AMENDED AND RESTATED PLACEMENT AGENCY AGREEMENT

1.

RETENTION OF STONEGATE; SCOPE OF SERVICES.

(a)

Subject to the terms and conditions set forth herein, the Company hereby retains Stonegate to act as the non-exclusive placement agent to the Company during the Contract Period (as defined in Section 2 below), and Stonegate hereby agrees to be so retained.

(b)

As the non-exclusive placement agent to the Company, Stonegate will have the non-exclusive right during the Contract Period to identify for the Company prospective purchasers (collectively, the “Purchasers” and each individually, a “Purchaser”) in a placement (the “Placement”) of equity securities to be issued by the Company, the type and dollar amount being as mutually agreed to by the Parties (the “Securities”).

(c)

Terms of the Placement shall be as set forth in subscription documents, including any stock purchase or subscription agreement, escrow agreement, registration rights agreement, warrant agreement and/or other documents to be executed and delivered in connection with the Placement (collectively, the “Subscription Documents).

(d)

Stonegate will have no obligation to purchase any of the Securities offered in the Placement. During the Contract Period, Stonegate shall have the non-exclusive right to arrange for sales of Securities in the Placement, including without limitation the non-exclusive right to identify potential buyers for the Securities. Stonegate is not authorized to act on behalf of the Company in accepting any terms or conditions associated with the Placement of Securities. The Company

shall not be obligated to issue any Securities or accept any offer therefore. All sales of Securities in the Placement and the terms of such Placement shall be subject to the approval of the Company, which approval may be withheld in the Company’s sole discretion.

(e)

Stonegate and the Company will arrange for the deposit of all funds received from the Purchasers for the purchase of the Securities into an escrow account to be established by the Placement Agent and the Company (the “Escrow”) with a recognized bank or trust company acting as the escrow agent (“Escrow Agent”). The terms of such Escrow shall be pursuant to an Escrow Agreement, substantially in the form attached hereto as Exhibit A.

2.

CONTRACT PERIOD AND TERMINATION.

(a)

Stonegate shall act as the Company’s non-exclusive placement agent under this Agreement for a period commencing on the Effective Date, and continuing until terminated by either Party upon 30 days notice to the other Party (the “Contract Period”).

(b)

Upon termination, neither party will have any further obligation under this Agreement, except as provided in Sections 5, 6, 7, 8, 9 and 10 hereof.

3.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The representations and warranties of the Company made to the Purchasers as set forth in the Subscription Documents are hereby incorporated by reference as of the date of consummation of the sale of the Securities (the “Closing”) and all such representations and warranties are hereby deemed made by the Company directly to Stonegate as though set forth in full herein. Without limiting the foregoing, the Company represents and warrants that it has filed, in accordance with the provisions of Securities Act of 1933, as amended and the rules and regulations promulgated thereunder (the “Act”), with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Registration Statement”) on Form S-3 (File No. 333-101963), including a prospectus, which relates to the Securities, that this Registration Statement has been declared effective by the SEC and no stop-order suspending its effectiveness has been issued by the SEC.

4.

COVENANTS OF THE COMPANY.

(a)

Neither the Company nor any affiliate of the Company (as defined in Rule 501(b) of Regulation D) will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) of the Company which will be integrated with the sale of the Securities in a manner which would require the registration under the Securities Act of the Securities unless the Securities are the subject of an effective registration statement filed under the Securities Act. If the Company, in its sole discretion, determines to sell

Securities in a Placement, the Company shall prepare a prospectus supplement to the Registration Statement as required by the rules of the SEC in order to effect the issuance of the Securities and will not file such supplement or amendment without the prior written consent of Stonegate, which consent shall not be unreasonably withheld. The Company will timely make all filings required in accordance with the Act relating to the offering of the Securities in such Placement. The Company understands and agrees that Stonegate shall reasonably determine whether the conditions to the subscribers obligations under any Subscription Documents in connection with any such Placement have been satisfied.

(b)

Any and all filings and documents required to be filed in connection with or as a result of the Placement pursuant to federal and state securities laws are the responsibility of the Company and will be filed by the Company.

(c)

Any press release to be issued by the Company announcing or referring to the Placement shall be subject to the prior review of Stonegate, and each such press release shall, at the request of Stonegate, identify Stonegate as the placement agent. Stonegate shall be permitted to publish a tombstone or similar advertisement upon completion of the Placement identifying itself as the Company’s placement agent with respect thereto with the prior consent of the Company, which consent shall not be unreasonably withheld. This Agreement shall not be filed publicly by the Company without the prior written consent of Stonegate, unless required by applicable law or regulation.

5.

FURNISHING OF COMPANY INFORMATION; CONFIDENTIALITY.

(a)

In connection with Stonegate’s activities hereunder on the Company’s behalf, the Company shall furnish Stonegate with all reasonable information concerning the Company and its operations that Stonegate deems necessary or appropriate (the “Company Information”) and shall provide Stonegate with reasonable access to the Company’s books, records, officers, directors, employees, accountants and counsel. The Company acknowledges and agrees that, in rendering its services hereunder, Stonegate will be using and relying upon the Company Information without independent verification thereof and may, in its sole discretion, use additional information contained in public reports of the Company or other information furnished or approved by the Company for Stonegate’s use in the Placement.

(b)

Stonegate agrees that the Company Information will be used solely for the purpose of performing its services hereunder. Subject to the limitations set forth in subsection (c) below, Stonegate will keep the Company Information provided hereunder confidential and will not disclose such Company Information or any portion thereof, except (i) to a third party contacted by Stonegate on behalf of, and with the prior approval of, the Company pursuant hereto who has agreed to be bound by a confidentiality agreement satisfactory in form and substance to the

Company, or (ii) to any other person for which the Company’s consent to disclose such Company Information has been obtained.

(c)

Stonegate’s confidentiality obligations under this Agreement shall not apply to any portion of the Company Information which (i) at the time of disclosure to Stonegate or thereafter is generally available to and known by the public (other than as a result of a disclosure directly or indirectly by Stonegate in violation of this Agreement); (ii) was available to Stonegate on a non-confidential basis from a source other than the Company, provided that such source is not and was not bound by a confidentiality agreement with the Company; (iii) has been independently acquired or developed by Stonegate without violating any of its obligations under this Agreement; or (iv) the disclosure of which is legally compelled (whether by deposition, interrogatory, request for documents, subpoena, civil or administrative investigative demand or other similar process). In the event that Stonegate becomes legally compelled to disclose any of the Company Information, Stonegate shall provide the Company with prompt prior written notice of such requirement so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement.

(d)

The obligations of the Parties under Sections 5(b) and Section 5(c) shall survive the termination of this Agreement for 12 months.

6.

FEES AND EXPENSES.

(a)

As compensation for services rendered by Stonegate in connection with the Placement, the Company agrees to pay Stonegate a fee of six percent (6%) of the gross proceeds from the sale of Securities sold in the Placement (the “Agency Fee”). The Agency Fee shall be paid immediately upon the closing of each sale of Securities by the Company. The Company shall have no obligation to pay an Agency Fee with respect to a purchase of Securities by any investors in the Placement (i) which are listed on the attached Schedule A, and (ii) those investors not listed on Schedule A that are introduced to the Company after February 5, 2004, other than those introduced through the efforts of Stonegate, by efforts of another broker-dealer registered with the National Association of Securities Dealers (“NASD”) which broker-dealer is paid a placement agent fee by the Company pursuant to a valid written agreement with the Company.

(b)

The Company shall also promptly reimburse Stonegate for all reasonable out-of-pocket expenses incurred by Stonegate and its directors, officers and employees in connection with the performance of Stonegate’s services under this