UNIT PURCHASE AGREEMENT

This Unit Purchase Agreement (this "Agreement") is entered into as of May 27, 2009, by and between Cancer Therapeutics, Inc., a Delaware corporation (" Buyer "), and certain holders of units (each a “ Seller ” and collectively, " Sellers ") of NanoTherapies, LLC, a Virginia limited liability company (“ Nano ”), as set forth on the signature page attached hereto.  Buyer and Sellers are referred to collectively herein as the " Parties. "

This Agreement contemplates a transaction in which Buyer will purchase from Sellers, and Sellers will sell to Buyer, certain units of Nano in return for a certain number of shares of common stock of the Buyer as more particularly specified herein.

Now, therefore, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Parties agree as follows.

1.   Definitions . 

" Accredited Investor " has the meaning set forth in Regulation D promulgated under the Securities Act.

" Additional Nano Units " means any and all Nano Units that are issued by Nano following the Closing.

" Adverse Consequences " means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, Liabilities, obligations, Taxes, liens, losses, expenses, and fees, including court costs and reasonable attorneys' fees and expenses.

" Affiliate " has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act.

" Affiliated Group " means any affiliated group within the meaning of 26 U.S.Code §1504(a) or any similar group defined under a similar provision of state, local or foreign law.

" Applicable Rate " means the corporate base rate of interest publicly announced from time to time by Wells Fargo Bank, N.A.

" Basis " means any past or present fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction that forms or could form the basis for any specified consequence.

" Buyer " has the meaning set forth in the preface above.

" Closing " has the meaning set forth in §2(c) below.

" Closing Date " has the meaning set forth in §2(c) below.

" Code " means the Internal Revenue Code of 1986, as amended.

" Confidential Information " means any information concerning the businesses and affairs of Nano that is not already generally available to the public.

“ Consideration Shares ” has the meaning set forth in §2(c) below.

" Disclosure Schedule " has the meaning set forth in §4 below.

" Financial Statements " has the meaning set forth in §4(g) below.

" Indemnified Party " has the meaning set forth in §8(d) below.

" Indemnifying Party " has the meaning set forth in §8(d) below.

" Intellectual Property " means all of the following in any jurisdiction throughout the world: (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof, (b) all trademarks, service marks, trade dress, logos, slogans, trade names, corporate names, Internet domain names, and rights in telephone numbers, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (c) all copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith, (d) all mask works and all applications, registrations, and renewals in connection therewith, (e) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (f)  all customer lists, referral lists, sales leads and business development contacts (g) all computer software (including source code, executable code, data, databases, and related documentation), (h) all advertising and promotional materials, (i) all other proprietary rights, and (j) all copies and tangible embodiments thereof (in whatever form or medium).

" Knowledge " means actual knowledge after reasonable investigation.

" Liability " means any liability or obligation of whatever kind or nature (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability for Taxes.

" Lien " means any mortgage, pledge, lien, encumbrance, charge, or other security interest, (b) purchase money liens and liens securing rental payments under capital lease arrangements, and (c) other liens arising in the Ordinary Course of Business and not incurred in connection with the borrowing of money.

" Material Adverse Effect " or " Material Adverse Change " means any effect or change that would be materially adverse to the business, assets, condition (financial or otherwise), operating results, operations, or business prospects of Nano, taken as a whole, or on the ability of Sellers to consummate timely the transactions contemplated hereby, including any adverse change, event, development, or effect arising from or relating to (a) general business or economic conditions, including such conditions related to the business of Nano, (b) national or international political or social conditions, including the engagement by the United States or the United Kingdom in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States or the United Kingdom, or any of their respective territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States or the United Kingdom, (c) financial, banking, or securities markets (including any suspension of trading in, or limitation on prices for, securities on the New York Stock Exchange, American Stock Exchange, London Stock Exchange, the Alternative Investment Market of the London Stock Exchange, or Nasdaq National Market for a period in excess of three hours or any decline of either the Dow Jones Industrial Average or the Standard & Poor's Index of 500 Industrial Companies by an amount in excess of 30% measured from the close of business on the date hereof), (d) changes in United States or United Kingdom generally accepted accounting principles, (e) changes in law, rules, regulations, orders, or other binding directives issued by any governmental entity, and (f) the taking of any action contemplated by this Agreement and the other agreements contemplated hereby.

" Nano " has the meaning set forth in the preface above.

" Nano Unit " means any membership unit of Nano.

" Ordinary Course of Business " means the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency).

" Party " has the meaning set forth in the preface above.

" Person " means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity, or a governmental entity (or any department, agency, or political subdivision thereof).

" Securities Act " means the United States Securities Act of 1933, as amended.

" Securities Exchange Act " means the United States Securities Exchange Act of 1934, as amended.

" Seller " has the meaning set forth in the preface above.

" Subsidiary " means, with respect to any Person, any corporation, limited liability company, partnership, association, or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof and for this purpose, a Person or Persons own a majority ownership interest in such a business entity (other than a corporation) if such Person or Persons shall be allocated a majority of such business entity's gains or losses or shall be or control any managing director or general partner of such business entity (other than a corporation). The term "Subsidiary" shall include all Subsidiaries of such Subsidiary.

" Tax " or " Taxes " means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code §59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not and including any obligations to indemnify or otherwise assume or succeed to the Tax liability of any other Person.

" Tax Return " means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

" Third Party Claim " has the meaning set forth in §8(d) below.

2. Purchase and Sale of Nano Units .

(a)     Basic Transaction .  On and subject to the terms and conditions of this Agreement, for the consideration specified in this §2, Buyer agrees to purchase from each Seller, and each Seller agrees to sell to Buyer, the units of Nano set forth opposite such Seller’s name on the signature page attached hereto.

(b)   Purchase Price . Buyer agrees to pay to Sellers the following consideration

(i)   Shares .  At the Closing, Buyer shall issue to the Sellers an aggregate of Four Million (4,000,000) CTI Shares (the “Consideration Shares”) by delivery of certificates representing the Consideration Shares within thirty (30) days following the Closing Date. The Consideration Shares shall be allocated among Sellers in proportion to the units of Nano exchanged as set forth on the signature page.

(ii)   Cash .  The Buyer shall pay the Sellers Five Hundred Thousand Dollars ($500,000) in ten (10) equal monthly installments, commencing sixty (60) days after the Closing.

(c)   Anti-dilution.   In the event that Nano issues Additional Nano Units, Buyer shall have the right to retain its 25% ownership of Nano by providing additional consideration pari pasu to Buyer’s unit-holding and in accordance with the terms received by the recipients of the Additional Nano Units.  The consideration to be paid by Buyer shall be the same as that paid by the Recipients of the Additional Nano Units.

(d)   Closing .  The closing of the transactions contemplated by this Agreement (the " Closing ") shall take place at the offices of the Buyer, commencing at 9:00 a.m. local time on the second business day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the respective Parties will take at the Closing itself) or such other date as Buyer and the Sellers may mutually determine (the " Closing Date ").

(e)      Deliveries at Closing .  At the Closing, (i) Sellers will deliver to Buyer the various certificates, instruments, and documents referred to in §7(a) below, (ii) Buyer will deliver to Sellers the various certificates, instruments, and documents referred to in §7(b) below, and (iii) each Seller will deliver to Buyer certificates representing all of his or its Nano Units, endorsed in blank or accompanied by duly executed assignment documents.

3.   Representations and Warranties Concerning Transaction .

(a)     Sellers' Representations and Warranties .  Each Seller represents and warrants to Buyer that the statements contained in this §3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this §3(a)) with respect to himself or itself, except as set forth in Annex I attached hereto.

(i)     Authorization of Transaction. Seller has full power and authority to execute and deliver this Agreement and to perform his or her obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Seller, enforceable in accordance with its terms and conditions. Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or

(ii)     Non-contravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject, (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which he is bound or to which any of his assets is subject, or (C) result in the imposition or creation of a Lien upon or with respect to the Nano Units.

(iii)   Investment. Seller (A) understands that the Consideration Shares have not been, and will not be, registered under the Securities Act, or under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering, (B) is acquiring the Consideration Shares solely for his or her own account for investment purposes, and not with a view to the distribution thereof within the United States, (C) is a sophisticated investor with knowledge and experience in business and financial matters, (D) has received certain publicly available information concerning the Buyer and has had the opportunity to obtain additional information as desired in order to evaluate the merits and the risks inherent in holding the Consideration Shares, and (E) is an Accredited Investor.

(iv)   Nano Units. Seller holds of record and owns beneficially the number of Nano Units set forth next to his or her name in §4(b) of the Disclosure Schedule, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), Taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Seller is not a party to any option, warrant, purchase right, or other contract or commitment that could require Seller to sell, transfer, or otherwise dispose of any ownership interest of Nano (other than this Agreement). Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of units of Nano.

(b)     Buyer's Representations and Warranties . Buyer represents and warrants to Sellers that the statements contained in this §3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this §3(b)), except as set forth in Annex II attached hereto.

(i)     Organization of Buyer. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.

(ii)     Authorization of Transaction. Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Buyer, enforceable in accordance with its terms and conditions. Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. The execution, delivery, and

(iii)     Non-contravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Buyer is subject or any provision of its charter, bylaws, or other governing documents or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Buyer is a party or by which it is bound or to which any of its assets is subject.

(iv)     Investment. Buyer is not acquiring the Nano Units with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act.

4.   Representations and Warranties Concerning Nano .  Sellers represent and warrant to Buyer that the statements contained in this §