AGREEMENT AND PLAN OF REORGANIZATION

Agreement and Plan of Merger

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PHARMAFRONTIERS CORP | PHARMA ACQUISITION CORP., | OPEXA PHARMACEUTICALS, INC.,

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Title: AGREEMENT AND PLAN OF REORGANIZATION
Governing Law: Texas Date: 10/8/2004
Law Firm: Brewer & Pritchard, P.C.;Winstead Sechrest & Minick, P.C.

Exhibit 2.1

AGREEMENT AND PLAN OF REORGANIZATION

BY AND AMONG

PHARMAFRONTIERS CORP.,

PHARMA ACQUISITION CORP.,

AND

OPEXA PHARMACEUTICALS, INC.,

DATED AS OF OCTOBER 7, 2004

<PAGE>

AGREEMENT AND PLAN OF REORGANIZATION

This AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of

October 7, 2004, among PharmaFrontiers Corp., a Texas corporation ("PARENT"),

Pharma Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary

of Parent ("MERGER SUB") and Opexa Pharmaceuticals, Inc., a Delaware

corporation ("COMPANY").

RECITALS

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A. Upon the terms and subject to the conditions of this Agreement (as

defined in Section 1.2 below) and in accordance with the Delaware General

Corporation Law ("DELAWARE LAW"), Parent, Merger Sub and Company intend to enter

into a business combination transaction.

B. The Board of Directors of Company (i) has determined that the Merger

(as defined in Section 1.1) is consistent with and in furtherance of the

long-term business strategy of Company and fair to, and in the best interests

of, Company and its shareholders, (ii) has approved this Agreement, the Merger

and the other transactions contemplated by this Agreement, and (iii) has

determined to recommend that the shareholders of Company adopt and approve this

Agreement and approve the Merger.

C. The Board of Directors of Parent (i) has determined that the Merger is

consistent with and in furtherance of the long-term business strategy of Parent

and is fair to, and in the best interests of, Parent and its stockholders, and

(ii) has approved this Agreement, the Merger and the other transactions

contemplated by this Agreement. The Board of Directors of and shareholder of

Merger Sub (i) have determined that the Merger is fair to, and in the best

interests of, Parent and its shareholder, and (ii) have approved this Agreement,

the Merger and the other transactions contemplated by this Agreement.

D. Concurrently with the execution of this Agreement as a condition and

inducement to Parent's willingness to enter into this Agreement, certain

shareholders of the Company, including Top Tier Investments, LLC, Jingwu Zhang,

M.D., Davis Investments V, L.P., Michael Redman, Terry and Mary Ann Wesner (for

their own behalf and on behalf of any retirement accounts which own shares for

their benefit), Odyssey Strategic Equity, LLC are entering into Voting

Agreements in the form attached hereto as Exhibit A (the "COMPANY VOTING

AGREEMENTS").

E. Concurrently with the execution of this Agreement as a condition and

inducement to Parent's willingness to enter into this Agreement, the Company

will enter into a Termination Agreement with Michael Redman terminating his

Employment Agreement, dated September 5, 2001, such Termination Agreement shall

be in the form attached hereto as Exhibit B ("REDMAN TERMINATION AGREEMENT").

F. The parties intend, by executing this Agreement, to adopt a plan of

reorganization within the meaning of Section 368(a) of the Internal Revenue Code

of 1986, as amended (the "CODE").

NOW, THEREFORE, in consideration of the covenants, promises and

representations set forth herein and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the parties agree

as follows:

<PAGE>

ARTICLE I.

THE MERGER

1.1 THE MERGER.

At the Effective Time (as defined in Section 1.2) and subject to and upon

the terms and conditions of this Agreement and the applicable provisions of

Delaware Law, Merger Sub shall be merged with and into Company (the "MERGER"),

the separate corporate existence of Merger Sub shall cease and Company shall

continue as the surviving corporation and as a wholly-owned subsidiary of

Parent. Company as the surviving corporation after the Merger is hereinafter

sometimes referred to as the "SURVIVING CORPORATION."

1.2 EFFECTIVE TIME; CLOSING.

Subject to the provisions of this Agreement, the parties hereto shall cause

the Merger to be consummated by filing an agreement and plan of merger and

articles, certificates or other appropriate filing documents with the Secretary

of State of the State of Delaware in accordance with the relevant provisions of

Delaware Law (collectively, the "CERTIFICATE OF MERGER") as soon as practicable

on or after the Closing Date (as herein defined). The "EFFECTIVE TIME" shall be

the time no later than October 31, 2004, unless Parent has elected to extend the

Effective Time pursuant to Section 6.3 of this Agreement. Unless the context

otherwise requires, the term "AGREEMENT" as used herein refers collectively to

this Agreement and Plan of Reorganization and the Certificate of Merger. The

closing of the Merger (the "CLOSING") shall take place at the offices of Brewer

& Pritchard, P.C., Three Riverway, 18th Floor, Houston, Texas at a time and date

to be specified by the parties, which shall be no later than the second business

day after the satisfaction or waiver of the conditions set forth in Article VI,

or at such other time, date and location as the parties hereto agree in writing

(the "CLOSING DATE"). The Effective Time and the Closing Date shall be one and

the same.

1.3 EFFECT OF THE MERGER.

At the Effective Time, the effect of the Merger shall be as provided in

this Agreement and the applicable provisions of Delaware Law. Without limiting

the generality of the foregoing and subject thereto, at the Effective Time, all

the property, rights, privileges, powers, and franchises of Company and Merger

Sub shall vest in the Surviving Corporation and all debts, liabilities, and

duties of Company and Merger Sub shall become the debts, liabilities, and duties

of the Surviving Corporation.

1.4 CERTIFICATE OF INCORPORATION; BYLAWS.

(a) At the Effective Time, the Certificate of Incorporation of Company, as

in effect immediately prior to the Effective Time, shall be the Certificate of

Incorporation of the Surviving Corporation until thereafter amended as provided

by law and such Certificate of Incorporation of the Surviving Corporation.

(b) The Bylaws of Company, as in effect immediately prior to the Effective

Time, shall be, at the Effective Time, the Bylaws of the Surviving Corporation

until thereafter amended.

1.5 DIRECTORS AND OFFICERS.

At the Effective Time, the directors of the Surviving Corporation shall be

the directors of Parent plus up to two (2) directors selected by the Company and

in accordance with the License Agreement (as defined in Section 2.9), at least

one (1) of whom shall be "independent" as defined in the Securities Act of 1933,

as amended, each to hold office in accordance with the Certificate of

Incorporation and Bylaws of the Surviving Corporation until their respective

successors are duly elected or appointed and qualified. At the Effective Time,

the officers of the Surviving Corporation shall be the officers of Company, each

to hold office in accordance with the Certificate of Incorporation and Bylaws of

the Surviving Corporation until their respective successors are duly appointed.

<PAGE>

1.6 EFFECT ON CAPITAL STOCK.

Subject to the terms and conditions of this Agreement, at the Effective

Time, by virtue of the Merger and without any action on the part of Merger Sub,

Company or the holders of any of the following securities, the following shall

occur:

(a) Conversion of Company Preferred Stock and Company Common Stock.

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(i) Parent shall issue to the holders of Company Common Stock and

Company Preferred Stock (each of which is defined below) an aggregate of

2,500,000 shares of its common stock, par value $.001 per share ("PARENT COMMON

STOCK"), at the Effective Time as consideration for the Merger (assuming no

dissenter's rights have been perfected), together with those shares of Parent

Common Stock provided for in Section 1.6(e), if applicable. At the Effective

Time, each issued and outstanding share of the Company's Series A Preferred

Stock, par value $0.001 per share ("COMPANY PREFERRED STOCK"), other than

dissenting shares of Company Preferred Stock, shall be cancelled and

extinguished and automatically converted (subject to Sections 1.6(e) and (f))

into the right to receive shares of Parent Common Stock, as set forth on Exhibit

C, upon surrender of the certificate representing shares of Company Preferred

Stock in the manner provided in Section 1.7 or Section 1.9. At the Effective

Time, each share of the Company's outstanding common stock, ("COMPANY COMMON

STOCK"), including the exercise of the Company Options (as defined in Section

2.2) and excluding any dissenting shares of Company Common Stock or shares of

Company Common Stock to be cancelled pursuant to Section 1.6(b)), will be

cancelled and extinguished and automatically converted (subject to Sections

1.6(e) and (f)) into the right to receive shares of Parent Common Stock, as set

forth on Exhibit C, upon surrender of the certificate representing such share of

Company Common Stock in the manner provided in Section 1.7 or Section 1.9. Prior

to the Effective Time, each Company Option shall be either accelerated and

exercised or terminated. Each Company Warrant (as defined in Section 2.2) shall

be terminated prior to the effective time, and therefore, the holders of Company

Warrants shall not be entitled to the right to receive or purchase any shares of

Parent Company Stock.

(ii) If any shares of Company Common Stock outstanding immediately

prior to the Effective Time are unvested or are subject to a repurchase option,

risk of forfeiture, or other condition under any applicable restricted stock

purchase agreement or other agreement with the Company, then, subject to the

terms of the plan or agreement pursuant to which such shares were issued, the

shares of Parent Common Stock issued in exchange for such shares of Company

Common Stock will also be unvested and subject to the same repurchase option,

risk of forfeiture, or other condition, and the certificates representing such

shares of Parent Common Stock may accordingly be marked with appropriate

legends. Company shall take all action that may be necessary to ensure that,

from and after the Effective Time, Parent is entitled to exercise any such

repurchase option or other right set forth in any such restricted stock purchase

agreement or other agreement.

(b) Cancellation of Parent-Owned Stock. Each share of Company Common

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Stock held by the Company or any direct or indirect wholly-owned subsidiary of

Company immediately prior to the Effective Time shall be cancelled and

extinguished without any conversion thereof.

---------------------

hereby will be subject to a three (3) year contractual restriction precluding

transfer, assignment, disposition, hypothecation, engaging in short sales or any

hedging activity ("Transfer") as follows: for a period of one (1) year from the

Effective Time, no shares can be Transferred; thereafter, during each subsequent

three month period, each holder can Transfer an amount equal to one-eighth of

the shares of Parent Common Stock issued to such holder hereunder. All

certificates representing Parent Common Stock will contain a restrictive legend

reflecting the prohibition on Transfer.

(d) Capital Stock of Merger Sub. Each share of common stock of Merger Sub

----------------------------

(the "MERGER SUB COMMON STOCK") issued and outstanding immediately prior to the

Effective Time shall be converted into or exercisable for one validly issued,

fully paid and nonassessable share of common stock of the Surviving Corporation.

Each certificate evidencing ownership of shares of Merger Sub Common Stock shall

evidence ownership of such share of capital stock of the Surviving Corporation.

<PAGE>

(e) Adjustments to Exchange Ratios. The exchange ratios as set forth on

---------------------------------

Exhibit C shall be adjusted to reflect appropriately the effect of any stock

split, reverse stock split, stock dividend (including any dividend or

distribution of securities convertible into or exercisable for Parent Common

Stock or Company Common Stock), reorganization, recapitalization,

reclassification or other like change with respect to Parent Common Stock or

Company Common Stock occurring on or after the date hereof and prior to the

Effective Time.

(f) Fractional Shares. No fraction of a share of Parent Common Stock will

------------------

be issued by virtue of the Merger, but in lieu thereof, each holder of shares of

Company Common Stock who would otherwise be entitled to a fraction of a

share of Parent Common Stock (after aggregating all fractional shares of Parent

Common Stock that otherwise would be received by such holder) shall, upon

surrender of such holder's Certificate(s) (as defined in Section 1.7(c)),

receive from Parent, at the sole discretion of Parent, either (A) an amount of

cash (rounded to the nearest whole cent), without interest, equal to the product

of (i) such fraction and (ii) the average closing price of Parent Common Stock

for the five trading days immediately preceding the last full trading day prior

to the Effective Time, as reported on the over-the-counter market, or (B) a

whole share of Parent Common Stock.

1.7 SURRENDER OF CERTIFICATES; PAYMENT OF STOCK CONSIDERATION.

(a) Exchange Agent. Parent and Company hereby select Parent's transfer

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agent to act as the exchange agent (the "EXCHANGE AGENT") in the Merger.

(b) Parent to Provide Common Stock. Promptly after the Effective Time,

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Parent shall make available to the Exchange Agent, for exchange in accordance

with this Article I, (i) the shares of Parent Common Stock issuable pursuant to

Section 1.6 in exchange for outstanding shares of Company Preferred Stock and

Company Common Stock and (ii) cash in an amount sufficient for payment in lieu

of fractional shares pursuant to Section 1.6(f), if any, and any dividends or

distributions to which holders of shares of Company Common Stock may be entitled

pursuant to Section 1.7(d).

---------------------

(and in any event within five business days after Parent's receipt of all

necessary shareholder lists and other supporting information including Company

stockholder investment intent acknowledgement pursuant to section 2.21), Parent

shall cause the Exchange Agent to mail to each holder of record (as of the

Effective Time) of a certificate or certificates (the "CERTIFICATES"), which

immediately prior to the Effective Time represented outstanding securities whose

shares were converted into the right to receive shares of Parent Common Stock

pursuant to Section 1.6(a), cash in lieu of any fractional shares pursuant to

Section 1.6(f) and any dividends or other distributions pursuant to Section

1.7(d), (i) a letter of transmittal (which shall specify that delivery shall be

effected, and risk of loss and title to the Certificates shall pass only upon

delivery of the Certificates to the Exchange Agent and shall contain such other

provisions as Parent may reasonably specify) and (ii) instructions for use in

effecting the surrender of the Certificates in exchange for certificates

representing shares of Parent Common Stock, cash in lieu of any fractional

shares pursuant to Section 1.6(f), and any dividends or other distributions

pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to

the Exchange Agent or to such other agent or agents as may be appointed by

Parent, together with such letter of transmittal, duly completed and validly

executed in accordance with the instructions thereto, the holders of such

Certificates shall be entitled to receive in exchange therefore certificates

representing the number of whole shares of Parent Common Stock into which their

shares of Company Common Stock and Company Preferred Stock were converted at the

Effective Time, payment in lieu of fractional shares which such holders have the

right to receive pursuant to Section 1.6(f), and any dividends or distributions

payable pursuant to Section 1.7(d), and the Certificates so surrendered shall

forthwith be cancelled. Until so surrendered, outstanding Certificates will be

deemed from and after the Effective Time, for all corporate purposes, subject to

Section 1.7(d) as to the payment of dividends and other distributions, to

evidence only the ownership of the number of full shares of Parent Common Stock

into which such shares of Company Common Stock and Company Preferred Stock shall

have been so converted and the right to receive an amount in cash in lieu of the

issuance of any fractional shares in accordance with Section 1.6(f).

(d) Distributions With Respect to Unexchanged Shares. No dividends or

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other distributions declared or made after the date of this Agreement with

respect to Parent Common Stock with a record date after the Effective

<PAGE>

Time will be paid to the holders of any unsurrendered Certificate(s) with

respect to the shares of Parent Common Stock represented thereby until the

holders of record of such Certificate(s) shall surrender such Certificate(s).

Subject to applicable law, following surrender of any such Certificate(s), the

Exchange Agent shall deliver to the record holders thereof, without interest, a

certificate(s) representing whole shares of Parent Common Stock issued in

exchange therefore along with payment in lieu of fractional shares pursuant to

Section 1.6(f) hereof and the amount of any such dividends or other

distributions with a record date after the Effective Time payable with respect

to such whole shares of Parent Common Stock.

(e) Transfers of Ownership. If any certificate representing shares of

-------------------------

Parent Common Stock is to be issued in a name other than that in which the

Certificate surrendered in exchange therefore is registered, it will be a

condition of the issuance thereof that the Certificate so surrendered will be

properly endorsed and otherwise in proper form for transfer and that the persons

requesting such exchange will have paid to Parent or any agent designated by it

any transfer or other taxes required by reason of the issuance of certificates

representing shares of Parent Common Stock in any name other than that of the

registered holder of the Certificates surrendered, or established to the

satisfaction of Parent or any agent designated by it that such tax has been paid

or is not payable.

(f) Required Withholding. Each of the Exchange Agent, Parent, and the

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Surviving Corporation shall be entitled to deduct and withhold from any

consideration payable or otherwise deliverable pursuant to this Agreement to any

holder or former holder of Company Common Stock and Company Preferred Stock such

amounts as may be required to be deducted or withheld therefrom under the Code

or under any provision of state, local, or foreign tax law or under any other

applicable legal requirement. To the extent such amounts are so deducted or

withheld, such amounts shall be treated for all purposes under this Agreement as

having been paid to the person to whom such amounts would otherwise have been

paid.

(g) No Liability. Notwithstanding anything to the contrary in this

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Section 1.7, none of the Exchange Agent, Parent, the Surviving Corporation, or

any party hereto shall be liable to a holder of shares of Parent Common

Stock or Company Common Stock or Company Preferred Stock for any amount properly

paid to a public official pursuant to any applicable abandoned property, escheat

or similar law.

1.8 NO FURTHER OWNERSHIP RIGHTS IN COMPANY COMMON STOCK.

All shares of Parent Common Stock issued upon the surrender for exchange of

shares of Company Common Stock and Company Preferred Stock in accordance with

the terms hereof (together with any cash paid in respect thereof pursuant to

Section 1.6(f) and 1.7(d)) shall be deemed to have been issued in full

satisfaction of all rights pertaining to such shares of Company Common Stock and

Company Preferred Stock, and there shall be no further registration of transfers

on the records of the Surviving Corporation of shares of Company Common Stock

and Company Preferred Stock which were outstanding immediately prior to the

Effective Time. If, after the Effective Time, Certificates are presented to the

Surviving Corporation for any reason, they shall be cancelled and exchanged as

provided in this Article I.

1.9 LOST, STOLEN OR DESTROYED CERTIFICATES.

In the event that any Certificate shall have been lost, stolen or

destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or

destroyed Certificate, upon the making of an affidavit of that fact by the

holder thereof, certificates representing the shares of Parent Common Stock into

which the shares of Company Common Stock or Company Preferred Stock represented

by such Certificates were converted pursuant to Section 1.6, cash for fractional

shares, if any, as may be required pursuant to Section 1.6(f) and any dividends

or distributions payable pursuant to Section 1.7(d); provided, however, that

Parent may, in its discretion and as a condition precedent to the issuance of

such certificates representing shares of Parent Common Stock, cash and other

distributions, require the owner of such lost, stolen or destroyed Certificate

to deliver a bond in such sum as it may reasonably direct as indemnity against

any claim that may be made against Parent, the Surviving Corporation, or the

Exchange Agent with respect to the Certificates alleged to have been lost,

stolen or destroyed.

<PAGE>

1.10 TAX AND ACCOUNTING CONSEQUENCES.

(a) It is intended by the parties hereto that the Merger shall constitute

a reorganization within the meaning of Section 368(a) of the Code. The parties

hereto adopt this Agreement as a "plan of reorganization" within the meaning of

Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

(b) It is also intended by the parties hereto that the Merger shall

qualify for accounting treatment as a purchase.

1.11 DISSENTING SHARES.

All shares of Company Preferred Stock and Company Common Stock for which

appraisal rights are perfected in accordance with Section 262 of Delaware Law

are referred to in this Agreement as "Dissenting Shares". The Company shall

give Parent prompt notice upon receipt by the Company of any demand for

appraisal of Company Common Stock in connection with the Merger. The Company

agrees that prior to the Effective Time it will not, except as required by law

or with the prior consent of Parent, voluntarily make any payment with respect

to, or settle or offer to settle, any such demand. From and after the Effective

Time, no holder of Dissenting Shares shall be entitled to vote Dissenting Shares

for any purposes or to receive payment of dividends or other distributions on

the Dissenting Shares (except dividends or other distributions payable to

stockholders of record at the date which is prior to the Effective Time), unless

otherwise provided by Section 262(k) of the DGCL.

1.12 TAKING OF NECESSARY ACTION; FURTHER ACTION.

If, at any time after the Effective Time, any further action is necessary

or desirable to carry out the purposes of this Agreement and to vest the

Surviving Corporation with full right, title, and possession to all assets,

property, rights, privileges, powers and franchises of Company and Merger Sub,

the officers and directors of Company and Merger Sub are fully authorized in the

manner of their respective corporations or otherwise to take, and will take, all

such lawful and necessary action.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to Parent and Merger Sub, subject to

such exceptions as are specifically disclosed in writing in the schedules hereto

(each such exception to reference the specific section number of this Article II

to which it applies and each other section number of this Article II to the

extent such applicability is reasonably apparent on the face of such exception),

dated as of the date hereof (the "COMPANY SCHEDULE"):

2.1 ORGANIZATION OF COMPANY; NO SUBSIDIARIES.

(a) Company is a corporation duly organized, validly existing and in good

standing under the laws of the jurisdiction of its incorporation; has the

corporate power and authority to own, lease and operate its assets and property

and to carry on its business as now being conducted and as proposed to be

conducted; and is duly qualified to do business and in good standing as a

foreign corporation in each jurisdiction in which the failure to be so qualified

would have a Material Adverse Effect (as defined in Section 9.3(b)(ii)) on

Company.

(b) Company does not own any subsidiaries. Except as set forth in

Schedule 2.1(b) of the Company Schedule, Company does not own an equity,

membership, partnership, or similar interest in, or any interest convertible

into, or exchangeable or exercisable for any such interest in, any corporation,

partnership, joint venture, limited liability company or other business

association or entity.

copy of the Certificate of Incorporation and Bylaws of Company, each as amended

to date, and each such instrument is in full force and effect. Company is not

in violation of any of the provisions of its Certificate of Incorporation or

Bylaws.

<PAGE>

2.2 COMPANY CAPITAL STRUCTURE.

The authorized capital stock of Company consists of 20,000,000 shares of

Company Common Stock, of which there were 2,575,625 shares issued and

outstanding as of the date hereof, and 11,500,000 shares of preferred stock, par

value $.001 per share, of which 6,804,349 shares of Company Preferred Stock are

issued or outstanding as of the date hereof. All outstanding shares of Company

Common Stock and Company Preferred Stock are duly authorized, validly issued,

fully paid, and nonassessable, and are not subject to preemptive rights created

by statute, the Certificate of Incorporation or Bylaws of Company, or any

agreement or document to which Company is a party or by which it is bound. As

of the date hereof, there are warrants to purchase 800,000 shares of Company

Common Stock ("COMPANY WARRANTS") outstanding and options to purchase 840,000

shares of Company Common Stock ("COMPANY OPTIONS") outstanding. The Company's

2001 Stock Option Plan has a total of 2,630,000 shares of Company Common Stock

reserved for issuance pursuant to such plan. All shares of Company Common Stock

subject to issuance as aforesaid, upon issuance on the terms and conditions

specified in the instruments pursuant to which they are issuable, would be duly

authorized, validly issued, fully paid, and nonassessable. Schedule 2.2 of the

Company Schedule lists (i) each outstanding share of Company Common Stock and

Company Preferred Stock, the name of the holder of such security and the vesting

schedule for such security, if applicable, (ii) each outstanding Company Option

to acquire shares of Company Common Stock, the name of the holder of such

option, the number of shares subject to such option, the exercise price of such

option, the number of shares as to which such option will have vested at such

date, the vesting schedule for such option and whether the exercisability of

such option will be accelerated in any way by the transactions contemplated by

this Agreement or for any other reason, and indicates the extent of

acceleration, if any, and (iii) each outstanding Company Warrant, the name of

the holder of such Company Warrant, the number of shares subject to such Company

Warrant, the exercise price of such Company Warrant, the number of shares as to

which such Company Warrant will have vested at such date, the vesting schedule

for such Company Warrant and whether the exercisability of such Company Warrant

will be accelerated in any way by the transactions contemplated by this

Agreement or for any other reason, and indicates the extent of acceleration, if

any.

2.3 OBLIGATIONS WITH RESPECT TO CAPITAL STOCK.

Except as set forth in Schedule 2.3 of the Company Schedule, as of the date

hereof, there are no equity securities, partnership interests, or similar

ownership interests of any class of the Company, or any securities exchangeable

or convertible into or exercisable for such equity securities, partnership

interests, or similar ownership interests issued, reserved for issuance or

outstanding. Except for securities the Company owns, there are no equity

securities, partnership interests, or similar ownership interests of any class

of any subsidiary of the Company, or any security exchangeable or convertible

into or exercisable for such equity securities, partnership interests or similar

ownership interests issued, reserved for issuance or outstanding. Except as set

forth in Schedule 2.3 of the Company Schedule, there are no stock appreciation

rights, phantom stock, or other similar rights of the Company and no options,

warrants, equity securities, partnership interests, or similar ownership

interests, calls, rights (including preemptive rights), commitments or

agreements of any character to which Company or any of its subsidiaries is a

party, or by which it is bound, obligating the Company or any of its

subsidiaries to issue, deliver or sell, or cause to be issued, delivered or

sold, or repurchase, redeem or otherwise acquire, or cause the repurchase,

redemption or acquisition, of any shares of capital stock of Company or any of

its subsidiaries or obligating Company or any of its subsidiaries to grant,

extend, accelerate the vesting of or enter into any such stock appreciation

rights, phantom stock, or other similar rights, or any such option, warrant,

equity security, partnership interest or similar ownership interest, call,

right, commitment or agreement. There are no registration rights and, to the

knowledge of the Company there are no voting trusts, rights of first refusal,

proxies or other agreements or understandings with respect to any equity

security of any class of the Company or with respect to any equity security,

partnership interest or similar ownership interest of any class of any of its

subsidiaries.

2.4 AUTHORITY.

(a) The Company has all requisite corporate power and authority to enter

into this Agreement and to consummate the transactions contemplated hereby. The

execution and delivery of this Agreement and the consummation of the

transactions contemplated hereby have been duly authorized by all necessary

corporate action on the part of Company, subject only to the approval and

adoption of this Agreement and the approval of the Merger by Company's

shareholders and the filing and recordation of the Certificate of Merger

pursuant to Delaware Law.

<PAGE>

This Agreement has been duly executed and delivered by Company and, assuming the

due authorization, execution, and delivery by Parent and Merger Sub, constitutes

the valid and binding obligations of Company, enforceable in accordance with its

terms, except as enforceability may be limited by bankruptcy and other similar

laws and general principles of equity. The execution and delivery of this

Agreement by Company does not, and the performance of this Agreement by Company

will not, (i) conflict with or violate the Certificate of Incorporation or

Bylaws of Company, (ii) subject to obtaining the approval of the Merger by

Company's shareholders as contemplated in Section 5.2 and compliance with the

requirements set forth in Section 2.4(b) below, conflict with or violate any

law, rule, regulation, order, judgment, or decree applicable to Company or any

of its subsidiaries or by which its or any of their respective properties is

bound or affected, or (iii) except as set forth on Schedule 2.4 (a) of the

Company Schedule, result in any breach of, or constitute a default (or an event

that with notice or lapse of time or both would become a default) under, or

impair Company's rights or alter the rights or obligations of any third party

under, or give to others any rights of termination, amendment, acceleration, or

cancellation of, or result in the creation of a lien or encumbrance on any of

the properties or assets of Company or any of its subsidiaries pursuant to, any

note, bond, mortgage, indenture, contract, agreement, lease, license, permit,

franchise, or other instrument or obligation to which Company or any of its

subsidiaries is a party or by which Company or any of its subsidiaries or its or

any of their respective properties are bound or affected, except to the extent

such conflict, violation, breach, default, impairment or other effect could not,

in the case of clause (ii) or (iii), individually or in the aggregate,

reasonably be expected to have a Material Adverse Effect on Company or a

material adverse effect on the ability of Company to perform its obligations

under this Agreement.

(b) No consent, approval, order or authorization of, or registration,

declaration, or filing with any court, administrative agency or commission or

other governmental authority or instrumentality ("GOVERNMENTAL ENTITY") is

required by or with respect to Company in connection with the execution and

delivery of this Agreement or the consummation of the transactions contemplated

hereby or thereby, except for (i) the filing of the Certificate of Merger with

the Secretary of State of Delaware, and (ii) such other consents,

authorizations, filings, approvals, and registrations which, if not obtained or

made, could not, individually or in the aggregate, reasonably be expected to

have a Material Adverse Effect on Company or a material adverse effect on the

ability of Company to perform its obligations under this Agreement.

2.5 COMPANY FINANCIAL STATEMENTS.

(a) The Company has delivered to Parent in Schedule 2.5(a) of the Company

Schedule copies of its financial statements from February 16, 2001 (inception)

through August 31, 2004 (the "COMPANY FINANCIALS"). The balance sheet of the

Company contained in the financial statements of the Company as of August 31,

2004 is hereinafter referred to as the "COMPANY BALANCE SHEET." The Company

Financials were prepared in accordance with generally accepted accounting

principles ("GAAP") applied on a consistent basis throughout the periods

involved (except as may be indicated in the notes thereto or, in the case of

unaudited interim financial statements as may be permitted by GAAP.). The

Company Financials fairly present in all material respects the financial

position of the Company and its subsidiaries to which it relates as of its date,

and each of the related consolidated statements of operations and retained

earnings and cash flows or equivalent statements in the Company Financials

(including any related notes and schedules) fairly presents in all material

respects the results of operations, retained earnings and cash flows, as the

case may be, of the Company and its subsidiaries for the period set forth

therein in each case in accordance with generally accepted accounting principles

applicable to the Company consistently applied throughout the periods involved,

except as may be noted therein. The accounts receivable and any other

contingent asset reflected on the Company Balance Sheet arose from bona fide

transactions in the ordinary course of business, and, to the best of the

Company's Knowledge, are not subject to any offset or counterclaim.

(b) The Company has delivered to Parent in Schedule 2.5(b) of the Company

Schedule the current balance of all asset accounts and detail accounts payable

on the Company's general ledger as of September 29, 2004.

the Company Schedule, neither Company nor any of its subsidiaries has any

liabilities (absolute, accrued, contingent or otherwise) of a nature required to

be disclosed on a balance sheet or in the related notes to the consolidated

financial statements prepared in accordance with GAAP which are, individually or

in the aggregate, material to the business, results of operations or financial

condition of Company and its subsidiaries taken as a whole, except liabilities

(i) provided for

<PAGE>

in the Company Balance Sheet, or (ii) incurred since the date of the Company

Balance Sheet in the ordinary course of business and are immaterial in the

aggregate.

2.6 ABSENCE OF CERTAIN CHANGES OR EVENTS.

Except as set forth in Schedule 2.6 of the Company Schedule, since the date

of the Company Balance Sheet there has not been: (i) any Material Adverse Effect

on the Company, (ii) any declaration, setting aside or payment of any dividend

on, or other distribution (whether in cash, stock, or property) in respect of,

any of the Company's capital stock, or any purchase, redemption or other

acquisition by the Company of any of the Company's capital stock or any other

securities of the Company or any options, warrants, calls or rights to acquire

any such shares or other securities, (iii) any split, combination, or

reclassification of any of the Company's capital stock, (iv) any granting by the

Company of any increase in compensation or fringe benefits, or any payment by

the Company or any of its subsidiaries of any bonus, (v) any granting by the

Company of any increase in severance or termination pay, (vi) any entry by the

Company into any currently effective employment, severance, termination or

indemnification agreement or any other agreement the benefits of which are

contingent or the terms of which are materially altered upon the occurrence of a

transaction involving the Company of the nature contemplated hereby, (vii) entry

by the Company into any licensing or other agreement with regard to the

acquisition or disposition of any Intellectual Property (as defined herein),

(viii) any material change by the Company in its accounting methods, principles

or practices, except as required by concurrent changes in GAAP, (ix) any

revaluation by the Company of any of its assets, including, without limitation,

writing down the value of capitalized inventory or writing off notes or accounts

receivable, (x) any changes in the vesting schedules of outstanding Company

Options or Company Warrants, or (xi) any grant of Company derivative securities

prior to the date of this Agreement.

2.7 TAXES.

Definition of Taxes. For the purposes of this Agreement, "TAX" or "TAXES"

---------------------

refers to any and all federal, state, local, and foreign taxes, assessments, and

other governmental charges, duties, impositions, and liabilities relating to

taxes, including taxes based upon or measured by gross receipts, income,

profits, sales, use and occupation, and value added, ad valorem, transfer,

franchise, withholding, payroll, recapture, employment, excise and property

taxes, together with all interest, penalties and additions imposed with respect

to such amounts and any obligations under any agreements or arrangements

with any other person with respect to such amounts and including any liability

for taxes of a predecessor entity.

2.8 TAX RETURNS AND AUDITS.

(a) Company has timely filed all federal, state, local and foreign

returns, estimates, information statements and reports ("RETURNS") and/or

extensions relating to Taxes required to be filed by Company with any Tax

authority, except such Returns which are not material to the Company. Company

has paid all Taxes shown to be due on such Returns.

(b) Company as of the Effective Time will have withheld with respect to

its employees all federal and state income Taxes, Taxes pursuant to the Federal

Unemployment Tax Act, and other Taxes required to be withheld.

is there any material Tax deficiency outstanding, proposed or assessed against

Company, nor has Company executed any unexpired waiver of any statute of

limitations on or extending the period for the assessment or collection of any

Tax.

(d) No audit or other examination of any Return of Company by any Tax

authority is presently in progress, nor has Company been notified of any request

for such an audit or other examination.

(e) No adjustment relating to any Returns filed by Company has been

proposed in writing formally or informally by any Tax authority to Company or

any representative thereof.

(f) Company has no liability for any material unpaid Taxes which has not

been accrued for or reserved on Company Balance Sheet in accordance with GAAP,

whether asserted or unasserted, contingent or otherwise.

<PAGE>

(g) There is no contract, agreement, plan or arrangement to which Company

is a party as of the date of this Agreement, including but not limited to the

provisions of this Agreement, covering any employee or former employee of

Company that, individually or collectively, would reasonably be expected to give

rise to the payment of any amount that would not be deductible pursuant to

Sections 280G, 404 or 162(m) of the Code. There is no contract, agreement,

plan, or arrangement to which Company is a party or by which it is bound to

compensate any individual for excise taxes paid pursuant to Section 4999 of the

Code.

(h) Company has not filed any consent agreement under Section 341(f) of

the Code or agreed to have Section 341(f)(2) of the Code apply to any

disposition of a subsection (f) asset (as defined in Section 341(f)(4) of the

Code) owned by Company.

(i) Company is not a party to and has no obligation under any Tax-sharing,

Tax indemnity or Tax allocation agreement or arrangement.

(j) None of Company's assets are tax-exempt use property within the

meaning of Section 168(h) of the Code.

(k) Company has (a) never been a member of an affiliated group (within the

meaning of Code Section 1504(a)) filing a consolidated federal income Tax Return

(other than a group the common parent of which was Company), (b) with respect to

the Taxes of any person (other than Company) (i) no liability under Treas. Reg.

Section 1.1502-6 (or any similar provision of state, local or foreign law) and

(ii) no material liability as a transferee or successor and (c) never been a

party to any joint venture, partnership or other agreement that should be

treated as a partnership for Tax purposes.

(l) Company has not been either a "distributing corporation" or a

"controlled corporation" in a distribution of stock qualifying for tax-free

treatment under Section 355 of the Code.

2.9 COMPANY INTELLECTUAL PROPERTY.

For the purposes of this Agreement, the following terms have the following

definitions:

"INTELLECTUAL PROPERTY" shall mean any or all of the following and all

rights in, arising out of, or associated therewith: (i) including any licenses

or sublicenses (and subsequent amendments thereto) to any Patents (as defined

below) or other Intellectual Property (ii) all United States, international and

foreign patents and applications therefore and all reissues, divisions,

renewals, extensions, provisionals, continuations and continuations-in-part

thereof ("Patents"); (iii) all inventions (whether patentable or not), invention

disclosures, improvements, trade secrets, proprietary information, know how,

technology, technical data and customer lists, and all documentation relating to

any of the foregoing; (iv) all copyrights, copyrights registrations and

applications therefore, and all other rights corresponding thereto throughout

the world; (v) all industrial designs and any registrations and applications

therefore throughout the world; (vi) all trade names, logos, common law

trademarks and service marks, trademark and service mark registrations and

applications therefore throughout the world; (vii) all databases and data

collections and all rights therein throughout the world; (viii) all moral and

economic rights of authors and inventors, however denominated, throughout the

world, and (ix) any similar or equivalent rights to any of the foregoing

anywhere in the world. "COMPANY INTELLECTUAL PROPERTY" shall mean any

Intellectual Property that is owned by the Company, as set forth on Schedule 2.9

of the Company Schedule, including but not limited to, the License Agreement

(and all subsequent amendments thereto) by and between Baylor College of

Medicine ("Baylor") and Company signed on September 5, 2001 (the "License

Agreement") attached hereto in Schedule 2.9 of the Company Schedule.

(a) Except as set forth in Schedule 2.9 of the Company Schedule, the

Company does not own or have pending, nor has it licensed, any Company

Intellectual Property. No Company Intellectual Property or product or service

of Company is subject to any proceeding or outstanding decree, order, judgment,

contract, license, agreement, or stipulation restricting in any manner the use,

transfer, or licensing thereof by Company, or which may affect the validity, use

or enforceability of such Company Intellectual Property.

<PAGE>

(b) To the knowledge of Company, Company owns, or has license or other

rights to use each material item of Company Intellectual Property or other

Intellectual Property used by Company free and clear of any lien or encumbrance.

of or granted any license with respect to, any Company Intellectual Property to

any third party.

(d) To the knowledge of Company, the operation of the business of Company

and its subsidiaries as such business currently is conducted does not infringe

the Intellectual Property of any third party.

(e) Neither Company nor any of its subsidiaries has received notice from

any third party that the operation of the business of Company or any of its

subsidiaries or any act, product, or service of Company or any of its

subsidiaries, infringes the Intellectual Property of any third party.

(f) To the knowledge of Company, no person has or is infringing any

material Company Intellectual Property.

(g) Company and each of its subsidiaries has taken reasonable steps to

protect Company's and its subsidiaries' rights in Company's confidential

information and trade secrets that it wishes to protect or any trade secrets or

confidential information of third parties provided to Company or any of its

subsidiaries, and, without limiting the foregoing, each of Company and its

subsidiaries has and enforces a policy requiring each employee and contractor to

execute a proprietary information/confidentiality agreement or contractor

agreement which includes a proprietary/information or confidential provision,

both substantially in the form set forth in Schedule 2.9 of the Company Schedule

and all current and former employees and contractors of Company and any of its

subsidiaries have executed such an agreement.

(h) Company has met every obligation and/or condition as required by any

agreement involving Company Intellectual Property, including, but not limited to

the License Agreement, and is not and has not at any time breached any agreement

involving Company Intellectual Property, including, but not limited to the

License Agreement.

(i) To the knowledge of Company, Baylor is not in breach of the License

Agreement and has not notified the Company of any breach by the Company of the

License Agreement and except as set forth in Schedule 2.9 of the Company

Schedule; Baylor has not taken any action inconsistent with its conditions and

obligations.

2.10 COMPLIANCE; PERMITS; RESTRICTIONS.

(a) Except as set forth on Schedule 2.10 (a) of the Company Schedule,

Company is not in any material respect in conflict with, or in default or

violation of (i) any law, rule, regulation, order, judgment, or decree

applicable to Company or by which its or any of its respective properties is

bound or affected, or (ii) any material note, bond, mortgage, indenture,

contract, agreement, lease, license, permit, franchise, or other instrument or

obligation to which Company is a party or by which Company or its properties is

bound or affected. To the knowledge of Company, no investigation or review by

any Governmental Entity is pending or threatened against Company, nor has any

Governmental Entity indicated an intention to conduct the same. There is no

material agreement, judgment, injunction, order, or decree binding upon Company

which has or would reasonably be expected to have the effect of prohibiting or

materially impairing any current business practice of Company, any acquisition

of material property by Company or the conduct of business by Company as

currently conducted.

(b) Company holds all permits, licenses, variances, exemptions, orders,

and approvals from governmental authorities which are material to the operation

of the business of Company, as set forth in Schedule 2.10(b) of the Company

Schedule (collectively, the "COMPANY PERMITS"). Company is in compliance in all

material respects with the terms of the Company Permits.

past five years from any authority responsible for the regulation of the

manufacture of pharmaceuticals (the "Food and Drug Authority") (i) regarding the

approvability or approval of a permit concerning, or the labeling of, any

products of the Company or

<PAGE>

(ii) alleging any violation of any applicable law governing the manufacture of

pharmaceuticals ("FOOD AND DRUG LAWS") by the Company which, in the case of

either clause (i) or (ii), individually or in the aggregate has had or would

have a material adverse effect on the Company. Schedule 2.10(c) of the Company

Schedule sets forth all of the permits, licenses, variance, exemptions, orders

and approvals from governmental authorities issued to the Company by any Food

and Drug Authority.

(d) No permit, permission for clinical testing, or product of the Company

has been denied, placed on hold, withdrawn, suspended, or discontinued as a

result of any action by any Food and Drug Authority, by the Company within the

past five years. No proceedings of which the Company has knowledge (whether

completed or pending) seeking the withdrawal, suspension, or seizure of any

permit, or product of the Company are pending against the Company, the Company's

products, any licensee or customer of any product of the Company.

(e) For products that the Company is currently manufacturing, testing, or

subjecting to clinical evaluation, each of the Company's applicable permits

under the Food and Drug Laws is complete, accurate, and up to date in all

material respects.

(f) To the Company's Knowledge, (i) during the last five years no officer,

employee, or agent of the Company, has made an untrue statement of a material

fact or fraudulent statement to any Food and Drug Authority, failed to disclose

a material fact required to be disclosed to any Food and Drug Authority, or

committed an act, made a statement, or failed to make a statement that, at the

time such disclosure was made, could reasonably be expected to provide a basis

for any Food and Drug Authority to invoke with respect to the Company its policy

with respect to fraud, untrue statements of material facts, bribery, or illegal

gratuities, nor (ii) has any officer, employee, or agent of the Company been

convicted of any crime or engaged in any conduct for which debarment is mandated

by or any applicable law. Further, to the Company's Knowledge no employee of the

Company has been debarred, suspended, or denied approval to participate in

activities subject to regulation by the U.S. Food and Drug Administration or any

comparable agency of any foreign jurisdiction.

(g) The Company has not received any written notice within the past five

years that any Food and Drug Authority has commenced or overtly threatened any

action to enjoin production or clinical evaluation of any product manufactured

or proposed to be manufactured by the Company.

2.11 LITIGATION.

As of the date of this Agreement, except as set forth in Schedule 2.11 of

the Company Schedule, there is no action, suit, proceeding, claim, arbitration,

or investigation pending, or as to which Company or any of its subsidiaries has

received any notice of assertion nor, to Company's knowledge, is there a

threatened action, suit, proceeding, claim, arbitration, or investigation

against Company or any of its subsidiaries which in each case reasonably would

be likely to be material to Company, or which in any manner challenges or seeks

to prevent, enjoin, alter, or delay any of the transactions contemplated by this

Agreement.

2.12 BROKERS' AND FINDERS' FEES.

Company has not incurred, nor will it incur, directly or indirectly, any

liability for brokerage or finders' fees or agents' commissions or any similar

charges in connection with this Agreement or any transaction contemplated

hereby.

2.13 EMPLOYEE BENEFIT PLANS AND COMPENSATION

(a) Company does not contribute to any pension, profit-sharing, option,

other incentive plan, or other Employee Benefit Plan (as defined in Section 3(3)

of the Employee Retirement Income Security Act of 1974), has any obligation to

or customary arrangement with employees for bonuses, incentive compensation,

vacations, severance pay, insurance, or other benefits, or any agreements or

offer letters with any employee, except as set forth in Schedule 2.13 of the

Company Schedule.

<PAGE>

(b) Company is in compliance in all material respects with all applicable

material foreign, federal, state and local laws, rules and regulations

respecting employment, employment practices, terms and conditions of employment

and wages and hours.

consummation of the transactions contemplated hereby will (i) result in any

payment (including severance, unemployment compensation, golden parachute, bonus

or otherwise) becoming due to any shareholder, director or Company employee or

any of its subsidiaries under any agreement or otherwise, (ii) increase any

benefits otherwise payable under any agreement, or (iii) result in the

acceleration of the time of payment or vesting of any such benefits, except the

acceleration and exercise or termination of the Company Options as contemplated

by Section 4.1.

(d) Company Schedule 2.13 lists the current annualized salary/compensation

paid to each Company employee and consultant.

2.14 ABSENCE OF LIENS AND ENCUMBRANCES.

Except as disclosed in Schedule 2.14 of the Company Schedule, the Company

has good and marketable title to, or, in the case of leased properties, valid

leasehold interests in, insured with respect to properties and assets which

currently are of a type for which insurance is generally available, free and

clear (except as indicated in the Company Schedule or in the most recent Company

Financials and liens for current taxes not yet due and payable), of all security

interests, liens, encumbrances and encroachments of a material nature, to its

real property and other property and assets that are material to the Company's

business. Schedule 2.14 of the Company Schedule sets forth the location and

legal description of each parcel of real property owned, leased or utilized by

the Company.

The Company has good and marketable title to all of its assets, whether

real, personal, mixed, tangible, or intangible, which constitute all the assets

and interests in assets that are used in the business as it is presently

conducted. All of the assets are free and clear of mortgages, liens, pledges,

charges, encumbrances, equities, claims, easements, rights of way, covenants,

conditions, or restrictions, except for (a) those disclosed in the Company

Financials or in the Disclosure Schedule; (b) the lien of current taxes not yet

due and payable; and (c) possible minor matters that, in the aggregate, are not

substantial in amount and do not materially detract from or interfere with the

present or intended use of any of these assets or materially impair business

operations. The Company is not in default or in arrears in any material respect

under any lease of property used in the business. All tangible personal

property of the Company is in reasonably good operating condition and repair,

ordinary wear and tear excepted.

2.15 ENVIRONMENTAL MATTERS.

(a) Except as would not reasonably be likely to result in a Material

Adverse Effect on Company, (i) Company has not generated, transported, stored,

used, manufactured, disposed of, released or exposed its employees or others to

pollutants, contaminants, wastes, or any toxic, radioactive or otherwise

hazardous materials ("HAZARDOUS MATERIALS") in violation of, or in a manner that

would be reasonably likely to result in liability under, any rule, regulation,

treaty or statute promulgated by any Governmental Entity in effect as of the

date hereof to protect the environment or to prohibit, regulate or control

Hazardous Materials ("ENVIRONMENTAL LAWS") and (ii) no Hazardous Materials are

located in, on or under any real property or facility now or previously owned,

leased or operated by Company or any of its subsidiaries in a manner which would

reasonably be expected to result in liability under, or a violation of, any

Environmental Law.

(b) Except for matters which would not reasonably be expected to result in

a Material Adverse Effect on Company, no action, proceeding, revocation

proceeding, amendment procedure, writ, injunction or claim is pending, or to

Company's knowledge, threatened concerning any Company Permit relating to any

environmental matter, or otherwise relating to any Environmental Law.

2.16 LABOR MATTERS.

(i) There are no controversies pending or, to the knowledge of the Company,

threatened, between Company and any of its employees or independent

contributors; (ii) as of the date of this Agreement, Company is not a party to

any collective bargaining agreement or other labor union contract applicable to

persons employed by Company

<PAGE>

nor does Company know of any activities or proceedings of any labor union to

organize any such employees; and (iii) as of the date of this Agreement, Company

has no knowledge of any strikes, slowdowns, work stoppages or lockouts, or

threats thereof, by or with respect to any employees of Company.

2.17 AGREEMENTS, CONTRACTS, AND COMMITMENTS.

As of the date hereof, except as provided in Schedule 2.17 of the Company

Schedule, Company is not a party to and is not bound by:

(a) (i) any employment, consulting, director or advisory board member

agreement, contract or commitment with any officer, advisory board member or

director or higher level employee or member of Company's Board of Directors,

(ii) any such agreement, contract or commitment with any employee, consultant,

director, advisory board member, shareholder or other person that will result in

any obligation of Company or any of its subsidiaries to make any payments as a

result of the transactions contemplated hereby, (iii) any agreement with any

employee, consultant, director, advisory board member, or shareholder of Company

pursuant to which Company has loaned or is obligated to loan any money thereto

or (iv) any agreement or arrangement providing for severance or termination pay;

(b) any agreement or plan, including, without limitation, any stock option

plan, warrant agreement, stock appreciation right plan or stock purchase plan,

any of the benefits of which will be increased, or the vesting of benefits of

which will be accelerated, by the occurrence of any of the transactions

contemplated by this Agreement or the value of any of the benefits of which will

be calculated on the basis of any of the transactions contemplated by this

Agreement, except the acceleration and exercise or termination of the Company

Options as contemplated by Section 4.1;

of Company, except as provided for in Company's Certificate of Incorporation or

Bylaws, or any guaranty of third party indebtedness or of obligations of

officers, directors, employees or agents of Company;

(d) any agreement, contract or commitment containing any covenant limiting

in any respect the right of Company or any of its subsidiaries to engage in any

line of business in any geographic area or to compete with any person or

granting to any person any interest in Company's distribution rights;

(e) any agreement, contract or commitment currently in force relating to

the disposition or acquisition by Company after the date of this Agreement of a

material amount of assets not in the ordinary course of business or pursuant to

which Company has any material ownership interest in any corporation,

partnership, joint venture or other business enterprise;

(f) any agreement, contract or commitment containing exclusivity

provisions pursuant to which Company has agreed not to purchase the goods or

services of, or enter into a commercial relationship with, another person;

(g) any mortgages, indentures, guarantees, loans or credit agreements,

security agreements or other agreements or instruments relating to the borrowing

of money or extension of

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