UNDERWRITING AGREEMENT

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                                                                     EXHIBIT 1.1

                        2,500,000 Shares of Common Stock

                            IVIVI TECHNOLOGIES, INC.

                             UNDERWRITING AGREEMENT

                                October 18, 2006


MAXIM GROUP LLC
405 Lexington Avenue
New York, NY 10174
As Representative of the Underwriters
named on Schedule A hereto

Ladies and Gentlemen:

         Ivivi Technologies, Inc., a corporation organized and existing under
the laws of New Jersey (the "COMPANY"), confirms its agreement, subject to the
terms and conditions set forth herein, with each of the underwriters listed on
Exhibit A hereto (collectively, the "UNDERWRITERS"), for whom Maxim Group LLC is
acting as representative (in such capacity, the "REPRESENTATIVE"), to sell and
issue to the Underwriters an aggregate of 2,500,000 shares (the "FIRM SHARES")
of its common stock, no par value per share (the "COMMON STOCK"). In addition,
the Company proposes to sell to the Underwriters, upon the terms and conditions
set forth in Section 2 hereof, an aggregate additional amount of 375,000 shares
of Common Stock, representing up to 15% of the Firm Shares (the "ADDITIONAL
SHARES"). The Firm Shares and any Additional Shares purchased by the
Underwriters are referred to herein as the "SHARES." The Shares are more fully
described in the Registration Statement and Prospectus referred to below. The
offering and sale of the Shares contemplated by this underwriting agreement
(this "AGREEMENT") is referred to herein as the "OFFERING."

         1. Representations and Warranties of the Company. The Company
represents, warrants and covenants to, and agrees with, each of the Underwriters
that, as of the date hereof and as of the Closing Date and each Additional
Closing Date:

         (a) The Company has filed with the Securities and Exchange Commission
(the "COMMISSION") a registration statement on Form SB-2 (Registration No.
333-122768), and amendments thereto, and related preliminary prospectuses for
the registration under the Securities Act of 1933, as amended (the "SECURITIES
ACT"), of the Shares, which registration statement, as so amended (including
post-effective amendments, if any), has been declared effective by the
Commission and copies of which have heretofore been delivered to the
Underwriters. Promptly after execution and delivery of this Agreement, the
Company will prepare and file a prospectus in accordance with the provisions of
Rule 430A ("RULE 430A") of the rules and regulations of the Commission (the
"RULES AND REGULATIONS") and paragraph (b) of Rule 424 ("RULE 424(b)") of the
Regulations. The information included in such prospectus that was omitted from

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such registration statement at the time it became effective but that is deemed
to be part of such registration statement at the time it became effective
pursuant to paragraph (b) of Rule 430A is referred to as "RULE 430A
INFORMATION." Each prospectus used before such registration statement became
effective, and any prospectus that omitted the Rule 430A Information that was
used after such effectiveness and prior to the execution and delivery of this
Agreement, is referred to herein as a "PRELIMINARY PROSPECTUS." Such
registration statement, including the amendments thereto, the exhibits and any
schedules thereto, at the time it became effective, and including the Rule 430A
Information, is herein called the "REGISTRATION STATEMENT." The Preliminary
Prospectus dated October 13, 2006, that was included in the Registration
Statement at the Time of Sale is referred to herein as the "SALE PRELIMINARY
PROSPECTUS", except that if any revised prospectus or prospectus supplement
shall be provided to the Underwriters by the Company for use in connection with
the Offering which differs from the Sale Preliminary Prospectus (whether or not
such revised prospectus or prospectus supplement is required to be filed by the
Company pursuant to Rule 424(b)), the term "Prospectus" shall also refer to such
revised prospectus or prospectus supplement, as the case may be, from and after
the time it is first provided to the Underwriters for such use. For purposes of
this Agreement and the Securities Act, "TIME OF SALE", means 4:30 p.m., New York
City time, on the date of this Agreement. The final prospectus in the form first
furnished to the Underwriters for use in connection with the offering of the
Securities is referred to herein as the "PROSPECTUS." If the Company has filed
or is required pursuant to the terms hereof to file a registration statement
pursuant to Rule 462(b) under the Securities Act registering additional shares
of Common Stock (a "RULE 462(B) REGISTRATION STATEMENT"), then, unless otherwise
specified, any reference herein to the term "Registration Statement" shall be
deemed to include such Rule 462(b) Registration Statement. Other than a Rule
462(b) Registration Statement, which, if filed, becomes effective upon filing,
no other document with respect to the Registration Statement has heretofore been
filed with the Commission. All of the Shares have been registered under the
Securities Act pursuant to the Registration Statement or, if any Rule 462(b)
Registration Statement is filed, will be duly registered under the Securities
Act with the filing of such Rule 462(b) Registration Statement. Based on
communications from the Commission, no stop order suspending the effectiveness
of either the Registration Statement or the Rule 462(b) Registration Statement,
if any, has been issued and, to the Company's knowledge, no proceeding for that
purpose has been initiated or threatened by the Commission. Any reference herein
to the Registration Statement, any Preliminary Prospectus, the Sale Preliminary
Prospectus or the Prospectus shall be deemed to refer to and include the
exhibits incorporated by reference therein pursuant to the Rules and Regulations
on or before the effective date of the Registration Statement, the date of such
Preliminary Prospectus, the Sale Preliminary Prospectus or the date of the
Prospectus, as the case may be. Any reference herein to the terms "amend",
"amendment" or "supplement" with respect to the Registration Statement, any
Preliminary Prospectus or the Prospectus shall be deemed to refer to and
include: (i) the filing of any document under the Securities Exchange Act of
1934, as amended, and together with the Rules and Regulations promulgated
thereunder (the "EXCHANGE ACT") after the effective date of the Registration
Statement, the date of such Preliminary Prospectus, the Sale Preliminary
Prospectus or the date of the Prospectus, as the case may be, which is
incorporated therein by reference, and (ii) any such document so filed. All

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references in this Agreement to the Registration Statement, the Rule 462(b)
Registration Statement, a Preliminary Prospectus, the Sale Preliminary
Prospectus and the Prospectus, or any amendments or supplements to any of the
foregoing shall be deemed to include any copy thereof filed with the Commission
pursuant to its Electronic Data Gathering, Analysis and Retrieval System
("EDGAR"). The Sale Preliminary Prospectus and the Prospectus delivered to the
Underwriters for use in connection with the Offering were or will be identical
to the electronically transmitted copies thereof filed with the Commission
pursuant to EDGAR, except to the extent permitted by Regulation S-T. If,
subsequent to the date of this Agreement, the Company or the Representative
determine that, at the Time of Sale, the Sale Preliminary Prospectus included an
untrue statement of a material fact or omitted a statement of material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading and have agreed to provide an
opportunity to purchasers of the Firm Units to terminate their old purchase
contracts and enter into new purchase contracts, then the Sale Preliminary
Prospectus will be deemed to include any additional information available to
purchasers at the time of entry into the first such new purchase contract.

         (b) At the time of the effectiveness of the Registration Statement or
any Rule 462(b) Registration Statement or the effectiveness of any
post-effective amendment to the Registration Statement, when the Prospectus is
first filed with the Commission pursuant to Rule 424(b), when any supplement to
or amendment of the Prospectus is filed with the Commission, when any document
filed under the Exchange Act was or is filed and at the Closing Date and the
Additional Closing Date (as hereinafter respectively defined), if any, the
Registration Statement, the Sale Preliminary Prospectus and the Prospectus and
any amendments thereof and supplements or exhibits thereto complied or will
comply in all material respects with the applicable provisions of the Securities
Act, the Exchange Act and the Rules and Regulations, and did not and will not
contain an untrue statement of a material fact and did not and will not omit to
state any material fact required to be stated therein or necessary in order to
make the statements therein: (i) in the case of the Registration Statement, not
misleading, and (ii) in the case of the Sale Preliminary Prospectus or the
Prospectus in light of the circumstances under which they were made, not
misleading. When any Preliminary Prospectus (including the Sale Preliminary
Prospectus) was first filed with the Commission (whether filed as part of the
registration statement for the registration of the Shares or any amendment
thereto or pursuant to Rule 424(a) under the Securities Act), and when any
amendment thereof or supplement thereto was first filed with the Commission,
such Preliminary Prospectus and any amendments thereof and supplements thereto
complied in all material respects with the applicable provisions of the
Securities Act, the Exchange Act and the Rules and Regulations and did not
contain an untrue statement of a material fact and did not omit to state any
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. No representation and warranty is made in this subsection (b),
however, with respect to any information contained in or omitted from the
Registration Statement or the Prospectus or any related Preliminary Prospectus
or any amendment thereof or supplement thereto in reliance upon and in
conformity with information furnished in writing to the Company by or on behalf
of any Underwriter through the Representative specifically for use therein. The

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parties acknowledge and agree that such information provided by or on behalf of
any Underwriter consists solely of the names of the Underwriters appearing in
the "Underwriting" section of the Prospectus and the contents of paragraphs 7,
14, 17, 20, 21 and 24 through 34 of the "Underwriting" section of the Prospectus
(the "UNDERWRITERS' INFORMATION").

         (c) The Company has filed with the Commission a Form 8-A (File Number
001-33088) providing for the registration under the Exchange Act of the Common
Stock. The registration of the Common Stock under the Exchange Act has been
declared effective by the Commission on the date hereof.

         (d) The documents, exhibits or other materials incorporated or deemed
to be incorporated by reference in the Sale Preliminary Prospectus or the
Prospectus, at the time they were or hereafter are filed with the Commission,
complied and will comply in all material respects with the requirements of the
Securities Act, the Exchange Act and the Rules and Regulations, and, when read
together with the other information in the Sale Preliminary Prospectus or the
Prospectus, do not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading. There are no contracts or other documents (including,
without limitation, any voting agreement), which are required to be described in
the Registration Statement, the Sale Preliminary Prospectus and the Prospectus
or filed as exhibits to the Registration Statement by the Securities Act, the
Exchange Act or the Rules and Regulations and which have not been so described,
filed or incorporated by reference.

         (e) Raich Ende Malter & Co. LLP ("REM"), whose reports relating to the
Company are included in the Registration Statement, are independent public
accountants as required by the Securities Act, the Exchange Act, the Rules and
Regulations and the rules and regulations promulgated by the Public Company
Accounting Oversight Board (the "PCAOB"). REM is duly registered and in good
standing with the PCAOB. REM has not, during the periods covered by the
financial statements included in the Registration Statement, the Preliminary
Prospectus and the Prospectus, provided to the Company any non-audit services,
as such term is used in Section 10A(g) of the Exchange Act.

         (f) The Shares have been authorized for listing on the American Stock
Exchange ("AMEX") and, to the Company's knowledge, no proceedings have been
instituted or threatened which would effect, and no event or circumstance has
occurred which is reasonably likely to effect, the listing of the Shares on the
AMEX.

         (g) The Company has no direct or indirect subsidiaries and owns no
equity interest in any other foreign or domestic individual, corporation, trust,
general or limited partnership, joint venture, limited liability company or
other entity (each, a "PERSON").


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         (h) Subsequent to the respective dates as of which information is
presented in the Registration Statement, the Sale Preliminary Prospectus and the
Prospectus, and except as disclosed in the Registration Statement, the Sale
Preliminary Prospectus and the Prospectus: (i) the Company has not declared,
paid or made any dividends or other distributions of any kind on or in respect
of its capital stock, and (ii) there has been no material adverse change (or any
development which has a high probability of involving a material adverse change
in the future), whether or not arising from transactions in the ordinary course
of business, in or affecting: (A) the business, condition (financial or
otherwise), results of operations, shareholders' equity, properties or prospects
(as such prospects are disclosed or described in the Sale Preliminary Prospectus
and the Prospectus) of the Company; (B) the long-term debt or capital stock of
the Company; or (C) the Offering or consummation of any of the other
transactions contemplated by this Agreement, the Registration Statement or the
Prospectus (a "MATERIAL ADVERSE CHANGE"). Since the date of the latest balance
sheet presented in the Registration Statement, the Sale Preliminary Prospectus
and the Prospectus, the Company has not incurred or undertaken any liabilities
or obligations, whether direct or indirect, liquidated or contingent, matured or
unmatured, or entered into any transactions, including any acquisition or
disposition of any business or asset, which are material to the Company, except
for liabilities, obligations and transactions which are disclosed in the
Registration Statement, the Sale Preliminary Prospectus and the Prospectus.

         (i) As of the dates indicated in the Sale Preliminary Prospectus and
the Prospectus, the authorized, issued and outstanding shares of capital stock
of the Company were as set forth therein in the column headed "Actual" under the
section thereof captioned "Capitalization" and, after giving effect to the
Offering and the other transactions contemplated by this Agreement and the
Registration Statement, will be as set forth in the column headed "As Adjusted"
in such section. All of the issued and outstanding shares of capital stock of
the Company are fully paid and non-assessable (and those shares of Common Stock
issuable upon conversion of the Company's notes as described in the Registration
Statement and the Prospectus, upon conversion thereof as described in the
Registration Statement, will be fully paid and non-assessable) and have been
duly and validly authorized and issued, in compliance with all applicable state
and federal securities laws, rules and regulations and not in violation of or
subject to any preemptive or similar right that does or will entitle any Person
(as defined below), upon the issuance or sale of any security, to acquire any
Relevant Security from the Company. As used herein, the term "RELEVANT SECURITY"
means any Common Stock or other security of the Company that is convertible
into, or exercisable or exchangeable for Common Stock or equity securities, or
that holds the right to acquire any Common Stock or equity securities of the
Company or any other such Relevant Security, except for such rights as may have
been fully satisfied or waived prior to the effectiveness of the Registration
Statement.

         (j) The Shares have been duly and validly authorized and, when issued,
delivered and paid for in accordance with this Agreement and as described in the
Sale Preliminary Prospectus and the Prospectus on each of the Closing Date and
the Additional Closing Date, as applicable, will be duly and validly issued,
fully paid and non-assessable, will have been issued in compliance with all
applicable state and federal laws, rules and regulations and will not have been
issued in violation of or subject to any preemptive or similar right that does
or will entitle any Person to acquire any Relevant Security from the Company

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upon issuance or sale of Shares in the Offering. The shares of Common Stock
representing the Shares conform to the descriptions thereof contained in the
Registration Statement, the Sale Preliminary Prospectus and the Prospectus.
Except as disclosed in the Registration Statement, the Sale Preliminary
Prospectus and the Prospectus, the Company has no outstanding warrants, options
to purchase, or any preemptive rights or other rights to subscribe for or to
purchase, or any contracts or commitments to issue or sell, any Relevant
Security.

         (k) Except as disclosed in the Registration Statement, the Sale
Preliminary Prospectus and the Prospectus, no director or officer of the Company
who will be acting as such following the Closing as described in the Sale
Preliminary Prospectus or the Prospectus holds any direct equity, debt or other
pecuniary interest in any Person with whom the Company does business or is in
privity of contract with, other than, in each case, indirectly through the
ownership by such individuals of shares of Common Stock.

         (l) The Company has been duly incorporated, and validly exists as a
corporation in good standing under the laws of the State of New Jersey. The
Company has all requisite power and authority to carry on its business as it is
currently being conducted and as described in the Sale Preliminary Prospectus
and the Prospectus, and to own, lease and operate its properties. The Company is
duly qualified to do business and is in good standing as a foreign corporation
in each jurisdiction in which the character or location of its properties
(owned, leased or licensed) or the nature or conduct of its business makes such
qualification necessary, except, in each case, for those failures to be so
qualified or in good standing which (individually and in the aggregate) could
not reasonably be expected to have a material adverse effect on: (i) the
business, condition (financial or otherwise), results of operations,
shareholders' equity, properties or prospects (as such prospects are disclosed
or described in the Sale Preliminary Prospectus and the Prospectus) of the
Company; (ii) the long-term debt or capital stock of the Company; or (iii) the
Offering or consummation of any of the other transactions contemplated by this
Agreement, the Registration Statement or the Prospectus (any such effect being a
"MATERIAL ADVERSE EFFECT").

         (m) The Company is not: (i) in violation of its certificate of
incorporation, by-laws or other organizational documents (including
shareholders', voting or similar agreements), (ii) in default under, and no
event has occurred which, with notice or lapse of time or both, would constitute
a default under or result in the creation or imposition of any lien, charge,
mortgage, pledge, security interest, claim, equity, trust or other encumbrance,
preferential arrangement, defect or restriction of any kind whatsoever ("LIEN")
upon any of its property or assets pursuant to, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which it is a party or
by which it is bound or to which any of its property or assets is subject or
(iii) is in violation in any respect of any law, rule, regulation, ordinance,
directive, judgment, decree or order of any judicial, regulatory or other legal
or governmental agency or body, foreign or domestic, except (in the case of
clause (ii) above) for any Lien disclosed in the Registration Statement, the
Sale Preliminary Prospectus and the Prospectus and except, in the case of each
of clauses (ii) and (iii), for any default, violation or event that would not,
individually or in the aggregate, have or reasonably be expected to have a
Material Adverse Effect.

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         (n) The Company has full right, power and authority to execute and
deliver this Agreement and all other agreements, documents, certificates and
instruments required to be delivered pursuant to this Agreement (collectively,
the "TRANSACTION DOCUMENTS") and to perform its obligations hereunder and
thereunder and to consummate each of the transactions contemplated by each of
the Transaction Documents. The Company has duly and validly authorized each of
the Transaction Documents and each of the transactions contemplated by the
Transaction Documents. Each of the Transaction Documents have been or will be
duly and validly executed and delivered by the Company and constitutes the
legal, valid and binding obligation of the Company and is enforceable against
the Company in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' rights generally and except as enforceability
may be subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

         (o) The execution, delivery, and performance of the Transaction
Documents and the consummation of the transactions contemplated thereby do not
and will not: (i) conflict with, require consent under or result in a breach of
any of the terms and provisions of, or constitute a default (or an event which
with notice or lapse of time, or both, would constitute a default) under, or
result in the creation or imposition of any Lien upon any property or assets of
the Company pursuant to any indenture, mortgage, deed of trust, loan agreement
or other agreement, instrument, franchise, license or permit to which the
Company or its "affiliates" (as such term is defined in Rule 144 under the
Securities Act, "AFFILIATES") is a party or by which the Company or its
properties, operations or assets may be bound or (ii) violate or conflict with
any provision of the certificate of incorporation, by-laws or other
organizational documents of the Company, or (iii) violate or conflict with any
law, rule, regulation, ordinance, directive, judgment, decree or order of any
judicial, regulatory or other legal or governmental agency or body, domestic or
foreign, except, in the case of each of clauses (i) and (iii), for any default,
violation or event that would not, individually or in the aggregate, have or
reasonably be expected to have a Material Adverse Effect.

         (p) The Company has all material consents, approvals, authorizations,
orders, registrations, qualifications, licenses, filings and permits of, with
and from all judicial, regulatory and other legal or governmental agencies and
bodies and all third parties, foreign and domestic (collectively, the
"CONSENTS"), to own, lease and operate its properties and conduct its business
as it is now being conducted and as disclosed in the Registration Statement, the
Sale Preliminary Prospectus and the Prospectus, and each such Consent is valid
and in full force and effect. The Company has not received notice of any
investigation or proceedings which results in or, if decided adversely to the
Company, could reasonably be expected to result in, the revocation of any
Consent or reasonably be expected to have a Material Adverse Effect. No Consent
contains a materially burdensome restriction not adequately disclosed in the
Registration Statement, the Sale Preliminary Prospectus and the Prospectus.


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         (q) The Company is in compliance with all applicable laws, rules,
regulations, ordinances, directives, judgments, decrees and orders, foreign and
domestic, including those relating to transactions with Affiliates, the
non-compliance with which would not have a Material Adverse Effect.

         (r) [Intentionally Omitted]

         (s) No Consent of, with or from any judicial, regulatory or other legal
or governmental agency or body or any third party, foreign or domestic, is
required for the execution, delivery and performance of this Agreement or
consummation of each of the transactions contemplated by this Agreement,
including the issuance, sale and delivery of the Shares to be issued, sold and
delivered hereunder and thereunder, except: (i) the registration under the
Securities Act of the Shares and the approval for listing of the Shares on AMEX,
each of which has become effective and (ii) such Consents as may be required
under state securities or blue sky laws, the National Association of Securities
Dealers, Inc. (the "NASD") or NASD Regulation, Inc. in connection with the
purchase and distribution of the Shares by the Underwriters.

          (t) Except as disclosed in the Registration Statement, the Sale
Preliminary Prospectus and the Prospectus, there is no judicial, regulatory,
arbitral or other legal or governmental proceeding or other litigation or
arbitration, domestic or foreign, pending to which the Company is a party or of
which any property, operations or assets of the Company is the subject which,
either individually or in the aggregate, if determined adversely to the Company,
could reasonably be expected to have a Material Adverse Effect. To the Company's
knowledge, no such proceeding, litigation or arbitration is threatened or
contemplated. The defense of all pending proceedings, litigation and arbitration
against or involving the Company is not reasonably expected by the Company to
have a Material Adverse Effect.

         (u) The financial statements, including the notes thereto, and the
supporting schedules included in the Registration Statement, the Sale
Preliminary Prospectus and the Prospectus present fairly the financial position
as of the dates indicated and the cash flows and results of operations for the
periods specified of the Company. Except as otherwise stated in the Registration
Statement, the Sale Preliminary Prospectus and the Prospectus, said financial
statements have been prepared in conformity with United States generally
accepted accounting principles applied on a consistent basis throughout the
periods involved, subject, in the case of unaudited financial statements, to the
absence of footnotes and year end adjustments required by accounting principles
generally accepted in the United States of America for complete financial
statements. The supporting schedules included in the Registration Statement and
the Prospectus present fairly the information required to be stated therein. No
other financial statements or supporting schedules are required to be included
or incorporated by reference in the Registration Statement. The other financial
and statistical information included in the Registration Statement, the Sale
Preliminary Prospectus and the Prospectus present fairly the information
included therein and have been prepared on a basis consistent with that of the
financial statements that are included in the Registration Statement, the Sale
Preliminary Prospectus and the Prospectus and the books and records of the
respective entities presented therein.


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         (v) There are no pro forma or as adjusted financial statements which
are required to be included in the Registration Statement, the Sale Preliminary
Prospectus and the Prospectus in accordance with Regulation S-X under the
Securities Act which have not been included as so required. The pro forma and/or
as adjusted financial information included in the Registration Statement, the
Sale Preliminary Prospectus and the Prospectus has been properly compiled and
prepared in accordance with the applicable requirements of the Securities Act
and the Rules and Regulations and include all adjustments necessary to present
fairly in accordance with generally accepted accounting principles the pro forma
and as adjusted financial position of the respective entity or entities
presented therein at the respective dates indicated and their cash flows and the
results of operations for the respective periods specified. The assumptions used
in preparing the pro forma and as adjusted financial information included in the
Registration Statement, the Sale Preliminary Prospectus and the Prospectus
provide a reasonable basis for presenting the significant effects directly
attributable to the transactions or events described therein. The related pro
forma and pro forma as adjusted adjustments give appropriate effect to those
assumptions; and the pro forma and pro forma as adjusted financial information
reflect the proper application of those adjustments to the corresponding
historical financial statement amounts.

         (w) The statistical, industry-related and market-related data included
in the Registration Statement, the Sale Preliminary Prospectus and the
Prospectus are based on or derived from sources which the Company reasonably and
in good faith believes are reliable and accurate, and such data agree with the
sources from which they are derived.

         (x) Except as disclosed in the Registration Statement, the Sale
Preliminary Prospectus and the Prospectus, the Company maintains a system of
internal accounting and other controls sufficient to provide reasonable
assurances that: (i) transactions are executed in accordance with management's
general or specific authorizations, (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with United States
generally accepted accounting principles and to maintain accountability for
assets, (iii) access to assets is permitted only in accordance with management's
general or specific authorization, and (iv) the recorded accounting for assets
is compared with existing assets at reasonable intervals and appropriate action
is taken with respect to any differences.

         (y) The Company's Board of Directors has validly appointed an audit
committee and nominating committee whose composition satisfies the requirements
of the rules and regulations of the AMEX and the Company's Board of Directors
and/or audit committee and the nominating committee has each adopted a charter
that satisfies the requirements of AMEX. Neither the Company's Board of
Directors nor the audit committee thereof has been informed, nor is any director
of the Company aware, of: (i) except as disclosed in the Registration Statement,
the Sale Preliminary Prospectus and the Prospectus, any significant deficiencies
and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the
Company's ability to record, process, summarize and report financial
information; or (ii) any fraud, whether or not material, that involves
management or other employees who have a significant role in the Company's
internal control over financial reporting.

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         (z) The Company is in material compliance with the provisions of the
Sarbanes-Oxley Act of 2002, as amended ("SARB-OX"), applicable to the Company,
and the rules and regulations promulgated thereunder and related or similar
rules and regulations promulgated by AMEX or any other governmental or self
regulatory entity or agency, except for violations which, singly or in the
aggregate, would not have a Material Adverse Effect. Without limiting the
generality of the foregoing, as of the effective date of the Registration
Statement: (i) all members of the Company's Board of Directors who are required
to be "independent" (as that term is defined under applicable laws, rules and
regulations), including, without limitation, all members of the audit committee
of the Company's Board of Directors, meet the qualifications of independence as
set forth under applicable laws, rules and regulations and (ii) the audit
committee of the Company's Board of Directors has at least one member who is an
"audit committee financial expert" (as that term is defined under applicable
laws, rules and regulations).

         (aa) No relationship, direct or indirect, exists between or among any
of the Company or any Affiliate of the Company, on the one hand, and any
director, officer, shareholder, customer or supplier of the Company or any
Affiliate of the Company, on the other hand, which is required by the Securities
Act, the Exchange Act or the Rules and Regulations to be described in the
Registration Statement, the Sale Preliminary Prospectus or the Prospectus which
is not so described as required. Except as disclosed in the Registration
Statement, the Sale Preliminary Prospectus and the Prospectus, there are no
outstanding loans, advances (except normal advances for business expenses in the
ordinary course of business) or guarantees of indebtedness by the Company to or
for the benefit of any of the officers or directors of the Company or any of
their respective family members, except as disclosed in the Registration
Statement, the Sale Preliminary Prospectus and the Prospectus. The Company has
not, in violation of Sarb-Ox, directly or indirectly, including through any
Affiliate of the Company (other than as permitted under the Sarb-Ox for
depositary institutions), extended or maintained credit, arranged for the
extension of credit, or renewed an extension of credit, in the form of a
personal loan to or for any director or executive officer of the Company.

         (bb) (i) Except as described in the Registration Statement, the Sale
Preliminary Prospectus and the Prospectus, there are no claims, payments,
arrangements, agreements or understandings relating to the payment of a
finder's, consulting or origination fee by the Company with respect to the sale
of the Shares hereunder or any other arrangements, agreements or understandings
of the Company or, to the Company's knowledge, the Company's officers, directors
and employees that may affect the Underwriters' compensation, as determined by
the NASD.

                           (ii) Except as previously disclosed to the
Representative in writing, no officer, director, or beneficial owner of any
class of the Company's securities (whether debt or equity, registered or
unregistered, regardless of the time acquired or the source from which derived)
or any other Affiliate is a member or a person associated, or affiliated with a
member of the NASD.


<PAGE>
                                                                Maxim Group LLC
                                                               October 18, 2006
                                                                    Page 11 of 39


                           (iii) No proceeds from the sale of the Shares
(excluding underwriting compensation) will be paid to any NASD member, or any
persons associated or affiliated with a member of the NASD, except as
specifically contemplated herein.

                           (iv) Except as previously disclosed to the
Representative in writing, no person to whom securities of the Company have been
privately issued within the 180-day period prior to the initial filing date of
the Registration Statement has any relationship or affiliation or association
with any member of the NASD.

         (cc) (i) The Company owns or possess the right to use sufficient
trademarks, trade names, patent rights, copyrights, domain names, licenses,
approvals, trade secrets, inventions, technology, know-how and other similar
rights (collectively, "INTELLECTUAL PROPERTY RIGHTS") as are necessary or
material: (A) to conduct its business as now conducted and (B) in connection
with the commercialization of the medical technologies described in the
Registration Statement, the Sale Preliminary Prospectus and Prospectus as being
under development by the Company.

                           (ii) Except as set forth in the Registration
Statement, the Sale Preliminary Prospectus and Prospectus: (A) there is no
pending or, to the Company's knowledge, threatened action, suit, proceeding, or
claim by others challenging the Company's rights in or to any Intellectual
Property Rights, and the Company is unaware of any facts which would form a
reasonable basis for any such claim; (B) there is no pending or, to the
Company's knowledge, threatened action, suit, proceeding, or claim by others
that the Company infringes, misappropriates, or otherwise violates any
Intellectual Property Rights of others, and the Company is unaware of any facts
which would form a reasonable basis for any such claim; (C) there is no pending
or, to the Company's knowledge, threatened action, suit, proceeding, or claim by
others challenging the validity or scope of any such Intellectual Property
Rights owned by the Company and the Company is unaware of any facts which would
form a reasonable basis for any such claim; (D) the operation of Company's
business as now conducted and in connection with the development and
commercialization of the medical technology described in the Registration
Statement, the Sale Preliminary Prospectus and Prospectus, as being under
development by the Company (either independently or in collaboration with third
parties), does not infringe any claim of any patent or published patent
application; (E) there is no prior art of which the Company is aware that may
render any patent owned or licensed by the Company invalid or any patent
application owned or licensed by the Company unpatentable which has not been
disclosed to the applicable government patent office; and (F) the patents,
trademarks, and copyrights granted or issued to the Company have been duly
maintained and are in full force and in effect, and none of such patents,
trademarks and copyrights have been adjudged invalid or unenforceable in whole
or in part. The Company is not a party to or bound by any options, licenses or
agreements with respect to the Intellectual Property Rights of any other person
or entity that are required to be set forth in the Registration Statement, the
Sale Preliminary Prospectus and Prospectus and are not described therein in all
material respects.


<PAGE>
                                                                 Maxim Group LLC
                                                               October 18, 2006
                                                                  Page 12 of 39



                           (ii) The Company has duly and properly filed or
caused to be filed with the U. S. Patent and Trademark Office (the "PTO") and
applicable foreign and international patent authorities all patent applications
owned by the Company (the "COMPANY PATENT APPLICATIONS"). The Company has
complied in all material repsects with the PTO's duty of candor and disclosure
for the Company Patent Applications and has made no material misrepresentation
in the Company Patent Applications. The Company Patent Applications disclose
patentable subject matters, and the Company has not been notified of any
inventorship challenges nor has any interference been declared or provoked nor
is any material fact known by the Company that would preclude the issuance of
patents with respect to the Company Patent Applications or would render such
patents invalid or unenforceable. No third party possesses rights to the
Company's Intellectual Property Rights that, if exercised, could enable such
party to develop products competitive to those the Company intends to develop as
described in the Sale Preliminary Prospectus and the Prospectus.

                           (iii) Other than as disclosed in the Registration
Statement, the Sale Preliminary Prospectus and Prospectus, there are no
rulemaking or similar proceedings before the U.S. Food and Drug Administration
("FDA") or PTO which affect or involve the Company or any of the processes or
medical technologies that the Company has developed, is developing or proposes
to develop or uses or proposes to use which, if the subject of an action
unfavorable to the Company, would result in a Material Adverse Change.


                           (iv) The Company has obtained legally binding written
agreements from all employees and third parties with whom the Company has shared
confidential proprietary information: (A) of the Company, or (B) received from
others which the Company is obligated to treat as confidential, which agreements
require such employees and third parties to keep such information confidential.

         (dd) Neither the Company nor, to the Company's knowledge, any of the
Company's directors, officers or employees has violated: (i) the Bank Secrecy
Act, as amended, (ii) the Money Laundering Control Act of 1986, as amended,
(iii) the Foreign Corrupt Practices Act, or (iv) the Uniting and Strengthening
of America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism (USA PATRIOT ACT) Act of 2001, and/or the rules and regulations
promulgated under any such law, or any successor law, except for such violations
which, singly or in the aggregate, would not have a Material Adverse Effect.

         (ee) Neither the Company nor any of its Affiliates has, prior to the
date hereof, made any offer or sale of any securities which are required to be
"integrated" pursuant to the Securities Act or the Rules and Regulations with
the offer and sale of the Shares pursuant to the Registration Statement.

<PAGE>
                                                                Maxim Group LLC
                                                                October 18, 2006
                                                                  Page 13 of 39




         (ff) Except as disclosed in the Registration Statement, the Sale
Preliminary Prospectus and the Prospectus, no holder of any Relevant Security
has any rights to require registration of any Relevant Security as part or on
account of, or otherwise in connection with, the offer and sale of the Shares
contemplated hereby, and any such rights so disclosed have either been fully
complied with by the Company or effectively waived by the holders thereof, and
any such waivers remain in full force and effect.

         (gg) The Company is not and, at all times up to and including
consummation of the transactions contemplated by this Agreement, and after
giving effect to application of the net proceeds of the Offering, will not be,
subject to registration as an "investment company" under the Investment Company
Act of 1940, as amended, and is not and will not be an entity "controlled" by an
"investment company" within the meaning of such act.

         (hh) Except as disclosed in the Registration Statement, the Sale
Preliminary Prospectus and the Prospectus, there are no contracts, agreements or
understandings between the Company and any Person that would give rise to a
valid claim against the Company or any Underwriter for a brokerage commission,
finder's fee or other like payment in connection with the transactions
contemplated by this Agreement or any arrangements, agreements, understandings,
payments or issuance with respect to the Company or any of its officers,
directors, shareholders, partners, employees or Affiliates that may affect the
Underwriters' compensation as determined by the NASD.

         (ii) The Company owns or leases all such properties as are necessary to
the conduct of its business as presently operated and as proposed to be operated
as described in the Registration, the Sale Preliminary Prospectus and the
Prospectus. The Company has good and marketable title in fee simple to all real
property and good and marketable title to all personal property owned by it, in
each case free and clear of all Liens except such as are described in the
Registration Statement, the Sale Preliminary Prospectus and the Prospectus or
such as do not (individually or in the aggregate) materially affect the business
or prospects of the Company. Any real property and buildings held under lease or
sublease by the Company is held by under valid, subsisting and enforceable
leases with such exceptions as are not material to, and do not interfere with,
the use made and proposed to be made of such property and buildings by the
Company. The Company has not received any notice of any claim adverse to its
ownership of any real or personal property or of any claim against the continued
possession of any real property, whether owned or held under lease or sublease
by the Company.

         (jj) The Company maintains insurance of the types and in the amounts
which are customary for companies engaged in similar businesses, including, but
not limited to: (i) directors' and officers' insurance (including insurance
covering the Company, its directors and officers for liabilities or losses
arising in connection with this Offering, including, without limitation,
liabilities or losses arising under the Securities Act, the Exchange Act, the
Rules and Regulations and applicable foreign securities laws), (ii) insurance
covering real and personal property owned or leased by the Company against
theft, damage, destruction, acts of vandalism and all other risks customarily
insured against, (iii) business interruption insurance and (iv) product

<PAGE>
                                                                Maxim Group LLC
                                                                October 18, 2006
                                                                  Page 14 of 39



liability insurance. The Company maintains and will continue to maintain
insurance (of which the Company is the beneficiary) with at least $1,500,000 of
coverage of the life of Andre' DiMino for a period of three (3) years from the
Closing Date with an insurer rated at least AA or better in the most recent
addition of "Best's Life Reports". There are no claims by the Company under any
policy or instrument described in this paragraph as to which any insurance
company is denying liability or defending under a reservation of rights clause.
All of the insurance policies described in this paragraph are in full force and
effect. The Company has not been refused any insurance coverage sought or
applied for, and the Company has no 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 have a Material Adverse Effect.

         (kk) The Company has accurately prepared and timely filed all federal,
state, foreign and other tax returns that are required to be filed by it and has
paid or made provision for the payment of all taxes, assessments, governmental
or other similar charges, including without limitation, all sales and use taxes
and all taxes which the Company is obligated to withhold from amounts owing to
employees, creditors and third parties, with respect to the periods covered by
such tax returns (whether or not such amounts are shown as due on any tax
return). No deficiency assessment with respect to a proposed adjustment of the
Company's federal, state, local or foreign taxes is presently in effect or is
pending or, to the Company's knowledge, threatened. The accruals and reserves on
the books and records of the Company in respect of tax liabilities for any
taxable period not finally determined are adequate to meet any assessments and
related liabilities for any such period and, since the date of the Company's
most recent audited financial statements, the Company has not incurred any
material liability for taxes other than in the ordinary course of its business.
There is no tax lien, whether imposed by any federal, state, foreign or other
taxing authority, outstanding against the assets, properties or business of the
Company.

         (ll) No labor disturbance by the employees of the Company currently
exists or is likely to occur.

         (mm) The Company has at all times operated its business in material
compliance with all Environmental Laws, and no material expenditures are or will
be required in order to comply therewith. The Company has not received any
notice or communication that relates to or alleges any actual or potential
violation or failure to comply with any Environmental Laws that will result in a
Material Adverse Effect. As used herein, the term "ENVIRONMENTAL LAWS" means all
applicable laws and regulations, including any licensing, permits or reporting
requirements, and any action by a Federal state or local government entity
pertaining to the protection of the environment, protection of public health,
protection of worker health and safety, or the handling of hazardous materials,
including without limitation, the Clean Air Act, 42 U.S.C. ss. 7401, et seq.,
the Comprehensive Environmental Response, Compensation and Liability Act of
1980, 42 U.S.C. ss. 9601, et seq., the Federal Water Pollution Control Act, 33
U.S.C. ss. 1321, et seq., the Hazardous Materials Transportation Act, 49 U.S.C.
ss. 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. ss.
690-1, et seq., and the Toxic Substances Control Act, 15 U.S.C. ss. 2601, et
seq.

<PAGE>
                                                                Maxim Group LLC
                                                               October 18, 2006
                                                                  Page 15 of 39



          (nn) Except as set forth in the Registration Statement, the Sale
Preliminary Prospectus or the Prospectus, the Company is not a party to an
"employee benefit plan," as defined in Section 3(3) of the Employee Retirement
Income Security Act of 1974 ("ERISA") which: (i) is subject to any provision of
ERISA and (ii) is or was at any time maintained, administered or contributed to
by the Company and covers any employee or former employee of the Company or any
ERISA Affiliate (as defined hereafter). These plans are referred to collectively
herein as the "EMPLOYEE PLANS." For purposes of this paragraph, "ERISA
AFFILIATE" of any person or entity means any other person or entity which,
together with that person or entity, could be treated as a single employer under
Section 414(m) of the Internal Revenue Code of 1986, as amended (the "CODE"), or
is an "affiliate," whether or not incorporated, as defined in Section 407(d)(7)
of ERISA, of the person or entity.

         (oo) The Representative has been provided with written evidence of each
employment, severance or other similar arrangement or policy and each material
plan or arrangement providing for insurance coverage (including any self-insured
arrangements), workers' compensation, disability benefits, severance benefits,
supplemental unemployment benefits, vacation benefits, retirement benefits or
for deferred compensation, profit-sharing, bonuses, stock options, stock
appreciation or other forms of incentive compensation, or post-retirement
insurance, compensation or benefits which: (i) is not an Employee Plan, (ii) is
entered into, maintained or contributed to, as the case may be, by the Company
or any of their respective ERISA Affiliates, and (iii) covers any employee or
former employee of the Company or any of their respective ERISA Affiliates.
These contracts, plans and arrangements are referred to collectively in this
Agreement as the "BENEFIT ARRANGEMENTS." Each Benefit Arrangement has been
maintained in substantial compliance with its terms and with requirements
prescribed by any and all statutes, orders, rules and regulations that are
applicable to that Benefit Arrangement.

         (pp) Except as set forth in the Registration Statement, the Sale
Preliminary Prospectus or the Prospectus, there is no liability in respect of
post-retirement health and medical benefits for retired employees of the Company
or any of their respective ERISA Affiliates other than medical benefits required
to be continued under applicable law, determined using assumptions that are
reasonable in the aggregate, over the fair market value of any fund, reserve or
other assets segregated for the purpose of satisfying such liability (including
f