ANNEX A

                          SECURITIES PURCHASE AGREEMENT

         This Securities Purchase Agreement (this "Agreement") is dated as of
May __, 2005 among Novelos Therapeutics, Inc., a Delaware corporation (the
"Company"), Common Horizons, Inc., a Nevada corporation (the "Holding Company"),
each purchaser identified on the signature pages hereto (each, including its
successors and assigns, a "Purchaser" and collectively the "Purchasers").

         WHEREAS, subject to the terms and conditions set forth in this
Agreement and pursuant to Section 4(2) of the Securities Act of 1933, as amended
(the "Securities Act") and Rule 506 promulgated thereunder, the Holding Company
desires to issue and sell to each Purchaser, and each Purchaser, severally and
not jointly, desires to purchase from the Holding Company, in the aggregate, up
to $11,500,000 of Common Stock and Warrants on the Closing Date.

         NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in
this Agreement, and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the Company, the Holding Company and
each Purchaser agree as follows:

                                   ARTICLE I.
                                   DEFINITIONS

         1.1 Definitions. In addition to the terms defined elsewhere in this
Agreement, for all purposes of this Agreement, the following terms have the
meanings indicated in this Section 1.1:

                  "Action" shall have the meaning ascribed to such term in
Section 3.1(j).

                  "Additional Closing" shall have the meaning ascribed to such
term in Section 2.1 hereof.

                  "Additional Closing Date" means the date of each Additional
Closing.

                  "Affiliate" means any Person that, directly or indirectly
         through one or more intermediaries, controls or is controlled by or is
         under common control with a Person, as such terms are used in and
         construed under Rule 144. With respect to a Purchaser, any investment
         fund or managed account that is managed on a discretionary basis by the
         same investment manager as such Purchaser will be deemed to be an
         Affiliate of such Purchaser.

                  "Closing Date(s)" means the date of the First Closing which
         shall occur on the Reverse Merger Effective Date and each Additional
         Closing.



                  "Closing Price" means on any particular date (a) the last
         reported closing sale price per share, or, if not available, then the
         average of the last reported bid and asked prices of Common Stock on
         such date on the Trading Market (as reported by Bloomberg L.P. at 4:15
         PM (New York time) as the last reported closing sale price (or bid and
         asked prices) for regular session trading on such day), or (b) if there
         is no such price on such date, then the closing sale price, or, if not
         available, then the average of the average of the closing bid and asked
         prices, on the Trading Market on the date nearest preceding such date
         (as reported by Bloomberg L.P. at 4:15 PM (New York time) as the
         closing sale price (or bid and asked prices) for regular session
         trading on such day), or (c) if the Common Stock is not then listed or
         quoted on the Trading Market and if prices for the Common Stock are
         then reported in the "pink sheets" published by the National Quotation
         Bureau Incorporated (or a similar organization or agency succeeding to
         its functions of reporting prices), the most recent sale price per
         share of the Common Stock so reported or, if not available, the average
         of the most recent bid and asked prices reported, or (d) if the shares
         of Common Stock are not then publicly traded the fair market value of a
         share of Common Stock as determined by an appraiser selected in good
         faith by the Purchasers of a majority in interest of the Shares then
         outstanding.

                  "Closing(s)" means collectively, the closings of the purchase
         and sale of the Securities pursuant to Section 2.1, and any reference
         to "Closing" or "Closings" shall be construed to include the First
         Closing and each Additional Closing unless only one such closing is
         expressly referred to.

                  "Commission" means the Securities and Exchange Commission.

                  "Common Stock" means the common stock of the Holding Company,
         par value $0.001 per share, and any other class of securities into
         which such securities may hereafter have been reclassified or changed.

                  "Common Stock Equivalents" means any securities of the Holding
         Company or the Subsidiaries which would entitle the holder thereof to
         acquire at any time Common Stock, including without limitation, any
         debt, preferred stock, rights, options, warrants or other instrument
         that is at any time convertible into or exchangeable for, or otherwise
         entitles the holder thereof to receive, Common Stock.

                  "Effective Date" means the date that the Registration
         Statement is first declared effective by the Commission.

                  "Escrow Agent" means Signature Bank, a New York State
         chartered bank and having an office at, 261 Madison Avenue, New York,
         New York 10016.

                  "Escrow Agreement" shall mean the Escrow Agreement, dated
         April __, 2005, by and among vFinance Investments, Inc., the Company
         and the Escrow Agent pursuant to which the Purchasers, prior to the
         date hereof, deposited Subscription Amounts with the Escrow Agent to be
         applied to the transactions contemplated hereunder.

                   "Evaluation Date" shall have the meaning ascribed to such
         term in Section 3.1(r).

                  "Exchange Act" means the Securities Exchange Act of 1934, as
         amended, and the rules and regulations promulgated thereunder.

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                  "Exempt Issuance" means the issuance of (a) shares of Common
         Stock or options to employees, officers or directors of the Holding
         Company pursuant to any stock or option plan duly adopted by a majority
         of the non-employee members of the Board of Directors of the Holding
         Company or a majority of the members of a committee of non-employee
         directors established for such purpose, (b) securities upon the
         exercise of or conversion of any Securities issued hereunder,
         convertible securities, options or warrants issued and outstanding on
         the First Closing Date, provided that such securities have not been
         amended since the First Closing Date to increase the number of such
         securities or to decrease the exercise or conversion price of any such
         securities, (c) securities issued pursuant to acquisitions or strategic
         transactions, provided any such issuance shall only be to a Person
         which is, itself or through its subsidiaries, an operating company in a
         business synergistic with the business of the Holding Company and in
         which the Holding Company receives benefits in addition to the
         investment of funds, but shall not include a transaction in which the
         Holding Company is issuing securities primarily for the purpose of
         raising capital or to an entity whose primary business is investing in
         securities and (d) securities issued on the same terms and condition as
         the transactions consummated hereunder in a Subsequent Closing.

                  "First Closing" shall have the meaning ascribed to such term
         in Section 2.1 hereof.

                  "First Closing Date" means the date of the First Closing.

                   "FW" means Feldman Weinstein LLP with offices at 420
         Lexington Avenue, Suite 2620, New York, New York 10170-0002.

                  "GAAP" shall have the meaning ascribed to such term in Section
         3.1(h).

                  "Intellectual Property Rights" shall have the meaning ascribed
         to such term in Section 3.1(o).

                  "Legend Removal Date" shall have the meaning ascribed to such
         term in Section 4.1(c).

                  "Liens" means a lien, charge, security interest, encumbrance,
         right of first refusal, preemptive right or other restriction.

                  "Material Adverse Effect" shall have the meaning ascribed to
         such term in Section 3.1(b).

                  "Material Permits" shall have the meaning ascribed to such
         term in Section 3.1(m).

                  "Memorandum" shall mean that certain Confidential Private
         Placement Memorandum for Accredited Investors Only of Novelos
         Therapeutics Inc., dated April __, 2005, as amended and supplemented
         through each Closing Date.

                                       3


                  "Per Share Purchase Price" equals $1.25, subject to adjustment
         for reverse and forward stock splits, stock dividends, stock
         combinations and other similar transactions of the Common Stock that
         occur after the date of this Agreement.

                  "Person" means an individual or corporation, partnership,
         trust, incorporated or unincorporated association, joint venture,
         limited liability company, joint stock company, government (or an
         agency or subdivision thereof) or other entity of any kind.

                  "Proceeding" means an action, claim, suit, investigation or
         proceeding (including, without limitation, an investigation or partial
         proceeding, such as a deposition), whether commenced or threatened.

                  "Purchaser Party" shall have the meaning ascribed to such term
         in Section 4.8.

                  "Registration Rights Agreement" means the Registration Rights
         Agreement, dated the First Closing Date, among the Holding Company and
         the Purchasers, in the form of Exhibit A attached hereto.

                  "Registration Statement" means a registration statement
         meeting the requirements set forth in the Registration Rights Agreement
         and covering the resale by the Purchasers of the Shares and the Warrant
         Shares.

                  "Required Approvals" shall have the meaning ascribed to such
         term in Section 3.1(e).

                  "Reverse Merger" means the reverse merger that the Company
         shall complete by the date hereof whereby Novo Acquisition, Inc., a
         wholly-owned subsidiary of the Holding Company, will merge into the
         Company, pursuant to which all outstanding securities of the Company
         will be exchanged for securities of the Holding Company, and the Common
         Stock shall be listed on a Trading Market.

                  "Reverse Merger Effective Date" means such date as the Reverse
         Merger becomes binding and effective on the Company and the Holding
         Company.

                   "Rule 144" means Rule 144 promulgated by the Commission
         pursuant to the Securities Act, as such Rule may be amended from time
         to time, or any similar rule or regulation hereafter adopted by the
         Commission having substantially the same effect as such Rule.

                  "SEC Reports" shall have the meaning ascribed to such term in
         Section 3.1(h).

                  "Securities" means the Shares, the Warrants and the Warrant
         Shares.

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

                  "Shares" means the shares of Common Stock issued or issuable
         to each Purchaser pursuant to this Agreement.

                                       4


                   "Short Sales" shall include all "short sales" as defined in
         Rule 200 of Regulation SHO under the Exchange Act.

                   "Subscription Amount" means, as to each Purchaser, the
         aggregate amount to be paid for Shares and Warrants purchased hereunder
         as specified below such Purchaser's name on the signature page of this
         Agreement and next to the heading "Subscription Amount", in United
         States Dollars and in immediately available funds, which shall not be
         less than $25,000 for any Purchaser.

                  "Subsidiary" shall mean any subsidiary of the Holding Company,
         including but not limited to, the Company.

                  "Trading Day" means a day on which the Common Stock is traded
         on a Trading Market

                  "Trading Market" means the following markets or exchanges on
         which the Common Stock is listed or quoted for trading on the date in
         question: the OTC Bulletin Board, the "Pink Sheets" published by Pink
         Sheets, LLC, the Nasdaq SmallCap Market, the American Stock Exchange,
         the New York Stock Exchange or the Nasdaq National Market.

                  "Transaction Documents" means this Agreement, the Warrants,
         the Escrow Agreement, the Registration Rights Agreement, the Memorandum
         and any other documents or agreements executed in connection with the
         transactions contemplated hereunder.

                  "vFinance" shall mean vFinance Investments, Inc., the lead
         placement agent to the transactions contemplated hereunder.

                  "Warrants" means the Common Stock Purchase Warrants, in the
         form of Exhibit B, delivered to the Purchasers at the applicable
         Closing in accordance with Section 2.2(a)(iii) hereof, which warrants
         shall be exercisable immediately upon issuance and until the three year
         anniversary of the final Closing Date and have an exercise price per
         share of Common Stock equal to $2.25, subject to adjustment as provided
         therein.

                  "Warrant Shares" means the shares of Common Stock issuable
         upon exercise of the Warrants.

                                  ARTICLE II.
                                PURCHASE AND SALE

         2.1 Closing. On each Closing Date, upon the terms and subject to the
conditions set forth herein, concurrent with the execution and delivery of this
Agreement by the parties hereto, the Holding Company agrees to sell, and each
Purchaser agrees to purchase, in the aggregate among all Closings, severally and
not jointly with the other Purchasers, up to $11,500,000 of Shares and Warrants
(the "Maximum Amount"), of which up to $1,500,000,


                                       5



including the Bridge Proceeds as hereinafter defined, may be placed directly by
the Company, but no less than $2,000,000 in the aggregate, including in each
case the $450,000 of proceeds (the "Bridge Proceeds") of the bridge financing
completed by the Company in March 2005. There shall be one or more Closings as
set forth below (respectively, the "First Closing" and "Additional Closing(s)").
Upon satisfaction of the conditions set forth in Section 2.2, as determined by
the Company and vFinance, each Closing shall occur at the offices of FW, or such
other location as the parties shall mutually agree and the Company and vFinance
shall deliver to the Escrow Agent the Form of Escrow Release Notice (as defined
in the Escrow Agreement), duly executed.


                  a) First Closing. The First Closing shall be for an aggregate
         Subscription Amount of up to $2,000,000 (including the Bridge Proceeds)
         and shall occur within 5 Trading Days of the date hereof.

                  b) Additional Closings. After the First Closing, the Holding
         Company may hold Additional Closings with vFinance as the sole
         placement agent on the same terms, conditions and prices as the First
         Closing until the Maximum Amount has been sold, provided that each
         Additional Closing shall occur on or before July 31, 2005.


         2.2 Deliveries.

                  a)       At or prior to each Closing Date (except as noted),
                           the Company and the Holding Company shall deliver or
                           cause to be delivered pursuant to the written
                           instructions of vFinance the following:

                           (i)      a counterpart of this Agreement duly
                                    executed by each of the Company and the
                                    Holding Company;

                           (ii)     a copy of the irrevocable instructions to
                                    the Company's transfer agent instructing the
                                    transfer agent to deliver, on an expedited
                                    basis, a certificate evidencing a number of
                                    Shares equal to such Purchaser's
                                    Subscription Amount divided by the Per Share
                                    Purchase Price, registered in the name of
                                    such Purchaser;

                           (iii)    a Warrant, registered in the name of such
                                    Purchaser, pursuant to which such Purchaser
                                    shall have the right to acquire up to the
                                    number of shares of Common Stock equal to
                                    50% of the Shares to be issued to such
                                    Purchaser;

                           (iv)     a counterpart of the Registration Rights
                                    Agreement duly executed by the Holding
                                    Company;

                           (v)      a Memorandum and one or more supplements
                                    incorporating the terms of the Reverse
                                    Merger;

                           (vi)     as to the First Closing, a copy of the legal
                                    opinion delivered by counsel to the Holding
                                    Company and Company in connection with


                                       6



                                    the Reverse Merger and other matters related
                                    to the transactions contemplated by this
                                    Agreement, in the form of Exhibit C, which
                                    opinion shall be reasonably satisfactory to
                                    each Purchaser, and as to each subsequent
                                    Closing a letter from such counsel bringing
                                    down such opinion to the date of such
                                    Closing; and

                           (vii)    the Lock-Up Agreement, in the form attached
                                    hereto as Exhibit D, executed by the
                                    stockholders identified in the Memorandum
                                    (as to the First Closing only) and Schedule
                                    D-1 which identifies (A) each stockholder
                                    who will enter into such agreement, (B) the
                                    number of shares of Common Stock for such
                                    stockholder and (C) the time period of the
                                    lock-up for such stockholder.

                  b)       At or prior to each Closing Date, each Purchaser
                           shall deliver or cause to be delivered to FW the
                           following:

                           (i)      a counterpart of this Agreement duly
                                    executed by such Purchaser;

                           (ii)     such Purchaser's Subscription Amount as to
                                    the applicable Closing by wire transfer to
                                    the Escrow Agent; and

                           (iii)    a counterpart of the Registration Rights
                                    Agreement duly executed by such Purchaser.

         2.3 Closing Conditions.

         a)       The obligations of the Company and the Holding Company
                  hereunder in connection with each Closing are subject to the
                  following conditions being met:

                  (i)      the accuracy in all material respects when made and
                           on the applicable Closing Date of the representations
                           and warranties of the Purchasers contained herein;

                  (ii)     all obligations, covenants and agreements of the
                           Purchasers required to be performed at or prior to
                           the applicable Closing Date shall have been
                           performed; and

                  (iii)    the delivery by the Purchasers of the items set forth
                           in Section 2.2(b) of this Agreement.

         b)       The respective obligations of each Purchaser hereunder in
                  connection with their respective Closing are subject to the
                  following conditions being met:

                  (i)      the accuracy in all material respects on the
                           applicable Closing Date of the representations and
                           warranties of the Company and the Holding Company
                           contained herein;

                                       7


                  (ii)     all obligations, covenants and agreements of the
                           Company and the Holding Company required to be
                           performed at or prior to the applicable Closing Date
                           shall have been performed;

                  (iii)    the delivery by the Company and the Holding Company,
                           as applicable, of the items set forth in Section
                           2.2(a) of this Agreement;

                  (iv)     there shall have been no Material Adverse Effect with
                           respect to the Company or the Holding Company since
                           the date hereof;

                  (v)      immediately prior to the First Closing, the Reverse
                           Merger shall have been consummated and evidence
                           thereof shall be delivered to vFinance (including,
                           without limitation, (A) evidence of the filing of a
                           certificate of merger filed with the state of
                           Delaware, (B) evidence of notifying (x) the Holding
                           Company's transfer agent, (y) Nasdaq (if required)
                           and (z) the CUSIP Bureau (including, if required,
                           obtaining a new CUSIP number of the Common Stock)
                           that the Reverse Merger has been consummated and (C)
                           such other documents as may reasonably be requested
                           by vFinance) and the Company shall be a wholly owned
                           subsidiary of the Holding Company; and

                  (vi)     from the date hereof to the applicable Closing Date,
                           trading in the Common Stock shall not have been
                           suspended by the Commission (except for any
                           suspension of trading of limited duration agreed to
                           by the Holding Company, which suspension shall be
                           terminated prior to the First Closing), and, at any
                           time prior to the applicable Closing Date, trading in
                           securities generally as reported by Bloomberg
                           Financial Markets shall not have been suspended or
                           limited, or minimum prices shall not have been
                           established on securities whose trades are reported
                           by such service, or on any Trading Market, nor shall
                           a banking moratorium have been declared either by the
                           United States or New York State authorities nor shall
                           there have occurred any material outbreak or
                           escalation of hostilities or other national or
                           international calamity of such magnitude in its
                           effect on, or any material adverse change in, any
                           financial market which, in each case, in the
                           reasonable judgment of each Purchaser, makes it
                           impracticable or inadvisable to purchase the Shares
                           at the applicable Closing.

                                       8


                                  ARTICLE III.
                         REPRESENTATIONS AND WARRANTIES

         3.1 Representations and Warranties of the Company. Except as set forth
in the Memorandum, the Company and the Holding Company, jointly and severally,
hereby make the representations and warranties set forth below.

                  (a) Subsidiaries. All of the direct and indirect subsidiaries
         of the Company and the Holding Company are set forth in the Memorandum.
         The Company owns, directly or indirectly, all of the capital stock or
         other equity interests of each Subsidiary free and clear of any Liens,
         and all the issued and outstanding shares of capital stock of each
         Subsidiary are validly issued and are fully paid, non-assessable and
         free of preemptive and similar rights to subscribe for or purchase
         securities. If the Company or Holding Company has no subsidiaries, then
         references in the Transaction Documents to Subsidiaries will be
         disregarded.

                  (b) Organization and Qualification. The Company and each of
         the Subsidiaries is an entity duly incorporated or otherwise organized,
         validly existing and in good standing under the laws of the
         jurisdiction of its incorporation or organization (as applicable), with
         the requisite power and authority to own and use its properties and
         assets and to carry on its business as currently conducted. Neither the
         Company nor any Subsidiary is in violation or default of any of the
         provisions of its respective certificate or articles of incorporation,
         bylaws or other organizational or charter documents. Each of the
         Company and the Subsidiaries is duly qualified to conduct business and
         is in good standing as a foreign corporation or other entity in each
         jurisdiction in which the nature of the business conducted or property
         owned by it makes such qualification necessary, except where the
         failure to be so qualified or in good standing, as the case may be,
         could not have or reasonably be expected to result in (i) a material
         adverse effect on the legality, validity or enforceability of any
         Transaction Document, (ii) a material adverse effect on the results of
         operations, assets, business, prospects or financial condition of the
         Company and the Subsidiaries, taken as a whole, or (iii) a material
         adverse effect on the Company's or Holding Company's ability to perform
         in any material respect on a timely basis its obligations under any
         Transaction Document (any of (i), (ii) or (iii), a "Material Adverse
         Effect") and no Proceeding has been instituted in any such jurisdiction
         revoking, limiting or curtailing or seeking to revoke, limit or curtail
         such power and authority or qualification.

                  (c) Authorization; Enforcement. Each of the Company and the
         Holding Company has the requisite corporate power and authority to
         enter into and to consummate the transactions contemplated by each of
         the Transaction Documents and otherwise to carry out its obligations
         thereunder. The execution and delivery of each of the Transaction
         Documents by the Company and the Holding Company and the consummation
         by it of the transactions contemplated thereby have been duly
         authorized by all necessary action on the part of the Company and the
         Holding Company, as applicable, and no further action is required by
         the Company or the Holding Company in connection therewith other than
         in connection with the Required Approvals. Each Transaction Document
         has been (or upon delivery will have been) duly executed by the Company
         and the Holding Company and, when delivered in accordance with the
         terms hereof, will constitute the valid and binding obligation of the
         Company enforceable against the Company in accordance with its terms
         except (i) as limited by applicable bankruptcy, insolvency,
         reorganization, moratorium and other laws of general application
         affecting enforcement of creditors' rights generally and (ii) as
         limited by laws relating to the availability of specific performance,
         injunctive relief or other equitable remedies.

                                       9


                  (d) No Conflicts. The execution, delivery and performance of
         the Transaction Documents by each of the Company and the Holding
         Company, the issuance and sale of the Shares and the consummation by
         the Company and the Holding Company of the other transactions
         contemplated thereby do not and will not (i) conflict with or violate
         any provision of the Company's, Holding Company's or any Subsidiary's
         certificate or articles of incorporation, bylaws or other
         organizational or charter documents, or (ii) conflict with, or
         constitute a default (or an event that with notice or lapse of time or
         both would become a default) under, result in the creation of any Lien
         upon any of the properties or assets of the Company, the Holding
         Company or any Subsidiary, or give to others any rights of termination,
         amendment, acceleration or cancellation (with or without notice, lapse
         of time or both) of, any agreement, credit facility, debt or other
         instrument (evidencing a Company or Subsidiary debt or otherwise) or
         other understanding to which the Company or any Subsidiary is a party
         or by which any property or asset of the Company or any Subsidiary is
         bound or affected, or (iii) subject to the Required Approvals, conflict
         with or result in a violation of any law, rule, regulation, order,
         judgment, injunction, decree or other restriction of any court or
         governmental authority to which the Company or a Subsidiary is subject
         (including federal and state securities laws and regulations), or by
         which any property or asset of the Company or a Subsidiary is bound or
         affected; except in the case of each of clauses (ii) and (iii), such as
         could not have or reasonably be expected to result in a Material
         Adverse Effect.

                  (e) Filings, Consents and Approvals. Neither the Company nor
         the Holding Company is required to obtain any consent, waiver,
         authorization or order of, give any notice to, or make any filing or
         registration with, any court or other federal, state, local or other
         governmental authority or other Person in connection with the
         execution, delivery and performance by the Company or the Holding
         Company of the Transaction Documents, other than (i) the filing with
         the Commission of the Registration Statement by the Holding Company and
         such other filings as are required by applicable provisions of the
         Exchange Act, (ii) application(s) by the Holding Company to each
         applicable Trading Market for the listing of the Shares and Warrant
         Shares for trading thereon in the time and manner required thereby,
         (iii) the filing of Form D with the Commission and such filings as are
         required to be made under applicable state securities laws and (iv) the
         filing of merger certificates that are required with respect to the
         Reverse Merger by applicable state law (collectively, the "Required
         Approvals").

                  (f) Issuance of the Securities. The Shares and Warrants are
         duly authorized and, when issued and paid for in accordance with the
         Transaction Documents, will be duly and validly issued, fully paid and
         nonassessable, free and clear of all Liens imposed by the Holding
         Company other than restrictions on transfer provided for in the
         Transaction Documents. The Warrant Shares, when issued in accordance
         with the terms


                                       10


         of the Transaction Documents, will be validly issued, fully paid and
         nonassessable, free and clear of all Liens imposed by the Holding
         Company. The Holding Company has reserved from its duly authorized
         capital stock the maximum number of shares of Common Stock issuable
         pursuant to this Agreement and the Warrants.

                  (g) Capitalization. The capitalization of the Company and the
         Holding Company is as set forth in the Memorandum. Neither the Company
         nor the Holding Company has issued any capital stock other than as set
         forth in the Memorandum. No Person has any right of first refusal,
         preemptive right, right of participation, or any similar right to
         participate in the transactions contemplated by the Transaction
         Documents. Except as a result of the purchase and sale of the
         Securities, there are no outstanding options, warrants, script rights
         to subscribe to, calls or commitments of any character whatsoever
         relating to, or securities, rights or obligations convertible into or
         exchangeable for, or giving any Person any right to subscribe for or
         acquire, any shares of Common Stock, or contracts, commitments,
         understandings or arrangements by which the Company or any Subsidiary
         is or may become bound to issue additional shares of Common Stock or
         Common Stock Equivalents. The issue and sale of the Securities will not
         obligate the Holding Company to issue shares of Common Stock or other
         securities to any Person (other than the Purchasers) and will not
         result in a right of any holder of Holding Company securities to adjust
         the exercise, conversion, exchange or reset price under such
         securities. All of the outstanding shares of capital stock of the
         Holding Company are validly issued, fully paid and nonassessable, have
         been issued in compliance with all federal and state securities laws,
         and none of such outstanding shares was issued in violation of any
         preemptive rights or similar rights to subscribe for or purchase
         securities. No further approval or authorization of any stockholder,
         the Board of Directors of the Holding Company or others is required for
         the issuance and sale of the Shares. There are no stockholders
         agreements, voting agreements or other similar agreements with respect
         to the Holding Company's capital stock to which the Holding Company is
         a party or, to the knowledge of the Holding Company, between or among
         any of the Holding Company's stockholders.

                  (h) SEC Reports; Financial Statements. The Holding Company has
         filed all reports, schedules, forms, statements and other documents
         required to be filed by it under the Securities Act and the Exchange
         Act, including pursuant to Section 13(a) or 15(d) thereof, for the two
         years preceding the date hereof (or such shorter period as the Holding
         Company was required by law to file such material) (the foregoing
         materials, including the exhibits thereto and documents incorporated by
         reference therein, being collectively referred to herein as the "SEC
         Reports") on a timely basis or has received a valid extension of such
         time of filing and has filed any such SEC Reports prior to the
         expiration of any such extension. As of their respective dates, the SEC
         Reports complied in all material respects with the requirements of the
         Securities Act and the Exchange Act and the rules and regulations of
         the Commission promulgated thereunder, and none of the SEC Reports,
         when filed, contained any untrue statement of a material fact or
         omitted 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. The audited
         financial statements of the Company and the Holding Company



                                       11



         for the last two years or such shorter period as such companies have
         been in existence are set forth in the Memorandum as to the Company and
         in the registration statement on Form SB-2 filed with the Commission by
         the Holding Company, and there have been no material changes in the
         financial condition of either company since the dates of such
         statements, except as disclosed in the Memorandum. Such financial
         statements comply in all material respects with applicable accounting
         requirements and the rules and regulations of the Commission with
         respect thereto as in effect at the time of filing. Such financial
         statements have been prepared in accordance with United States
         generally accepted accounting principles applied on a consistent basis
         during the periods involved ("GAAP"), except as may be otherwise
         specified in such financial statements or the notes thereto and except
         that unaudited financial statements may not contain all footnotes
         required by GAAP, and fairly present in all material respects the
         financial position of the Company and the Holding Company and its
         consolidated subsidiaries as of and for the dates thereof and the
         results of operations and cash flows for the periods then ended,
         subject, in the case of unaudited statements, to normal, immaterial,
         year-end audit adjustments.


                  (i) Material Changes. Since the date of the latest audited
         financial statements included in the SEC Reports as to the Holding
         Company and in the Memorandum as to the Company, except as specifically
         disclosed in the Memorandum, (i) there has been no event, occurrence or
         development that has had or that could reasonably be expected to result
         in a Material Adverse Effect, (ii) neither the Company nor the Holding
         Company has incurred any liabilities (contingent or otherwise) other
         than (A) trade payables and accrued expenses incurred in the ordinary
         course of business consistent with past practice and (B) liabilities
         not required to be reflected in the Company's or the Holding Company's
         financial statements pursuant to GAAP or required to be disclosed in
         filings made with the Commission, (iii) neither the Company nor the
         Holding Company has altered its method of accounting, (iv) neither the
         Company nor the Holding Company has declared or made any dividend or
         distribution of cash or other property to its stockholders or
         purchased, redeemed or made any agreements to purchase or redeem any
         shares of its capital stock and (v) neither the Company nor the Holding
         Company has issued any equity securities to any officer, director or
         Affiliate, except pursuant to existing Company or Holding Company stock
         option plans. The Holding Company does not have pending before the
         Commission any request for confidential treatment of information.

                  (j) Litigation. There is no action, suit, inquiry, notice of
         violation, proceeding or investigation pending or, to the knowledge of
         the Company or the Holding Company, threatened against or affecting the
         Company, the Holding Company, any Subsidiary or any of their respective
         properties before or by any court, arbitrator, governmental or
         administrative agency or regulatory authority (federal, state, county,
         local or foreign) (collectively, an "Action") which (i) adversely
         affects or challenges the legality, validity or enforceability of any
         of the Transaction Documents or the Securities or (ii) could, if there
         were an unfavorable decision, have or reasonably be expected to result
         in a Material Adverse Effect. Neither the Company, the Holding Company
         nor any Subsidiary, nor any director or officer thereof, is or has been
         the subject of any Action involving a claim of violation of or
         liability under federal or state securities laws or a claim of breach
         of



                                       12


         fiduciary duty. There has not been, and to the knowledge of the Company
         or the Holding Company, there is not pending or contemplated, any
         investigation by the Commission involving the Company, the Holding
         Company or any current or former director or officer of the Company or
         the Holding Company. The Commission has not issued any stop order or
         other order suspending the effectiveness of any registration statement
         filed by the Holding Company or any Subsidiary under the Exchange Act
         or the Securities Act.

                  (k) Labor Relations. No material labor dispute exists or, to
         the knowledge of the Company, is imminent with respect to any of the
         employees of the Company which could reasonably be expected to result
         in a Material Adverse Effect.

                  (l) Compliance. Except as disclosed in the Memorandum, neither
         the Company nor the Holding Company nor any Subsidiary (i) is in
         default under or in violation of (and no event has occurred that has
         not been waived that, with notice or lapse of time or both, would
         result in a default by the Company, the Holding Company or any
         Subsidiary under), nor has the Company, the Holding Company or any
         Subsidiary received notice of a claim that it is in default under or
         that it is in violation of, any indenture, loan or credit agreement or
         any other agreement or instrument to which it is a party or by which it
         or any of its properties is bound (whether or not such default or
         violation has been waived), (ii) is in violation of any order of any
         court, arbitrator or governmental body, or (iii) is or has been in
         violation of any statute, rule or regulation of any governmental
         authority, including without limitation all foreign, federal, state and
         local laws applicable to its business except in each case as could not
         have a Material Adverse Effect.

                  (m) Regulatory Permits. The Company and the Subsidiaries
         possess all certificates, authorizations and permits issued by the
         appropriate federal, state, local or foreign regulatory authorities
         necessary to conduct their respective businesses as described in
         Schedule 3.1(m), except where the failure to possess such permits could
         not have or reasonably be expected to result in a Material Adverse
         Effect ("Material Permits"), and neither the Company nor any Subsidiary
         has received any notice of proceedings relating to the revocation or
         modification of any Material Permit.

                  (n) Title to Assets. The Company and the Subsidiaries have
         good and marketable title in fee simple to all real property owned by
         them that is material to the business of the Company and the
         Subsidiaries and good and marketable title in all personal property
         owned by them that is material to the business of the Company and the
         Subsidiaries, in each case free and clear of all Liens, except for
         Liens as do not materially affect the value of such property and do not
         materially interfere with the use made and proposed to be made of such
         property by the Company and the Subsidiaries and Liens for the payment
         of federal, state or other taxes, the payment of which is neither
         delinquent nor subject to penalties. Any real property and facilities
         held under lease by the Company and the Subsidiaries are held by them
         under valid, subsisting and enforceable leases of which the Company and
         the Subsidiaries are in compliance.

                                       13


                  (o) Patents and Trademarks. The Company and the Subsidiaries
         have, or have rights to use, all patents, patent applications,
         trademarks, trademark applications, service marks, trade names,
         copyrights, licenses and other similar rights necessary or material for
         use in connection with their respective businesses as described in the
         Memorandum and which the failure to so have could have a Material
         Adverse Effect (collectively, the "Intellectual Property Rights").
         Neither the Company nor any Subsidiary has received a written notice
         that the Intellectual Property Rights used by the Company or any
         Subsidiary violates or infringes upon the rights of any Person. To the
         knowledge of the Company, all such Intellectual Property Rights are
         enforceable and there is no existing infringement by another Person of
         any of the Intellectual Property Rights of others.

                  (p) Insurance. The Company and the Subsidiaries are insured by
         insurers of recognized financial responsibility against such losses and
         risks and in such amounts as are prudent and customary in the
         businesses in which the Company and the Subsidiaries are engaged,
         including, but not limited to, directors and officers insurance
         coverage at least equal to the aggregate Subscription Amount. To the
         best of Company's knowledge, such insurance contracts and policies are
         accurate and complete. Neither the Company nor any Subsidiary has any
         reason to believe that it will not be able to renew its existing
         insurance coverage as and when such coverage expires or to obtain
         similar coverage from similar insurers as may be necessary to continue
         its business without a significant increase in cost.

                  (q) Transactions With Affiliates and Employees. Except as set
         forth in the Memorandum, none of the officers or directors of the
         Company or the Holding Company and, to the knowledge of the Company and
         the Holding Company, none of the employees of the Company or the
         Holding Company is presently a party to any transaction with the
         Company, the Holding Company or any Subsidiary (other than for services
         as employees, officers and directors), including any contract,
         agreement or other arrangement providing for the furnishing of services
         to or by, providing for rental of real or personal property to or from,
         or otherwise requiring payments to or from any officer, director or
         such employee or, to the knowledge of the Company or the Holding
         Company, any entity in which any officer, director, or any such
         employee has a substantial interest or is an officer, director, trustee
         or partner, in each case in excess of $60,000 other than (i) for
         payment of salary or consulting fees for services rendered, (ii)
         reimbursement for expenses incurred on behalf of the Company or the
         Holding Company and (iii) for other employee benefits, including stock
         option agreements under any stock option plan of the Company or the
         Holding Company.

                  (r) Internal Accounting Controls. The Holding Company is in
         material compliance with all provisions of the Sarbanes Oxley Act of
         2002 which are applicable to it as of the Closing Date. The Company,
         the Holding Company and the Subsidiaries maintain a system of internal
         accounting controls sufficient to provide reasonable assurance that (i)
         transactions are executed in accordance with management's general or
         specific authorizations, (ii) transactions are recorded as necessary to
         permit preparation of financial statements in conformity with GAAP and
         to maintain asset accountability, (iii) access to assets is permitted
         only in accordance with management's general or specific authorization,
         and (iv) the recorded accountability for assets is compared with the
         existing assets at reasonable intervals and appropriate action is taken
         with respect to any differences.

                                       14


                  (s) Certain Fees. Except as described in the Memorandum, no
         brokerage or finder's fees or commissions are or will be payable by the
         Company or the Holding Company to any broker, financial advisor or
         consultant, finder, placement agent, investment banker, bank or other
         Person with respect to the transactions contemplated by this Agreement.
         The Purchasers shall have no obligation with respect to any fees or
         with respect to any claims made by or on behalf of other Persons for
         fees of a type contemplated in this Section that may be due in
         connection with the transactions contemplated by this Agreement.

                  (t) Private Placement. Assuming the accuracy of the Purchasers
         representations and warranties set forth in Section 3.2, no
         registration under the Securities Act is required for the offer and
         sale of the Securities by the Holding Company to the Purchasers as
         contemplated hereby. The issuance and sale of the Securities hereunder
         does not contravene the rules and regulations of the Trading Market.

                  (u) Investment Company. The Holding Company is not, and is not
         an Affiliate of, and immediately after receipt of payment for the
         Shares, will not be or be an Affiliate of, an "investment company"
         within the meaning of the Investment Company Act of 1940, as amended.
         The Holding Company shall conduct its business in a manner so that it
         will not become subject to the Investment Company Act.

                  (v) Registration Rights. Except as described in the Memorandum
         and other than each of the Purchasers, no Person has any right to cause
         the Holding Company to effect the registration under the Securities Act
         of any securities of the Holding Company.

                  (w) Listing and Maintenance Requirements. The Holding Company
         is subject to the reporting requirements of Section 15(d) of the
         Exchange Act, and the Holding Company has taken no action designed to,
         or which to its knowledge is likely to have the effect of, terminating
         such reporting obligation of the Common Stock under the Exchange Act
         nor has the Holding Company received any notification that the
         Commission is contemplating any action that would terminate such
         obligations. The Holding Company has not, in the 12 months preceding
         the date hereof, received notice from any Trading Market on which the
         Common Stock is or has been listed or quoted to the effect that the
         Holding Company is not in compliance with the listing or maintenance
         requirements of such Trading Market. The Holding Company is, and has no
         reason to believe that it will not in the foreseeable future continue
         to be, in compliance with all such listing and maintenance
         requirements.

                                       15


                  (x) Application of Takeover Protections. The Holding Company
         and its Board of Directors have taken all necessary action, if any, in
         order to render inapplicable any control share acquisition, business
         combination, poison pill (including any distribution under a rights
         agreement) or other similar anti-takeover provision under the Holding
         Company's Certificate of Incorporation (or similar charter documents)
         or the laws of its state of incorporation that is or could become
         applicable to the Purchasers as a result of the Purchasers and the
         Holding Company fulfilling their obligations or exercising their rights
         under the Transaction Documents, including without limitation as a
         result of the Holding Company's issuance of the Securities and the
         Purchasers' ownership of the Securities.

                  (y) Disclosure. All disclosure provided to the Purchasers
         regarding the Company, its business, the Holding Company, its business
         and the transactions contemplated hereby, including the Memorandum,
         furnished by or on behalf of the Company or the Holding Company with
         respect to the representations and warranties made herein are true and
         correct with respect to such representations and warranties and do not
         contain any untrue statement of a material fact or omit to state any
         material fact necessary in order to make the statements made therein,
         in light of the circumstances under which they were made, not
         misleading.

                  (z) No Integrated Offering. Assuming the accuracy of the
         Purchasers' representations and warranties set forth in Section 3.2,
         neither the Company nor the Holding Company nor any of its affiliates,
         nor any Person acting on its or their behalf has, directly or
         indirectly, made any offers or sales of any security or solicited any
         offers to buy any security, under circumstances that would cause this
         offering of the Securities to be integrated with prior offerings by the
         Company or the Holding Company for purposes of the Securities Act or
         any applicable shareholder approval provisions, including, without
         limitation, under the rules and regulations of any Trading Market on
         which any of the securities of the Company are listed or designated.

                  (aa) Solvency. Based on the financial condition of the Company
         and the Holding Company as of each Closing Date after giving effect to
         the receipt by the Holding Company of the proceeds from the sale of the
         Securities hereunder, (i) the Company's and the Holding Company's fair
         saleable value of its assets exceeds the amount that will be required
         to be paid on or in respect of the Company's and Holding Company's
         existing debts and other liabilities (including known contingent
         liabilities) as they mature; (ii) the Company's and Holding Company's
         assets do not constitute unreasonably small capital to carry on its
         business for the current fiscal year as now conducted and as proposed
         to be conducted including its capital needs taking into account the
         particular capital requirements of the business conducted by the
         Company and the Holding Company, and projected capital requirements and
         capital availability thereof; and (iii) the current cash flow of the
         Company and the Holding Company, together with the proceeds the Company
         and the Holding Company would receive, were it to liquidate all of its
         assets, after taking into account all anticipated uses of the cash,
         would be sufficient to pay all amounts on or in respect of its debt
         when such amounts are required to be paid. The Company and the Holding
         Company does not intend to incur debts beyond its ability to pay such
         debts as they mature (taking into account the timing and amounts of
         cash to be payable on or in respect of its debt). Neither the Company
         nor the Holding Company has knowledge of any facts or circumstances
         which lead it to believe that it will file for reorganization or
         liquidation under the bankruptcy or reorganization laws of any
         jurisdiction within one year from the last Closing Date. The financial
         statements described in Section 3.1(h) hereof set forth as of the dates
         thereof all outstanding secured and unsecured Indebtedness of the
         Company or any Subsidiary, or for which the Company or any Subsidiary
         has commitments. For the purposes of this Agreement, "Indebtedness"
         shall mean (a) any liabilities for borrowed money or amounts owed in
         excess of $50,000 (other than trade accounts payable incurred in the
         ordinary course of business), (b) all guaranties, endorsements and
         other contingent obligations in respect of Indebtedness of others,
         whether or not the same are or should be reflected in the Company's and
         Holding Company's balance sheet (or the notes thereto), except
         guaranties by endorsement of negotiable instruments for deposit or
         collection or similar transactions in the ordinary course of business;
         and (c) the present value of any lease payments in excess of $50,000
         due under leases required to be capitalized in accordance with GAAP.
         Neither the Company nor any Subsidiary is in default with respect to
         any Indebtedness.

                                       16


                  (bb) Tax Status. Except for matters that would not,
         individually or in the aggregate, have or reasonably be expected to
         result in a Material Adverse Effect, the Company, the Holding Company
         and each Subsidiary has filed all necessary federal, state and foreign
         income and franchise tax returns and has paid or accrued all taxes
         shown as due thereon, and neither the Company nor the Holding Company
         has any knowledge of a tax deficiency which has been asserted or
         threatened against the Company, the Holding Company or any Subsidiary.

                  (cc) No General Solicitation. Neither the Company nor the
         Holding Company nor, assuming the accuracy of the representations of
         the Purchasers in Section 3.2(e) hereof and that vFinance has not and
         has not permitted any broker participating in the transactions
         contemplated by this Agreement to engage in a general solicitation or
         general advertising, any person acting on behalf of the Company or the
         Holding Company has offered or sold any of the Shares by any form of
         general solicitation or general advertising. The Company and the
         Holding Company has offered the Shares for sale only to the Purchasers
         and certain other "accredited investors" within the meaning of Rule 501
         under the Securities Act.

                  (dd) Foreign Corrupt Practices. Neither the Company nor the
         Holding Company nor to the knowledge of the Company or the Holding
         Company, any agent or other person acting on behalf of the Company or
         Holding Company, has (i) directly or indirectly, used any funds for
         unlawful contributions, gifts, entertainment or other unlawful expenses
         related to foreign or domestic political activity, (ii) made any
         unlawful payment to foreign or domestic government officials or
         employees or to any foreign or domestic political parties or campaigns
         from corporate funds, (iii) failed to disclose fully any contribution
         made by the Company or the Holding Company (or made by any person
         acting on its behalf of which the Company or the Holding Company is
         aware) which is in violation of law, or (iv) violated in any material
         respect any provision of the Foreign Corrupt Practices Act of 1977, as
         amended.

                                       17


                  (ee) Accountants. The Company's and Holding Company's
         accountants are identified in their opinions on the financial
         statements described in Section 3.1(h) hereof. To the Company's
         knowledge and the Holding Company' knowledge, such accountants, who the
         Company expects will express their opinion with respect to the
         financial statements to be included in the Holding Company's upcoming
         financial statements and in the Registration Statement, are a
         registered public accounting firm as required by the Securities Act.

                  (ff) Acknowledgment Regarding Purchasers' Purchase of Shares.
         Each of the Company and the Holding Company acknowledges and agrees
         that each of the Purchasers is acting solely in the capacity of an
         arm's length purchaser with respect to the Transaction Documents and
         the transactions contemplated hereby. The Company and the Holding
         Company further acknowledge that no Purchaser is acting as a financial
         advisor or fiduciary of the Company or the Holding Company (or in any
         similar capacity) with respect to this Agreement and the transactions
         contemplated hereby and any advice given by any Purchaser or any of
         their respective representatives or agents in connection with this
         Agreement and the transactions contemplated hereby is merely incidental
         to the Purchasers' purchase of the Shares. The Company and the Holding
         Company further represents to each Purchaser that the Company's and the
         Holding Company's decision to enter into this Agreement has been based
         solely on the independent evaluation of the transactions contemplated
         hereby by the Company, the Holding Company and their representatives.

                  (gg) Completion of Reverse Merger. The Reverse Merger has been
         consummated on or before the date hereof. All documents required to be
         delivered in connection with the Reverse Merger have been delivered and
         were duly authorized and represent valid and binding obligations of the
         parties thereto in accordance with their respective terms. All
         conditions to the closing of the Reverse Merger were satisfied and no
         conditions set forth in any agreement required to be delivered in
         connection therewith have been waived. A copy of all consents,
         authorizations, orders, notices, filings and registrations made with
         any court or other federal, state, local or other governmental
         authority in connection with the Reverse Merger are attached hereto as
         Schedule 3.1(ff). All securities of the Holding Company issued to the
         former security holders of the Company in connection with the Reverse
         Merger were duly authorized, validly issued, fully paid and
         nonassessable. Such issuances were exempt from the registration
         requirements of the Securities Act and applicable state securities
         laws. As of the date hereof and after giving effect to the Reverse
         Merger, the Company is a wholly-owned subsidiary of the Holding
         Company. After giving effect to the Reverse Merger, there are no shares
         of capital stock of the Company outstanding or securities, rights or
         obligations convertible into or exchangeable for, or giving any Person
         any right to subscribe for or acquire, any shares of capital stock of
         the Company other than 100shares of common stock which are owned by the
         Holding Company.

         3.2 Representations and Warranties of the Purchasers. Each Purchaser
hereby, for itself and for no other Purchaser, represents and warrants as of the
date hereof and as of the applicable Closing Date to the Company and the Holding
Company as follows:

                                       18


                  (a) Organization; Authority. Such Purchaser, if not an
         individual, is an entity duly organized, validly existing and in good
         standing under the laws of the jurisdiction of its organization with
         full right, corporate or partnership power and authority to enter into
         and to consummate the transactions contemplated by the Transaction
         Documents and otherwise to carry out its obligations thereunder. The
         execution, delivery and performance by such Purchaser of the
         transactions contemplated by this Agreement, if such Purchaser is not
         an individual, have been duly authorized by all necessary corporate or
         similar action on the part of such Purchaser. Each Transaction Document
         to which it is a party has been duly executed by such Purchaser, and
         when delivered by such Purchaser in accordance with the terms hereof,
         will constitute the valid and legally binding obligation of such
         Purchaser, enforceable against it in accordance with its terms, except
         (i) as limited by general equitable principles and applicable
         bankruptcy, insolvency, reorganization, moratorium and other laws of
         general application affecting enforcement of creditors' rights
         generally, (ii) as limited by laws relating to the availability of
         specific performance, injunctive relief or other equitable remedies and
         (iii) insofar as indemnification and contribution provisions may be
         limited by applicable law.

                  (b) Own Account. Such Purchaser understands that the
         Securities are "restricted securities" and have not been registered
         under the Securities Act or any applicable state securities law and is
         acquiring the Securities as principal for its own account and not with
         a view to or for distributing or reselling such Securities or any part
         thereof in violation of the Securities Act or any applicable state
         securities law, has no present intention of distributing any of such
         Securities in violation of the Securities Act or any applicable state
         securities law and has no arrangement or understanding with any other
         persons regarding the distribution of such Securities (this
         representation and warranty not limiting such Purchaser's right to sell
         the Securities pursuant to the Registration Statement or otherwise in
         compliance with applicable federal and state securities laws) in
         violation of the Securities Act or any applicable state securities law.
         Such Purchaser is acquiring the Securities hereunder in the ordinary
         course of its business. Such Purchaser does not have any agreement or
         understanding, directly or indirectly, with any Person to distribute
         any of the Securities.

                  (c) Purchaser Status. At the time such Purchaser was offered
         the Securities, it was, and at the date hereof it is, and on each date
         on which it exercises any Warrants, it will be an "accredited investor"
         as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under
         the Securities Act. Such Purchaser is not required to be registered as
         a broker-dealer under Section 15 of the Exchange Act.

                  (d) Experience of Such Purchaser. Such Purchaser, either alone
         or together with its representatives, has such knowledge,
         sophistication and experience in business and financial matters so as
         to be capable of evaluating the merits and risks of the prospective
         investment in the Securities, and has so evaluated the merits and risks
         of such investment. Such Purchaser is able to bear the economic risk of
         an investment in the Securities and, at the present time, is able to
         afford a complete loss of such investment.

                                       19


                  (e) General Solicitation. Such Purchaser is not purchasing the
         Securities as a result of any advertisement, article, notice or other
         communication regarding the Securities published in any newspaper,
         magazine or similar media or broadcast over television or radio or
         presented at any seminar or any other general solicitation or general
         advertisement.

                  (f) Short Sales and Confidentiality. Other than the
         transaction contemplated hereunder, such Purchaser has not directly or
         indirectly, nor has any Person acting on behalf of or pursuant to any
         understanding with such Purchaser, executed any disposition, including
         Short Sales (but not including the location and/or reservation of
         borrowable shares of Common Stock), in the securities of the Holding
         Company during the period commencing from the time that such Purchaser
         first received the identity of the Holding Company to the date hereof
         ("Discussion Time"). Notwithstanding the foregoing, in the case of a
         Purchaser that is a multi-managed investment vehicle whereby separate
         portfolio managers manage separate portions of such Purchaser's assets
         and the portfolio managers have no direct knowledge of the investment
         decisions made by the portfolio managers managing other portions of
         such Purchaser's assets, the representation set forth above shall only
         apply with respect to the portion of assets managed by the portfolio
         manager that made the investment decision to purchase the Securities
         covered by this Agreement. Other than to other Persons party to this
         Agreement, such Purchaser has maintained the confidentiality of all
         disclosures made to it in connection with this transaction (including
         the existence and terms of this transaction).

                                  ARTICLE IV.
                         OTHER AGREEMENTS OF THE PARTIES

         4.1 Transfer Restrictions.

                  (a) The Securities may only be disposed of in compliance with
         state and federal securities laws. In connection with any transfer of
         Securities other than pursuant to an effective registration statement
         or Rule 144, to the Holding Company or to an affiliate of a Purchaser
         or in connection with a pledge as contemplated in Section 4.1(b), the
         Holding Company may require the transferor thereof to provide to the
         Holding Company an opinion of counsel selected by the transferor and
         reasonably acceptable to the Holding Company, the form and substance of
         which opinion shall be reasonably satisfactory to the Holding Company,
         to the effect that such transfer does not require registration of such
         transferred Securities under the Securities Act. As a condition of
         transfer, any such transferee shall agree in writing to be bound by the
         terms of this Agreement and shall have the rights of a Purchaser under
         this Agreement and the Registration Rights Agreement.

                  (b) The Purchasers agree to the imprinting, so long as is
         required by this Section 4.1(b), of a legend on any of the Securities
         in the following form:

                                       20


         THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND
         EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN
         RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
         OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT
         BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
         STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
         EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
         REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE
         STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE
         TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
         ACCEPTABLE TO THE COMPANY. THESE SECURITIES MAY BE PLEDGED IN
         CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED
         BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN
         "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a) UNDER THE SECURITIES
         ACT.

                  The Holding Company acknowledges and agrees that a Purchaser
         may from time to time pledge pursuant to a bona fide margin agreement
         with a registered broker-dealer or grant a security interest in some or
         all of the Securities to a financial institution that is an "accredited
         investor" as defined in Rule 501(a) under the Securities Act and who
         agrees to be bound by the provisions of this Agreement and the
         Registration Rights Agreement and, if required under the terms of such
         arrangement, such Purchaser may transfer pledged or secured Securities
         to the pledgees or secured parties. Such a pledge or transfer would not
         be subject to approval of the Holding Company and no legal opinion of
         legal counsel of the pledgee, secured party or pledgor shall be
         required in connection therewith. Further, no notice shall be required
         of such pledge. At the appropriate Purchaser's expense, the Holding
         Company will execute and deliver such reasonable documentation as a
         pledgee or secured party of Securities may reasonably request in
         connection with a pledge or transfer of the Securities, including, if
         the Securities are subject to registration pursuant to the Registration
         Rights Agreement, the preparation and filing of any required prospectus
         supplement under Rule 424(b)(3) under the Securities Act or other
         applicable provision of the Securities Act to appropriately amend the
         list of Selling Stockholders thereunder.

                  (c) Certificates evidencing the Shares and Warrant Shares
         shall not contain any legend (including the legend set forth in Section
         4.1(b)), (i)(A) as to any Purchaser who is an institutional investor,
         with a Subscription Amount greater than $200,000 on the respective
         Closing Date, while a registration statement (including the
         Registration Statement) covering the resale of such security which is
         effective under the Securities Act and (B) as to all other Purchasers,
         following a sale pursuant to a registration statement (including the
         Registration Statement) covering the resale of such security which is
         effective under the Securities Act, or (ii) following any sale of such
         Shares or Warrant Shares pursuant to Rule 144, or (iii) if such Shares
         or Warrant Shares are eligible for sale under Rule 144(k), or (iv) if
         such legend is not required under applicable requirements of the
         Securities Act (including judicial interpretations and pronouncements
         issued by the Staff of the Commission). The Holding Company shall cause
         its counsel to issue a legal opinion to the Holding Company's transfer
         agent promptly after the Effective Date if


                                       21


         required by the Holding Company's transfer agent to effect the removal
         of the legend hereunder. If all or any portion of a Warrant is
         exercised at a time when there is an effective registration statement
         to cover the resale of the Warrant Shares, such Warrant Shares shall be
         issued free of all legends. The Holding Company agrees that at such
         time as such legend is no longer required under this Section 4.1(c), it
         will, no later than three Trading Days following the delivery by a
         Purchaser to the Holding Company or the Holding Company's transfer
         agent of a certificate representing Shares or Warrant Shares, as the
         case may be, issued with a restrictive legend (such date, the "Legend
         Removal Date"), deliver or cause to be delivered to such Purchaser a
         certificate representing such Securities that is free from all
         restrictive and other legends. The Holding Company may not make any
         notation on its records or give instructions to any transfer agent of
         the Holding Company that enlarge the restrictions on transfer set forth
         in this Section. Certificates for Securities subject to legend removal
         hereunder shall be transmitted by the transfer agent of the Holding
         Company to the Purchasers by crediting the account of the Purchaser's
         prime broker with the Depository Trust Company System.

                  (d) In addition to such Purchaser's other available remedies,
         such Purchaser shall have the right to pursue all remedies available to
         it at law or in equity including, without limitation, a decree of
         specific performance and/or injunctive relief.

                  (e) Each Purchaser, severally and not jointly with the other
         Purchasers, agrees that the removal of the restrictive legend from
         certificates representing Securities as set forth in this Section 4.1
         is predicated upon the Holding Company's reliance that the Purchaser
         will sell any Securities pursuant to either the registration
         requirements of the Securities Act, including any applicable prospectus
         delivery requirements, or an exemption therefrom.

                  (f) Until the one year anniversary of the Effective Date, the
         Holding Company shall not undertake a reverse or forward stock split or
         reclassification of the Common Stock without the prior written consent
         of the Purchasers holding a majority in interest of the Shares;
         provided, however, the Holding Company may undertake a reverse or
         forward stock split or reclassification of the Common Stock as
         described in the Memorandum.

         4.2 Furnishing of Information. So long as any Purchaser owns
Securities, the Holding Company covenants to timely file (or obtain extensions
in respect thereof and file within the applicable grace period) all reports
required to be filed by the Holding Company after the date hereof pursuant to
the Exchange Act. As long as any Purchaser owns Securities, if the Holding
Company is not required to file reports pursuant to the Exchange Act, it will
prepare and furnish to the Purchasers and make publicly available in accordance
with Rule 144(c) such information as is required for the Purchasers to sell the
Securities under Rule 144. The Holding Company further covenants that it will
take such further action as any holder of Securities may reasonably request, all
to the extent required from time to time to enable such Person to sell such
Securities without registration under the Securities Act within the limitation
of the exemptions provided by Rule 144.

                                       22


         4.3 Integration. Neither the Company nor the Holding Company shall
sell, offer for sale or solicit offers to buy or otherwise negotiate in respect
of any security (as defined in Section 2 of the Securities Act) that would be
integrated with the offer or sale of the Securities in a manner that would
require the registration under the Securities Act of the sale of the Securities
to the Purchasers or that would be integrated with the offer or sale of the
Securities for purposes of the rules and regulations of any Trading Market.

         4.4 Securities Laws Disclosure; Publicity. The Holding Company shall,
within one Trading Day of the Reverse Merger Effective Date, issue a press
release, reasonably acceptable to vFinance disclosing the material terms of the
transactions contemplated hereby and the Reverse Merger, and shall, within 4
Trading Days, file a Current Report on Form 8-K attaching the Transaction
Documents thereto (including all exhibits and schedules to the Transaction
Documents). As of the date of the filing of the Registration Statement, the
Holding Company shall make any such disclosures to the extent necessary such
that none of the Purchasers or their agent or counsel, except with such
Purchaser's written consent, are in possession of any information that
constitutes or might constitute material, non-public information. The Company
and vFinance shall consult with each other in issuing any other press releases
with respect to the transactions contemplated hereby. Notwithstanding the
foregoing, the Company shall not publicly disclose the name of any Purchaser, or
include the name of any Purchaser in any filing with the Commission or any
regulatory agency or Trading Market, without the prior written consent of such
Purchaser, except (i) as required by federal securities law in connection with
the registration statement contemplated by the Registration Rights Agreement and
(ii) to the extent such disclosure is required by law or Trading Market
regulations, in which case the Company shall provide the Purchasers with prior
notice of such disclosure permitted under subclause (i) or (ii).

         4.5 Shareholder Rights Plan. No claim will be made or enforced by the
Company, the Holding Company or, to the knowledge of the Company or the Holding
Company, any other Person that any Purchaser is an "Acquiring Person" under any
shareholder rights plan or similar plan or arrangement in effect or hereafter
adopted by the Company or the Holding Company, or that any Purchaser could be
deemed to trigger the provisions of any such plan or arrangement, by virtue of
receiving Securities under the Transaction Documents or under any other
agreement between the Company, the Holding Company and the Purchasers. The
Holding Company shall conduct its business in a manner so that it will not
become subject to the Investment Company Act.

         4.6 Non-Public Information. The Holding Company covenants and agrees
that neither it nor any other Person acting on its behalf will provide any
Purchaser or its agents or counsel with any information that the Holding Company
believes constitutes material non-public information, unless prior thereto such
Purchaser shall have executed a written agreement regarding the confidentiality
and use of such information. The Holding Company understands and confirms that
each Purchaser shall be relying on the foregoing representations in effecting
transactions in securities of the Holding Company.



                                       23


         4.7 Use of Proceeds. Except as set forth in the Memorandum, the Company
shall use the net proceeds from the sale of the Securities hereunder for working
capital purposes and not for the satisfaction of any portion of the Company's
debt (other than payment of trade payables in the ordinary course of the
Company's business and prior practices), to redeem any Common Stock or Common
Stock Equivalents or to settle any outstanding litigation.

         4.8 Indemnification of Purchasers. Subject to the provisions of this
Section 4.8, the Company and the Holding Company, severally and jointly, will
indemnify and hold the Purchasers and their directors, officers, shareholders,
partners, employees and agents (each, a "Purchaser Party") harmless from any and
all losses, liabilities, obligations, claims, contingencies, damages, costs and
expenses, including all judgments, amounts paid in settlements, court costs and
reasonable attorneys' fees and costs of investigation that any such Purchaser
Party may suffer or incur as a result of or relating to (a) any breach of any of
the representations, warranties, covenants or agreements made by the Company or
the Holding Company in this Agreement or in the other Transaction Documents or
(b) any action instituted against a Purchaser, or any of them or their
respective Affiliates, by any stockholder of the Company or the Holding Company
who is not an Affiliate of such Purchaser, with respect to any of the
transactions contemplated by the Transaction Documents (unless such action is
based upon a breach of such Purchaser's representations, warranties or covenants
under the Transaction Documents or any agreements or understandings such
Purchaser may have with any such stockholder or any violations by the Purchaser
of state or federal securities laws or any conduct by such Purchaser which
constitutes fraud, gross negligence, willful misconduct or malfeasance). If any
action shall be brought against any Purchaser Party in respect of which
indemnity may be sought pursuant to this Agreement, such Purchaser Party shall
promptly notify the Company or Holding Company in writing, and the Company or
Holding Company shall have the right to assume the defense thereof with counsel
of its own choosing. Any Purchaser Party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of such Purchaser Party
except to the extent that (i) the employment thereof has been specifically
authorized by the Company or the Holding Company in writing, (ii) the Company or
Holding Company has failed after a reasonable period of time to assume such
defense and to employ counsel or (iii) in such action there is, in the
reasonable opinion of such separate counsel, a material conflict on any material
issue between the position of the Company or the Holding Company and the
position of such Purchaser Party, provided, however, that the Holding Company
and Company shall not be liable pursuant to this sentence for the reasonable
fees and expenses of more than one set of counsel and, if applicable, one set of
local counsel, in any single action or group of related actions arising out of
substantially the same set of operative facts. The Company and the Holding
Company will not be liable to any Purchaser Party under this Agreement (i) for
any settlement by a Purchaser Party effected without the Company's or the
Holding Company's prior written consent, which shall not be unreasonably
withheld or delayed; or (ii) to the extent, but only to the extent that a loss,
claim, damage or liability is attributable to any Purchaser Party's breach of
any of the representations, warranties, covenants or agreements made by the
Purchasers in this Agreement or in the other Transaction Documents.

         4.9 Reservation of Common Stock. The Holding Company shall continue to
reserve and keep available at all times, free of preemptive rights, a sufficient
number of shares of Common Stock for the purpose of enabling the Holding Company
to issue Shares pursuant to this Agreement and Warrant Shares pursuant to any
exercise of the Warrants.

                                       24


         4.10 Listing of Common Stock. The Holding Company will take all action
reasonably necessary to continue the listing and trading of its Common Stock on
a Trading Market and will comply in all respects with the Holding Company's
reporting, filing and other obligations under the bylaws or rules of the Trading
Market. The Holding Company further agrees, if the Holding Company applies to
have the Common Stock traded on any other Trading Market, it will include in
such application all of the Shares and Warrant Shares, and will take such other
action as is necessary to cause all of the Shares and Warrant Shares to be
listed on such other Trading Market as promptly as possible.

         4.11 Equal Treatment of Purchasers. No consideration shall be offered
or paid to any person to amend or consent to a waiver or modification of any
provision of any of the Transaction Documents unless the same consideration is
also offered to all of the parties to the Transaction Documents. For
clarification purposes, this provision constitutes a separate right granted to
each Purchaser by the Company and the Holding Company and negotiated separately
by each Purchaser, and is intended to treat for the Company and the Holding
Company the Purchasers as a class and shall not in any way be construed as the
Purchasers acting in concert or as a group with respect to the purchase,
disposition or voting of Securities or otherwise.

         4.12 Subsequent Equity Sales.

                  (a) From the date hereof until 60 days after the Effective
         Date, neither the Company nor any Subsidiary shall issue shares of
         Common Stock or Common Stock Equivalents; provided, however, the 60 day
         period set forth in this Section 4.12 shall be extended for the number
         of Trading Days during such period in which (i) trading in the Common
         Stock is suspended by any Trading Market, or (ii) following the
         Effective Date, the Registration Statement is not effective or the
         prospectus included in the Registration Statement may not be used by
         the Purchasers for the resale of the Shares and Warrant Shares;
         provided, however, this Section 4.12(a) shall not apply, from August 1,
         2005 until the earlier of (i) the Filing Date (as defined in the
         Registration Rights Agreement) and (ii) the actual filing date of the
         initial Registration Statement, for any issuance of shares of Common
         Stock or Common Stock Equivalents, in the aggregate, equal to the
         difference between $5,000,000 and the aggregate Subscription Amounts
         for the Closings.

                  (b) From the date hereof until the two year anniversary of the
         date hereof, the Company shall be prohibited from effecting or entering
         into an agreement to effect any Subsequent Financing involving a
         "Variable Rate Transaction". The term "Variable Rate Transaction" shall
         mean a transaction in which the Company issues or sells (i) any debt or
         equity securities that are convertible into, exchangeable or
         exercisable for, or include the right to receive additional shares of
         Common Stock either (A) at a conversion, exercise or exchange rate or
         other price that is based upon and/or varies with the trading prices of
         or quotations for the shares of Common Stock at any time after the
         initial issuance of such debt or equity securities, or (B) with a
         conversion, exercise or exchange price that is subject to being reset
         at some future date after the initial issuance of such debt or equity
         security or upon the occurrence of specified or contingent events
         directly or indirectly related to the business of the Company or the
         market for the Common Stock or (ii) enters into any agreement,
         including, but not limited to, an equity line of credit, whereby the
         Company may sell securities at a future determined price. Any Purchaser
         shall be entitled to obtain injunctive relief against the Company to
         preclude any such issuance, which remedy shall be in addition to any
         right to collect damages.

                                       25


                  (c) Notwithstanding the foregoing, this Section 4.12 shall not
         apply in respect of (i) an Exempt Issuance, except that no Variable
         Rate Transaction shall be an Exempt Issuance.

         4.13 Short Sales and Confidentiality. Each Purchaser severally and not
jointly with the other Purchasers covenants that neither it nor any affiliates
acting on its behalf or pursuant to any understanding with it will execute any
Short Sales during the period after the Discussion Time and ending at the time
that the transactions contemplated by this Agreement are first publicly
announced as described in Section 4.4. Each Purchaser, severally and not jointly
with the other Purchasers, covenants that until such time as the transactions
contemplated by this Agreement are publicly disclosed by the Holding Company as
described in Section 4.4, such Purchaser will maintain, the confidentiality of
all disclosures made to it in connection with this transaction (including the
existence and terms of this transaction). Each Purchaser understands and
acknowledges, severally and not jointly with any other Purchaser, that the
Commission currently takes the position that coverage of short sales of shares
of the Common Stock "against the box" prior to the Effective Date of the
Registration Statement with the Securities is a violation of Section 5 of the
Securities Act, as set forth in Item 65, Section 5 under Section A, of the
Manual of Publicly Available Telephone Interpretations, dated July 1997,
compiled by the Office of Chief Counsel, Division of Corporation Finance.
Notwithstanding the foregoing, no Purchaser makes any representation, warranty
or covenant hereby that it will not engage in Short Sales in the securities of
the Company after the time that the transactions contemplated by this Agreement
are first publicly announced as described in Section 4.4. Notwithstanding the
foregoing, in the case of a Purchaser that is a multi-managed investment vehicle
whereby separate portfolio managers manage separate portions of such Purchaser's
assets and the portfolio managers have no direct knowledge of the investment
decisions made by the portfolio managers managing other portions of such
Purchaser's assets, the covenant set forth above shall only apply with respect
to the portion of assets managed by the portfolio manager that made the
investment decision to purchase the Securities covered by this Agreement.

         4.14 Board of Directors. The Holding Company shall cause one designee
from vFinance to serve on the Board of Directors, the Compensation Committee and
the Audit Committee of the Holding Company until the earlier of (a) the date of
the next annual shareholder meeting following the date hereof and (b) May 1,
2006.

                                   ARTICLE V.
                                  MISCELLANEOUS

         5.1 Termination. This Agreement may be terminated by any Purchaser, as
to such Purchaser's obligations hereunder only and without any effect whatsoever
on the obligations between the Company, the Holding Company and the other
Purchasers, by written notice to the other parties, if the First Closing has not
been consummated on or before [June 15,] 2005; provided, however, that no such
termination will affect the right of any party to sue for any breach by the
other party (or parties).

                                       26


         5.2 Fees and Expenses. Except as expressly set forth in the Transaction
Documents to the contrary, each party shall pay the fees and expenses of its
advisers, counsel, accountants and other experts, if any, and all other expenses
incurred by such party incident to the negotiation, preparation, execution,
delivery and performance of this Agreement. The Holding Company shall pay all
stamp and other taxes and duties levied in connection with the delivery of the
Securities.

         5.3 Entire Agreement. The Transaction Documents, together with the
exhibits and schedules thereto, contain the entire understanding of the parties
with respect to the subject matter hereof and supersede all prior agreements and
understandings, oral or written, with respect to such matters, which the parties
acknowledge have been merged into such documents, exhibits and schedules.

         5.4 Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of (a) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile number
set forth on the signature pages attached hereto prior to 5:30 p.m. (New York
City time) on a Trading Day, (b) the next Trading Day after the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile number set forth on the signature pages attached hereto on a day that
is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading
Day, (c) the second Trading Day following the date of mailing, if sent by U.S.
nationally recognized overnight courier service, or (d) upon actual receipt by
the party to whom such notice is required to be given. The address for such
notices and communications shall be as set forth on the signature pages attached
hereto.

         5.5 Amendments; Waivers. No provision of this Agreement may be waived
or amended except in a written instrument signed, in the case of an amendment,
by the Company and each Purchaser or, in the case of a waiver, by the party
against whom enforcement of any such waiver is sought. No waiver of any default
with respect to any provision, condition or requirement of this Agreement shall
be deemed to be a continuing waiver in the future or a waiver of any subsequent
default or a waiver of any other provision, condition or requirement hereof, nor
shall any delay or omission of either party to exercise any right hereunder in
any manner impair the exercise of any such right.

         5.6 Headings The headings herein are for convenience only, do not
constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof. The language used in this Agreement will be deemed
to be the language chosen by the parties to express their mutual intent, and no
rules of strict construction will be applied against any party.



                                       27


         5.7 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties and their successors and permitted assigns.
Neither the Company nor the Holding Company may assign this Agreement or any
rights or obligations hereunder without the prior written consent of each
Purchaser. Any Purchaser may assign any or all of its rights under this
Agreement to any Person to whom such Purchaser assigns or transfers any
Securities, provided such transferee agrees in writing to be bound, with respect
to the transferred Securities, by the provisions hereof that apply to the
"Purchasers".

         5.8 No Third-Party Beneficiaries. This Agreement is intended for the
benefit of the parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced
by, any other Person, except as otherwise set forth in Section 4.8.

         5.9 Governing Law. All questions concerning the construction, validity,
enforcement and interpretation of the Transaction Documents shall be governed by
and construed and enforced in accordance with the internal laws of the State of
New York, without regard to the principles of conflicts of law thereof. Each
party agrees that all legal proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Agreement and
any other Transaction Documents (whether brought against a party hereto or its
respective affiliates, directors, officers, shareholders, employees or agents)
shall be commenced exclusively in the state and federal courts sitting in the
City of New York. Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the City of New York,
borough of Manhattan for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed
herein (including with respect to the enforcement of any of the Transaction
Documents), and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is improper
or inconvenient venue for such proceeding. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such
suit, action or proceeding by mailing a copy thereof via registered or certified
mail or overnight delivery (with evidence of delivery) to such party at the
address in effect for notices to it under this Agreement and agrees that such
service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. The parties hereby waive all
rights to a trial by jury. If either party shall commence an action or
proceeding to enforce any provisions of the Transaction Documents, then the
prevailing party in such action or proceeding shall be reimbursed by the other
party for its attorneys' fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such action or proceeding.

         5.10 Survival. The representations and warranties herein shall survive
each Closing and delivery of the Shares and Warrant Shares.

         5.11 Execution. This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile signature page
were an original thereof.

                                       28


         5.12 Severability. If any provision of this Agreement is held to be
invalid or unenforceable in any respect, the validity and enforceability of the
remaining terms and provisions of this Agreement shall not in any way be
affected or impaired thereby and the parties will attempt to agree upon a valid
and enforceable provision that is a reasonable substitute therefor, and upon so
agreeing, shall incorporate such substitute provision in this Agreement.

         5.13 Rescission and Withdrawal Right. Notwithstanding anything to the
contrary contained in (and without limiting any similar provisions of) the
Transaction Documents, whenever any Purchaser exercises a right, election,
demand or option under a Transaction Documents and the Company or the Holding
Company does not timely perform its related obligations within the periods
therein provided, then such Purchaser may rescind or withdraw, in its sole
discretion from time to time upon written notice to the Company or the Holding
Company, any relevant notice, demand or election in whole or in part without
prejudice to its future actions and rights.

         5.14 Replacement of Securities. If any certificate or instrument
evidencing any Securities is mutilated, lost, stolen or destroyed, the Holding
Company shall issue or cause to be issued in exchange and substitution for and
upon cancellation thereof, or in lieu of and substitution therefor, a new
certificate or instrument, but only upon receipt of evidence reasonably
satisfactory to the Holding Company of such loss, theft or destruction and
customary and reasonable indemnity and bond, if requested. The applicants for a
new certificate or instrument under such circumstances shall also pay any
reasonable third-party costs associated with the issuance of such replacement
Securities.

         5.15 Remedies. In addition to being entitled to exercise all rights
provided herein or granted by law, including recovery of damages, each of the
Purchasers and the Holding Company will be entitled to seek specific performance
under the Transaction Documents. The parties agree that monetary damages may not
be adequate compensation for any loss incurred by reason of any breach of
obligations described in the foregoing sentence.

         5.16 Independent Nature of Purchasers' Obligations and Rights. The
obligations of each Purchaser under any Transaction Document are several and not
joint with the obligations of any other Purchaser, and no Purchaser shall be
responsible in any way for the performance of the obligations of any other
Purchaser under any Transaction Document. Nothing contained herein or in any
Transaction Document, and no action taken by any Purchaser pursuant thereto,
shall be deemed to constitute the Purchasers as a partnership, an association, a
joint venture or any other kind of entity, or create a presumption that the
Purchasers are in any way acting in concert or as a group with respect to such
obligations or the transactions contemplated by the Transaction Documents. Each
Purchaser shall be entitled to independently protect and enforce its rights,
including without limitation the rights arising out of this Agreement or out of
the other Transaction Documents, and it shall not be necessary for any other
Purchaser to be joined as an additional party in any proceeding for such
purpose. Each Purchaser has been represented by its own separate legal counsel
in their review and negotiation of the Transaction Documents. For reasons of
administrative convenience only, Purchasers and their respective counsel have
chosen to communicate with the Company and the Holding Company through FW. FW
does not represent all of the Purchasers but only vFinance. The Company and the
Holding Company have elected to provide all Purchasers with the same terms and
Transaction Documents for the convenience of the Company and the Holding Company
and not because it was required or requested to do so by the Purchasers.

                                       29


         5.17 Construction. The parties agree that each of them and/or their
respective counsel has reviewed and had an opportunity to revise the Transaction
Documents and, therefore, the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed
in the interpretation of the Transaction Documents or any amendments hereto.

                            (Signature Pages Follow)



                                       30



         IN WITNESS WHEREOF, the parties hereto have caused this Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.

NOVELOS THERAPEUTICS, INC.                                   Address for Notice:
                                                             -------------------


By:
   -------------------------------------------
   Name:
   Title:

With a copy to (which shall not constitute notice):




COMMON HORIZONS, INC.                                        Address for Notice:
                                                             -------------------

By:
   -------------------------------------------
   Name:
   Title:


With a copy to (which shall not constitute notice):








                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                      SIGNATURE PAGE FOR PURCHASER FOLLOWS]



                                       31



      [PURCHASER SIGNATURE PAGES TO NOVELOS SECURITIES PURCHASE AGREEMENT]

         IN WITNESS WHEREOF, the undersigned have caused this Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.


Name of Purchaser:
                  -------------------------------------------------------------
Signature of Authorized Signatory of Purchaser:
                                                -------------------------------
Name of Authorized Signatory:
                              -------------------------------------------------
Title of Authorized Signatory:
                               ------------------------------------------------
Email Address of Purchaser:
                           ----------------------------------------------------

Address for Notice of Purchaser:




Address for Delivery of Securities for Purchaser (if not same as above):





Subscription Amount (not less than $25,000):
Warrant Shares:
EIN Number:  [PROVIDE THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]

                                       32





                                                                       EXHIBIT A

                          REGISTRATION RIGHTS AGREEMENT

         This Registration Rights Agreement (this "Agreement") is made and
entered into as of May ___, 2005, among Common Horizons, Inc., a Nevada
corporation (the "Company"), and the purchasers signatory hereto (each such
purchaser is a "Purchaser" and collectively, the "Purchasers").

               This Agreement is made pursuant to the Securities Purchase
Agreement, dated as of the date hereof among the Company and the Purchasers (the
"Purchase Agreement").

               The Company and the Purchasers hereby agree as follows:

        1. Definitions

               CAPITALIZED TERMS USED AND NOT OTHERWISE DEFINED HEREIN THAT ARE
DEFINED IN THE PURCHASE AGREEMENT SHALL HAVE THE MEANINGS GIVEN SUCH TERMS IN
THE PURCHASE AGREEMENT. As used in this Agreement, the following terms shall
have the following meanings:

                     "Advice" shall have the meaning set forth in Section 6(d).

                  "Effectiveness Date" means, with respect to the Registration
         Statement required to be filed hereunder, the earlier of (a) the 180th
         calendar day following the date of the final Closing, and (b) the fifth
         Trading Day following the date on which the Company is notified by the
         Commission that the Registration Statement will not be reviewed or is
         no longer subject to further review and comments.

                  "Effectiveness Period" shall have the meaning set forth in
         Section 2(a).

                  "Event" shall have the meaning set forth in Section 2(b).

                  "Event Date" shall have the meaning set forth in Section 2(b).

                  "Filing Date" means, with respect to the Registration
         Statement required to be filed hereunder, the 60th calendar day
         following the date of the final Closing.

                  "Holder" or "Holders" means the holder or holders, as the case
         may be, from time to time of Registrable Securities.

                  "Indemnified Party" shall have the meaning set forth in
         Section 5(c).

                  "Indemnifying Party" shall have the meaning set forth in
         Section 5(c).

                  "Losses" shall have the meaning set forth in Section 5(a).

                                       1


                  "Plan of Distribution" shall have the meaning set forth in
         Section 2(a).

                  "Proceeding" means an action, claim, suit, investigation or
         proceeding (including, without limitation, an investigation or partial
         proceeding, such as a deposition), whether commenced or threatened.

                  "Prospectus" means the prospectus included in the Registration
         Statement (including, without limitation, a prospectus that includes
         any information previously omitted from a prospectus filed as part of
         an effective registration statement in reliance upon Rule 430A
         promulgated under the Securities Act), as amended or supplemented by
         any prospectus supplement, with respect to the terms of the offering of
         any portion of the Registrable Securities covered by the Registration
         Statement, and all other amendments and supplements to the Prospectus,
         including post-effective amendments, and all material incorporated by
         reference or deemed to be incorporated by reference in such Prospectus.

                  "Registrable Securities" means all of (i) the Shares issuable,
         (ii) the Warrant Shares issuable, and (iii) shares issuable to the
         placement agent pursuant to the warrant issuable to such placement
         agent, together with any shares of Common Stock issued or issuable upon
         any stock split, dividend or other distribution, recapitalization or
         similar event with respect to the foregoing.

                  "Registration Statement" means the registration statements
         required to be filed hereunder, including (in each case) the
         Prospectus, amendments and supplements to the registration statement or
         Prospectus, including pre- and post-effective amendments, all exhibits
         thereto, and all material incorporated by reference or deemed to be
         incorporated by reference in the registration statement.

                   "Rule 415" means Rule 415 promulgated by the Commission
         pursuant to the Securities Act, as such Rule may be amended from time
         to time, or any similar rule or regulation hereafter adopted by the
         Commission having substantially the same purpose and effect as such
         Rule.

                  "Rule 424" means Rule 424 promulgated by the Commission
         pursuant to the Securities Act, as such Rule may be amended from time
         to time, or any similar rule or regulation hereafter adopted by the
         Commission having substantially the same purpose and effect as such
         Rule.

                  "Selling Shareholder Questionnaire" shall have the meaning set
         forth in Section 3(a).

                                       2


        2.        Registration

               (a) On or prior to the Filing Date, the Company shall prepare and
file with the Commission the Registration Statement covering the resale of all
of the Registrable Securities for an offering to be made on a continuous basis
pursuant to Rule 415. The Registration Statement required hereunder shall be on
Form S-3 (except if the Company is not then eligible to use such form, in which
case it may register for resale the Registrable Securities on Form SB-2). The
Registration Statement required hereunder shall contain (except if otherwise
directed by the Holders) substantially the "Plan of Distribution" attached
hereto as Annex A. Subject to the terms of this Agreement, the Company shall use
its best efforts to cause the Registration Statement to be declared effective
under the Securities Act as promptly as possible after the filing thereof, but
in any event not later than the Effectiveness Date, and shall use its best
efforts to keep the Registration Statement continuously effective under the
Securities Act until the date when all Registrable Securities covered by the
Registration Statement have been sold or may be sold without volume restrictions
pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to
a written opinion letter to such effect, addressed and acceptable to the
Company's transfer agent and the affected Holders (the "Effectiveness Period").
The Company shall telephonically request effectiveness of a Registration
Statement as of 5:00 pm Eastern Time on a Trading Day. The Company shall
immediately notify the Holders via facsimile of the effectiveness of the
Registration Statement on the same Trading Day that the Company telephonically
confirms effectiveness with the Commission, which shall be the date requested
for effectiveness of the Registration Statement. The Company shall, by 9:30 am
Eastern Time on the Trading Day after the Effective Date (as defined in the
Purchase Agreement), file a Form 424(b)(5) with the Commission.

               (b) If: (i) a Registration Statement is not filed on or prior to
the Filing Date, or (ii) the Company fails to file with the Commission a request
for acceleration in accordance with Rule 461 promulgated under the Securities
Act, within five Trading Days of the date that the Company is notified (orally
or in writing, whichever is earlier) by the Commission that a Registration
Statement will not be "reviewed," or is not subject to further review, or (iii)
prior to the date when such Registration Statement is first declared effective
by the Commission, the Company fails to file a pre-effective amendment and
otherwise respond in writing to comments made by the Commission in respect of
such Registration Statement within 20 business days after the receipt of
comments by or notice from the Commission that such amendment is required in
order for a Registration Statement to be declared effective, or (iv) a
Registration Statement filed or required to be filed hereunder is not declared
effective by the Commission on or before the Effectiveness Date, or (v) after a
Registration Statement is first declared effective by the Commission, it ceases
for any reason to remain continuously effective as to all Registrable Securities
for which it is required to be effective, or the Holders are not permitted to
utilize the Prospectus therein to resell such Registrable Securities, for in any
such case 10 consecutive calendar days but no more than an aggregate of 15
calendar days during any 12 month period (which need not be consecutive Trading
Days)(any such failure or breach being referred to as an "Event," and for
purposes of clause (i) or (iv) the date on which such Event occurs, or for
purposes of clause (ii) the date on which such five Trading Day period is
exceeded, or for purposes of clause (iii) the date which such 20 business day
period is exceeded, or for purposes of clause (v) the date on which such 10 or
15 calendar day period, as applicable, is exceeded being referred to as "Event
Date"), then in addition to any other rights the Holders may have hereunder or
under applicable law, then, on each such Event Date and on each monthly
anniversary of each such Event Date (if the applicable Event shall not have been
cured by such date) until the applicable Event is cured, the Company shall pay
to each Holder an amount in cash, as partial liquidated damages and not as a
penalty, equal to 2.0% of the aggregate purchase price paid by such Holder
pursuant to the Purchase Agreement for any Registrable Securities then held by
such Holder. If the Company fails to pay any partial liquidated damages pursuant
to this Section in full within seven days after the date payable, the Company
will pay interest thereon at a rate of 15% per annum (or such lesser maximum
amount that is permitted to be paid by applicable law) to the Holder, accruing
daily from the date such partial liquidated damages are due until such amounts,
plus all such interest thereon, are paid in full. The partial liquidated damages
pursuant to the terms hereof shall apply on a daily pro-rata basis for any
portion of a month prior to the cure of an Event.

                                       3


        3. Registration Procedures

               In connection with the Company's registration obligations
hereunder, the Company shall:

         (a) Not less than five Trading Days prior to the filing of the
Registration Statement or any related Prospectus or any amendment or supplement
thereto, the Company shall furnish to the Holders with a Subscription Amount at
least equal to $200,000 copies of all such documents proposed to be filed
(including documents incorporated or deemed incorporated by reference to the
extent requested by such Person) which documents will be subject to the review
of such Holders. Each Holder agrees to furnish to the Company a completed
Questionnaire in the form attached to this Agreement as Annex B (a "Selling
Shareholder Questionnaire") within 5 Trading Days of request of the Company.

         (b) (i) Prepare and file with the Commission such amendments, including
post-effective amendments, to the Registration Statement and the Prospectus used
in connection therewith as may be necessary to keep the Registration Statement
continuously effective as to the applicable Registrable Securities for the
Effectiveness Period and prepare and file with the Commission such additional
Registration Statements in order to register for resale under the Securities Act
all of the Registrable Securities; (ii) cause the related Prospectus to be
amended or supplemented by any required Prospectus supplement, and as so
supplemented or amended to be filed pursuant to Rule 424; (iii) respond as
promptly as reasonably possible to any comments received from the Commission
with respect to the Registration Statement or any amendment thereto and, as
promptly as reasonably possible, upon request, provide the Holders true and
complete copies of all correspondence from and to the Commission relating to the
Registration Statement; and (iv) comply in all material respects with the
provisions of the Securities Act and the Exchange Act with respect to the
disposition of all Registrable Securities covered by the Registration Statement
during the applicable period in accordance with the intended methods of
disposition by the Holders thereof set forth in the Registration Statement as so
amended or in such Prospectus as so supplemented.

         (c) Notify the Holders of Registrable Securities to be sold as promptly
as reasonably possible (i) with respect to the Registration Statement or any
post~effective amendment, when the same has become effective; (ii) of any
request by the Commission or any other Federal or state governmental authority
during the period of effectiveness of the Registration Statement for amendments
or supplements to the Registration Statement or Prospectus; (iii) of the
issuance by the Commission or any other federal or state governmental authority
of any stop order suspending the effectiveness of the Registration Statement
covering any or all of the Registrable


                                       4



Securities or the initiation of any Proceedings for that purpose; (iv) of the
receipt by the Company of any notification with respect to the suspension of the
qualification or exemption from qualification of any of the Registrable
Securities for sale in any jurisdiction, or the initiation or threatening of any
Proceeding for such purpose; and (v) of the occurrence of any event or passage
of time that makes the financial statements included in the Registration
Statement ineligible for inclusion therein or any statement made in the
Registration Statement or Prospectus or any document incorporated or deemed to
be incorporated therein by reference untrue in any material respect or that
requires any revisions to the Registration Statement, Prospectus or other
documents so that, in the case of the Registration Statement or the Prospectus,
as the case may be, it will not contain any untrue statement of a material fact
or omit to state any 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.

         (d) Use best efforts to avoid the issuance of, or, if issued, obtain
the withdrawal of (i) any order suspending the effectiveness of the Registration
Statement, or (ii) any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any
jurisdiction, at the earliest practicable moment.

         (e) Furnish to each Holder, without charge, at least one conformed copy
of the Registration Statement and each amendment thereto, including financial
statements and schedules, all documents incorporated or deemed to be
incorporated therein by reference to the extent requested by such Person, and
all exhibits to the extent requested by such Person (including those previously
furnished or incorporated by reference) promptly after the filing of such
documents with the Commission.

         (f) Promptly deliver to each Holder, without charge, as many copies of
the Prospectus or Prospectuses (including each form of prospectus) and each
amendment or supplement thereto as such Persons may reasonably request in
connection with resales by the Holder of Registrable Securities. Subject to the
terms of this Agreement, the Company hereby consents to the use of such
Prospectus and each amendment or supplement thereto by each of the selling
Holders in connection with the offering and sale of the Registrable Securities
covered by such Prospectus and any amendment or supplement thereto, except after
the giving on any notice pursuant to Section 3(c).

         (g) If NASDR Rule 2710 requires any broker-dealer to make a filing
prior to executing a sale by a Holder, make an Issuer Filing with the NASDR,
Inc. Corporate Financing Department pursuant to NASDR Rule 2710(b)(10)(A)(i) and
respond within five Trading Days to any comments received from NASDR in
connection therewith, and pay the filing fee required in connection therewith.

         (h) Prior to any resale of Registrable Securities by a Holder, use its
commercially reasonable efforts to register or qualify or cooperate with the
selling Holders in connection with the registration or qualification (or
exemption from the Registration or qualification) of such Registrable Securities
for the resale by the Holder under the securities or Blue Sky laws of such
jurisdictions within the United States as any Holder reasonably requests in
writing, to keep the Registration Statement or qualification (or exemption
therefrom) effective during the


                                       5



Effectiveness Period and to do any and all other acts or things reasonably
necessary to enable the disposition in such jurisdictions of the Registrable
Securities covered by the Registration Statement; provided, that the Company
shall not be required to qualify generally to do business in any jurisdiction
where it is not then so qualified, subject the Company to any material tax in
any such jurisdiction where it is not then so subject or file a general consent
to service of process in any such jurisdiction.

         (i) If requested by the Holders, cooperate with the Holders to
facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be delivered to a transferee pursuant to the
Registration Statement, which certificates shall be free, to the extent
permitted by the Purchase Agreement, of all restrictive legends, and to enable
such Registrable Securities to be in such denominations and registered in such
names as any such Holders may request.

         (j) Upon the occurrence of any event contemplated by Section 3(c)(v),
as promptly as reasonably possible, prepare a supplement or amendment, including
a post-effective amendment, to the Registration Statement or a supplement to the
related Prospectus or any document incorporated or deemed to be incorporated
therein by reference, and file any other required document so that, as
thereafter delivered, neither the Registration Statement nor such Prospectus
will contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading. If the
Company notifies the Holders in accordance with clauses (ii) through (v) of
Section 3(c) above to suspend the use of any Prospectus until the requisite
changes to such Prospectus have been made, then the Holders shall suspend use of
such Prospectus. The Company will use its best efforts to ensure that the use of
the Prospectus may be resumed as promptly as is practicable. The Company shall
be entitled to exercise its right under this Section 3(i) to suspend the
availability of a Registration Statement and Prospectus, subject to the payment
of partial liquidated damages pursuant to Section 2(b), for a period not to
exceed 60 days (which need not be consecutive days) in any 12 month period.

         (k) Comply with all applicable rules and regulations of the Commission.

         (l) The Company may require each selling Holder to furnish to the
Company a certified statement as to the number of shares of Common Stock
beneficially owned by such Holder and, if required by the Commission, the person
thereof that has voting and dispositive control over the Shares. During any
periods that the Company is unable to meet its obligations hereunder with
respect to the registration of the Registrable Securities solely because any
Holder fails to furnish such information within three Trading Days of the
Company's request, any liquidated damages that are accruing at such time as to
such Holder only shall be tolled and any Event that may otherwise occur solely
because of such delay shall be suspended as to such Holder only, until such
information is delivered to the Company.

         4. Registration Expenses. All fees and expenses incident to the
performance of or compliance with this Agreement by the Company shall be borne
by the Company whether or not any Registrable Securities are sold pursuant to
the Registration Statement. The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and


                                       6



filing fees (including, without limitation, fees and expenses (A) with respect
to filings required to be made with the Trading Market on which the Common Stock
is then listed for trading, (B) in compliance with applicable state securities
or Blue Sky laws reasonably agreed to by the Company in writing (including,
without limitation, fees and disbursements of counsel for the Company in
connection with Blue Sky qualifications or exemptions of the Registrable
Securities and determination of the eligibility of the Registrable Securities
for investment under the laws of such jurisdictions as requested by the Holders)
and (C) if not previously paid by the Company in connection with an Issuer
Filing, with respect to any filing that may be required to be made by any broker
through which a Holder intends to make sales of Registrable Securities with NASD
Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is
receiving no more than a customary brokerage commission in connection with such
sale, (ii) printing expenses (including, without limitation, expenses of
printing certificates for Registrable Securities and of printing prospectuses if
the printing of prospectuses is reasonably requested by the holders of a
majority of the Registrable Securities included in the Registration Statement),
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Company, (v) Securities Act liability insurance, if the Company
so desires such insurance, and (vi) fees and expenses of all other Persons
retained by the Company in connection with the consummation of the transactions
contemplated by this Agreement. In addition, the Company shall be responsible
for all of its internal expenses incurred in connection with the consummation of
the transactions contemplated by this Agreement (including, without limitation,
all salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit and the fees and expenses
incurred in connection with the listing of the Registrable Securities on any
securities exchange as required hereunder. In no event shall the Company be
responsible for any broker or similar commissions or, except to the extent
provided for in the Transaction Documents, any legal fees or other costs of the
Holders.

        5. Indemnification

               (a) Indemnification by the Company. The Company shall,
notwithstanding any termination of this Agreement, indemnify and hold harmless
each Holder, the officers, directors, agents, brokers (including brokers who
offer and sell Registrable Securities as principal as a result of a pledge or
any failure to perform under a margin call of Common Stock), investment advisors
and employees of each of them, each Person who controls any such Holder (within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act) and the officers, directors, agents and employees of each such controlling
Person, to the fullest extent permitted by applicable law, from and against any
and all losses, claims, damages, liabilities, costs (including, without
limitation, reasonable attorneys' fees) and expenses (collectively, "Losses"),
as incurred, arising out of or relating to any untrue or alleged untrue
statement of a material fact contained in the Registration Statement, any
Prospectus or any form of prospectus or in any amendment or supplement thereto
or in any preliminary prospectus, or arising out of or relating to any omission
or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein (in the case of any Prospectus or form
of prospectus or supplement thereto, in light of the circumstances under which
they were made) not misleading, except to the extent, but only to the extent,
that (i) such untrue statements or omissions are based solely upon information
regarding such Holder furnished in writing to the Company by such Holder
expressly for use therein, or to the extent that such information relates to
such Holder or



                                       7



such Holder's proposed method of distribution of Registrable Securities and was
reviewed and expressly approved in writing by such Holder expressly for use in
the Registration Statement, such Prospectus or such form of Prospectus or in any
amendment or supplement thereto (it being understood that the Holder has
approved Annex A hereto for this purpose) or (ii) in the case of an occurrence
of an event of the type specified in Section 3(c)(ii)-(vi), the use by such
Holder of an outdated or defective Prospectus after the Company has notified
such Holder in writing that the Prospectus is outdated or defective and prior to
the receipt by such Holder of the Advice contemplated in Section 6(d). The
Company shall notify the Holders promptly of the institution of any Proceeding
arising from or in connection with the transactions contemplated by this
Agreement of which the Company is aware.

         (b) Indemnification by Holders. Each Holder shall, severally and not
jointly, indemnify and hold harmless the Company, its directors, officers,
agents and employees, each Person who controls the Company (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the
directors, officers, agents or employees of such controlling Persons, to the
fullest extent permitted by applicable law, from and against all Losses, as
incurred, to the extent arising out of or based solely upon: (x) such Holder's
failure to comply with the prospectus delivery requirements of the Securities
Act or (y) any untrue or alleged untrue statement of a material fact contained
in any Registration Statement, any Prospectus, or any form of prospectus, or in
any amendment or supplement thereto or in any preliminary prospectus, or arising
out of or relating to any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not
misleading (i) to the extent, but only to the extent, that such untrue statement
or omission is contained in any information so furnished in writing by such
Holder to the Company specifically for inclusion in the Registration Statement
or such Prospectus or (ii) to the extent that (1) such untrue statements or
omissions are based solely upon information regarding such Holder furnished in
writing to the Company by such Holder expressly for use therein, or to the
extent that such information relates to such Holder or such Holder's proposed
method of distribution of Registrable Securities and was reviewed and expressly
approved in writing by such Holder expressly for use in the Registration
Statement (it being understood that the Holder has approved Annex A hereto for
this purpose), such Prospectus or such form of Prospectus or in any amendment or
supplement thereto or (2) in the case of an occurrence of an event of the type
specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or
defective Prospectus after the Company has notified such Holder in writing that
the Prospectus is outdated or defective and prior to the receipt by such Holder
of the Advice contemplated in Section 6(d). In no event shall the liability of
any selling Holder hereunder be greater in amount than the dollar amount of the
net proceeds received by such Holder upon the sale of the Registrable Securities
giving rise to such indemnification obligation.

         (c) Conduct of Indemnification Proceedings. If any Proceeding shall be
brought or asserted against any Person entitled to indemnity hereunder (an
"Indemnified Party"), such Indemnified Party shall promptly notify the Person
from whom indemnity is sought (the "Indemnifying Party") in writing, and the
Indemnifying Party shall have the right to assume the defense thereof, including
the employment of counsel reasonably satisfactory to the Indemnified Party and
the payment of all fees and expenses incurred in connection with defense
thereof; provided, that the failure of any Indemnified Party to give such notice
shall not relieve the Indemnifying Party of its obligations or liabilities
pursuant to this Agreement, except (and only) to the extent that it shall be
finally determined by a court of competent jurisdiction (which determination is
not subject to appeal or further review) that such failure shall have prejudiced
the Indemnifying Party.

                                       8


         An Indemnified Party shall have the right to employ separate counsel in
any such Proceeding and to participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such Indemnified Party or
Parties unless: (1) the Indemnifying Party has agreed in writing to pay such
fees and expenses; (2) the Indemnifying Party shall have failed promptly to
assume the defense of such Proceeding and to employ counsel reasonably
satisfactory to such Indemnified Party in any such Proceeding; or (3) the named
parties to any such Proceeding (including any impleaded parties) include both
such Indemnified Party and the Indemnifying Party, and such Indemnified Party
shall reasonably believe that a material conflict of interest is likely to exist
if the same counsel were to represent such Indemnified Party and the
Indemnifying Party (in which case, if such Indemnified Party notifies the
Indemnifying Party in writing that it elects to employ separate counsel at the
expense of the Indemnifying Party, the Indemnifying Party shall not have the
right to assume the defense thereof and the reasonable fees and expenses of one
separate counsel shall be at the expense of the Indemnifying Party, provided,
however, that the Indemnifying Party shall in no event be liable for the
reasonable fees and expenses of more than one legal counsel and, if applicable,
one local counsel in any single action or group of related actions arising out
of the same set of operative facts). The Indemnifying Party shall not be liable
for any settlement of any such Proceeding effected without its written consent,
which consent shall not be unreasonably withheld. No Indemnifying Party shall,
without the prior written consent of the Indemnified Party, effect any
settlement of any pending Proceeding in respect of which any Indemnified Party
is a party, unless such settlement includes an unconditional release of such
Indemnified Party from all liability on claims that are the subject matter of
such Proceeding.

         Subject to the terms of this Agreement, all reasonable fees and
expenses of the Indemnified Party (including reasonable fees and expenses to the
extent incurred in connection with investigating or preparing to defend such
Proceeding in a manner not inconsistent with this Section) shall be paid to the
Indemnified Party, as incurred, within ten Trading Days of written notice
thereof to the Indemnifying Party; provided, that the Indemnified Party shall
promptly reimburse the Indemnifying Party for that portion of such fees and
expenses applicable to such actions for which such Indemnified Party is not
entitled to indemnification hereunder, determined based upon the relative faults
of the parties.

         (d) Contribution. If the indemnification under Section 5(a) or 5(b) is
unavailable to an Indemnified Party or insufficient to hold an Indemnified Party
harmless for any Losses, then each Indemnifying Party shall contribute to the
amount paid or payable by such Indemnified Party, in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party and
Indemnified Party in connection with the actions, statements or omissions that
resulted in such Losses as well as any other relevant equitable considerations.
The relative fault of such Indemnifying Party and Indemnified Party shall be
determined by reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates to
information supplied by, such Indemnifying Party or Indemnified Party, and the


                                       9



parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such action, statement or omission. The amount paid or
payable by a party as a result of any Losses shall be deemed to include, subject
to the limitations set forth in this Agreement, any reasonable attorneys' or
other reasonable fees or expenses incurred by such party in connection with any
Proceeding to the extent such party would have been indemnified for such fees or
expenses if the indemnification provided for in this Section was available to
such party in accordance with its terms.

         The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 5(d) were determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 5(d), no Holder shall be required
to contribute, in the aggregate, any amount in excess of the amount by which the
proceeds actually received by such Holder from the sale of the Registrable
Securities subject to the Proceeding exceeds the amount of any damages that such
Holder has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission, except in the case of fraud by
such Holder.

         The indemnity and contribution agreements contained in this Section are
in addition to any liability that the Indemnifying Parties may have to the
Indemnified Parties.

        6. Miscellaneous

         (a) Remedies. In the event of a breach by the Company or by a Holder,
of any of their obligations under this Agreement, each Holder or the Company, as
the case may be, in addition to being entitled to exercise all rights granted by
law and under this Agreement, including recovery of damages, will be entitled to
seek specific performance of its rights under this Agreement. The Company and
each Holder agree that monetary damages may not provide adequate compensation
for any losses incurred by reason of a breach by it of any of the provisions of
this Agreement.

         (b) No Piggyback on Registrations. Except as set forth on Schedule 6(b)
attached hereto, neither the Company nor any of its security holders (other than
the Holders in such capacity pursuant hereto) may include securities of the
Company in a Registration Statement other than the Registrable Securities. No
Person has any right to cause the Company to effect the registration under the
Securities Act of any securities of the Company. The Company shall not file any
other registration statements until the Registration Statement required
hereunder is declared effective by the Commission, provided that this Section
6(b) shall not prohibit the Company from filing amendments to registration
statements already filed.

         (c) Compliance. Each Holder covenants and agrees that it will comply
with the prospectus delivery requirements of the Securities Act as applicable to
it in connection with sales of Registrable Securities pursuant to the
Registration Statement.

                                       10


         (d) Discontinued Disposition. Each Holder agrees by its acquisition of
such Registrable Securities that, upon receipt of a notice from the Company of
the occurrence of any event of the kind described in Section 3(c), such Holder
will forthwith discontinue disposition of such Registrable Securities under the
Registration Statement until such Holder's receipt of the copies of the
supplemented Prospectus and/or amended Registration Statement, or until it is
advised in writing (the "Advice") by the Company that the use of the applicable
Prospectus may be resumed, and, in either case, has received copies of any
additional or supplemental filings that are incorporated or deemed to be
incorporated by reference in such Prospectus or Registration Statement. The
Company will use its best efforts to ensure that the use of the Prospectus may
be resumed as promptly as it practicable. The Company agrees and acknowledges
that any periods during which the Holder is required to discontinue the
disposition of the Registrable Securities hereunder shall be subject to the
provisions of Section 2(b).

         (e) Piggy-Back Registrations. If at any time during the Effectiveness
Period there is not an effective Registration Statement covering all of the
Registrable Securities and the Company shall determine to prepare and file with
the Commission a registration statement relating to an offering for its own
account or the account of others under the Securities Act of any of its equity
securities, other than on Form S-4 or Form S-8 (each as promulgated under the
Securities Act) or their then equivalents relating to equity securities to be
issued solely in connection with any acquisition of any entity or business or
equity securities issuable in connection with the stock option or other employee
benefit plans, then the Company shall send to each Holder a written notice of
such determination and, if within fifteen days after the date of such notice,
any such Holder shall so request in writing, the Company shall include in such
registration statement all or any part of such Registrable Securities such
Holder requests to be registered, subject to customary underwriter cutbacks
applicable to all holders of registration rights.

         (f) Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given, unless the same shall be in writing and signed by the Company and each
Holder of the then outstanding Registrable Securities. Notwithstanding the
foregoing, a waiver or consent to depart from the provisions hereof with respect
to a matter that relates exclusively to the rights of Holders and that does not
directly or indirectly affect the rights of other Holders may be given by
Holders of all of the Registrable Securities to which such waiver or consent
relates; provided, however, that the provisions of this sentence may not be
amended, modified, or supplemented except in accordance with the provisions of
the immediately preceding sentence.

         (g) Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be delivered as set forth
in the Purchase Agreement.

         (h) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and permitted assigns of each of the
parties and shall inure to the benefit of each Holder. The Company may not
assign its rights or obligations hereunder without the prior written consent of
all of the Holders of the then-outstanding Registrable Securities. Each Holder
may assign their respective rights hereunder in the manner and to the Persons as
permitted under the Purchase Agreement.

                                       11


         (i) No Inconsistent Agreements. Neither the Company nor any of its
subsidiaries has entered, as of the date hereof, nor shall the Company or any of
its subsidiaries, on or after the date of this Agreement, enter into any
agreement with respect to its securities, that would have the effect of
impairing the rights granted to the Holders in this Agreement or otherwise
conflicts with the provisions hereof. Except as set forth on Schedule 6(i),
neither the Company nor any of its subsidiaries has previously entered into any
agreement granting any registration rights with respect to any of its securities
to any Person that have not been satisfied in full.

         (j) Execution and Counterparts. This Agreement may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original and, all of which taken together shall constitute one and the same
Agreement. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature were the original
thereof.

         (k) Governing Law. All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be determined with the
provisions of the Purchase Agreement.

         (l) Cumulative Remedies. The remedies provided herein are cumulative
and not exclusive of any remedies provided by law.

         (m) Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their commercially reasonable efforts to find and employ an
alternative means to achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or restriction. It is hereby
stipulated and declared to be the intention of the parties that they would have
executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void or
unenforceable.

         (n) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

         (o) Independent Nature of Holders' Obligations and Rights. The
obligations of each Holder hereunder are several and not joint with the
obligations of any other Holder hereunder, and no Holder shall be responsible in
any way for the performance of the obligations of any other Holder hereunder.
Nothing contained herein or in any other agreement or document delivered at any
closing, and no action taken by any Holder pursuant hereto or thereto, shall be
deemed to constitute the Holders as a partnership, an association, a joint
venture or any other kind of entity, or create a presumption that the Holders
are in any way acting in concert with respect to such obligations or the
transactions contemplated by this Agreement. Each Holder shall be entitled to
protect and enforce its rights, including without limitation the rights arising
out of this Agreement, and it shall not be necessary for any other Holder to be
joined as an additional party in any proceeding for such purpose.



                                       12






               IN WITNESS WHEREOF, the parties have executed this Registration
Rights Agreement as of the date first written above.

COMMON HORIZONS, INC.


By:
   ---------------------------------------
   Name:
   Title:










                       [SIGNATURE PAGE OF HOLDERS FOLLOWS]


                                       13




                   [SIGNATURE PAGE OF HOLDERS TO NOVELOS RRA]

Name of Holder:
                ----------------------------------------
Signature of Authorized Signatory of Holder:
                                             -----------
Name of Authorized Signatory:
                             ---------------------------
Title of Authorized Signatory:
                              --------------------------


                           [SIGNATURE PAGES CONTINUE]



                                       14




                              Plan of Distribution

         Each Selling Stockholder (the "Selling Stockholders") of the common
stock ("Common Stock") of Common Horizons, Inc., a Nevada corporation (the
"Company") and any of their pledgees, assignees and successors-in-interest may,
from time to time, sell any or all of their shares of Common Stock on the
Trading Market or any other stock exchange, market or trading facility on which
the shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. A Selling Stockholder may use any one or more of the
following methods when selling shares:

         o        ordinary brokerage transactions and transactions in which the
                  broker-dealer solicits purchasers;

         o        block trades in which the broker-dealer will attempt to sell
                  the shares as agent but may position and resell a portion of
                  the block as principal to facilitate the transaction;

         o        purchases by a broker-dealer as principal and resale by the
                  broker-dealer for its account;

         o        an exchange distribution in accordance with the rules of the
                  applicable exchange;

         o        privately negotiated transactions;

         o        settlement of short sales entered into after the date of this
                  prospectus;

         o        broker-dealers may agree with the Selling Stockholders to sell
                  a specified number of such shares at a stipulated price per
                  share;

         o        a combination of any such methods of sale;

         o        through the writing or settlement of options or other hedging
                  transactions, whether through an options exchange or
                  otherwise; or

         o        any other method permitted pursuant to applicable law.

         The Selling Stockholders may also sell shares under Rule 144 under the
Securities Act of 1933, as amended (the "Securities Act"), if available, rather
than under this prospectus.

         Broker-dealers engaged by the Selling Stockholders may arrange for
other brokers-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the Selling Stockholders (or, if any broker-dealer
acts as agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated, but, except as set forth in a supplement to this Prospectus, in the
case of an agency transaction not in excess of a customary brokerage commission
in compliance with NASDR Rule 2440; and in the case of a principal transaction a
markup or markdown in compliance with NASDR IM-2440.

                                       15


         In connection with the sale of the Common Stock or interests therein,
the Selling Stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the
Common Stock in the course of hedging the positions they assume. The Selling
Stockholders may also sell shares of the Common Stock short and deliver these
securities to close out their short positions, or loan or pledge the Common
Stock to broker-dealers that in turn may sell these securities. The Selling
Stockholders may also enter into option or other transactions with
broker-dealers or other financial institutions or the creation of one or more
derivative securities which require the delivery to such broker-dealer or other
financial institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction).

         The Selling Stockholders and any broker-dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales. In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. Each Selling Stockholder has
informed the Company that it does not have any written or oral agreement or
understanding, directly or indirectly, with any person to distribute the Common
Stock.

         The Company is required to pay certain fees and expenses incurred by
the Company incident to the registration of the shares. The Company has agreed
to indemnify the Selling Stockholders against certain losses, claims, damages
and liabilities, including liabilities under the Securities Act.

         Because Selling Stockholders may be deemed to be "underwriters" within
the meaning of the Securities Act, they will be subject to the prospectus
delivery requirements of the Securities Act. In addition, any securities covered
by this prospectus which qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than under this prospectus.
Each Selling Stockholder has advised us that they have not entered into any
written or oral agreements, understandings or arrangements with any underwriter
or broker-dealer regarding the sale of the resale shares. There is no
underwriter or coordinating broker acting in connection with the proposed sale
of the resale shares by the Selling Stockholders.

         We agreed to keep this prospectus effective until the earlier of (i)
the date on which the shares may be resold by the Selling Stockholders without
registration and without regard to any volume limitations by reason of Rule
144(e) under the Securities Act or any other rule of similar effect or (ii) all
of the shares have been sold pursuant to the prospectus or Rule 144 under the
Securities Act or any other rule of similar effect. The resale shares will be
sold only through registered or licensed brokers or dealers if required under
applicable state securities laws. In addition, in certain states, the resale
shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.

         Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the resale shares may not simultaneously
engage in market making activities with respect to the Common Stock for a period
of two business days prior to the commencement of the distribution. In addition,
the Selling Stockholders will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including Regulation M,
which may limit the timing of purchases and sales of shares of the Common Stock
by the Selling Stockholders or any other person. We will make copies of this
prospectus available to the Selling Stockholders and have informed them of the
need to deliver a copy of this prospectus to each purchaser at or prior to the
time of the sale.



                                       16




                                                                         ANNEX B

                              COMMON HORIZONS, INC.

                 SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE

         The undersigned beneficial owner of common stock, par value $0.001 per
share (the "Common Stock"), of Common Horizons, Inc., a Nevada corporation (the
"Company"), (the "Registrable Securities") understands that the Company has
filed or intends to file with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (the "Registration
Statement") for the registration and resale under Rule 415 of the Securities Act
of 1933, as amended (the "Securities Act"), of the Registrable Securities, in
accordance with the terms of the Registration Rights Agreement, dated as of May
__, 2005 (the "Registration Rights Agreement"), among the Company and the
Purchasers named therein. A copy of the Registration Rights Agreement is
available from the Company upon request at the address set forth below. All
capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Registration Rights Agreement.

         Certain legal consequences arise from being named as a selling
securityholder in the Registration Statement and the related prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel regarding the consequences of being
named or not being named as a selling securityholder in the Registration
Statement and the related prospectus.

                                     NOTICE

         The undersigned beneficial owner (the "Selling Securityholder") of
Registrable Securities hereby elects to include the Registrable Securities owned
by it and listed below in Item 3 (unless otherwise specified under such Item 3)
in the Registration Statement.



                                       17



The undersigned hereby provides the following information to the Company and
represents and warrants that such information is accurate:

                                  QUESTIONNAIRE

1.       NAME.

         (a)      Full Legal Name of Selling Securityholder

                  --------------------------------------------------------------

         (b)      Full Legal Name of Registered Holder (if not the same as (a)
                  above) through which Registrable Securities Listed in Item 3
                  below are held:

                  --------------------------------------------------------------

         (c)      Full Legal Name of Natural Control Person (which means a
                  natural person who directly or indirectly alone or with others
                  has power to vote or dispose of the securities covered by the
                  questionnaire):

                  --------------------------------------------------------------



2.  ADDRESS FOR NOTICES TO SELLING SECURITYHOLDER:


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

Telephone:
          ----------------------------------------------------------------------
Fax:
     ---------------------------------------------------------------------------
Contact Person:
                ----------------------------------------------------------------

3.  BENEFICIAL OWNERSHIP OF REGISTRABLE SECURITIES:

         (a) Type and Number of Registrable Securities beneficially owned:


                  --------------------------------------------------------------

                  --------------------------------------------------------------

                  --------------------------------------------------------------

                                       18







4. BROKER-DEALER STATUS:

         (a) Are you a broker-dealer?

                                            Yes [ ]     No [ ]

         (b)      If "yes" to Section 4(a), did you receive your Registrable
                  Securities as compensation for investment banking services to
                  the Company.

                                            Yes [ ]     No [ ]

         Note:    If no, the  Commission's  staff has indicated  that you should
                  be identified as an underwriter in the Registration Statement.

         (c) Are you an affiliate of a broker-dealer?

                                            Yes [ ]     No [ ]

         (d)      If you are an affiliate of a broker-dealer, do you certify
                  that you bought the Registrable Securities in the ordinary
                  course of business, and at the time of the purchase of the
                  Registrable Securities to be resold, you had no agreements or
                  understandings, directly or indirectly, with any person to
                  distribute the Registrable Securities?

                                            Yes [ ]     No [ ]

         Note:    If no, the Commission's staff has indicated that you should be
                  identified as an underwriter in the Registration Statement.

5. BENEFICIAL OWNERSHIP OF OTHER SECURITIES OF THE COMPANY OWNED BY THE SELLING
SECURITYHOLDER.

         Except as set forth below in this Item 5, the undersigned is not the
         beneficial or registered owner of any securities of the Company other
         than the Registrable Securities listed above in Item 3.

         (a)      Type and Amount of Other Securities beneficially owned by the
                  Selling Securityholder:


                  --------------------------------------------------------------

                  --------------------------------------------------------------



                                       19



6.  RELATIONSHIPS WITH THE COMPANY:

         Except as set forth below, neither the undersigned nor any of its
         affiliates, officers, directors or principal equity holders (owners of
         5% of more of the equity securities of the undersigned) has held any
         position or office or has had any other material relationship with the
         Company (or its predecessors or affiliates) during the past three
         years.

         State any exceptions here:


         -----------------------------------------------------------------------

         -----------------------------------------------------------------------



         The undersigned agrees to promptly notify the Company of any
inaccuracies or changes in the information provided herein that may occur
subsequent to the date hereof at any time while the Registration Statement
remains effective.

         By signing below, the undersigned consents to the disclosure of the
information contained herein in its answers to Items 1 through 6 and the
inclusion of such information in the Registration Statement and the related
prospectus and any amendments or supplements thereto. The undersigned
understands that such information will be relied upon by the Company in
connection with the preparation or amendment of the Registration Statement and
the related prospectus.

         IN WITNESS WHEREOF the undersigned, by authority duly given, has caused
this Notice and Questionnaire to be executed and delivered either in person or
by its duly authorized agent.

Dated:                                         Beneficial Owner:
       --------------------------------                          ---------------

                                               By:
                                                    ----------------------------
                                                    Name:
                                                    Title:

PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND
RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:




                                       20



                                                                       EXHIBIT B

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES.

                          COMMON STOCK PURCHASE WARRANT

                To Purchase            Shares of Common Stock of

                              COMMON HORIZONS, INC.

                  THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies
that, for value received,               (the "Holder"), is entitled, upon the
terms and subject to the limitations on exercise and the conditions hereinafter
set forth, at any time on or after the date hereof (the "Initial Exercise Date")
and on or prior to the close of business on the three year anniversary of the
final Closing Date (the "Termination Date") but not thereafter, to subscribe for
and purchase from Common Horizons, Inc., a Nevada corporation (the "Company"),
up to        shares (the "Warrant Shares") of Common Stock, par value $0.001 per
share, of the Company (the "Common Stock"). The purchase price of one share of
Common Stock under this Warrant shall be equal to the Exercise Price, as defined
in Section 2(b).

         Section 1. Definitions. Capitalized terms used and not otherwise
defined herein shall have the meanings set forth in that certain Securities
Purchase Agreement (the "Purchase Agreement"), dated May ____, 2005, among
Novelos Therapeutics, Inc., the Company and the purchasers signatory thereto.

         Section 2. Exercise.

                  a) Exercise of Warrant. Exercise of the purchase rights
         represented by this Warrant may be made, in whole or in part, at any
         time or times on or after the Initial Exercise Date and on or before
         the Termination Date by delivery to the Company of a duly executed
         facsimile copy of the Notice of Exercise Form annexed hereto (or such
         other office or agency of the Company as it may designate by notice in
         writing to the registered Holder at the address of such Holder
         appearing on the books of the Company); provided, however, within 5
         Trading Days of the date said Notice of Exercise is delivered to the
         Company, the Holder shall have surrendered this Warrant to the Company
         and the Company shall have received payment of the aggregate Exercise
         Price of the shares thereby purchased by wire transfer or cashier's
         check drawn on a United States bank.


                                       1



                  b) Exercise Price. The exercise price of the Common Stock
         under this Warrant shall be $2.25, subject to adjustment hereunder (the
         "Exercise Price").

                  c) Cashless Exercise. If at any time after one year from the
         date of issuance of this Warrant there is no effective Registration
         Statement registering, or no current prospectus available for, the
         resale of the Warrant Shares by the Holder, then this Warrant may also
         be exercised at such time by means of a "cashless exercise" in which
         the Holder shall be entitled to receive a certificate for the number of
         Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)]
         by (A), where:

                   (A) = the Closing Price on the Trading Day immediately
                         preceding the date of such election;

                   (B) = the Exercise Price of this Warrant, as adjusted; and

                   (X) = the number of Warrant Shares issuable upon exercise
                         of this Warrant in accordance with the terms of this
                         Warrant by means of a cash exercise rather than a
                         cashless exercise.

                  The Company agrees that it will give the Holder written notice
         that the Warrant is about to expire not less than thirty and not more
         than sixty days before the Termination Date.

         d) Exercise Limitations.

                           i. Holder's Restrictions. At any time after the
                  Common Stock is registered under Section 12 of the Exchange
                  Act, the Holder shall not have the right to exercise any
                  portion of this Warrant, pursuant to Section 2(c) or
                  otherwise, to the extent that after giving effect to such
                  issuance after exercise, the Holder (together with the
                  Holder's affiliates), as set forth on the applicable Notice of
                  Exercise, would beneficially own in excess of 4.99% of the
                  number of shares of the Common Stock outstanding immediately
                  after giving effect to such issuance. For purposes of the
                  foregoing sentence, the number of shares of Common Stock
                  beneficially owned by the Holder and its affiliates shall
                  include the number of shares of Common Stock issuable upon
                  exercise of this Warrant with respect to which the
                  determination of such sentence is being made, but shall
                  exclude the number of shares of Common Stock which would be
                  issuable upon (A) exercise of the remaining, nonexercised
                  portion of this Warrant beneficially owned by the Holder or
                  any of its affiliates and (B) exercise or conversion of the
                  unexercised or nonconverted portion of any other securities of
                  the Company (including, without limitation, any other Shares

                                       2


                  or Warrants) subject to a limitation on conversion or exercise
                  analogous to the limitation contained herein beneficially
                  owned by the Holder or any of its affiliates. Except as set
                  forth in the preceding sentence, for purposes of this Section
                  2(d), beneficial ownership shall be calculated in accordance
                  with Section 13(d) of the Exchange Act, it being acknowledged
                  by Holder that the Company is not representing to Holder that
                  such calculation is in compliance with Section 13(d) of the
                  Exchange Act and Holder is solely responsible for any
                  schedules required to be filed in accordance therewith. To the
                  extent that the limitation contained in this Section 2(d)
                  applies, the determination of whether this Warrant is
                  exercisable (in relation to other securities owned by the
                  Holder) and of which a portion of this Warrant is exercisable
                  shall be in the sole discretion of such Holder, and the
                  submission of a Notice of Exercise shall be deemed to be such
                  Holder's determination of whether this Warrant is exercisable
                  (in relation to other securities owned by such Holder) and of
                  which portion of this Warrant is exercisable, in each case
                  subject to such aggregate percentage limitation, and the
                  Company shall have no obligation to verify or confirm the
                  accuracy of such determination. For purposes of this Section
                  2(d), in determining the number of outstanding shares of
                  Common Stock, the Holder may rely on the number of outstanding
                  shares of Common Stock as reflected in (x) information
                  contained in the Company's most recent filings under the
                  Exchange Act or the Securities Act, (y) a more recent public
                  announcement by the Company or (z) any other notice by the
                  Company or the Company's Transfer Agent setting forth the
                  number of shares of Common Stock outstanding. Upon the written
                  or oral request of the Holder, the Company shall within two
                  Trading Days confirm orally and in writing to the Holder the
                  number of shares of Common Stock then outstanding. In any
                  case, the number of outstanding shares of Common Stock shall
                  be determined after giving effect to the conversion or
                  exercise of securities of the Company, including this Warrant,
                  by the Holder or its affiliates since the date as of which
                  such number of outstanding shares of Common Stock was
                  reported. The provisions of this Section 2(d) may be waived by
                  the Holder, at the election of the Holder, upon not less than
                  61 days' prior notice to the Company, and the provisions of
                  this Section 2(d) shall continue to apply until such 61st day
                  (or such later date, as determined by the Holder, as may be
                  specified in such notice of waiver).

         e) Mechanics of Exercise.

                           i. Authorization of Warrant Shares. The Company
                  covenants that all Warrant Shares which may be issued upon the
                  exercise of the purchase rights represented by this Warrant
                  will, upon exercise of the purchase rights represented by this
                  Warrant, be duly authorized, validly issued, fully paid and
                  nonassessable and free from all taxes, liens and charges in
                  respect of the issue thereof (other than taxes in respect of
                  any transfer occurring contemporaneously with such issue).

                                       3


                           ii. Delivery of Certificates Upon Exercise.
                  Certificates for shares purchased hereunder shall be
                  transmitted by the transfer agent of the Company to the Holder
                  by crediting the account of the Holder's prime broker with the
                  Depository Trust Company through its Deposit Withdrawal Agent
                  Commission ("DWAC") system if the Company is a participant in
                  such system, and otherwise by physical delivery to the address
                  specified by the Holder in the Notice of Exercise within 3
                  Trading Days from the delivery to the Company of the Notice of
                  Exercise Form, surrender of this Warrant and payment of the
                  aggregate Exercise Price as set forth above ("Warrant Share
                  Delivery Date"). This Warrant shall be deemed to have been
                  exercised on the date the Exercise Price is received by the
                  Company. The Warrant Shares shall be deemed to have been
                  issued, and Holder or any other person so designated to be
                  named therein shall be deemed to have become a holder of
                  record of such shares for all purposes, as of the date the
                  Warrant has been exercised by payment to the Company of the
                  Exercise Price and all taxes required to be paid by the
                  Holder, if any, pursuant to Section 2(e)(vii) prior to the
                  issuance of such shares, have been paid.

                           iii. Delivery of New Warrants Upon Exercise. If this
                  Warrant shall have been exercised in part, the Company shall,
                  at the time of delivery of the certificate or certificates
                  representing Warrant Shares, deliver to Holder a new Warrant
                  evidencing the rights of Holder to purchase the unpurchased
                  Warrant Shares called for by this Warrant, which new Warrant
                  shall in all other respects be identical with this Warrant.

                           iv. Rescission Rights. If the Company fails to cause
                  its transfer agent to transmit to the Holder a certificate or
                  certificates representing the Warrant Shares pursuant to this
                  Section 2(e)(iv) by the Warrant Share Delivery Date, then the
                  Holder will have the right to rescind such exercise.

                           v. Compensation for Buy-In on Failure to Timely
                  Deliver Certificates Upon Exercise. In addition to any other
                  rights available to the Holder, if the Company fails to cause
                  its transfer agent to transmit to the Holder a certificate or
                  certificates representing the Warrant Shares pursuant to an
                  exercise on or before the Warrant Share Delivery Date, and if
                  after such date the Holder is required by its broker to
                  purchase (in an open market transaction or otherwise) shares
                  of Common Stock to deliver in satisfaction of a sale by the
                  Holder of the Warrant Shares which the Holder anticipated
                  receiving upon such exercise (a "Buy-In"), then the Company
                  shall (1) pay in cash to the Holder the amount by which (x)
                  the Holder's total purchase price (including brokerage
                  commissions, if any) for the shares of Common Stock so
                  purchased exceeds (y) the amount obtained by multiplying (A)
                  the number of Warrant Shares that the Company was required to
                  deliver to the Holder in connection with the exercise at issue
                  times (B) the price at which the sell order giving rise to


                                       4



                  such purchase obligation was executed, and (2) at the option
                  of the Holder, either reinstate the portion of the Warrant and
                  equivalent number of Warrant Shares for which such exercise
                  was not honored or deliver to the Holder the number of shares
                  of Common Stock that would have been issued had the Company
                  timely complied with its exercise and delivery obligations
                  hereunder. For example, if the Holder purchases Common Stock
                  having a total purchase price of $11,000 to cover a Buy-In
                  with respect to an attempted exercise of shares of Common
                  Stock with an aggregate sale price giving rise to such
                  purchase obligation of $10,000, under clause (1) of the
                  immediately preceding sentence the Company shall be required
                  to pay the Holder $1,000. The Holder shall provide the Company
                  written notice indicating the amounts payable to the Holder in
                  respect of the Buy-In, together with applicable confirmations
                  and other evidence reasonably requested by the Company.
                  Nothing herein shall limit a Holder's right to pursue any
                  other remedies available to it hereunder, at law or in equity
                  including, without limitation, a decree of specific
                  performance and/or injunctive relief with respect to the
                  Company's failure to timely deliver certificates representing
                  shares of Common Stock upon exercise of the Warrant as
                  required pursuant to the terms hereof.

                           vi. No Fractional Shares or Scrip. No fractional
                  shares or scrip representing fractional shares shall be issued
                  upon the exercise of this Warrant. As to any fraction of a
                  share which Holder would otherwise be entitled to purchase
                  upon such exercise, the Company shall pay a cash adjustment in
                  respect of such final fraction in an amount equal to such
                  fraction multiplied by the Exercise Price.

                           vii. Charges, Taxes and Expenses. Issuance of
                  certificates for Warrant Shares shall be made without charge
                  to the Holder for any issue or transfer tax or other
                  incidental expense in respect of the issuance of such
                  certificate, all of which taxes and expenses shall be paid by
                  the Company, and such certificates shall be issued in the name
                  of the Holder or in such name or names as may be directed by
                  the Holder; provided, however, that in the event certificates
                  for Warrant Shares are to be issued in a name other than the
                  name of the Holder, this Warrant when surrendered for exercise
                  shall be accompanied by the Assignment Form attached hereto
                  duly executed by the Holder; and the Company may require, as a
                  condition thereto, the payment of a sum sufficient to
                  reimburse it for any transfer tax incidental thereto.

                           viii. Closing of Books. The Company will not close
                  its stockholder books or records in any manner which prevents
                  the timely exercise of this Warrant, pursuant to the terms
                  hereof.


                                       5


         Section 3. Certain Adjustments.

                           a) Stock Dividends and Splits. If the Company, at any
                  time while this Warrant is outstanding: (A) pays a stock
                  dividend or otherwise make a distribution or distributions on
                  shares of its Common Stock or any other equity or equity
                  equivalent securities payable in shares of Common Stock
                  (which, for avoidance of doubt, shall not include any shares
                  of Common Stock issued by the Company pursuant to this
                  Warrant), (B) subdivides outstanding shares of Common Stock
                  into a larger number of shares, (C) combines (including by way
                  of reverse stock split) outstanding shares of Common Stock
                  into a smaller number of shares, or (D) issues by
                  reclassification of shares of the Common Stock any shares of
                  capital stock of the Company, then in each case the Exercise
                  Price shall be multiplied by a fraction of which the numerator
                  shall be the number of shares of Common Stock (excluding
                  treasury shares, if any) outstanding immediately before such
                  event and of which the denominator shall be the number of
                  shares of Common Stock outstanding immediately after such
                  event and the number of shares issuable upon exercise of this
                  Warrant shall be proportionately adjusted. Any adjustment made
                  pursuant to this Section 3(a) shall become effective
                  immediately after the record date for the determination of
                  stockholders entitled to receive such dividend or distribution
                  and shall become effective immediately after the effective
                  date in the case of a subdivision, combination or
                  re-classification.

                           b) Subsequent Equity Sales. If the Company or any
                  Subsidiary thereof, as applicable, at any time while this
                  Warrant is outstanding, shall offer, sell, grant any option to
                  purchase or offer, sell or grant any right to reprice its
                  securities, or otherwise dispose of or issue (or announce any
                  offer, sale, grant or any option to purchase or other
                  disposition) any Common Stock or Common Stock Equivalents
                  entitling any Person to acquire shares of Common Stock, at an
                  effective price per share less than the then Exercise Price
                  (such lower price, the "Base Share Price" and such issuances
                  collectively, a "Dilutive Issuance"), as adjusted hereunder
                  (if the holder of the Common Stock or Common Stock Equivalents
                  so issued shall at any time, whether by operation of purchase
                  price adjustments, reset provisions, floating conversion,
                  exercise or exchange prices or otherwise, or due to warrants,
                  options or rights per share which is issued in connection with
                  such issuance, be entitled to receive shares of Common Stock
                  at an effective price per share which is less than the
                  Exercise Price, such issuance shall be deemed to have occurred
                  for less than the Exercise Price on such date of the Dilutive
                  Issuance), then, the Exercise Price shall be reduced and only
                  reduced to equal the Base Share Price and the number of
                  Warrant Shares issuable hereunder shall be increased such that
                  the aggregate Exercise Price payable hereunder, after taking
                  into account the decrease in the Exercise Price, shall be
                  equal to the aggregate Exercise Price prior to such
                  adjustment. Such adjustment shall be made whenever such Common
                  Stock or Common Stock Equivalents are issued. Notwithstanding
                  the foregoing, no adjustments shall be made, paid or issued
                  under this Section 3(b) in respect of an Exempt Issuance. The
                  Company shall notify the Holder in writing, no later than the
                  Trading Day following the issuance of any Common Stock or
                  Common Stock Equivalents subject to this section, indicating
                  therein the applicable issuance price, or of applicable reset
                  price, exchange price, conversion price and other pricing
                  terms (such notice the "Dilutive Issuance Notice"). For
                  purposes of clarification, whether or not the Company provides
                  a Dilutive Issuance Notice pursuant to this Section 3(b), upon
                  the occurrence of any Dilutive Issuance, after the date of
                  such Dilutive Issuance the Holder is entitled to receive a
                  number of Warrant Shares based upon the Base Share Price
                  regardless of whether the Holder accurately refers to the Base
                  Share Price in the Notice of Exercise.

                                       6


                           c) Pro Rata Distributions. If the Company, at any
                  time prior to the Termination Date, shall distribute to all
                  holders of Common Stock (and not to Holders of the Warrants)
                  evidences of its indebtedness or assets (including cash and
                  cash dividends) or rights or warrants to subscribe for or
                  purchase any security other than the Common Stock (which shall
                  be subject to Section 3(b)), then in each such case the
                  Exercise Price shall be adjusted by multiplying the Exercise
                  Price in effect immediately prior to the record date fixed for
                  determination of stockholders entitled to receive such
                  distribution by a fraction of which the denominator shall be
                  the Closing Price determined as of the record date mentioned
                  above, and of which the numerator shall be such Closing Price
                  on such record date less the then per share fair market value
                  at such record date of the portion of such assets or evidence
                  of indebtedness so distributed applicable to one outstanding
                  share of the Common Stock as determined by the Board of
                  Directors in good faith. In either case the adjustments shall
                  be described in a statement provided to the Holder of the
                  portion of assets or evidences of indebtedness so distributed
                  or such subscription rights applicable to one share of Common
                  Stock. Such adjustment shall be made whenever any such
                  distribution is made and shall become effective immediately
                  after the record date mentioned above.

                           d) Fundamental Transaction. If, at any time while
                  this Warrant is outstanding, (A) the Company effects any
                  merger or consolidation of the Company with or into another
                  Person, (B) the Company effects any sale of all or
                  substantially all of its assets in one or a series of related
                  transactions, (C) any tender offer or exchange offer (whether
                  by the Company or another Person) is completed pursuant to
                  which holders of Common Stock are permitted to tender or
                  exchange their shares for other securities, cash or property,
                  or (D) the Company effects any reclassification of the Common
                  Stock or any compulsory share exchange pursuant to which the
                  Common Stock is effectively converted into or exchanged for
                  other securities, cash or property (in any such case, a
                  "Fundamental Transaction"), then, upon any subsequent exercise
                  of this Warrant, the Holder shall have the right to receive,
                  for each Warrant Share that would have been issuable upon such
                  exercise immediately prior to the occurrence of such
                  Fundamental Transaction, at the option of the Holder, (a) upon
                  exercise of this Warrant, the number of shares of Common Stock
                  of the successor or acquiring corporation or of the Company,
                  if it is the surviving corporation, and any additional
                  consideration (the "Alternate Consideration") receivable upon
                  or as a result of such reorganization, reclassification,
                  merger, consolidation or disposition of assets by a Holder of
                  the number of shares of Common Stock for which this Warrant is
                  exercisable immediately prior to such event or (b) if the
                  Company is acquired in an all cash transaction, cash equal to
                  the value of this Warrant as determined in accordance with the
                  Black-Scholes option pricing formula. For purposes of any such
                  exercise, the determination of the Exercise Price shall be
                  appropriately adjusted to apply to such Alternate
                  Consideration based on the amount of Alternate Consideration
                  issuable in respect of one share of Common Stock in such
                  Fundamental Transaction, and the Company shall apportion the
                  Exercise Price among the Alternate Consideration in a
                  reasonable manner reflecting the relative value of any
                  different components of the Alternate Consideration. If
                  holders of Common Stock are


                                       7






                  given any choice as to the securities, cash or property to be
                  received in a Fundamental Transaction, then the Holder shall
                  be given the same choice as to the Alternate Consideration it
                  receives upon any exercise of this Warrant following such
                  Fundamental Transaction. To the extent necessary to effectuate
                  the foregoing provisions, any successor to the Company or
                  surviving entity in such Fundamental Transaction shall issue
                  to the Holder a new warrant consistent with the foregoing
                  provisions and evidencing the Holder's right to exercise such
                  warrant into Alternate Consideration. The terms of any
                  agreement pursuant to which a Fundamental Transaction is
                  effected shall include terms requiring any such successor or
                  surviving entity to comply with the provisions of this Section
                  3(d) and insuring that this Warrant (or any such replacement
                  security) will be similarly adjusted upon any subsequent
                  transaction analogous to a Fundamental Transaction.

                           e) Calculations. All calculations under this Section
                  3 shall be made to the nearest cent or the nearest 1/100th of
                  a share, as the case may be. For purposes of this Section 3,
                  the number of shares of Common Stock deemed to be issued and
                  outstanding as of a given date shall be the sum of the number
                  of shares of Common Stock (excluding treasury shares, if any)
                  issued and outstanding.

                           f) Voluntary Adjustment By Company. The Company may
                  at any time during the term of this Warrant reduce the then
                  current Exercise Price to any amount and for any period of
                  time deemed appropriate by the Board of Directors of the
                  Company.

                           g) Notice to Holders.

                                    i. Adjustment to Exercise Price. Whenever
                           the Exercise Price is adjusted pursuant to this
                           Section 3, the Company shall promptly mail to each
                           Holder a notice setting forth the Exercise Price
                           after such adjustment and setting forth a brief
                           statement of the facts requiring such adjustment. If
                           the Company issues a variable rate security, despite
                           the prohibition thereon in the Purchase Agreement,
                           the Company shall be deemed to have issued Common
                           Stock or Common Stock Equivalents at the lowest
                           possible conversion or exercise price at which such
                           securities may be converted or exercised on the date
                           of such issuance in the case of a Variable Rate
                           Transaction (as defined in the Purchase Agreement).

                                    ii. Notice to Allow Exercise by Holder. If
                           (A) the Company shall declare a dividend (or any
                           other distribution) on the Common Stock; (B) the
                           Company shall declare a special nonrecurring cash
                           dividend on or a redemption of the Common Stock; (C)
                           the Company shall authorize the granting to all
                           holders of the Common Stock rights or warrants to
                           subscribe for or purchase any shares of capital stock
                           of any class or of any rights; (D) the approval of
                           any stockholders of the Company shall be required in
                           connection with any reclassification of the Common
                           Stock, any consolidation or merger to which the
                           Company is a party, any sale or transfer of all or
                           substantially all of the assets of the Company, of
                           any compulsory share exchange whereby the Common
                           Stock is converted into


                                       8



                           other securities, cash or property; (E) the Company
                           shall authorize the voluntary or involuntary
                           dissolution, liquidation or winding up of the affairs
                           of the Company; then, in each case, the Company shall
                           cause to be mailed to the Holder at its last address
                           as it shall appear upon the Warrant Register of the
                           Company, at least 20 calendar days prior to the
                           applicable record or effective date hereinafter
                           specified, a notice stating (x) the date on which a
                           record is to be taken for the purpose of such
                           dividend, distribution, redemption, rights or
                           warrants, or if a record is not to be taken, the date
                           as of which the holders of the Common Stock of record
                           to be entitled to such dividend, distributions,
                           redemption, rights or warrants are to be determined
                           or (y) the date on which such reclassification,
                           consolidation, merger, sale, transfer or share
                           exchange is expected to become effective or close,
                           and the date as of which it is expected that holders
                           of the Common Stock of record shall be entitled to
                           exchange their shares of the Common Stock for
                           securities, cash or other property deliverable upon
                           such reclassification, consolidation, merger, sale,
                           transfer or share exchange; provided, that the
                           failure to mail such notice or any defect therein or
                           in the mailing thereof shall not affect the validity
                           of the corporate action required to be specified in
                           such notice. The Holder is entitled to exercise this
                           Warrant during the 20-day period commencing on the
                           date of such notice to the effective date of the
                           event triggering such notice.

         Section 4. Transfer of Warrant.

         a) Transferability. Subject to compliance with any applicable
securities laws and the conditions set forth in Sections 5(a) and 4(d) hereof
and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and
all rights hereunder are transferable, in whole or in part, upon surrender of
this Warrant at the principal office of the Company, together with a written
assignment of this Warrant substantially in the form attached hereto duly
executed by the Holder or its agent or attorney and funds sufficient to pay any
transfer taxes payable upon the making of such transfer. Upon such surrender
and, if required, such payment, the Company shall execute and deliver a new
Warrant or Warrants in the name of the assignee or assignees and in the
denomination or denominations specified in such instrument of assignment, and
shall issue to the assignor a new Warrant evidencing the portion of this Warrant
not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if
properly assigned, may be exercised by a new holder for the purchase of Warrant
Shares without having a new Warrant issued.

         b) New Warrants. This Warrant may be divided or combined with other
Warrants upon presentation hereof at the aforesaid office of the Company,
together with a written notice specifying the names and denominations in which
new Warrants are to be issued, signed by the Holder or its agent or attorney.
Subject to compliance with Section 4(a), as to any transfer which may be
involved in such division or combination, the Company shall execute and deliver
a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided
or combined in accordance with such notice.

                                       9


         c) Warrant Register. The Company shall register this Warrant, upon
records to be maintained by the Company for that purpose (the "Warrant
Register"), in the name of the record Holder hereof from time to time. The
Company may deem and treat the registered Holder of this Warrant as the absolute
owner hereof for the purpose of any exercise hereof or any distribution to the
Holder, and for all other purposes, absent actual notice to the contrary.

         d) Transfer Restrictions. If, at the time of the surrender of this
Warrant in connection with any transfer of this Warrant, the transfer of this
Warrant shall not be registered pursuant to an effective registration statement
under the Securities Act and under applicable state securities or blue sky laws,
the Company may require, as a condition of allowing such transfer (i) that the
Holder or transferee of this Warrant, as the case may be, furnish to the Company
a written opinion of counsel (which opinion shall be in form, substance and
scope customary for opinions of counsel in comparable transactions) to the
effect that such transfer may be made without registration under the Securities
Act and under applicable state securities or blue sky laws, (ii) that the holder
or transferee execute and deliver to the Company an investment letter in form
and substance acceptable to the Company and (iii) that the transferee be an
"accredited investor" as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or
(a)(8) promulgated under the Securities Act or a qualified institutional buyer
as defined in Rule 144A(a) under the Securities Act.

         Section 5. Miscellaneous.

         a) Title to Warrant. Prior to the Termination Date and subject to
compliance with applicable laws and Section 4 of this Warrant, this Warrant and
all rights hereunder are transferable, in whole or in part, at the office or
agency of the Company by the Holder in person or by duly authorized attorney,
upon surrender of this Warrant together with the Assignment Form annexed hereto
properly endorsed. The transferee shall sign an investment letter in form and
substance reasonably satisfactory to the Company.

         b) No Rights as Shareholder Until Exercise. This Warrant does not
entitle the Holder to any voting rights or other rights as a shareholder of the
Company prior to the exercise hereof. Upon the surrender of this Warrant and the
payment of the aggregate Exercise Price (or by means of a cashless exercise),
the Warrant Shares so purchased shall be and be deemed to be issued to such
Holder as the record owner of such shares as of the close of business on the
later of the date of such surrender or payment.

         c) Loss, Theft, Destruction or Mutilation of Warrant. The Company
covenants that upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock
certificate relating to the Warrant Shares, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it (which, in
the case of the Warrant, shall not include the posting of any bond), and upon
surrender and cancellation of such Warrant or stock certificate, if mutilated,
the Company will make and deliver a new Warrant or stock certificate of like
tenor and dated as of such cancellation, in lieu of such Warrant or stock
certificate.

                                       10


         d) Saturdays, Sundays, Holidays, etc. If the last or appointed day for
the taking of any action or the expiration of any right required or granted
herein shall be a Saturday, Sunday or a legal holiday, then such action may be
taken or such right may be exercised on the next succeeding day not a Saturday,
Sunday or legal holiday.

         e) Authorized Shares.

                  The Company covenants that during the period the Warrant is
         outstanding, it will reserve from its authorized and unissued Common
         Stock a sufficient number of shares to provide for the issuance of the
         Warrant Shares upon the exercise of any purchase rights under this
         Warrant. The Company further covenants that its issuance of this
         Warrant shall constitute full authority to its officers who are charged
         with the duty of executing stock certificates to execute and issue the
         necessary certificates for the Warrant Shares upon the exercise of the
         purchase rights under this Warrant. The Company will take all such
         reasonable action as may be necessary to assure that such Warrant
         Shares may be issued as provided herein without violation of any
         applicable law or regulation, or of any requirements of the Trading
         Market upon which the Common Stock may be listed.

                  Except and to the extent as waived or consented to by the
         Holder, the Company shall not by any action, including, without
         limitation, amending its certificate of incorporation or through any
         reorganization, transfer of assets, consolidation, merger, dissolution,
         issue or sale of securities or any other voluntary action, avoid or
         seek to avoid the observance or performance of any of the terms of this
         Warrant, but will at all times in good faith assist in the carrying out
         of all such terms and in the taking of all such actions as may be
         necessary or appropriate to protect the rights of Holder as set forth
         in this Warrant against impairment. Without limiting the generality of
         the foregoing, the Company will (a) not increase the par value of any
         Warrant Shares above the amount payable therefor upon such exercise
         immediately prior to such increase in par value, (b) take all such
         action as may be necessary or appropriate in order that the Company may
         validly and legally issue fully paid and nonassessable Warrant Shares
         upon the exercise of this Warrant, and (c) use commercially reasonable
         efforts to obtain all such authorizations, exemptions or consents from
         any public regulatory body having jurisdiction thereof as may be
         necessary to enable the Company to perform its obligations under this
         Warrant.

                  Before taking any action which would result in an adjustment
         in the number of Warrant Shares for which this Warrant is exercisable
         or in the Exercise Price, the Company shall obtain all such
         authorizations or exemptions thereof, or consents thereto, as may be
         necessary from any public regulatory body or bodies having jurisdiction
         thereof.

         f) Jurisdiction. All questions concerning the construction, validity,
enforcement and interpretation of this Warrant shall be determined in accordance
with the provisions of the Purchase Agreement.

                                       11


         g) Restrictions. The Holder acknowledges that the Warrant Shares
acquired upon the exercise of this Warrant, if not registered, will have
restrictions upon resale imposed by state and federal securities laws.

         h) Nonwaiver and Expenses. No course of dealing or any delay or failure
to exercise any right hereunder on the part of Holder shall operate as a waiver
of such right or otherwise prejudice Holder's rights, powers or remedies,
notwithstanding the fact that all rights hereunder terminate on the Termination
Date. If the Company willfully and knowingly fails to comply with any provision
of this Warrant, which results in any material damages to the Holder, the
Company shall pay to Holder such amounts as shall be sufficient to cover any
costs and expenses including, but not limited to, reasonable attorneys' fees,
including those of appellate proceedings, incurred by Holder in collecting any
amounts due pursuant hereto or in otherwise enforcing any of its rights, powers
or remedies hereunder.

         i) Notices. Any notice, request or other document required or permitted
to be given or delivered to the Holder by the Company shall be delivered in
accordance with the notice provisions of the Purchase Agreement.

         j) Limitation of Liability. No provision hereof, in the absence of any
affirmative action by Holder to exercise this Warrant or purchase Warrant
Shares, and no enumeration herein of the rights or privileges of Holder, shall
give rise to any liability of Holder for the purchase price of any Common Stock
or as a stockholder of the Company, whether such liability is asserted by the
Company or by creditors of the Company.

         k) Remedies. Holder, in addition to being entitled to exercise all
rights granted by law, including recovery of damages, will be entitled to seek
specific performance of its rights under this Warrant. The Company agrees that
monetary damages may not be adequate compensation for any loss incurred by
reason of a breach by it of the provisions of this Warrant.

         l) Successors and Assigns. Subject to applicable securities laws, this
Warrant and the rights and obligations evidenced hereby shall inure to the
benefit of and be binding upon the successors of the Company and the successors
and permitted assigns of Holder. The provisions of this Warrant are intended to
be for the benefit of all Holders from time to time of this Warrant and shall be
enforceable by any such Holder or holder of Warrant Shares.

         m) Amendment. This Warrant may be modified or amended or the provisions
hereof waived with the written consent of the Company and the Holder.

         n) Severability. Wherever possible, each provision of this Warrant
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Warrant shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provisions or the remaining provisions of this Warrant.

                                       12


         o) Headings. The headings used in this Warrant are for the convenience
of reference only and shall not, for any purpose, be deemed a part of this
Warrant.


                              ********************


                                       13



                  IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by its officer thereunto duly authorized.


Dated:  May  __, 2005

                                   COMMON HORIZONS, INC.


                                   By:
                                      -----------------------------
                                      Name:
                                      Title:






                                       14





                               NOTICE OF EXERCISE

To:      COMMON HORIZONS, INC.

         (1)______The undersigned hereby elects to purchase ________ Warrant
Shares of the Company pursuant to the terms of the attached Warrant (only if
exercised in full), and tenders herewith payment of the exercise price in full,
together with all applicable transfer taxes, if any.

         (2)______Payment shall take the form of (check applicable box):

                  [ ] in lawful money of the United States; or

                  [ ] the cancellation of such number of Warrant Shares as is
                  necessary, in accordance with the formula set forth in
                  subsection 2(c), to exercise this Warrant with respect to the
                  maximum number of Warrant Shares purchasable pursuant to the
                  cashless exercise procedure set forth in subsection 2(c).

         (3)______Please issue a certificate or certificates representing said
Warrant Shares in the name of the undersigned or in such other name as is
specified below:

                  ----------------------------------------

The Warrant Shares shall be delivered to the following:

                  ----------------------------------------

                  ----------------------------------------

                  ----------------------------------------

         (4) Accredited Investor. The undersigned is an "accredited investor" as
defined in Regulation D promulgated under the Securities Act of 1933, as
amended.


[SIGNATURE OF HOLDER]
Name of Investing Entity:
                          -----------------------------------------------------

Signature of Authorized Signatory of Investing Entity:
                                                       ------------------------

Name of Authorized Signatory:
                              -------------------------------------------------

Title of Authorized Signatory:
                              -------------------------------------------------

Date:
      -------------------------------------------------------------------------












                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)



         FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced
thereby are hereby assigned to


                                               whose address is
-----------------------------------------------

---------------------------------------------------------------.



---------------------------------------------------------------


                                             Dated:         ,
                                                   --------  ---


                  Holder's Signature:
                                      --------------------------


                  Holder's Address:
                                      --------------------------

                                      --------------------------

Signature Guaranteed:
                       -----------------------------------------


NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.