SECURITIES PURCHASE AGREEMENT

(b)                                  The Investor understands and agrees that subscriptions may be revoked provided that written notice of revocation is sent by certified or registered mail, return receipt requested, and is received by the Company at least two business days prior to the Closing.

(c)                                   In the event (i) of rejection of this subscription, or (ii) the sale of the Shares subscribed for by the Investor is not consummated by the Company for any reason by March 31, 2009, which date may be extended by the Company, this Subscription Agreement and any other agreement entered into between the Investor and the Company relating to this subscription shall thereafter have no force or effect and the Company shall promptly return or cause to be returned to the Investor the purchase price remitted in accordance with clause 1.2 by the Investor, without interest thereon or deduction therefrom, in exchange for the Shares.

2.2                                  Closing .  The closing (the “Closing”) of the purchase and sale of any of the Shares, following the acceptance by the Company of the Investors’ subscriptions for not less than the Minimum Offering has, as evidenced by the Company’s execution of this Subscription Agreement, shall take place at the principal offices of Sichenzia Ross Friedman Ference LLP, counsel to the Company, at 61 Broadway, 32 nd  Floor, New York, New York 10006, or such other place as determined by the Company, on such date (the “Closing Date”) as is determined by the Company. At the Closing of the purchase and sale of the Shares subscribed to by the Investors, the Company shall prepare for delivery to the Investors the certificates for the securities to be issued and sold to the Investors, duly registered in the Investor’s name against payment in full by the Investor in accordance with clause 1.2.  Additional Closings will be held until the Maximum Offering has been achieved or the Offering has terminated.

SECTION 3 .

3.1                                  Investor Representations and Warranties .

The Investor hereby acknowledges, represents and warrants to, and agrees with, the Company and its affiliates as follows:

(a)                                   The Investor is acquiring the Shares for his or its own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in such Shares or any of the components of the Shares.  Further, the Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Shares for which the Investor is subscribing.

(b)                                  The Investor has full power and authority to enter into this Agreement, the execution and delivery of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the Investor.

(c)                                   The Investor acknowledges its understanding that the offering and sale of the Shares is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D promulgated thereunder (“Regulation D”).  In furtherance thereof, the Investor represents and warrants to and agrees with the Company and its affiliates as follows:

(i)                                      The Investor realizes that the basis for the exemption may not be present if, notwithstanding such representations, the Investor has in mind merely acquiring Shares for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise.  The Investor does not have any such intention.

(ii)                                   The Investor has the financial ability to bear the economic risk of his investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to his investment in the Company;

(iii)                                                                                       (insert name of Investor Representative: if none, so state ) has acted as the Investor’s Investor Representative for purposes of the private placement exemption under the Securities Act.  If the Investor has appointed a Investor Representative (which term is used herein with the same meaning as given in Rule 501(h) of Regulation D), the Investor has been advised by his Investor Representative as to the merits and risks of an investment in the Company in general and the suitability of an investment in the Shares for the Investor in particular; and

(iv)                               The Investor (together with his Investor Representative(s), if any) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Shares.  If other than an individual, the Investor also represents it has not been organized for the purpose of acquiring the Shares.

(d)                                  The information in the Accredited Investor Questionnaire completed and executed by the Investor is substantially in the form of the Accredited Investor Questionnaire (the “Accredited Investor Questionnaire”) and is accurate and true in all respects and the Investor is an “accredited investor,” as that term is defined in Rule 501 of Regulation D.

(e)                                   The Investor and his Investor Representative, if any, have:

(i)                                      had access to and carefully reviewed the Company’s SEC Documents and other public filings, the Schedules and Exhibits to this Agreement and has had on opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning the offering of the Shares, the Company, and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense;

(iii)                                been given the opportunity for a reasonable period of time prior to the date hereof to ask questions of, and receive answers from, the Company or its representatives concerning the terms and conditions of the offering of the Shares and other matters pertaining to this investment, and have been given the opportunity for a reasonable period of time prior to the date hereof to obtain such additional information necessary to verify the accuracy of the information provided in order for him to evaluate the merits and risks of purchase of the

Shares to the extent the Company possesses such information or can acquire it without unreasonable effort or expense;

(iv)                               not been furnished with any oral representation or oral information in connection with the offering of the Shares which is not contained herein; and

(v)                                  determined that the Shares are a suitable investment for the Investor and that at this time the Investor could bear a complete loss of such investment.

(f)                                     The Investor is not relying on the Company, or its affiliates with respect to economic considerations involved in this investment.  The Investor has relied on the advice of, or has consulted with only those persons, if any, named as Investor Representative(s) herein and in the Accredited Investor Questionnaire.  Each Investor Representative is capable of evaluating the merits and risks of an investment in the Shares on the terms and conditions set forth herein and each Investor Representative has disclosed to the Investor in writing (a copy of which is annexed to this Agreement) the specific details of any and all past, present or future relationships, actual or contemplated, between himself and the Company or any affiliate or subsidiary thereof.

(g)                                  The Investor represents, warrants and agrees that he will not sell or otherwise transfer the Shares without registration under the Securities Act or an exemption therefrom and fully understands and agrees that he must bear the economic risk of his purchase because, among other reasons, the Shares have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states or an exemption from such registration is available.  In particular, the Investor is aware that the Shares are “restricted securities,” as such term is defined in Rule 144 promulgated under the Securities Act (“ Rule 144 ”), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met.  The Investor also understands that, except as otherwise provided herein and in the certificates for the Shares, the Company is under no obligation to register the Shares on his behalf or to assist him in complying with any exemption from registration under the Securities Act or applicable state securities laws.  The Investor further understands that sales or transfers of the Shares are further restricted by state securities laws and the provisions of this Agreement.

(h)                                  No representations or warranties have been made to the Investor by the Company, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company contained herein, and in subscribing for Shares the Investor is not relying upon any representations other than those contained herein.  Investor has carefully reviewed filings made by the Company with the U.S. Securities and Exchange Commission and the Company’s Confidential Private Placement Memorandum dated February 2, 2009.

(i)                                      Any information which the Investor has heretofore furnished to the Company with respect to his financial position and business experience is correct and complete as of the date of this Agreement and if there should be any material change in such information he will immediately furnish such revised or corrected information to the Company.

(j)                                      The Investor understands and agrees that the certificates for the Shares shall bear the following legend until (i) such securities shall have been registered under the Securities Act and effectively been disposed of in accordance with a registration statement that has been declared effective; or (ii) in the opinion of counsel for the Company such securities may be sold without registration under the Securities Act as well as any applicable “Blue Sky” or state securities laws.  Accordingly the Investor understands and consents that the certificates representing the Shares, in addition to any notation required by law or by this Agreement, shall have the following legend:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT BUT ONLY UPON A HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL TO THE CORPORATION, OR OTHER COUNSEL REASONABLY ACCEPTABLE TO THE CORPORATION, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY APPLICABLE “BLUE SKY” OR SIMILAR SECURITIES LAW.”

(k)                                   The Investor understands that an investment in the Shares is a speculative investment which involves a high degree of risk and the potential loss of his entire investment.

(l)                                      The Investor’s overall commitment to investments which are not readily marketable is not disproportionate to the Investor’s net worth, and an investment in the Shares will not cause such overall commitment to become excessive.

(m)                                Investor is not purchasing the Shares as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

(n)                                  Other than the transaction contemplated hereunder, such Investor has not directly or indirectly, nor has any person acting on behalf of or pursuant to any understanding with such Investor, executed any disposition, including Short Sales (defined below), in the securities of the Company during the period commencing from the time that such Investor first received a term sheet from the Company or any other person setting forth the material terms of the transactions contemplated hereunder until the date hereof (“ Discussion Time ”).  Notwithstanding the foregoing, in the case of a Investor that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Investor’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager

that made the investment decision to purchase the Shares covered by this Agreem