      Purchasers acting in concert or as a group with respect to the purchase,
      disposition or voting of Securities or otherwise.

     

    Section
      7.6 Headings.
      The
      article, section and subsection headings in this Agreement are for convenience
      only and shall not constitute a part of this Agreement for any other purpose
      and
      shall not be deemed to limit or affect any of the provisions
      hereof.

     

    Section
      7.7 Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their successors and assigns. After the Closing, the assignment by a party
      to
      this Agreement of any rights hereunder shall not affect the obligations of
      such
      party under this Agreement. The Purchasers may assign the Securities and its
      rights under this Agreement and the other Transaction Documents and any other
      rights hereto and thereto without the consent of the Company.

     

    Section
      7.8 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.

     

    Section
      7.9 Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the internal
      laws of the State of New York, without giving effect to any of the conflicts
      of
      law principles which would result in the application of the substantive law
      of
      another jurisdiction. This Agreement shall not be interpreted or construed
      with
      any presumption against the party causing this Agreement to be
      drafted.

     

    Section
      7.10 Survival.
      The representations and warranties of the Company and the Purchasers shall
      survive the execution and delivery hereof and the Closing until the third
      anniversary of the Closing Date, except the agreements and covenants set forth
      in Articles I, III, V, VI and VII of this Agreement shall survive the execution
      and delivery hereof and such Closing hereunder.

     

    Section
      7.11 Counterparts.
      This
      Agreement may be executed in any number of counterparts, all of which taken
      together shall constitute one and the same instrument and shall become effective
      when counterparts have been signed by each party and delivered to the other
      parties hereto, it being understood that all parties need not sign the same
      counterpart. 

     

    Section
      7.12 Publicity.
      The
      Company agrees that it will not disclose, and will not include in any public
      announcement, the names of the Purchasers without the consent of the Purchasers,
      which consent shall not be unreasonably withheld or delayed, or unless and
      until
      such disclosure is required by law, rule or applicable regulation, including
      without limitation any disclosure pursuant to the Registration Statement, and
      then only to the extent of such requirement. Notwithstanding the foregoing,
      the
      Purchasers consent to being identified in any filings the Company makes with
      the
      Commission to the extent required by law or the rules and regulations of the
      Commission. 

     


    
      
        
        

      

      
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    Section
      7.13 Severability.
      The
      provisions of this Agreement are severable and, in the event that any court
      of
      competent jurisdiction shall determine that any one or more of the provisions
      or
      part of the provisions contained in this Agreement shall, for any reason, be
      held to be invalid, illegal or unenforceable in any respect, such invalidity,
      illegality or unenforceability shall not affect any other provision or part
      of a
      provision of this Agreement and this Agreement shall be reformed and construed
      as if such invalid or illegal or unenforceable provision, or part of such
      provision, had never been contained herein, so that such provisions would be
      valid, legal and enforceable to the maximum extent possible.

     

    Section
      7.14 Further
      Assurances.
      From
      and after the date of this Agreement, upon the request of the Purchasers or
      the
      Company, the Company and each Purchaser shall execute and deliver such
      instruments, documents and other writings as may be reasonably necessary or
      desirable to confirm and carry out and to effectuate fully the intent and
      purposes of this Agreement and the other Transaction Documents

     

    Section
      7.15 Collateral
      Agent.
      

     

    (a)
       Appointment.
      Each
      Purchaser hereby appoints the Lead Purchaser as the Collateral Agent under
      the
      Security Agreement and the IP Security Agreement (collectively, the
“Security
      Documents”)
      and
      each Purchaser authorizes the Collateral Agent to take such action as agent
      on
      its behalf and to exercise such powers under the Security Documents as are
      delegated to the Collateral Agent under such agreements and to exercise such
      powers as are reasonably incidental thereto. Without limiting the foregoing,
      each Secured Party hereby authorizes the Collateral Agent to execute and
      deliver, and to perform its obligations under, each of the documents to which
      the Collateral Agent is a party relating to security for the obligations under
      the Notes, to exercise all rights, powers and remedies that the Collateral
      Agent
      may have under such Security Documents and, in the case of the Security
      Documents, to act as agent for the Purchasers under such Transaction
      Documents.

    


    (b)
       Instructions
      of Purchasers.
      The
      Collateral Agent shall not be required to exercise any discretion or take any
      action, but shall be required to act or to refrain from acting (and shall be
      fully protected in so acting or refraining from acting) upon the instructions
      of
      the Purchasers holding at least 51% of the aggregate amount of the Notes then
      outstanding, and such instructions shall be binding upon all Purchasers;
provided,
      however,
      that
      the Collateral Agent shall not be required to take any action that (i) the
      Collateral Agent in good faith believes exposes it to personal liability unless
      the Collateral Agent receives an indemnification satisfactory to it from the
      Purchasers with respect to such action or (ii) is contrary to this Agreement
      or
      applicable law. 

    


    (c)
       Duties
      are Administrative in Nature.
      In
      performing its functions and duties under the Security Documents and the other
      documents required to be executed or delivered in connection therewith, the
      Collateral Agent is acting solely on behalf of the Purchasers and its duties
      are
      entirely administrative in nature. The Collateral Agent does not assume and
      shall not be deemed to have assumed any obligation other than as expressly
      set
      forth herein. The Collateral Agent may perform any of its duties under any
      Security Document by or through its agents or employees.


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    (d)
       No
      Liability.
      None of
      the Collateral Agent, any of its affiliates or any of their respective
      directors, officers, agents or employees shall be liable for any action taken
      or
      omitted to be taken by it, him, her or them under or in connection with the
      Security Documents, except for its, his, her or their own gross negligence
      or
      willful misconduct. 

    


    (e)
       Investigation.
      Each
      Secured Party acknowledges that it shall, independently and without reliance
      upon the Collateral Agent or any other Secured Party conduct its own independent
      investigation of the financial condition and affairs of the Company and its
      Subsidiaries in connection with the issuance of the Securities. Each Secured
      Party also acknowledges that it shall, independently and without reliance upon
      the Collateral Agent or any other Secured Party and based on such documents
      and
      information as it shall deem appropriate at the time, continue to make its
      own
      credit decisions in taking or not taking action under this Agreement and other
      Transaction Documents.

    


    (f)
       Indemnification.
      Each
      Purchaser agrees to indemnify the Collateral Agent and each of its affiliates,
      and each of their respective directors, officers, employees, agents and advisors
      (to the extent not reimbursed by the Company), from any and all liabilities,
      obligations, losses, damages, penalties, actions, judgments, suits, costs,
      expenses and disbursements (including fees, expenses and disbursements of
      financial and legal advisors) of any kind or nature whatsoever that may be
      imposed on, incurred by, or asserted against, the Collateral Agent or any of
      its
      affiliates, directors, officers, employees, agents and advisors in any way
      relating to or arising out of the Security Documents or any action taken or
      omitted by the Collateral Agent under the Security Documents or the document
      related thereto; provided,
      however,
      that no
      Purchaser shall be liable for any portion of such liabilities, obligations,
      losses, damages, penalties, actions, judgments, suits, costs, expenses or
      disbursements resulting from the Collateral Agent’s or such Affiliate’s gross
      negligence or willful misconduct.

    


    (g)
      Resignation. The
      Collateral Agent may resign at any time by giving written notice thereof to
      the
      Purchasers and the Company. Upon any such resignation, the Purchasers shall
      have
      the right to appoint a successor Collateral Agent. If no successor Collateral
      Agent shall have been so appointed by the Purchasers, and shall have accepted
      such appointment, within 30 days after the retiring Collateral Agent’s giving of
      notice of resignation, then the retiring Collateral Agent may, on behalf of
      the
      Purchasers, appoint a successor Collateral Agent, selected from among the
      Purchasers. Upon the acceptance of any appointment as Collateral Agent by a
      successor Collateral Agent, such successor Collateral Agent shall succeed to,
      and become vested with, all the rights, powers, privileges and duties of the
      retiring Collateral Agent, and the retiring Collateral Agent shall be discharged
      from its duties and obligations under this Agreement, the Transaction Documents
      and any other documents required to be executed or delivered in connection
      therewith. Prior to any retiring Collateral Agent’s resignation hereunder as
      Collateral Agent, the retiring Collateral Agent shall take such action as may
      be
      reasonably necessary to assign to the successor Collateral Agent its rights
      as
      Collateral Agent under the Transaction Documents. After such resignation, the
      retiring Collateral Agent shall continue to have the benefit of this Agreement
      as to any actions taken or omitted to be taken by it while it was Collateral
      Agent under this Agreement, the Security Documents and any other documents
      required to be executed or delivered in connection therewith.


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


    


    (h)
      Binding.
      Each
      Purchaser agrees that any action taken by the Collateral Agent in accordance
      with the provisions of this Agreement or of the other document relating thereto,
      and the exercise by the Collateral Agent or the Purchasers of the powers set
      forth herein or therein, together with such other powers as are reasonably
      incidental thereto, shall be authorized and binding upon all of the
      Purchasers.

    


    (i)
      Releases.
      Each of
      the Purchasers hereby directs, in accordance with the terms hereof, the
      Collateral Agent to release (or in the case of clause (ii) below, release or
      subordinate) any Lien held by the Collateral Agent for the benefit of the
      Purchasers against any of the following: (i) all of the Collateral upon payment
      and satisfaction in full of all obligations under the Notes and all other
      obligations under the Transaction Documents that the Collateral Agent has been
      notified in writing are then due and payable; (ii) any assets that are subject
      to a Lien; and (iii) any part of the Collateral sold or disposed of by the
      Company or any Subsidiary if such sale or disposition is permitted by this
      Agreement and the other Transaction Documents (or permitted pursuant to a waiver
      or consent of a transaction otherwise prohibited by this Agreement and the
      other
      Transaction Documents). Each of the Purchasers hereby directs the Collateral
      Agent to execute and deliver or file such termination and partial release
      statements and do such other things as are necessary to release Liens to be
      released pursuant to this Section 7.15 promptly upon the effectiveness of any
      such release.

    


    Section
      7.16 Representation
      of Lead Purchaser.
      It is
      acknowledged by each Purchaser that the Lead Purchaser has retained Burak
      Anderson & Melloni, PLC to act as its counsel in connection with the
      transactions contemplated by the Transaction Documents and that Burak Anderson
      & Melloni, PLC has not acted as counsel for any Purchaser, other than the
      Lead Purchaser, in connection with the transactions contemplated by the
      Transaction Documents and that none of such Purchasers has the status of a
      client for conflict of interest or any other purposes as a result
      thereof.

     

    


    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Note and Warrant Purchase
      Agreement to be duly executed by their respective authorized officers as of
      the
      date first above written.

      

    
      	 	DUSKA THERAPEUTICS,
              INC.
	 	 	 	 
	 	By:  	/s/
              Amir Pelleg________________________	 
	 	Name: 	Amir Pelleg	 
	 	Title:	President	 
	 	 	 	 
	 	PLATINUM LONG TERM
              GROWTH
              VI, LLC	 
	 	 	 	 
	 	By:   	/s/
              Mark
              Nordlicht                                                 
               	 
	 	Name:	Mark
              Nordlicht	 
	 	Title:  	
              Managing Member

            	 
	 	 	 	 
	 	PLATINUM MONTAUR
              LIFE
              SCIENCES, LLC	 
	 	 	 	 
	 	By:   	/s/
              Mark
              Nordlicht                                                  
              	 
	 	Name: 	Mark Nordlicht	 
	 	Title: 	Managing Member	 
	 	 	 	 
	 	BRIDGEPOINTE
              MASTER FUND LTD.	 
	 	 	 	 
	 	By: 	/s/
              Eric S.
              Swartz                                                       	 
	 	Name:	Eric
              S. Swartz	 
	 	Title:  	Director	 
	 	 	 	 
	 	FIREBIRD GLOBAL
              MASTER FUND
              LTD.	 
	 	 	 	 
	 	By:   	/s/
              James
              Passin                                                        
              	 
	 	Name:	James Passin	 
	 	Title: 	Director	 
	 	 	 	 
	 	FIREBIRD GLOBAL
              MASTER FUND
              II LTD.	 
	 	 	 	 
	 	By:    	/s/
              James
              Passin                                                        
               	 
	 	Name: 	James Passin	 
	 	Title:   	
              Director

            	 
	 	 	 	 


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    LIST
      OF PURCHASERS

    


           

    
      	
              Names
                and Addresses of Purchasers

            	 	
              Investment
                Amount and Number of

               Warrants
                Purchased

            
	
              Platinum
                Long Term Growth VI, LLC

              152
                West 57th
                Street, 54th
                Floor

              New
                York, NY 10019

            	 	
              $1,326,923.08
                Principal Amount of Notes

              Long
                Term Warrant: 3,317,308 shares

              Short
                Term Warrant: 3,317,308 shares

            
	
              Platinum
                Montaur Life Sciences, LLC

              152
                West 57th
                Street, 54th
                Floor

              New
                York, NY 10019

            	 	
              $1,326,923.08
                Principal Amount of Notes

              Long
                Term Warrant: 3,317,308 shares

              Short
                Term Warrant: 3,317,308 shares

            
	
              Bridgepoint
                Master Fund Ltd.

              1120
                Sanctuary Parkway, Suite 325

              Alpharetta
                , Georgia 30004

            	 	
              $1,326,923.08
                Principal Amount of Notes

              Long
                Term Warrant: 3,317,308shares

              Short
                Term Warrant: 3,317,308 shares

            
	
              Firebird
                Global Master Fund Ltd.

              c/o
                Trident Trust Company (Cayman) Limited

              1
                Capital Place, P.O. Box 847

              Grand
                Cayman, Cayman Islands

            	 	
              $884,615.38
                Principal Amount of Notes

              Long
                Term Warrant: 2,211,539 shares

              Short
                Term Warrant: 2,211,539 shares

            
	
              Firebird
                Global Master Fund II Ltd.

              c/o
                Trident Trust Company (Cayman) Limited

              1
                Capital Place, P.O. Box 847

              Grand
                Cayman, Cayman Islands

            	 	
              $884,615.38
                Principal Amount of Notes

              Long
                Term Warrant: 2,211,539 shares

              Short
                Term Warrant: 2,211,539 shares

            
	 	 	 


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

    FORM
      OF 10% NOTE 

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

    FORM
      OF LONG TERM WARRANT

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

    FORM
      OF SHORT TERM WARRANT 


    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

    FORM
      OF REGISTRATION RIGHTS AGREEMENT

     

    
      
        
        

      

      
        vi

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      F

    FORM
      OF SECURITY AGREEMENT

     

    
      
        
        

      

      
        vii

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      G

    FORM
      OF IP SECURITY AGREEMENT

     

    
      
        
        

      

      
        viii

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      H

    FORM
      OF GUARANTEE 

     

    
      
        
        

      

      
        ix

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      I

    FORM
      OF OFFICER’S CERTIFICATE 

     

    
      
        
        

      

      
        x

        
          

        

      

      
        
        

      

    


    EXHIBIT
      J

    FORM
      OF IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

    


    DUSKA
      THERAPEUTICS, INC.

     

    as
      of
      September __, 2007

     

    [Name
      and
      address of Transfer Agent]

    Attn:
      _____________

    


    Ladies
      and Gentlemen:

     

    Reference
      is made to that certain Note and Warrant Purchase Agreement (the “Purchase
      Agreement”),
      dated
      as of September 26, 2007, by and among Duska Therapeutics, Inc., a Nevada
      corporation (the “Company”),
      and
      the purchasers named therein (collectively, the “Purchasers”)
      pursuant to which the Company is issuing to the Purchasers senior secured
      convertible promissory notes (the “Notes”)
      and
      warrants (the “Warrants”)
      to
      purchase shares of the Company’s common stock, par value $0.001 per share (the
“Common
      Stock”).
      This
      letter shall serve as our irrevocable authorization and direction to you
      (provided that you are the transfer agent of the Company at such time) to issue
      shares of Common Stock upon conversion of the Notes (the “Conversion
      Shares”)
      and
      exercise of the Warrants (the “Warrant
      Shares”)
      to or
      upon the order of a Purchaser from time to time upon (i) surrender to you of
      a
      properly completed and duly executed Conversion Notice or Exercise Notice,
      as
      the case may be, in the form attached hereto as Exhibit I and Exhibit II,
      respectively, (ii) in the case of the conversion of Notes, a copy of the Note
      (with the original delivered to the Company) representing the Notes being
      converted or, in the case of Warrants being exercised, a copy of the Warrants
      (with the original Warrants delivered to the Company) being exercised (or,
      in
      each case, an indemnification undertaking with respect to such Notes or the
      Warrants in the case of their loss, theft or destruction), and (iii) delivery
      of
      a treasury order or other appropriate order duly executed by a duly authorized
      officer of the Company. So long as you have previously received (x) written
      confirmation from counsel to the Company that a registration statement covering
      resales of the Conversion Shares or Warrant Shares, as applicable, has been
      declared effective by the Securities and Exchange Commission (the “SEC”)
      under
      the Securities Act of 1933, as amended (the “1933
      Act”),
      and
      no subsequent notice by the Company or its counsel of the suspension or
      termination of its effectiveness and (y) a copy of such registration statement,
      and if the Purchaser represents in writing that the prospectus delivery
      requirements have been or will be met, the Conversion Shares or the Warrant
      Shares, as the case may be, were sold pursuant to the Registration Statement,
      then certificates representing the Conversion Shares and the Warrant Shares,
      as
      the case may be, shall not bear any legend restricting transfer of the
      Conversion Shares and the Warrant Shares, as the case may be, thereby and should
      not be subject to any stop-transfer restriction. Provided, however, that if
      you
      have not previously received (i) written confirmation from counsel to the
      Company that a registration statement covering resales of the Conversion Shares
      or Warrant Shares, as applicable, has been declared effective by the SEC under
      the 1933 Act, and (ii) a copy of such registration statement, then the
      certificates for the Conversion Shares and the Warrant Shares shall bear the
      following legend:

     

    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT”), OR ANY STATE
      SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
      REGISTERED UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS, OR
      DUSKA THERAPEUTICS, INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT
      REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE
      PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.”

     

    
      
        
        

      

      
        xi

        
          

        

      

      
        
        

      

    

     

    and,
      provided further, that the Company may from time to time notify you to place
      stop-transfer restrictions on the certificates for the Conversion Shares and
      the
      Warrant Shares in the event a registration statement covering the Conversion
      Shares and the Warrant Shares is subject to amendment for events then
      current.

     

    A
      form of
      written confirmation from counsel to the Company that a registration statement
      covering resales of the Conversion Shares and the Warrant Shares has been
      declared effective by the SEC under the 1933 Act is attached hereto as Exhibit
      III.

     

    Please
      be
      advised that the Purchasers are relying upon this letter as an inducement to
      enter into the Purchase Agreement and, accordingly, each Purchaser is a third
      party beneficiary to these instructions.

     

    Notwithstanding
      anything to the contrary contained herein, you are not to issue any Warrant
      Shares (i) after September 26, 2012 or (ii) upon exercise in full of the
      Warrants (as evidenced in written instructions from the Company). Further,
      you
      are instructed not to issue any Conversion Shares after you are informed in
      writing by the Company that the applicable Note has been paid in full and
      satisfied or that all of the applicable Note Shares have been issued.


     

    Please
      execute this letter in the space indicated to acknowledge your agreement to
      act
      in accordance with these instructions. Should you have any questions concerning
      this matter, please contact me at ___________.

     

    Very
      truly yours,

     

    DUSKA
      THERAPEUTICS, INC.

     

    


     

    By:                                                                          
            

     

    Name:                                                            
           

    Title:                                                              
           

     

    ACKNOWLEDGED
      AND AGREED:

     

    [TRANSFER
      AGENT]

     

    By:                                                                                  
             

    Name:                                                                             
             

    Title:                                                                               
             

    Date:                                     

     

    
      
        
        

      

      
        xii

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      K

    OPINION
      OF COUNSEL TO COMPANY

     

    
      
        
        

      

      
        xiii

        
          

        

      

      
        
        

      

    


    EXHIBIT
      I

     

    DUSKA
      THERAPEUTICS, INC.

    CONVERSION
      NOTICE

     

    (To
      be
      Executed by the Registered Holder in order to Convert the Note)

     

    The
      undersigned hereby irrevocably elects to convert $ ________________ of the
      principal amount of the above Note No. ___ into shares of Common Stock of DUSKA
      THERAPEUTICS, INC. (the “Maker”) according to the conditions hereof, as of the
      date written below.

     

    Date
      of
      Conversion
      _________________________________________________________

     

    Applicable
      Conversion Price __________________________________________________

     

    Number
      of
      shares of Common Stock beneficially owned or deemed beneficially owned by the
      Holder on the Date of Conversion: _________________________

    


    Signature___________________________________________________________________

     

    [Name]

     

    Address:__________________________________________________________________

     

    _______________________________________________________________________

     

    
      
        
        

      

      
        xiv

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      II

     

    FORM
      OF EXERCISE NOTICE

     

    EXERCISE
      FORM

     

    DUSKA
      THERAPEUTICS, INC.

     

    The
      undersigned _______________, pursuant to the provisions of the within Warrant,
      hereby elects to purchase _____ shares of Common Stock of Duska Therapeutics,
      Inc. covered by the within Warrant.

     

    
      
        
          
            	Dated: ________________	 	Signature	 	___________________________	 
	 	 	Address 	 	_____________________	 
	 	 	 	 	                                     	 


          

        

      

       

    

    Number
      of
      shares of Common Stock beneficially owned or deemed beneficially owned by the
      Holder on the date of Exercise: _________________________

    


    


    ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED, _________________ hereby sells, assigns and transfers unto
      __________________ the within Warrant and all rights evidenced thereby and
      does
      irrevocably constitute and appoint _____________, attorney, to transfer the
      said
      Warrant on the books of the within named corporation.

    
      
        
          	Dated:_________________	 	Signature	 	___________________________	 
	 	 	Address 	 	_____________________	 
	 	 	 	 	                                     	 


        

      

    

    


    PARTIAL
      ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED, _________________ hereby sells, assigns and transfers unto
      __________________ the right to purchase _________ shares of Warrant Stock
      evidenced by the within Warrant together with all rights therein, and does
      irrevocably constitute and appoint ___________________, attorney, to transfer
      that part of the said Warrant on the books of the within named
      corporation.

    
      
        
          
            	Dated: ________________	 	Signature	 	___________________________	 
	 	 	Address 	 	_____________________	 
	 	 	 	 	                                     	 


          

        

      

    

     

    FOR
      USE
      BY THE ISSUER ONLY:

    


    This
      Warrant No. W-_____ canceled (or transferred or exchanged) this _____ day of
      ___________, _____, shares of Common Stock issued therefor in the name of
      _______________, Warrant No. W-_____ issued for ____ shares of Common Stock
      in
      the name of _______________.

    

      
        
          
          

        

        
          xv

          
            

          

        

        
          
          

        

      



    EXHIBIT
      III

     

    FORM
      OF NOTICE OF EFFECTIVENESS

    OF
      REGISTRATION STATEMENT

     

    [Name
      and
      address of Transfer Agent]

    Attn:
      _____________

    


    Re: Duska
      Therapeutics, Inc. 

     

    Ladies
      and Gentlemen:

     

    We
      are
      counsel to Duska Therapeutics, Inc., a Nevada corporation (the “Company”),
      and
      have represented the Company in connection with that certain Note and Warrant
      Purchase Agreement (the “Purchase
      Agreement”),
      dated
      as of September __, 2007, by and among the Company and the purchasers named
      therein (collectively, the “Purchasers”)
      pursuant to which the Company issued to the Purchasers senior secured
      convertible promissory notes (the “Notes”)
      and
      warrants (the “Warrants”)
      to
      purchase shares of the Company’s common stock, par value $0.001 per share (the
“Common
      Stock”).
      Pursuant to the Purchase Agreement, the Company has also entered into a
      Registration Rights Agreement with the Purchasers (the “Registration
      Rights Agreement”),
      dated
      as of September __, 2007, pursuant to which the Company agreed, among other
      things, to register the Registrable Securities (as defined in the Registration
      Rights Agreement), including the shares of Common Stock issuable upon conversion
      of the Notes and exercise of the Warrants, under the Securities Act of 1933,
      as
      amended (the “1933
      Act”).
      In
      connection with the Company’s obligations under the Registration Rights
      Agreement, on ________________, 2007, the Company filed a Registration Statement
      on Form SB-2 (File No. 333-________) (the “Registration
      Statement”)
      with
      the Securities and Exchange Commission (the “SEC”)
      relating to the resale of the Registrable Securities which names each of the
      present Purchasers as a selling stockholder thereunder.

     

    In
      connection with the foregoing, we advise you that a member of the SEC’s staff
      has advised us by telephone that the SEC has entered an order declaring the
      Registration Statement effective under the 1933 Act at [ENTER
      TIME OF EFFECTIVENESS]
      on
[ENTER
      DATE OF EFFECTIVENESS]
      and we
      have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that
      any stop order suspending its effectiveness has been issued or that any
      proceedings for that purpose are pending before, or threatened by, the SEC
      and
      accordingly, the Registrable Securities are available for resale under the
      1933
      Act pursuant to the Registration Statement.

     

    Very
      truly yours,

     

    [COMPANY
      COUNSEL]

     

    By:                                                                                       

     

    cc: [LIST
      NAMES OF PURCHASERS]

     

    
      
        
        

      

      
        xvi

        
          

        

      

      
        
        

      

    


    Schedules

    


    2.1(g)
      Direct and Indirect Subsidiaries

    Duska
      Scientific Co.

    


    2.1(b)
      Further consent or authorization of the Company, its Board of Directors or
      stockholders

    None

    


    Schedule
      2.1(c) Authorized, Issued and Outstanding Capital Stock, Options, Warrants,
      and
      other 

    Securities;
      Registration Rights

    [see
      cap
      table and your schedule on reg rights]

    


    2.1
      (h)
      Material Adverse Changes

    None

    


    2.1(i)
      Undisclosed Liabilities

    None

    


    2.1(j)
      Undisclosed Events or Circumstances

    None

    


    2.1(k)
      Indebtedness

    $250,000
      Convertible notes issued in September, 2006, which will be converted to common
      stock and warrants upon completion of this financing.

    


    2.1
      (l)
      Title to Assets Clouded

    None

    


    2.1
      (m)
      Claims or Actions Pending

    A
      claim
      has been asserted by Troy & Gould, P.C. for collection action of their
      outstanding accounts payable.

    


    2.1
      (o)
      Returns under Examination

    None

    


    2.1(p)
      Fees in connection with Transaction

    


    
      	
              Placement
                agent fee

            	
              $575,000
                and 10% warrant coverage as set forth in the Purchase
                Agreement

            
	
              Placement
                agent retainer and expenses

            	
              $35,000

            
	
              Legal
                fees for Duska Therapeutics

            	
              $47,500

            
	
              Due
                diligence fees for Roswell Capital

            	
              $5,000

            
	
              Legal
                fees for Platinum Partners

            	
              $40,000

            


    

    


    2.1
      (r )
      Patents not owned

    None

     

    
      
        
        

      

      
        xvii

        
          

        

      

      
        
        

      

    

     

    2.1
      (u)
      Material Agreements

    None

    


    2.1
      (v)
      Transactions with Affiliates

    See
      schedule attached

    


    2.1
      (x)
      Collective Bargaining Agreements, Employment agreements

    None

    


    2.1
      (y)
      Subsequent Events

    None

     

    
      
        
        

      

      
        xviii