The Investor Warrants will have an exercise price of $3.85 per share, will not be exercisable for six months, have a five year term and contain standard anti-dilution provisions. The Investor Warrants will permit cashless excercise unless the resale of the shares underlying the Warrants have been registered under the Securities Act, in which case, they must be exercised for cash. The foregoing description of the Investor Warrants is qualified by reference to the complete terms of such Investor Warrants, the form of which is filed herewith as Exhibit 10.2.

Upon closing, the Registrant will pay its placement agent (the "Placement Agent") a cash fee of approximately $857,248 and will issue the placement agent a retainer warrant to purchase up to 450,000 shares of common stock ("Retainer Warrant") at an exercise price of $3.12 per share and a concession warrant to purchase up to 307,250 shares of common stock (the "Concession Warrant") at an exercise price of $3.85 per share, for services rendered in connection with the transactions. The Retainer Warrant and Concession Warrant (collectively, the "Placement Agent Warrants") will not be exercisable for six months following the date of issuance, have a term of seven years, permit the holder to exercise on a cashless basis and contains standard anti-dilution provisions. The foregoing description of the Retainer Warrant and Concession Warrant is qualified by reference to the complete terms of such Retainer Warrant and Concession Warrant, the forms of which are filed herewith as Exhibit 10.3 and 10.4, respectively.

The Company, the Investors and the Placement Agent will also enter into a Registration Rights Agreement pursuant to which the Company will agree to file a registration statement within 30 calendar days of closing (the "Required Filing Date") to register the resale of the shares of common stock acquired by the Investors at closing, and to register the resale of the shares issuable upon exercise of the Investor Warrants and the Placement Agent Warrants. The Company will agree to use its best efforts to cause the registration statement to be declared effective within 60 days of the Required Filing Date (the "Required Effective Date"). In the event the Company fails to file the registration statement by the Required Filing Date, then the Company will be obligated to immediately pay the Investors as compensation for such delay an amount equal to 1.5% of the gross proceeds received from the offering of the Units. If the registration statement is not declared effective by the Required Effective Date, then the Company will be obligated to pay the Investors as compensation for such delay an amount equal to 1.5% of the gross proceeds for each 30-day period or portion thereof until the registration statement is declared effective; provided, however, the maximum aggregate amount that the Company will be obligated to pay the Investors under the Registration Rights Agreement cannot, under any circumstances, exceed 12% of the gross proceeds from the offering of the Units. The foregoing description of the Registration Rights Agreement is qualified by reference to the complete terms of such agreement, the form of which is included herewith as Exhibit 10.5.

The Units, Shares, Investor Warrants, Investor Warrant Shares, Placement Agent Warrants and shares of common stock issuable upon exercise of the Placement Agent Warrants (collectively, the "Securities") have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the Securities Act or any applicable state securities laws.