Common use of Purchase and Sale of Notes and Warrants Clause in Contracts

Purchase and Sale of Notes and Warrants. Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, secured convertible promissory notes in the aggregate principal amount of Eight Hundred Thirty-Two Thousand Five Hundred Dollars ($832,500) bearing interest at the rate of ten percent (10%) per annum increasing to twelve percent (12%) per annum on January 1, 2004, convertible into shares of the Company's common stock, par value $.01 per share (the "Common Stock"), in substantially the form attached hereto as EXHIBIT B (the "Notes"). Upon the following terms and conditions, each of the Purchasers shall be issued Series A Warrants, in substantially the form attached hereto as EXHIBIT C-1 (the "Series A Warrants"), and Series B Warrants, in substantially the form attached hereto as EXHIBIT C-2 (the "Series B Warrants" and, together with the Series A Warrants, the "Warrants"), to purchase such number of shares of Common Stock set forth with respect to such Purchaser on EXHIBIT A hereto. The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth as Exhibit A hereto) from the Company, (i) series A senior secured convertible promissory notes in the aggregate principal amount of Eight Hundred Thirty-Two Thousand Five Hundred up to Six Million Dollars ($832,500) bearing interest at the rate of ten percent (10%) per annum increasing to twelve percent (12%) per annum on January 1, 20046,000,000), convertible into shares of the Company's common stock, par value $.01 per share (the "Common Stock"), in substantially the form attached hereto as EXHIBIT B Exhibit B-1 (the "Series A Notes"). Upon , and (ii) original issue discount series A senior secured convertible promissory notes in the following terms and conditionsaggregate principal amount equal to fifteen percent (15%) of aggregate principal amount of Notes, each convertible into shares of the Purchasers shall be issued Series A WarrantsCommon Stock, in substantially the form attached hereto as EXHIBIT C-1 Exhibit B-2 (the "Series A WarrantsOID Notes"), and Series B Warrants, in substantially the form attached hereto as EXHIBIT C-2 (the "Series B Warrants" and, together with the Series A WarrantsNotes, the "WarrantsNotes"), to purchase such number of shares of Common Stock set forth with respect to such Purchaser on EXHIBIT A hereto. The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, (i) 10% senior secured convertible promissory notes in the aggregate principal amount of up to Eight Hundred Thirty-Two Thousand Five Hundred Million Dollars ($832,500) bearing interest at the rate of ten percent (10%) per annum increasing to twelve percent (12%) per annum on January 1, 20048,000,000), convertible into shares of the Company's common stock, par value $.01 0.001 per share (the "“Common Stock"”), in substantially the form attached hereto as EXHIBIT B Exhibit B-1 (the "10% Notes"). Upon , and (ii) zero coupon senior secured convertible promissory notes in the following terms and conditionsaggregate principal amount of up to Four Hundred Thousand Dollars ($400,000), each convertible into shares of the Purchasers shall be issued Series A Warrantscompany’s Common Stock, in substantially the form attached hereto as EXHIBIT C-1 Exhibit B-2 (the "Series A Warrants"), and Series B Warrants, in substantially the form attached hereto as EXHIBIT C-2 (the "Series B Warrants" and“Zero Coupon Note”, together with the Series A Warrants10% Notes, the "Warrants"“Notes”), to purchase such number of shares of Common Stock set forth with respect to such Purchaser on EXHIBIT A hereto. The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

Purchase and Sale of Notes and Warrants. Upon the following terms and conditions, the Company Issuer shall issue and sell to the PurchasersInvestors, and the Purchasers Investors shall purchase from the CompanyIssuer, severally and not jointly in accordance with Exhibit A, (i) secured convertible promissory notes in the aggregate principal amount of Eight Hundred Thirty-Two Thousand Five Hundred Dollars ($832,500) bearing interest at the rate of ten percent (10%) per annum increasing to twelve percent (12%) per annum on January 1, 2004, convertible into shares of the Company's common stock, par value $.01 per share (the "Common Stock"), in substantially the form attached hereto as EXHIBIT B Exhibit B-1 (the “First Lien Notes”), in the case of Biotex Pharma Investments LLC (the “Lead Investor”) and, to the extent purchasing Notes having an aggregate principal amount not in excess of $100,000, any other purchasers of First Lien Notes identified on Exhibit A (together with the Lead Investor, the "First Lien Investors”), or Exhibit B-2 (the “Second Lien Notes"”). Upon , in the following terms and conditions, each case of the Purchasers shall be issued Series A Warrants, other Investors (the “Second Lien Investors”) and (ii) warrants in substantially the form attached hereto as EXHIBIT C-1 Exhibit C (the "Series A “Warrants"), and Series B Warrants, in substantially ”) for the form attached hereto as EXHIBIT C-2 (the "Series B Warrants" and, together with the Series A Warrants, the "Warrants"), to purchase such number of shares of the Issuer’s common stock, par value $.001 per share (the “Common Stock set forth with respect to such Purchaser on EXHIBIT A heretoStock”). The Company Issuer and the Purchasers Investors are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”), including Regulation D ("“Regulation D"”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth as Exhibit A hereto) from the Company, (i) series B subordinated secured convertible promissory notes in the aggregate principal amount of Eight Hundred Thirty-Two Thousand Five Hundred Dollars ($832,500) bearing interest at the rate of ten percent (10%) per annum increasing to twelve percent (12%) per annum on January 1, 20043,622,142.86, convertible into shares of the Company's common stock, par value $.01 0.00001 per share (the "Common Stock"), in substantially the form attached hereto as EXHIBIT B Exhibit B-1 (the "Series B Notes"). Upon , and (ii) original issue discount series B subordinated secured convertible promissory notes in the following terms and conditions, each aggregate principal amount equal to fifteen percent (15%) of the Purchasers shall be issued aggregate principal amount of Series A WarrantsB Notes, convertible into shares of Common Stock, in substantially the form attached hereto as EXHIBIT C-1 Exhibit B-2 (the "Series A WarrantsOID Notes"), and Series B Warrants, in substantially the form attached hereto as EXHIBIT C-2 (the "Series B Warrants" and, together with the Series A WarrantsB Notes, the "WarrantsNotes"), to purchase such number of shares of Common Stock set forth with respect to such Purchaser on EXHIBIT A hereto. The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth as Exhibit A hereto) from the Company, (i) series B subordinated secured convertible promissory notes in the aggregate principal amount of Eight Hundred Thirty-up to Two Thousand Five Hundred Million Dollars ($832,500) bearing interest at the rate of ten percent (10%) per annum increasing to twelve percent (12%) per annum on January 1, 20042,000,000), convertible into shares of the Company's common stock, par value $.01 per share (the "Common Stock"), in substantially the form attached hereto as EXHIBIT B Exhibit B-1 (the "Series B Notes"). Upon , and (ii) original issue discount series B subordinated secured convertible promissory notes in the following terms and conditionsaggregate principal amount equal to forty percent (40%) of aggregate principal amount of Notes, each convertible into shares of the Purchasers shall be issued Series A WarrantsCommon Stock, in substantially the form attached hereto as EXHIBIT C-1 Exhibit B-2 (the "Series A WarrantsOID Notes"), and Series B Warrants, in substantially the form attached hereto as EXHIBIT C-2 (the "Series B Warrants" and, together with the Series A WarrantsB Notes, the "WarrantsNotes"), to purchase such number of shares of Common Stock set forth with respect to such Purchaser on EXHIBIT A hereto. The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.