SUBSCRIPTION AGREEMENT

1.1            Subscription and Issuance of Common Stock and Warrants .  At Closing, upon the terms and subject to the conditions set forth herein: (a) the Issuer agrees that it will issue and sell to the Investors up to $10,000,000 (the “ Aggregate Purchase Price ”) of the Issuer’s Common Stock at $3.50 per share, the Share Price (the “ Offering ”), and each Investor, severally and not jointly, agrees that it will acquire from the Issuer shares of Common Stock at the Share Price in the amount set forth on its signature page hereto (for each Investor, the “ Shares ”); (b) the Issuer agrees that it will issue and sell to each Investor, and each Investor severally and not jointly agrees that it will acquire from the Issuer, Common Stock at the Share Price, in each case, up to the aggregate amount set forth on the signature page for each Investor hereof (the “ Investment Amount ”); (c) the Issuer agrees that it will issue to each Investor, and each Investor, severally and not jointly, agrees that it will acquire from the Issuer, a Warrant or Warrants exercisable at the Warrant Price to purchase a number of shares of Common Stock equal to 15% of the amount of such Investor’s Investment Amount divided by $3.50; and (d) each Investor agrees to remit payment for its Investment Amount in accordance with the provisions of Section 1.2 .

1.2            Payment for the Shares and Warrants .  At Closing, upon the terms and subject to the conditions set forth herein, each Investor shall pay its respective Investment Amount.  All payments by Investors shall be paid in cash, by wire transfer of immediately available funds at Closing to an account designated in a written notice delivered by the Issuer to each Investor not later than two (2) days prior to the Closing.

1.3            Legend .  Any certificate or certificates representing the Shares or any shares of Common Stock issuable upon exercise of any Warrant shall bear the following legend, in addition to any legend that may be required by any Requirements of Law:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF BY THE HOLDER EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS OF ANY STATE WITH RESPECT THERETO OR IN ACCORDANCE WITH AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND ALSO MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH ANY APPLICABLE RULES OF THE SECURITIES AND EXCHANGE COMMISSION.

2.1            Closing .  The closing of the transactions contemplated herein (the “ Closing ”) shall take place on a date designated by the Issuer, which date shall be January 16, 2009.  The Closing shall take place at the offices of Pillsbury Winthrop Shaw Pittman LLP, counsel for the Issuer, 1650 Tysons Boulevard, McLean, VA 22102 or such other location as determined by the Issuer.  At the Closing (i) each Investor shall remit payment in accordance with and   in the manner specified in Section 1.2 , (ii) the Issuer shall issue to the Investors the Shares, and shall deliver or cause to be delivered promptly after the Closing to the Investor a certificate or certificates representing the Shares duly registered in the name of the Investor, as specified on the signature pages hereto; (iii) the Issuer shall issue to each Investor a Warrant or Warrants exercisable at the Warrant Price to purchase a number of shares of Common Stock equal to 15% of the amount of such Investor’s Investment Amount divided by $3.50; and (iv) all other actions referred to in this Agreement which are required to be taken for the Closing shall be taken and all other agreements and other documents referred to in this Agreement which are required for the Closing shall be executed and delivered.

2.2            Termination .  This Agreement may be terminated at any time prior to the Closing:

(a)           by mutual written consent of the Issuer and the Investors;

(b)           with respect to any Investor’s obligations hereunder, by such Investor, upon a materially inaccurate representation or breach of any material warranty, covenant or agreement on the part of the Issuer set forth in this Agreement, in either case such that the conditions in Section 10.1 would be reasonably incapable of being satisfied on or prior to the date of the Closing; or

(c)           by the Issuer, upon a materially inaccurate representation or breach of any material warranty, covenant or agreement on the part of the Investors set forth in this Agreement, in either case such that the conditions in Section 10.2 would be reasonably incapable of being satisfied on or prior to the date of the Closing.

2.3            Effect of Termination .  In the event of termination of this Agreement pursuant to Section 2.2 , this Agreement shall forthwith become void, there shall be no liability on the part of the Issuer or the Investors to each other and all rights and obligations of any party hereto shall cease; provided , however , that nothing herein shall relieve any party from liability for the willful breach of any of its representations and warranties, covenants or agreements set forth in this Agreement.

3.1            Subsequent Financings .  If at any time after the Closing, the Company consummates a financing transaction (a “ Subsequent Financing ”) in which the Company issues Common Stock or Convertible Securities or Options (collectively, such Common Stock, Convertible Securities, or Options are hereinafter defined as “ Additional Securities ”) at a price per share of such Additional Securities (after giving effect to the conversion of any Convertible Securities and the exercise of any Options to be issued in the Subsequent Financing) less than $3.20, subject to adjustment as set forth in Section 3.3 (the “ Trigger Price ”), the Company shall be obligated to issue to each Investor, for no additional consideration, that number of shares of Common Stock as is equal to the quotient of (a) the product of (i) the difference between the Trigger Price and the Subsequent Financing Price, multiplied by (ii) the number of the Shares issued to such Investor pursuant to this Agreement divided by (b) the Subsequent Financing Price (“ Additional Shares ”), which in order to avoid fractional shares shall be rounded up to the next whole number.  Notwithstanding the foregoing, the provisions of this Section 3.1 shall not apply to and no Additional Shares shall be issued in the case of the following issuances of Additional Securities by the Company: (A) Additional Securities issued or issuable to employees, consultants, contractors or directors of the Company directly or pursuant to a stock option plan, restricted stock plan or other arrangement; (B) Additional Securities issued or issuable upon the exercise of any Convertible Securities or Options outstanding as of the date hereof; (C) Additional Securities issued or issuable in a joint venture, strategic partnership or licensing agreement, the primary purpose of which is not the raising of capital; (D) Additional Securities issued or issuable pursuant to any rights plan, poison pill or any similar plan or agreement; (E) Additional Securities issued or issuable pursuant to the Warrants issued in connection with this Agreement, or (F) in an adjustment pursuant to Section 3.3 .

3.2            Notice; Additional Shares .  If the Subsequent Financing Price is less than the Trigger Price, then at least five (5) days prior to closing of the Subsequent Financing, the Company shall give to each Investor a notice (the “ Subsequent Financing Notice ”) setting forth the Subsequent Financing Price, a statement as to the adjustment to be made pursuant to this Section 3 and the number of shares of Common Stock to be delivered to each Investor.  The Company shall promptly deliver or cause to be delivered to each Investor a certificate evidencing the appropriate number of shares of Common Stock deliverable to each Investor as a result of this Section 3 following the closing of the Subsequent Financing.

3.3            Adjustments .  If the Company splits, subdivides or combines its Common Stock into a different number of shares, then (a) the number of additional shares issuable to each Investor as the result of the operation of Section 3.1 shall be proportionately increased in the case of a split or subdivision or proportionately decreased in the case of a combination and (b) the Trigger Price shall be proportionately decreased in the case of a split or subdivision or proportionately increased in the case of a combination.

3.4            Termination; Maximum Amount of Additional Shares .

(a)           The rights of the Investors under this Section 3 shall automatically terminate upon the earlier of (a) the Company’s net income or loss plus depreciation, amortization, income tax and noncash stock-based compensation being equal to or greater than zero (0) at the end of the fiscal quarter as reported in the Company’s securities filings, (b) the closing of a Qualified Offering and (c) the third (3 ^rd ) year anniversary of the Closing.

(b)           Notwithstanding Section 3.4(a) , upon the issuance of 10,000,000 Additional Shares of Common Stock (the “ Maximum Amount of Additional Shares ”) as a result of the operation of Section 3.1 , not including any adjustments pursuant to Section 3.3 , the rights of the Investors under this Section 3 shall terminate, and pursuant to the Subsequent Financing that triggers the rights of the Investors under Section 3.1 and causes the issuance of shares up to the Maximum Amount of Additional Shares, the Investors shall receive their pro rata amount of Additional Shares up to the Maximum Amount of Additional Shares.

4.1            Corporate Status .  The Issuer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Issuer and its Subsidiaries has full corporate power and authority to own and hold its properties and to conduct its business as described in the Issuer’s SEC Reports. Each of the Issuer and its Subsidiaries is duly qualified to do business and is in good standing in each jurisdiction in which the nature of its business requires qualification or good standing, except for any failure to be so qualified or be in good standing that would not have a Material Adverse Effect.

4.2            Corporate Power and Authority .  The Issuer has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby.  At or prior to the Closing, the Issuer will have taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.  No further approval or authorization of any stockholder or the board of directors of the Issuer is required for the issuance and sale of the Shares and Warrants or, except as provided in Section 7.2 , the filing of the Registration Statement.

4.3            Enforceability .  This Agreement has been duly executed and delivered by the Issuer and (assuming it has been duly authorized, executed and delivered by the Investors) constitutes a legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, except (a) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and (b) the indemnity provisions of Section 9 of this Agreement, to the extent such provisions may not be enforceable based upon public policy considerations, and general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity.

4.4            No Violation .  The execution and delivery by the Issuer of this Agreement, the consummation of the transactions contemplated hereby, and the compliance by the Issuer with the terms and provisions hereof (including, without limitation, the Issuer’s issuance to the Investors of the Shares and Warrants as contemplated by and in accordance with this Agreement), will not result in a default under (or give any other party the right, with the giving of notice or the passage of time (or both), to declare a default or accelerate any obligation under) or violate the Certificate of Incorporation or Bylaws of the Issuer or any material Contract to which the Issuer is a party (except to the extent such a default, acceleration, or violation would not, in the case of a Contract, have a Material Adverse Effect on the Issuer), or materially violate any Requirement of Law applicable to the Issuer, or result in the creation or imposition of any material Lien upon any of the capital stock, properties or assets of the Issuer or any of its Subsidiaries (except where such violations of any Requirement of Law or creations or impositions of any Liens would not have a Material Adverse Effect on the Issuer).  Neither the Issuer nor any of its Subsidiaries is (a) in default under or in violation of any material Contract to which it is a party or by which it or any of its properties is bound or (b) to its knowledge, in violation of any order of any Governmental Authority, which, in the case of clauses (a) and (b) , could reasonably be expected to have a Material Adverse Effect.

4.5            Consents/Approvals .  Except for the filing of a registration statement in accordance with Article 7 hereof and filings with the SEC and the securities commissions of the states in which the Shares and Warrants are to be issued, no consents, filings, authorizations or other actions of any Governmental Authority are required to be obtained or made by the Issuer for the Issuer’s execution, delivery and performance of this Agreement which have not already been obtained or made.  No consent, approval, waiver or other action by any Person under any Contract to which the Issuer is a party or by which the Issuer or any of its properties or assets are bound is required or necessary for the execution, delivery or performance by the Issuer of this Agreement and the consummation of the transactions contemplated hereby, except where the failure to obtain such consents would not have a Material Adverse Effect on the Issuer.

4.6            Valid Issuance .  Upon payment of the Aggregate Purchase Price by the Investors and delivery of the certificates for the Shares and the Warrants, such Shares and Warrants will be validly issued, fully paid and nonassessable and will be free and clear of all Liens imposed by the Issuer.  The shares of Common Stock issuable upon exercise of the Warrants (the “ Warrant Shares ”) when issued will be validly issued, fully paid and nonassessable and will be free and clear of all Liens imposed by the Issuer and will not be subject to any preemptive rights or other similar rights of stockholders of the Issuer imposed by law.

4.7            SEC Filings and Other Filings .  Except as set forth on Schedule 4.7 , the Issuer has timely made all filings required to be made by it under the Exchange Act since December 31, 2006.  The Issuer has delivered or made accessible to the Investors true, accurate and complete copies of (a) the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007; (b) the Issuer’s definitive proxy statement dated April 21, 2008 relating to its 2008 Annual Meeting of Stockholders; and (c) the Issuer’s Period Reports on Form 10-Q filed May 8, 2008 for the quarter ended March 31, 2008, August 8, 2008 for the quarter ended June 30, 2008 and November 10, 2008 for the quarter ended September 30, 2008   (as such documents have, since the time of their filing, been amended or supplemented, and together with all reports, documents and information filed or after the date first written above through the date of Closing with the SEC, collectively the “ SEC Reports ”).  The SEC Reports, when filed (unless amended and superseded by a later Issuer filing prior to the date hereof, then on the date of such later filing), complied in all material respects with all applicable requirements of the Exchange Act and the Securities Act, if and to the extent applicable, and the rules and regulations of the SEC thereunder applicable to the SEC Reports.  None of the SEC Reports when filed (unless amended and superseded by a later Issuer filing prior to the date hereof, then on the date of such later filing) contained any misstatement of a material fact or omitted to state a material fact necessary to prevent the statements made therein from being misleading.

4.8            Commissions .  Except for those fees set forth on Schedule 4.8 , the Issuer has not incurred any other obligation for any finder’s or broker’s or agent’s fees or commissions in connection with the transactions contemplated hereby.

4.9            Capitalization .  As of the date hereof, the authorized capital stock of the Issuer consists of 165,000,000 shares of Common Stock and 60,000,000 shares of Preferred Stock.  Except as set forth on Schedule 4.9 , all issued and outstanding shares of capital stock of the Issuer have been, and as of Closing will be, duly authorized and validly issued and are fully paid and non-assessable, have been issued in compliance with all applicable state and federal securities laws in all material respects and were not issued in violation of, or subject to, any preemptive, subscription or other similar rights of any stockholder of the Issuer imposed by law.  As of December 31, 2008, the Issuer has issued and outstanding 5,965,729 shares of Common Stock, not accounting for any fractional shares resulting from the Reverse Split, and 9,066,464 shares of Preferred Stock, of which 2,483,116 shares have been designated as Series A Convertible Preferred Stock and of which 6,583,348 shares have been designated as Series C Convertible Preferred Stock, which in the aggregate are convertible into 453,323 shares of Common Stock, not accounting for any fractional shares resulting from the Reverse Split.  Except for outstanding options to purchase 5,640,126 shares of Common Stock, outstanding warrants to purchase 1,046,115 shares of Common Stock and the outstanding Bridge Notes, excluding any accrued and unpaid interest, convertible into 1,012,884 shares of Common Stock, not accounting for the Bridge Notes to be converted and the Financing Options to be cancelled pursuant to this Agreement, as of December 31, 2008 there were no outstanding options, warrants, notes or rights (including conversion or preemptive rights and rights of first refusal and similar rights, other than such rights held by the holders of the Bridge Notes) or agreements, orally or in writing, for the purchase or acquisition from the Issuer of any shares of capital stock, and, except as set forth on Schedule 4.9 , the Issuer is not a party to or subject to any agreement or understanding and, to the Issuer’s knowledge, there is no agreement or understanding between any Persons, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Issuer. The Issuer owns, directly or indirectly, all of the capital stock of its Subsidiaries, free and clear of any Liens or equitable interests other than as reflected in the SEC Reports.  Except as set forth in the SEC Reports, the Issuer has no obligation, contingent or otherwise, to redeem or repurchase any equity security or any security that is a combination of debt and equity.

4.10          Material Changes .  Except as set forth in the SEC Reports (excluding any “risk factors” or “forward-looking statements” sections thereof) or as otherwise contemplated herein, since December 31, 2007, there has been no Material Adverse Effect in respect of the Issuer and its Subsidiaries taken as a whole.  Except as set forth in the SEC Reports (excluding any “risk factors” or “forward-looking statements” sections thereof), since December 31, 2007, there has not been: (i) any direct or indirect redemption, purchase or other acquisition by the Issuer of any shares of the Common Stock; (ii) any declaration, setting aside or payment of any dividend or other distribution by the Issuer with respect to the Common Stock; (iii) any borrowings incurred or any material liabilities (absolute, accrued or contingent) assumed, other than current liabilities incurred in the ordinary course of business, liabilities under Contracts entered into in the ordinary course of business, or liabilities not required to be reflected on the Issuer’s financial statements pursuant to GAAP or required to disclosed in the SEC Reports; (iv) any Lien or adverse claim on any of the Issuer’s material properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business; (v) any sale, assignment or transfer of any of the Issuer’s material assets, tangible or intangible, except in the ordinary course of business; (vi) any extraordinary losses or waiver of any rights of material value; (vii) any material capital expenditures or commitments therefor other than in the ordinary course of business; (viii) any other material transaction other than in the ordinary course of business; (ix) any material change in the nature or operations of the business of the Issuer and its Subsidiaries; (x) any default in the payment of principal or interest in any material amount, or violation of any material covenant, with respect to any outstanding debt obligations that are material to the Issuer and its Subsidiaries as a whole; (xi) any material changes to the Issuer’s critical accounting policies or material deviations from historical accounting and other practices in connection with the maintenance of the Issuer’s books and records; or (xii) any agreement or commitment to do any of the foregoing.

4.11          Litigation .  Except as set forth in the SEC Reports, there is no action, suit, proceeding or investigation pending or, to the Issuer’s knowledge, currently threatened against the Issuer or any of its Subsidiaries that questions the validity of this Agreement or the right of the Issuer to enter into it, or to consummate the transactions contemplated hereby, or that could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect on the Issuer or any material change in the current equity ownership of the Issuer. The foregoing includes, without limitation, actions pending or, to the Issuer’s knowledge, threatened involving the prior employment of any of the Issuer’s employees or their use in connection with the Issuer’s business of any information or techniques allegedly proprietary to any of their former employers.  Neither the Issuer nor any of its Subsidiaries is a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or Governmental Authority.  There is no action, suit, proceeding or investigation by the Issuer or any of its Subsidiaries currently pending or which the Issuer or any of its Subsidiaries currently intends to initiate, which could reasonably be expected to have a Material Adverse Effect.

4.12          Rights of Registration, Voting Rights, and Anti-Dilution .  Except as contemplated in this Agreement and as set forth on Schedule 4.12 , the Issuer has not granted or agreed to grant any registration rights, including piggyback rights, to any Person and, to the Issuer’s knowledge, no stockholder of the Issuer has entered into any agreements with respect to the voting of capital shares of the Issuer.  Except as set forth in Schedule 4.12 , the issuance of the Shares and Warrants does not constitute an anti-dilution event for any existing security holders of the Issuer, pursuant to which such security holders would be entitled to additional securities or a reduction in the applicable conversion price or exercise price of any securities.

4.13          Offerings .  Subject in part to the truth and accuracy of the Investors’ representations and warranties set forth in this Agreement, the offer, sale and issuance of the Shares, Warrants and Warrant Shares (together, the “ Securities ”) as contemplated by this Agreement are exempt from the registration requirements of the Securities Act and any applicable state securities laws, and neither the Issuer nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

4.14          Licenses and Permits .  Except as disclosed in the SEC Reports or on Schedule 4.14 , each of the Issuer and its Subsidiaries has all Permits under applicable Requirements of Law from all applicable Governmental Authorities that are necessary to operate its businesses as presently conducted and all such Permits are in full force and effect, except where the failure to have any such Permits in full force and effect would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  Neither the Issuer nor any of its Subsidiaries is in default under, or in violation of or noncompliance with, any of such Permits, except for any such default, violation, or noncompliance which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the Issuer’s knowledge, other than as disclosed in the SEC Reports, there is no proposed change in any Requirements of Law which would require the Issuer and its Subsidiaries to obtain any Permits in order to conduct its business as presently conducted that the Issuer and its Subsidiaries do not currently possess and the lack of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

4.15          Patents and Trademarks.   The Issuer and each of its Subsidiaries has, or has rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, licenses and know-how (including trade secrets or other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the “ Intellectual Property Rights ”) that are necessary for use in connection with its business as presently conducted, except where the failure to have such Intellectual Property Rights would not reasonably be expected to have a Material Adverse Effect.  To the Issuer’s knowledge, there is no existing infringement by another person or entity of any of the Intellectual Property Rights that are necessary for use in connection with the Issuer’s business as presently conducted.  The Issuer is not infringing on any intellectual property rights of any other person, nor is there any claim of infringement made or, to the Issuer’s knowledge, threatened by a third party against or involving the Issuer.

4.16          Insurance.   The Issuer maintains and will continue to maintain insurance with such insurers, and insuring against such losses, in such amounts, and subject to such deductibles and exclusions as are customary in the Issuer’s industry and otherwise reasonably prudent, all of which insurance is in full force and effect.

4.17          Material Contracts . All material Contracts to which the Issuer or any Subsidiary is a party and which are required to have been filed by the Issuer on Exhibit 10 to the SEC Reports have been filed by the Issuer with the SEC pursuant to the requirements of the Exchange Act.  Except as disclosed in the SEC Reports, each such material Contract is in full force and effect, except as otherwise required pursuant to its respective terms, and is binding on the Issuer or its Subsidiaries, as the case may be, in each case, in accordance with its respective terms, and neither the Issuer or any of its Subsidiaries nor, to the Issuer’s knowledge, any other party thereto is in breach of, or in default under, any such material Contract, which breach or default would reasonably be expected to have a Material Adverse Effect.  Except as set forth in the SEC Reports, there exists no actual or, to the knowledge of the Issuer, threatened termination, cancellation or limitation of, or any material adverse modification or change in, the business relationship of the Issuer or any of its Subsidiaries, or the business of the Issuer or any of its Subsidiaries, with any customer or supplier or any group of customers or suppliers whose purchases or inventories provided to the business of the Issuer or any of its Subsidiaries would, individually or in the aggregate, have a Material Adverse Effect.

4.18          Taxes .  The Issuer has filed all material federal, state and foreign income and franchise tax returns which are due and has paid or accrued all taxes shown as due thereon, and the Issuer has no knowledge of a tax deficiency which has been or might be asserted or threatened against it which is reasonably likely to have a Material Adverse Effect.

4.19          Private Placement .  Neither the Issuer nor any of its Subsidiaries or Affiliates, nor any Person acting on its or their behalf, (i) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Securities, (ii) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Securities under the Securities Act or (iii) has issued any shares of Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock which would be integrated with the sale of the Securities hereunder for purposes of the Securities Act or of any applicable stockholder approval provisions, nor will the Issuer or any of its Subsidiaries or Affiliates take any action or steps that would require registration of any of the Securities under the Securities Act or cause the offering of the Securities to be integrated with other offerings.  Assuming the accuracy of the representations and warranties of the Investors, the offer and sale of the Securities by the Issuer to the Investors pursuant to this Agreement will be exempt from the registration requirements of the Securities Act.

4.20          Application of Takeover Protections . There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Issuer's charter documents or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Issuer fulfilling their obligations or exercising their rights hereunder, including, without limitation, as a result of the Issuer's issuance of the Securities or the Investors’ ownership of the Securities.

5.1            Power and Authority .  The Investor, if other than a natural person, is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation.  The Investor has the corporate, partnership or other power (or capacity) and authority under applicable law to execute and deliver this Agreement and consummate the transactions contemplated hereby, and has all necessary authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.  The Investor has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby.

5.2            No Violation .  The execution and delivery by the Investor of this Agreement, the consummation of the transactions contemplated hereby, and the compliance by the Investor with the terms and provisions hereof, will not result in a default under (or give any other party the right, with the giving of notice or the passage of time (or both), to declare a default or accelerate any obligation under) or violate any charter or similar documents of the Investor, if other than a natural person, or any Contract to which the Investor is a party or by which it or its properties or assets are bound, or violate any Requirement of Law applicable to the Investor, other than such violations or defaults which, individually and in the aggregate, do not and will not have a Material Adverse Effect on the Investor.  The Investor will comply with any Requirement of Law applicable to it in connection with the Offering and any resale by the Investor of any of the Securities.

5.3            Consents/Approvals .  No consents, filings, authorizations or actions of any Governmental Authority are required for the Investor’s execution, delivery and performance of this Agreement.  No consent, approval, waiver or other actions by any Person under any Contract to which the Investor is a party or by which the Investor or any of its properties or assets are bound is required or necessary for the execution, delivery and performance by the Investor of this Agreement and the consummation of the transactions contemplated hereby.

5.4            Enforceability .  This Agreement has been duly executed and delivered by the Investor and (assuming it has been duly authorized, executed and delivered by the Issuer) constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, except (a) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally, and (b) the indemnity provisions of Section 9 of this Agreement, to the extent they may not be enforceable based upon public policy considerations, and general equitable principles, regardless of whether enforceability is considered in a proceeding at law or in equity.

5.5            Investment Intent .  The Investor is acquiring the Shares and Warrants hereunder for its own account and with no present intention of distributing or selling any of the Securities and further agrees not to transfer such Securities in violation of the Securities Act or any applicable state securities law, and no one other than the Investor has any beneficial interest in the Shares (except to the extent that the Investor may have delegated voting authority to its investment advisor), the Warrants or the Warrant Shares.  The Investor agrees that it will not sell or otherwise dispose of any of the Securities unless such sale or other disposition has been registered under the Securities Act or, in the opinion of counsel acceptable to the Issuer, is exempt from registration under the Securities Act and has been registered or qualified or, in the opinion of such counsel acceptable to the Issuer, is exempt from registration or qualification under applicable state securities laws.  The Investor understands that the offer and sale by the Issuer of the Shares and Warrants being acquired by the Investor hereunder has not been registered under the Securities Act by reason of their contemplated issuance in transactions exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof, and that the reliance of the Issuer on such exemption from registration is predicated in part on these representations and warranties of the Investor.  The Investor acknowledges that pursuant to Section 1.3 of this Agreement a restrictive legend consistent with the foregoing has been or will be placed on the certificates for the Securities.

5.6            Accredited Investor .  The Investor is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment to be made by it hereunder.

5.7            Adequate Information .  The Investor has received from the Issuer, and has had the opportunity to review, such information which the Investor considers necessary or appropriate to evaluate the risks and merits of an investment in the Shares and Warrants.  The Investor also acknowledges that the risk factors set forth on Exhibit C and contained in the SEC Reports have been delivered to the Investor and the Investor has had the opportunity to review such risk factors.

5.8            Opportunity to Question .  The Investor has had the opportunity to question, and has questioned, to the extent deemed necessary or appropriate, representatives of the Issuer so as to receive answers and verify information obtained in the Investor’s examination of the Issuer, including the information that the Investor has received and reviewed as referenced in Section 5.7 hereof in relation to its investment in the Shares and Warrants.

5.9            No Other Representations .  No oral or written material representations have been made to the Investor in connection with the Investor’s acquisition of the Shares and Warrants which were in any way inconsistent with the information reviewed by the Investor.  The Investor acknowledges that in deciding whether to enter into this Agreement and to purchase the Shares and Warrants hereunder, it has not relied on any representations or warranties of any type or description made by the Issuer or any of its representatives with regard to the Issuer, any of its Subsidiaries, any of their respective businesses or properties, or the prospects of the investment contemplated herein, other than the representations and warranties set forth in Section 4 hereof.

5.10          Knowledge and Experience .  The Investor has such knowledge and experience in financial, tax and business matters, including substantial experience in evaluating and investing in common stock and other securities (including the common stock and other securities of speculative companies), so as to enable the Investor to utilize the information referred to in Section 5.7 hereof and any other information made available by the Issuer to the Investor in order to evaluate the merits and risks of an investment in the Shares and Warrants and to make an informed investment decision wit