Common use of Agreement to Act as Placement Agent; Delivery and Payment Clause in Contracts

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby engages the Placement Agent, as the exclusive agent of the Company, to, on a commercially reasonable best efforts basis, solicit offers to purchase Units from the Company on the terms and subject to the conditions set forth in the Subscription Agreements and Prospectus (as defined below). The Placement Agent shall use commercially reasonable best efforts to assist the Company in obtaining performance by each Investor whose offer to purchase the Units was solicited by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent or any of its affiliates be obligated to underwrite or purchase any of the Units for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company's agent and not as principal. The Placement Agent shall not have any authority to bind the Company with respect to any prospective offer to purchase Units and the Company shall have the sole right to accept offers to purchase Units and may reject any such offer, in whole or in part. The Placement Agent has the right, after discussion with the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation for services rendered by the Placement Agent hereunder, on the Closing Date (as defined below), the Placement Agent shall receive from the Company, in the manner provided in Section 6(f), an aggregate amount equal to five percent (5.0%) of the gross proceeds received by the Company from the sale of the Units on such Closing Date (the "Agency Fee"). The Placement Agent agrees that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agent shall be entitled to receive in connection with the Offering contemplated hereby. (c) The Units are being sold to the Investors at a price of $1.73 per unit (the "Purchase Price") as set forth on the cover page of the Prospectus (as defined below). The purchases of Units by the Investors shall be evidenced by the execution of the Subscription Agreements by each of the parties thereto in the form attached hereto as Exhibit A. (d) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase shares of the Common Stock or any securities convertible into Common Stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agent in accordance herewith. (e) No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Units shall have been delivered to the Investor purchasing such Units against payment therefor by such Investor. If the Company shall default in its obligations to deliver Units to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of the default by the Company in accordance with the procedures set forth in Section 6(c) hereof. (f) Payment of the purchase price for, and delivery of the Units shall be made at a closing (the "Closing") at the offices of Bracewell & ▇▇▇▇▇▇▇▇ LLP, counsel for the Placement Agent, located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, at 11:00 a.m., New York City time, on November 16, 2009 or at such other time and date as the Placement Agent and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (such date of payment and delivery being herein referred to as the "Closing Date"). Unless otherwise specified in the applicable Subscription Agreement, the Units will be settled (i) through the facilities of The Depository Trust Company's DWAC system or (ii) The Depository Trust Company's delivery versus payment (DVP) settlement service. Payment of the purchase price for the Units shall be made in the manner set forth in the applicable Subscription Agreement by Federal Funds wire transfer, against delivery of the Units to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agent may request at least one business day before the Closing Date. Payment of the purchase price for the Units to be purchased by Investors shall be made pursuant to instructions contained in the Subscription Agreement. Prior to the Closing, each such Investor shall deposit with (i) the Company or (ii) the applicable Placement Agent, pursuant to the Subscription Agreement, an amount (the "Purchase Amount") equal to the product of (x) the number of Units such Investor has agreed to purchase and (y) the Purchase Price. The aggregate of all such Purchase Amounts is herein referred to as the "Purchase Funds." Subject to the terms and conditions hereof and of the Subscription Agreements, the Placement Agent shall, on the Closing Date, deliver to the Company, by Federal Funds wire transfer, the Purchase Funds so held by the Placement Agent, reduced by an amount equal to the sum of the aggregate Agency Fee payable to the Placement Agent and the Placement Agent's bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. At least one day prior to the Closing Date, the Placement Agent shall submit to the Company its bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. As soon as reasonably practicable after the Closing Date, the Placement Agent shall submit to the Company its expense reimbursement invoice and the Company or the Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty days after receipt of such invoice. The Company shall remit to the Placement Agent any remaining Agency Fees or any Placement Agent's expenses for which the Placement Agent is entitled to reimbursement.

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions set forth in of this Agreement: (a) The Company hereby engages the Placement AgentAgent to act as its exclusive placement agent in connection with the issuance and sale of the Shares and the Placement Agent hereby agrees, as the exclusive an agent of the Company, to, on a commercially reasonable to use its best efforts basis, to solicit offers to purchase Units from the Company on Shares upon the terms and subject to the conditions set forth in the Subscription Agreements and Prospectus (as defined below). The Placement Agent shall use commercially reasonable best efforts to assist . (b) Upon the Closing Date (as defined below), the Company in obtaining performance by each Investor whose offer shall pay to purchase the Units was solicited by the Placement Agent and accepted an aggregate of five percent of the gross proceeds received by the Company, but Company from its sale of the Placement Agent Shares. This Agreement shall not, except as otherwise provided in this Agreement, have any liability not give rise to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will a commitment by the Placement Agent or any of its affiliates be obligated to underwrite or purchase any of the Units for its own account Shares or otherwise provide any financing. The , and the Placement Agent shall act solely as the Company's agent and not as principal. The Placement Agent shall not have any no authority to bind the Company with in respect of the sale of any Shares. The sale of the Shares shall be made pursuant to any prospective offer to purchase Units and subscription agreements in the form included as Exhibit A hereto (the “Subscription Agreements”). The Company shall have the sole right to accept offers to purchase Units the Shares and may reject any such offer, offer in whole or in part. The Placement Agent has Notwithstanding the rightforegoing, after discussion with the Company, to reject any offer to purchase Units received by it, in whole or in part, it is understood and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation for services rendered by the Placement Agent hereunder, on the Closing Date (as defined below), the Placement Agent shall receive from the Company, in the manner provided in Section 6(f), an aggregate amount equal to five percent (5.0%) of the gross proceeds received by the Company from the sale of the Units on such Closing Date (the "Agency Fee"). The Placement Agent agrees that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation agreed that the Placement Agent shall be entitled or any of its affiliates may, solely at their discretion and without any obligation to receive in connection with the Offering contemplated herebydo so, purchase Shares as principals. (c) Concurrently with the execution and delivery of this Agreement, the Placement Agent and Citibank, as escrow agent (the “Escrow Agent”), shall enter into an escrow agreement (the “Escrow Agreement”), pursuant to which an escrow account (the “Escrow Account”) will be established for the benefit of the Company and the Investors who desire to settle their purchase through the facilities of The Units are being sold Depository Trust Company’s DWAC system. Prior to the Investors at a Closing, each such Investor shall deposit into the Escrow Account an amount equal to the product of (x) the number of Shares such Investor has agreed to purchase and (y) the purchase price of $1.73 per unit (the "Purchase Price") share as set forth on the cover page of the Prospectus (as defined below). The purchases of Units by the Investors shall be evidenced by the execution of the Subscription Agreements by each of the parties thereto in the form attached hereto as Exhibit A. (d) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase shares of the Common Stock or any securities convertible into Common Stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agent in accordance herewith. (e) No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Units shall have been delivered to the Investor purchasing such Units against payment therefor by such Investor. If the Company shall default in its obligations to deliver Units to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of the default by the Company in accordance with the procedures set forth in Section 6(c) hereof. (f) Payment of the purchase price for, and delivery of the Units shall be made at a closing (the "Closing") at the offices of Bracewell & ▇▇▇▇▇▇▇▇ LLP, counsel for the Placement Agent, located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, at 11:00 a.m., New York City time, on November 16, 2009 or at such other time and date as the Placement Agent and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (such date of payment and delivery being herein referred to as the "Closing Date"). Unless otherwise specified in the applicable Subscription Agreement, the Units will be settled (i) through the facilities of The Depository Trust Company's DWAC system or (ii) The Depository Trust Company's delivery versus payment (DVP) settlement service. Payment of the purchase price for the Units shall be made in the manner set forth in the applicable Subscription Agreement by Federal Funds wire transfer, against delivery of the Units to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agent may request at least one business day before the Closing Date. Payment of the purchase price for the Units to be purchased by Investors shall be made pursuant to instructions contained in the Subscription Agreement. Prior to the Closing, each such Investor shall deposit with (i) the Company or (ii) the applicable Placement Agent, pursuant to the Subscription Agreement, an amount (the "“Purchase Amount") equal to the product of (x) the number of Units such Investor has agreed to purchase and (y) the Purchase Price”). The aggregate of all such Purchase Amounts is herein referred to as the "Purchase “Escrow Funds." Subject ”. On the date of the closing of the transactions contemplated by this Placement Agency Agreement (the “Closing Date”), the Escrow Agent will disburse the Escrow Funds to the terms Company and conditions hereof the Placement Agent as provided in the Escrow Agreement and of the Company shall cause its transfer agent to deliver the Shares purchased by such Investors. (d) Prior to forwarding a Subscription AgreementsAgreement to the Company for acceptance, the Placement Agent shallshall use its reasonable efforts to determine that the subscriber for Shares has a legitimate source of funds, on that there is no reason to suspect such subscriber of money laundering activities, and that in forwarding the Closing Date, deliver to the Company, by Federal Funds wire transfer, the Purchase Funds so held by the Placement Agent, reduced by an amount equal to the sum of the aggregate Agency Fee payable to the Placement Agent and the Placement Agent's bona fide estimate of the amount, if any, of expenses for which Subscription Agreement the Placement Agent is entitled compliant with the program described in Section 3(c). (e) Any Investor not settling its purchase of Shares pursuant to reimbursement pursuant heretoSection 1(c) above shall deposit its respective Purchase Amount into an account or accounts established with the Placement Agent. At least one day prior to On the Closing Date, the Placement Agent shall submit shall, with respect to each such Investor, cause the Purchase Amount for such Shares to be wired from such accounts to an account designated by the Company its bona fide estimate in exchange for the release of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. As soon such Investor’s Shares. (f) The Shares shall be registered in such names and in such denominations as reasonably practicable after the Closing Date, the Placement Agent shall submit request by written notice to the Company its expense reimbursement invoice and the Company or the Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty days after receipt of such invoice. The Company shall remit to the Placement Agent any remaining Agency Fees or any Placement Agent's expenses for which the Placement Agent is entitled to reimbursementCompany.

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby engages the Placement Agent, as the exclusive agent of the Company, to, on a commercially reasonable best efforts basis, solicit offers to purchase Units Securities from the Company on the terms and subject to the conditions set forth in the Subscription Agreements Stock Purchase Agreement and Prospectus (as defined below). The Placement Agent shall use commercially reasonable best efforts to assist the Company in obtaining performance by each Investor whose offer to purchase the Units Securities was solicited by the such Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. In connection with its reasonable best efforts to solicit offers to purchase the Securities, the Placement Agent shall only communicate information regarding the Company to potential purchasers of the Securities that is consistent with the information contained in the Prospectus. Under no circumstances will the Placement Agent or any of its affiliates be obligated to underwrite or purchase any of the Units Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company's ’s agent and not as principal. The Placement Agent shall not have any has no authority to bind the Company with respect to any prospective offer to purchase Units Securities, and the Company shall have the sole right to accept offers to purchase Units Securities and may reject any such offer, in whole or in part. The Placement Agent has the right, after discussion with the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation for services rendered by the Placement Agent hereunder, on the Closing Date (as defined below), the Company shall pay or cause to be paid to the Placement Agent shall receive from by wire transfer of immediately available funds to an account or accounts designated by the Company, in the manner provided in Section 6(f)Placement Agent, an aggregate amount equal to five percent (5.0%) 7.0% of the gross proceeds received by the Company from the sale of the Units on such Closing Date Securities to Investors (the "“Agency Fee"Fees”). Such amount may be deducted from the payment made by the Investor(s) to the Company and paid directly to the Placement Agent on the Closing Date. In addition, for the consideration of $100 at the Closing Date, the Company will sell to the Placement Agent, a warrant to purchase shares of the Common Stock in an amount equal to (i) 5.0% of the Common Shares and the Public Conversion Shares plus (ii) 5.0% of the Private Conversion Shares (the “Agent Warrants”). The Placement Agent agrees that Warrants will be in the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agent shall be entitled to receive in connection with the Offering contemplated hereby.form attached hereto as Exhibit C. (ci) The Units Common Shares are being sold to the Investors at a price of $1.73 1.00 per unit (the "Purchase Price") share as set forth on the cover page of in the Prospectus (as defined below); (ii) the Public Preferred Shares are being sold to the Investors at a price of $1,000 per share as set forth in the Prospectus (defined below); and (iii) the Private Preferred Shares and Warrants are being sold together to the Investors at a price of $1,000 per share of the Private Preferred Shares (together, the “Purchase Price”). The purchases of Units Securities by the Investors shall be evidenced by the execution of the Subscription Agreements Stock Purchase Agreement by each of the parties thereto in the form attached hereto as Exhibit A. (d) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase shares of the Common Stock or any securities convertible into Common Stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereofhereof or are granted in the ordinary course to directors, officers or employees of the Company under the Company’s equity incentive plans) or Preferred Stock otherwise than through the Placement Agent in accordance herewithherewith or any other agreements with the Placement Agent. (e) No Units Securities which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements Stock Purchase Agreement shall be deemed to have been purchased and paid for, or sold by the Company, until such Units Securities shall have been delivered to the Investor purchasing such Units Securities against payment therefor by such Investor. If the Company shall default in its obligations to deliver Units Securities to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of the default by the Company in accordance with the procedures set forth in Section 6(c) hereof. (f) Payment of the purchase price for, and delivery of the Units Securities shall be made at a closing (the "“Closing"”) at the offices of Bracewell & ▇▇▇▇▇▇▇▇ LLPlocation, counsel for the Placement Agent, located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, at 11:00 a.m., New York City time, on November 16, 2009 or at such other time and date as the Placement Agent and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (such date of payment and delivery being herein referred to as the "“Closing Date"”). Unless otherwise specified in the applicable Subscription Stock Purchase Agreement, the Units Securities will be settled (i) through the facilities of The Depository Trust Company's ’s DWAC system or (ii) The Depository Trust Company's delivery versus system. Subject to the terms hereof, payment (DVP) settlement service. Payment of the purchase price for the Units Securities shall be made to the Company in the manner set forth in the applicable Subscription Agreement below by Federal Funds wire transfer, against delivery of the Units Securities to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agent may request at least one business day before the Closing Date. Payment of the purchase price for the Units Securities to be purchased by Investors shall be made pursuant to instructions contained in the Subscription Agreement. Prior by such Investors directly to the Closing, each such Investor shall deposit with (i) the Company or (ii) the applicable Placement Agent, pursuant to the Subscription Agreement, an amount (the "Purchase Amount") equal to the product of (x) the number of Units such Investor has agreed to purchase and (y) the Purchase PriceCompany. The aggregate of all such Purchase Amounts is herein referred to as the "Purchase Funds." Subject to the terms and conditions hereof and of the Subscription Agreements, the Placement Agent shallhereof, on the Closing Date, deliver the Company shall pay to the Company, by Federal Funds wire transfer, the Purchase Funds so held by the Placement Agent, reduced by an amount equal to the sum of the aggregate Agency Fee payable to the Placement Agent and the Placement Agent's bona fide estimate of the amount, if any, amount of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. At least one day prior to the Closing Date, the Placement Agent shall submit to the Company its bona fide estimate of the amount, if any, amount of expenses for which the Placement Agent it is entitled to reimbursement pursuant hereto. As soon as reasonably practicable after the Closing Date, the Placement Agent shall submit to the Company its expense reimbursement invoice and the Company or the Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty 10 days after of receipt of such invoice. The Company shall remit to the Placement Agent any remaining Agency Fees or any Placement Agent's expenses for which the Placement Agent is entitled to reimbursementinvoices.

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby engages the Placement Agent, as the exclusive agent of the Company, to, on a commercially reasonable best efforts basis, solicit offers to purchase Units Shares from the Company on the terms and subject to the conditions set forth in the Subscription Agreements Agreement and Prospectus (as defined below)Prospectus. The Placement Agent shall use commercially reasonable best efforts to assist the Company in obtaining performance by each Investor whose offer to of the purchase the Units was solicited by the Placement Agent and accepted by the CompanyShares, but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent or any of its affiliates be obligated to underwrite or purchase any of the Units Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company's ’s agent and not as principal. The Placement Agent shall not have any authority to bind the Company with respect to any prospective offer to purchase Units Shares and the Company shall have the sole right to accept offers to purchase Units Shares and may reject any such offer, in whole or in part. The Placement Agent has shall have the right, after discussion in its discretion reasonably exercised, with consent of the Company, Company to reject any offer to purchase Units the Shares received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation for services rendered by the Placement Agent hereunder, on the Closing Date (as defined below), the Company shall pay or cause to be paid to the Placement Agent shall receive from the Company, in the manner provided in Section 6(f), by wire transfer of immediately available funds to an aggregate amount equal to five percent (5.0%) of the gross proceeds received account or accounts designated by the Placement Agent, the cash compensation and the issuance of certain warrants (collectively, the “Compensation”) agreed upon by and between the Company from and the Placement Agent specifically relating to the Placement Agent’s offer and sale of the Units Shares pursuant to that certain Engagement Letter dated January 15, 2010 and as amended on such Closing Date May 20, 2010 (the "Agency Fee"“Engagement Letter”). The Placement Agent agrees that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agent shall be entitled to receive in connection with the Offering contemplated hereby. (c) The Units Shares are being sold to the Investors at a price of $1.73 1.20 per unit share (the "“Purchase Price"”) as set forth on the cover page of the Prospectus (as defined below)Prospectus. The purchases of Units Shares by the Investors shall be evidenced by the execution of the Subscription Agreements Agreement by each of the parties thereto in the form attached hereto as Exhibit A. (d) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase shares Shares of the Common Stock or any securities convertible into Common Stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) Company otherwise than through the Placement Agent in accordance herewith. (e) No Units Shares which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements Agreement shall be deemed to have been purchased and paid for, or sold by the Company, until such Units Shares shall have been delivered to the Investor purchasing such Units Shares against payment therefor by such Investor. If the Company shall default in its obligations to deliver Units Shares to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of the default by the Company in accordance with the procedures set forth in Section 6(c) hereof. (f) Payment of the purchase price for, and delivery of the Units Shares shall be made at a closing (the "“Closing"”) at the offices of Bracewell Manatt, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇, LLP, counsel for to the Placement AgentCompany, located at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, at 11:00 10:00 a.m., New York City local time, on November 16, 2009 the third business day after the Escrow Release Date (as defined below) or at such other time and date as the Placement Agent and the Company shall mutually determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (such date of payment and delivery being herein referred to as the "“Closing Date"”). Escrow Release Date shall mean for purposes of this Agreement, the earlier of (i) when the Company has received total subscriptions in the Offering for at least 87,500,000 of the offered shares, representing $105,000,000 in gross proceeds to the Company, or (ii) the closing of the transaction with Woori Finance Holdings, Ltd., (“Woori”) pursuant to that certain Securities Purchase Agreement by and between the Company and Woori dated May 25, 2010 (the “Woori SPA”). Unless otherwise specified in the applicable Subscription Agreement, the Units Shares will be settled (i) through the facilities of The Depository Trust Company's ’s DWAC system or (ii) The Depository Trust Company's delivery versus system. Subject to the terms hereof, payment (DVP) settlement service. Payment of the purchase price for the Units Shares shall be made to the Company in the manner set forth in the applicable Subscription Agreement below by Federal Funds wire transfertransfer to an account designated by the Company, against delivery of the Units Shares to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agent Investors may request at least one two business day before the Closing Date. Payment of the purchase price for the Units Shares to be purchased by Investors shall be made pursuant to instructions contained in the Subscription Agreement. Prior by such Investors directly to the Closing, each such Investor shall deposit with (i) the Company or (ii) the applicable Placement Agent, pursuant to the Subscription Agreement, an amount (the "Purchase Amount") equal to the product of (x) the number of Units such Investor has agreed to purchase and (y) the Purchase PriceCompany. The aggregate of all such Purchase Amounts is herein referred to as the "Purchase Funds." Subject to the terms and conditions hereof and of the Subscription Agreements, the Placement Agent shallhereof, on the Closing Date, deliver to the Company, by Federal Funds wire transfer, the Purchase Funds so held by the Placement Agent, reduced by an amount equal to the sum of the aggregate Agency Fee payable Company shall pay to the Placement Agent the cash portion of the Compensation, issue the warrants that are a part of the Compensation and reimburse the Placement Agent's bona fide estimate of Agent for the amount, if any, amount of expenses for which the such Placement Agent is entitled to reimbursement pursuant heretoreimbursement, all in accordance with the Engagement Letter. At least one day two business days prior to the Closing Date, the Placement Agent shall submit to the Company its bona fide estimate of the amount, if any, amount of expenses for which the Placement Agent is entitled to reimbursement pursuant heretoto the Engagement Letter. As soon as reasonably practicable after the Closing Date, the Placement Agent shall submit to the Company its expense reimbursement invoice and the Company or the Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty days after of receipt of such invoice. The Company shall remit to the Placement Agent any remaining Agency Fees or any Placement Agent's expenses for which the Placement Agent is entitled to reimbursementinvoices.

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions set forth in of this Agreement: (a) The Company hereby engages the Placement Agent, Agent agrees to act as the Company’s exclusive placement agent to solicit offers for the purchase of all or part of the Company, toUnits from the Company in connection with the proposed issuance and sale, on a commercially reasonable best efforts basis, solicit offers to purchase Units from by the Company on of the terms and subject Units to the conditions set forth in Investors (the Subscription Agreements and Prospectus “Offering”). Upon the occurrence of the Closing (as defined belowhereinafter defined). The , the Company shall pay to the Placement Agent shall use commercially reasonable best efforts by wire transfer of immediately available funds to assist the Company in obtaining performance by each Investor whose offer to purchase the Units was solicited an account or accounts designated by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent or any of its affiliates be obligated to underwrite or purchase any of the Units for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company's agent and not as principal. The Placement Agent shall not have any authority to bind the Company with respect to any prospective offer to purchase Units and the Company shall have the sole right to accept offers to purchase Units and may reject any such offer, in whole or in part. The Placement Agent has the right, after discussion with the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation for services rendered by the Placement Agent hereunder, on the Closing Date (as defined below), the Placement Agent shall receive from the Company, in the manner provided in Section 6(f), an aggregate amount equal to five seven percent (5.07.0%) of the gross proceeds received by the Company from the sale of the Units on such Closing Date (as hereinafter defined). In addition, the "Agency Fee")Company shall issue and sell to the Placement Agent and/or its designees, in addition to the amount set forth above, warrants (the “Placement Agent’s Warrants”) to purchase 488,416 shares of Common Stock for a purchase price of $0.01 per warrant. The Placement Agent’s Warrants will entitle the holder thereof for a five-year period commencing on the first day after the six-month anniversary of the Closing Date to purchase 488,416 shares of AR - CombiMatrix Common Stock at an exercise price equal to $1.0875 per share. The Placement Agent’s Warrants shall be in the form attached hereto as Exhibit C. The Company acknowledges and agrees that the Placement Agent’s engagement hereunder is not an agreement by the Placement Agent or any of its affiliates to underwrite or purchase any securities or otherwise provide any financing. Under no circumstances will the Placement Agent be obligated to purchase any Units for its own account and, in soliciting purchases of Units, the Placement Agent shall act solely as the Company’s agent and not as principal. Notwithstanding the foregoing, it is understood and agreed that the Placement Agent (or its affiliates) may, solely at its discretion and without any obligation to do so, purchase Units as principal. The Placement Agent agrees that shall have no authority to bind the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all Company. (b) Payment of the compensation that purchase price for, and delivery of, the Placement Agent Units shall be entitled made at a closing (the “Closing”) at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, counsel for the Company, located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ at 7:00 a.m., local time, on the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the public offering price of the Units (such time and date of payment and delivery being herein called the “Closing Date”). All such actions taken at the Closing shall be deemed to receive in connection with the Offering contemplated herebyhave occurred simultaneously. (c) The Units are being sold Prior to the Closing, the Placement Agent shall cause each Investor to wire directly to an escrow account designated by the Placement Agent an amount equal to the aggregate purchase price for the number of Units such Investor has agreed to purchase. (d) On the Closing Date, the Placement Agent shall cause the aggregate purchase price for the Units to be wired from the Investors at a price or the escrow account referred to in Section 1(c) above to an account designated by the Company and the Company shall deliver, or cause the transfer agent for the Units to deliver, to each Investor the number of $1.73 per unit (the "Purchase Price") as Units set forth on the cover signature page of to such Investor’s Subscription Agreement, which delivery shall be made, with respect to an Investor, in accordance with the Prospectus procedures set forth in such Investor’s executed Subscription Agreement. (as defined below). e) The purchases of the Units by each of the Investors shall be evidenced by the execution of the a Subscription Agreements by each of the parties thereto Agreement substantially in the form attached hereto as Exhibit A.A (df) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase shares of the its AR-CombiMatrix Common Stock or any other equity or equity-linked securities convertible into Common Stock of the Company (other than pursuant to the exercise of options or warrants to purchase shares of AR-CombiMatrix Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agent in accordance herewithAgent. (e) No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Units shall have been delivered to the Investor purchasing such Units against payment therefor by such Investor. If the Company shall default in its obligations to deliver Units to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of the default by the Company in accordance with the procedures set forth in Section 6(c) hereof. (f) Payment of the purchase price for, and delivery of the Units shall be made at a closing (the "Closing") at the offices of Bracewell & ▇▇▇▇▇▇▇▇ LLP, counsel for the Placement Agent, located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, at 11:00 a.m., New York City time, on November 16, 2009 or at such other time and date as the Placement Agent and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (such date of payment and delivery being herein referred to as the "Closing Date"). Unless otherwise specified in the applicable Subscription Agreement, the Units will be settled (i) through the facilities of The Depository Trust Company's DWAC system or (ii) The Depository Trust Company's delivery versus payment (DVP) settlement service. Payment of the purchase price for the Units shall be made in the manner set forth in the applicable Subscription Agreement by Federal Funds wire transfer, against delivery of the Units to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agent may request at least one business day before the Closing Date. Payment of the purchase price for the Units to be purchased by Investors shall be made pursuant to instructions contained in the Subscription Agreement. Prior to the Closing, each such Investor shall deposit with (i) the Company or (ii) the applicable Placement Agent, pursuant to the Subscription Agreement, an amount (the "Purchase Amount") equal to the product of (x) the number of Units such Investor has agreed to purchase and (y) the Purchase Price. The aggregate of all such Purchase Amounts is herein referred to as the "Purchase Funds." Subject to the terms and conditions hereof and of the Subscription Agreements, the Placement Agent shall, on the Closing Date, deliver to the Company, by Federal Funds wire transfer, the Purchase Funds so held by the Placement Agent, reduced by an amount equal to the sum of the aggregate Agency Fee payable to the Placement Agent and the Placement Agent's bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. At least one day prior to the Closing Date, the Placement Agent shall submit to the Company its bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. As soon as reasonably practicable after the Closing Date, the Placement Agent shall submit to the Company its expense reimbursement invoice and the Company or the Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty days after receipt of such invoice. The Company shall remit to the Placement Agent any remaining Agency Fees or any Placement Agent's expenses for which the Placement Agent is entitled to reimbursement.

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and but subject to the terms and conditions herein set forth in this Agreement: (a) The Company hereby engages forth, the Placement Agent, Agent agrees to act as the Company’s exclusive placement agent of to assist the Company, to, on a commercially reasonable best efforts basis, solicit offers in connection with the proposed issuance and sale by the Company of the Securities to the Investors. The Company expressly acknowledges and agrees that this Agreement does not in any way constitute a commitment by the Placement Agent to purchase Units from any of the Securities and does not ensure successful placement of the Securities or any portion thereof. The Company on shall pay to the terms and subject to Placement Agent concurrently with the Closing (as defined below) 6.0% of the gross purchase price of the Securities, excluding any consideration that may be paid in the future upon exercise of the Warrants (the “Placement Fee”). Upon satisfaction of the conditions set forth in Section 5 hereof, the Subscription Agreements and Prospectus (as defined below). The Placement Agent shall use commercially reasonable best efforts to assist the Company in obtaining performance by each Investor whose offer to purchase the Units was solicited by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent or any of its affiliates be obligated to underwrite or purchase any closing of the Units for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company's agent sale and not as principal. The Placement Agent shall not have any authority to bind the Company with respect to any prospective offer to purchase Units and the Company shall have the sole right to accept offers to purchase Units and may reject any such offer, in whole or in part. The Placement Agent has the right, after discussion with the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation for services rendered by the Placement Agent hereunder, on the Closing Date (as defined below), the Placement Agent shall receive from the Company, in the manner provided in Section 6(f), an aggregate amount equal to five percent (5.0%) issuance of the gross proceeds received by the Company from the sale of the Units on such Closing Date Securities (the "Agency Fee"). The Placement Agent agrees that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agent “Closing”) shall be entitled to receive in connection with the Offering contemplated hereby. (c) The Units are being sold to the Investors at a price of $1.73 per unit (the "Purchase Price") as set forth on the cover page of the Prospectus (as defined below). The purchases of Units by the Investors shall be evidenced by the execution of the Subscription Agreements by each of the parties thereto in the form attached hereto as Exhibit A. (d) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase shares of the Common Stock or any securities convertible into Common Stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agent in accordance herewith. (e) No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Units shall have been delivered to the Investor purchasing such Units against payment therefor by such Investor. If the Company shall default in its obligations to deliver Units to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of the default by the Company in accordance with the procedures set forth in Section 6(c) hereof. (f) Payment of the purchase price for, and delivery of the Units shall be made at a closing (the "Closing") occur at the offices of Bracewell & ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP& ▇▇▇▇▇▇, counsel for the Placement Agent, located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, or at such other place as may be agreed upon between the Placement Agent and the Company (the “Place of Closing”), at 10:00 a.m., Eastern Standard Time, on December 6, 2006, or at such other time and date as the Placement Agent and the Company may agree, such time and date of payment and delivery being herein called the “Closing Date.” Concurrently with the execution and delivery of this Agreement, the Company, the Placement Agent and ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, ▇▇▇▇▇▇▇as escrow agent (the “Escrow Agent”), ▇▇▇▇▇shall enter into an escrow agreement (the “Escrow Agreement”), at 11:00 a.m., New York City time, on November 16, 2009 or at such other time and date as pursuant to which an escrow account (the Placement Agent “Escrow Account”) will be established for the benefit of the Company and the Company determine pursuant Investors to Rule 15c6-1(a) under settle each purchase of the Securities Exchange Act of 1934Securities, as amended (with the "Exchange Act") (such date of payment and delivery Shares being herein referred to as the "Closing Date"). Unless otherwise specified in the applicable Subscription Agreement, the Units will be settled (i) through the facilities of The Depository Trust Company's ’s DWAC system or (ii) The Depository Trust Company's delivery versus payment (DVP) settlement service. Payment of and the purchase price for the Units shall be made Warrants being issued in the manner set forth in the applicable Subscription Agreement by Federal Funds wire transfer, against delivery of the Units to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agent may request at least one business day before the Closing Date. Payment of the purchase price for the Units to be purchased by Investors shall be made pursuant to instructions contained in the Subscription Agreementcertificated form. Prior to the ClosingClosing Date, each such Investor shall deposit with (i) into the Company or (ii) the applicable Placement Agent, pursuant to the Subscription Agreement, Escrow Account an amount (the "Purchase Amount") equal to the product of (x) the number of Units Securities such Investor has agreed to purchase and (y) the purchase price per share as set forth on the cover page of the Prospectus (the “Purchase PriceAmount”). The aggregate of all such Purchase Amounts is herein referred to as the "Purchase “Escrow Funds." Subject ” On the Closing Date, upon satisfaction or waiver of all the conditions to Closing, the Escrow Agent will disburse the Escrow Funds from the Escrow Account to the Company and the Placement Agent as provided in the Escrow Agreement, and the Company shall cause the Securities to be delivered to the Investors, which, with respect to the Shares, shall be made through the facilities of The Depository Trust Company’s DWAC system. The Company acknowledges and agrees that the Placement Agent shall act as an independent contractor, and not as a fiduciary, and any duties of the Placement Agent with respect to investment banking services to the Company, including the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering), shall be contractual in nature, as expressly set forth herein, and shall be owed solely to the Company. Each party disclaims any intention to impose any fiduciary or similar duty on the other. Additionally, the Placement Agent has not advised, nor is advising, the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the transactions contemplated hereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Placement Agent shall have no responsibility or liability to the Company with respect thereto. Any review by the Placement Agent of the Company, the transactions contemplated hereby or other matters relating to such transactions has been and will be performed solely for the benefit of the Placement Agent and has not been and shall not be on behalf of the Company or any other person. It is understood that the Placement Agent has not and will not be rendering an opinion to the Company as to the fairness of the terms of the offering. Notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Placement Agent may have financial interests in the success of the offering contemplated hereby that are not limited to the Placement Fee. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Placement Agent with respect to any breach or alleged breach of fiduciary duty. It is understood that the Company proposes to offer the Securities to the Investors upon the terms and conditions hereof and of set forth in the Subscription Agreements, the Placement Agent shall, on the Closing Date, deliver to the Company, by Federal Funds wire transfer, the Purchase Funds so held by the Placement Agent, reduced by an amount equal to the sum of the aggregate Agency Fee payable to the Placement Agent and the Placement Agent's bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. At least one day prior to the Closing Date, the Placement Agent shall submit to the Company its bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. As soon as reasonably practicable after the Closing Date, the Placement Agent shall submit to the Company its expense reimbursement invoice and the Company or the Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty days after receipt of such invoice. The Company shall remit to the Placement Agent any remaining Agency Fees or any Placement Agent's expenses for which the Placement Agent is entitled to reimbursementRegistration Statement (hereinafter defined).

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby engages the Placement Agent, as the exclusive an agent of the Company, to, on a commercially reasonable best efforts basis, solicit offers to purchase Units the Shares from the Company on the terms and subject to the conditions set forth in this Agreement, the Subscription Agreements and the Prospectus (as defined below). The Placement Agent shall agrees to use commercially its reasonable best efforts to assist the Company in obtaining performance by each Investor whose offer to purchase the Units Shares was solicited by the such Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent or any of its affiliates be obligated to underwrite or purchase any of the Units Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company's agent and not as principal. The Placement Agent shall not have any authority to bind the Company with respect to any prospective offer to purchase Units Shares, and the Company shall have the sole right to accept offers to purchase Units Shares and may reject any such offer, in whole or in part. The Placement Agent has the right, after discussion with the Company, to reject any offer to purchase Units Shares received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation for services rendered by the Placement Agent hereunder, on the Closing Date (as defined below), the Company shall pay or cause to be paid to the Placement Agent shall receive from by wire transfer of immediately available funds to an account designated by the Company, in the manner provided in Section 6(f)Placement Agent, an aggregate amount equal to five percent (5.0%) % of the gross proceeds received by the Company from the sale of the Units on such Closing Date Shares if consummated prior to the expiration or termination of this Agreement (the "Agency Fee"). The Placement Agent agrees that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agent shall be entitled to receive in connection with the Offering contemplated hereby. (c) The Units Shares are being sold to the Investors at a the price of $1.73 per unit Share (the "Purchase Price") as set forth on the cover page of the Prospectus (as defined below). The purchases obligation of Units by the Investors each Investor to purchase Shares shall be evidenced by a Subscription Agreement to be entered into between the execution of the Subscription Agreements by each of the parties thereto in the form attached hereto as Exhibit A.Company and such Investor. (d) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase shares of the Common Stock or any securities convertible into Common Stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agent in accordance herewith. (e) No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements Shares shall be deemed to have been purchased and paid for, or sold by the Company, until such Units Shares shall have been delivered to the Investor purchasing such Units Shares against payment therefor by such Investor. If the Company shall default in its obligations to deliver Units Shares to an a Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of the default by the Company in accordance with the procedures set forth in Section 6(c) hereof. (f) Payment of the purchase price for, for and delivery of the Units Shares shall be made at a closing (the "Closing") at the offices of Bracewell & ▇G▇▇▇▇▇▇▇ LLP, counsel for the Placement Agent, located at ▇7▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, at 11:00 10:00 a.m., New York City time, on November 16December 13, 2009 2010 or at such other time and date as the Placement Agent and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (such date of payment and delivery being herein referred to as the "Closing Date"). Unless otherwise specified in The sale of the applicable Subscription Agreement, the Units Shares will be settled (i) through the facilities of The Depository Trust Company's DWAC system or (ii) The Depository Trust Company's delivery versus payment (DVP) settlement service. Payment of the purchase price for the Units shall be made in the manner set forth in the applicable Subscription Agreement by Federal Funds wire transfer, against delivery of the Units to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agent may request at least one business day before the Closing Date. Payment of the purchase price for the Units Shares to be purchased by Investors shall be made pursuant to instructions contained in the Subscription Agreement. Prior to the Closing, each such Investor purchasing Shares shall deposit with (i) the Company or (ii) the applicable Placement Agent, pursuant to the Subscription Agreement, an amount (the "Purchase Amount") equal to the product of (x) the number of Units Shares such Investor has agreed to purchase and (y) the Purchase Price. The aggregate of all such Purchase Amounts is herein referred to as the "Purchase Funds." ” Subject to the terms and conditions hereof and of the Subscription Agreements, the Placement Agent shall, on the Closing Date, deliver to the Company, by Federal Funds wire transfer, the Purchase Funds so held by the Placement Agent, reduced by an amount equal to the sum of the aggregate Agency Fee payable to the Placement Agent and the Placement Agent's bona fide estimate of the amount, if any, amount of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. At least one day prior to the Closing Date, the Placement Agent shall submit to the Company its bona fide estimate of the amount, if any, amount of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. As soon as reasonably practicable after the Closing Date, the Placement Agent shall submit to the Company its expense reimbursement invoice invoice, and the Company or the Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty days after receipt of such invoice. The Company shall remit to the Placement Agent any remaining Agency Fees or any the Placement Agent's expenses for which the Placement Agent is entitled to reimbursement.

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby engages authorizes the Placement AgentAgent to act as its exclusive agent in connection with the issuance and sale, by the Company, of Securities (the “Offering”) to the Investors and the Placement Agent hereby agrees, as the exclusive agent of the Company, to, on a to use its commercially reasonable best efforts basis, to solicit offers to purchase Units all or part of the Securities from the Company on upon the terms and subject to the conditions set forth in the Subscription Agreements and Prospectus (as defined below). The Placement Agent shall use make commercially reasonable best efforts to assist the Company in obtaining performance by each Investor whose offer to purchase the Units was Securities has been solicited by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent or any of its affiliates be obligated to underwrite or purchase any of the Units Securities for its their own account accounts or otherwise provide any financing. The Placement Agent shall act solely as the Company's ’s agent and not as principal. The Placement Agent shall not have any no authority to bind the Company with respect to any prospective offer to purchase Units Securities and the Company shall have the sole right to accept offers to purchase Units Securities and may reject any such offer, in whole or in part. The Notwithstanding the foregoing, it is understood and agreed that the Placement Agent has and its affiliates may, solely at their discretion and without any obligation to do so, purchase Securities as principals; provided, however, that any such purchase by the right, after discussion Placement Agent (or its affiliates) shall be fully disclosed to the Company and approved by the Company in accordance with the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreementpreceding sentence. (b) As compensation for services rendered by the Placement Agent hereunderrendered, on the Closing Date (as defined below)Date, the Company shall pay or cause to be paid to the Placement Agent shall receive from the Company, in the manner provided in Section 6(f), an aggregate amount equal to five seven percent (5.07.0%) of the gross proceeds received by the Company from the its sale of the Units Securities on such Closing Date (the "“Agency Fee"”). The Agency Fee shall be payable as follows: (i) 25% of the Agency Fee shall be payable in shares of Common Stock valued at no less than the closing bid price of the shares of Common Stock on The Nasdaq Global Market on the date of this Agreement and (ii) 75% of the Agency Fee shall be payable by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent. If the Offering contemplated hereby is completed, the Placement Agent agrees that the foregoing compensation, together with any expense reimbursement payable hereunder, compensation constitutes all of the compensation that the Placement Agent shall be entitled to receive in connection with the Offering contemplated hereby. (c) The Units are being sold to the Investors at a price of $1.73 per unit (the "Purchase Price") as set forth on the cover page of the Prospectus (as defined below). The purchases of Units Securities by the Investors shall be evidenced by the execution of the Subscription Agreements by each of the parties thereto in the form attached hereto as Exhibit A. (d) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase shares Securities of the Common Stock or any securities convertible into Common Stock Company (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agent in accordance herewith. (e) No Units which Securities that the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Units Securities shall have been delivered to the Investor purchasing such Units Securities against payment therefor by such Investor. If the Company shall default in its obligations to deliver Units Securities to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent (as defined below) harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of the such default by the Company in accordance with the procedures set forth in Section 6(c) hereofCompany. (f) Payment of the purchase price for, and delivery of of, the Units Securities shall be made at a closing (the "“Closing"”) at the offices of Bracewell & M▇▇▇▇▇, ▇▇▇▇▇ & B▇▇▇▇▇▇ LLP, counsel for the Placement AgentCompany, located at 1▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, at 11:00 10:00 a.m., New York City local time, on November 16August 21, 2009 2007 or at such other time and date as the Placement Agent and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (such date of payment and delivery being herein referred to as the "“Closing Date"”). Unless otherwise specified in The Company, the applicable Subscription Placement Agent and The Bank of New York, as escrow agent (the “Escrow Agent”), has entered into an escrow agreement, dated as of August 13, 2007 (the “Escrow Agreement”) pursuant to which an escrow account will be established, at the Company’s expense, for the benefit of the Company and the Investors (the “Escrow Account”). Subject to the terms hereof and of the Escrow Agreement, the Units will be settled (i) through the facilities of The Depository Trust Company's DWAC system or (ii) The Depository Trust Company's delivery versus payment (DVP) settlement service. Payment of the purchase price for the Units Securities shall be made to the Company in the manner set forth in the applicable Subscription Agreement below by Federal Funds wire transfer, against delivery of the Units Securities to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agent may request at least one business day before the Closing Date. Payment of the purchase price for the Units Securities to be purchased by Investors shall be made pursuant by such Investors directly to instructions contained the Escrow Agent by depositing such amount into the Escrow Account and the Escrow Agent agrees to hold such purchase price in escrow in accordance therewith. The Company shall cause its transfer agent, Florida Atlantic Stock Transfer, Inc. (the Subscription Agreement. Prior “Transfer Agent”) to deliver to the Escrow Agent, at least two business days prior to the Closing, certificates bearing the name of the Investors (or their designees or nominees) evidencing the Securities to be issued to each such Investor shall deposit with (i) the Company or (ii) the applicable Placement Agent, pursuant to the Subscription Agreement, an amount (the "Purchase Amount") equal to the product of (x) the number of Units such Investor has agreed to purchase and (y) the Purchase PriceInvestor. The aggregate of all such Purchase Amounts is herein referred to as the "Purchase Funds." Subject to the terms and conditions hereof and of the Subscription AgreementsAgreements and the Escrow Agreement, the Placement Escrow Agent shall, on the Closing Date, deliver to the Company, by Federal Funds wire transfer, the Purchase Funds aggregate purchase price so held by the Placement Agentin escrow, reduced by an amount equal to the sum of the aggregate Agency Fee payable in cash to the Placement Agent Agent, and to each of the Investors certificates evidencing the Securities purchased by such Investor. Each of the Company and the Placement Agent's bona fide estimate of Agent hereby agree to deliver to the amount, if any, of expenses for which Escrow Agent a closing notice as contemplated by the Placement Agent is entitled to reimbursement pursuant hereto. At Escrow Agreement at least one day prior to the Closing Date. (g) With respect to any Investor that is a registered investment company and is not settling its purchase of Securities pursuant to Section 1(f) above, the Placement Agent shall submit to the Company its bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. As soon as reasonably practicable after on or before the Closing Date, the Placement Company shall cause the Transfer Agent shall submit to deliver the Securities purchased by such Investor to the Company its expense reimbursement invoice account and/or at the address designated by such Investor, and on or before the Closing Date the Company or shall have delivered the Placement AgentWarrants, as applicable, shall make any necessary reconciling payment(s) within thirty days after and upon receipt by such Investor of such invoice. The Company Securities and Warrants, such Investor shall remit wire, in immediately available funds, the Purchase Amount for such Securities to an account designated by the Placement Agent any remaining Agency Fees or any Placement Agent's expenses for which the Placement Agent is entitled to reimbursementCompany.

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby engages authorizes the Placement AgentAgent to act as its exclusive agent in connection with the issuance and sale by the Company of the Shares (the “Offering”) to the Investors, and the Placement Agent hereby agrees, as the exclusive agent of the Company, to, on a to use its commercially reasonable best efforts basis, to solicit offers to purchase Units all or part of the Shares from the Company on upon the terms and subject to the conditions set forth in the Subscription Agreements and Prospectus (as defined below). The Placement Agent shall use make commercially reasonable best efforts to assist the Company in obtaining performance by each Investor whose offer to purchase the Units was Shares has been solicited by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will shall the Placement Agent or any of its affiliates be obligated to underwrite or purchase any of the Units Shares for its their own account accounts or otherwise provide any financing. The Placement Agent shall act solely as the Company's ’s agent and not as principal. The Placement Agent shall not have any no authority to bind the Company with respect to any prospective offer to purchase Units Shares and the Company shall have the sole right to accept offers to purchase Units Shares and may reject any such offer, in whole or in part. The Notwithstanding the foregoing, it is understood and agreed that the Placement Agent has and its affiliates may, solely at their discretion and without any obligation to do so, purchase Shares as principals; provided, however, that any such purchase by the right, after discussion Placement Agent (or its affiliates) shall be fully disclosed to the Company and approved by the Company in accordance with the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreementpreceding sentence. (b) As compensation for services rendered by the Placement Agent hereunderrendered, on the Closing Date (as defined below)Date, the Company shall pay or cause to be paid to the Placement Agent shall receive from the Company, in the manner provided in Section 6(f), an aggregate amount equal to five seven percent (5.07.0%) of the gross proceeds received by the Company from the its sale of the Units Shares on such Closing Date (the "“Agency Fee"”). The Agency Fee shall be payable as follows: (i) 15% of the Agency Fee shall be payable in shares of Common Stock valued at no less than the offering price of the shares of Common Stock that are being sold to investors in the Offering as provided in Exhibit C hereto and (ii) 85% of the Agency Fee shall be payable by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent. If the Offering contemplated hereby is completed, the Placement Agent agrees that the foregoing compensation, together with any expense reimbursement payable hereunder, compensation constitutes all of the compensation that the Placement Agent shall be entitled to receive in connection with the Offering contemplated hereby. (c) The Units are being sold to the Investors at a price of $1.73 per unit (the "Purchase Price") as set forth on the cover page of the Prospectus (as defined below). The purchases of Units Shares by the Investors shall be evidenced by the execution of the Subscription Agreements by each of the parties thereto in the form attached hereto as Exhibit A.thereto. (d) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase shares Shares of the Common Stock or any securities convertible into Common Stock Company (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agent in accordance herewith. (e) No Units which Shares that the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Units Shares shall have been delivered to the Investor purchasing such Units Shares against payment therefor by such Investor. If the Company shall default in its obligations to deliver Units Shares to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of the such default by the Company in accordance with the procedures set forth in Section 6(c) hereofCompany. (f) Payment of the purchase price for, and delivery of of, the Units Shares shall be made at a closing (the "“Closing"”) at the offices of Bracewell ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Placement AgentCompany, located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, at 11:00 10:00 a.m., New York City local time, on November 16October 13, 2009 2008 or at such other time and date as the Placement Agent and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (such date of payment and delivery being herein referred to as the "“Closing Date"”). Unless otherwise specified in The Company, the applicable Subscription Placement Agent and The Bank of New York, as escrow agent (the “Escrow Agent”), has entered into an escrow agreement, dated as of October 9, 2008 (the “Escrow Agreement”) pursuant to which an escrow account will be established, at the Company’s expense, for the benefit of the Company and the Investors (the “Escrow Account”). Subject to the terms hereof and of the Escrow Agreement, the Units will be settled (i) through the facilities of The Depository Trust Company's DWAC system or (ii) The Depository Trust Company's delivery versus payment (DVP) settlement service. Payment of the purchase price for the Units Shares shall be made to the Company in the manner set forth in the applicable Subscription Agreement below by Federal Funds wire transfer, transfer against delivery of the Units Shares to such persons persons, and the Shares shall be registered in the name or names and shall be in such denominations as the Placement Agent may request at least one business day before the Closing Date. Payment of the purchase price for the Units Shares to be purchased by Investors shall be made pursuant by such Investors directly to instructions contained the Escrow Agent by depositing such amount into the Escrow Account and the Escrow Agent agrees to hold such purchase price in escrow in accordance with the Subscription Escrow Agreement. Prior The Company shall cause its transfer agent, StockTrans, Inc. (the “Transfer Agent”) to deliver certificates bearing the Closing, name of the Investors (or their designees or nominees) evidencing the Shares to be issued to each such Investor shall deposit with (i) the Company or (ii) the applicable Placement Agent, pursuant to the Subscription Agreement, an amount (the "Purchase Amount") equal to the product of (x) the number of Units such Investor has agreed to purchase and (y) the Purchase PriceInvestor. The aggregate of all such Purchase Amounts is herein referred to as the "Purchase Funds." Subject to the terms and conditions hereof and of the Subscription AgreementsAgreements and the Escrow Agreement, the Placement Escrow Agent shall, on the Closing Date, deliver to the Company, by Federal Funds wire transfer, the Purchase Funds aggregate purchase price so held by the Placement Agentin escrow, reduced by an amount equal to the sum of the aggregate Agency Fee payable in cash to the Placement Agent Agent, and to each of the Investors certificates evidencing the Shares purchased by such Investor. Each of the Company and the Placement Agent's bona fide estimate of Agent hereby agree to deliver to the amount, if any, of expenses for which Escrow Agent a closing notice as contemplated by the Placement Agent is entitled to reimbursement pursuant hereto. At Escrow Agreement at least one day prior to the Closing Date. (g) With respect to any Investor that is a registered investment company and is not settling its purchase of Shares pursuant to Section 1(f) above, the Placement Agent shall submit to the Company its bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. As soon as reasonably practicable after on or before the Closing Date, the Placement Company shall cause the Transfer Agent shall submit to deliver the Shares purchased by such Investor to the Company its expense reimbursement invoice account and/or at the address designated by such Investor, and the Company or the Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty days after upon receipt by such Investor of such invoice. The Company Shares, such Investor shall remit wire, in immediately available funds, the Purchase Amount for such Shares to an account designated by the Placement Agent any remaining Agency Fees or any Placement Agent's expenses for which the Placement Agent is entitled to reimbursementCompany.

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and but subject to the terms and conditions herein set forth in this Agreement: (a) The Company hereby engages forth, the Placement Agent, Agent agrees to act as the Company's exclusive placement agent of to assist the Company, to, on a commercially reasonable best efforts basis, solicit offers in connection with the proposed issuance and sale by the Company of the Shares to the Investors. The Company expressly acknowledges and agrees that this Agreement does not in any way constitute a commitment by the Placement Agent to purchase Units from any of the Shares and does not ensure successful placement of the Shares or any portion thereof. The Company on shall pay to the terms and subject to Placement Agent concurrently with the Closing (as defined below) 4.0% of the gross purchase price of the Shares (the “Placement Fee”). Upon satisfaction of the conditions set forth in Section 5 hereof, the Subscription Agreements and Prospectus (as defined below). The Placement Agent shall use commercially reasonable best efforts to assist the Company in obtaining performance by each Investor whose offer to purchase the Units was solicited by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent or any of its affiliates be obligated to underwrite or purchase any closing of the Units for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company's agent sale and not as principal. The Placement Agent shall not have any authority to bind the Company with respect to any prospective offer to purchase Units and the Company shall have the sole right to accept offers to purchase Units and may reject any such offer, in whole or in part. The Placement Agent has the right, after discussion with the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation for services rendered by the Placement Agent hereunder, on the Closing Date (as defined below), the Placement Agent shall receive from the Company, in the manner provided in Section 6(f), an aggregate amount equal to five percent (5.0%) issuance of the gross proceeds received by the Company from the sale of the Units on such Closing Date Shares (the "Agency Fee"). The Placement Agent agrees that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agent “Closing”) shall be entitled to receive in connection with the Offering contemplated hereby. (c) The Units are being sold to the Investors at a price of $1.73 per unit (the "Purchase Price") as set forth on the cover page of the Prospectus (as defined below). The purchases of Units by the Investors shall be evidenced by the execution of the Subscription Agreements by each of the parties thereto in the form attached hereto as Exhibit A. (d) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase shares of the Common Stock or any securities convertible into Common Stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agent in accordance herewith. (e) No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Units shall have been delivered to the Investor purchasing such Units against payment therefor by such Investor. If the Company shall default in its obligations to deliver Units to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of the default by the Company in accordance with the procedures set forth in Section 6(c) hereof. (f) Payment of the purchase price for, and delivery of the Units shall be made at a closing (the "Closing") occur at the offices of Bracewell ▇▇▇▇▇ & ▇▇▇▇▇▇▇ PC, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ LLP▇▇▇▇, counsel for the Placement Agent, located at ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as may be agreed upon between the Placement Agent and the Company (the “Place of Closing”), at 10:00 a.m., Eastern Standard Time, on February 7, 2007, or at such other time and date as the Placement Agent and the Company may agree, such time and date of payment and delivery being herein called the “Closing Date.” Concurrently with the execution and delivery of this Agreement, the Company, the Placement Agent and ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, ▇▇▇▇▇▇▇as escrow agent (the “Escrow Agent”), ▇▇▇▇▇shall enter into an escrow agreement (the “Escrow Agreement”), at 11:00 a.m., New York City time, on November 16, 2009 or at such other time and date as pursuant to which an escrow account (the Placement Agent “Escrow Account”) will be established for the benefit of the Company and the Company determine pursuant Investors to Rule 15c6-1(a) under settle each purchase of the Securities Exchange Act of 1934Shares, as amended (with the "Exchange Act") (such date of payment and delivery Shares being herein referred to as the "Closing Date"). Unless otherwise specified in the applicable Subscription Agreement, the Units will be settled (i) through the facilities of The Depository Trust Company's ’s DWAC system or (ii) The Depository Trust Company's delivery versus payment (DVP) settlement service. Payment of the purchase price for the Units shall be made in the manner set forth in the applicable Subscription Agreement by Federal Funds wire transfer, against delivery of the Units to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agent may request at least one business day before the Closing Date. Payment of the purchase price for the Units to be purchased by Investors shall be made pursuant to instructions contained in the Subscription Agreementsystem. Prior to the ClosingClosing Date, each such Investor shall deposit with (i) into the Company or (ii) the applicable Placement Agent, pursuant to the Subscription Agreement, Escrow Account an amount (the "Purchase Amount") equal to the product of (x) the number of Units Shares such Investor has agreed to purchase and (y) the purchase price per share as set forth on the cover page of the Prospectus (the “Purchase PriceAmount”). The aggregate of all such Purchase Amounts is herein referred to as the "Purchase “Escrow Funds." Subject ” On the Closing Date, upon satisfaction or waiver of all the conditions to Closing, the Escrow Agent will disburse the Escrow Funds from the Escrow Account to the Company and the Placement Agent as provided in the Escrow Agreement, and the Company shall cause the Shares to be delivered to the Investors, which shall be made through the facilities of The Depository Trust Company’s DWAC system. The Company acknowledges and agrees that the Placement Agent shall act as an independent contractor, and not as a fiduciary, and any duties of the Placement Agent with respect to investment banking services to the Company, including the offering of the Shares contemplated hereby (including in connection with determining the terms of the offering), shall be contractual in nature, as expressly set forth herein, and shall be owed solely to the Company. Each party disclaims any intention to impose any fiduciary or similar duty on the other. Additionally, the Placement Agent has not advised, nor is advising, the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the transactions contemplated hereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Placement Agent shall have no responsibility or liability to the Company with respect thereto. Any review by the Placement Agent of the Company, the transactions contemplated hereby or other matters relating to such transactions has been and will be performed solely for the benefit of the Placement Agent and has not been and shall not be on behalf of the Company or any other person. It is understood that the Placement Agent has not and will not be rendering an opinion to the Company as to the fairness of the terms of the offering. Notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Placement Agent may have financial interests in the success of the offering contemplated hereby that are not limited to the Placement Fee. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Placement Agent with respect to any breach or alleged breach of fiduciary duty. It is understood that the Company proposes to offer the Shares to the Investors upon the terms and conditions hereof and of set forth in the Subscription Agreements, the Placement Agent shall, on the Closing Date, deliver to the Company, by Federal Funds wire transfer, the Purchase Funds so held by the Placement Agent, reduced by an amount equal to the sum of the aggregate Agency Fee payable to the Placement Agent and the Placement Agent's bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. At least one day prior to the Closing Date, the Placement Agent shall submit to the Company its bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. As soon as reasonably practicable after the Closing Date, the Placement Agent shall submit to the Company its expense reimbursement invoice and the Company or the Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty days after receipt of such invoice. The Company shall remit to the Placement Agent any remaining Agency Fees or any Placement Agent's expenses for which the Placement Agent is entitled to reimbursementRegistration Statement (hereinafter defined).

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby engages the Placement AgentCanaccord, as the exclusive agent of the Company, to, on a commercially reasonable best efforts basis, solicit offers to purchase Units from the Company on the terms and subject to the conditions set forth in the Subscription Agreements and Prospectus (as defined below). The Placement Agent Canaccord shall use commercially reasonable its best efforts to assist the Company in obtaining performance by each Investor whose offer to purchase the Units was solicited by the Placement Agent Canaccord and accepted by the Company, but the Placement Agent Canaccord shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent Canaccord or any of its affiliates be obligated to underwrite or purchase any of the Units for its own account or otherwise provide any financing. The Placement Agent Canaccord shall act solely as the Company's ’s agent and not as principal. The Placement Agent Canaccord shall not have any authority to bind the Company with respect to any prospective offer to purchase Units and the Company shall have the sole right to accept offers to purchase Units and may reject any such offer, in whole or in part. The Placement Agent Canaccord has the right, after discussion with in its discretion, without notice to the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation for services rendered by the Placement Agent Canaccord hereunder, on the Closing Date (as defined below), the Placement Agent Company shall receive from the Company, in the manner provided in Section 6(f)pay or cause to be paid to Canaccord by wire transfer of immediately available funds to an account or accounts designated by Canaccord, an aggregate amount equal to five six and one half percent (5.06.5%) of the gross proceeds received by the Company from the sale of the Units on such Closing Date. Such amount may be deducted from the payment made by the Investor(s) to the Company and paid directly to Canaccord on the Closing Date (the "“Agency Fee"”). The Placement Agent Canaccord agrees that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agent Canaccord shall be entitled to receive in connection with the Offering contemplated hereby. Canaccord may allow concessions, or pay commissions, to other dealers participating in the offering of the Units. (c) The Units are being sold to the Investors at a price of $1.73 2.00 per unit Unit (the "“Purchase Price"”) as set forth on the cover page of the Prospectus (as defined below). The purchases of Units by the Investors shall be evidenced by the execution of the Subscription Agreements by each of the parties thereto in the form attached hereto as Exhibit A. (d) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the Placement AgentCanaccord, solicit or accept offers to purchase shares of the Common Stock or any securities convertible into Common Stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) Units otherwise than through the Placement Agent Canaccord in accordance herewith. (e) No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Units shall have been delivered to the Investor purchasing such Units against payment therefor by such Investor. If the Company shall default in its obligations to deliver Units to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent Canaccord harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of the default by the Company in accordance with the procedures set forth in Section 6(c) hereof. (f) Payment of the purchase price forfor the Units, and delivery of the Units Shares and Warrants shall be made at a closing (the "“Closing"”) at the offices of Bracewell & ▇▇▇▇▇▇▇▇ Blank Rome LLP, counsel for the Placement AgentCompany, located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ , at 11:00 10:00 a.m., New York City local time, on November 16July 7, 2009 2010 or at such other time time, date and date place as the Placement Agent Canaccord and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) (such date of payment and delivery being herein referred to as the "“Closing Date"”). Unless otherwise specified in the applicable Subscription Agreement, the Units Shares will be settled through delivery versus payment (i“DVP”) through the facilities of The Depository Trust Company's DWAC system or (ii) & Clearing Corporation. The Depository Trust Company's delivery versus payment (DVP) settlement service. Payment of the purchase price for the Units executed Warrants shall be made delivered in the manner set forth in the applicable Subscription Agreement by Federal Funds wire transfer, against delivery of the Units to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agent may request at least one business day before the Closing Date. Payment of the purchase price for the Units to be purchased by Investors shall be made pursuant to instructions contained in the Subscription Agreement. Prior to the Closing, each such Investor shall deposit accordance with (i) the Company or (ii) the applicable Placement Agent, pursuant to the Subscription Agreement, an amount (the "Purchase Amount") equal to the product of (x) the number of Units such Investor has agreed to purchase and (y) the Purchase Price. The aggregate of all such Purchase Amounts is herein referred to as the "Purchase Funds." Subject to the terms and conditions hereof and of the Subscription Agreements, the Placement Agent shall, on the Closing Date, deliver to the Company, by Federal Funds wire transfer, the Purchase Funds so held by the Placement Agent, reduced by an amount equal to the sum of the aggregate Agency Fee payable to the Placement Agent and the Placement Agent's bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. At least one day prior to the Closing Date, the Placement Agent shall submit to the Company its bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. As soon as reasonably practicable after the Closing Date, the Placement Agent shall submit to the Company its expense reimbursement invoice and the Company or the Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty days after receipt of such invoice. The Company shall remit to the Placement Agent any remaining Agency Fees or any Placement Agent's expenses for which the Placement Agent is entitled to reimbursementthereof.

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions set forth in of this Agreement: (a) The Company hereby engages the Placement Agent, Agent agrees to act as the Company's exclusive placement agent of in connection with the Company, toissuance and sale, on a commercially reasonable best efforts basis, solicit offers by the Company of the Securities to purchase Units the Investors. Upon the occurrence of the Closing (as hereinafter defined), the Company shall pay to the Placement Agent seven percent (7.0%) of the gross proceeds received by the Company from the Company on sale of the terms and subject to the conditions set forth in the Subscription Agreements and Prospectus (as defined below)Securities. The Company acknowledges and agrees that the Placement Agent shall use commercially reasonable best efforts to assist the Company in obtaining performance by each Investor whose offer to purchase the Units was solicited Agent's engagement hereunder is not an agreement by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as or any of its affiliates to underwrite or purchase any securities or otherwise provided in this Agreement, have provide any liability to the Company in the event any such purchase is not consummated for any reasonfinancing. Under no circumstances will the Placement Agent or any of its affiliates be obligated to underwrite or purchase any of the Units Securities for its own account or otherwise provide any financing. The and, in soliciting purchases of Securities, the Placement Agent shall act solely as the Company's agent and not as principal. Notwithstanding the foregoing, it is understood and agreed that the Placement Agent (or its affiliates) may, solely at its discretion and without any obligation to do so, purchase Securities as principal. The Placement Agent shall not have any no authority to bind the Company with respect to any prospective offer to purchase Units and the Company shall have the sole right to accept offers to purchase Units and may reject any such offer, in whole or in part. The Placement Agent has the right, after discussion with the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation Payment of the purchase price for, and delivery of, the Securities shall be made at a closing (the "CLOSING") at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, counsel for services rendered by the Placement Agent hereunderCompany, located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ at 7:00 a.m., local time, on the Closing Date third or fourth business day (as defined belowpermitted under Rule 15c6-1 under the Exchange Act) after the determination of the public offering price of the Securities (such time and date of payment and delivery being herein called the "CLOSING DATE"). All such actions taken at the Closing shall be deemed to have occurred simultaneously. (c) Prior to the Closing, the Placement Agent shall receive from cause each Investor to wire directly to an escrow account designated by the Company, in the manner provided in Section 6(f), Placement Agent an aggregate amount equal to five percent the aggregate purchase price for the number of Securities such Investor has agreed to purchase. (5.0%d) of On the gross proceeds received by the Company from the sale of the Units on such Closing Date (the "Agency Fee"). The Placement Agent agrees that the foregoing compensationDate, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agent shall cause the aggregate purchase price for the Securities to be entitled to receive in connection with the Offering contemplated hereby. (c) The Units are being sold to wired from the Investors at a price or the escrow account referred to in Section 1(c) above to an account designated by the Company and the Company shall deliver, or cause the transfer agent for the Securities to deliver, to each Investor the number of $1.73 per unit (the "Purchase Price") as Securities set forth on the cover signature page of to such Investor's Subscription Agreement, which delivery shall be made, with respect to an Investor, in accordance with the Prospectus procedures set forth in such Investor's executed Subscription Agreement. (as defined below). e) The purchases of Units the Securities by each of the Investors shall be evidenced by the execution of the a Subscription Agreements by each of the parties thereto Agreement substantially in the form attached hereto as Exhibit EXHIBIT A. (df) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the Placement Agent▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., solicit or accept offers to purchase shares of the its AR-CombiMatrix Common Stock or any other equity or equity-linked securities convertible into Common Stock of the Company (other than pursuant to the exercise of options or warrants to purchase shares of AR-CombiMatrix Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agent in accordance herewithAgent. (e) No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Units shall have been delivered to the Investor purchasing such Units against payment therefor by such Investor. If the Company shall default in its obligations to deliver Units to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of the default by the Company in accordance with the procedures set forth in Section 6(c) hereof. (f) Payment of the purchase price for, and delivery of the Units shall be made at a closing (the "Closing") at the offices of Bracewell & ▇▇▇▇▇▇▇▇ LLP, counsel for the Placement Agent, located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, at 11:00 a.m., New York City time, on November 16, 2009 or at such other time and date as the Placement Agent and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (such date of payment and delivery being herein referred to as the "Closing Date"). Unless otherwise specified in the applicable Subscription Agreement, the Units will be settled (i) through the facilities of The Depository Trust Company's DWAC system or (ii) The Depository Trust Company's delivery versus payment (DVP) settlement service. Payment of the purchase price for the Units shall be made in the manner set forth in the applicable Subscription Agreement by Federal Funds wire transfer, against delivery of the Units to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agent may request at least one business day before the Closing Date. Payment of the purchase price for the Units to be purchased by Investors shall be made pursuant to instructions contained in the Subscription Agreement. Prior to the Closing, each such Investor shall deposit with (i) the Company or (ii) the applicable Placement Agent, pursuant to the Subscription Agreement, an amount (the "Purchase Amount") equal to the product of (x) the number of Units such Investor has agreed to purchase and (y) the Purchase Price. The aggregate of all such Purchase Amounts is herein referred to as the "Purchase Funds." Subject to the terms and conditions hereof and of the Subscription Agreements, the Placement Agent shall, on the Closing Date, deliver to the Company, by Federal Funds wire transfer, the Purchase Funds so held by the Placement Agent, reduced by an amount equal to the sum of the aggregate Agency Fee payable to the Placement Agent and the Placement Agent's bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. At least one day prior to the Closing Date, the Placement Agent shall submit to the Company its bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. As soon as reasonably practicable after the Closing Date, the Placement Agent shall submit to the Company its expense reimbursement invoice and the Company or the Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty days after receipt of such invoice. The Company shall remit to the Placement Agent any remaining Agency Fees or any Placement Agent's expenses for which the Placement Agent is entitled to reimbursement.

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Placement Agent agrees to act as the Company’s exclusive placement agent to assist the Company, on a best efforts basis, in connection with the proposed issuance and sale by the Company of the Units to the Investors. The Company expressly acknowledges and agrees that this Agreement does not in any way constitute a commitment by the Placement Agent to purchase any of the Units and does not ensure successful placement of the Units or any portion thereof. The Company shall pay to the Placement Agent concurrently with the Closing (as defined below) 6.0% of the gross purchase price of the Units (excluding any consideration that may be paid in the future upon exercise of the Warrants) (the “Placement Fee”). Upon satisfaction of the conditions set forth in Section 5 hereof, the closing of the sale and issuance of the Units (the “Closing”) shall occur at the offices of Fenwick & West LLP, 801 California Street, Mountain View, California, or at such other place as may be agreed upon between you and the Company (the “Place of Closing”), at 7:00 a.m., Pacific time, on September 26, 2007, or at such other time and date not later than 5 full business days thereafter as the Placement Agent and the Company may agree, such time and date of payment and delivery being herein called the “Closing Date.” The Company acknowledges and agrees that the Placement Agent shall act as an independent contractor, and not as a fiduciary, and any duties of the Placement Agent with respect to investment banking services to the Company, including the offering of the Units contemplated hereby (including in connection with determining the terms of the offering), shall be contractual in nature, as expressly set forth herein, and shall be owed solely to the Company. Each party disclaims any intention to impose any fiduciary or similar duty on the other. Additionally, the Placement Agent has not advised, nor is advising, the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the transactions contemplated hereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Placement Agent shall have no responsibility or liability to the Company with respect thereto. Any review by the Placement Agent of the Company, the transactions contemplated hereby or other matters relating to such transactions has been and will be performed solely for the benefit of the Placement Agent and has not been and shall not be on behalf of the Company herein containedor any other person. It is understood that the Placement Agent has not and will not be rendering an opinion to the Company as to the fairness of the terms of the offering. Notwithstanding anything in this Placement Agent Agreement to the contrary, the Company acknowledges that the Placement Agent may have financial interests in the success of the offering contemplated hereby that are not limited to the Placement Fee. The Company hereby waives and subject releases, to the fullest extent permitted by law, any claims that the Company may have against the Placement Agent with respect to any breach or alleged breach of fiduciary duty. It is understood that the Company proposes to offer the Units to the Investors upon the terms and conditions set forth in this Agreement: the Registration Statement (a) The Company hereby engages the Placement Agent, as the exclusive agent of the Company, to, on a commercially reasonable best efforts basis, solicit offers to purchase Units from the Company on the terms and subject to the conditions set forth in the Subscription Agreements and Prospectus (as defined belowhereinafter defined). The Placement Agent shall use commercially reasonable best efforts to assist the Company in obtaining performance by each Investor whose offer to purchase the Units was solicited by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent or any of its affiliates be obligated to underwrite or purchase any of the Units for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company's agent and not as principal. The Placement Agent shall not have any authority to bind the Company with respect to any prospective offer to purchase Units and the Company shall have the sole right to accept offers to purchase Units and may reject any such offer, in whole or in part. The Placement Agent has the right, after discussion with the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation for services rendered by the Placement Agent hereunder, on the Closing Date (as defined below), the Placement Agent shall receive from the Company, in the manner provided in Section 6(f), an aggregate amount equal to five percent (5.0%) of the gross proceeds received by the Company from the sale of the Units on such Closing Date (the "Agency Fee"). The Placement Agent agrees that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agent shall be entitled to receive in connection with the Offering contemplated hereby. (c) The Units are being sold to the Investors at a price of $1.73 per unit (the "Purchase Price") as set forth on the cover page of the Prospectus (as defined below). The purchases of Units by the Investors shall be evidenced by the execution of the Subscription Agreements by each of the parties thereto in the form attached hereto as Exhibit A. (d) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase shares of the Common Stock or any securities convertible into Common Stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agent in accordance herewith. (e) No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Units shall have been delivered to the Investor purchasing such Units against payment therefor by such Investor. If the Company shall default in its obligations to deliver Units to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of the default by the Company in accordance with the procedures set forth in Section 6(c) hereof. (f) Payment of the purchase price for, and delivery of the Units shall be made at a closing (the "Closing") at the offices of Bracewell & ▇▇▇▇▇▇▇▇ LLP, counsel for the Placement Agent, located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, at 11:00 a.m., New York City time, on November 16, 2009 or at such other time and date as the Placement Agent and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (such date of payment and delivery being herein referred to as the "Closing Date"). Unless otherwise specified in the applicable Subscription Agreement, the Units will be settled (i) through the facilities of The Depository Trust Company's DWAC system or (ii) The Depository Trust Company's delivery versus payment (DVP) settlement service. Payment of the purchase price for the Units shall be made in the manner set forth in the applicable Subscription Agreement by Federal Funds wire transfer, against delivery of the Units to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agent may request at least one business day before the Closing Date. Payment of the purchase price for the Units to be purchased by Investors shall be made pursuant to instructions contained in the Subscription Agreement. Prior to the Closing, each such Investor shall deposit with (i) the Company or (ii) the applicable Placement Agent, pursuant to the Subscription Agreement, an amount (the "Purchase Amount") equal to the product of (x) the number of Units such Investor has agreed to purchase and (y) the Purchase Price. The aggregate of all such Purchase Amounts is herein referred to as the "Purchase Funds." Subject to the terms and conditions hereof and of the Subscription Agreements, the Placement Agent shall, on the Closing Date, deliver to the Company, by Federal Funds wire transfer, the Purchase Funds so held by the Placement Agent, reduced by an amount equal to the sum of the aggregate Agency Fee payable to the Placement Agent and the Placement Agent's bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. At least one day prior to the Closing Date, the Placement Agent shall submit to the Company its bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. As soon as reasonably practicable after the Closing Date, the Placement Agent shall submit to the Company its expense reimbursement invoice and the Company or the Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty days after receipt of such invoice. The Company shall remit to the Placement Agent any remaining Agency Fees or any Placement Agent's expenses for which the Placement Agent is entitled to reimbursement.

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) : The Company hereby engages authorizes the Placement AgentAgent to act as its exclusive agent in connection with the issuance and sale, by the Company, of Securities (the “Offering”) to the Investors and the Placement Agent hereby agrees, as the exclusive agent of the Company, to, on a to use its commercially reasonable best efforts basis, to solicit offers to purchase Units all or part of the Securities from the Company on upon the terms and subject to the conditions set forth in the Subscription Agreements and Prospectus (as defined below). The Placement Agent shall use make commercially reasonable best efforts to assist the Company in obtaining performance by each Investor whose offer to purchase the Units was Securities has been solicited by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent or any of its affiliates be obligated to underwrite or purchase any of the Units Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company's ’s agent and not as principal. The Placement Agent shall not have any no authority to bind the Company with respect to any prospective offer to purchase Units Securities and the Company shall have the sole right to accept offers to purchase Units Securities and may reject any such offer, in whole or in part. The Placement Agent has the right, after discussion with the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation for services rendered rendered, on the Closing Date, the Company shall pay or cause to be paid to the Placement Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent hereunder, on the Closing Date (as defined below), the Placement Agent shall receive from the Company, in the manner provided in Section 6(f), an aggregate amount equal to five eight percent (5.08.0%) of the gross proceeds received by the Company from the its sale of the Units Securities on such Closing Date Date, without taking into account any proceeds from the exercise of the warrants (the "“Agency Fee"). The Placement Agent agrees that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agent shall be entitled to receive in connection with the Offering contemplated hereby. (c) The Units are being sold to the Investors at a price of $1.73 per unit (the "Purchase Price") as set forth on the cover page of the Prospectus (as defined below”). The purchases of Units Securities by the Investors shall be evidenced by the execution of the Subscription Agreements by each of the parties thereto in the form attached hereto as Exhibit A. (d) A. Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase shares Securities of the Common Stock or any securities convertible into Common Stock Company (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agent in accordance herewith. (e) . No Units Securities which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Units Securities shall have been delivered to the Investor purchasing such Units Securities against payment therefor by such Investor. If the Company shall default in its obligations to deliver Units Securities to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of the such default by the Company in accordance with the procedures set forth in Section 6(c) hereof. (f) Company. Payment of the purchase price for, and delivery of of, the Units Securities shall be made at a closing (the "“Closing"”) at the offices of Bracewell & Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Placement AgentCompany, located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at 11:00 10:00 a.m., New York City local time, on November 16October 1, 2009 2007 or at such other time and date as the Placement Agent and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (such date of payment and delivery being herein referred to as the "“Closing Date"”). Unless otherwise specified in The Company, the applicable Subscription Placement Agent and JPMorganChase Bank, as escrow agent (the “Escrow Agent”), have entered into an escrow agreement, dated as of the date hereof (the “Escrow Agreement”) pursuant to which an escrow account will be established, at the Company's expense, for the benefit of the Company and the Investors (the “Escrow Account”). Subject to the terms hereof and of the Escrow Agreement, the Units will be settled (i) through the facilities of The Depository Trust Company's DWAC system or (ii) The Depository Trust Company's delivery versus payment (DVP) settlement service. Payment of the purchase price for the Units Securities shall be made to the Company in the manner set forth in the applicable Subscription Agreement below by Federal Funds wire transfer, against delivery of the Units Securities to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agent may request at least one business day before the Closing Date. Payment of the purchase price for the Units Securities to be purchased by Investors shall be made pursuant by such Investors directly to instructions contained the Escrow Agent and the Escrow Agent agrees to hold such purchase price in escrow in accordance with the Subscription terms of the Escrow Agreement. Prior to the Closing, each such Investor shall deposit with (i) the Company or (ii) the applicable Placement Agent, pursuant to the Subscription Agreement, an amount (the "Purchase Amount") equal to the product of (x) the number of Units such Investor has agreed to purchase and (y) the Purchase Price. The aggregate of all such Purchase Amounts is herein referred to as the "Purchase Funds." Subject to the terms and conditions hereof and of the Subscription AgreementsAgreements and the Escrow Agreement, the Placement Escrow Agent shall, on the Closing Date, deliver to the Company, by Federal Funds wire transfer, the Purchase Funds aggregate purchase price so held by the Placement Agentsuch person in escrow, reduced by an amount equal to the sum of the aggregate Agency Fee payable to the Placement Agent Agent. Thereafter, the Escrow Agent’s obligations with respect to the escrow of the purchase price so held by it shall cease. Each of the Company and the Placement Agent's bona fide estimate of Agent hereby agree to deliver to the amount, if any, of expenses for which Escrow Agent a Closing Notice in the Placement Agent is entitled form attached as Exhibit C to reimbursement pursuant hereto. At the Escrow Agreement at least one day prior to the Closing Date, . Any Investor not settling its purchase of Securities pursuant to Section 1(f) above shall deposit its respective Purchase Amount into an account or accounts established with the Placement Agent shall submit to the Company its bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant heretoAgent. As soon as reasonably practicable after On the Closing Date, the Placement Agent shall submit shall, with respect to each such Investor, cause the Purchase Amount for such Securities to be wired from such accounts to an account designated by the Company its expense reimbursement invoice and in exchange for the Company or the Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty days after receipt release of such invoice. The Company shall remit to the Placement Agent any remaining Agency Fees or any Placement Agent's expenses for which the Placement Agent is entitled to reimbursementInvestor’s Securities.

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions set forth in of this Agreement: (a) The Placement Agent agrees to act as the Company’s exclusive placement agent in connection with the issuance and sale, on a best-efforts basis, by the Company hereby engages of the Shares to the Investors. Upon the occurrence of the Closing (as hereinafter defined), the Company shall pay to the Placement Agent six percent (6%) of the gross proceeds received by the Company from the sale of the Shares. The Company acknowledges and agrees that the Placement Agent, as the exclusive agent of the Company, to, on a commercially reasonable best efforts basis, solicit offers to purchase Units from the Company on the terms and subject to the conditions set forth in the Subscription Agreements and Prospectus (as defined below). The Placement Agent shall use commercially reasonable best efforts to assist the Company in obtaining performance by each Investor whose offer to purchase the Units was solicited ’s engagement hereunder is not an agreement by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as or any of its affiliates to underwrite or purchase any securities or otherwise provided in this Agreement, have provide any liability to the Company in the event any such purchase is not consummated for any reasonfinancing. Under no circumstances will the Placement Agent or any of its affiliates be obligated to underwrite or purchase any of the Units Shares for its own account or otherwise provide any financing. The and, in soliciting purchases of Shares, the Placement Agent shall act solely as the Company's agent and not as principal. The Notwithstanding the foregoing, it is understood and agreed that the Placement Agent shall not have (or its affiliates) may, solely at its discretion and without any authority obligation to bind the Company with respect to any prospective offer to do so, purchase Units and the Company shall have the sole right to accept offers to purchase Units and may reject any such offer, in whole or in part. The Placement Agent has the right, after discussion with the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this AgreementShares as principal. (b) As compensation Payment of the purchase price for, and delivery of the Shares shall be made at a closing (the “Closing”) at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for services rendered by the Placement Agent hereunderCompany, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Closing Date to take place on the third or fourth business day (as defined below), permitted under Rule 15c6-1 under the Placement Agent shall receive from Exchange Act) after the Company, in the manner provided in Section 6(f), an aggregate amount equal to five percent (5.0%) determination of the gross proceeds received by the Company from the sale public offering price of the Units on Shares (such time and date of payment and delivery being herein called the “Closing Date (the "Agency Fee"Date”). The Placement Agent agrees that All such actions taken at the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agent Closing shall be entitled deemed to receive in connection with the Offering contemplated herebyhave occurred simultaneously. (c) The Units are being sold On the Closing Date, each Investor shall wire an amount equal to the Investors at a aggregate purchase price for the number of $1.73 per unit (Shares such Investor has agreed to purchase to an account designated by the "Purchase Price") as Company and the Company shall cause the transfer agent for the Shares to deliver to each Investor the number of Shares set forth on the cover signature page of to such Investor’s Subscription Agreement, which delivery shall be made, with respect to an Investor, in accordance with the Prospectus procedures set forth in such Investor’s executed Subscription Agreement. (as defined below). d) The purchases of Units the Shares by each of the Investors shall be evidenced by the execution of the a Subscription Agreements by each of the parties thereto Agreement substantially in the form attached hereto as Exhibit A. (de) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the Placement Agent▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., solicit or accept offers to purchase shares of the its Common Stock or any other equity-linked securities convertible into Common Stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agent in accordance herewithAgent. (e) No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Units shall have been delivered to the Investor purchasing such Units against payment therefor by such Investor. If the Company shall default in its obligations to deliver Units to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of the default by the Company in accordance with the procedures set forth in Section 6(c) hereof. (f) Payment of the purchase price for, and delivery of the Units shall be made at a closing (the "Closing") at the offices of Bracewell & ▇▇▇▇▇▇▇▇ LLP, counsel for the Placement Agent, located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, at 11:00 a.m., New York City time, on November 16, 2009 or at such other time and date as the Placement Agent and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (such date of payment and delivery being herein referred to as the "Closing Date"). Unless otherwise specified in the applicable Subscription Agreement, the Units will be settled (i) through the facilities of The Depository Trust Company's DWAC system or (ii) The Depository Trust Company's delivery versus payment (DVP) settlement service. Payment of the purchase price for the Units shall be made in the manner set forth in the applicable Subscription Agreement by Federal Funds wire transfer, against delivery of the Units to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agent may request at least one business day before the Closing Date. Payment of the purchase price for the Units to be purchased by Investors shall be made pursuant to instructions contained in the Subscription Agreement. Prior to the Closing, each such Investor shall deposit with (i) the Company or (ii) the applicable Placement Agent, pursuant to the Subscription Agreement, an amount (the "Purchase Amount") equal to the product of (x) the number of Units such Investor has agreed to purchase and (y) the Purchase Price. The aggregate of all such Purchase Amounts is herein referred to as the "Purchase Funds." Subject to the terms and conditions hereof and of the Subscription Agreements, the Placement Agent shall, on the Closing Date, deliver to the Company, by Federal Funds wire transfer, the Purchase Funds so held by the Placement Agent, reduced by an amount equal to the sum of the aggregate Agency Fee payable to the Placement Agent and the Placement Agent's bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. At least one day prior to the Closing Date, the Placement Agent shall submit to the Company its bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. As soon as reasonably practicable after the Closing Date, the Placement Agent shall submit to the Company its expense reimbursement invoice and the Company or the Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty days after receipt of such invoice. The Company shall remit to the Placement Agent any remaining Agency Fees or any Placement Agent's expenses for which the Placement Agent is entitled to reimbursement.

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions set forth in of this Agreement: (a) The Company hereby engages the Placement AgentAgent to act as its exclusive placement agent in connection with the issuance and sale of the Shares and the Placement Agent hereby agrees, as the exclusive an agent of the Company, to, on a commercially reasonable to use its best efforts basis, to solicit offers to purchase Units from the Company on Shares upon the terms and subject to the conditions set forth in the Subscription Agreements and Prospectus (as defined below). The Placement Agent shall use commercially reasonable best efforts to assist . (b) Upon the occurrence of the Closing (as defined below), the Company in obtaining performance by each Investor whose offer shall pay to purchase the Units was solicited by the Placement Agent and accepted an aggregate of six percent (6.0%) of the gross proceeds received by the Company, but Company from its sale of the Placement Agent Shares. This Agreement shall not, except as otherwise provided in this Agreement, have any liability not give rise to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will a commitment by the Placement Agent or any of its affiliates be obligated to underwrite or purchase any of the Units for its own account Shares or otherwise provide any financing. The , and the Placement Agent shall act solely as the Company's agent and not as principal. The Placement Agent shall not have any no authority to bind the Company with in respect of the sale of any Shares. The sale of the Shares shall be made pursuant to any prospective offer to purchase Units and subscription agreements in the form included as Exhibit A hereto (the “Subscription Agreements”). The Company shall have the sole right to accept offers to purchase Units the Shares and may reject any such offer, offer in whole or in part. The Placement Agent has Notwithstanding the rightforegoing, after discussion with the Company, to reject any offer to purchase Units received by it, in whole or in part, it is understood and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation for services rendered by the Placement Agent hereunder, on the Closing Date (as defined below), the Placement Agent shall receive from the Company, in the manner provided in Section 6(f), an aggregate amount equal to five percent (5.0%) of the gross proceeds received by the Company from the sale of the Units on such Closing Date (the "Agency Fee"). The Placement Agent agrees that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation agreed that the Placement Agent shall be entitled or any of its affiliates may, solely at their discretion and without any obligation to receive in connection with the Offering contemplated herebydo so, purchase Shares as principals. (c) Concurrently with the execution and delivery of this Agreement, the Placement Agent and Citibank, as escrow agent (the “Escrow Agent”), shall enter into an escrow agreement (the “Escrow Agreement”), pursuant to which an escrow account (the “Escrow Account”) will be established for the benefit of the Company and the Investors who desire to settle their purchase through the facilities of The Units are being sold Depository Trust Company’s DWAC system. Prior to the Investors at a Closing, each such Investor shall deposit into the Escrow Account an amount equal to the product of (x) the number of Shares such Investor has agreed to purchase and (y) the purchase price of $1.73 per unit (the "Purchase Price") share as set forth on the cover page of the Prospectus (as defined belowthe “Purchase Amount”). The purchases aggregate of Units by such Purchase Amounts is herein referred to as the Investors shall be evidenced by the execution of the Subscription Agreements by each of the parties thereto in the form attached hereto as Exhibit A. (d) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) “Escrow Funds”. On the Closing Date, the Company shall not, without Escrow Agent will disburse the prior written consent of the Placement Agent, solicit or accept offers to purchase shares of the Common Stock or any securities convertible into Common Stock (other than pursuant Escrow Funds to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through Company and the Placement Agent as provided in accordance herewiththe Escrow Agreement and the Company shall cause its transfer agent to deliver the Shares purchased by such Investors. (e) No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Units shall have been delivered to the Investor purchasing such Units against payment therefor by such Investor. If the Company shall default in its obligations to deliver Units to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of the default by the Company in accordance with the procedures set forth in Section 6(c) hereof. (fd) Payment of the purchase price for, and delivery of of, the Units Shares shall be made at a closing (the "“Closing"”) at the offices of Bracewell & Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Placement AgentCompany, located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇Four Times Square, ▇▇▇▇▇▇▇, ▇▇▇▇▇, at 11:00 a.m.New York, New York City at 10:00 a.m., local time, on November 16, 2009 the third or at such other time and date fourth business day (as the Placement Agent and the Company determine pursuant to permitted under Rule 15c6-1(a) 1 under the Securities Exchange Act (as defined below)) after the determination of 1934, as amended (the "Exchange Act") public offering price of the Shares (such date of payment and delivery being herein referred to as called the "“Closing Date"”). Unless otherwise specified in All such actions taken at the applicable Closing shall be deemed to have occurred simultaneously. (e) Prior to forwarding a Subscription AgreementAgreement to the Company for acceptance, the Units will Placement Agent shall use its reasonable efforts to determine that the subscriber for Shares has a legitimate source of funds, that there is no reason to suspect such subscriber of money laundering activities, and that in forwarding the Subscription Agreement the Placement Agent is compliant with the program described in Section 3(c). (f) Any Investor not settling its purchase of Shares pursuant to Section 1(c) above shall deposit its respective Purchase Amount into an account or accounts established with the Placement Agent. On the Closing Date, the Placement Agent shall, with respect to each such Investor, cause the Purchase Amount for such Shares to be settled wired from such accounts to an account designated by the Company in exchange for the release of such Investor’s Shares. (i) through the facilities of The Depository Trust Company's DWAC system or (iig) The Depository Trust Company's delivery versus payment (DVP) settlement service. Payment of the purchase price for the Units shall be made in the manner set forth in the applicable Subscription Agreement by Federal Funds wire transfer, against delivery of the Units to such persons and Shares shall be registered in the name or such names and shall be in such denominations as the Placement Agent may shall request at least one business day before the Closing Date. Payment of the purchase price for the Units to be purchased by Investors shall be made pursuant to instructions contained in the Subscription Agreement. Prior to the Closing, each such Investor shall deposit with (i) the Company or (ii) the applicable Placement Agent, pursuant to the Subscription Agreement, an amount (the "Purchase Amount") equal to the product of (x) the number of Units such Investor has agreed to purchase and (y) the Purchase Price. The aggregate of all such Purchase Amounts is herein referred to as the "Purchase Funds." Subject to the terms and conditions hereof and of the Subscription Agreements, the Placement Agent shall, on the Closing Date, deliver written notice to the Company, by Federal Funds wire transfer, the Purchase Funds so held by the Placement Agent, reduced by an amount equal to the sum of the aggregate Agency Fee payable to the Placement Agent and the Placement Agent's bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. At least one day prior to the Closing Date, the Placement Agent shall submit to the Company its bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. As soon as reasonably practicable after the Closing Date, the Placement Agent shall submit to the Company its expense reimbursement invoice and the Company or the Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty days after receipt of such invoice. The Company shall remit to the Placement Agent any remaining Agency Fees or any Placement Agent's expenses for which the Placement Agent is entitled to reimbursement.

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties warranties, and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby engages the Placement AgentAgent to act as its exclusive placement agent in connection with the issuance and sale by the Company of Shares to the Investors, and the Placement Agent hereby agrees, as the exclusive agent of the Company, to, on a commercially reasonable to use its best efforts basis, to solicit offers to purchase Units the Shares from the Company on upon the terms and subject to the conditions set forth in the Subscription Agreements and Prospectus (as defined belowhereinafter defined). The Placement Agent shall use commercially reasonable best efforts to assist Upon the occurrence of the Closing (as hereinafter defined), the Company in obtaining performance shall pay to the Placement Agent, by each Investor whose offer wire transfer of immediately available funds payable to purchase the Units was solicited order of the Placement Agent, to an account designated by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent or any of its affiliates be obligated to underwrite or purchase any of the Units for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company's agent and not as principal. The Placement Agent shall not have any authority to bind the Company with respect to any prospective offer to purchase Units and the Company shall have the sole right to accept offers to purchase Units and may reject any such offer, in whole or in part. The Placement Agent has the right, after discussion with the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation for services rendered by the Placement Agent hereunder, on the Closing Date (as defined below), the Placement Agent shall receive from the Company, in the manner provided in Section 6(f)Agent, an aggregate amount equal to of five and one-half percent (5.05.5%) of the gross proceeds received by the Company from the its sale of the Units on such Closing Date (the "Agency Fee")Shares. The Placement Agent agrees that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agent shall be entitled to receive in connection with the Offering contemplated hereby. (c) The Units are being sold to the Investors at a price of $1.73 per unit (the "Purchase Price") as set forth on the cover page of the Prospectus (as defined below). The purchases of Units by the Investors shall be evidenced by the execution of the Subscription Agreements by each of the parties thereto in the form attached hereto as Exhibit A. (d) Prior to the earlier of (i) the date on which this Agreement is terminated and terminated, or (ii) the Closing DateDate (as hereinafter defined), the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase shares of the Common Stock or any securities convertible into Common Stock Shares (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agent in accordance herewith. (eb) The Company expressly acknowledges and agrees that the Placement Agent’s obligations hereunder are on a best efforts basis and this Agreement shall not give rise to a commitment by the Placement Agent or any of its affiliates to underwrite or purchase any of the Shares or otherwise provide any financing, and the Placement Agent shall have no authority to (and agrees not to purport to) bind the Company in respect of the sale of any Shares. The sale of the Shares shall be made pursuant to the subscription terms in the form included as Exhibit A hereto (the "Subscription Terms”). The Company shall have the sole right to accept offers to purchase the Shares and may, at the Company’s sole discretion, reject any such offer in whole or in part, and, except as set forth in Section 4 hereof, in no event shall fees be payable by the Company on any proposed purchase which is rejected for any reason or which otherwise does not close for any reason. Notwithstanding the foregoing, it is understood and agreed that the Placement Agent or any of its affiliates may, solely at their discretion and without any obligation to do so, purchase Shares as principals; provided, however, that any such purchase by the Placement Agent (or its affiliates) shall be fully disclosed to the Company and shall be subject to the prior approval of the Company, at the Company’s sole discretion, in accordance with the immediately preceding sentence. (c) Concurrently with the execution and delivery of this Agreement, the Company, the Placement Agent and W▇▇▇▇ Fargo Bank, N.A., as escrow agent (the “Escrow Agent”), shall enter into an escrow agreement (the “Escrow Agreement”), pursuant to which an escrow account (the “Escrow Account”) will be established for the benefit of the Company and the Investors who settle their purchases through the facilities of The Depository Trust Company’s DWAC system. Prior to the Closing Date, each such Investor shall deposit into the Escrow Account an amount equal to the product of (x) the number of Shares such Investor has agreed to purchase, and (y) the purchase price per share as set forth on the cover page of the Prospectus (the “Purchase Amount”). The aggregate of the Purchase Amounts deposited by all of the Investors is herein referred to as the “Escrow Funds.” On the Closing Date, the Escrow Agent will disburse the Escrow Funds from the Escrow Account to the Company, the Placement Agent and the Escrow Agent as provided in the Escrow Agreement, and the Company shall cause its transfer agent to deliver the Shares purchased by such Investors, which delivery shall be made through the facilities of The Depository Trust Company’s DWAC system. (d) Payment of the purchase price for, and delivery of, the Shares shall be made at a closing (the “Closing”) at the offices of Dow L▇▇▇▇▇ PLLC, counsel for the Company, located at 1▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇-▇▇▇▇, at 10:00 a.m., Eastern Time, on the third or fourth business day (as permitted under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (collectively with the rules and regulations promulgated thereunder, the “Exchange Act”)) after the determination of the public offering price of the Shares (such date of payment and delivery being herein called the “Closing Date”). All such actions taken at the Closing shall be deemed to have occurred simultaneously. No Units Shares which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements Terms shall be deemed to have been purchased and paid forfor by an Investor, or sold by the Company, until such Units Shares shall have been delivered to the such Investor purchasing such Units against payment therefor by such Investor. If the Company shall default in its obligations to deliver Units Shares to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, or damage or liability directly or indirectly arising from or as a result of the such default by the Company in accordance with the procedures set forth in Section 6(c) hereofCompany. (f) Payment of the purchase price for, and delivery of the Units shall be made at a closing (the "Closing") at the offices of Bracewell & ▇▇▇▇▇▇▇▇ LLP, counsel for the Placement Agent, located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, at 11:00 a.m., New York City time, on November 16, 2009 or at such other time and date as the Placement Agent and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (such date of payment and delivery being herein referred to as the "Closing Date"). Unless otherwise specified in the applicable Subscription Agreement, the Units will be settled (i) through the facilities of The Depository Trust Company's DWAC system or (iie) The Depository Trust Company's delivery versus payment (DVP) settlement service. Payment of the purchase price for the Units shall be made in the manner set forth in the applicable Subscription Agreement by Federal Funds wire transfer, against delivery of the Units to such persons and Shares shall be registered in the name or such names and shall be in such denominations as the Placement Agent may shall request by written notice delivered to the Company at least one two (2) business day before the Closing Date. Payment of the purchase price for the Units to be purchased by Investors shall be made pursuant to instructions contained in the Subscription Agreement. Prior to the Closing, each such Investor shall deposit with (i) the Company or (ii) the applicable Placement Agent, pursuant to the Subscription Agreement, an amount (the "Purchase Amount") equal to the product of (x) the number of Units such Investor has agreed to purchase and (y) the Purchase Price. The aggregate of all such Purchase Amounts is herein referred to as the "Purchase Funds." Subject to the terms and conditions hereof and of the Subscription Agreements, the Placement Agent shall, on the Closing Date, deliver to the Company, by Federal Funds wire transfer, the Purchase Funds so held by the Placement Agent, reduced by an amount equal to the sum of the aggregate Agency Fee payable to the Placement Agent and the Placement Agent's bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. At least one day days prior to the Closing Date, the Placement Agent Date and as shall submit have been agreed to by the Company its bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled pursuant to reimbursement pursuant hereto. As soon as reasonably practicable after the Closing Date, the Placement Agent shall submit to the Company its expense reimbursement invoice and the Company or the Placement Agent, as applicable, shall make any necessary reconciling payment(sSection 1(b) within thirty days after receipt of such invoice. The Company shall remit to the Placement Agent any remaining Agency Fees or any Placement Agent's expenses for which the Placement Agent is entitled to reimbursementhereof.

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby engages the Placement Agent, as the exclusive agent of the Company, to, on a commercially reasonable best efforts basis, solicit offers to purchase Units Securities from the Company on the terms and subject to the conditions set forth in the Subscription Agreements Securities Purchase Agreement and Prospectus (as defined below). The Placement Agent shall use commercially reasonable best efforts to assist the Company in obtaining performance by each Investor whose offer to purchase the Units Securities was solicited by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent or any of its affiliates be obligated to underwrite or purchase any of the Units Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company's ’s agent and not as principal. The Placement Agent shall not have any authority to bind the Company with respect to any prospective offer to purchase Units Securities and the Company shall have the sole right to accept offers to purchase Units Securities and may reject any such offer, in whole or in part. The Placement Agent has the right, after discussion with the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation for services rendered by the Placement Agent hereunder, on the Closing Date (as defined below), the Company shall pay or cause to be paid to the Placement Agent shall receive from by wire transfer of immediately available funds to an account or accounts designated by the Company, in the manner provided in Section 6(f)Placement Agent, an aggregate amount in cash equal to five percent (5.0%) of $758,000, which when combined with $42,000 previously paid to the gross proceeds received by the Company from the sale of the Units on such Closing Date (the "Agency Fee")Placement Agent as retainer fees, aggregates to a total cash fee equal to $800,000. The Placement Agent agrees that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agent shall be entitled to receive in connection with the Offering contemplated hereby. (c) The Units Securities are being sold to the Investors at a price of $1.73 2.00 per unit (the "“Purchase Price"”) as set forth on the cover page of the Prospectus (as defined below). The purchases of Units Securities by the Investors shall be evidenced by the execution of the Subscription Agreements Securities Purchase Agreement by each of the parties thereto in the form attached hereto as Exhibit A. (d) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase shares Securities of the Common Stock or any securities convertible into Common Stock Company (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agent in accordance herewith. (e) No Units Securities which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements Securities Purchase Agreement shall be deemed to have been purchased and paid for, or sold by the Company, until such Units Securities shall have been delivered to the Investor purchasing such Units Securities against payment therefor by such Investor. If the Company shall default in its obligations to deliver Units Securities to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of the default by the Company in accordance with the procedures set forth in Section 6(c) hereof. (f) Payment of the purchase price for, and delivery of the Units Securities shall be made at a closing (the "“Closing"”) at the offices of Bracewell & ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Placement AgentCompany, located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, at 11:00 10:00 a.m., New York City local time, on November 16June 12, 2009 or at such other time and date as the Placement Agent and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the "“Exchange Act") (such Act”)(such date of payment and delivery being herein referred to as the "“Closing Date"”). Unless otherwise specified in the applicable Subscription Securities Purchase Agreement, the Units Shares will be settled (i) through the facilities of The Depository Trust Company's ’s DWAC system or (ii) The Depository Trust Company's delivery versus and the Warrants will be issued in registered physical form. Subject to the terms hereof, payment (DVP) settlement service. Payment of the purchase price for the Units Securities shall be made to the Company in the manner set forth in the applicable Subscription Agreement below by Federal Funds wire transfer, against delivery of the Units Securities to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agent Investors may request at least one business day before the Closing Date. Payment of the purchase price for the Units Securities to be purchased by Investors shall be made pursuant to instructions contained in the Subscription Agreement. Prior by such Investors directly to the Closing, each such Investor shall deposit with (i) the Company or (ii) the applicable Placement Agent, pursuant to the Subscription Agreement, an amount (the "Purchase Amount") equal to the product of (x) the number of Units such Investor has agreed to purchase and (y) the Purchase PriceCompany. The aggregate of all such Purchase Amounts is herein referred to as the "Purchase Funds." Subject to the terms and conditions hereof and of the Subscription Agreements, the Placement Agent shall, on the Closing Date, deliver to the Company, by Federal Funds wire transfer, the Purchase Funds so held by the Placement Agent, reduced by an amount equal to the sum of the aggregate Agency Fee payable Company shall pay to the Placement Agent the Agency Fee set forth in paragraph (b) above and reimburse the Placement Agent's bona fide estimate of Agent for the amount, if any, amount of expenses for which the such Placement Agent is entitled to reimbursement pursuant hereto. At least one day prior to the Closing Date, the Placement Agent shall submit to the Company its bona fide estimate of the amount, if any, amount of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. As soon as reasonably practicable after the Closing Date, the Placement Agent shall submit to the Company its expense reimbursement invoice and the Company or the Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty days after of receipt of such invoice. The Company shall remit to the Placement Agent any remaining Agency Fees or any Placement Agent's expenses for which the Placement Agent is entitled to reimbursementinvoices.

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby engages the Placement Agent, as the exclusive agent of the Company, to, on a commercially reasonable best efforts basis, solicit offers to purchase Units Shares from the Company on the terms and subject to the conditions set forth in the Subscription Agreements Purchase Agreement and Prospectus (as defined below). The Placement Agent shall use commercially reasonable best efforts to assist the Company in obtaining performance by each Investor whose offer to purchase the Units Shares was solicited by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. In connection with its commercially reasonable efforts to solicit offers to purchase the Shares, the Placement Agent shall only communicate information regarding the Company to potential purchasers of the Shares that is consistent with the information contained in the Prospectus. Under no circumstances will the Placement Agent or any of its affiliates be obligated to underwrite or purchase any of the Units Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company's ’s agent and not as principal. The Placement Agent shall not have any authority to bind the Company with respect to any prospective offer to purchase Units Shares, and the Company shall have the sole right to accept offers to purchase Units Shares and may reject any such offer, in whole or in part. The Placement Agent has the right, after discussion with the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation for services rendered by the Placement Agent hereunder, on the Closing Date (as defined below), the Company shall pay or cause to be paid to the Placement Agent shall receive from by wire transfer of immediately available funds to an account or accounts designated by the Company, in the manner provided in Section 6(f)Placement Agent, an aggregate amount equal to five seven percent (5.07.0%) of the gross proceeds received by the Company from the sale of the Units on such Closing Date Shares to Investors (the "“Agency Fee"”). Such amount may be deducted from the payment made by the Investor(s) to the Company and paid directly to the Placement Agent on the Closing Date. The Placement Agent agrees that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agent shall be entitled to receive in connection with the Offering (as hereinafter defined) contemplated hereby. The Placement Agent may allow concessions, or pay commissions, to other dealers participating in the offering of the Shares. (c) The Units Shares are being sold to the Investors at a price of $1.73 1.00 per unit share (the "“Purchase Price"”) as set forth on the cover page of the Prospectus (as defined below). The purchases of Units Shares by the Investors shall be evidenced by the execution of the Subscription Agreements Purchase Agreement by each of the parties thereto thereto. In addition, ▇▇▇▇▇-▇▇▇▇▇▇ will act as a placement agent on a commercially reasonable efforts basis on the same terms set forth in Section 1(a) hereof with respect to the sale to Investors of warrants (the “Warrants”) to purchase 0.6 Shares of Common Stock for every one Share of Common Stock purchased in the Offering. The offer and sale of the Warrants will be made in a private placement that meets the requirements of Rule 506 of Regulation D promulgated under the Securities Act (as defined below) pursuant to a certain warrant purchase agreement in a form attached hereto as Exhibit A.mutually agreed upon by the Company and ▇▇▇▇▇-▇▇▇▇▇▇. (d) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase shares of the Common Stock or any securities convertible into Common Stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereofhereof or are granted in the ordinary course to directors, officers or employees of the Company under the Company’s equity incentive plans) otherwise than through the Placement Agent in accordance herewith. (e) No Units Shares which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements Purchase Agreement shall be deemed to have been purchased and paid for, or sold by the Company, until such Units Shares shall have been delivered to the Investor purchasing such Units Shares against payment therefor by such Investor. If the Company shall default in its obligations to deliver Units Shares to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of the default by the Company in accordance with the procedures set forth in Section 6(c) hereof. (f) Payment of the purchase price for, and delivery of the Units Shares shall be made at a closing (the "“Closing"”) at the offices of Bracewell & ▇▇▇▇▇▇▇▇ LLP, counsel for the Placement Agent, located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, at 11:00 a.m., New York City time, on November 16, 2009 or at such other time and date as the Placement Agent and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) (such date of payment and delivery being herein referred to as the "“Closing Date"”). Unless otherwise specified in the applicable Subscription Purchase Agreement, the Units Shares will be settled (i) through the facilities of The Depository Trust Company's ’s DWAC system or (ii) The Depository Trust Company's delivery versus system. Subject to the terms hereof, payment (DVP) settlement service. Payment of the purchase price for the Units Shares shall be made to the Company in the manner set forth in the applicable Subscription Agreement below by Federal Funds wire transfer, against delivery of the Units Shares to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agent may request at least one business day before the Closing Date. Payment of the purchase price for the Units Shares to be purchased by Investors shall be made pursuant by such Investors to instructions contained in Alerus Financial, as escrow agent (the Subscription Agreement. Prior “Escrow Agent”), subject to the Closingterms and conditions set forth in that certain escrow agreement by and among the Company, each such Investor shall deposit with (i) the Company or (ii) Escrow Agent and the applicable Placement Agent, pursuant to the Subscription Agreement, an amount Agent (the "Purchase Amount") equal to the product of (x) the number of Units such Investor has agreed to purchase and (y) the Purchase Price“Escrow Agreement”). The aggregate of all such Purchase Amounts is herein referred to as the "Purchase Funds." Subject to the terms and conditions hereof and of the Subscription Agreements, the Placement Agent shallhereof, on the Closing Date, deliver to the Company, by Federal Funds wire transfer, the Purchase Funds so held by the Placement Agent, reduced by an amount equal to the sum of the aggregate Agency Fee payable Company shall pay to the Placement Agent and the Placement Agent's bona fide estimate of the amount, if any, amount of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. At least one day prior to the Closing Date, the Placement Agent shall submit to the Company its bona fide estimate of the amount, if any, amount of expenses for which the Placement Agent it is entitled to reimbursement pursuant hereto. As soon as reasonably practicable after the Closing Date, the Placement Agent shall submit to the Company its expense reimbursement invoice and the Company or the Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty days after of receipt of such invoice. The Company shall remit to the Placement Agent any remaining Agency Fees or any Placement Agent's expenses for which the Placement Agent is entitled to reimbursementinvoices.

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby engages authorizes the Placement AgentAgent to act as its exclusive agent in connection with the issuance and sale by the Company of the Notes (the “Offering”) to the Investors, and the Placement Agent hereby agrees, as the exclusive agent of the Company, to, on a to use its commercially reasonable best efforts basis, to solicit offers to purchase Units all or part of the Notes from the Company on upon the terms and subject to the conditions set forth in the Subscription Agreements and Prospectus (as defined below). The Placement Agent shall use make commercially reasonable best efforts to assist the Company in obtaining performance by each Investor whose offer to purchase the Units was Notes has been solicited by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will shall the Placement Agent or any of its affiliates be obligated to underwrite or purchase any of the Units Notes for its their own account accounts or otherwise provide any financing. The Placement Agent shall act solely as the Company's ’s agent and not as principal. The Placement Agent shall not have any no authority to bind the Company with respect to any prospective offer to purchase Units Notes and the Company shall have the sole right to accept offers to purchase Units Notes and may reject any such offer, in whole or in part. The Notwithstanding the foregoing, it is understood and agreed that the Placement Agent has and its affiliates may, solely at their discretion and without any obligation to do so, purchase Notes as principals; provided, however, that any such purchase by the right, after discussion Placement Agent (or its affiliates) shall be fully disclosed to the Company and approved by the Company in accordance with the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreementpreceding sentence. (b) As compensation for services rendered by the Placement Agent hereunderrendered, on the Closing Date (as defined below)Date, the Company shall pay or cause to be paid to the Placement Agent shall receive from the Company, in the manner provided in Section 6(f), an aggregate amount equal to five six percent (5.06%) of the gross proceeds received by the Company from the its sale of the Units Notes on such Closing Date (the "“Agency Fee"”). The Agency Fee shall be payable as follows: (i) two-sixths (2/6) of the fee shall be payable in shares of our common stock valued at $3.00 per share, which equals 53,333 shares of our common stock (assuming the purchase of all of the Notes we are offering) and (ii) four-sixths (4/6) of the fee shall be payable by wire transfer of immediately available funds to an account or accounts designated by the placement agent. If the Offering contemplated hereby is completed, the Placement Agent agrees that the foregoing compensation, together with any expense reimbursement payable hereunder, compensation constitutes all of the compensation that the Placement Agent shall be entitled to receive in connection with the Offering contemplated hereby. (c) The Units are being sold to the Investors at a price of $1.73 per unit (the "Purchase Price") as set forth on the cover page of the Prospectus (as defined below). The purchases of Units Notes by the Investors shall be evidenced by the execution of the Subscription Agreements by each of the parties thereto in the form attached hereto as Exhibit A.thereto. (d) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase shares Notes of the Common Stock or any securities convertible into Common Stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) Company otherwise than through the Placement Agent in accordance herewith. (e) No Units which Notes that the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Units Notes shall have been delivered to the Investor purchasing such Units Notes against payment therefor by such Investor. If the Company shall default in its obligations to deliver Units Notes to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of the such default by the Company in accordance with the procedures set forth in Section 6(c) hereofCompany. (f) Payment of the purchase price for, and delivery of of, the Units Notes shall be made at a closing (the "“Closing"”) at the offices of Bracewell ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Placement AgentCompany, located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, at 11:00 10:00 a.m., New York City local time, on November March 16, 2009 or at such other time and date as the Placement Agent and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (such date of payment and delivery being herein referred to as the "“Closing Date"”). Unless otherwise specified in The Company, the applicable Subscription Placement Agent and The Bank of New York Mellon, as escrow agent (the “Escrow Agent”), has entered into an escrow agreement, dated as of October 9, 2008, as amended on March 12, 2009 (the “Escrow Agreement”) pursuant to which an escrow account will be established, at the Company’s expense, for the benefit of the Company and the Investors (the “Escrow Account”). Subject to the terms hereof and of the Escrow Agreement, the Units will be settled (i) through the facilities of The Depository Trust Company's DWAC system or (ii) The Depository Trust Company's delivery versus payment (DVP) settlement service. Payment of the purchase price for the Units Notes shall be made to the Company in the manner set forth in the applicable Subscription Agreement below by Federal Funds wire transfer, transfer against delivery of the Units Notes to such persons persons, and the Notes shall be registered in the name or names and shall be in such denominations as the Placement Agent may request at least one business day before the Closing Date. Payment of the purchase price for the Units Notes to be purchased by Investors shall be made pursuant by such Investors directly to instructions contained the Escrow Agent by depositing such amount into the Escrow Account and the Escrow Agent shall hold such purchase price in escrow in accordance with the Subscription Escrow Agreement. Prior The Company shall cause the Trustee under the Company’s subordinated indenture, The Bank of New York Mellon (the “Trustee”), to deliver the Closing, Notes to be issued to each such Investor shall deposit with (i) the Company or (ii) the applicable Placement Agent, pursuant to the Subscription Agreement, an amount (the "Purchase Amount") equal to the product of (x) the number of Units such Investor has agreed to purchase and (y) the Purchase PriceInvestor. The aggregate of all such Purchase Amounts is herein referred to as the "Purchase Funds." Subject to the terms and conditions hereof and of the Subscription AgreementsAgreements and the Escrow Agreement, the Placement Escrow Agent shall, on the Closing Date, deliver to the Company, by Federal Funds wire transfer, the Purchase Funds aggregate purchase price so held by the Placement Agentin escrow, reduced by an amount equal to the sum of the aggregate Agency Fee payable in cash to the Placement Agent Agent, and to each of the Investors the Notes purchased by such Investor. Each of the Company and the Placement Agent's bona fide estimate of Agent hereby agree to deliver to the amount, if any, of expenses for which Escrow Agent joint instructions as contemplated by the Placement Agent is entitled to reimbursement pursuant hereto. At Escrow Agreement at least one day prior to the Closing Date. (g) With respect to any Investor that is a registered investment company and is not settling its purchase of Notes pursuant to Section 1(f) above, the Placement Agent shall submit to the Company its bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. As soon as reasonably practicable after on or before the Closing Date, the Placement Agent Company shall submit cause the Trustee to deliver the Notes purchased by such Investor to the Company its expense reimbursement invoice account and/or at the address designated by such Investor, and the Company or the Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty days after upon receipt by such Investor of such invoice. The Company Notes, such Investor shall remit wire, in immediately available funds, the Purchase Amount for such Notes to an account designated by the Placement Agent any remaining Agency Fees or any Placement Agent's expenses for which the Placement Agent is entitled to reimbursementCompany.

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby engages the Placement Agent, as the exclusive agent of the CompanyCompany concerning a potential private placement (the “Private Placement”), to, on a commercially reasonable best efforts basis, solicit offers to purchase Units the Preferred Stock from the Company on the terms and subject to the conditions set forth in the Subscription Agreements Purchase Agreement and Prospectus Private Placement Documents (as defined below). In undertaking this assignment, the Placement Agent will, among other things, identify potential investors (the “Potential Investors”). The Placement Agent is permitted to engage selected dealers and co-agents in performing the services hereunder. The Placement Agent is authorized on behalf of the Company to use and distribute copies of any documents provided to the Placement Agent or Potential Investors in connection with the Private Placement, including SEC Documents, the Certificate of Designation, Preferences, Rights and Limitations of Series C Convertible Preferred Stock in the form of Exhibit A attached to the Purchase Agreement, the Registration Rights Agreement, in the form attached to the Purchase Agreement as Exhibit B (collectively, the “Private Placement Documents”) in connection with the sale of the Securities as, and to the extent, permitted by federal and applicable state securities laws. The Private Placement Documents do not contain any material, non-public information regarding the Company. The Placement Agent shall use commercially reasonable best efforts to assist the Company in obtaining performance by each Investor whose offer to purchase the Units Preferred Stock was solicited by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. In connection with its commercially reasonable efforts to solicit offers to purchase the Preferred Stock, the Placement Agent shall only communicate information regarding the Company to potential purchasers of the Preferred Stock that is consistent with the information contained in the Private Placement Documents. Under no circumstances will the Placement Agent or any of its affiliates be obligated to underwrite or purchase any of the Units Preferred Stock for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company's ’s agent and not as principal. The Placement Agent shall not have any authority to bind the Company with respect to any prospective offer to purchase Units Preferred Stock, and the Company shall have the sole right to accept offers to purchase Units Preferred Stock and may reject any such offer, in whole or in part. The Placement Agent has the right, after discussion with the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation for services rendered by the Placement Agent hereunder, on the Closing Date (as defined below), the Company shall pay or cause to be paid to the Placement Agent shall receive from by wire transfer of immediately available funds to an account or accounts designated by the Company, in the manner provided in Section 6(f)Placement Agent, an aggregate amount equal to five percent (5.0%) 8.0% of the gross proceeds received by the Company from the sale of the Units on such Closing Date Preferred Stock to Investors (the "“Agency Fee"”). Such amount may be deducted from the payment made by the Investor(s) to the Company and paid directly to the Placement Agent on the Closing Date. The Placement Agent agrees that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agent shall be entitled to receive in connection with the Offering contemplated hereby. The Placement Agent may allow concessions, or pay commissions, to other dealers participating in the offering of the Preferred Stock. (c) The Units are Preferred Stock is being sold to the Investors at a price of $1.73 10,000 per unit share (the "“Purchase Price") as set forth on the cover page of the Prospectus (as defined below”). The purchases of Units Preferred Stock by the Investors shall be evidenced by the execution of the Subscription Agreements Purchase Agreement by each of the parties thereto in the form attached hereto as Exhibit A.thereto. (d) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase shares of the Common Stock or any securities convertible into Common Stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereofhereof or are granted in the ordinary course to directors, officers or employees of the Company under the Company’s equity incentive plans) otherwise than through the Placement Agent in accordance herewith. (e) No Units which Preferred Stock that the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements Purchase Agreement shall be deemed to have been purchased and paid for, or sold by the Company, until such Units Preferred Stock shall have been delivered to the Investor purchasing such Units Preferred Stock against payment therefor by such Investor. If the Company shall default in its obligations to deliver Units Preferred Stock to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of the default by the Company in accordance with the procedures set forth in Section 6(c) hereof. (f) Payment of the purchase price for, and delivery of the Units Preferred Stock shall be made at a closing (the "“Closing"”) at the offices of Bracewell & ▇▇▇▇▇▇▇▇ LLP, counsel for the Placement Agent, located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, at 11:00 a.m., New York City time, on November 16, 2009 or at such other time and date as the Placement Agent and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) (such date of payment and delivery being herein referred to as the "“Closing Date"”). Unless otherwise specified in Subject to the applicable Subscription Agreementterms hereof, the Units will be settled (i) through the facilities of The Depository Trust Company's DWAC system or (ii) The Depository Trust Company's delivery versus payment (DVP) settlement service. Payment of the purchase price for the Units Preferred Stock shall be made to the Company in the manner set forth in the applicable Subscription Agreement below by Federal Funds wire transfer, against delivery of the Units Preferred Stock to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agent may request at least one business day before the Closing Date. Payment of the purchase price for the Units Preferred Stock to be purchased by Investors shall be made pursuant by such Investors to instructions contained the Escrow Agent, as defined in the Subscription Agreement. Prior Purchase Agreement for disbursement to the Closing, each such Investor shall deposit with (i) Company on the Company or (ii) the applicable Placement Agent, pursuant to the Subscription Agreement, an amount (the "Purchase Amount") equal to the product of (x) the number of Units such Investor has agreed to purchase and (y) the Purchase PriceClosing Date. The aggregate of all such Purchase Amounts is herein referred to as the "Purchase Funds." Subject to the terms and conditions hereof and of the Subscription Agreements, the Placement Agent shallhereof, on the Closing Date, deliver to the Company, by Federal Funds wire transfer, the Purchase Funds so held by the Placement Agent, reduced by an amount equal to the sum of the aggregate Agency Fee payable Company shall pay to the Placement Agent and the Placement Agent's bona fide estimate of the amount, if any, amount of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. At least one day prior to the Closing Date, the Placement Agent shall submit to the Company its bona fide estimate of the amount, if any, amount of expenses for which the Placement Agent it is entitled to reimbursement pursuant hereto. As soon as reasonably practicable after the Closing Date, the Placement Agent shall submit to the Company its expense reimbursement invoice and the Company or the Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty days after of receipt of such invoice. The Company shall remit to the Placement Agent any remaining Agency Fees or any Placement Agent's expenses for which the Placement Agent is entitled to reimbursementinvoices.

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby engages the Placement AgentAgent to act as its exclusive placement agent in connection with the offer and sale by the Company of Securities to the Investors. The Placement Agent ▇▇▇▇▇▇ agrees, as the exclusive agent of the Company, to, on a commercially reasonable to use its best efforts basis, to solicit offers to purchase Units the Securities from the Company on upon the terms and subject to the conditions set forth in the Subscription Agreements and Prospectus (as defined below)Prospectus. The Placement Agent shall use commercially reasonable best efforts to assist the Company in obtaining performance by each Investor whose offer to purchase the Units was solicited by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent or any of its affiliates be obligated to underwrite or purchase any of the Units for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company's agent and not as principal. The Placement Agent shall not have any authority to bind the Company with respect to any prospective offer to purchase Units and the Company shall have the sole right to accept offers to purchase Units and may reject any such offer, in whole or in part. The Placement Agent has the right, after discussion with the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation for services rendered by the Placement Agent hereunder, on the Closing Date (as defined below), the Placement Agent shall receive from the Company, in the manner provided in Section 6(f), an aggregate amount equal to five percent (5.0%) of the gross proceeds received by the Company from the sale of the Units on such Closing Date (the "Agency Fee"). The Placement Agent agrees that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agent shall be entitled to receive in connection with the Offering contemplated hereby. (c) The Units are being sold to the Investors at a price of $1.73 per unit (the "Purchase Price") as set forth on the cover page of the Prospectus (as defined below). The purchases of Units by the Investors shall be evidenced by the execution of the Subscription Agreements by each of the parties thereto in the form attached hereto as Exhibit A. (d) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing DateDate (as defined below), the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase shares of the Common Stock or any securities convertible into Common Stock Securities (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agent in accordance herewith. (eb) Upon the occurrence of the Closing (as defined below), as compensation for services rendered, the Company shall pay to the Placement Agent an aggregate of six percent (6.0%) of the gross proceeds received by the Company from its sale of the Securities (the “Placement Fee”); provided, that the total amount of the Placement Fee paid to the Placement Agent shall be reduced by $112,509 and the Company shall pay $112,509 to Taglich Brothers, Inc. as full compensation for its services as financial advisor to the Company in connection with the offering of the Securities. The Company expressly acknowledges and agrees that the Placement Agent’s obligations hereunder are on a best efforts basis and this Agreement shall not give rise to a commitment by the Placement Agent or any of its affiliates to underwrite or purchase any of the Securities or otherwise provide any financing, and the Placement Agent shall have no authority to bind the Company in respect of the sale of any Securities. The sale of the Securities shall be made pursuant to subscription agreements in the form included as Exhibit A hereto (the “Subscription Agreements”). The Placement Agent shall communicate to the Company each reasonable offer or indication of interest received by it to purchase Securities. The Company shall have the sole right to accept offers to purchase the Securities and may, at the Company’s sole discretion, reject any such offer in whole or in part, and, except as set forth in the following proviso and in Section 4 hereof, in no event shall fees be payable by the Company on any proposed purchase that is rejected for any reason or that otherwise does not close for any reason; provided, however, that if at any time prior to June 30, 2008 the Company shall sell securities, or enter into an agreement to sell securities that subsequently results in the consummation of the sale of securities, to any person whose offer or indication of interest to purchase Securities in this Offering was rejected, in whole or in part, by the Company or whose purchase of Securities in this Offering did not close for any reason, then the Company shall pay to the Placement Agent in cash at the time such subsequent sale is completed an aggregate of six percent (6.0%) of the gross proceeds received by the Company from any such subsequent sale of securities . Notwithstanding the foregoing, it is understood and agreed that the Placement Agent or any of its affiliates may, solely at its discretion and without any obligation to do so, purchase Securities as principal; provided, however, that any such purchases by the Placement Agent (or its affiliates) shall be fully disclosed to the Company and approved by the Company in accordance with the previous sentence. (c) Concurrently with the execution and delivery of this Agreement, the Company, the Placement Agent and ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, as escrow agent (the “Escrow Agent”), shall enter into an escrow agreement (the “Escrow Agreement”), pursuant to which an escrow account (the “Escrow Account”) will be established for the benefit of the Company and the Investors. Prior to the Closing, each such Investor shall deposit into the Escrow Account an amount equal to the product of (x) the number of Securities such Investor has agreed to purchase and (y) the purchase price per unit of Securities as set forth on the cover page of the Prospectus (the “Purchase Amount”). The aggregate of all such Purchase Amounts deposited by all of the Investors is herein referred to as the “Escrow Funds.” On the Closing Date, the Company and the Placement Agent shall cause the Escrow Agent to disburse the Escrow Funds to the Company and the Placement Agent as provided in the Escrow Agreement and the Company shall, or shall cause its transfer agent to, deliver the Securities purchased by such Investors. (d) Payment of the purchase price for, and delivery of, the Securities shall be made at a closing (the “Closing”) at the offices of DLA Piper US LLP, counsel for the Company, located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., local time, on the third or fourth business day (as permitted under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (collectively with the rules and regulations promulgated thereunder, the “Exchange Act”)), after the determination of the public offering price of the Securities (such date of payment and delivery being herein called the “Closing Date”). All such actions taken at the Closing shall be deemed to have occurred simultaneously. No Units Securities which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid forfor by an Investor, or sold by the Company, until such Units Securities shall have been delivered to the such Investor purchasing such Units against payment therefor by such Investor. If the Company shall default in its obligations to deliver Units Securities to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, claim or damage or liability directly or indirectly arising from or as a result of the such default by the Company in accordance with the procedures set forth in Section 6(c) hereofCompany. (f) Payment of the purchase price for, and delivery of the Units shall be made at a closing (the "Closing") at the offices of Bracewell & ▇▇▇▇▇▇▇▇ LLP, counsel for the Placement Agent, located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, at 11:00 a.m., New York City time, on November 16, 2009 or at such other time and date as the Placement Agent and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (such date of payment and delivery being herein referred to as the "Closing Date"). Unless otherwise specified in the applicable Subscription Agreement, the Units will be settled (i) through the facilities of The Depository Trust Company's DWAC system or (iie) The Depository Trust Company's delivery versus payment (DVP) settlement service. Payment of the purchase price for the Units shall be made in the manner set forth in the applicable Subscription Agreement by Federal Funds wire transfer, against delivery of the Units to such persons and Securities shall be registered in the name or such names and shall be in such denominations as the Placement Agent may shall request by written notice delivered to the Company at least one two (2) business day before the Closing Date. Payment of the purchase price for the Units to be purchased by Investors shall be made pursuant to instructions contained in the Subscription Agreement. Prior to the Closing, each such Investor shall deposit with (i) the Company or (ii) the applicable Placement Agent, pursuant to the Subscription Agreement, an amount (the "Purchase Amount") equal to the product of (x) the number of Units such Investor has agreed to purchase and (y) the Purchase Price. The aggregate of all such Purchase Amounts is herein referred to as the "Purchase Funds." Subject to the terms and conditions hereof and of the Subscription Agreements, the Placement Agent shall, on the Closing Date, deliver to the Company, by Federal Funds wire transfer, the Purchase Funds so held by the Placement Agent, reduced by an amount equal to the sum of the aggregate Agency Fee payable to the Placement Agent and the Placement Agent's bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. At least one day days prior to the Closing Date, the Placement Agent Date and as shall submit have been agreed to by the Company its bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled pursuant to reimbursement pursuant hereto. As soon as reasonably practicable after the Closing Date, the Placement Agent shall submit to the Company its expense reimbursement invoice and the Company or the Placement Agent, as applicable, shall make any necessary reconciling payment(sSection 1(b) within thirty days after receipt of such invoice. The Company shall remit to the Placement Agent any remaining Agency Fees or any Placement Agent's expenses for which the Placement Agent is entitled to reimbursementhereof.

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby engages the Placement Agent, as the exclusive agent of the Company, to, on a commercially reasonable best efforts basis, solicit offers to purchase Units Securities from the Company on the terms and subject to the conditions set forth in the Subscription Agreements and Prospectus (as defined below). The Placement Agent shall use commercially reasonable best efforts to assist the Company in obtaining performance by each Investor whose offer to purchase the Units Securities was solicited by the such Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent or any of its affiliates be obligated to underwrite or purchase any of the Units Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company's ’s agent and not as principal. The Placement Agent shall not have any no authority to bind the Company with respect to any prospective offer to purchase Units Securities and the Company shall have the sole right to accept offers to purchase Units Securities and may reject any such offer, in whole or in part. The Notwithstanding the foregoing, it is understood and agreed that the Placement Agent has the right(or its affiliates) may, after discussion with the Companysolely in its discretion and without any obligation to do so, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this AgreementSecurities as principal. (b) As compensation for services rendered by the Placement Agent hereunder, on the Closing Date (as defined below), the Company shall pay or cause to be paid by the Investor to the Placement Agent shall receive from by wire transfer of immediately available funds to an account or accounts designated by the Company, in the manner provided in Section 6(f)Placement Agent, an aggregate amount equal to five seven percent (5.07.0%) of the gross proceeds received by the Company from the its sale of the Units Securities on such Closing Date (the "“Agency Fee"”). Such gross purchase price does not include any consideration that may be paid to the Company in the future upon exercise of the Warrants. The Placement Agent agrees that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the cash compensation that the such Placement Agent shall be entitled to receive in connection with the Offering contemplated hereby. (c) The Units Securities are being sold to the Investors at a price of $1.73 3.45 per unit (the "“Purchase Price"”) as set forth on the cover page of the Prospectus (as defined below). The purchases of Units Securities by the Investors shall be evidenced by the execution of the Subscription Agreements by each of the parties thereto in the form attached hereto as Exhibit A. (d) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase shares Securities of the Common Stock or any securities convertible into Common Stock Company (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agent in accordance herewith. (e) No Units Securities which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Units Securities shall have been delivered to the Investor purchasing such Units Securities against payment therefor by such Investor. If the Company shall default in its obligations to deliver Units Securities to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of the such default by the Company in accordance with the procedures set forth in Section 6(c) hereof. (f) Payment of the purchase price for, and delivery of the Units Securities shall be made at a closing (the "“Closing"”) at the offices of Bracewell & H▇▇▇▇▇ H▇▇▇▇▇▇ & R▇▇▇ LLP, counsel for the Placement AgentCompany, located at ▇O▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, at 11:00 10:00 a.m., New York City local time, on November 16June 15, 2009 or at such other time and date as the Placement Agent and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the "“Exchange Act") (such Act”)(such date of payment and delivery being herein referred to as the "“Closing Date"”). Unless otherwise specified in the applicable Subscription Agreement, the Units The Shares will be settled (i) through the facilities of The Depository Trust Company's ’s DWAC system or (ii) and the Warrants will be issued in registered physical form. The Depository Trust Company's delivery versus Placement Agent shall facilitate the payment (DVP) settlement service. Payment of the purchase price for the Units shall be made in Securities directly to the manner set forth in the applicable Subscription Agreement Company by Federal Funds wire transfertransfer from one or more accounts of the Investors maintained by the Placement Agent, against delivery of the Units Securities to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agent may request at least one business day before the Closing Date. Payment of the purchase price for the Units to be purchased by Investors shall be made pursuant to instructions contained in the Subscription Agreement. Prior to the Closing, each such Investor shall deposit with (i) the Company or (ii) the applicable Placement Agent, pursuant to the Subscription Agreement, an amount (the "Purchase Amount") equal to the product of (x) the number of Units such Investor has agreed to purchase and (y) the Purchase Price. The aggregate of all such Purchase Amounts is herein referred to as the "Purchase Funds." Subject to the terms and conditions hereof and of the Subscription Agreements, the Placement Agent shall, on the Closing Date, deliver to the Company, by Federal Funds wire transfer, the Purchase Funds so held by the Placement Agent, reduced by an amount equal to the sum of the aggregate Agency Fee payable to the Placement Agent and the Placement Agent's bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. At least one business day prior to the Closing Date, the Placement Agent shall submit to the Company its bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. As soon as reasonably practicable after the Closing Date, the Placement Agent shall submit to the Company its expense reimbursement invoice and the Company or the Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty days after receipt of such invoice. The Company shall remit to the Placement Agent any remaining Agency Fees or any Placement Agent's expenses for which the Placement Agent is entitled to reimbursement.pursuant to

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby engages the Placement Agent, as the exclusive agent of the Company, to, on a commercially reasonable best efforts basis, solicit offers to purchase Units the Securities from the Company on the terms and subject to the conditions set forth in the Subscription Purchase Agreements and Prospectus (as defined below). The Placement Agent shall use commercially reasonable best efforts to assist the Company in obtaining performance by each Investor whose offer to purchase the Units Securities was solicited by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. In connection with its commercially reasonable efforts to solicit offers to purchase the Securities, the Placement Agent shall only communicate information regarding the Company to potential purchasers of the Securities that is consistent with the information contained in the Prospectus. Under no circumstances will the Placement Agent or any of its affiliates be obligated to underwrite or purchase any of the Units Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company's ’s agent and not as principal. The No Placement Agent shall not have any authority to bind the Company with respect to any prospective offer to purchase Units Securities , and the Company shall have the sole right to accept offers to purchase Units Securities and may reject any such offer, in whole or in part. The Placement Agent has the right, after discussion with in its discretion, without notice to the Company, to reject any offer to purchase Units Securities received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation for services rendered by the Placement Agent hereunder, on the Closing Date (as defined below), the Company shall pay or cause to be paid to the Placement Agent shall receive from by wire transfer of immediately available funds to an account or accounts designated by the Company, in the manner provided in Section 6(f)Placement Agent, an aggregate amount equal to five percent (5.0%) 6% of the gross proceeds received by the Company from the sale of the Units on such Closing Date Securities to Investors (the "“Agency Fee"”). Such amounts may be deducted from the payment made by the Investor(s) to the Company and paid directly to the Placement Agent on the Closing Date. As compensation for services rendered by the Placement Agent hereunder, on the Closing Date, the Company shall sell to the Placement Agent, for an aggregate purchase price of $50, warrants (the “Agent’s Warrants”) to purchase 86,071.45 shares of Common Stock in substantially the form attached hereto as Exhibit A. The Agent’s Warrants and the shares acquirable upon exercise thereof will be subject to the restrictions provided for under FINRA Rule 5110(g)(1). The Placement Agent agrees that may allow concessions, or pay commissions, to other dealers participating in the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all offering of the compensation that the Placement Agent shall be entitled to receive in connection with the Offering contemplated herebySecurities. (c) The Units Shares are being sold to the Investors at a price of $1.73 1.75 per unit (the "Purchase Price") share as set forth on the cover page of the Prospectus (as defined below)) and the Warrants are being sold to the Investors at a price of $0.0000001 per warrant. The purchases of Units Shares and Warrants by the Investors shall be evidenced by the execution of the Subscription Purchase Agreements by each of the parties thereto in the form attached hereto as Exhibit A.B. (d) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase shares of the Common Stock or any securities convertible into Common Stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereofhereof or are granted in the ordinary course to directors, officers or employees of the Company under the Company’s equity incentive plans) otherwise than through the Placement Agent in accordance herewith. (e) No Units Securities which the Company has agreed to sell pursuant to this Agreement and the Subscription Purchase Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Units Securities shall have been delivered to the Investor purchasing such Units Securities against payment therefor by such Investor. If the Company shall default in its obligations to deliver Units Securities to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of the default by the Company in accordance with the procedures set forth in Section 6(c) hereof. (f) Payment of the purchase price for, and delivery of the Units Securities shall be made at a closing (the "“Closing"”) at the offices of Bracewell & ▇▇▇▇▇▇▇▇ LLP, counsel for the Placement Agent, located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, at 11:00 a.m., New York City time, on November 16, 2009 or at such other a time and date as the Placement Agent and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) (such date of payment and delivery being herein referred to as the "“Closing Date"”). Unless otherwise specified in the applicable Subscription AgreementPurchase Agreements, the Units Securities will be settled (i) through the facilities of The Depository Trust Company's ’s DWAC system or (ii) The Depository Trust Company's delivery versus system. Subject to the terms hereof, payment (DVP) settlement service. Payment of the purchase price for the Units Securities shall be made to the Company in the manner set forth in the applicable Subscription Agreement below by Federal Funds wire transfer, against delivery of the Units Securities to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agent may request at least one business day before the Closing Date. Payment of the purchase price for the Units Securities to be purchased by Investors shall be made pursuant to instructions contained in the Subscription Agreement. Prior by such Investors directly to the Closing, each such Investor shall deposit with (i) the Company or (ii) the applicable Placement Agent, pursuant to the Subscription Agreement, an amount (the "Purchase Amount") equal to the product of (x) the number of Units such Investor has agreed to purchase and (y) the Purchase PriceCompany. The aggregate of all such Purchase Amounts is herein referred to as the "Purchase Funds." Subject to the terms and conditions hereof and of the Subscription Agreements, the Placement Agent shallhereof, on the Closing Date, deliver to the Company, by Federal Funds wire transfer, the Purchase Funds so held by the Placement Agent, reduced by an amount equal to the sum of the aggregate Agency Fee payable Company shall pay to the Placement Agent and the Placement Agent's bona fide estimate of the amount, if any, amount of expenses for which the each such Placement Agent is entitled to reimbursement pursuant hereto. At least one day prior to the Closing Date, the Placement Agent shall submit to the Company its bona fide estimate of the amount, if any, amount of expenses for which the Placement Agent it is entitled to reimbursement pursuant hereto. As soon as reasonably practicable after the Closing Date, the Placement Agent shall submit to the Company its expense reimbursement invoice and the Company or the such Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty days after of receipt of such invoiceinvoices. The Company shall remit Warrants will be physically delivered to the Placement Agent any remaining Agency Fees or any Placement Agent's expenses for which the Placement Agent is entitled to reimbursementInvestors.

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby engages the Placement AgentAgent to act as its exclusive placement agent in connection with the issuance and sale by the Company of the Securities to the Investors and the Placement Agent hereby agrees, as the exclusive agent of the Company, to, on a commercially reasonable to use its best efforts basis, to solicit offers to purchase Units the Securities from the Company on upon the terms and subject to the conditions set forth in the Subscription Agreements and Prospectus Prospectus. Upon the occurrence of the Closing (as defined belowhereinafter defined). The Placement Agent shall use commercially reasonable best efforts to assist , the Company in obtaining performance shall pay to the Placement Agent, by each Investor whose offer wire transfer of immediately available funds payable to purchase the Units was solicited order of the Placement Agent, to an account designated by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent or any of its affiliates be obligated to underwrite or purchase any of the Units for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company's agent and not as principal. The Placement Agent shall not have any authority to bind the Company with respect to any prospective offer to purchase Units and the Company shall have the sole right to accept offers to purchase Units and may reject any such offer, in whole or in part. The Placement Agent has the right, after discussion with the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation for services rendered by the Placement Agent hereunder, on the Closing Date (as defined below), the Placement Agent shall receive from the Company, in the manner provided in Section 6(f)Agent, an aggregate amount equal to five of seven percent (5.07.0%) of the gross proceeds received by the Company from the its sale of the Units on such Closing Date Securities (the "Agency “Placement Fee"”). The Placement Agent agrees that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agent shall be entitled to receive in connection with the Offering contemplated hereby. (c) The Units are being sold to the Investors at a price of $1.73 per unit (the "Purchase Price") as set forth on the cover page of the Prospectus (as defined below). The purchases of Units by the Investors shall be evidenced by the execution of the Subscription Agreements by each of the parties thereto in the form attached hereto as Exhibit A. (d) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing DateDate (as hereinafter defined), the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase shares of the Common Stock or any securities convertible into Common Stock Securities (other than pursuant to the exercise of options or warrants to purchase shares issuance of Common Stock that are upon exercise of stock options and warrants disclosed as outstanding at in the date hereofRegistration Statement and the Prospectus and the grant or issuance of stock options or shares under existing equity compensation plans or stock purchase plans described in the Registration Statement or the Prospectus) otherwise than through the Placement Agent in accordance herewith. (eb) No Units The Company expressly acknowledges and agrees that the Placement Agent’s obligations hereunder are on a best efforts basis and this Agreement shall not give rise to a commitment by the Placement Agent or any of its affiliates to underwrite or purchase any of the Securities or otherwise provide any financing, and the Placement Agent shall have no authority to (and agrees not to purport to) bind the Company in respect of the sale of any of the Securities. The sale of the Securities shall be made pursuant to a securities purchase agreement to be entered into between the Company and the Investors (the “Purchase Agreement” and together with the Notes and the Warrants, the “Other Transaction Documents”). The Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer in whole or in part in its sole discretion. Notwithstanding the foregoing, it is understood and agreed that the Placement Agent or any of its affiliates may, solely at its discretion and without any obligation to do so, purchase the Securities as principal; provided, however, that any such purchase by the Placement Agent (or its affiliates) shall be fully disclosed to the Company and approved by the Company in accordance with the previous sentence. (c) Payment of the purchase price for, and delivery of, the Securities shall be made at a closing (the “Closing”) in accordance with, and subject to, the terms of the Purchase Agreement (such date of payment and delivery being herein called the “Closing Date”). All such actions taken at the Closing shall be deemed to have occurred simultaneously. None of the Securities which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements Other Transaction Documents shall be deemed to have been purchased and paid for, or sold by the Company, until such Units Securities shall have been delivered to the Investor purchasing such Units thereof against payment therefor therefore by such Investor. If the Company shall default in its obligations to deliver Units the Securities to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, claim or damage or liability directly or indirectly arising from or as a result of the such default by the Company in accordance with the procedures set forth in Section 6(c) hereofCompany. (f) Payment of the purchase price for, and delivery of the Units shall be made at a closing (the "Closing") at the offices of Bracewell & ▇▇▇▇▇▇▇▇ LLP, counsel for the Placement Agent, located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, at 11:00 a.m., New York City time, on November 16, 2009 or at such other time and date as the Placement Agent and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (such date of payment and delivery being herein referred to as the "Closing Date"). Unless otherwise specified in the applicable Subscription Agreement, the Units will be settled (i) through the facilities of The Depository Trust Company's DWAC system or (ii) The Depository Trust Company's delivery versus payment (DVP) settlement service. Payment of the purchase price for the Units shall be made in the manner set forth in the applicable Subscription Agreement by Federal Funds wire transfer, against delivery of the Units to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agent may request at least one business day before the Closing Date. Payment of the purchase price for the Units to be purchased by Investors shall be made pursuant to instructions contained in the Subscription Agreement. Prior to the Closing, each such Investor shall deposit with (i) the Company or (ii) the applicable Placement Agent, pursuant to the Subscription Agreement, an amount (the "Purchase Amount") equal to the product of (x) the number of Units such Investor has agreed to purchase and (y) the Purchase Price. The aggregate of all such Purchase Amounts is herein referred to as the "Purchase Funds." Subject to the terms and conditions hereof and of the Subscription Agreements, the Placement Agent shall, on the Closing Date, deliver to the Company, by Federal Funds wire transfer, the Purchase Funds so held by the Placement Agent, reduced by an amount equal to the sum of the aggregate Agency Fee payable to the Placement Agent and the Placement Agent's bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. At least one day prior to the Closing Date, the Placement Agent shall submit to the Company its bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. As soon as reasonably practicable after the Closing Date, the Placement Agent shall submit to the Company its expense reimbursement invoice and the Company or the Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty days after receipt of such invoice. The Company shall remit to the Placement Agent any remaining Agency Fees or any Placement Agent's expenses for which the Placement Agent is entitled to reimbursement.

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby engages the Placement Agent, as the exclusive agent of the Company, to, on a commercially reasonable best efforts basis, solicit offers to purchase Units from act as its exclusive placement agent in connection with the Company on the terms offer and subject to the conditions set forth in the Subscription Agreements and Prospectus (as defined below). The Placement Agent shall use commercially reasonable best efforts to assist the Company in obtaining performance by each Investor whose offer to purchase the Units was solicited by the Placement Agent and accepted sale, by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability of Securities to the Company in the event any such purchase is not consummated for any reasonInvestors. Under no circumstances will the Placement Agent or any of its affiliates be obligated to underwrite or purchase any of the Units for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company's agent and not as principal. The Placement Agent shall not have any authority to bind the Company with respect to any prospective offer to purchase Units and the Company shall have the sole right to accept offers to purchase Units and may reject any such offer, in whole or in part. The Placement Agent has the right, after discussion with the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation for services rendered by the Placement Agent hereunder, on the Closing Date (as defined below), the Placement Agent shall receive from the Company, in the manner provided in Section 6(f), an aggregate amount equal to five percent (5.0%) of the gross proceeds received by the Company from the sale of the Units on such Closing Date (the "Agency Fee"). The Placement Agent agrees that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agent shall be entitled to receive in connection with the Offering contemplated hereby. (c) The Units are being sold to the Investors at a price of $1.73 per unit (the "Purchase Price") as set forth on the cover page of the Prospectus (as defined below). The purchases of Units by the Investors shall be evidenced by the execution of the Subscription Agreements by each of the parties thereto in the form attached hereto as Exhibit A. (d) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing DateDate (as defined below), the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase shares Securities of the Common Stock or any securities convertible into Common Stock Company (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agent in accordance herewith. (eb) Upon the occurrence of the Closing (as defined below), the Company shall pay to the Placement Agent an aggregate of seven percent (7.0%) of the gross proceeds received by the Company from its sale of the Securities (the “Placement Fee”). The Company expressly acknowledges and agrees that the Placement Agent’s obligations hereunder are on a best efforts basis and this Agreement shall not give rise to a commitment by the Placement Agent or any of its affiliates to underwrite or purchase any of the Securities or otherwise provide any financing, and the Placement Agent shall have no authority to bind the Company in respect of the sale of any Securities. The sale of the Securities shall be made pursuant to subscription agreements in the form included as Exhibit A hereto (the “Subscription Agreements”). The Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer in whole or in part. Notwithstanding the foregoing, it is understood and agreed that the Placement Agent or any of its affiliates may, solely at its discretion and without any obligation to do so, purchase Securities as principal; provided, however, that any such purchases by the Placement Agent (or its affiliates) shall be fully disclosed to the Company and approved by the Company in accordance with the previous sentence. (c) Concurrently with the execution and delivery of this Agreement, the Company, the Placement Agent and JPMorgan Chase, as escrow agent (the “Escrow Agent”), shall enter into an escrow agreement (the “Escrow Agreement”), pursuant to which an escrow account (the “Escrow Account”) will be established for the benefit of the Company and the Investors. Prior to the Closing, each such Investor shall deposit into the Escrow Account an amount equal to the product of (x) the number of Securities such Investor has agreed to purchase and (y) the purchase price per unit as set forth on the cover page of the Prospectus (the “Purchase Amount”). The aggregate of all such Purchase Amounts is herein referred to as the “Escrow Funds.” On the Closing Date, the Escrow Agent will disburse the Escrow Funds to the Company and the Placement Agent as provided in the Escrow Agreement and the Company shall, or shall cause its transfer agent to, deliver the Securities purchased by such Investors. (d) Payment of the purchase price for, and delivery of, the Securities shall be made at a closing (the “Closing”) at the offices of B▇▇▇▇ ▇▇▇▇▇▇▇ B▇▇▇▇▇▇ Israels LLP, counsel for the Company, located at One Financial Center, Boston, Massachusetts, at 10:00 a.m., local time, on the third or fourth business day (as permitted under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (collectively with the rules and regulations promulgated thereunder, the “Exchange Act”)) after the determination of the public offering price of the Securities (such date of payment and delivery being herein called the “Closing Date”). All such actions taken at the Closing shall be deemed to have occurred simultaneously. No Units Securities which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Units Securities shall have been delivered to the Investor purchasing such Units thereof against payment therefor therefore by such Investor. If the Company shall default in its obligations to deliver Units Securities to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, claim or damage or liability directly or indirectly arising from or as a result of the such default by the Company in accordance with the procedures set forth in Section 6(c) hereofCompany. (f) Payment of the purchase price for, and delivery of the Units shall be made at a closing (the "Closing") at the offices of Bracewell & ▇▇▇▇▇▇▇▇ LLP, counsel for the Placement Agent, located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, at 11:00 a.m., New York City time, on November 16, 2009 or at such other time and date as the Placement Agent and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (such date of payment and delivery being herein referred to as the "Closing Date"). Unless otherwise specified in the applicable Subscription Agreement, the Units will be settled (i) through the facilities of The Depository Trust Company's DWAC system or (iie) The Depository Trust Company's delivery versus payment (DVP) settlement service. Payment of the purchase price for the Units shall be made in the manner set forth in the applicable Subscription Agreement by Federal Funds wire transfer, against delivery of the Units to such persons and Securities shall be registered in the name or such names and shall be in such denominations as the Placement Agent may shall request at least one business day before the Closing Date. Payment of the purchase price for the Units to be purchased by Investors shall be made pursuant to instructions contained in the Subscription Agreement. Prior to the Closing, each such Investor shall deposit with (i) the Company or (ii) the applicable Placement Agent, pursuant to the Subscription Agreement, an amount (the "Purchase Amount") equal to the product of (x) the number of Units such Investor has agreed to purchase and (y) the Purchase Price. The aggregate of all such Purchase Amounts is herein referred to as the "Purchase Funds." Subject to the terms and conditions hereof and of the Subscription Agreements, the Placement Agent shall, on the Closing Date, deliver written notice to the Company, by Federal Funds wire transfer, the Purchase Funds so held by the Placement Agent, reduced by an amount equal to the sum of the aggregate Agency Fee payable to the Placement Agent and the Placement Agent's bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. At least one day prior to the Closing Date, the Placement Agent shall submit to the Company its bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. As soon as reasonably practicable after the Closing Date, the Placement Agent shall submit to the Company its expense reimbursement invoice and the Company or the Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty days after receipt of such invoice. The Company shall remit to the Placement Agent any remaining Agency Fees or any Placement Agent's expenses for which the Placement Agent is entitled to reimbursement.

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby engages the Placement AgentAgent to act as its exclusive placement agent in connection with the issuance and sale, by the Company, of Shares to the Investors and the Placement Agent hereby agrees, as the exclusive an agent of the Company, to, on a commercially reasonable to use its best efforts basis, to solicit offers to purchase Units the Shares from the Company on upon the terms and subject to the conditions set forth in the Subscription Agreements and Prospectus (as defined belowhereinafter defined). The Placement Agent shall use commercially reasonable best efforts to assist Upon the occurrence of the Closing (as hereinafter defined), the Company in obtaining performance shall pay to the Placement Agent, by each Investor whose offer wire transfer of immediately available funds payable to purchase the Units was solicited order of the Placement Agent, to an account designated by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent or any of its affiliates be obligated to underwrite or purchase any of the Units for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company's agent and not as principal. The Placement Agent shall not have any authority to bind the Company with respect to any prospective offer to purchase Units and the Company shall have the sole right to accept offers to purchase Units and may reject any such offer, in whole or in part. The Placement Agent has the right, after discussion with the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation for services rendered by the Placement Agent hereunder, on the Closing Date (as defined below), the Placement Agent shall receive from the Company, in the manner provided in Section 6(f)Agent, an aggregate amount equal to five of six and one-half percent (5.06.5%) of the gross proceeds received by the Company at Closing from the its sale of the Units on such Closing Date (the "Agency Fee"). The Placement Agent agrees Shares, provided, however, that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all respect to up to 33.33% of the compensation that aggregate number of Shares sold in the offering to those Investors whose names are set forth on Schedule III attached hereto, the fee to be paid to the Placement Agent shall be entitled to receive in connection with the Offering contemplated hereby. equal three and one-quarter percent (c3.25%) The Units are being sold to the Investors at a price of $1.73 per unit (the "Purchase Price") as set forth on the cover page of the Prospectus (as defined below). The purchases of Units gross proceeds received by the Investors shall be evidenced by the execution Company at Closing from its sale of the Subscription Agreements by each of the parties thereto in the form attached hereto as Exhibit A. (d) such Shares to such Investors. Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing DateDate (as hereinafter defined), the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase shares Shares of the Common Stock or any securities convertible into Common Stock Company (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agent in accordance herewith. (eb) The Company expressly acknowledges and agrees that the Placement Agent’s obligations hereunder are on a best efforts basis and this Agreement shall not give rise to a commitment by the Placement Agent or any of its affiliates to underwrite or purchase any of the Shares or otherwise provide any financing, and the Placement Agent shall have no authority to (and agrees not to purport to) bind the Company in respect of the sale of any Shares. The sale of the Shares shall be made pursuant to the subscription terms in the form included as Exhibit A hereto (the “Subscription Terms”). The Company shall have the sole right to accept offers to purchase the Shares and may reject any such offer in whole or in part, and, except as set forth in Section 4 hereof, in no event shall fees be payable on any proposed purchase which is rejected for any reason or which otherwise does not close for any reason. Notwithstanding the foregoing, it is understood and agreed that the Placement Agent or any of its affiliates may, solely at their discretion and without any obligation to do so, purchase Shares as principals; provided, however, that any such purchases by the Placement Agent (or its affiliates) shall be fully disclosed to the Company and approved by the Company in accordance with the previous sentence. (c) Concurrently with the execution and delivery of this Agreement, the Company, the Placement Agent and ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, as escrow agent (the “Escrow Agent”), shall enter into an escrow agreement (the “Escrow Agreement”), pursuant to which an escrow account (the “Escrow Account”) will be established for the benefit of the Company and the Investors who desire to settle their purchase through the facilities of The Depository Trust Company’s DWAC system. Prior to the Closing Date (as hereinafter defined), each such Investor shall deposit into the Escrow Account an amount equal to the product of (x) the number of Shares such Investor has agreed to purchase and (y) the purchase price per share as set forth on the cover page of the Prospectus (the “Purchase Amount”). The aggregate of all such Purchase Amounts is herein referred to as the “Escrow Funds.” On the Closing Date, the Escrow Agent will disburse the Escrow Funds from the Escrow Account to the Company and the Placement Agent as provided in the Escrow Agreement, and the Company shall cause its transfer agent to deliver the Shares purchased by such Investors, which delivery may be made through the facilities of The Depository Trust Company’s DWAC system. (d) Payment of the purchase price for, and delivery of, the Shares shall be made at a closing (the “Closing”) at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel for the Company, located at ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at 10:00 a.m., Pacific Daylight Time, on the third or fourth business day (as permitted under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (collectively with the rules and regulations promulgated thereunder, the “Exchange Act”)) after the determination of the public offering price of the Shares (such date of payment and delivery being herein called the “Closing Date”). All such actions taken at the Closing shall be deemed to have occurred simultaneously. No Units Shares which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements Terms shall be deemed to have been purchased and paid for, or sold by the Company, until such Units Shares shall have been delivered to the Investor purchasing such Units thereof against payment therefor by such Investor. If the Company shall default in its obligations to deliver Units Shares to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, claim or damage or liability directly or indirectly arising from or as a result of the such default by the Company in accordance with the procedures set forth in Section 6(c) hereofCompany. (fe) Payment Any Investor not settling its purchase of the purchase price for, and delivery of the Units Shares pursuant to Section 1(c) above shall be made at a closing (the "Closing") at the offices of Bracewell & ▇▇▇▇▇▇▇▇ LLP, counsel for deposit its respective Purchase Amount into an account or accounts established with the Placement Agent, located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, at 11:00 a.m., New York City time, on November 16, 2009 or at such other time and date as the Placement Agent and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (such date of payment and delivery being herein referred to as the "Closing Date"). Unless otherwise specified in the applicable Subscription Agreement, the Units will be settled (i) through the facilities of The Depository Trust Company's DWAC system or (ii) The Depository Trust Company's delivery versus payment (DVP) settlement service. Payment of the purchase price for the Units shall be made in the manner set forth in the applicable Subscription Agreement by Federal Funds wire transfer, against delivery of the Units to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agent may request at least one business day before the Closing Date. Payment of the purchase price for the Units to be purchased by Investors shall be made pursuant to instructions contained in the Subscription Agreement. Prior to the Closing, each such Investor shall deposit with (i) the Company or (ii) the applicable Placement Agent, pursuant to the Subscription Agreement, an amount (the "Purchase Amount") equal to the product of (x) the number of Units such Investor has agreed to purchase and (y) the Purchase Price. The aggregate of all such Purchase Amounts is herein referred to as the "Purchase Funds." Subject to the terms and conditions hereof and of the Subscription Agreements, the Placement Agent shall, on the Closing Date, deliver to the Company, by Federal Funds wire transfer, the Purchase Funds so held by the Placement Agent, reduced by an amount equal to the sum of the aggregate Agency Fee payable to the Placement Agent and the Placement Agent's bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. At least one day prior to On the Closing Date, the Placement Agent shall submit shall, with respect to each such Investor, cause the Purchase Amount for such Shares to be wired from such accounts to an account designated by the Company its bona fide estimate of in exchange for the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. As soon as reasonably practicable after the Closing Date, the Placement Agent shall submit to the Company its expense reimbursement invoice and the Company or the Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty days after receipt release of such invoice. The Company shall remit to the Placement Agent any remaining Agency Fees or any Placement Agent's expenses for which the Placement Agent is entitled to reimbursementInvestor’s Shares.

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and but subject to the terms and conditions herein set forth in this Agreement: (a) The Company hereby engages forth, the Placement Agent, Agent agrees to act as the Company’s exclusive placement agent of to assist the Company, to, on a commercially reasonable best efforts basis, solicit offers in connection with the proposed issuance and sale by the Company of the Securities to the Investors. The Company expressly acknowledges and agrees that this Agreement does not in any way constitute a commitment by the Placement Agent to purchase Units from any of the Securities and does not ensure successful placement of the Securities or any portion thereof. The Company shall pay to the Placement Agent concurrently with the Closing (as defined below) 4.8% of the gross purchase price of the Securities, which gross purchase price does not include any consideration that may be paid to the Company on in the terms and subject to future upon exercise of the Warrants (the “Placement Fee”). Upon satisfaction of the conditions set forth in Section 5 hereof, the Subscription Agreements and Prospectus (as defined below). The Placement Agent shall use commercially reasonable best efforts to assist the Company in obtaining performance by each Investor whose offer to purchase the Units was solicited by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent or any of its affiliates be obligated to underwrite or purchase any closing of the Units for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company's agent sale and not as principal. The Placement Agent shall not have any authority to bind the Company with respect to any prospective offer to purchase Units and the Company shall have the sole right to accept offers to purchase Units and may reject any such offer, in whole or in part. The Placement Agent has the right, after discussion with the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation for services rendered by the Placement Agent hereunder, on the Closing Date (as defined below), the Placement Agent shall receive from the Company, in the manner provided in Section 6(f), an aggregate amount equal to five percent (5.0%) issuance of the gross proceeds received by the Company from the sale of the Units on such Closing Date Securities (the "Agency Fee"). The Placement Agent agrees that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agent “Closing”) shall be entitled to receive in connection with the Offering contemplated hereby. (c) The Units are being sold to the Investors at a price of $1.73 per unit (the "Purchase Price") as set forth on the cover page of the Prospectus (as defined below). The purchases of Units by the Investors shall be evidenced by the execution of the Subscription Agreements by each of the parties thereto in the form attached hereto as Exhibit A. (d) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase shares of the Common Stock or any securities convertible into Common Stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agent in accordance herewith. (e) No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Units shall have been delivered to the Investor purchasing such Units against payment therefor by such Investor. If the Company shall default in its obligations to deliver Units to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of the default by the Company in accordance with the procedures set forth in Section 6(c) hereof. (f) Payment of the purchase price for, and delivery of the Units shall be made at a closing (the "Closing") occur at the offices of Bracewell & ▇▇▇W▇▇▇▇▇ LLP, counsel for the Placement Agent, located at L▇▇▇▇▇▇ ▇▇▇▇▇▇ & D▇▇▇▇, LLP, 5▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, or at such other place as may be agreed upon between the Placement Agent and the Company (the “Place of Closing”), at 11:00 10:00 a.m., New York City timeEastern Standard Time, on November 16January 24, 2009 2007, or at such other time and date as the Placement Agent and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934may agree, as amended (the "Exchange Act") (such time and date of payment and delivery being herein referred to as called the "“Closing Date"). Unless otherwise specified in .” Concurrently with the applicable Subscription execution and delivery of this Agreement, the Units Company, the Placement Agent and L▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, as escrow agent (the “Escrow Agent”), shall enter into an escrow agreement (the “Escrow Agreement”), pursuant to which an escrow account (the “Escrow Account”) will be established for the benefit of the Company and the Investors to settle each purchase of the Securities, with the Shares being settled (i) through the facilities of The Depository Trust Company's ’s DWAC system or (ii) The Depository Trust Company's delivery versus payment (DVP) settlement service. Payment of and the purchase price for the Units shall be made Warrants being issued in the manner set forth in the applicable Subscription Agreement by Federal Funds wire transfer, against delivery of the Units to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agent may request at least one business day before the Closing Date. Payment of the purchase price for the Units to be purchased by Investors shall be made pursuant to instructions contained in the Subscription Agreementphysical form. Prior to the ClosingClosing Date, each such Investor shall deposit with (i) into the Company or (ii) the applicable Placement Agent, pursuant to the Subscription Agreement, Escrow Account an amount (the "Purchase Amount") equal to the product of (x) the number of Units Securities such Investor has agreed to purchase and (y) the purchase price per share as set forth on the cover page of the Prospectus (the “Purchase PriceAmount”). The aggregate of all such Purchase Amounts is herein referred to as the "Purchase “Escrow Funds." Subject ” On the Closing Date, upon satisfaction or waiver of all the conditions to Closing, the Escrow Agent will disburse the Escrow Funds from the Escrow Account to the Company and the Placement Agent as provided in the Escrow Agreement, and the Company shall cause the Securities to be delivered to the Investors, which, with respect to the Shares, shall be made through the facilities of The Depository Trust Company’s DWAC system. The Company acknowledges and agrees that the Placement Agent shall act as an independent contractor, and not as a fiduciary, and any duties of the Placement Agent with respect to investment banking services to the Company, including the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering), shall be contractual in nature, as expressly set forth herein, and shall be owed solely to the Company. Each party disclaims any intention to impose any fiduciary or similar duty on the other. Additionally, the Placement Agent has not advised, nor is advising, the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the transactions contemplated hereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Placement Agent shall have no responsibility or liability to the Company with respect thereto. Any review by the Placement Agent of the Company, the transactions contemplated hereby or other matters relating to such transactions has been and will be performed solely for the benefit of the Placement Agent and has not been and shall not be on behalf of the Company or any other person. It is understood that the Placement Agent has not and will not be rendering an opinion to the Company as to the fairness of the terms of the offering. Notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Placement Agent may have financial interests in the success of the offering contemplated hereby that are not limited to the Placement Fee. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Placement Agent with respect to any breach or alleged breach of fiduciary duty. It is understood that the Company proposes to offer the Securities to the Investors upon the terms and conditions hereof and of set forth in the Subscription Agreements, the Placement Agent shall, on the Closing Date, deliver to the Company, by Federal Funds wire transfer, the Purchase Funds so held by the Placement Agent, reduced by an amount equal to the sum of the aggregate Agency Fee payable to the Placement Agent and the Placement Agent's bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. At least one day prior to the Closing Date, the Placement Agent shall submit to the Company its bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. As soon as reasonably practicable after the Closing Date, the Placement Agent shall submit to the Company its expense reimbursement invoice and the Company or the Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty days after receipt of such invoice. The Company shall remit to the Placement Agent any remaining Agency Fees or any Placement Agent's expenses for which the Placement Agent is entitled to reimbursementRegistration Statement (hereinafter defined).

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby engages authorizes the Placement AgentAgent to act as its exclusive agent in connection with the issuance and sale by the Company of Securities (the “Offering”) to the Investors, and the Placement Agent hereby agrees, as the exclusive agent of the Company, to, on a commercially reasonable best efforts basis, to solicit offers to purchase Units all or part of the Securities from the Company on upon the terms and subject to the conditions set forth in the Subscription Agreements Offering Memorandum on a “best efforts” basis; provided, that the Company acknowledges and Prospectus (as defined below)agrees that this Agreement does not constitute an commitment, express or implied, on the part of the Placement Agent to purchase or place any Securities. The Placement Agent shall use make commercially reasonable best efforts to assist the Company in obtaining performance by each Investor whose offer to purchase the Units was Securities has been solicited by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will shall the Placement Agent or any of its affiliates be obligated to underwrite or purchase any of the Units Securities for its their own account accounts or otherwise provide any financing. The Placement Agent shall act solely as the Company's ’s agent and not as principal. The Placement Agent shall not have any no authority to bind the Company with respect to any prospective offer to purchase Units Securities and the Company shall have the sole right to accept offers to purchase Units Securities and may reject any such offer, in whole or in part. The Notwithstanding the foregoing, it is understood and agreed that the Placement Agent has and its affiliates may, solely at their discretion and without any obligation to do so, purchase Securities as principals; provided, however, that any such purchase by the right, after discussion Placement Agent (or its affiliates) shall be fully disclosed to the Company and approved by the Company in accordance with the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreementpreceding sentence. (b) As compensation for services rendered by the Placement Agent hereunderrendered, on the Closing Date (as defined below)Date, the Company shall pay or cause to be paid to the Placement Agent shall receive from the Company, in the manner provided in Section 6(f), (i) an aggregate amount in cash equal to five eight percent (5.08.0%) of the gross proceeds received by the Company from the its sale of the Units Securities on such Closing Date (the "Agency Fee"). The Placement Agent agrees that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agent shall be entitled to receive in connection with the Offering contemplated hereby. (c) The Units are being sold to the Investors at a price of $1.73 per unit (the "Purchase Price") as set forth on the cover page of the Prospectus (as defined below). The purchases of Units by the Investors shall be evidenced by the execution of the Subscription Agreements by each of the parties thereto in the form attached hereto as Exhibit A. (d) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase shares of the Common Stock or any securities convertible into Common Stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agent a rate of 40,000 shares of Common Stock for each $1,000,000 in accordance herewith. (e) No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Units shall have been delivered to the Investor purchasing such Units against payment therefor by such Investor. If the Company shall default in its obligations to deliver Units to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of the default gross proceeds received by the Company for the issuance and sale of Securities in accordance with the procedures set forth in Section 6(c) hereof. Offering (f) Payment the “Agency Fee”). The cash portion of the purchase price for, and delivery of the Units Agency Fee shall be made at a closing (the "Closing") at the offices payable payable by wire transfer of Bracewell & ▇▇▇▇▇▇▇▇ LLP, counsel for the Placement Agent, located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, at 11:00 a.m., New York City time, on November 16, 2009 immediately available funds to an account or at such other time and date as the Placement Agent and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (such date of payment and delivery being herein referred to as the "Closing Date"). Unless otherwise specified in the applicable Subscription Agreement, the Units will be settled (i) through the facilities of The Depository Trust Company's DWAC system or (ii) The Depository Trust Company's delivery versus payment (DVP) settlement service. Payment of the purchase price for the Units shall be made in the manner set forth in the applicable Subscription Agreement by Federal Funds wire transfer, against delivery of the Units to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agent may request at least one business day before the Closing Date. Payment of the purchase price for the Units to be purchased by Investors shall be made pursuant to instructions contained in the Subscription Agreement. Prior to the Closing, each such Investor shall deposit with (i) the Company or (ii) the applicable Placement Agent, pursuant to the Subscription Agreement, an amount (the "Purchase Amount") equal to the product of (x) the number of Units such Investor has agreed to purchase and (y) the Purchase Price. The aggregate of all such Purchase Amounts is herein referred to as the "Purchase Funds." Subject to the terms and conditions hereof and of the Subscription Agreements, the Placement Agent shall, on the Closing Date, deliver to the Company, by Federal Funds wire transfer, the Purchase Funds so held accounts designated by the Placement Agent. Notwithstanding the foregoing provisions of this Section 1(b), reduced the cash portion of the Agency Fee with respect to gross proceeds received by an amount equal the Company from its sale of Securities to Existing Investors shall be three percent (3.0%); provided, that Existing Investors will only be permitted to participate in the Offering after the Minimum Offering is completed and then only to the sum amount of the aggregate Agency Fee payable Maximum Offering, unless otherwise agreed to the Placement Agent by PBC and the Placement Agent's bona fide estimate Company. For purposes of the amountthis Agreement, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. At least one day prior to the Closing Date, the Placement Agent shall submit to the Company its bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. As soon as reasonably practicable after the Closing Date, the Placement Agent shall submit to the Company its expense reimbursement invoice and the Company or the Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty days after receipt of such invoice. The Company shall remit to the Placement Agent any remaining Agency Fees or any Placement Agent's expenses for which the Placement Agent is entitled to reimbursement.“

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and but subject to the terms and conditions herein set forth in this Agreement: (a) The Company hereby engages forth, the Placement Agent, Agent agrees to act as the Company’s exclusive placement agent of to assist the Company, to, on a commercially reasonable best efforts basis, solicit offers in connection with the proposed issuance and sale by the Company of the Securities to the Investors. The Company expressly acknowledges and agrees that this Agreement does not in any way constitute a commitment by the Placement Agent to purchase Units from any of the Securities and does not ensure successful placement of the Securities or any portion thereof. The Company on shall pay to the terms and subject to Placement Agent concurrently with the Closing (as defined below) 7.0% of the gross purchase price of the Securities, excluding any consideration that may be paid in the future upon exercise of the Warrants (the “Placement Fee”). Upon satisfaction of the conditions set forth in Section 5 hereof, the Subscription Agreements and Prospectus (as defined below). The Placement Agent shall use commercially reasonable best efforts to assist the Company in obtaining performance by each Investor whose offer to purchase the Units was solicited by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent or any of its affiliates be obligated to underwrite or purchase any closing of the Units for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company's agent sale and not as principal. The Placement Agent shall not have any authority to bind the Company with respect to any prospective offer to purchase Units and the Company shall have the sole right to accept offers to purchase Units and may reject any such offer, in whole or in part. The Placement Agent has the right, after discussion with the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation for services rendered by the Placement Agent hereunder, on the Closing Date (as defined below), the Placement Agent shall receive from the Company, in the manner provided in Section 6(f), an aggregate amount equal to five percent (5.0%) issuance of the gross proceeds received by the Company from the sale of the Units on such Closing Date Securities (the "Agency Fee"). The Placement Agent agrees that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agent “Closing”) shall be entitled to receive in connection with the Offering contemplated hereby. (c) The Units are being sold to the Investors at a price of $1.73 per unit (the "Purchase Price") as set forth on the cover page of the Prospectus (as defined below). The purchases of Units by the Investors shall be evidenced by the execution of the Subscription Agreements by each of the parties thereto in the form attached hereto as Exhibit A. (d) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase shares of the Common Stock or any securities convertible into Common Stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agent in accordance herewith. (e) No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Units shall have been delivered to the Investor purchasing such Units against payment therefor by such Investor. If the Company shall default in its obligations to deliver Units to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of the default by the Company in accordance with the procedures set forth in Section 6(c) hereof. (f) Payment of the purchase price for, and delivery of the Units shall be made at a closing (the "Closing") occur at the offices of Bracewell & ▇▇▇▇▇▇▇▇ LLP, counsel for the Placement Agent, located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, or at such other place as may be agreed upon between the Placement Agent and the Company, at 11:00 10:00 a.m., New York City timeEastern Standard Time, on November 16January 19, 2009 2007, unless a written consent or acknowledgement to hold the Closing on January 22, 2007 is obtained from each of the Investors and delivered to the Company prior thereto in which case the Closing shall occur on January 22, 2007, or at such other time and date as the Placement Agent and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934may agree, as amended (the "Exchange Act") (such time and date of payment and delivery being herein referred to as called the "“Closing Date"). Unless otherwise specified in .” On the applicable Subscription AgreementClosing Date, upon satisfaction or waiver of all the Units will be settled (i) through the facilities of The Depository Trust Company's DWAC system or (ii) The Depository Trust Company's delivery versus payment (DVP) settlement service. Payment of the purchase price for the Units shall be made in the manner set forth in the applicable Subscription Agreement by Federal Funds wire transferconditions to Closing, against delivery of the Units to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agent may request at least one business day before the Closing Date. Payment of the purchase price for the Units will disburse, or cause to be purchased by Investors shall be made pursuant to instructions contained in the Subscription Agreement. Prior disbursed, to the Closing, each such Investor shall deposit with (i) the Company or (ii) the applicable Placement Agent, pursuant to the Subscription Agreement, an amount (the "Purchase Amount") equal to the product of (x) the number of Units such Investor has Securities the Investors have agreed to purchase and (y) the Purchase Pricepurchase price per Security as set forth on the cover page of the Prospectus, less the Placement Fee and any reimbursable expenses pursuant to Section 10 of this Agreement, and the Company shall cause the Securities to be delivered to either the Placement Agent, for further delivery to the Investors, or directly to Investor in the event such Investor disburses funds directly to the Company, which, with respect to the Shares, shall be made through the facilities of The Depository Trust Company’s DWAC system. The aggregate Company acknowledges and agrees that the Placement Agent shall act as an independent contractor, and not as a fiduciary, and any duties of all the Placement Agent with respect to investment banking services to the Company, including the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering), shall be contractual in nature, as expressly set forth herein, and shall be owed solely to the Company. Each party disclaims any intention to impose any fiduciary or similar duty on the other. Additionally, the Placement Agent has not advised, nor is advising, the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the transactions contemplated hereby. The Company shall consult with its own advisors concerning such Purchase Amounts matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Placement Agent shall have no responsibility or liability to the Company with respect thereto. Any review by the Placement Agent of the Company, the transactions contemplated hereby or other matters relating to such transactions has been and will be performed solely for the benefit of the Placement Agent and has not been and shall not be on behalf of the Company or any other person. It is herein referred understood that the Placement Agent has not and will not be rendering an opinion to the Company as to the "Purchase Funds." Subject fairness of the terms of the offering. Notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Placement Agent may have financial interests in the success of the offering contemplated hereby that are not limited to the Placement Fee. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Placement Agent with respect to any breach or alleged breach of fiduciary duty. It is understood that the Company proposes to offer the Securities to the Investors upon the terms and conditions hereof and of set forth in the Subscription Agreements, the Placement Agent shall, on the Closing Date, deliver to the Company, by Federal Funds wire transfer, the Purchase Funds so held by the Placement Agent, reduced by an amount equal to the sum of the aggregate Agency Fee payable to the Placement Agent and the Placement Agent's bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. At least one day prior to the Closing Date, the Placement Agent shall submit to the Company its bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. As soon as reasonably practicable after the Closing Date, the Placement Agent shall submit to the Company its expense reimbursement invoice and the Company or the Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty days after receipt of such invoice. The Company shall remit to the Placement Agent any remaining Agency Fees or any Placement Agent's expenses for which the Placement Agent is entitled to reimbursementRegistration Statement (hereinafter defined).

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and but subject to the terms and conditions herein set forth in this Agreement: (a) The Company hereby engages forth, the Placement Agent, Agent agrees to act as the Company’s exclusive placement agent of to assist the Company, to, on a commercially reasonable best efforts basis, solicit offers in connection with the proposed issuance and sale by the Company of the Shares to the Investors. The Company expressly acknowledges and agrees that this Agreement does not in any way constitute a commitment by the Placement Agent to purchase Units from any of the Shares and does not ensure successful placement of the Shares or any portion thereof. The Company on shall pay to the terms and subject to Placement Agent concurrently with the Closing (as defined below) 5.0% of the gross purchase price of the Shares (the “Placement Fee”). Upon satisfaction of the conditions set forth in Section 5 hereof, the Subscription Agreements and Prospectus (as defined below). The Placement Agent shall use commercially reasonable best efforts to assist the Company in obtaining performance by each Investor whose offer to purchase the Units was solicited by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent or any of its affiliates be obligated to underwrite or purchase any closing of the Units for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company's agent sale and not as principal. The Placement Agent shall not have any authority to bind the Company with respect to any prospective offer to purchase Units and the Company shall have the sole right to accept offers to purchase Units and may reject any such offer, in whole or in part. The Placement Agent has the right, after discussion with the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation for services rendered by the Placement Agent hereunder, on the Closing Date (as defined below), the Placement Agent shall receive from the Company, in the manner provided in Section 6(f), an aggregate amount equal to five percent (5.0%) issuance of the gross proceeds received by the Company from the sale of the Units on such Closing Date Shares (the "Agency Fee"). The Placement Agent agrees that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agent “Closing”) shall be entitled to receive in connection with the Offering contemplated hereby. (c) The Units are being sold to the Investors at a price of $1.73 per unit (the "Purchase Price") as set forth on the cover page of the Prospectus (as defined below). The purchases of Units by the Investors shall be evidenced by the execution of the Subscription Agreements by each of the parties thereto in the form attached hereto as Exhibit A. (d) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase shares of the Common Stock or any securities convertible into Common Stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agent in accordance herewith. (e) No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Units shall have been delivered to the Investor purchasing such Units against payment therefor by such Investor. If the Company shall default in its obligations to deliver Units to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of the default by the Company in accordance with the procedures set forth in Section 6(c) hereof. (f) Payment of the purchase price for, and delivery of the Units shall be made at a closing (the "Closing") occur at the offices of Bracewell & ▇▇▇▇▇▇▇▇ LLP& ▇▇▇▇, counsel for the Placement AgentP.C., located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, or at 11:00 a.m.such other place as may be agreed upon between the Placement Agent and the Company (the “Place of Closing”), New York City timeat 10:00 a. m., Eastern Time, on November 1620, 2009 2007, or at such other time and date as the Placement Agent and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934may agree, as amended (the "Exchange Act") (such time and date of payment and delivery being herein referred to as called the "“Closing Date"). Unless otherwise specified in .” Concurrently with the applicable Subscription execution and delivery of this Agreement, the Units Company, the Placement Agent and JPMorgan Chase Bank, as escrow agent (the “Escrow Agent”), shall enter into an escrow agreement (the “Escrow Agreement”), pursuant to which an escrow account (the “Escrow Account”) will be settled (i) established for the benefit of the Company and the Investors who elect to settle purchases of the Shares through the facilities of The Depository Trust Company's ’s DWAC system or (ii) The Depository Trust Company's delivery versus payment (DVP) settlement service. Payment of the purchase price for the Units shall be made in the manner set forth in the applicable Subscription Agreement by Federal Funds wire transfer, against delivery of the Units to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agent may request at least one business day before the Closing Date. Payment of the purchase price for the Units to be purchased by Investors shall be made pursuant to instructions contained in the Subscription Agreementsystem. Prior to the ClosingClosing Date, each such Investor Investors shall deposit with (i) into the Company or (ii) the applicable Placement Agent, pursuant to the Subscription Agreement, Escrow Account an amount (the "Purchase Amount") equal to the product of (x) the number of Units Shares such Investor has agreed to purchase and (y) the purchase price per Share as set forth on the cover page of the Prospectus (the “Purchase PriceAmount”). The aggregate of all such Purchase Amounts is herein referred to as the "Purchase “Escrow Funds." Subject to the terms and conditions hereof and of the Subscription Agreements, the Placement Agent shall, on ” On the Closing Date, deliver upon satisfaction or waiver of all the conditions to Closing, the Escrow Agent will disburse the Escrow Funds from the Escrow Account to the Company, by Federal Funds wire transfer, the Purchase Funds so held by the Placement Agent, reduced by an amount equal to the sum of the aggregate Agency Fee payable to Company and the Placement Agent and as provided in the Placement Agent's bona fide estimate of the amountEscrow Agreement, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. At least one day prior to the Closing Date, the Placement Agent shall submit to the Company its bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. As soon as reasonably practicable after the Closing Date, the Placement Agent shall submit to the Company its expense reimbursement invoice and the Company or shall cause the Placement AgentShares to be delivered to such Investors, as applicablewhich, with respect to such Shares, shall make any necessary reconciling payment(s) within thirty days after receipt be made through the facilities of such invoice. The Company shall remit to the Placement Agent any remaining Agency Fees or any Placement Agent's expenses for which the Placement Agent is entitled to reimbursementDepository Trust Company’s DWAC system.

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby engages the Placement AgentCanaccord, as the exclusive agent of the Company, to, on a commercially reasonable best efforts basis, solicit offers to purchase Units from the Company on the terms and subject to the conditions set forth in the Subscription Agreements and Prospectus (as defined below). The Placement Agent Canaccord shall use commercially reasonable best efforts to assist the Company in obtaining performance by each Investor whose offer to purchase the Units was solicited by the Placement Agent Canaccord and accepted by the Company, but the Placement Agent Canaccord shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent Canaccord or any of its affiliates be obligated to underwrite or purchase any of the Units for its own account or otherwise provide any financing. The Placement Agent Canaccord shall act solely as the Company's ’s agent and not as principal. The Placement Agent Canaccord shall not have any authority to bind the Company with respect to any prospective offer to purchase Units and the Company shall have the sole right to accept offers to purchase Units and may reject any such offer, in whole or in part. The Placement Agent Canaccord has the right, after discussion with in its discretion, without notice to the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation for services rendered by the Placement Agent Canaccord hereunder, on the Closing Date (as defined below), the Placement Agent Company shall receive from the Company, in the manner provided in Section 6(f)pay or cause to be paid to Canaccord by wire transfer of immediately available funds to an account or accounts designated by Canaccord, an aggregate amount equal to five six percent (5.06%) of the gross proceeds received by the Company from the sale of the Units on such Closing Date. Such amount may be deducted from the payment made by the Investor(s) to the Company and paid directly to Canaccord on the Closing Date (the "“Agency Fee"”). The Placement Agent Canaccord agrees that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agent Canaccord shall be entitled to receive in connection with the Offering offering contemplated hereby. Canaccord may allow concessions, or pay commissions, to other dealers participating in the offering of the Units. (c) The Units are being sold to the Investors at a price of $1.73 2.50 per unit Unit (the "“Purchase Price"”) as set forth on the cover page of the Prospectus (as defined below). The purchases of Units by the Investors shall be evidenced by the execution of the Subscription Agreements by each of the parties thereto in the form attached hereto as Exhibit A. (d) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the Placement AgentCanaccord, solicit or accept offers to purchase shares of the Common Stock or any securities convertible into Common Stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) Units otherwise than through the Placement Agent Canaccord in accordance herewith. (e) No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Units shall have been delivered to the Investor purchasing such Units against payment therefor by such Investor. If the Company shall default in its obligations to deliver Units to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent Canaccord harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of the default by the Company in accordance with the procedures set forth in Section 6(c) hereof. (f) Payment of the purchase price forfor the Units, and delivery of the Units Shares and Warrants shall be made at a closing (the "“Closing"”) at the offices of Bracewell & ▇▇▇▇▇▇▇▇ & Worcester LLP, counsel for the Placement AgentCompany, located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 11:00 10:00 a.m., New York City local time, on November 16December 14, 2009 2010 or at such other time time, date and date place as the Placement Agent Canaccord and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) (such date of payment and delivery being herein referred to as the "“Closing Date"”). Unless otherwise specified in the applicable Subscription Agreement, the Units Shares will be settled through delivery versus payment (i“DVP”) through the facilities of The Depository Trust Company's DWAC system or (ii) & Clearing Corporation. The Depository Trust Company's delivery versus payment (DVP) settlement service. Payment of the purchase price for the Units executed Warrants shall be made delivered in the manner set forth in the applicable Subscription Agreement by Federal Funds wire transfer, against delivery of the Units to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agent may request at least one business day before the Closing Date. Payment of the purchase price for the Units to be purchased by Investors shall be made pursuant to instructions contained in the Subscription Agreement. Prior to the Closing, each such Investor shall deposit accordance with (i) the Company or (ii) the applicable Placement Agent, pursuant to the Subscription Agreement, an amount (the "Purchase Amount") equal to the product of (x) the number of Units such Investor has agreed to purchase and (y) the Purchase Price. The aggregate of all such Purchase Amounts is herein referred to as the "Purchase Funds." Subject to the terms and conditions hereof and of the Subscription Agreements, the Placement Agent shall, on the Closing Date, deliver to the Company, by Federal Funds wire transfer, the Purchase Funds so held by the Placement Agent, reduced by an amount equal to the sum of the aggregate Agency Fee payable to the Placement Agent and the Placement Agent's bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. At least one day prior to the Closing Date, the Placement Agent shall submit to the Company its bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. As soon as reasonably practicable after the Closing Date, the Placement Agent shall submit to the Company its expense reimbursement invoice and the Company or the Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty days after receipt of such invoice. The Company shall remit to the Placement Agent any remaining Agency Fees or any Placement Agent's expenses for which the Placement Agent is entitled to reimbursementthereof.

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby engages the Placement Agent, as the exclusive agent of the Company, to, on a commercially reasonable best efforts basis, solicit offers to purchase Units Securities from the Company on the terms and subject to the conditions set forth in the Subscription Agreements Securities Purchase Agreement and Prospectus (as defined below). The Placement Agent shall use commercially reasonable best efforts to assist the Company in obtaining performance by each Investor whose offer to purchase the Units Securities was solicited by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent or any of its affiliates be obligated to underwrite or purchase any of the Units Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company's ’s agent and not as principal. The Placement Agent shall not have any authority to bind the Company with respect to any prospective offer to purchase Units Securities and the Company shall have the sole right to accept offers to purchase Units Securities and may reject any such offer, in whole or in part. The Placement Agent has the right, after discussion with the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation for services rendered by the Placement Agent hereunder, on the Closing Date (as defined below), the Company shall pay or cause to be paid to the Placement Agent shall receive from by wire transfer of immediately available funds to an account or accounts designated by the Company, in the manner provided in Section 6(f)Placement Agent, an aggregate amount in cash equal to five percent (5.0%) of the gross proceeds received by the Company from the sale of the Units on such Closing Date $385,000 (the "“Agency Fee"”). The Placement Agent agrees that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agent shall be entitled to receive in connection with the Offering contemplated hereby. (c) The Units Securities are being sold to the Investors at a price of $1.73 1.02125 per unit (the "“Purchase Price"”) as set forth on the cover page of the Prospectus (as defined below). The purchases of Units Securities by the Investors shall be evidenced by the execution of the Subscription Agreements Securities Purchase Agreement by each of the parties thereto in the form attached hereto as Exhibit A. (d) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase shares Securities of the Common Stock or any securities convertible into Common Stock Company (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agent in accordance herewith. (e) No Units Securities which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements Securities Purchase Agreement shall be deemed to have been purchased and paid for, or sold by the Company, until such Units Securities shall have been delivered to the Investor purchasing such Units Securities against payment therefor by such Investor. If the Company shall default in its obligations to deliver Units Securities to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of the default by the Company in accordance with the procedures set forth in Section 6(c) hereof. (f) Payment of the purchase price for, and delivery of the Units Securities shall be made at a closing (the "“Closing"”) at the offices of Bracewell & ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Placement AgentCompany, located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, at 11:00 10:00 a.m., New York City local time, on November 16January 19, 2009 2010 or at such other time and date as the Placement Agent and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) (such date of payment and delivery being herein referred to as the "“Closing Date"”). Unless otherwise specified in the applicable Subscription Securities Purchase Agreement, the Units Shares will be settled (i) through the facilities of The Depository Trust Company's ’s DWAC system or (ii) The Depository Trust Company's delivery versus and the Warrants will be issued in registered physical form. Subject to the terms hereof, payment (DVP) settlement service. Payment of the purchase price for the Units Securities shall be made to the Company in the manner set forth in the applicable Subscription Agreement below by Federal Funds wire transfer, against delivery of the Units Securities to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agent Investors may request at least one business day before the Closing Date. Payment of the purchase price for the Units Securities to be purchased by Investors shall be made pursuant to instructions contained in the Subscription Agreement. Prior by such Investors directly to the Closing, each such Investor shall deposit with (i) the Company or (ii) the applicable Placement Agent, pursuant to the Subscription Agreement, an amount (the "Purchase Amount") equal to the product of (x) the number of Units such Investor has agreed to purchase and (y) the Purchase PriceCompany. The aggregate of all such Purchase Amounts is herein referred to as the "Purchase Funds." Subject to the terms and conditions hereof and of the Subscription Agreements, the Placement Agent shall, on the Closing Date, deliver to the Company, by Federal Funds wire transfer, the Purchase Funds so held by the Placement Agent, reduced by an amount equal to the sum of the aggregate Agency Fee payable Company shall pay to the Placement Agent the Agency Fee set forth in paragraph (b) above and reimburse the Placement Agent's bona fide estimate of Agent for the amount, if any, amount of expenses for which the such Placement Agent is entitled to reimbursement pursuant hereto. At least one day prior to the Closing Date, the Placement Agent shall submit to the Company its bona fide estimate of the amount, if any, amount of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. As soon as reasonably practicable after the Closing Date, the Placement Agent shall submit to the Company its expense reimbursement invoice and the Company or the Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty days after of receipt of such invoice. The Company shall remit to the Placement Agent any remaining Agency Fees or any Placement Agent's expenses for which the Placement Agent is entitled to reimbursementinvoices.

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby engages authorizes the Placement AgentAgent to act as its exclusive agent in connection with the issuance and sale by the Company of the Securities (the “Offering”) to the Investors, and the Placement Agent hereby agrees, as the exclusive agent of the Company, to, on a to use its commercially reasonable best efforts basis, to solicit offers to purchase Units the Securities from the Company on the terms and subject to the conditions set forth in the Subscription Agreements and Prospectus (as defined below). The Placement Agent shall use make commercially reasonable best efforts to assist the Company in obtaining performance by each Investor whose offer to purchase the Units was Securities has been solicited by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent or any of its affiliates be obligated to underwrite or purchase any of the Units Shares or Warrants for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company's ’s agent and not as principal. The Placement Agent shall not have any no authority to bind the Company with respect to any prospective offer to purchase Units Securities and the Company shall have the sole right to accept offers to purchase Units Securities and may reject any such offer, in whole or in part. The Notwithstanding the foregoing, the Placement Agent has the right(or its affiliates) may, after discussion with the Companysolely at its discretion and without any obligation to do so, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this AgreementSecurities as principal. (b) As compensation for services rendered rendered, on the Closing Date, the Company shall pay or cause to be paid to the Placement Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent hereunder, on the Closing Date (as defined below), the Placement Agent shall receive from the Company, in the manner provided in Section 6(f), an aggregate amount equal to five four and one-half percent (5.04.5%) of the gross proceeds received by the Company from the its sale of the Units Shares and Warrants on such Closing Date (the "Agency “Cash Placement Fee"”). The Placement Agent agrees that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agent shall be entitled to receive in connection with the Offering contemplated hereby. (c) The Units are being sold to the Investors at a price of $1.73 per unit (the "Purchase Price") as set forth on the cover page of the Prospectus (as defined below). The purchases of Units Securities by the Investors shall be evidenced by the execution of the Subscription Agreements by each of the parties thereto in the form attached hereto as Exhibit A.thereto. (d) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase shares of the Common Stock or any securities convertible into Common Stock (Securities other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agent in accordance herewith. (e) No Units Securities which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Units Securities shall have been delivered to or made available for electronic receipt by the Investor purchasing such Units Securities against payment therefor by such Investor. If the Company shall default in its obligations to deliver Units Securities to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent Indemnified Parties (as defined below) harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of the such default by the Company in accordance with the procedures set forth in Section 6(c) hereofCompany. (f) Payment of the purchase price for, and delivery of of, the Units Securities shall be made at a closing (the "“Closing"”) at the offices of Bracewell & ▇▇▇▇▇▇▇▇ Procter LLP, counsel for the Placement Agent, located at The New York Times Building, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇, ▇ at 11:00 a.m.10:00 A.M., New York City time, on November 16June 19, 2009 2018 or at such other time and date as the Placement Agent and the Company determine pursuant to Rule 15c6-1(a15c6‑1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (such date of payment and delivery being herein referred to as the "“Closing Date"”). Unless otherwise specified indicated in the applicable their Subscription Agreement, the Units Investors will be settled (i) settle purchases of Shares through the facilities of The Depository Depositary Trust Company's ’s DWAC system and shall wire its respective aggregate purchase amount into an account or (ii) The Depository Trust Company's delivery versus payment (DVP) settlement service. Payment of accounts designated by the purchase price Company in exchange for the Units release of such Investors’ Shares and Warrants. The Warrants will be settled through physical delivery. All such actions taken at the Closing shall be made in the manner set forth in the applicable Subscription Agreement by Federal Funds wire transfer, against delivery of the Units deemed to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agent may request at least one business day before the Closing Date. Payment of the purchase price for the Units to be purchased by Investors shall be made pursuant to instructions contained in the Subscription Agreement. Prior to the Closing, each such Investor shall deposit with (i) the Company or (ii) the applicable Placement Agent, pursuant to the Subscription Agreement, an amount (the "Purchase Amount") equal to the product of (x) the number of Units such Investor has agreed to purchase and (y) the Purchase Price. The aggregate of all such Purchase Amounts is herein referred to as the "Purchase Fundshave occurred simultaneously." Subject to the terms and conditions hereof and of the Subscription Agreements, the Placement Agent shall, on the Closing Date, deliver to the Company, by Federal Funds wire transfer, the Purchase Funds so held by the Placement Agent, reduced by an amount equal to the sum of the aggregate Agency Fee payable to the Placement Agent and the Placement Agent's bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. At least one day prior to the Closing Date, the Placement Agent shall submit to the Company its bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. As soon as reasonably practicable after the Closing Date, the Placement Agent shall submit to the Company its expense reimbursement invoice and the Company or the Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty days after receipt of such invoice. The Company shall remit to the Placement Agent any remaining Agency Fees or any Placement Agent's expenses for which the Placement Agent is entitled to reimbursement.

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein containedcontained in, and subject to the terms and conditions set forth in of, this placement agency agreement (this “Agreement:”): (a) The Company hereby engages the Placement Agent, Agent agrees to act as the exclusive Company’s placement agent of in connection with the Company, toissuance and sale, on a commercially reasonable best efforts basis, solicit offers to purchase Units from by the Company on of the terms and subject Shares to the conditions set forth in the Subscription Agreements and Prospectus (as defined below)Investors. The Placement Agent shall use commercially reasonable best efforts to assist the Company in obtaining performance by each Investor whose offer to purchase the Units was solicited by acknowledges and agrees that the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase Agent’s engagement hereunder is not consummated for any reason. Under no circumstances will an agreement by the Placement Agent or any of its affiliates be obligated to underwrite or purchase any of the Units for its own account securities or otherwise provide any financing. The Placement Agent shall act solely as the Company's agent and not as principal. The Placement Agent shall not have any authority to bind the Company with respect to any prospective offer to purchase Units and the Company shall have the sole right to accept offers to purchase Units and may reject any such offer, in whole or in part. The Placement Agent has the right, after discussion with the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation for their services rendered by the Placement Agent hereunder, the Company agrees to pay on the Closing Date (as defined below), ) to the Placement Agent shall receive from the Company, in the manner provided in Section 6(f), an aggregate amount equal to by wire transfer of immediately available funds five percent (5.0%) of the gross proceeds received by the Company from the sale of the Units Shares; provided, however, with respect to proceeds received by the Company from the sale of Shares to CapGen Capital Group III LP and/or its affiliates, the Company agrees to pay on such the Closing Date (the "Agency Fee"). The Placement Agent agrees that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that to the Placement Agent by wire transfer of immediately available funds three-quarters of one percent (0.75%) of the proceeds received by the Company from the sale of the Shares to such parties. No fee shall be entitled payable to receive Placement Agent in connection with respect of the Offering contemplated herebysale of the Shares to any officers or directors of the Company. (b) Delivery of the Shares shall be made at a closing (the “Closing”) at the offices of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, at 12:00 p.m., Eastern Time, on the Closing Date to take place on the third or fourth business day (as permitted under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “1934 Act”)), as mutually agreed by the parties, after the determination of the sales price of the Shares (such time and date of payment and delivery being herein called the “Closing Date”). All actions taken at the Closing shall be deemed to have occurred simultaneously. (c) The Units are being sold Payment of the purchase price for the Shares shall be made by the Investors directly to the Investors at a price of $1.73 per unit (Company by wire transfer in immediately available funds to the "Purchase Price") as set forth on the cover page Company, upon delivery of the Prospectus Shares through the facilities of The Depository Trust Company, to the Investors, and shall be registered in such name or names and shall be in such denominations, as the Investors may request at least one business day before the Closing Date. (as defined below). d) The several purchases of Units the Shares by the Investors shall be evidenced by the execution of the Subscription Agreements by one or more purchase agreements each of the parties thereto substantially in the form attached hereto as Exhibit A.A (each, a “Purchase Agreement” and, collectively, the “Purchase Agreements”). (de) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase shares of the Common Stock or any securities convertible into Common Stock Shares (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agent in accordance herewithAgent. (ea) No Units which The Company represents and warrants to the Placement Agent as of the date hereof, and as of the Closing Date, as follows: (i) The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “1933 Act”) with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-185660), in respect of the Company’s Common Stock (including the Shares) not earlier than three years prior to the date hereof; such registration statement became effective on February 14, 2013; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened by the Commission, and no notice of objection of the Commission to the use of such form of registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act has been received by the Company (the base prospectus filed as part of such registration statement, in the form in which it has agreed most recently been filed with the Commission on or prior to sell the date of this Agreement, is hereinafter called the “Base Prospectus”; the various parts of such registration statement, including all exhibits thereto and any prospectus supplement relating to the Shares that is filed with the Commission and deemed by virtue of Rule 430B to be part of such registration statement pursuant to the 1933 Act, each as amended at the time such part of the registration statement became effective pursuant to the 1933 Act (the “Effective Date”), are hereinafter collectively called the “Registration Statement”; the preliminary prospectus supplement subject to completion dated November 5, 2013 that was used prior to the execution and delivery of this Agreement and filed with the Subscription Agreements Commission pursuant to Rule 424(b) under the 1933 Act relating to the Shares is hereinafter called the “Preliminary Prospectus Supplement” the prospectus supplement specifically relating to the Shares prepared and filed with the Commission pursuant to Rule 424(b) under the 1933 Act is hereinafter called the “Prospectus Supplement”; the Base Prospectus, as amended and supplemented by the Preliminary Prospectus Supplement, is hereinafter called the “Preliminary Prospectus”; the Base Prospectus, as amended and supplemented by the Prospectus Supplement, is hereinafter called the “Prospectus”; any reference herein to the Base Prospectus, the Preliminary Prospectus Supplement, the Prospectus Supplement, the Preliminary Prospectus or the Prospectus shall be deemed to have been purchased refer to and paid forinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act; any reference to any amendment or supplement to the Base Prospectus, the Preliminary Prospectus Supplement, the Prospectus Supplement, the Preliminary Prospectus or sold the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement; and any “issuer free writing prospectus” as defined in Rule 433 under the 1933 Act relating to the Shares is hereinafter called an “Issuer Free Writing Prospectus”). (ii) On the Effective Date, the Registration Statement complied, and on the date of the Preliminary Prospectus and the Prospectus, the date any post-effective amendment to the Registration Statement becomes effective, the date any supplement or amendment to the Preliminary Prospectus or the Prospectus is filed with the Commission and the Closing Date, the Registration Statement, the Preliminary Prospectus and the Prospectus (and any amendment thereof or supplement thereto) will comply, in all material respects, with the requirements of the 1933 Act and the published rules and regulations thereunder (the “Rules”) adopted by the CompanyCommission. The Registration Statement did not, until such Units shall have been delivered as of the Effective Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the Effective Date and the other dates referred to in the first sentence of this paragraph 2(a)(ii) above, neither the Registration Statement nor any amendment thereof or supplement thereto, contained or will contain any untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with the information relating to the Investor purchasing such Units against payment therefor by such Investor. If Placement Agent furnished to the Company shall default in its obligations writing by the Placement Agent expressly for use in the Registration Statement, the Preliminary Prospectus, the Prospectus and any post-effective amendment to deliver Units to an Investor whose offer it has acceptedthe Registration Statement, which, for purposes of this Agreement, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result hereby acknowledge and agree that such information is limited to the fourteenth paragraph under the caption “Plan of Distribution” in the default by Preliminary Prospectus and the Company in accordance with the procedures set forth in Section 6(c) hereof. (f) Payment of the purchase price for, and delivery of the Units shall be made at a closing Prospectus (the "Closing") at the offices of Bracewell & ▇▇▇“▇▇▇▇▇ LLPInformation”). (iii) No order preventing or suspending the use of the Base Prospectus, counsel for the Placement AgentPreliminary Prospectus Supplement, located the Prospectus Supplement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission, and the Preliminary Prospectus and the Prospectus, at ▇▇▇ ▇▇▇▇the time of filing thereof, conformed in all material respects to the requirements of the 1933 Act and the Rules and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to the ▇▇▇▇▇ ▇▇▇▇▇▇Information. (iv) For the purposes of this Agreement, ▇▇▇▇▇▇▇the “Applicable Time” means, ▇▇▇▇▇with respect to any Shares, at 11:00 a.m., New York City time, 8:00 a.m. (Eastern Time) on November 166, 2009 or at such other time and date as the Placement Agent and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 19342013. The Preliminary Prospectus, as amended of the Applicable Time when taken together with the price to the public and number of Shares to be offered set forth on the cover of the Prospectus (the "Exchange Act") (such date of payment and delivery being herein which is hereinafter referred to as the "Closing Date"). Unless otherwise specified “General Disclosure Package”) did not and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the applicable Subscription Agreement, the Units will be settled (i) through the facilities of The Depository Trust Company's DWAC system or (ii) The Depository Trust Company's delivery versus payment (DVP) settlement service. Payment light of the purchase price for circumstances under which they were made, not misleading; and each applicable Issuer Free Writing Prospectus will not conflict with the Units shall be made in the manner set forth in the applicable Subscription Agreement by Federal Funds wire transfer, against delivery of the Units to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agent may request at least one business day before the Closing Date. Payment of the purchase price for the Units to be purchased by Investors shall be made pursuant to instructions information contained in the Subscription Agreement. Prior to Registration Statement, the ClosingProspectus Supplement, the Preliminary Prospectus or the Prospectus and each such Investor shall deposit Issuer Free Writing Prospectus, as supplemented by and taken together with (i) the Company General Disclosure Package as of such Applicable Time, will not include any untrue statement of a material fact or (ii) omit to state any material fact necessary in order to make the applicable Placement Agentstatements therein, pursuant to in the Subscription Agreement, an amount (the "Purchase Amount") equal to the product of (x) the number of Units such Investor has agreed to purchase and (y) the Purchase Price. The aggregate of all such Purchase Amounts is herein referred to as the "Purchase Funds." Subject to the terms and conditions hereof and light of the Subscription Agreementscircumstances under which they were made, the Placement Agent shall, on the Closing Date, deliver to the Company, by Federal Funds wire transfer, the Purchase Funds so held by the Placement Agent, reduced by an amount equal to the sum of the aggregate Agency Fee payable to the Placement Agent and the Placement Agent's bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. At least one day prior to the Closing Date, the Placement Agent shall submit to the Company its bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. As soon as reasonably practicable after the Closing Date, the Placement Agent shall submit to the Company its expense reimbursement invoice and the Company or the Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty days after receipt of such invoice. The Company shall remit to the Placement Agent any remaining Agency Fees or any Placement Agent's expenses for which the Placement Agent is entitled to reimbursementnot misleading.

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby engages the Placement Agent, as the exclusive agent of the Company, to, on a commercially reasonable best efforts basis, solicit offers to purchase Units Securities from the Company on the terms and subject to the conditions set forth in the Subscription Agreements Stock Purchase Agreement and Prospectus (as defined below). The Placement Agent shall use commercially reasonable best efforts to assist the Company in obtaining performance by each Investor whose offer to purchase the Units Securities was solicited by the such Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. In connection with its reasonable best efforts to solicit offers to purchase the Securities, the Placement Agent shall only communicate information regarding the Company to potential purchasers of the Securities that is consistent with the information contained in the Prospectus. Under no circumstances will the Placement Agent or any of its affiliates be obligated to underwrite or purchase any of the Units Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company's ’s agent and not as principal. The Placement Agent shall not have any has no authority to bind the Company with respect to any prospective offer to purchase Units Securities, and the Company shall have the sole right to accept offers to purchase Units Securities and may reject any such offer, in whole or in part. The Placement Agent has the right, after discussion with the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation for services rendered by the Placement Agent hereunder, on the Closing Date (as defined below), the Company shall pay or cause to be paid to the Placement Agent shall receive from by wire transfer of immediately available funds to an account or accounts designated by the Company, in the manner provided in Section 6(f)Placement Agent, an aggregate amount equal to five percent (5.0%) 7.0% of the gross proceeds received by the Company from the sale of the Units on such Closing Date Securities to Investors (the "“Agency Fee"Fees”). Such amount may be deducted from the payment made by the Investor(s) to the Company and paid directly to the Placement Agent on the Closing Date. In addition, as set forth in the second paragraph of Section C(1) of the Letter Agreement, for the consideration of $100 at the Closing Date, the Company will sell to the Placement Agent, a warrant to purchase shares of the Common Stock equal to 5.0% of the Shares (on an as converted to common stock basis) (the “Agent Warrants”). The Placement Agent agrees that Warrants will be in the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agent shall be entitled to receive in connection with the Offering contemplated hereby.form attached hereto as Exhibit C. (c) The Units Securities are being sold to the Investors at a price of $1.73 1.45 per unit share (the "“Purchase Price"”) as set forth on the cover page of the Prospectus (as defined below). The purchases of Units Securities by the Investors shall be evidenced by the execution of the Subscription Agreements Stock Purchase Agreement by each of the parties thereto in the form attached hereto as Exhibit A.A. Placement Agency Agreement (d) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase shares of the Common Stock or any securities convertible into Common Stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereofhereof or are granted in the ordinary course to directors, officers or employees of the Company under the Company’s equity incentive plans) or Preferred Stock otherwise than through the Placement Agent in accordance herewithherewith or any other agreements with the Placement Agent. (e) No Units Securities which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements Stock Purchase Agreement shall be deemed to have been purchased and paid for, or sold by the Company, until such Units Securities shall have been delivered to the Investor purchasing such Units Securities against payment therefor by such Investor. If the Company shall default in its obligations to deliver Units Securities to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of the default by the Company in accordance with the procedures set forth in Section 6(c) hereof. (f) Payment of the purchase price for, and delivery of the Units Securities shall be made at a closing (the "“Closing"”) at the offices of Bracewell & ▇▇▇▇▇▇▇▇ LLPlocation, counsel for the Placement Agent, located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, at 11:00 a.m., New York City time, on November 16, 2009 or at such other time and date as the Placement Agent and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (such date of payment and delivery being herein referred to as the "“Closing Date"”). Unless otherwise specified in the applicable Subscription Stock Purchase Agreement, the Units Securities will be settled (i) through the facilities of The Depository Trust Company's ’s DWAC system or (ii) The Depository Trust Company's delivery versus system. Subject to the terms hereof, payment (DVP) settlement service. Payment of the purchase price for the Units Securities shall be made to the Company in the manner set forth in the applicable Subscription Agreement below by Federal Funds wire transfer, against delivery of the Units Securities to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agent may request at least one business day before the Closing Date. Payment of the purchase price for the Units Securities to be purchased by Investors shall be made pursuant to instructions contained in the Subscription Agreement. Prior by such Investors directly to the Closing, each such Investor shall deposit with (i) the Company or (ii) the applicable Placement Agent, pursuant to the Subscription Agreement, an amount (the "Purchase Amount") equal to the product of (x) the number of Units such Investor has agreed to purchase and (y) the Purchase PriceCompany. The aggregate of all such Purchase Amounts is herein referred to as the "Purchase Funds." Subject to the terms and conditions hereof and of the Subscription Agreements, the Placement Agent shallhereof, on the Closing Date, deliver the Company shall pay to the Company, by Federal Funds wire transfer, the Purchase Funds so held by the Placement Agent, reduced by an amount equal to the sum of the aggregate Agency Fee payable to the Placement Agent and the Placement Agent's bona fide estimate of the amount, if any, amount of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. At least one day prior to the Closing Date, the Placement Agent shall submit to the Company its bona fide estimate of the amount, if any, amount of expenses for which the Placement Agent it is entitled to reimbursement pursuant hereto. As soon as reasonably practicable after the Closing Date, the Placement Agent shall submit to the Company its expense reimbursement invoice and the Company or the Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty 10 days after of receipt of such invoice. The Company shall remit to the Placement Agent any remaining Agency Fees or any Placement Agent's expenses for which the Placement Agent is entitled to reimbursementinvoices.

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and but subject to the terms and conditions herein set forth in this Agreement: (a) The Company hereby engages forth, the Placement Agent, Agent agrees to act as the Company’s exclusive placement agent of to assist the Company, to, on a commercially reasonable best efforts basis, solicit offers to purchase Units from in connection with the proposed issuance and sale by the Company on of the terms and subject Securities to the conditions set forth in the Subscription Agreements and Prospectus (as defined below)Investors. The Placement Agent shall use commercially reasonable best efforts to assist the Company expressly acknowledges and agrees that this Agreement does not in obtaining performance any way constitute a commitment by each Investor whose offer to purchase the Units was solicited by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent or any of its affiliates be obligated to underwrite or purchase any of the Units for its own account Securities and does not ensure successful placement of the Securities or otherwise provide any financingportion thereof. The Placement Agent shall act solely as the Company's agent and not as principal. The Placement Agent shall not have any authority to bind the Company with respect to any prospective offer to purchase Units and the Company shall have the sole right pay to accept offers to purchase Units and may reject any such offer, in whole or in part. The Placement Agent has the right, after discussion with the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation for services rendered by the Placement Agent hereunder, on concurrently with the Closing Date (as defined below), the Placement Agent shall receive from the Company, in the manner provided in Section 6(f), an aggregate amount equal to five percent (5.0%) 4.8% of the gross proceeds received by the Company from the sale purchase price of the Units on such Closing Date (the "Agency Fee"). The Placement Agent agrees Securities, which gross purchase price does not include any consideration that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agent shall may be entitled paid to receive in connection with the Offering contemplated hereby. (c) The Units are being sold to the Investors at a price of $1.73 per unit (the "Purchase Price") as set forth on the cover page of the Prospectus (as defined below). The purchases of Units by the Investors shall be evidenced by the execution of the Subscription Agreements by each of the parties thereto in the form attached hereto as Exhibit A. (d) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase shares of the Common Stock or any securities convertible into Common Stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agent in accordance herewith. (e) No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Units shall have been delivered to the Investor purchasing such Units against payment therefor by such Investor. If the Company shall default in its obligations to deliver Units to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of the default by the Company in accordance with the procedures future upon exercise of the Warrants (the “Placement Fee”). Upon satisfaction of the conditions set forth in Section 6(c) 5 hereof. (f) Payment , the closing of the purchase price for, sale and delivery issuance of the Units shall be made at a closing Securities (the "“Closing"”) shall occur at the offices of Bracewell & ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Placement Agent, located at ▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇, LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, or at such other place as may be agreed upon between the Placement Agent and the Company (the “Place of Closing”), at 11:00 10:00 a.m., New York City time, on November 16September 23, 2009 2008, or at such other time and date as the Placement Agent and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934may agree, as amended (the "Exchange Act") (such time and date of payment and delivery being herein referred to as called the "“Closing Date"). Unless otherwise specified in the applicable Subscription Agreement, the Units will be settled (i) through the facilities of The Depository Trust Company's DWAC system or (ii) The Depository Trust Company's delivery versus payment (DVP) settlement service. Payment of the purchase price for the Units shall be made in the manner set forth in the applicable Subscription Agreement by Federal Funds wire transfer, against delivery of the Units .” Prior to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agent may request at least one business day before the Closing Date. Payment of the purchase price for the Units to be purchased by Investors shall be made pursuant to instructions contained in the Subscription Agreement. Prior to the Closing, each such Investor shall deposit with (i) into a single separate interest bearing or money market account maintained by the Company or (iithe “Escrow Account”) the applicable Placement Agent, pursuant to the Subscription Agreement, an amount (the "Purchase Amount") equal to the product of (x) the number of Units Securities such Investor has agreed to purchase and (y) the purchase price per Security as set forth on the cover page of the Prospectus (the “Purchase PriceAmount”). The aggregate of all such Purchase Amounts is herein referred to as the "Purchase “Escrow Funds." Subject ” The Company will promptly deposit and will hold the Escrow Funds in the Escrow Account in trust on behalf of the respective Investors, free and clear of any liens, claims, charges or other encumbrances, and the Company agrees that the Escrow Funds shall remain the property of the respective Investors until such time as the Escrow Funds are released to the Company against delivery of the Securities to the Investors on the Closing Date as contemplated by this Agreement. On the Closing Date, upon satisfaction or waiver of all the conditions to Closing, the Company shall cause the Securities to be delivered to the Investors, which, with respect to the Shares, shall be made through the facilities of The Depository Trust Company’s DWAC system and, with respect to the Warrants, shall occur by the Company delivering the Warrants to the respective Investors at such addresses as the respective Investors shall have specified, which Warrants shall be issued and delivered in registered physical form, and the Company shall disburse the Placement Fee to the Placement Agent. If for any reason the Closing does not occur on or before September 23, 2008 or this Agreement is terminated, the Company will return to each Investor the Purchase Amount received from such Investor, together with a pro rata portion of any interest or dividends earned on the funds in the Escrow Account for each day while such Purchase Amount received from such Investor was in the Escrow Account, by wire transfer on September 26, 2008 or the date this Agreement is terminated, as the case may be. The Company acknowledges and agrees that the Placement Agent shall act as an independent contractor, and not as a fiduciary, and any duties of the Placement Agent with respect to investment banking services to the Company, including the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering), shall be contractual in nature, as expressly set forth herein, and shall be owed solely to the Company. Each party disclaims any intention to impose any fiduciary or similar duty on the other. Additionally, the Placement Agent has not advised, nor is advising, the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the transactions contemplated hereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Placement Agent shall have no responsibility or liability to the Company with respect thereto. Any review by the Placement Agent of the Company, the transactions contemplated hereby or other matters relating to such transactions has been and will be performed solely for the benefit of the Placement Agent and has not been and shall not be on behalf of the Company or any other person. It is understood that the Placement Agent has not and will not be rendering an opinion to the Company as to the fairness of the terms of the offering. Notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Placement Agent may have financial interests in the success of the offering contemplated hereby that are not limited to the Placement Fee and the Placement Agent has no obligation to disclose, or account to the Company for, any of such additional financial interests. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Placement Agent with respect to any breach or alleged breach of fiduciary duty. It is understood that the Company proposes to offer the Securities to the Investors upon the terms and conditions hereof and of set forth in the Subscription Agreements, the Placement Agent shall, on the Closing Date, deliver to the Company, by Federal Funds wire transfer, the Purchase Funds so held by the Placement Agent, reduced by an amount equal to the sum of the aggregate Agency Fee payable to the Placement Agent Registration Statement (as hereinafter defined) and the Placement Agent's bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. At least one day prior to the Closing Date, the Placement Agent shall submit to the Company its bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. As soon as reasonably practicable after the Closing Date, the Placement Agent shall submit to the Company its expense reimbursement invoice and the Company or the Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty days after receipt of such invoice. The Company shall remit to the Placement Agent any remaining Agency Fees or any Placement Agent's expenses for which the Placement Agent is entitled to reimbursementProspectus.

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby engages the Placement Agent, as the exclusive agent of the Company, to, on a commercially reasonable best efforts basis, solicit offers to purchase Units Shares from the Company on the terms and subject to the conditions set forth in the Subscription Agreements Stock Purchase Agreement and Prospectus (as defined below). The Placement Agent shall use commercially reasonable best efforts to assist the Company in obtaining performance by each Investor whose offer to purchase the Units Shares was solicited by the such Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. In connection with its reasonable best efforts to solicit offers to purchase the Shares, the Placement Agent shall only communicate information regarding the Company to potential purchasers of the Shares that is consistent with the information contained in the Prospectus. Under no circumstances will the Placement Agent or any of its affiliates be obligated to underwrite or purchase any of the Units Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company's ’s agent and not as principal. The Placement Agent shall not have any has no authority to bind the Company with respect to any prospective offer to purchase Units Shares, and the Company shall have the sole right to accept offers to purchase Units Shares and may reject any such offer, in whole or in part. The Placement Agent has the right, after discussion with the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation for services rendered by the Placement Agent hereunder, on the Closing Date (as defined below), the Company shall pay or cause to be paid to the Placement Agent shall receive from by wire transfer of immediately available funds to an account or accounts designated by the Company, in the manner provided in Section 6(f)Placement Agent, an aggregate amount equal to five percent (5.0%) 7.0% of the gross proceeds received by the Company from the sale of the Units on such Closing Date Shares to Investors (the "“Agency Fee"Fees”). Such amount may be deducted from the payment made by the Investor(s) to the Company and paid directly to the Placement Agent on the Closing Date. In addition, as set forth in the second paragraph of Section C(1) of the Letter Agreement, for the consideration of $50 at the Closing Date, the Company will sell to the Placement Agent, a warrant to purchase shares of the Common Stock equal to 5.0% of the Shares (the “Agent Warrants”). The Placement Agent agrees that Warrants will be in the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agent shall be entitled to receive in connection with the Offering contemplated hereby.form attached hereto as Exhibit C. (c) The Units Shares are being sold to the Investors at a price of $1.73 0.80 per unit share (the "“Purchase Price"”) as set forth on the cover page of the Prospectus (as defined below). The purchases of Units Shares by the Investors shall be evidenced by the execution of the Subscription Agreements Stock Purchase Agreement by each of the parties thereto in the form attached hereto as Exhibit A. (d) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase shares of the Common Stock or any securities convertible into Common Stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereofhereof or are granted in the ordinary course to directors, officers or employees of the Company under the Company’s equity incentive plans) otherwise than through the Placement Agent in accordance herewithherewith or any other agreements with the Placement Agent. (e) No Units Shares which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements Stock Purchase Agreement shall be deemed to have been purchased and paid for, or sold by the Company, until such Units Shares shall have been delivered to the Investor purchasing such Units Shares against payment therefor by such Investor. If the Company shall default in its obligations to deliver Units Shares to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of the default by the Company in accordance with the procedures set forth in Section 6(c) hereof. (f) Payment of the purchase price for, and delivery of the Units Shares shall be made at a closing (the "“Closing"”) at the offices of Bracewell & ▇▇▇▇▇▇▇▇ LLPlocation, counsel for the Placement Agent, located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, at 11:00 a.m., New York City time, on November 16, 2009 or at such other time and date as the Placement Agent and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (such date of payment and delivery being herein referred to as the "“Closing Date"”). Unless otherwise specified in the applicable Subscription Stock Purchase Agreement, the Units Shares will be settled (i) through the facilities of The Depository Trust Company's ’s DWAC system or (ii) The Depository Trust Company's delivery versus system. Subject to the terms hereof, payment (DVP) settlement service. Payment of the purchase price for the Units Shares shall be made to the Company in the manner set forth in the applicable Subscription Agreement below by Federal Funds wire transfer, against delivery of the Units Shares to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agent may request at least one business day before the Closing Date. Payment of the purchase price for the Units Shares to be purchased by Investors shall be made pursuant to instructions contained in the Subscription Agreement. Prior by such Investors directly to the Closing, each such Investor shall deposit with (i) the Company or (ii) the applicable Placement Agent, pursuant to the Subscription Agreement, an amount (the "Purchase Amount") equal to the product of (x) the number of Units such Investor has agreed to purchase and (y) the Purchase PriceCompany. The aggregate of all such Purchase Amounts is herein referred to as the "Purchase Funds." Subject to the terms and conditions hereof and of the Subscription Agreements, the Placement Agent shallhereof, on the Closing Date, deliver the Company shall pay to the Company, by Federal Funds wire transfer, the Purchase Funds so held by the Placement Agent, reduced by an amount equal to the sum of the aggregate Agency Fee payable to the Placement Agent and the Placement Agent's bona fide estimate of the amount, if any, amount of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. At least one day prior to the Closing Date, the Placement Agent shall submit to the Company its bona fide estimate of the amount, if any, amount of expenses for which the Placement Agent it is entitled to reimbursement pursuant hereto. As soon as reasonably practicable after the Closing Date, the Placement Agent shall submit to the Company its expense reimbursement invoice and the Company or the Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty 10 days after of receipt of such invoice. The Company shall remit to the Placement Agent any remaining Agency Fees or any Placement Agent's expenses for which the Placement Agent is entitled to reimbursementinvoices.

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company and the Selling Stockholder herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company Selling Stockholder hereby engages the Placement AgentCanaccord, as the exclusive agent of the CompanySelling Stockholder, to, on a commercially reasonable best efforts basis, solicit offers to purchase Units Shares from the Company Selling Stockholder on the terms and subject to the conditions set forth in the Subscription Agreements and Statutory Prospectus (as defined below). The Placement Agent Canaccord shall use commercially reasonable best efforts to assist the Company Selling Stockholder in obtaining performance by each Investor whose offer to purchase the Units Shares was solicited by the Placement Agent Canaccord and accepted by the CompanySelling Stockholder, but the Placement Agent Canaccord shall not, except as otherwise provided in this Agreement, have any liability to the Selling Stockholder or the Company in the event any such purchase is not consummated for any reason. In connection with its commercially reasonable efforts to solicit offers to purchase the Shares, Canaccord shall only communicate information regarding the Company and/or the Selling Stockholder to potential purchasers of the Shares that is consistent with the information contained in the Statutory Prospectus. Under no circumstances will the Placement Agent Canaccord or any of its affiliates be obligated to underwrite or purchase any of the Units Shares for its own account or otherwise provide any financing. The Placement Agent Canaccord shall act solely as the Company's Selling Stockholder’s agent and not as principal. The Placement Agent Canaccord shall not have any authority to bind the Company Selling Stockholder with respect to any prospective offer to purchase Units Shares, and the Company Selling Stockholder shall have the sole right to accept offers to purchase Units Shares and may reject any such offer, in whole or in part. The Placement Agent has the right, after discussion with the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation for services rendered by the Placement Agent Canaccord hereunder, on the Closing Date (as defined below), the Placement Agent Selling Stockholder shall receive from the Company, in the manner provided in Section 6(f)pay or cause to be paid to Canaccord by wire transfer of immediately available funds to an account or accounts designated by Canaccord, an aggregate amount equal to five four and one-half percent (5.04.5%) of the gross proceeds received by the Company Selling Stockholder from the sale of the Units on such Closing Date Shares to Investors (the "“Agency Fee"”). The Placement Agent Canaccord agrees that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agent Canaccord shall be entitled to receive in connection with the Offering contemplated hereby. Canaccord may allow concessions, or pay commissions, to other dealers participating in the offering of the Shares. (c) The Units Shares are being sold to the Investors at a price of $1.73 17.50 per unit share (the "“Purchase Price"”) as set forth on the cover page of the Prospectus (as defined below)Statutory Prospectus. The purchases of Units Shares by the Investors shall be evidenced by the execution of the Subscription Agreements by each of the parties thereto in the form attached hereto as Exhibit A. (d) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, neither the Company shall notnor the Selling Stockholder shall, without the prior written consent of the Placement AgentCanaccord, solicit or accept offers to purchase shares of the Common Stock or any securities convertible into Common Stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) Shares, otherwise than through the Placement Agent Canaccord in accordance herewith. (e) No Units Shares which the Company Selling Stockholder has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the CompanySelling Stockholder, until such Units Shares shall have been delivered to the Investor purchasing such Units Shares against payment therefor by such Investor. If the Company Selling Stockholder shall default in its obligations to deliver Units Shares to an Investor whose offer it has accepted, the Company Selling Stockholder shall indemnify and hold the Placement Agent Canaccord harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of the default by the Company in accordance with the procedures set forth in Section 6(c8(c) hereof. (f) Payment of the purchase price for, and delivery of the Units Shares shall be made at a closing (the "“Closing"”) at the offices of Bracewell & ▇▇▇▇▇▇ and ▇▇▇▇▇ LLP, counsel for the Placement AgentCompany, located at 1 Houston Center, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ , ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, at 11:00 10:00 a.m., New York City Houston time, on November 16April 26, 2009 2010 or at such other time and date as the Placement Agent Canaccord and the Company Selling Stockholder determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) (such date of payment and delivery being herein referred to as the "“Closing Date"”). Unless otherwise specified in the applicable Subscription Agreement, the Units Shares will be settled (i) through the facilities of The Depository Trust Company's ’s DWAC system or (ii) The Depository Trust Company's delivery versus system. Subject to the terms hereof, payment (DVP) settlement service. Payment of the purchase price for the Units Shares shall be made to the Selling Stockholder in the manner set forth in the applicable Subscription Agreement below by Federal Funds wire transfer, against delivery of the Units Shares to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agent Canaccord may request at least one business day before the Closing Date. Payment of the purchase price for the Units Shares to be purchased by Investors shall be made pursuant to instructions contained in the Subscription Agreement. Prior by such Investors directly to the Closing, each such Investor shall deposit with (i) the Company or (ii) the applicable Placement Agent, pursuant to the Subscription Agreement, an amount (the "Purchase Amount") equal to the product of (x) the number of Units such Investor has agreed to purchase and (y) the Purchase PriceSelling Stockholder. The aggregate of all such Purchase Amounts is herein referred to as the "Purchase Funds." Subject to the terms and conditions hereof and of the Subscription Agreements, the Placement Agent shallhereof, on the Closing Date, deliver the Selling Stockholder shall pay to Canaccord the Company, by Federal Funds wire transfer, the Purchase Funds so held by the Placement Agent, reduced by an amount equal to the sum of the aggregate Agency Fee payable to set forth in paragraph (b) above and reimburse Canaccord for the Placement Agent and the Placement Agent's bona fide estimate of the amount, if any, amount of expenses for which the Placement Agent Canaccord is entitled to reimbursement pursuant hereto. At least one day prior to the Closing Date, the Placement Agent Canaccord shall submit to the Company Selling Stockholder its bona fide estimate of the amount, if any, amount of expenses for which the Placement Agent it is entitled to reimbursement pursuant hereto. As soon as reasonably practicable after the Closing Date, the Placement Agent Canaccord shall submit to the Company Selling Stockholder its expense reimbursement invoice and the Company Selling Stockholder or the Placement AgentCanaccord, as applicable, shall make any necessary reconciling payment(s) within thirty days after of receipt of such invoice. The Company shall remit to the Placement Agent any remaining Agency Fees or any Placement Agent's expenses for which the Placement Agent is entitled to reimbursementinvoices.

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby engages the Placement Agent, as the exclusive an agent of the CompanyCompany on a non-exclusive basis, to, on a commercially reasonable best efforts basis, solicit offers to purchase Units from the Company on the terms and subject to the conditions set forth in the Subscription Agreements and Prospectus (as defined below). The Placement Agent shall use commercially reasonable best efforts to assist the Company in obtaining performance by each Investor whose offer to purchase the Units was solicited by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent or any of its affiliates be obligated to underwrite or purchase any of the Units for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company's ’s agent and not as principal. The Placement Agent shall not have any authority to bind the Company with respect to any prospective offer to purchase Units and the Company shall have the sole right to accept offers to purchase Units and may reject any such offer, in whole or in part. The Placement Agent has the right, after discussion with the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation for services rendered by the Placement Agent hereunder, on the each Closing Date (as defined below), the Company shall pay or cause to be paid to the Placement Agent shall receive from by wire transfer of immediately available funds to an account or accounts designated by the Company, in the manner provided in Section 6(f)Placement Agent, an aggregate amount equal to five and one-half percent (5.05.50%) of the gross proceeds received by the Company from the sale of the Units if consummated prior to the expiration or termination of this Agreement, other than gross proceeds of the Offering (as defined below) attributable to any ineligible parties identified and agreed to by the Company and the Placement Agent (the “Ineligible Parties”) on such Closing Date (the "“Agency Fee"”). The Placement Agent agrees that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agent shall be entitled to receive in connection with the Offering contemplated hereby. (c) The Units are being sold to the Investors at a the price of $1.73 per unit Unit (the "“Purchase Price"”) as set forth on the cover page of the Prospectus (as defined below). The purchases of Units by the Investors shall be evidenced by the execution of the a Subscription Agreements Agreement by each of the parties thereto in substantially the form attached hereto as Exhibit A. (d) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the final Closing Date, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase shares of the Common Stock or any securities convertible into Common Stock (other than offers with respect to the Ineligible Parties or pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agent in accordance herewith. (e) No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Units shall have been delivered to the Investor purchasing such Units against payment therefor by such Investor. If the Company shall default in its obligations to deliver Units to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of the default by the Company in accordance with the procedures set forth in Section 6(c) hereof. (f) Payment of the purchase price for, and delivery of the Units shall be made at a closing or at multiple closings, if applicable, (the "each, a “Closing"”) at the offices of Bracewell & ▇▇▇▇▇▇▇▇ LLP, counsel for the Placement Agent, located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, at 11:00 10:00 a.m., New York City time, on November 16December 28, 2009 or at such other time and date as the Placement Agent and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the "“Exchange Act") ”), (such each date of payment and delivery being herein referred to as the "a “Closing Date"”). Unless otherwise specified in the applicable Subscription Agreement, the Common Stock of the Units will be settled (i) through the facilities of The Depository Trust Company's ’s DWAC system or (ii) The Depository Trust Company's ’s delivery versus payment (DVP) settlement service. The Warrants of the Units will be delivered to the Investor purchasing such Warrants within three (3) business days following the applicable Investor’s Closing Date. Payment of the purchase price for the Units shall be made in the manner set forth in the applicable Subscription Agreement by Federal Funds wire transfer, against delivery of the Units to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agent may request at least one business day before the a Closing Date. Payment of the purchase price for the Units to be purchased by Investors shall be made pursuant to instructions contained in the Subscription Agreement. Prior to the a Closing, each such Investor purchasing Units in the applicable Closing shall deposit with (i) the Company or (ii) the applicable Placement Agent, pursuant to the Subscription Agreement, an amount (the "“Purchase Amount"”) equal to the product of (x) the number of Units such Investor has agreed to purchase and (y) the Purchase Price. The aggregate of all such Purchase Amounts is herein referred to as the "“Purchase Funds." ” Subject to the terms and conditions hereof and of the Subscription Agreements, the Placement Agent shall, on the each Closing Date, deliver to the Company, by Federal Funds wire transfer, the Purchase Funds so held by the Placement Agent, reduced by an amount equal to the sum of the aggregate Agency Fee payable to the Placement Agent and the Placement Agent's ’s bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. At least one day prior to the a Closing Date, the Placement Agent shall submit to the Company its bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. As soon as reasonably practicable after the a Closing Date, the Placement Agent shall submit to the Company its expense reimbursement invoice and the Company or the Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty days after receipt of such invoice. The Company shall remit to the Placement Agent any remaining Agency Fees or any Placement Agent's ’s expenses for which the Placement Agent is entitled to reimbursement.

Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby engages the Placement Agent, as the exclusive agent of the Company, to, on a commercially reasonable best efforts basis, solicit offers to purchase Units Shares from the Company on the terms and subject to the conditions set forth in the Subscription Agreements Purchase Agreement and Prospectus (as defined below). The Placement Agent shall use commercially reasonable best efforts to assist the Company in obtaining performance by each Investor whose offer to purchase the Units Shares was solicited by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. In connection with its commercially reasonable efforts to solicit offers to purchase the Shares, the Placement Agent shall only communicate information regarding the Company to potential purchasers of the Shares that is consistent with the information contained in the Prospectus. Under no circumstances will the Placement Agent or any of its affiliates be obligated to underwrite or purchase any of the Units Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company's ’s agent and not as principal. The Placement Agent shall not have any authority to bind the Company with respect to any prospective offer to purchase Units Shares, and the Company shall have the sole right to accept offers to purchase Units Shares and may reject any such offer, in whole or in part. The Placement Agent has the right, after discussion with the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation for services rendered by the Placement Agent hereunder, on the Closing Date (as defined below), the Company shall pay or cause to be paid to the Placement Agent shall receive from by wire transfer of immediately available funds to an account or accounts designated by the Company, in the manner provided in Section 6(f)Placement Agent, an aggregate amount equal to five seven percent (5.07.0%) of the gross proceeds received by the Company from the sale of the Units on such Closing Date Shares to Investors (the "“Agency Fee"”). Such amount may be deducted from the payment made by the Investor(s) to the Company and paid directly to the Placement Agent on the Closing Date. As additional compensation for services rendered by the Placement Agent hereunder, on the Closing Date, the Company shall sell to the Placement Agent, for an aggregate purchase price of $50, a warrant (the “Agent’s Warrant”) to purchase 174,100 shares of Common Stock in substantially the form attached hereto as Exhibit A. The Agent’s Warrant and the shares acquirable upon exercise thereof will be subject to the restrictions provided for under FINRA Rule 5110(g)(1). The Placement Agent agrees that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agent shall be entitled to receive in connection with the Offering contemplated hereby. The Placement Agent may allow concessions, or pay commissions, to other dealers participating in the offering of the Shares. (c) The Units Shares are being sold to the Investors at a price of $1.73 1.50 per unit share (the "“Purchase Price"”) as set forth on the cover page of the Prospectus (as defined below). The purchases of Units Shares by the Investors shall be evidenced by the execution of the Subscription Agreements Purchase Agreement by each of the parties thereto thereto. In addition, Northland will act as a placement agent on a commercially reasonable efforts basis on the same terms set forth in Section 1(a) hereof with respect to the sale to Investors of warrants (the “Warrants”) to purchase 0.5 Shares of Common Stock for every one Share of Common Stock purchased in the form attached hereto Offering (the “Warrant Shares”) at a price of $0.01 per Warrant. The offer and sale of the Warrants will be made in a private placement that meets the requirements of Rule 506 of Regulation D promulgated under the Securities Act (as Exhibit A.defined below) pursuant to the Purchase Agreement. (d) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, except for the 500,000 warrants to purchase Common Stock which will be issued in connection with the consummation of the Amended Revenue Agreement with DBD Credit Funding, LLC, without the prior written consent of the Placement Agent, solicit or accept offers to purchase shares of the Common Stock or any securities convertible into Common Stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereofhereof or are granted in the ordinary course to directors, officers or employees of the Company under the Company’s equity incentive plans) otherwise than through the Placement Agent in accordance herewith. (e) No Units Shares or Warrants which the Company has agreed to sell pursuant to this Agreement and or the Subscription Agreements Purchase Agreement shall be deemed to have been purchased and paid for, or sold by the Company, until such Units Shares and Warrants shall have been delivered to the Investor purchasing such Units Shares and Warrants against payment therefor by such Investor. If the Company shall default in its obligations to deliver Units Shares and Warrants to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of the default by the Company in accordance with the procedures set forth in Section 6(c) hereof. (f) Payment of the purchase price for, and delivery of the Units Shares and the Warrants shall be made at a closing (the "“Closing"”) at the offices of Bracewell & ▇▇▇▇▇▇▇▇ LLP, counsel for the Placement Agent, located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, at 11:00 a.m., New York City time, on November 16, 2009 or at such other time and date as the Placement Agent and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) (such date of payment and delivery being herein referred to as the "“Closing Date"”). Unless otherwise specified in the applicable Subscription Purchase Agreement, the Units Shares will be settled (i) through the facilities of The Depository Trust Company's ’s DWAC system or (ii) The Depository Trust Company's delivery versus system. Subject to the terms hereof, payment (DVP) settlement service. Payment of the purchase price for the Units Shares and the Warrants shall be made to the Company in the manner set forth in the applicable Subscription Agreement below by Federal Funds wire transfer, against delivery of the Units Shares and the Warrants to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agent may request at least one business day before the Closing Date. Payment of the purchase price for the Units Shares and the Warrants to be purchased by Investors shall be made pursuant to instructions contained in the Subscription Agreement. Prior by such Investors directly to the Closing, each such Investor shall deposit with (i) the Company or (ii) the applicable Placement Agent, pursuant to the Subscription Agreement, an amount (the "Purchase Amount") equal to the product of (x) the number of Units such Investor has agreed to purchase and (y) the Purchase PriceCompany. The aggregate of all such Purchase Amounts is herein referred to as the "Purchase Funds." Subject to the terms and conditions hereof and of the Subscription Agreements, the Placement Agent shallhereof, on the Closing Date, deliver to the Company, by Federal Funds wire transfer, the Purchase Funds so held by the Placement Agent, reduced by an amount equal to the sum of the aggregate Agency Fee payable Company shall pay to the Placement Agent and the Placement Agent's bona fide estimate of the amount, if any, amount of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. At least one day prior to the Closing Date, the Placement Agent shall submit to the Company its bona fide estimate of the amount, if any, amount of expenses for which the Placement Agent it is entitled to reimbursement pursuant hereto. As soon as reasonably practicable after the Closing Date, the Placement Agent shall submit to the Company its expense reimbursement invoice and the Company or the Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty days after of receipt of such invoiceinvoices. The Company Warrants shall remit be physically delivered to the Placement Agent any remaining Agency Fees or any Placement Agent's expenses for which the Placement Agent is entitled to reimbursementInvestors.