Exhibit 1.1

                            PLACEMENT AGENT AGREEMENT



                                                        As of October 22, 2004


Brookshire Securities Corporation
4 West Las Olas Blvd., 8th Floor
Ft. Lauderdale, Florida  33301

               Re: PLACEMENT AGENT AGREEMENT

Gentlemen:

     This letter is in  confirmation of our agreement with you pertaining to the
private  placement,   coordinated  by  Brookshire  Securities  Corporation  (the
"Placement Agent,"  "Brookshire" or "you") as placement agent on a "best efforts
- $2,500,000  minimum/$6,000,000  maximum" basis,  of Units (the "Units"),  each
Unit  consisting  of (i) one (1) share of Series A Convertible  Preferred  Stock
(the "Series A Preferred Stock"), and (ii) a detachable, transferable three-year
warrant (the "Warrant") to purchase 5,000 shares of Common Stock of a Securities
and Exchange Commission ("SEC") reporting and registered publicly-traded company
that will be quoted on the OTC Bulletin board  ("Pubco") (the  "Offering").  The
Offering  will  close   concurrently  with  the  closing  of  a  reverse  merger
transaction (the "Reverse Merger") involving a wholly-owned subsidiary of Pubco,
and CepTor Corporation ("CepTor").  The terms, conditions,  rights,  preferences
and  privileges  of the  securities  comprising  the  Units  will be more  fully
described in the  Memorandum  (as defined in Section 1(a) below).  The following
terms and conditions  shall,  if accepted by you,  constitute a legally  binding
agreement  between us. Either party may terminate  this agreement at any time in
the event of a material breach of this Agreement by the other in which event the
terminating party shall have no further liability hereunder.

Section 1.  DESCRIPTION OF SECURITIES

     (a)  The shares of Series A Preferred  Stock and Warrants to be offered and
sold in the Offering on a "best efforts -  minimum/maximum"  basis shall conform
in all material respects to the description  thereof contained in a Confidential
Private  Placement  Memorandum  to be  prepared  by  CepTor  (as the same may be
amended or  supplemented  from time to time,  and  including  all  exhibits  and
appendices  attached  thereto,  the  "Memorandum"),  which  will  contain  (i) a
description of CepTor and its business,  assets, prospects and management;  (ii)
the terms and conditions of the Offering;  (iii) a description of the securities
comprising  the Units;  and (iv) certain  financial  information.  If necessary,
Pubco and CepTor will update or supplement the Memorandum prior to completion of
the Offering.  Without CepTor's prior written  consent,  you will not distribute
any offering materials to prospective  investors other than the Memorandum.  You
shall be entitled to rely on the accuracy and  completeness  of all  information
provided by CepTor and Pubco, including information incorporated by reference in
the  Memorandum.  Additionally,  representatives  of CepTor  and Pubco  shall be
available to answer questions of, and to provide additional  information to, any
potential investors.  You will not make any use of the Memorandum other than for
purposes of implementing  this Agreement,  nor will you or any of your agents or
employees  use the  same or do any  other  act or  thing  in the  course  of the



offering or sale hereunder which would  constitute a violation of the Securities
Act of 1933, as amended ("Securities Act"), the Securities Exchange Act of 1934,
as amended  ("Exchange  Act"),  any state "blue sky" laws or regulations and any
other securities laws applicable to the Offering.

     (b)  The Offering  will be  conducted to raise from  investors a minimum of
$2,500,000  from the sale of 100 Units and a maximum of $6,000,000 from the sale
of 240 Units, at the purchase price per Unit of $25,000.  After giving effect to
the  completion of the Reverse  Merger,  the  conversion of certain  outstanding
indebtedness,  the purchase of  additional  shares by JCR  Pharmaceuticals,  and
assuming the successful  completion of the Offering,  assuming conversion of the
Series A Preferred Stock sold in the Offering,  the  capitalization  shall be as
set  forth  in the  final  Private  Placement  Memorandum  approved  by  CepTor,
Brookshire  and Pubco.  Upon the mutual  agreement  of CepTor and the  Placement
Agent,  CepTor may sell  additional  Units at the same price per Unit,  provided
that the  aggregate  number of  additional  Units sold shall not exceed  than 36
Units.

Section 2.  REPRESENTATIONS AND WARRANTIES

     (a)  Each of CepTor and Pubco  represents  and  warrants  to the  Placement
Agent,  as to  itself  only and not with  respect  to any  matters  which do not
pertain to itself, as follows:

          (i)   CepTor  has full  corporate  power  and  authority  to  execute,
deliver and perform its  obligations  under this Agreement and to consummate the
transactions  contemplated  hereby.  The execution,  delivery and performance of
this  Agreement,   the  consummation  by  CepTor  of  the  transactions   herein
contemplated  and the compliance by CepTor with the terms of this Agreement have
been duly  authorized by all necessary  corporate  action on the part of CepTor,
and when duly executed and delivered by CepTor this Agreement will  constitute a
valid and binding  obligation  of CepTor,  enforceable  in  accordance  with its
terms.

          (ii)  Pubco has the  corporate  power and  authority  to  execute  and
deliver  this  Agreement  and the  Subscription  Agreement  and to  perform  its
obligations  hereunder and  thereunder  and to issue the Units and the Placement
Agent  Warrants and the Common Stock for which the Series A Preferred  Stock may
be converted and the Warrants and the Placement Agent Warrants may be exercised.
This Agreement and the Subscription Agreement have been duly authorized by Pubco
and when executed and delivered by Pubco,  will constitute its valid and binding
obligation and be enforceable against Pubco in accordance with its terms.

          (iii) Neither the execution and delivery nor the  performance  of this
Agreement,  the  Subscription  Agreement,  nor  the  issuance  of the  Series  A
Preferred  Stock or the Warrants or the Placement  Agent  Warrants by Pubco does
not and will not at the closing of the Offering  (the "Closing  Time")  conflict
with Pubco's Certificate of Incorporation,  as amended, or By-laws, or result in
a breach of any terms or  provisions  of, or  constitute  a default  under,  any
material contract, agreement or instrument to which Pubco is a party or by which
Pubco is bound.

          (iv) Neither the  execution and delivery nor the  performance  of this
Agreement  does,  and at the  Closing  Time will  not,  conflict  with  CepTor's
Certificate of Incorporation,  as amended,  or By-laws, or result in a breach of

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any  terms or  provisions  of,  or  constitute  a default  under,  any  material
contract,  agreement or instrument to which CepTor is a party or by which CepTor
is bound.

          (v)   From the date of commencement  of sales until  completion of the
Offering of the Units by the Placement  Agent,  the Memorandum  will contain all
statements  required to be stated therein in accordance with the Securities Act,
will not  contain  an untrue  statement  of a  material  fact or omit to state a
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;  provided,  however,  that no representation or warranty is made
(i) as to the  applicability of Rule 419 under the Securities Act and (ii) as to
any requirement to disclose the identity of Pubco in the Memorandum.

          (vi)  CepTor has prepared the Memorandum, which may be supplemented or
amended from time to time and which contains information  materially accurate as
of the date specified therein, including, without limitation:

                (A) The terms of the Offering;

                (B) a description of the Units, the Series A Preferred Stock,
                    the Warrants and the Common Stock;

                (C) a description of the Reverse Merger;

                (D) a description of the business conducted by CepTor;

                (E) the financial condition of CepTor;

                (F) past material activities of CepTor;

                (G) commissions  and  compensation  to be paid to the  Placement
                    Agent in connection with the Offering;

                (H) disclosure  of  material  contracts,   agreements  or  other
                    business  arrangements,  which  affect or are related to the
                    business conducted by CepTor and to be conducted by CepTor;

                (I) information  regarding  CepTor,  its  management,   material
                    obligations, liabilities, any pending or threatened lawsuits
                    or proceedings,  and recent material  adverse changes in its
                    financial condition;

                (J) any  appropriate  legends  and  such  other  information  or
                    material as the Placement Agent may reasonably request to be
                    included therein;

                (K) information  regarding  any  and all of  CepTor's  "employee
                    benefit  plans"  (within the meaning of Section  3(3) of the
                    Employment  Retirement Security Act of 1974, as amended, and
                    any  other   employee   benefit  or  fringe  benefit  plans,
                    arrangements,  practices,  contracts,  policies or programs,

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                    including, without limitation,  employee stock option plans;
                    and

                (L) information  regarding  certain  relationships  and  related
                    transactions   as  would  be  required  under  Item  404  of
                    Regulation S-B under the Securities Exchange Act of 1934, as
                    amended.

          (vii) Each of CepTor and Pubco are, and at the Closing Time will be, a
corporation duly organized, validly existing and in good standing under the laws
of its respective  jurisdiction of incorporation.  Each of CepTor and Pubco has,
and at the Closing Time will have, the power and authority to conduct all of the
activities conducted by it, to own or lease all of the assets owned or leased by
it and to conduct its business as described  in the  Memorandum.  Each of CepTor
and Pubco is, and at the Closing Time will be, duly  licensed or qualified to do
business and in good standing as a foreign  corporation in all  jurisdictions in
which the  nature of the  activities  conducted  by it or the  character  of the
assets  owned or leased by it makes  such  license or  qualification  necessary,
except  where the failure to be so qualified  would not have a material  adverse
effect on CepTor or Pubco,  as the case may be.  Complete and correct  copies of
the charter and the bylaws of each of CepTor and Pubco (including all amendments
thereto)  have  been  delivered  to you,  and no  changes  therein  will be made
subsequent  to the  date  hereof  and  prior  to the  Closing  Time,  except  as
contemplated by the Memorandum and advised to you.

          (viii) CepTor had, at the date or dates indicated in the Memorandum, a
duly  authorized and outstanding  capitalization  as set forth in the Memorandum
under the caption "Capitalization." Immediately prior to the Closing Time, Pubco
will have a duly authorized and outstanding  capitalization  as set forth in the
Memorandum under the caption  "Capitalization" on a pro forma basis after giving
effect to the Reverse Merger.

          (ix)  Subsequent  to the date  hereof and prior to the  Closing  Time,
CepTor will not acquire any of its equity  securities  and will not issue any of
its  securities  other than  pursuant to currently  outstanding  stock  options,
warrants and convertible  securities,  unless such  information is included in a
current supplement to the Memorandum.  Except as set forth herein or referred to
in the Memorandum,  neither CepTor nor Pubco has outstanding, and at the Closing
Time will not have outstanding,  any stock options to purchase, or any rights or
warrants to subscribe for, or any securities or obligations  convertible into or
any contracts or commitments to issue or sell, shares of the Common Stock or any
such warrants, convertible securities or obligations,  except as those described
therein.

          (x)   The  financial  statements  (including  the  schedules and notes
thereto)  of CepTor  included in the  Memorandum  present  fairly the  financial
position of CepTor as of the dates  thereof,  and the results of operations  and
changes in financial position of CepTor for the periods indicated therein are in
conformity with generally accepted accounting principles applied on a consistent
basis throughout the periods involved.

          (xi)  Except  to the  extent  reflected  or  reserved  against  in the
financial  statements  of CepTor  included in the  Memorandum,  or as  otherwise
described  in the  Memorandum,  CepTor has had no material  liabilities,  debts,
obligations or claims asserted against it, whether accrued, absolute, contingent

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or otherwise,  and whether due or to become due, including,  without limitation,
liabilities on account of taxes, other governmental  charges or lawsuits brought
subsequent to such date.  Except to the extent  reflected or reserved against in
the most recently  filed  financial  statements of Pubco in its Annual Report on
Form 10-KSB, or as otherwise described in the Memorandum,  Pubco has no material
liabilities,  debts, obligations or claims asserted against it, whether accrued,
absolute,  contingent or otherwise, and whether due or to become due, including,
without limitation,  liabilities on account of taxes, other governmental charges
or lawsuits brought subsequent to such date.

          (xii) Subsequent to the  respective  dates as of which  information is
set forth in the Memorandum  and prior to the Closing Time,  except as set forth
in the  Memorandum,  (i) CepTor has not incurred and will not have  incurred any
material liabilities or obligations,  direct or contingent,  and has not entered
into any material transactions other than as contemplated in the Memorandum, and
will not enter into any material  transaction  without  disclosing such material
transaction to the Placement  Agent,  (ii) CepTor has not and will not have paid
or declared any cash dividends or other  distribution on its capital stock,  and
(iii)  there  has  not  been  any  material  adverse  change  in  the  business,
properties,  financial condition,  results of operations or prospects of CepTor,
or in the  book  value  of  the  assets  of  CepTor,  arising  from  any  reason
whatsoever.

          (xiii) Except as set forth in the Memorandum, neither CepTor nor Pubco
has, and at the Closing Time  neither  CepTor nor Pubco will have,  any material
contingent obligations.

          (xiv) Neither  CepTor  nor  Pubco  has  any  subsidiaries,  except  as
disclosed  in the  Memorandum,  nor does either have any equity  interest in any
partnership,  joint venture, association or other entity, except as disclosed in
the Memorandum.

          (xv)  Except as set  forth in the  Memorandum,  there are no  material
actions, suits or proceedings pending, or to the knowledge of CepTor threatened,
against or affecting CepTor or Pubco or their respective  businesses,  financial
condition, results of operations or material properties before or by any federal
or state court,  commission,  regulatory  body,  administrative  agency or other
governmental body, domestic or foreign,  wherein an unfavorable ruling, decision
or finding would  materially and adversely  affect (i) CepTor or its businesses,
financial  condition,  results of operations or material  properties  taken as a
whole,  or (ii) the ability of CepTor or Pubco to  consummate  the  transactions
contemplated by this Agreement.

          (xvi) Neither  CepTor  nor Pubco is in  violation  of its  charter  or
bylaws.  Neither the execution and delivery of this Agreement,  nor the issuance
and sale of the Units sold in the Offering,  nor the  consummation of any of the
transactions contemplated herein, nor the compliance by CepTor or Pubco with the
terms and  provisions  hereof has  conflicted  with or will conflict with or has
resulted in or will result in a breach of, any of the terms and  provisions  of,
or has  constituted or will  constitute a default  under,  or has resulted in or
will result in the creation or  imposition  of any lien,  charge or  encumbrance
upon any  property  or assets of  CepTor or Pubco  pursuant  to the terms of any
indenture,  mortgage, deed of trust, note, loan or credit agreement or any other
agreement or  instrument  to which CepTor or Pubco is a party or by which CepTor
or Pubco  may be bound or to which  any of the  property  or assets of CepTor or
Pubco is subject; nor will such action result in any violation of the provisions
of the charter or the bylaws of CepTor or Pubco or any statute,  order,  rule or

                                       6


regulation  applicable  to  CepTor  or Pubco or of any  federal,  state or other
judicial, administrative or regulatory authority or other government body having
jurisdiction over CepTor or Pubco.

          (xvii) The  shares of Series A  Preferred  Stock,  the  Warrants,  the
Placement Agent Warrants and the shares of Common Stock  underlying the Series A
Preferred  stock,  the Warrants and the Placement Agent Warrants  referred to in
the  Memorandum  will,  upon  issuance,  assuming the payment of the  applicable
purchase  or  exercise  price  therefor,  be  validly  issued,  fully  paid  and
non-assessable. The Series A Preferred Stock and the Common Stock underlying the
Series A Preferred Stock, the Warrants and the Placement Agent Warrants will not
be subject to the preemptive  rights of any security holder.  As of the Closing,
the  issuance  and sale of each of the  securities  comprising  the  Units,  the
Placement Agent Warrants and the Common Stock  underlying the Series A Preferred
Stock,  the Warrants and the  Placement  Agent  Warrants will have been duly and
validly authorized by all required corporate action and otherwise.

          (xviii) All issued and outstanding securities of CepTor have been duly
authorized and validly issued and the outstanding Common Stock is fully paid and
non-assessable;  and none of such  securities  were issued in  violation  of the
pre-emptive rights of any holders of any security of CepTor.

          (xix) CepTor  has good and  marketable  title  to all  properties  and
assets  free and clear of all  liens,  charges,  encumbrances  or  restrictions,
except such liens, charges,  encumbrances or restrictions as are not material to
the business of CepTor or as are set forth in the  Memorandum.  CepTor has valid
and enforceable leases or licenses for the material  properties as used by it in
the operation of its business. All rentals, royalties or other payments accruing
under any such  licenses  or leases  which  became due prior to the date of this
Agreement  have been duly paid,  and  neither  CepTor nor any other  party is in
material  default  thereunder,  and, to the  knowledge  of CepTor,  no event has
occurred  which,  with the lapse of time or the giving of notice,  or both would
constitute a material default thereunder.

          (xx)  All taxes  which are due from CepTor and Pubco have been paid in
full (or adequate accruals for the payment thereof have been provided for in its
accounting  records).  Each of CepTor  and/or  Xechem  International  Inc.,  its
parent, and Pubco has filed all federal,  state, municipal and local tax returns
relating to CepTor or Pubco,  as the case may be,  (whether  relating to income,
sales,  franchise,  withholding,  real or  personal  property  or other types of
taxes)  required to be filed under the laws of the United States and  applicable
states or has duly  obtained  extensions of time for the filing  thereof.  As to
CepTor, the provisions for income taxes payable,  if any, shown on the financial
statements contained in the Memorandum are sufficient for all accrued and unpaid
foreign and domestic taxes, whether or not disputed,  and for all periods to and
including the dates of such financial  statements.  As to Pubco,  the provisions
for income taxes payable, if any, shown on the financial statements contained in
Pubco's  most  recently  filed form  10-KSB are  sufficient  for all accrued and
unpaid foreign and domestic taxes, whether or not disputed,  and for all periods
to and including the dates of such financial statements. Each of the tax returns
heretofore  filed by each of CepTor and Pubco correctly and accurately  reflects
the amount of CepTor's and Pubco's respective tax liability thereunder.  Each of
CepTor and Pubco has withheld, collected and paid all other levies, assessments,
license fees and taxes to the extent required and, with respect to payments,  to
the extent that the same have become due and payable.  Neither  CepTor nor Pubco
has  executed  or filed with any taxing  authority,  foreign  or  domestic,  any

                                       6


agreement  extending the period for assessment or collection of any income taxes
nor is either a party to any  pending  action or  proceeding  by any  foreign or
domestic  governmental  agency for  assessment or  collection  of taxes;  and no
claims for  assessment or collection of taxes have been asserted  against CepTor
or Pubco.

          (xxi) Except as set forth in the Memorandum,  neither CepTor nor Pubco
has (i) issued any securities or incurred any liability or obligation, direct or
contingent,  for borrowed money,  or entered into any transaction  other than in
the ordinary  course of  business,  and which is not required to be disclosed in
the  Memorandum,  nor (ii)  declared  or paid  any  dividend  or made any  other
distribution on or in respect to its capital stock.

          (xxii) Neither  CepTor nor Pubco has any financial  obligations of any
kind coming due before December 31, 2004, that will negatively impact the rights
of the investors in the Offering  other than the 10% Notes and Bridge Loans,  as
such terms are defined in the Memorandum.

          (xxiii)Except  for the filing of (A) Form D under the Securities  Act,
(B) the  filing  with  the  Secretary  of State of the  State  of  Florida  of a
Certificate of Designations  setting forth the rights preferences and privileges
of the Series A Preferred  Stock,  and (C) other than as may be  required  under
applicable  state  securities  or Blue Sky  laws,  no  authorization,  approval,
consent, order,  registration,  certification,  license or permit (collectively,
"Permits")  of any court or  governmental  agency or body,  is required  for the
valid authorization,  issuance,  sale and delivery of the Units or the Placement
Agent  Warrants,  subject to  compliance  by  Placement  Agent with  regulations
regarding an offering to  accredited  investors  under  Regulation D promulgated
under the Securities Act.

          (xxiv) Each contract or other instrument to which CepTor is a party or
by which its  properties or business is or may be bound or affected and to which
reference is made in the Memorandum has been duly and validly executed by CepTor
and  assuming  that such  contracts  or other  instruments  have  been  properly
executed  by the  parties  other than  CepTor is in full force and effect in all
material  respects and is enforceable  against the parties thereto in accordance
with its terms,  and none of such contracts or instruments  has been assigned by
CepTor and except as described in the  Memorandum,  neither CepTor nor any other
party is in default  thereunder and no event has occurred which,  with the lapse
of time or the giving of notice, or both, would constitute a default thereunder.
None of the material  provisions of such contracts or  instruments  violates any
existing  applicable  law, rule,  regulation,  judgment,  order or decree of any
governmental  agency or court having  jurisdiction  over CepTor or its assets or
business.

          (xxv)  Except  as set  forth  in or  contemplated  by the  Memorandum,
neither  CepTor nor Pubco has any employee  benefit  plans  (including,  without
limitation,  profit sharing and welfare benefit plans) or deferred  compensation
arrangements  that are  subject to the  provisions  of the  Employee  Retirement
Income Security Act of 1974.

          (xxvi) Neither  CepTor nor Pubco has  directly or  indirectly,  at any
time,  (A) made any  contributions  to any candidate for  political  office,  or
failed to disclose fully any such  contribution  in violation of law or (B) made
any payment to any state,  federal or foreign  governmental officer or official,

                                       7


or other person charged with similar public or quasi-public  duties,  other than
payments or contributions required or allowed by applicable law.

          (xxvii) Assuming the  representations  and warranties of the Placement
Agent  contained  herein and of the  purchasers  contained  in the  Subscription
Documents  are true and  correct,  the offer and sale of the Units by CepTor has
satisfied and at the Closing Time will have satisfied all of the requirements of
Regulation D and CepTor is not  disqualified  from the exemption  under Rule 505
contained in Regulation D by virtue of the  disqualifications  contained in Rule
505(b)(2)(iii),   or  the  exemption  under   Regulation  D  by  virtue  of  the
disqualification  contained in Rule 507. The  Memorandum  and related  documents
conform in all material  respects with the  requirements  of Section 4(2) of the
Securities Act and Regulation D promulgated thereunder and with the requirements
of all other  published  rules  and  regulations  of the SEC and state  blue sky
securities laws currently in effect relating to "private offerings."

          (xxviii) To the best of its knowledge, CepTor owns or possesses or can
acquire  on  reasonable  terms  adequate  and  enforceable  rights  to  use  all
trademarks,  service marks,  copyrights,  patent rights,  trade secrets or other
confidential  information  currently  used in the  conduct  of its  business  as
described  in the  Memorandum  (the  "Intangibles").  Except as disclosed in the
Memorandum,  to CepTor's knowledge,  CepTor is not infringing upon the rights of
others  with  respect  to the  Intangibles  and has not  received  any notice of
conflict  with the  asserted  rights of others with  respect to the  Intangibles
which could,  singly or in the aggregate,  materially  adversely affect CepTor's
business,  financial condition,  results of operations or prospects,  and CepTor
does not know of any basis therefore.  To CepTor's knowledge, no other party has
infringed upon the Intangibles.

          (xxix) CepTor has adequately  insured its  properties  against loss or
damage by fire or other  casualty  and  maintains  such  other  insurance  as is
usually maintained by companies engaged in the same or similar business.

          (xxx)  Concurrently with or prior to the execution hereof,  CepTor has
provided  the  Placement  Agent  with the  results of UCC lien  searches  in all
jurisdictions in which CepTor has material assets.

     (b)  The Placement Agent represents and warrants to CepTor as follows:

          (i)   The  Placement  Agent is, and at the  Closing  Time,  will be, a
corporation duly organized, validly existing and in good standing under the laws
of its  jurisdiction.  The Placement  Agent is, and at the Closing Time will be,
duly licensed and qualified in good  standing as a  broker-dealer  authorized to
conduct private  placements  under all applicable  laws,  rules and regulations,
including without  limitation the rules and regulations of the SEC, the National
Association  of  Securities  Dealers,  Inc.,  and  those  states  in which it is
required to be so registered in order to carry out the Offering  contemplated by
the Memorandum.

          (ii)  This Agreement has been duly authorized,  executed and delivered
by the Placement Agent and is a valid and binding agreement on its part. Neither
the execution and delivery of this Agreement, nor the consummation of any of the

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transactions contemplated herein, nor the compliance by the Placement Agent with
the terms and provisions hereof has conflicted with or will conflict with or has
resulted in or will result in a breach of, any of the terms and  provisions  of,
or has  constituted or will  constitute a default  under,  or has resulted in or
will result in the creation or  imposition  of any lien,  charge or  encumbrance
upon any property or assets of the Placement  Agent pursuant to the terms of any
indenture,  mortgage, deed of trust, note, loan or credit agreement or any other
agreement or instrument to which the Placement  Agent is a party or by which the
Placement  Agent  may be bound or to which  any of its  properties  or assets is
subject;  nor will such action result in any violation of the  provisions of the
certificate  of  incorporation  or the  bylaws  of the  Placement  Agent  or any
statute,  order, rule or regulation  applicable to the Placement Agent or of any
federal,  state or other  judicial,  administrative  or regulatory  authority or
other government body having jurisdiction over the Placement Agent.

          (iii) The  Placement  Agent shall at all times conduct the Offering in
compliance  with all federal and state  statutes,  laws,  rules and  regulations
applicable to an offering to all accredited  investors  conducted under Rule 506
of Regulation D and Section 4(2) of the Securities Act.

Section  3.  PURCHASE,  SALE  AND  DELIVERY  OF  THE  SHARES;  CLOSING;  ESCROW;
ACCEPTANCE OF SUBSCRIPTIONS

     (a)  On the basis of the representations  and warranties  contained in this
Agreement and subject to the terms and conditions  herein set forth,  CepTor and
Pubco hereby  appoint the Placement  Agent as its  exclusive  agent to offer and
sell  to  "accredited  investors,"  as  such  term is  defined  in  Rule  501 of
Regulation D, as promulgated  under the Securities Act, the Units for a purchase
price of $25,000 per Unit or such other price as the Placement  Agent and CepTor
may agree in writing.  The Placement  Agent hereby accepts such  appointment and
agrees to use its  commercially  reasonable  best efforts as agent for CepTor to
sell the Units.  No sale of Units will be consummated  unless the gross proceeds
from the sale of the  Units by the  Placement  Agreement  shall be an  amount of
$2,500,000 or more. The Placement  Agent hereby agrees,  subject to the terms of
this  Agreement,  to use its  commercially  reasonable  best efforts to sell the
Units pursuant to the terms set forth in the Memorandum.

     (b)  The Parties hereto shall enter into an escrow agreement at or prior to
the Closing with Corporate  Stock  Transfer,  Inc., as escrow agent (the "Escrow
Agent") and Guaranty Bank & Trust, as escrow bank (the "Escrow  Bank"),  or such
other escrow  agent as may be mutually  agreed upon by the parties  hereto.  The
escrow agreement will provide for the direct  disbursement of all fees and funds
held by the Escrow Agent.

     (c)  Each of  CepTor  and the  Placement  Agent,  in its sole and  absolute
discretion,  may choose to accept or reject  any  subscription  for  Units,  and
neither may require a closing to occur with respect to any subscription  that is
rejected by Placement Agent or CepTor, as the case may be.

                                       9


Section 4.  PLACEMENT AGENT COMPENSATION; EXPENSES

     (a)  PLACEMENT FEE

     As compensation  for the services to be rendered by the Placement Agent, in
connection with the sale of Units in the Offering,  CepTor, upon each closing of
the Offering,  shall pay to the  Placement  Agent a placement fee equal to eight
percent (8%) of the gross proceeds derived from the sale of the Units subscribed
for, in cash,  whether the sale was  directly  the result of  Placement  Agent's
efforts or indirectly  through the efforts of any other party legally  permitted
to effect the sale  (including,  but not  limited  to,  NASD  Members as selling
agents, which the Placement Agent may permit to participate in the Offering). In
the event that CepTor  sells  Units in excess of the  maximum  offering of Units
stated in the  Memorandum  (the  "Over-subscription"),  then CepTor shall pay an
additional  placement fee to the Placement  Agent equal to eight percent (8%) of
the gross  proceeds of the Units  subscribed for in such  Over-subscription,  in
cash.  The placement  fees are to be deducted by the Escrow Agent from the funds
received in the Escrow Account at the Closing.  In addition,  CepTor shall, upon
each  closing of the  Offering  (including  the  Over-subscription),  pay to the
Placement  Agent,  in cash, a  non-accountable  expenses  allowance equal to two
percent (2%) of the gross  proceeds  derived  from the sale of Units  subscribed
for.

     (b) OUT-OF-POCKET EXPENSES

     The parties hereto agree that if CepTor terminates the Offering (other than
in the  case  of a  material  breach  of this  agreement  by  Brookshire)  or if
Placement  Agent  terminates this Agreement in the event of a material breach of
this Agreement by CepTor, that all reasonable documented  out-of-pocket expenses
of Placement  Agent with respect to the  Offering,  including but not limited to
the  reasonable  fees and expenses of counsel to the Placement  Agent,  shall be
paid by CepTor promptly, and in any event not later than five (5) days following
the date of any such termination. Placement Agent's out of pocket expenses shall
otherwise be the  responsibility  of the Placement  Agent to be satisfied out of
the non-accountable expense allowance of Placement Agent.

     (c) EQUITY COMPENSATION

     At the Closing, in connection with the sale by CepTor of the minimum number
of Units offered in the  Offering,  the  Placement  Agent shall  receive  equity
compensation  in the form of  150,000  shares  of  Common  Stock  and  five-year
warrants to  purchase,  at an exercise  price of $1.25 per share,  the number of
shares  of Common  Stock  equal to 10% of the  number of shares of Common  Stock
underlying  the shares of Series A  Preferred  Stock sold in the  Offering  (the
"Placement  Agent  Warrants").  In the  event  that  CepTor  sells  Units  in an
Over-subscription,  then  at  the  Closing,  CepTor,  upon  the  closing  of the
Offering, shall issue to the Placement Agent additional Placement Agent Warrants
to purchase, at an exercise price of $1.25 per share, 10% of the total number of
shares of Common  Stock  underlying  the  Series A  Preferred  Stock sold in the
Over-subscription.

Section 5.  OFFERING DOCUMENTS

     CepTor  will  deliver to you,  without  charge,  as many copies as you have
reasonably requested of the Memorandum,  including any exhibits attached thereto

                                       10



(the  "Offering  Documents").  All mailing and other  expenses  associated  with
distribution  of the  Offering  Documents  to  any  person,  including,  without
limitation, potential investors, shall be paid by CepTor. If during the offering
period CepTor becomes aware of any event,  as a result of which the  Memorandum,
as then amended or supplemented, would include an untrue statement of a material
fact, or omit to state a material fact necessary in order to make the statements
made in light of the circumstances in which they were made not misleading, or if
it shall be  necessary  to amend or  supplement  the  Memorandum  to comply with
applicable law, CepTor shall forthwith  notify the Placement Agent thereof,  and
furnish  to the  Placement  Agent  in  such  quantities  as  may  be  reasonably
requested,  an amendment or amended and  supplemented  Memorandum which corrects
such  statements or omissions or causes the Memorandum to comply with applicable
law. Prior to the Closing or earlier  termination of the Offering,  no copies of
the  Memorandum or any exhibit  thereto,  or any material  prepared by CepTor in
connection with the Offering will be given without the prior written  permission
of the Placement Agent, by CepTor or its counsel or by any principal or agent of
CepTor to any person not a party to this Agreement,  unless (i) such person is a
director or principal  shareholder  of, counsel to,  accountant for, or directly
employed by,  CepTor,  or Xechem or is named in the Memorandum or is 10% Note or
Bridge Loan holder (ii) such  delivery is made to a state or federal  regulatory
agency in connection with a specific legal requirement of the Offering, or (iii)
such delivery is required  pursuant to the order of a court,  a state or federal
regulatory agency or applicable law. CepTor may provide copies of the Memorandum
as a  disclosure  document  to any  debtholder  in  connection  with an offer to
exchange CepTor debt to Xechem.

Section 6.  COVENANTS

     (a) CepTor,  together  with Pubco on a combined  basis with CepTor upon the
closing of the Reverse  Merger and the  Offering,  covenants and agrees with the
Placement Agent as follows:

          (i) Pubco  shall file on or before the date which is 60 days after the
Closing Time one or more registration  statements which will cover the shares of
Common  Stock (A) issued in the  Reverse  Merger,  (B)  underlying  the Series A
Preferred  Stock and  Warrants  sold in the  Offering,  and (C)  underlying  the
Placement  Agent  Warrants,  for resale with the SEC and under the securities or
"Blue Sky" laws of such jurisdictions as is required.  In addition,  Pubco shall
file such  amendments  and furnish such  information as may be required for such
purpose  and to  comply  with  such  laws  so as to  continue  to  maintain  the
effectiveness  of the resale  registration  statement  from the  effective  date
thereof  through and until the date which is 12 months  after the Closing  Time.
Confirmation  of these actions  being taken will be provided to Placement  Agent
with  copies  of all  documents  relating  thereto.  In  the  event  the  resale
registration  statement  is not filed with the SEC on or prior to the date which
is 180 days after the Closing  Time,  the total number of shares of Common Stock
underlying  the  Series  A  Preferred  Stock  sold as part of the  Units  in the
Offering and to be covered by the  registration  statement  for each investor in
the  Offering  and  their  permitted  transferees,   successors,   executors  or
administrators  (each such party, a "Holder") shall be increased by 2% per month
for each month (or portion  thereof) that the  registration  statement is not so
filed.  Pubco  shall use its best  efforts  to  respond  to any  Securities  and
Exchange  Commission  (the "SEC") comments to the  registration  statement on or
prior to the date  which is 15  business  days from the date such  comments  are
received,  but in any event not later than 20  business  days from the date such
comments are received. In the event that Pubco fails to respond to such comments
within 20 business days,  the total number of shares of Common Stock  underlying

                                       11


the Series A Preferred Stock sold as part of the Units in the Offering and to be
covered by the  registration  statement for each Holder shall be increased by 2%
per month for each month (or portion thereof) that a response to the comments to
the  registration  statement has not been submitted to the SEC.  Notwithstanding
anything  contained  in this Section  6(a)(ii) to the  contrary,  the  aggregate
increases in shares of Common  Stock to be issued to investors  pursuant to this
paragraph  shall not exceed 12%.  CepTor shall use its best efforts to have such
resale registration  statement declared effective by the SEC as soon as possible
after the initial filing date.

          (ii) CepTor and Pubco will apply the net proceeds from the Offering in
the manner set forth under the heading "USE OF PROCEEDS" in the Memorandum.

          (iii)  CepTor  and Pubco will apply  three  percent  (3%) of the gross
proceeds of the  Offering to initiate a capital  markets  program,  which amount
shall be held in a segregated bank account  requiring the signature of Placement
Agent and CepTor for all withdrawals.

          (iv) CepTor shall, upon the closing of the Offering and until the next
annual meeting of shareholders,  cause a designee of Placement Agent to serve on
the board of directors  of CepTor and on the audit  committee  and  compensation
committee of the Board of Directors.

          (v) At least  three  (3) days  prior  to the  date of  closing  of the
Merger, CepTor and Pubco shall prepare and deliver to you and to each subscriber
via overnight courier, email or facsimile, a draft copy of the Current Report on
Form 8-K (the  "Draft  Form 8-K")  proposed  to be filed by Pubco,  which  shall
describe  the  terms  and  conditions  of the  Merger,  in  accordance  with the
requirements  of the  Securities  Exchange  Act of 1934 and the  Accounting  and
Financial Reporting  Interpretations and Guidance issued by the accounting staff
members of the  Division of  Corporate  Finance of the  Securities  and Exchange
Commission   on   March   31,   2001,   as  the   same   relates   to   "Reverse
Acquisitions-Reporting  Issues."  CepTor and Pubco shall include with such Draft
Form 8-K a transmittal  letter to each subscriber  which states the Closing Time
and informs each  subscriber  that,  if after  reviewing  the Draft Form 8-K and
conducting  any due  diligence  concerning  Pubco,  they wish to  rescind  their
subscription to purchase Units and have their  subscription  proceeds  returned,
they may do so at any time up to the Closing Time by so notifying  CepTor or the
Placement Agent in writing. Such transmittal letter shall include a reference to
the SEC's website as a source for information regarding Pubco.

          (vi)  Neither  CepTor nor Pubco shall (A) release any  stockholder  of
Pubco from the  provisions of any agreement of such  stockholder  with CepTor or
Pubco to refrain from selling shares of stock owned by such stockholder (a "Lock
Up Agreement"),  (B) accelerate the date on which such  stockholder  will become
eligible  to sell shares of stock  (except  upon the  initiation  of a Phase III
clinical trial of CepTor's  "Myodor"  technology for muscular  dystrophy) or (C)
waive compliance with the provisions of any Lock Up Agreement, without the prior
written consent of the Placement Agent.

                                       12


     (b)  The Placement Agent covenants and agrees with CepTor as follows:

          (i)  Pursuant to its  appointment  hereunder,  insofar as is under its
control,  the Placement Agent will use its commercially  reasonable best efforts
to conduct the Offering in the manner prescribed by Rule 506 of Regulation D and
in this regard will:

               (A)  Refrain  from  making  any oral or  written  representations
                    beyond those contained in the Memorandum;

               (B)  Refrain from  offering,  offering for sale or selling any of
                    the Units by means of any form of  general  solicitation  or
                    general  advertising  within the  meaning of Rule  502(c) of
                    Regulation D, including:

                    (x)  Any   advertisement,    article,    notice   or   other
                         communication  mentioning  the Units  published  in any
                         newspaper, magazine or similar medium or broadcast over
                         television or radio; or

                    (y)  Any  seminar  or  meeting  whose  attendees  have  been
                         invited  by  any   general   solicitation   or  general
                         advertising;

               (C)  Prior  to the  sale  of any of the  Units,  have  reasonable
                    grounds  to  believe  based  solely  on  each   subscriber's
                    Offering  Documents  that each  subscriber  is an accredited
                    investor within the meaning of Rule 501(a) of Regulation D;

               (D)  Based solely on the  representation of the subscriber in its
                    Offering  Documents,  have no  reason  to  believe  that the
                    subscriber  is acquiring the Units for other than his or its
                    own account;

               (E)  Provide each offeree  with a copy of the  Memorandum  during
                    the course of the Offering;

               (F)  During the course of the  Offering,  if it has been provided
                    with a supplement or amendment to the  Memorandum,  promptly
                    distribute  such  supplement  or  amendment  to persons  who
                    previously  received  a copy of the  Memorandum  from it and
                    whom it believes  continue to be interested in the Offering,
                    and include such  supplement or amendment in all  deliveries
                    of the Memorandum  made after receipt of any such supplement
                    or amendment;

               (G)  Obtain a completed investor questionnaire from each accepted
                    subscriber; and

               (H)  Comply in all  material  respects  with the Trading with the
                    Enemy Act and applicable foreign assets control  regulations
                    of the United States Treasury Department and the Patriot Act
                    of 2001.

                                       13


          (ii) Upon receipt of each Subscription Agreement and any funds paid by
subscribers for Units,  the Placement  Agent will promptly  deliver the original
copy of the  Subscription  Agreement and any accompanying  check,  bank draft or
money order to the Escrow Agent for deposit with the Escrow Bank; except that it
may promptly return all such Offering  Documents and funds to any subscriber who
it  determines,  based solely on a review of the Offering  Documents,  is not an
accredited  investor  within the meaning of Rule 501(a) of Regulation D or whose
check, bank draft or money order  representing  subscription funds is improperly
drawn.

          (iii) The Placement  Agent shall maintain  appropriate  records of the
Offering Documents of each subscriber for a period of at least four years after
  the Termination Date.

          (iv) The placement agent shall not engage in any uncovered short sales
of the stock of the Company.

Section 7.  EXPENSES

     (a)  CepTor,  upon  the  closing  of the  Offering,  will pay and bear all
costs,  fees, taxes and expenses  incident to the performance of the obligations
of CepTor under this Agreement,  including, but not limited to, the expenses and
taxes incident to:

           (i) the  issuance  of the  Series  A  Preferred  Stock  and  Warrants
pursuant  to  the  Offering  Documents  and  the  preparation  and  delivery  of
certificates evidencing the Series A Preferred Stock and Warrants;

           (ii) the  registration or  qualification  for resale of the shares of
Common Stock  underlying the Series A Preferred Stock and Warrants issued in the
Offering  and  pursuant  to the  Reverse  Merger  and  shares  of  Common  Stock
underlying the Placement Agent Warrants under the securities laws of the various
jurisdictions including the fees and disbursements of your counsel in connection
therewith; and

           (iii) all transfer taxes with respect to the sale and delivery of the
Series A Preferred  Stock and Warrants sold  pursuant to the Offering  Documents
and the Placement Agent Warrants.

     (b)  CepTor  will pay and bear all fees and  expenses of counsel for CepTor
and of CepTor's  accountants,  transfer agents and any special agents  appointed
for the transfer of securities and the Escrow Agent.

Section 8.  CONDITIONS OF YOUR OBLIGATIONS

     Your  obligations as Placement Agent are subject (as of the date hereof and
as  of  the  Closing  Time),   to  the  accuracy  of  and  compliance  with  the
representations  and  warranties of CepTor and to the accuracy of the statements
of CepTor  made  pursuant to the  provisions  hereof and to the  performance  by
CepTor  of  its  covenants  and  agreements  hereunder,  and  to  the  following
additional conditions:

     (a)  Since the  respective  dates as of which  information  is given in the
Memorandum:

          (i)  there  shall not have been any  change  in the  capital  stock of
CepTor or any material  change in the long-term debt of CepTor or Pubco,  except
as set forth in or contemplated by the Memorandum;

                                       15


          (ii)  there  shall not have been any  material  adverse  change in the
general  affairs,  management,  financial  position or result of  operations  of
CepTor or Pubco, whether or not arising from transactions in the ordinary course
of business, other than as set forth in or contemplated by the Memorandum;

          (iii) each of CepTor and Pubco shall not have  sustained  any material
interference  with its business or  properties  from fire,  explosion,  flood or
other casualty,  whether or not covered by insurance,  or from any labor dispute
or any court or legislative or other governmental action, order or decree, if in
the judgment of the Placement Agent any such development  referred to in clauses
(i), (ii) or (iii) makes it  impracticable or inadvisable to consummate the sale
and delivery of the Series A Preferred  Stock and the Warrants by the  Placement
Agent; and

          (iv) the spinoff of Xechem shall have been completed  immediately upon
closing  and  documentary  evidence  of such  completion  shall be  provided  to
Placement Agent.

     (b)  Since the  respective  dates as of which  information is given herein,
there shall have been no litigation instituted against CepTor or Pubco and since
such dates there shall be no proceeding  instituted or threatened against CepTor
or Pubco or any of their  respective  officers  or  directors,  before or by any
federal,  state or county court,  commission,  regulatory  body,  administrative
agency or other governmental body,  domestic or foreign,  in which litigation or
proceeding  an  unfavorable  ruling,  decision or finding would  materially  and
adversely  affect the business,  properties,  financial  condition or results of
operations of CepTor or Pubco.

     (c)  Each of the  representations and warranties of CepTor contained herein
shall be true and  correct at the signing of this  Agreement  and at the Closing
Time as if made at the Closing Time,  and all covenants  and  agreements  herein
contained  to be  performed  on the part of  CepTor  and all  conditions  herein
contained to be fulfilled or complied  with by CepTor at or prior to the Closing
Time shall have been duly performed, fulfilled or complied with.

     (d)  At the Closing  Time,  the counsel for CepTor shall  furnish to you an
opinion  in form  and  substance  satisfactory  to you,  dated as of the date of
delivery, to the effect that:

          (i)   CepTor:  (A)  has  been  duly  organized  and is  existing  as a
corporation in good standing under the laws of its jurisdiction of organization;
(B) is duly  qualified  and in good  standing as a foreign  corporation  in each
jurisdiction  in which  the  nature  of the  activities  conducted  by it or the
character  of the  assets  owned or leased by it  requires  such  qualifications
except where failure to be so qualified would not have a material adverse effect
on CepTor;  and (C) has all  requisite  corporate  power and authority to own or
lease its properties and conduct its business as described herein.

          (ii)  To  the  current   actual   knowledge   of  such   counsel,   no
authorization,  approval,  consent or license of any  governmental or regulatory

                                       15


body,   agency  or   instrumentality   is  required  in   connection   with  the
authorization,  issuance,  transfer,  sale or delivery of the Series A Preferred
Stock and Warrants  issued  pursuant to the Memorandum  and the Placement  Agent
Warrants,  except as may be required pursuant to the federal securities laws and
state Blue Sky laws.

          (iii) The outstanding  shares of CepTor's capital stock have been duly
authorized and validly issued, are fully paid and  non-assessable,  and have not
been issued in violation of any pre-emptive  rights. The description of CepTor's
capital stock and debt instruments  contained in the Memorandum  conforms to the
rights set forth in the  charter  and the bylaws of CepTor.  All of the Series A
Preferred  Stock and  Warrants to be issued in the  Offering  and the  Placement
Agent Warrants, including the shares of Common Stock underlying such securities,
will be duly authorized and adequately reserved for issuance at the Closing Time
by appropriate action of the Board of Directors of Ceptor.

          (iv)  CepTor has full corporate power and authority to enter into this
Agreement and the Merger Agreement; this Agreement and the Merger Agreement have
been duly authorized,  executed and delivered by or on behalf of CepTor and each
constitutes a legal,  valid and binding  obligation of CepTor  (except as may be
limited by  applicable  bankruptcy,  insolvency,  reorganization,  moratorium or
other laws now or hereafter in effect relating to or affecting creditors' rights
generally and by general  principles of equity  relating to the  availability of
remedies and except as rights to indemnity  and  contribution  may be limited by
applicable securities laws and the public policy underlying such laws).

          (v)   Such  counsel  has   participated  in  the  preparation  of  the
Memorandum and to such counsel's current actual  knowledge,  the Memorandum does
not contain any untrue statement of a material fact or omitted or omits to state
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements therein not misleading.

          (vi)  The  execution  and delivery of this  Agreement  by CepTor,  the
consummation  by  CepTor  of  the  transactions   herein  contemplated  and  the
compliance with the terms of this Agreement do not and will not conflict with or
result in a breach of any of the terms or provisions of, or constitute a default
under,  the  charter  or  bylaws  of  CepTor,  or to the best of such  counsel's
knowledge,  any indenture,  mortgage or other  agreement or instrument  known to
such  counsel  to  which  CepTor  is a party or by  which  CepTor  or any of its
properties is bound, or any existing law, rule, regulation,  judgment,  order or
decree of any  government,  governmental  body or court,  domestic  or  foreign,
having jurisdiction over CepTor or any of its respective properties.

          (vii) The  execution  and delivery of the Merger  Agreement by CepTor,
the  consummation by CepTor of the  transactions  therein  contemplated  and the
compliance  with the terms of the Merger  Agreement do not and will not conflict
with or result in a breach of any of the terms or provisions of, or constitute a
default under, the charter or bylaws of CepTor.

          (viii) To such counsel's current actual knowledge,  there are no suits
or claims  threatened or pending against CepTor in any court or before or by any
governmental  body which would  materially  affect the business of CepTor or its
financial   condition  except  as  set  forth  herein  or  contemplated  by  the
Memorandum.

                                       16


     (e)  At the Closing Time, the counsel for Pubco shall furnish to CepTor and
Placement  Agent an opinion in form and substance  satisfactory to you, dated as
of the date of delivery, to the effect that:

          (i)   Pubco  and  Acquisition  sub have been  duly  organized  and are
existing as a corporation in good standing under the laws of its jurisdiction of
organization.

          (ii)  The Series A Preferred Stock and Warrants,  including the shares
of Common Stock  underlying the Series A Preferred Stock and Warrants to be sold
in the Offering, when issued, assuming the payment of the applicable purchase or
exercise price therefore will be validly issued and outstanding,  fully paid and
non-assessable and are owned free and clear of any liens, encumbrances, security
interests, claims or other restrictions,  other than as set forth or referred to
in the Memorandum and in the Certificate of  Designations  filed with applicable
state of organization of Pubco.

          (iii) The Common Stock underlying the Series A Preferred Stock and the
Warrants  sold in the Offering and the  Placement  Agent  Warrants  will be duly
authorized and adequately reserved for issuance at the Closing Time.

          (iv)  To  the  current   actual   knowledge   of  such   counsel,   no
authorization,  approval,  consent or license of any  governmental or regulatory
body,   agency  or   instrumentality   is  required  in   connection   with  the
authorization,  issuance,  transfer,  sale or delivery of the Series A Preferred
Stock and Warrants issued pursuant to the Memorandum,  except as may be required
pursuant to the federal securities laws and state Blue Sky laws.

          (v)   The execution and delivery of the Merger Agreement by Pubco, the
consummation by Pubco of the transactions herein contemplated and the compliance
with the terms of the  Merger  Agreement  do not and will not  conflict  with or
result in a breach of any of the terms or provisions of, or constitute a default
under, the charter or bylaws of Pubco.

          (vi)  To such counsel's current actual  knowledge,  there are no suits
or claims  threatened or pending  against Pubco in any court or before or by any
governmental  body which would  materially  affect the  business of Pubco or its
financial condition, except as disclosed in the Memorandum. Pubco is not subject
to any judgments which have not been satisfied.

          (vii) To such counsel's actual  knowledge,  except as disclosed in the
Memorandum  and in the annual and  periodic  reports  filed with the SEC on Form
10-KB and Form 10-QSB,  respectively,  Pubco has no material  obligations and is
not subject to any indenture, mortgage or other agreement or instrument to which
Pubco is a party or by which Pubco or any of its properties is bound.

          (viii) To such counsel's current actual knowledge,  Pubco's annual and
periodic  reports  filed with the SEC do not contain any untrue  statement  of a
material  fact or omitted or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading.

                                       17


          (ix) The  registration  and sale of the shares  common  stock of Pubco
pursuant  to  the  Pubco's  registration  on  form  SB-2,   Registration  Number
333-105793  is not subject to the  provisions  of Rule 419 under the  Securities
Act.

Section 9.  INDEMNIFICATION AND CONTRIBUTION

     (a)  CepTor agrees to indemnify and hold harmless the Placement  Agent, and
its directors, officers and employees and Placement Agent's, legal counsel, each
person,  if any,  who  controls  the  Placement  Agent within the meaning of the
Securities  Act or the Exchange Act, and each and all of them,  from and against
any and all losses,  claims,  damages,  liabilities or actions, joint or several
(including any investigation,  negotiation, legal and other expenses incurred in
connection  with,  and any amount paid in  settlement  of, any  action,  suit or
proceeding  or any  claim  asserted),  to which  they or any of them may  become
subject under the  Securities  Act, or other  federal or state  statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, damages,
liabilities or actions arise out of, or are based upon, any untrue  statement or
alleged untrue statement of a material fact contained in the Memorandum,  or the
omission or alleged  omission to state  therein a material  fact  required to be
stated  therein or necessary  to make the  statements  therein,  in light of the
circumstances  under which they were made, not misleading,  EXCEPT to the extent
any  losses,  claims,  damages,  liabilities  or  actions  arise out of any such
statement or omission relating to any information  furnished in writing by or on
behalf  of the  Placement  Agent  or  Pubco to  CepTor  specifically  for use in
connection with the preparation of the Memorandum or contained in the public SEC
filings of Pubco, or the omission of any statement or information as a result of
the failure of the Placement Agent to provide any such information.

     (b)  The Placement Agent agrees to indemnify and hold harmless CepTor,  and
each of its directors and officers and each person,  if any, who controls CepTor
within the  meaning of Section  15 of the  Securities  Act,  and each and all of
them,  from and against  any and all losses,  claims,  damages,  liabilities  or
actions,  (including any  investigation,  negotiation,  legal and other expenses
incurred in connection  with,  and any amount paid in settlement of, any action,
suit or  proceeding  or any claim  asserted),  to which  they or any of them may
become subject under the Securities Act, or other federal or state statutory law
or  regulation,  at common law or  otherwise,  insofar as such  losses,  claims,
damages,  liabilities or actions arise out of or are based upon any statement in
the Memorandum, in reliance upon and in conformity with information furnished in
writing to CepTor by or on behalf of the Placement Agent specifically for use in
connection  with  the  preparation  of the  Memorandum.  In no event  shall  the
indemnification  and contribution  obligations of Placement Agreement exceed the
fees that Placement Agent has actually received pursuant to this Agreement.

     (c)  Any party which proposes to assert the right to be  indemnified  under
this Section 9 will,  promptly  after receipt of notice of  commencement  of any
action,  suit or proceeding against such party in respect of which a claim is to
be made  against an  indemnifying  party under this  Section 9, notify each such
indemnifying  party of the  commencement  of such  action,  suit or  proceeding,
enclosing  a copy of all  papers  served,  but the  omission  so to notify  such
indemnifying  party of any such action,  suit or proceeding shall not relieve it
from any liability  which it may have to any  indemnified  party  otherwise than
under  this  Section 9. In case any such  action,  suit or  proceeding  shall be
brought against any indemnified party and it shall notify the indemnifying party
of the  commencement  thereof,  the  indemnifying  party  shall be  entitled  to
participate  in and,  to the  extent  that  is  shall  wish,  jointly  with  any
indemnifying  party  similarly  notified,  to assume the defense  thereof,  with


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counsel  satisfactory  to such  indemnified  party,  and after  notice  from the
indemnifying  party to such  indemnified  party of its election so to assume the
defense thereof the  indemnifying  party shall not be liable to such indemnified
party  for  any  legal  or  other  expenses,  other  than  reasonable  costs  of
investigation subsequently incurred by such indemnified party in connection with
the defense  thereof.  The indemnified  party shall have the right to employ its
own counsel in any such action,  but the fees and expenses of such counsel shall
be at the expense of such indemnified party unless:

          (i)   the  employment  of counsel by such  indemnified  party has been
authorized by the indemnifying parties;

          (ii)  the indemnified party shall have reasonably concluded that there
may  be a  conflict  of  interest  between  the  indemnifying  parties  and  the
indemnified  party in the  conduct of the  defense of such action (in which case
the indemnifying  parties shall not have the right to direct the defense of such
action on behalf of the indemnified party); or

          (iii) the indemnifying parties shall not in fact have employed counsel
to  assume  the  defense  of such  action,  in each of which  cases the fees and
expenses of counsel  shall be at the  expense of the  indemnifying  parties.  An
indemnifying  party  shall not be liable  for any  settlement  of any  action or
claims effected without its written consent.

     (d)  If the  indemnification  provided for in this Section 9 is unavailable
to any indemnified party in respect to any losses, claims, damages,  liabilities
or  expenses  referred  to  therein,  then the  indemnifying  party,  in lieu of
indemnifying  such  indemnified  party,  will  contribute  to the amount paid or
payable by such indemnified party, as a result of such losses, claims,  damages,
liabilities or expenses (i) in such  proportion as is appropriate to reflect the
relative benefits received by CepTor on the one hand, and the Placement Agent on
the other hand, from the Offering,  or (ii) if the allocation provided by clause
(i)  above  is not  permitted  by  applicable  law,  in  such  proportion  as is
appropriate to reflect not only the relative  benefits referred to in clause (i)
above  but also  the  relative  fault  of  CepTor  on the one  hand,  and of the
Placement  Agent  on the  other  hand,  in  connection  with the  statements  or
omissions  which  resulted  in such  losses,  claims,  damages,  liabilities  or
expenses as well as any other relevant  equitable  considerations.  The relative
benefits  received  by CepTor on the one hand,  and the  Placement  Agent on the
other hand,  shall be deemed to be in the same  proportion as the total proceeds
from the Offering  (net of sales  commissions,  but before  deducting  expenses)
received by CepTor bear to the commissions  received by the Placement Agent. The
relative fault of CepTor on the one hand,  and the Placement  Agent on the other
hand,  will be determined  with  reference  to, among other things,  whether the
untrue or alleged untrue statement of a material fact or the omission to state a
material  fact relates to  information  supplied by CepTor,  and their  relative
intent,  knowledge,  access to information and opportunity to correct or prevent
such  statement  or omission.  The amount  payable by a party as a result of the
losses,  claims,  damages,  liabilities  or  expenses  referred to above will be
deemed to include  any legal or other fees or  expenses  reasonably  incurred by
such party in connection with investigating or defending any action or claim.

     (e)  CepTor  and the  Placement  Agent  agree that it would not be just and
equitable if contribution pursuant to this Section 9 were determined by pro rata


                                       19


allocation or by any other method of allocation which does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 9, no person guilty of fraudulent
misrepresentation  (within the meaning of Section 11 (f) of the Securities  Act)
shall be  entitled  to  contribution  from any person who was not guilty of such
fraudulent misrepresentation.

     (f)  The  rights  to  indemnification  and  contribution   hereunder  shall
terminate on the second year anniversary of the Closing Date.

Section 10. CONFIDENTIAL INFORMATION.

     Placement  Agent  acknowledges  and agrees  that it will have access to, or
become acquainted with, Confidential Information of CepTor in the performance of
its  duties  and  obligations   hereunder.   For  purposes  of  this  Agreement,
"Confidential  Information" shall mean all confidential,  proprietary,  or trade
secret  information,  property,  or  material  of  CepTor  and any  derivatives,
portions,  or  copies  thereof,  including,   without  limitation,   information
resulting  from or in any way  related to (i) the  Offering;  (ii) the  business
practices,  plans,  intellectual property,  proprietary  information,  formulae,
methods, practices, designs, know how, processes and procedures,  software, test
results,  financial  information,   sales,  customers,   employees,   suppliers,
contracts,   agreements  or  relationships  of  CepTor;   and  (iii)  any  other
information  or material  that CepTor  designates as  Confidential  Information.
Placement Agent shall keep all Confidential Information in strict confidence and
shall not,  at any time  during or for five (5) years  after the  expiration  or
earlier  termination of this Agreement,  without CepTor's prior written consent,
disclose,  publish,  disseminate  or  otherwise  make  available,   directly  or
indirectly,  any item of  Confidential  Information to anyone.  Placement  Agent
shall use the  Confidential  Information only in connection with the performance
of the Offering and for no other purpose.  Notwithstanding  the  obligations set
forth above, Placement Agent may disclose Confidential Information to any of its
employees,  consultants or  subcontractors  who need to receive the Confidential
Information in connection with the Offering, provided that Placement Agent shall
ensure  that,   prior  to  disclosing   the   Confidential   Information,   each
subcontractor, consultant or employee to whom the Confidential Information is to
be disclosed is made aware of the  obligations  contained in this  Agreement and
agrees to undertake,  in a manner legally  enforceable  by CepTor,  to adhere to
such  terms  of this  Agreement  as if it were a party  to it.  Placement  Agent
recognizes  that its  threatened  breach or breach of this Section 10 will cause
irreparable harm to CepTor that is inadequately compensable in damages and that,
in addition to other remedies that may be available at law or equity,  CepTor is
entitled to  injunctive  relief for such a threatened  or actual  breach of this
Section  10.  Notwithstanding  the  above,  Placement  Agent  shall not have any
obligations  of  confidentiality  with  respect to any  portion of  Confidential
Information  which (i) was  previously  known to the  Placement  Agent  prior to
receipt from the  disclosing  party,  (ii) is now public  knowledge,  or becomes
public  knowledge  in the future,  other than  through  acts or omissions of the
Placement  Agent in violation of this Section 10, or (iii) is lawfully  obtained
by the Placement Agent from sources independent of the disclosing party who have
a lawful right to disclose such  Confidential  Information.  The Placement Agent
may  disclose  Confidential   Information  to  the  extent  such  disclosure  is
reasonably  necessary in complying with applicable  governmental  laws, rules or
regulations or court orders.



                                       20


Section 11. TERMINATION

     (a)  The Offering will  terminate on or before  November 30, 2004,  unless
extended by CepTor and the Placement Agent, in their sole discretion,  by mutual
agreement for up to 180 days,  without  notice to prospective  subscribers  (any
such date upon which the Offering  terminates  or any date referred to herein as
the "Termination Date").

     (b)  Either Party may terminate  this Agreement in the event of a material
breach hereof by the other party.

     (c)  Upon termination of this Agreement,  all  subscription  documents and
payments for the Units to be sold in the Offering  not  previously  delivered to
the  purchasers  thereof  shall be returned to  respective  subscribers  without
interest  thereon or deduction  therefrom  and neither  party to this  Agreement
shall have any continuing obligation to the other;  PROVIDED,  HOWEVER, that the
Placement Agent will continue to be subject to the confidentiality provisions of
Section 10 above.

Section 12. MISCELLANEOUS.

     (a)  No change,  amendment or supplement  to, or waiver of, this Agreement
or any term,  provision or condition contained herein,  shall be valid or of any
effect unless in writing and signed by the party against whom such is asserted.

     (b)  This Agreement  shall be governed by and construed in accordance with
the laws of the State of Florida.

     (c)  This  Agreement  constitutes  the entire  understanding  between  the
parties with respect to the transactions  contemplated  hereby, and all prior or
contemporaneous oral agreements,  understandings,  discussions,  representations
and statements are  superseded by this  Agreement.  The waiver of any particular
condition  precedent,  provision or remedy  provided by this Agreement shall not
constitute the waiver of any other.

     (d)  This Agreement may be executed in any number of counterparts, each of
which  shall be taken as one and the same  instrument,  to the same effect as if
all the parties hereto had signed the same signature page. Any signature page of
this Agreement may be detached from any counterpart of this Agreement  identical
in form hereto but having attached it to one or more additional signature pages.

     (e)  The provisions of this Agreement  shall be binding upon and accrue to
the  benefit  of  the  parties  hereto  and  their   respective   heirs,   legal
representatives, permitted successors and permitted assigns.

     (f)  If any provision of this Agreement for any reason shall be held to be
illegal,  invalid or  unenforceable,  such illegality shall not affect any other
provision of this Agreement and this Agreement shall be amended so as to enforce
the illegal,  invalid or unenforceable provision to the maximum extent permitted
by  applicable  law,  and the parties  shall  cooperate in good faith to further
modify this  Agreement  so as to preserve to the  maximum  extent  possible  the
intended benefits to be received by the parties.

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     (g)  All representations,  warranties and agreements of the parties hereto
contained  herein will survive the delivery and execution hereof and the Closing
for a period of three (3) years from the date hereof, and shall remain operative
and in full  force and  effect  regardless  of any  investigation  made by or on
behalf of any party  hereto or any person who controls any such party within the
meaning of the  Securities  Act,  and will  survive  delivery of the  securities
constituting  the  Units  hereunder  and the  delivery  of the  Placement  Agent
Warrants and any termination of this Agreement.



                                       22



     If the  foregoing  conforms  with your  understanding  of the  arrangements
between us, please sign the copy of this letter provided in the space indicated,
whereupon this letter shall constitute a binding and legal agreement between the
CepTor and the Placement Agent, and upon obtaining the signature of Pubco below,
Pubco  shall  become a party to this  Agreement  as if Pubco had  executed  this
agreement as of the date first written above.

Very truly yours,

CEPTOR CORPORATION


By: /s/ William Pursley
   ---------------------------------
    William Pursley
    Chief Executive Officer


Accepted as of the date first above written:

BROOKSHIRE SECURITIES CORPORATION


By: /s/ Timothy B. Ruggiero
   ---------------------------------
   Timothy B. Ruggiero
   President


     By  executing  this  letter  in the  space  provided  below,  Pubco  hereby
acknowledges,  agrees and confirms  that it will be deemed to be a party to this
Agreement and shall be subject to all of the obligations  applicable to Pubco as
if Pubco had  executed  this  Agreement as of the date of this  Agreement  first
written above. Pubco hereby ratifies and agrees to be bound by all of the terms,
provisions and conditions contained in this Agreement.


PUBCO


----------------------------------------
Company Name


By:_______________________________________
     Name:
     Title:



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