COMMON STOCK PURCHASE AGREEMENT

                        COMMON STOCK PURCHASE AGREEMENT

     COMMON   STOCK   PURCHASE   AGREEMENT   (the "Agreement"), dated as of July 22,
2008, by and between COMPETITIVE TECHNOLOGIES, INC., a Delaware corporation (the
"Company,"   as   further defined in Section 10), and FUSION CAPITAL FUND II, LLC,
an   Illinois   limited   liability   company (the "Buyer").   Capitalized terms used
herein   and   not   otherwise   defined   herein   are   defined in Section 10 hereof.

                                    WHEREAS:

      Subject   to   the   terms   and   conditions   set   forth in this Agreement, the
Company   wishes   to   sell   to   the   Buyer,   and the Buyer wishes to buy from the
Company,   up to Five Million Dollars ($5,000,000) of the Company's common stock,
par   value   $0.01 per share (the "Common Stock").   The shares of Common Stock to
be   purchased   hereunder   are   referred   to   herein   as   the   "Purchase Shares."

     NOW   THEREFORE,   the   Company   and   the   Buyer   hereby   agree   as   follows:

     1.      PURCHASE   OF   COMMON   STOCK.

     Subject   to   the   terms   and   conditions   set   forth in this Agreement, the
Company   has the right to sell to the Buyer, and the Buyer has the obligation to
purchase   from   the   Company,   Purchase   Shares   as   follows:

     (a)      Commencement   of   Purchases of Common Stock.   The purchase and sale
of   Purchase Shares hereunder shall occur from time to time upon written notices
by   the   Company   to   the   Buyer on the terms and conditions as set forth herein
following   the   satisfaction of the conditions (the "Commencement") as set forth
in   Sections   6   and   7 below   (the date of satisfaction of such conditions, the
"Commencement   Date").

     (b)      The Company's Right to Require Purchases.   Any time on or after the
Commencement   Date,   the   Company shall have the right but not the obligation to
direct the Buyer by its delivery to the Buyer of Base Purchase Notices from time
to   time   to   buy   Purchase Shares (each such purchase a "Base Purchase") in any
amount   up   to   Fifty   Thousand   Dollars ($50,000) per Base Purchase Notice (the
"Base Purchase Amount") at the Purchase Price on the Purchase Date.   The Company
may   deliver   multiple   Base   Purchase   Notices to the Buyer so long as at least
three   (3)   Business   Days   have   passed since the most recent Base Purchase was
completed.   Notwithstanding   the forgoing, any time on or after the Commencement
Date,   the   Company   shall   also   have   the   right but not the obligation by its
delivery   to the Buyer of Block Purchase Notices from time to time to direct the
Buyer   to   buy   Purchase   Shares   (each such purchase a "Block Purchase") in any
amount   up   to One Million Dollars ($1,000,000) per Block Purchase Notice at the
Block   Purchase   Price   on   the   Purchase   Date as provided herein.   For a Block
Purchase   Notice to be valid the following conditions must be met: (1) the Block
Purchase   Amount   shall   not   exceed One Hundred Thousand Dollars ($100,000) per
Block   Purchase   Notice, (2) the Company must deliver the Purchase Shares before
11:00   a.m.   eastern   time   on   the   Purchase Date and (3) the Sale Price of the
Common   Stock   must   not be below $3.00 (subject to equitable adjustment for any
reorganization,   recapitalization,   non-cash   dividend,   stock   split   or   other
similar   transaction)   during the Purchase Date, the date of the delivery of the
Block   Purchase   Notice and during the Business Day prior to the delivery of the
Block   Purchase Notice.   The Block Purchase Amount may be increased to up to Two
Hundred   Fifty Thousand Dollars ($250,000) per Block Purchase Notice if the Sale
Price   of   the   Common Stock is not below $6.00 (subject to equitable adjustment
for   any   reorganization,   recapitalization,   non-cash   dividend, stock split or
other similar transaction) during the Purchase Date, the date of the delivery of
the   Block

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Purchase   Notice   and during the Business Day prior to the delivery of the Block
Purchase   Notice.   The   Block   Purchase   Amount   may   be increased to up to Five
Hundred   Thousand Dollars ($500,000) per Block Purchase Notice if the Sale Price
of the Common Stock is not below $10.00 (subject to equitable adjustment for any
reorganization,   recapitalization,   non-cash   dividend,   stock   split   or   other
similar   transaction)   during the Purchase Date, the date of the delivery of the
Block   Purchase   Notice and during the Business Day prior to the delivery of the
Block   Purchase Notice.   The Block Purchase Amount may be increased to up to One
Million   Dollars ($1,000,000) per Block Purchase Notice if the Sale Price of the
Common   Stock   is   not   below   $15.00   (subject   to equitable adjustment for any
reorganization,   recapitalization,   non-cash   dividend,   stock   split   or   other
similar   transaction)   during the Purchase Date, the date of the delivery of the
Block   Purchase   Notice and during the Business Day prior to the delivery of the
Block   Purchase   Notice.   As   used herein, the term "Block Purchase Price" shall
mean the lesser of (i) the lowest Sale Price of the Common Stock on the Purchase
Date   or   (ii)   the   lowest Purchase Price during the previous ten (10) Business
Days   prior to the date that the valid Block Purchase Notice was received by the
Buyer.   However,   if   at   any   time   during   the   Purchase Date, the date of the
delivery   of   the   Block Purchase Notice or during the Business Day prior to the
delivery   of   the   Block   Purchase Notice, the Sale Price of the Common Stock is
below   the   applicable Block Purchase threshold price, such Block Purchase shall
be   void   and   the Buyer's obligations to buy Purchase Shares in respect of that
Block   Purchase Notice shall be terminated.   Thereafter, the Company shall again
have the right to submit a Block Purchase Notice as set forth herein by delivery
of   a   new   Block   Purchase Notice only if the Sale Price of the Common Stock is
above   the   applicable   Block   Purchase   threshold   price during the date of the
delivery   of   the Block Purchase Notice and during the Business Day prior to the
delivery   of   the Block Purchase Notice.   The Company may deliver multiple Block
Purchase   Notices   to   the   Buyer so long as at least two (2) Business Days have
passed   since   the   most   recent   Block   Purchase   was   completed.

     (c)      Payment for Purchase Shares.   The Buyer shall pay to the Company an
amount equal to the Purchase Amount with respect to such Purchase Shares as full
payment   for   such   Purchase   Shares   via wire transfer of immediately available
funds   on   the same Business Day that the Buyer receives such Purchase Shares if
they   are received by the Buyer before 11:00 a.m. eastern time or if received by
the   Buyer   after   11:00   a.m. eastern time, the next Business Day.   The Company
shall   not   issue any fraction of a share of Common Stock upon any purchase.   If
the   issuance   would   result   in the issuance of a fraction of a share of Common
Stock,   the   Company   shall round such fraction of a share of Common Stock up or
down   to   the nearest whole share.   All payments made under this Agreement shall
be   made   in   lawful   money   of the United States of America or wire transfer of
immediately available funds to such account as the Company may from time to time
designate by written notice in accordance with the provisions of this Agreement.
Whenever any amount expressed to be due by the terms of this Agreement is due on
any   day   that   is not a Business Day, the same shall instead be due on the next
succeeding   day   that   is   a   Business   Day.

     (d)      Purchase   Price   Floor.   The Company and the Buyer shall not effect
any sales under this Agreement on any Purchase Date where the Purchase Price for
any   purchases   of   Purchase Shares would be less than the Floor Price.    "Floor
Price"   means   $1.00,   which   shall   be   appropriately   adjusted   for   any
reorganization,   recapitalization,   non-cash   dividend,   stock   split   or   other
similar   transaction.

     (e)      Records   of   Purchases.   The   Buyer   and   the   Company   shall   each
maintain records showing the remaining Available Amount at any give time and the
dates   and   Purchase   Amounts   for each purchase or shall use such other method,
reasonably   satisfactory   to   the   Buyer   and   the   Company.

     (f)      Taxes.   The   Company   shall   pay   any   and   all   transfer, stamp or
similar   taxes   that may be payable with respect to the issuance and delivery of
any   shares   of   Common   Stock   to   the   Buyer   made   under   this   Agreement.

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     (g)   Compliance   with   Principal Market Rules. The Company shall not effect
any   sale   under   this   Agreement   and the Buyer shall not have the right or the
obligation to purchase shares of Common Stock under this Agreement to the extent
that   after giving effect to such purchase the "Exchange Cap" shall be deemed to
be   reached.   The "Exchange Cap" shall be deemed to have been reached if, at any
time   prior   to   the   shareholders   of   the   Company   approving   the transaction
contemplated   by   this   Agreement,   upon   a   purchase   under this Agreement, the
Purchase   Shares and Commitment Shares issuable pursuant to such purchase would,
together   with all Purchase Shares and Commitment Shares previously issued under
this Agreement, exceed 1,635,156 shares of Common Stock (19.99% of the 8,179,872
outstanding   shares   of   Common   Stock   as   of   the date of this Agreement). The
Company   may,   but   shall be under no obligation to, request its shareholders to
approve the transaction contemplated by this Agreement. The Company shall not be
required   to   issue   any   shares   of   Common   Stock under this Agreement if such
issuance   would   breach the Company's obligations under the rules or regulations
of   the   Principal   Market.


     2.      BUYER'S   REPRESENTATIONS   AND   WARRANTIES.

     The Buyer represents and warrants to the Company that as of the date hereof
and   as   of   the   Commencement   Date:

     (a)      Investment   Purpose.   The Buyer is entering into this Agreement and
acquiring   the   Commitment   Shares,   (as defined in Section 4(e) hereof) and the
Purchase   Shares   (collectively referred to herein as the "Securities"), for its
own   account   for   investment only and not with a view towards, or for resale in
connection   with,   the public sale or distribution thereof; provided however, by
making   the   representations herein, the Buyer does not agree to hold any of the
Securities   for   any   minimum   or other specific term other than as set forth in
Section   4(e)   with   respect   to   the   Commitment   Shares.

     (b)      Accredited   Investor Status.   The Buyer is an "accredited investor"
as   that   term   is   defined   in   Rule   501(a)(3)   of   Regulation   D.

     (c)      Reliance   on Exemptions.   The Buyer understands that the Securities
are   being   offered   and   sold to it in reliance on specific exemptions from the
registration requirements of United States federal and state securities laws and
that   the   Company   is   relying   in part upon the truth and accuracy of, and the
Buyer's   compliance   with,   the   representations,   warranties,   agreements,
acknowledgments   and   understandings   of   the Buyer set forth herein in order to
determine   the   availability of such exemptions and the eligibility of the Buyer
to   acquire   the   Securities.

     (d)      Information.   The   Buyer   has   been   furnished   with   all materials
relating   to   the business, finances and operations of the Company and materials
relating   to   the   offer   and   sale   of the Securities that have been reasonably
requested   by   the   Buyer,   including, without limitation, the SEC Documents (as
defined   in   Section 3(f) hereof).   The Buyer understands that its investment in
the   Securities   involves   a high degree of risk.   The Buyer (i) is able to bear
the   economic   risk   of   an investment in the Securities including a total loss,
(ii) has such knowledge and experience in financial and business matters that it
is   capable of evaluating the merits and risks of the proposed investment in the
Securities   and   (iii)   has   had   an opportunity to ask questions of and receive
answers   from the officers of the Company concerning the financial condition and
business   of   the   Company   and   others   matters related to an investment in the
Securities.   Neither   such   inquiries nor any other due diligence investigations
conducted   by the Buyer or its representatives shall modify, amend or affect the
Buyer's   right to rely on the Company's representations and warranties contained
in   Section   3   below.   The   Buyer   has   sought   such   accounting,

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legal   and   tax   advice   as   it   has   considered   necessary   to make an informed
investment   decision   with   respect   to   its   acquisition   of   the   Securities.

      (e)      No   Governmental   Review.   The   Buyer   understands   that   no United
States   federal   or   state agency or any other government or governmental agency
has passed on or made any recommendation or endorsement of the Securities or the
fairness   or   suitability   of   the   investment   in   the Securities nor have such
authorities   passed   upon   or   endorsed   the   merits   of   the   offering   of   the
Securities.

     (f)      Transfer or Sale.   The Buyer understands that except as provided in
the   Registration   Rights Agreement (as defined in Section 4(a) hereof): (i) the
Securities   have not been and are not being registered under the 1933 Act or any
state   securities   laws,   and   may   not   be   offered for sale, sold, assigned or
transferred   unless   (A)   subsequently registered thereunder or (B) an exemption
exists   permitting   such   Securities to be sold, assigned or transferred without
such   registration; (ii) any sale of the Securities made in reliance on Rule 144
may   be   made only in accordance with the terms of Rule 144 and further, if Rule
144   is   not   applicable,   any   resale of the   Securities under circumstances in
which   the seller (or the person through whom the sale is made) may be deemed to
be   an   underwriter   (as   that   term   is   defined   in   the 1933 Act) may require
compliance   with   some   other   exemption   under   the   1933   Act or the rules and
regulations   of   the SEC thereunder; and (iii) neither the Company nor any other
person   is under any obligation to register the Securities under the 1933 Act or
any   state   securities   laws   or   to comply with the terms and conditions of any
exemption   thereunder.

     (g)      Validity;   Enforcement.   This   Agreement   has been duly and validly
authorized,   executed   and   delivered   on behalf of the Buyer and is a valid and
binding   agreement of the Buyer enforceable against the Buyer in accordance with
its   terms,   subject as to enforceability to general principles of equity and to
applicable   bankruptcy,   insolvency, reorganization, moratorium, liquidation and
other   similar   laws   relating   to,   or   affecting generally, the enforcement of
applicable   creditors'   rights   and   remedies.

     (h)      Residency.   The   Buyer   is   a   resident   of   the State of Illinois.

     (i)      No   Prior   Short Selling.   The Buyer represents and warrants to the
Company   that   at   no   time   prior   to the date of this Agreement has any of the
Buyer,   its agents, representatives or affiliates engaged in or effected, in any
manner whatsoever, directly or indirectly, any (i) "short sale" (as such term is
defined   in   Section 242.200 of Regulation SHO of the Securities Exchange Act of
1934,   as   amended   (the   "1934   Act"))   of   the   Common   Stock   or (ii) hedging
transaction,   which   establishes a net short position with respect to the Common
Stock.


     3.      REPRESENTATIONS   AND   WARRANTIES   OF   THE   COMPANY.

     The Company represents and warrants to the Buyer that as of the date hereof
and   as   of   the   Commencement   Date:

     (a)      Organization and Qualification.   The Company and its "Subsidiaries"
(which   for   purposes   of   this Agreement means any entity in which the Company,
directly or indirectly, owns 50% or more of the voting stock or capital stock or
other   similar   equity   interests)   are   corporations duly organized and validly
existing   in   good standing under the laws of the jurisdiction in which they are
incorporated,   and have the requisite corporate power and authority to own their
properties   and   to carry on their business as now being conducted.   Each of the
Company   and   its   Subsidiaries is duly qualified as a foreign corporation to do
business and is in good standing in every jurisdiction in which its ownership of
property   or the nature of the business conducted by it makes such qualification
necessary,   except   to   the   extent   that

<PAGE>
the   failure   to   be so qualified or be in good standing could not reasonably be
expected   to   have   a   Material   Adverse   Effect.   As   used   in   this Agreement,
"Material   Adverse   Effect" means any material adverse effect on any of: (i) the
business,   properties,   assets,   operations,   results of operations or financial
condition of the Company and its Subsidiaries, if any, taken as a whole, or (ii)
the   authority   or   ability   of the Company to perform its obligations under the
Transaction   Documents   (as defined in Section 3(b) hereof).   The Company has no
Subsidiaries   except   as   set   forth   on   Schedule   3(a).

     (b)      Authorization;   Enforcement;   Validity.   (i)   The   Company   has the
requisite   corporate   power   and   authority   to   enter   into   and   perform   its
obligations under this Agreement, the Registration Rights Agreement   and each of
the   other   agreements   entered into by the parties on the Commencement Date and
attached   hereto   as   exhibits to this Agreement (collectively, the "Transaction
Documents"), and to issue the Securities in accordance with the terms hereof and
thereof,   (ii)   the   execution   and delivery of the Transaction Documents by the
Company   and   the consummation by it of the transactions contemplated hereby and
thereby, including without limitation, the issuance of the Commitment Shares and
the   reservation for issuance and the issuance of the Purchase Shares (up to the
Exchange   Cap)   issuable   under this Agreement, have been duly authorized by the
Company's Board of Directors and no further consent or authorization is required
by the Company, its Board of Directors or its shareholders, (iii) this Agreement
has been, and each other Transaction Document shall be on the Commencement Date,
duly   executed and delivered by the Company and (iv) this Agreement constitutes,
and each other Transaction Document upon its execution on behalf of the Company,
shall   constitute,   the valid and binding obligations of the Company enforceable
against   the   Company   in   accordance   with   their   terms,   except   as   such
enforceability   may   be   limited   by   general principles of equity or applicable
bankruptcy,   insolvency, reorganization, moratorium, liquidation or similar laws
relating   to,   or   affecting generally, the enforcement of creditors' rights and
remedies.   The   Board   of   Directors of the Company has approved the resolutions
(the   "Signing   Resolutions")   substantially in the form as set forth as Exhibit
C-1   attached   hereto   to   authorize   this   Agreement   and   the   transactions
contemplated   hereby.   The   Signing   Resolutions   are   valid,   in full force and
effect   and   have not been modified or supplemented in any respect other than by
the   resolutions   set   forth   in   Exhibit   C-2   attached   hereto   regarding   the
registration   statement   referred   to   in   Section   4   hereof.   The   Company has
delivered   to   the   Buyer a true and correct copy of a unanimous written consent
adopting   the Signing Resolutions executed by all of the members of the Board of
Directors of the Company.   No other approvals or consents of the Company's Board
of   Directors   and/or   shareholders   is   necessary under applicable laws and the
Company's   Certificate of Incorporation and/or Bylaws to authorize the execution
and   delivery   of this Agreement or any of the transactions contemplated hereby,
including,   but   not   limited   to, the issuance of the Commitment Shares and the
issuance   of   the   Purchase   Shares   up   to   the   Exchange   Cap.

     (c)      Capitalization.   As   of   the   date   hereof,   the authorized capital
stock of the Company consists of (i) 20,000,000 shares of Common Stock, of which
as   of   the   date   hereof, 8,179,872 shares are issued and outstanding, none are
held   as   treasury shares,   806,325 shares are reserved for issuance pursuant to
the   Company's   stock   option   plans   of which only approximately 182,000 shares
remain available for future grants and no other shares are issuable and reserved
for issuance pursuant to securities (other than stock options issued pursuant to
the   Company's   stock   option   plans)   exercisable   or   exchangeable   for,   or
convertible   into,   shares   of Common Stock and (ii) 35,920   shares of Preferred
Stock,   $25.00   par   value   of   which   as   of the date hereof   2,427   shares are
issued   and   outstanding.   All   of   such   outstanding   shares have been, or upon
issuance   will   be, validly issued and are fully paid and nonassessable.   Except
as   disclosed in Schedule 3(c), (i) no shares of the Company's capital stock are
subject   to   preemptive   rights   or   any   other   similar   rights or any liens or
encumbrances suffered or permitted by the Company, (ii) there are no outstanding
debt securities, (iii) there are no outstanding options, warrants, scrip, rights
to   subscribe   to, calls or commitments of any character whatsoever relating to,
or   securities   or   rights   convertible into, any shares of capital stock of the
Company   or   any   of   its   Subsidiaries,

<PAGE>
or   contracts,   commitments, understandings or arrangements by which the Company
or   any of its Subsidiaries is or may become bound to issue additional shares of
capital   stock   of   the Company or any of its Subsidiaries or options, warrants,
scrip,   rights to subscribe to, calls or commitments of any character whatsoever
relating   to,   or   securities   or rights convertible into, any shares of capital
stock of the Company or any of its Subsidiaries, (iv) there are no agreements or
arrangements   under which the Company or any of its Subsidiaries is obligated to
register   the   sale   of   any   of their securities under the 1933 Act (except the
Registration   Rights   Agreement),   (v)   there   are   no outstanding securities or
instruments   of   the   Company   or   any   of   its   Subsidiaries   which contain any
redemption   or   similar   provisions,   and   there   are no contracts, commitments,
understandings   or   arrangements by which the Company or any of its Subsidiaries
is   or   may   become   bound   to   redeem   a   security of the Company or any of its
Subsidiaries,   (vi)   there   are   no   securities   or   instruments   containing
anti-dilution   or   similar   provisions that will be triggered by the issuance of
the   Securities   as   described   in this Agreement and (vii) the Company does not
have any stock appreciation rights or "phantom stock" plans or agreements or any
similar   plan   or   agreement.   The   Company   has furnished to the Buyer true and
correct   copies of the Company's Certificate of Incorporation, as amended and as
in   effect   on   the   date   hereof   (the "Certificate of Incorporation"), and the
Company's   By-laws,   as   amended   and   as   in   effect   on   the   date hereof (the
"By-laws"),   and   summaries   of   the terms of all securities convertible into or
exercisable for Common Stock, if any, and copies of any documents containing the
material   rights   of   the   holders   thereof   in   respect   thereto.

     (d)      Issuance   of   Securities.   The   Commitment   Shares   have   been duly
authorized   and,   upon   issuance   in   accordance   with   the   terms   hereof,   the
Commitment Shares shall be (i) validly issued, fully paid and non-assessable and
(ii)   free   from all taxes, liens and charges with respect to the issue thereof.
1,500,000   shares   of   Common   Stock   have been duly authorized and reserved for
issuance   upon   purchase   under   this   Agreement.   42,187 shares of Common Stock
(subject   to   equitable   adjustment   for   any   reorganization, recapitalization,
non-cash   dividend,   stock   split   or   other similar transaction) have been duly
authorized   and   reserved   for   issuance   as   Additional   Commitment   Shares   in
accordance   with Section 4(e) this Agreement. Upon issuance and payment therefor
in   accordance   with   the   terms   and conditions of this Agreement, the Purchase
Shares   shall   be validly issued, fully paid and nonassessable and free from all
taxes,   liens   and   charges   with respect to the issue thereof, with the holders
being   entitled   to   all   rights   accorded   to   a   holder   of   Common   Stock.

     (e)      No Conflicts.   Except as disclosed in Schedule 3(e), the execution,
delivery   and   performance   of   the Transaction Documents by the Company and the
consummation   by the Company of the transactions contemplated hereby and thereby
(including, without limitation, the reservation for issuance and issuance of the
Purchase   Shares   up   to the Exchange Cap) will not (i) result in a violation of
the   Certificate   of Incorporation, any Certificate of Designations, Preferences
and   Rights   of   any outstanding series of preferred stock of the Company or the
By-laws   or   (ii) conflict with, or constitute a default (or an event which with
notice or lapse of time or both would become a default) under, or give to others
any   rights   of   termination,   amendment,   acceleration   or cancellation of, any
agreement,   indenture   or   instrument   to   which   the   Company   or   any   of   its
Subsidiaries   is a party, or result in a violation of any law, rule, regulation,
order,   judgment   or   decree   (including   federal   and state securities laws and
regulations   and the rules and regulations of the Principal Market applicable to
the Company or any of its Subsidiaries) or by which any property or asset of the
Company   or   any of its Subsidiaries is bound or affected, except in the case of
conflicts,   defaults, terminations, amendments, accelerations, cancellations and
violations   under   clause (ii), which could not reasonably be expected to result
in a Material Adverse Effect.   Except as disclosed in Schedule 3(e), neither the
Company   nor its Subsidiaries is in violation of any term of or in default under
its   Certificate   of   Incorporation, any Certificate of Designation, Preferences
and   Rights   of   any   outstanding   series   of   preferred stock of the Company or
By-laws   or   their   organizational   charter or by-laws, respectively.   Except as
disclosed   in   Schedule 3(e), neither the Company nor any of its Subsidiaries is
in   violation   of   any   term   of   or   is in default under any material contract,
agreement,   mortgage,

<PAGE>
indebtedness,   indenture,   instrument, judgment, decree or order or any statute,
rule   or   regulation   applicable   to the Company or its Subsidiaries, except for
possible   conflicts,   defaults,   terminations   or   amendments   which   could   not
reasonably   be   expected to have a Material Adverse Effect.   The business of the
Company and its Subsidiaries is not being conducted, and shall not be conducted,
in   violation   of   any   law,   ordinance,   regulation of any governmental entity,
except   for   possible violations, the sanctions for which either individually or
in   the   aggregate   could   not reasonably be expected to have a Material Adverse
Effect.   Except   as   specifically contemplated by this Agreement and as required
under   the   1933   Act   or   applicable   state securities laws, the Company is not
required to obtain any consent, authorization or order of, or make any filing or
registration   with,   any   court   or   governmental   agency   or   any regulatory or
self-regulatory agency in order for it to execute, deliver or perform any of its
obligations   under   or   contemplated   by the Transaction Documents in accordance
with   the   terms   hereof   or thereof.   Except as disclosed in Schedule 3(e), all
consents, authorizations, orders, filings and registrations which the Company is
required   to   obtain   pursuant   to   the   preceding sentence shall be obtained or
effected   on   or   prior   to the Commencement Date.   Except as listed in Schedule
3(e),   since   January   1,   2007,   the Company has not received nor delivered any
notices or correspondence from or to the Principal Market.   The Principal Market
has   not   commenced   any   delisting   proceedings   against   the   Company.

     (f)      SEC   Documents;   Financial   Statements.   Except   as   disclosed   in
Schedule   3(f), since January 1, 2007, the Company has timely filed all reports,
schedules, forms, statements and other documents required to be filed by it with
the   SEC   pursuant   to   the   reporting   requirements of the 1934 Act (all of the
foregoing   filed   prior to the date hereof and all exhibits included therein and
financial   statements   and   schedules   thereto   and   documents   incorporated   by
reference   therein being hereinafter referred to as the "SEC Documents").   As of
their   respective   dates   (except   as they have been correctly amended), the SEC
Documents   complied   in   all material respects with the requirements of the 1934
Act   and   the rules and regulations of the SEC promulgated thereunder applicable
to the SEC Documents, and none of the SEC Documents, at the time they were filed
with   the   SEC   (except   as   they may have been properly amended), contained any
untrue statement of a material fact or omitted to state a material fact required
to   be   stated   therein or necessary in order to make the statements therein, in
light   of   the   circumstances under which they were made, not misleading.   As of
their   respective   dates   (except   as   they   have   been   properly   amended), the
financial statements of the Company included in the SEC Documents complied as to
form   in   all   material respects with applicable accounting requirements and the
published rules and regulations of the SEC with respect thereto.   Such financial
statements   have   been prepared in accordance with generally accepted accounting
principles, consistently applied, during the periods involved (except (i) as may
be otherwise indicated in such financial statements or the notes thereto or (ii)
in   the   case   of   unaudited   interim statements, to the extent they may exclude
footnotes   or   may be condensed or summary statements) and fairly present in all
material   respects the financial position of the Company as of the dates thereof
and   the   results   of   its   operations and cash flows for the periods then ended
(subject,   in   the   case   of   unaudited   statements,   to   normal   year-end audit
adjustments).   Except   as   listed   in Schedule 3(f), the Company has received no
notices   or   correspondence from the SEC since January 1, 2007.   The SEC has not
commenced   any   enforcement   proceedings   against   the   Company   or   any   of its
subsidiaries.

     (g)      Absence   of Certain Changes.   Except as disclosed in Schedule 3(g),
since March 31, 2008, there has been no material adverse change in the business,
properties,   operations,   financial   condition   or   results of operations of the
Company   or its Subsidiaries.   The Company has not taken any steps, and does not
currently   expect   to   take   any   steps,   to   seek   protection   pursuant   to any
Bankruptcy   Law   nor   does   the   Company   or   any   of   its Subsidiaries have any
knowledge or reason to believe that its creditors intend to initiate involuntary
bankruptcy or insolvency proceedings.   The Company is financially solvent and is
generally   able   to   pay   its   debts   as   they   become   due.

<PAGE>
     (h)   Absence   of Litigation. Except as disclosed on Schedule 3(h), there is
no   action,   suit,   proceeding, inquiry or investigation before or by any court,
public   board,   government   agency, self-regulatory organization or body pending
or,   to   the   knowledge   of   the   Company or any of its Subsidiaries, threatened
against   or   affecting   the   Company,   the   Common Stock or any of the Company's
Subsidiaries   or any of the Company's or the Company's Subsidiaries' officers or
directors   in   their   capacities   as such, which could reasonably be expected to
have   a Material Adverse Effect. A description of each action, suit, proceeding,
inquiry   or   investigation   before   or   by   any   court, public board, government
agency,   self-regulatory   organization   or   body   which,   as of the date of this
Agreement, is pending or threatened in writing against or affecting the Company,
the Common Stock or any of the Company's Subsidiaries or any of the Company's or
the   Company's   Subsidiaries' officers or directors in their capacities as such,
is   set   forth   in   Schedule   3(h).

     (i)      Acknowledgment   Regarding Buyer's Status.   The Company acknowledges
and   agrees   that   the   Buyer   is   acting solely in the capacity of arm's length
purchaser   with   respect   to   the   Transaction   Documents   and   the transactions
contemplated   hereby   and   thereby.   The   Company   further acknowledges that the
Buyer   is   not   acting as a financial advisor or fiduciary of the Company (or in
any   similar   capacity)   with   respect   to   the   Transaction   Documents   and the
transactions   contemplated   hereby and thereby and any advice given by the Buyer
or   any   of   its   representatives   or   agents in connection with the Transaction
Documents   and   the   transactions   contemplated   hereby   and   thereby   is merely
incidental   to   the   Buyer's   purchase   of   the Securities.   The Company further
represents   to   the   Buyer   that   the   Company's   decision   to   enter   into   the
Transaction Documents has been based solely on the independent evaluation by the
Company   and   its   representatives   and   advisors.

     (j)      No   General   Solicitation.   Neither   the   Company,   nor   any of its
affiliates,   nor   any   person   acting on its or their behalf, has engaged in any
form   of   general   solicitation   or   general   advertising (within the meaning of
Regulation   D   under   the   1933 Act) in connection with the offer or sale of the
Securities.

     (k)   Intellectual   Property Rights. The Company and its Subsidiaries own or
possess adequate rights or licenses to use all material trademarks, trade names,
service   marks,   service   mark   registrations,   service   names,   patents, patent
rights,   copyrights,   inventions,   licenses,   approvals,   governmental
authorizations,   trade   secrets and rights necessary to conduct their respective
businesses   as   now conducted. Except as set forth on Schedule 3(k), none of the
Company's   material   trademarks,   trade   names,   service   marks,   service   mark
registrations,   service   names,   patents, patent rights, copyrights, inventions,
licenses,   approvals,   government   authorizations,   trade   secrets   or   other
intellectual   property   rights   have expired or terminated, or, by the terms and
conditions   thereof, could expire or terminate within two years from the date of
this   Agreement.   The   Company and its Subsidiaries do not have any knowledge of
any   infringement   by the Company or its Subsidiaries of any material trademark,
trade   name   rights,   patents,   patent rights, copyrights, inventions, licenses,
service   names, service marks, service mark registrations, trade secret or other
similar   rights   of   others,   or of any such development of similar or identical
trade   secrets   or   technical   information by others and, except as set forth on
Schedule   3(k),   there   is   no claim, action or proceeding being made or brought
against, or to the Company's knowledge, being threatened against, the Company or
its   Subsidiaries   regarding   trademark,   trade   name,   patents,   patent rights,
invention,   copyright,   license,   service   names,   service   marks,   service mark
registrations,   trade   secret   or   other infringement, which could reasonably be
expected   to   have   a   Material   Adverse   Effect.

     (l)      Environmental   Laws.   The   Company   and its Subsidiaries (i) are in
compliance   with   any   and all applicable foreign, federal, state and local laws
and   regulations   relating   to   the   protection   of human health and safety, the
environment   or   hazardous   or   toxic   substances   or   wastes,   pollutants   or
contaminants ("Environmental Laws"), (ii) have received all permits, licenses or
other   approvals required of them under applicable Environmental Laws to conduct
their   respective   businesses   and   (iii)   are   in   compliance   with   all

<PAGE>
terms   and   conditions of any such permit, license or approval, except where, in
each   of   the   three   foregoing   clauses,   the   failure   to   so comply could not
reasonably   be   expected   to   have, individually or in the aggregate, a Material
Adverse   Effect.

     (m)      Title.   The   Company   and its Subsidiaries have good and marketable
title   in   fee   simple to all real property and good and marketable title to all
personal property owned by them which is material to the business of the Company
and its Subsidiaries, in each case free and clear of all liens, encumbrances and
defects   except   such   as   are   described   in   Schedule   3(m)   or such as do not
materially   affect   the value of such property and do not interfere with the use
made   and   proposed   to   be   made of such property by the Company and any of its
Subsidiaries.   Any   real property and facilities held under lease by the Company
and   any   of   its   Subsidiaries   are   held   by   them under valid, subsisting and
enforceable leases with such exceptions as are not material and do not interfere
with   the use made and proposed to be made of such property and buildings by the
Company   and   its   Subsidiaries.

     (n)      Insurance.   The Company and each of its Subsidiaries are insured by
insurers   of   recognized   financial responsibility against such losses and risks
and   in   such   amounts   as   management of the Company believes to be prudent and
customary   in   the   businesses   in   which   the   Company and its Subsidiaries are
engaged.   Neither   the   Company   nor   any   such   Subsidiary has been refused any
insurance   coverage   sought   or applied for and neither the Company nor any such
Subsidiary   has   any   reason   to   believe   that it will not be able to renew its
existing   insurance   coverage   as   and   when   such coverage expires or to obtain
similar   coverage   from   similar   insurers   as   may be necessary to continue its
business at a cost that would not materially and adversely affect the condition,
financial   or   otherwise, or the earnings, business or operations of the Company
and   its   Subsidiaries,   taken   as   a   whole.

     (o)       Regulatory   Permits.   The   Company and its Subsidiaries possess all
material   certificates,   authorizations   and   permits   issued by the appropriate
federal,   state   or   foreign   regulatory   authorities necessary to conduct their
respective   businesses,   and   neither   the   Company   nor any such Subsidiary has
received any notice of proceedings relating to the revocation or modification of
any   such   certificate,   authorization   or   permit.

     (p)      Tax   Status.   The   Company and each of its Subsidiaries has made or
filed   all   federal and state income and all other material tax returns, reports
and declarations required by any jurisdiction to which it is subject (unless and
only   to   the extent that the Company and each of its Subsidiaries has set aside
on   its   books   provisions reasonably adequate for the payment of all unpaid and
unreported   taxes) and has paid all taxes and other governmental assessments and
charges   that   are   material   in   amount,   shown or determined to be due on such
returns,   reports   and   declarations, except those being contested in good faith
and   has set aside on its books provision reasonably adequate for the payment of
all   taxes   for periods subsequent to the periods to which such returns, reports
or declarations apply.   There are no unpaid taxes in any material amount claimed
to   be   due by the taxing authority of any jurisdiction, and the officers of the
Company   know   of   no   basis   for   any   such   claim.

     (q)      Transactions With Affiliates.   Except as set forth on Schedule 3(q)
and   other   than   the   grant   or exercise of stock options disclosed on Schedule
3(c),   none of the officers, directors, or employees of the Company is presently
a   party   to   any transaction with the Company or any of its Subsidiaries (other
than for services as employees, officers and directors), including any contract,
agreement   or   other   arrangement providing for the furnishing of services to or
by,   providing   for rental of real or personal property to or from, or otherwise
requiring   payments to or from any officer, director or such employee or, to the
knowledge of the Company, any corporation, partnership, trust or other entity in
which   any   officer,   director,   or   any   such employee has an interest or is an
officer,   director,   trustee   or   partner.

<PAGE>
     (r)   Application   of   Takeover   Protections.   The   Company and its board of
directors   have   taken or will take prior to the Commencement Date all necessary
action,   if   any, in order to render inapplicable any control share acquisition,
business   combination,   poison   pill   (including any distribution under a rights
agreement)   or   other   similar   anti-takeover provision under the Certificate of
Incorporation   or   the   laws of the state of its incorporation which is or could
become   applicable   to the Buyer as a result of the transactions contemplated by
this   Agreement,   including,   without   limitation, the Company's issuance of the
Securities   and   the   Buyer's   ownership   of   the   Securities.

     (s)      Foreign   Corrupt   Practices.   Neither   the   Company, nor any of its
Subsidiaries,   nor any director, officer, agent, employee or other person acting
on   behalf   of   the Company or any of its Subsidiaries has, in the course of its
actions   for,   or   on   behalf   of, the Company, used any corporate funds for any
unlawful   contribution,   gift, entertainment or other unlawful expenses relating
to   political   activity;   made   any   direct   or indirect unlawful payment to any
foreign   or   domestic   government   official   or   employee   from corporate funds;
violated   or   is   in   violation   of   any   provision   of the U.S. Foreign Corrupt
Practices   Act   of 1977, as amended; or made any unlawful bribe, rebate, payoff,
influence payment, kickback or other unlawful payment to any foreign or domestic
government   official   or   employee.


     4.      COVENANTS.

     (a)      Filing   of Form 8-K and Registration Statement.   The Company agrees
that it shall, within the time required under the 1934 Act file a Report on Form
8-K   disclosing   this   Agreement   and   the transaction contemplated hereby.   The
Company shall also file within ten (10) Business Days from the date hereof a new
registration   statement   covering   the sale of the Securities in accordance with
the   terms   of   the   Registration   Rights   Agreement between the Company and the
Buyer,   dated   as   of   the   date   hereof   ("Registration   Rights   Agreement").

     (b)      Blue   Sky.   The   Company   shall   take   such   action,   if any, as is
reasonably   necessary   in order to obtain an exemption for or to qualify (i) the
initial sale of the Commitment Shares and any Purchase Shares to the Buyer under
this   Agreement   and   (ii)   any subsequent sale of the Commitment Shares and any
Purchase Shares by the Buyer, in each case, under applicable securities or "Blue
Sky"   laws   of   the   states of the United States in such states as is reasonably
requested by the Buyer from time to time, and shall provide evidence of any such
action   so   taken   to   the   Buyer.

     (c)      Listing.   The   Company   shall promptly secure the listing of all of
the Purchase Shares and Commitment Shares upon each national securities exchange
and   automated   quotation   system, if any, upon which shares of Common Stock are
then   listed   (subject to official notice of issuance) up to an amount that does
not   exceed   the Exchange Cap and shall maintain, so long as any other shares of
Common   Stock   shall be so listed, such listing of all such securities from time
to   time   issuable   under   the   terms of the Transaction Documents.   The Company
shall   maintain   the Common Stock's authorization for quotation on the Principal
Market.   Neither   the   Company nor any of its Subsidiaries shall take any action
that   would   be   reasonably expected to result in the delisting or suspension of
the Common Stock on the Principal Market.   The Company shall promptly, and in no
event   later than the following Business Day, provide to the Buyer copies of any
notices   it   receives   from   the   Principal   Market   regarding   the   continued
eligibility   of   the Common Stock for listing on such automated quotation system
or   securities   exchange.   The   Company   shall   pay   all   fees   and   expenses in
connection   with   satisfying   its   obligations   under   this   Section.

     (d)      Limitation   on   Short   Sales   and   Hedging Transactions.   The Buyer
agrees   that   beginning   on the date of this Agreement and ending on the date of
termination   of   this   Agreement as provided in Section 11(k), the Buyer and its
agents,   representatives   and   affiliates   shall   not   in   any manner whatsoever

<PAGE>
enter into or effect, directly or indirectly, any (i) "short sale" (as such term
is   defined   in Section 242.200 of Regulation SHO of the 1934 Act) of the Common
Stock   or   (ii) hedging transaction, which establishes a net short position with
respect   to   the   Common   Stock.

     (e)      Issuance   of   Commitment   Shares; Limitation on Sales of Commitment
Shares.   Immediately   upon   the   execution   of this Agreement, the Company shall
issue   to   the Buyer as consideration for the Buyer entering into this Agreement
63,280   shares of Common Stock (the "Initial Commitment Shares").   In connection
with   each purchase of Purchase Shares hereunder, the Company agrees to issue to
the Buyer a number of shares of Common Stock (the "Additional Commitment Shares"
and   together with the Initial Commitment Shares, the "Commitment Shares") equal
to   the   product   of   (x)   42,187   and   (y)   the   Purchase Amount Fraction.   The
"Purchase   Amount Fraction" shall mean a fraction, the numerator of which is the
Purchase Amount purchased by the Buyer with respect to such purchase of Purchase
Shares   and   the denominator of which is Five Million Dollars ($5,000,000).   The
Additional Commitment Shares shall be equitably adjusted for any reorganization,
recapitalization,   non-cash   dividend, stock split or other similar transaction.
The   Initial Commitment Shares shall be issued in certificated form and (subject
to   Section   5   hereof)   shall   bear   only   the   following   restrictive   legend:

THE   SECURITIES   REPRESENTED   BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES   HAVE   BEEN   ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE,
SOLD,   TRANSFERRED   OR   ASSIGNED   IN   THE   ABSENCE   OF AN EFFECTIVE REGISTRATION
STATEMENT   FOR   THE   SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE   STATE   SECURITIES   LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER
THE   SECURITIES   ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER'S COUNSEL,
IN   A   CUSTOMARY   FORM,   THAT   REGISTRATION   IS   NOT   REQUIRED UNDER SAID ACT OR
APPLICABLE   STATE   SECURITIES   LAWS.

       The Buyer agrees that the Buyer shall not transfer or sell the Commitment
Shares until the earlier of 480 Business Days (24 Monthly Periods) from the date
hereof   or   the   date   on   which   this   Agreement has been terminated, provided,
however,   that   such   restrictions   shall   not apply: (i) in connection with any
transfers to or among affiliates (as defined in the 1934 Act), (ii) in the event
that   the   Commencement   does not occur on or before October 1, 2008, due to the
failure of the Company to satisfy the conditions set forth in Section 7 or (iii)
if   an   Event   of   Default has occurred, or any event which, after notice and/or
lapse   of   time,   would become an Event of Default, including any failure by the
Company   to   timely issue Purchase Shares under this Agreement.   Notwithstanding
the forgoing, the Buyer may transfer Commitment Shares to a third party in order
to   settle   a   sale   made   by   the   Buyer where the Buyer reasonably expects the
Company   to deliver Purchase Shares to the Buyer under this Agreement so long as
the   Buyer   maintains   ownership   of the same overall number of shares of Common
Stock   by   "replacing" the Commitment Shares so transferred with Purchase Shares
when   the   Purchase   Shares   are   actually   issued   by the Company to the Buyer.

     (g)      Due   Diligence.   The   Buyer shal