SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


   Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934


                       Date of Report: September 30, 2005
                        (Date of earliest event reported)


                           NOVELOS THERAPEUTICS, INC.
             (Exact name of registrant as specified in its charter)


           Delaware                    333-119366             04-3321804
(State or other jurisdiction of   (Commission File No.)     (IRS Employer
        incorporation)                                   Identification No.)


                          One Gateway Center, Suite 504
                                Newton, MA 02458
                    (Address of Principal Executive Offices)


                                 (617) 244-1616
               (Registrant's telephone number including area code)


          (Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:


[ ]    Written communications pursuant to Rule 425 under the Securities Act
       (17 CFR 230.425)

[ ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act
       (17 CFR 240.14a-12)

[ ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the
       Exchange Act (17 CFR 240.14d-2(b))

[ ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the
       Exchange Act (17 CFR 240.13e-4(c))









ITEM 3.02    UNREGISTERED SALES OF EQUITY SECURITIES

         The issuances described below were made by Novelos Therapeutics, Inc.
(the "Company") in reliance upon the exemptions from registration provided under
Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"),
and/or Regulation D promulgated thereunder.

         On September 30, 2005, the Company sold 3,000 shares of its Series A 8%
Cumulative Convertible Preferred Stock, par value $.00001 per share (the "Series
A Preferred"), to three related institutional investors pursuant to Subscription
Agreements in the form annexed hereto as Exhibit 1 and incorporated herein by
reference. The Series A Preferred has a stated value of $1,000 per share and was
sold for a purchase price equal to the stated value. The Series A Preferred is
not redeemable at the option of the holder but may, provided a registration
statement is effective under the Securities Act with respect to the common
stock, par value $.00001 per share (the "Common Stock"), of the Company into
which such Series A Preferred is convertible, be redeemed by the Company at its
option for 120% of the stated value thereof plus any accrued but unpaid
dividends upon 30 days' prior written notice, during which time such Series A
Preferred may be converted. The Series A Preferred has a dividend rate of 8% per
annum, payable quarterly, which rate increases to 20% per annum on the second
anniversary of the issuance and upon the occurrence of certain events of default
specified in the Certificate of Designations relating to the Series A Preferred
(the "Certificate of Designations"), a copy of which is annexed hereto as
Exhibit 2 and incorporated herein by reference. Such dividends may be paid in
cash or in additional shares of Series A Preferred valued at the stated value
thereof. The Series A Preferred is convertible into Common Stock at the
conversion rate of one share of Common Stock for each $1.65 of stated value or
accrued but unpaid dividends converted, subject to adjustment in certain cases
as set forth in the Certificate of Designations. In conjunction with the
issuance of the Series A Preferred to the investors, the Company also issued to
them, for no additional consideration, 5-year warrants (the "Warrants") to
purchase Common Stock at the exercise price of $2.00 per share, subject to
adjustment in certain cases as set forth in the Warrants, the form of which is
annexed hereto as Exhibit 3 and incorporated herein by reference. The aggregate
number of shares of Common Stock covered by the Warrants equals, at the date of
issuance thereof, one-half the number of shares of Common Stock issuable upon
the full conversion of the Series A Preferred on such date. The Company has
agreed to file a registration statement under the Securities Act covering the
Common Stock issuable upon conversion of the Series A Preferred and exercise of
the Warrants within 30 days of the issuance of such Series A Preferred and
Warrants and to cause it to become effective within 120 days of such issuance.
The Company has also granted the investors back-up demand and piggyback
registration rights with respect to such Common Stock. In connection with the
sale of the Series A Preferred and Warrants to the investors, 2 stockholders of
the Company, Margie Chassman and her brother Milton Chassman, have pledged
2,000,000 shares of Common Stock to the investors, which such investors may sell
to enhance their return on investment up to a 20% compound annual rate of
return, measured quarterly. The Company has paid such stockholders $150,000 in
consideration of their pledge of such stock. The Company anticipates that its
other fees and expenses in connection with the sale of the Series A Preferred
and Warrants will amount to approximately $150,000.







         Following the sale of the Series A Preferred and Warrants, the Company
has issued and outstanding 27,818,699 shares of Common Stock and convertible
securities, options and warrants that may be converted into or exercised for
9,214,235 additional shares of Common Stock. Included in the shares of Common
Stock issuable upon exercise of warrants referenced above are 799,688 shares of
Common Stock that were added upon the adjustment of outstanding warrants as a
result of the application of their antidilution provisions in connection with
the issuance of the Series A Preferred and the Warrants. Such adjustment also
reduced the exercise price of such warrants from $2.00 and $2.25 to $1.65 per
share of Common Stock.




ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS.
-----------------------------------------------
 (b)     Exhibits

Exhibit           Description
-------           -----------

   1.             Form of Subscription Agreement

   2.             Certificate of Designations

   3.             Form of Warrants






                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated:   October 3, 2005

                           NOVELOS THERAPEUTICS, INC.

                           By: /s/ HARRY S. PALMIN
                               --------------------------------
                          Its:  Chief Executive Officer












                                       2








                                  EXHIBIT INDEX

Exhibit           Description
-------           -----------

   1.             Form of Subscription Agreement

   2.             Certificate of Designations

   3.             Form of Warrants




















                                       3










                                                                       EXHIBIT 1
                                                                       ---------

                             SUBSCRIPTION AGREEMENT
                             ----------------------


         THIS SUBSCRIPTION AGREEMENT (this "AGREEMENT"), dated as of September
30, 2005, by and among Novelos Therapeutics, Inc. (formerly known as Common
Horizons, Inc.), a Delaware corporation (the "COMPANY"), and the subscribers
identified on the signature page hereto (each a "SUBSCRIBER" and collectively
"SUBSCRIBERS").

         WHEREAS, the Company and the Subscribers are executing and delivering
this Agreement in reliance upon an exemption from securities registration
afforded by the provisions of Section 4(2), Section 4(6) and/or Regulation D
("REGULATION D") as promulgated by the United States Securities and Exchange
Commission (the "COMMISSION") under the Securities Act of 1933, as amended (the
"1933 ACT").

         WHEREAS, the parties desire that, upon the terms and subject to the
conditions contained herein, the Company shall issue and sell to the
Subscribers, as provided herein, and the Subscribers, in the aggregate, shall
purchase Three Million Dollars ($3,000,000) of stated value of 8% Series A
Preferred Stock of the Company ("PREFERRED STOCK") at a purchase price (the
"PURCHASE PRICE") equal to the stated value thereof which Preferred Stock shall
be convertible into shares of the Company's common stock, $.00001 par
 value (the
"COMMON STOCK") hereof subject to the rights and preferences described in the
form of Certificate of Designation annexed hereto as EXHIBIT A ("CERTIFICATE OF
DESIGNATION"), and share purchase warrants (the "WARRANTS") in the form attached
hereto as EXHIBIT B, to purchase shares of Common Stock (the "WARRANT SHARES").
The Preferred Stock, shares of Common Stock issuable upon conversion of the
Preferred Stock (the "SHARES"), the Warrants and the Warrant Shares are
collectively referred to herein as the "SECURITIES"; and

         WHEREAS, the aggregate proceeds of the sale of the Preferred Stock and
the Warrants contemplated hereby shall be held in escrow pursuant to the terms
of a Funds Escrow Agreement to be executed by the parties substantially in the
form attached hereto as EXHIBIT C (the "ESCROW AGREEMENT").

         NOW, THEREFORE, in consideration of the mutual covenants and other
agreements contained in this Agreement the Company and the Subscribers hereby
agree as follows:

                  1.   Closing. Subject to the satisfaction or waiver of the
terms and conditions of this Agreement, on the "CLOSING DATE" (as defined in
Section 2 hereof), each Subscriber shall purchase and the Company shall sell to
each Subscriber the Preferred Stock having the Stated Value set forth on the
signature page hereto and the amount of Warrants determined pursuant to Section
3 below. The aggregate stated value of the Preferred Stock to be purchased by
the Subscribers on the Closing Date shall, in the aggregate, be equal to Three
Million Dollars ($3,000,000). The Closing Date shall be the date that subscriber
funds representing the net amount due the Company from the Purchase Price of the
Offering is transmitted by wire transfer or otherwise to or for the benefit of
the Company.

                  2.   Closing Date. The consummation of the transactions
contemplated herein shall take place at the offices of Grushko & Mittman, P.C.,
551 Fifth Avenue, Suite 1601, New York, New York 10176, upon the satisfaction of
all conditions to Closing set forth in this Agreement ("CLOSING DATE").

                  3.   Warrants. On the Closing Date, the Company will issue and
deliver Warrants to the Subscribers. One Warrant will be issued for each two
Shares which would be issued on the Closing Date assuming the complete
conversion of the Preferred Stock issued on the Closing Date at the



                                       1





Conversion Price in effect on the Closing Date. The per Warrant Share exercise
price to acquire a Warrant Share upon exercise of a Warrant shall be $2.00. The
Warrants shall be exercisable until five (5) years after the Issue Date of the
Warrants.

                  4.   Subscriber's Representations and Warranties. Each
Subscriber hereby represents and warrants to and agrees with the Company only as
to such Subscriber that:

                       (a)   Organization and Standing of the Subscribers. If
the Subscriber is an entity, such Subscriber is a corporation, partnership or
other entity duly incorporated or organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation or
organization.

                       (b)   Authorization and Power. Each Subscriber has the
requisite power and authority to enter into and perform this Agreement and to
purchase the Preferred Stock and Warrants being sold to it hereunder. The
execution, delivery and performance of this Agreement by such Subscriber and the
consummation by it of the transactions contemplated hereby and thereby have been
duly authorized by all necessary corporate or partnership action, and no further
consent or authorization of such Subscriber or its Board of Directors,
stockholders, partners, members, as the case may be, is required. This Agreement
has been duly authorized, executed and delivered by such Subscriber and
constitutes, or shall constitute when executed and delivered, a valid and
binding obligation of the Subscriber enforceable against the Subscriber in
accordance with the terms thereof.

                       (c)   No Conflicts. The execution, delivery and
performance of this Agreement and the consummation by such Subscriber of the
transactions contemplated hereby or relating hereto do not and will not (i)
result in a violation of such Subscriber's charter documents or bylaws or other
organizational documents or (ii) conflict with, or constitute a default (or an
event which with notice or lapse of time or both would become a default) under,
or give to others any rights of termination, amendment, acceleration or
cancellation of any agreement, indenture or instrument or obligation to which
such Subscriber is a party or by which its properties or assets are bound, or
result in a violation of any law, rule, or regulation, or any order, judgment or
decree of any court or governmental agency applicable to such Subscriber or its
properties (except for such conflicts, defaults and violations as would not,
individually or in the aggregate, have a material adverse effect on such
Subscriber). Such Subscriber is not required to obtain any consent,
authorization or order of, or make any filing or registration with, any court or
governmental agency in order for it to execute, deliver or perform any of its
obligations under this Agreement or to purchase the Preferred Stock or acquire
the Warrants in accordance with the terms hereof, provided that for purposes of
the representation made in this sentence, such Subscriber is assuming and
relying upon the accuracy of the relevant representations and agreements of the
Company herein.

                       (d)   Information on Company. The Subscriber has been
furnished with or has had access at the EDGAR Website of the Commission to the
Company's Form 8-K filed on June 2nd 2005, which included the Company's audited
financial statements for the year ended December 31, 2004 and all periodic
reports as filed with the Commission (hereinafter referred to as the "REPORTS").
In addition, the Subscriber has received in writing from the Company such other
information concerning its operations, financial condition and other matters as
the Subscriber has requested in writing (such other information is collectively,
the "OTHER WRITTEN Information"), and considered all factors the Subscriber
deems material in deciding on the advisability of investing in the Securities.

                       (e)   Information on Subscriber. The Subscriber is, and
will be at the time of the conversion of the Preferred Stock and exercise of the
Warrants, an "accredited investor", as such term is defined in Regulation D
promulgated by the Commission under the 1933 Act, is experienced in investments
and business matters, has made investments of a speculative nature and has
purchased securities of United States publicly-owned companies in private
placements in the past and, with its representatives, has such knowledge and
experience in financial, tax and other business matters as to enable the
Subscriber to utilize the information made available by the Company to evaluate
the merits and



                                       2





risks of and to make an informed investment decision with respect to the
proposed purchase, which represents a speculative investment. The Subscriber has
the authority and is duly and legally qualified to purchase and own the
Securities. The Subscriber is able to bear the risk of such investment for an
indefinite period and to afford a complete loss thereof. The information set
forth on the signature page hereto regarding the Subscriber is accurate.

                       (f)   Purchase of Preferred Stock and Warrants. On the
Closing Date, the Subscriber will purchase the Preferred Stock and Warrants as
principal for its own account for investment only and not with a view toward, or
for resale in connection with, the public sale or any distribution thereof.

                       (g)   Compliance with Securities Act. The Subscriber
understands and agrees that the Securities have not been registered under the
1933 Act or any applicable state securities laws, by reason of their issuance in
a transaction that does not require registration under the 1933 Act (based in
part on the accuracy of the representations and warranties of Subscriber
contained herein), and that such Securities must be held indefinitely unless a
subsequent disposition is registered under the 1933 Act or any applicable state
securities laws or is exempt from such registration.

                       (h)   Shares Legend. The Shares and the Warrant Shares
shall bear the following or similar legend:

                  "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE
                  SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
                  HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
                  STATEMENT UNDER SUCH SECURITIES ACT OR ANY APPLICABLE STATE
                  SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY
                  SATISFACTORY TO NOVELOS THERAPEUTICS, INC. THAT SUCH
                  REGISTRATION IS NOT REQUIRED."

                       (i)   Warrants Legend. The Warrants shall bear the
following

or similar legend:

                  "THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF
                  THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
                  OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES
                  ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
                  OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
                  EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID
                  ACT OR ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF
                  COUNSEL REASONABLY SATISFACTORY TO NOVELOS THERAPEUTICS, INC.
                  THAT SUCH REGISTRATION IS NOT REQUIRED."

                       (j)   Preferred Stock Legend. The Preferred Stock shall
bear the following legend:

                  "THIS PREFERRED STOCK AND THE COMMON SHARES ISSUABLE UPON
                  CONVERSION OF THIS PREFERRED STOCK HAVE NOT BEEN REGISTERED
                  UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS PREFERRED
                  STOCK AND THE



                                       3




                  COMMON SHARES ISSUABLE UPON CONVERSION OF THESE PREFERRED
                  STOCK MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
                  HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
                  STATEMENT AS TO THESE PREFERRED STOCK UNDER SAID ACT OR AN
                  OPINION OF COUNSEL REASONABLY SATISFACTORY TO NOVELOS
                  THERAPEUTICS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED."

                       (k)   Communication of Offer. The offer to sell the
Securities was directly communicated to the Subscriber by the Company. At no
time was the Subscriber presented with or solicited by any leaflet, newspaper or
magazine article, radio or television advertisement, or any other form of
general advertising or solicited or invited to attend a promotional meeting
otherwise than in connection and concurrently with such communicated offer.

                       (l)   Authority; Enforceability. This Agreement and other
agreements delivered together with this Agreement or in connection herewith have
been duly authorized, executed and delivered by the Subscriber and are valid and
binding agreements enforceable in accordance with their terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
generally and to general principles of equity; and Subscriber has full corporate
power and authority necessary to enter into this Agreement and such other
agreements and to perform its obligations hereunder and under all other
agreements entered into by the Subscriber relating hereto.

                       (m)   Restricted Securities. Subscriber understands that
the Securities have not been registered under the 1933 Act and such Subscriber
will not sell, offer to sell, assign, pledge, hypothecate or otherwise transfer
any of the Securities unless pursuant to an effective registration statement
under the 1933 Act. Notwithstanding anything to the contrary contained in this
Agreement, such Subscriber may transfer (without restriction and, except as to
Shares and Warrant Shares, without the need for an opinion of counsel) the
Securities to its Affiliates (as defined below) provided that each such
Affiliate is an "accredited investor" under Regulation D and such Affiliate
agrees to be bound by the terms and conditions of this Agreement. For the
purposes of this Agreement, an "AFFILIATE" of any person or entity means any
other person or entity directly or indirectly controlling, controlled by or
under direct or indirect common control with such person or entity. Affiliate
includes each subsidiary of the Company. For purposes of this definition,
"CONTROL" means the power to direct the management and policies of such person
or firm, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise.

                       (n)   No Governmental Review. Each Subscriber understands
that no United States federal or state agency or any other governmental or state
agency has passed on or made recommendations or endorsement of the Securities or
the suitability of the investment in the Securities nor have such authorities
passed upon or endorsed the merits of the offering of the Securities.

                       (o)   Correctness of Representations. Each Subscriber
represents as to such Subscriber that the foregoing representations and
warranties are true and correct as of the date hereof and, unless a Subscriber
otherwise notifies the Company prior to the Closing Date shall be true and
correct as of the Closing Date.

                       (p)   Survival. The foregoing representations and
warranties shall survive the Closing Date until three years after the Closing
Date.



                                       4




                  5.   Company Representations and Warranties. The Company
represents and warrants to and agrees with each Subscriber that except as set
forth in the Reports and as otherwise qualified in the Transaction Documents:

                       (a)   Due Incorporation. The Company is a corporation
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation and has the requisite corporate power to own
its properties and to carry on its business is disclosed in the Reports. The
Company is duly qualified as a foreign corporation to do business and is in good
standing in each jurisdiction where the nature of the business conducted or
property owned by it makes such qualification necessary, other than those
jurisdictions in which the failure to so qualify would not have a Material
Adverse Effect. For purpose of this Agreement, a "MATERIAL ADVERSE EFFECT" shall
mean a material adverse effect on the financial condition, results of
operations, properties or business of the Company taken as a whole. For purposes
of this Agreement, "SUBSIDIARY" means, with respect to any entity at any date,
any corporation, limited or general partnership, limited liability company,
trust, estate, association, joint venture or other business entity) of which
more than 50% of (i) the outstanding capital stock having (in the absence of
contingencies) ordinary voting power to elect a majority of the board of
directors or other managing body of such entity, (ii) in the case of a
partnership or limited liability company, the interest in the capital or profits
of such partnership or limited liability company or (iii) in the case of a
trust, estate, association, joint venture or other entity, the beneficial
interest in such trust, estate, association or other entity business is, at the
time of determination, owned or controlled directly or indirectly through one or
more intermediaries, by such entity. All the Company's Subsidiaries as of the
Closing Date are set forth on SCHEDULE 5(A) hereto.

                       (b)   Outstanding Stock. All issued and outstanding
shares of capital stock of the Company have been duly authorized and validly
issued and are fully paid and nonassessable.

                       (c)   Authority; Enforceability. This Agreement, the
Preferred Stock, Certificate of Designation, the Warrants, the Escrow Agreement,
and any other agreements delivered together with this Agreement or in connection
herewith (collectively "TRANSACTION DOCUMENTS") have been duly authorized,
executed and delivered by the Company and are valid and binding agreements
enforceable in accordance with their terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights generally and to
general principles of equity. The Company has full corporate power and authority
necessary to enter into and deliver the Transaction Documents and to perform its
obligations thereunder.

                       (d)   Additional Issuances. There are no outstanding
agreements or preemptive or similar rights affecting the Company's common stock
or equity and no outstanding rights, warrants or options to acquire, or
instruments convertible into or exchangeable for, or agreements or
understandings with respect to the sale or issuance of any shares of common
stock or equity of the Company or other equity interest in any of the
Subsidiaries of the Company except as described on SCHEDULE 5(D). The Common
stock of the Company on a fully diluted basis outstanding as of the last trading
day preceding the Closing Date is set forth on SCHEDULE 5(D).

                       (e)   Consents. No consent, approval, authorization or
order of any court, governmental agency or body or arbitrator having
jurisdiction over the Company, or any of its Affiliates, any Principal Market
(as defined in Section 9(b) of this Agreement), nor the Company's shareholders
is required for the execution by the Company of the Transaction Documents and
compliance and performance by the Company of its obligations under the
Transaction Documents, including, without limitation, the issuance and sale of
the Securities.

                       (f)   No Violation or Conflict. Assuming the
representations and warranties of the Subscribers in Section 4 are true and
correct, neither the issuance and sale of the Securities nor the



                                       5





performance of the Company's obligations under this Agreement and all other
agreements entered into by the Company relating thereto by the Company will:

                             (i)   violate, conflict with, result in a breach
of, or constitute a default (or an event which with the giving of notice or the
lapse of time or both would be reasonably likely to constitute a default in any
material respect) of a material nature under (A) the articles or certificate of
incorporation, charter or bylaws of the Company, (B) to the Company's knowledge,
any decree, judgment, order, law, treaty, rule, regulation or determination
applicable to the Company of any court, governmental agency or body, or
arbitrator having jurisdiction over the Company or over the properties or assets
of the Company or any of its Affiliates, (C) the terms of any bond, debenture,
note or any other evidence of indebtedness, or any agreement, stock option or
other similar plan, indenture, lease, mortgage, deed of trust or other
instrument to which the Company or any of its Affiliates is a party, by which
the Company or any of its Affiliates is bound, or to which any of the properties
of the Company or any of its Affiliates is subject, or (D) the terms of any
"lock-up" or similar provision of any underwriting or similar agreement to which
the Company, or any of its Affiliates is a party except the violation, conflict,
breach, or default of which would not have a Material Adverse Effect; or

                             (ii)  result in the creation or imposition of any
lien, charge or encumbrance upon the Securities or any of the assets of the
Company or any of its Affiliates; or

                             (iii) result in the activation of any anti-dilution
rights or a reset or repricing of any debt or security instrument of any other
creditor or equity holder of the Company, nor result in the acceleration of the
due date of any obligation of the Company except as described on SCHEDULE 5(I)
hereto; or

                             (iv)  result in the activation of any piggy-back
registration rights of any person or entity holding securities or debt of the
Company or having the right to receive securities of the Company.

                       (g)   The Securities. The Securities upon issuance:

                             (i)   are, or will be, free and clear of any
security interests, liens, claims or other encumbrances, subject to restrictions
upon transfer under the 1933 Act and any applicable state securities laws;

                             (ii)  have been, or will be, duly and validly
authorized and on the date of issuance of the Shares upon conversion of the
Preferred Stock and issuance of the Warrant Shares upon exercise of the Warrants
will be duly and validly issued, fully paid and nonassessable or if registered
pursuant to the 1933 Act, and resold pursuant to an effective registration
statement will be free trading and unrestricted);

                             (iii) will not have been issued or sold in
violation of any preemptive or other similar rights of the holders of any
securities of the Company;

                             (iv)  will not subject the holders thereof to
personal liability by reason of being such holders provided Subscriber's
representations herein are true and accurate and Subscribers take no actions or
fail to take any actions required for their purchase of the Securities to be in
compliance with all applicable laws and regulations; and

                             (v)   will not result in a violation of Section 5
under the 1933 Act.

                       (h)   Litigation. There is no pending or, to the best
knowledge of the Company, threatened action, suit, proceeding or investigation
before any court, governmental agency or



                                       6





body, or arbitrator having jurisdiction over the Company, or any of its
Affiliates that would affect the execution by the Company or the performance by
the Company of its obligations under the Transaction Documents. Except as
disclosed in the Reports, there is no pending or, to the best knowledge of the
Company, basis for or threatened action, suit, proceeding or investigation
before any court, governmental agency or body, or arbitrator having jurisdiction
over the Company, or any of its Affiliates which litigation if adversely
determined would have a Material Adverse Effect.

                       (i)   Reporting Company. The Company is a publicly-held
company subject to reporting obligations pursuant to Section 13(a) and 15(d) of
the Securities Exchange Act of 1934 (the "1934 Act"). Pursuant to the provisions
of the 1934 Act, the Company has timely filed all reports and other materials
required to be filed thereunder with the Commission during the preceding twelve
months.

                       (j)   No Market Manipulation. The Company and its
Affiliates have not taken, and will not take, directly or indirectly, any action
designed to, or that might reasonably be expected to, cause or result in
stabilization or manipulation of the price of the Common Stock to facilitate the
sale or resale of the Securities or affect the price at which the Securities may
be issued or resold, provided, however, that this provision shall not prevent
the Company from engaging in investor relations/public relations activities
consistent with past practices.

                       (k)   Information Concerning Company. The Reports contain
all material information relating to the Company and its operations and
financial condition as of their respective dates and all the information
required to be disclosed therein. Since the last day of the fiscal year of the
most recent audited financial statements included in the Reports ("LATEST
FINANCIAL DATE"), and except as modified in the Other Written Information or in
the Schedules hereto, there has been no Material Adverse Event relating to the
Company's business, financial condition or affairs not disclosed in the Reports.
The Reports do not contain any 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 not misleading in light of the circumstances when made.

                       (l)   Stop Transfer. The Company will not issue any stop
transfer order or other order impeding the sale, resale or delivery of any of
the Securities, except as may be required by any applicable federal or state
securities laws and unless contemporaneous notice of such instruction is given
to the Subscriber.

                       (m)   Defaults. The Company is not in violation of its
certificate of incorporation or bylaws. The Company is (i) not in default under
or in violation of any other material agreement or instrument to which it is a
party or by which it or any of its properties are bound or affected, which
default or violation would have a Material Adverse Effect, (ii) not in default
with respect to any order of any court, arbitrator or governmental body or
subject to or party to any order of any court or governmental authority arising
out of any action, suit or proceeding under any statute or other law respecting
antitrust, monopoly, restraint of trade, unfair competition or similar matters,
or (iii) to the Company's knowledge not in violation of any statute, rule or
regulation of any governmental authority which violation would have a Material
Adverse Effect.

                       (n)   Not an Integrated Offering. Neither the 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 the offer of the
Securities pursuant to this Agreement to be integrated with prior offerings by
the Company for purposes of the 1933 Act or any applicable stockholder approval
provisions, including, without limitation, under the rules and regulations of
the OTC Bulletin Board ("BULLETIN BOARD") any Principal Market [as defined in
Section 9(b)] which would impair the exemptions relied upon in this Offering [as
defined in Section 8(b)] or the Company's ability to timely comply with its
obligations hereunder. Nor will the Company or any of its Affiliates take any
action or steps that would cause the offer or issuance of the



                                       7





Securities to be integrated with other offerings which would impair the
exemptions relied upon in this Offering or the Company's ability to timely
comply with its obligations hereunder. The Company will not conduct any offering
other than the transactions contemplated hereby that will be integrated with the
offer or issuance of the Securities, which would impair the exemptions relied
upon in this Offering or the Company's ability to timely comply with its
obligations hereunder.

                       (o)   No General Solicitation. Neither the Company, nor
any of its Affiliates, nor to its knowledge, any person acting on its or their
behalf, has engaged in any form of general solicitation or general advertising
(within the meaning of Regulation D under the 1933 Act) in connection with the
offer or sale of the Securities.

                       (p)   Listing. The Common Stock is quoted on the Bulletin
Board. The Company has not received any oral or written notice that the Common
Stock is not eligible nor will become ineligible for quotation on the Bulletin
Board nor that its common stock does not meet all requirements for the
continuation of such quotation. The Company satisfies all the requirements for
the continued quotation of its common stock on the Bulletin Board.

                       (q)   No Undisclosed Liabilities. The Company has no
liabilities or obligations which are material, individually or in the aggregate,
which are not disclosed in the Reports and Other Written Information, other than
those incurred in the ordinary course of the Company's businesses since the
Latest Financial Date and which, individually or in the aggregate, would
reasonably be expected to have a Material Adverse Effect, except as disclosed on
SCHEDULE 5(Q).

                       (r)   No Undisclosed Events or Circumstances. Since the
Latest Financial Date, no event or circumstance has occurred or exists with
respect to the Company or its businesses, properties, operations or financial
condition, that, under applicable law, rule or regulation, requires public
disclosure or announcement prior to the date hereof by the Company but which has
not been so publicly announced or disclosed in the Reports.

                       (s)   Capitalization. The authorized and outstanding
capital stock of the Company as of the date of this Agreement and the Closing
Date (not including the Securities) are set forth on SCHEDULE 5(D). Except as
set forth on SCHEDULE 5(D), there are no options, warrants, or rights to
subscribe to, securities, rights or obligations convertible into or exchangeable
for or giving any right to subscribe for any shares of capital stock of the
Company or any of its Subsidiaries. All of the outstanding shares of Common
Stock of the Company have been duly and validly authorized and issued and are
fully paid and nonassessable.

                       (t)   Dilution. The Company's executive officers and
directors understand the nature of the Securities being sold hereby and
recognize that the issuance of the Securities will have a potential dilutive
effect on the equity holdings of other holders of the Company's equity or rights
to receive equity of the Company. The board of directors of the Company has
concluded, in its good faith business judgment that the issuance of the
Securities is in the best interests of the Company. The Company specifically
acknowledges that its obligation to issue the Shares upon conversion of the
Preferred Stock, and the Warrant Shares upon exercise of the Warrants is binding
upon the Company and enforceable regardless of the dilution such issuance may
have on the ownership interests of other shareholders of the Company or parties
entitled to receive equity of the Company.

                       (u)   No Disagreements with Accountants and Lawyers.
There are no disagreements of any kind presently existing, or reasonably
anticipated by the Company to arise, between the Company and the accountants and
lawyers formerly or presently employed by the Company, including but not limited
to disputes or conflicts over payment owed to such accountants and lawyers.

                       (v)   DTC Status. The Company's transfer agent is a
participant in and the



                                       8





Common Stock is eligible for transfer pursuant to the Depository Trust Company
Fast Automated Securities Transfer Program. The name, address, telephone number,
fax number, contact person and email address of the Company transfer agent is
set forth on SCHEDULE 5(V) hereto.

                       (w)   Investment Company. Neither the Company nor any
Affiliate is an "investment company" within the meaning of the Investment
Company Act of 1940, as amended.

                       (x)   Subsidiary Representations. The Company makes each
of the representations contained in Sections 5(a), (b), (d), (e), (f), (h), (k),
(m), (q), (r), (s), (u) and (w) of this Agreement, as same relate to each
Subsidiary of the Company.

                       (y)   Company Predecessor. All representations made by or
relating to the Company of a historical or prospective nature and all
undertakings described in Sections 9(g) through 9(l) shall relate, apply and
refer to the Company, its predecessors, and the Subsidiaries.

                       (z)   Correctness of Representations. The Company
represents that the foregoing representations and warranties are true and
correct as of the date hereof in all material respects, and, unless the Company
otherwise notifies the Subscribers prior to the Closing Date, shall be true and
correct in all material respects as of the Closing Date.

                       (AA)  Survival. The foregoing representations and
warranties shall survive the Closing Date until three years after the latest
Closing Date.

                  6.   Regulation D Offering. The offer and issuance of the
Securities to the Subscribers is being made pursuant to the exemption from the
registration provisions of the 1933 Act afforded by Section 4(2) or Section 4(6)
of the 1933 Act and/or Rule 506 of Regulation D promulgated thereunder. On the
Closing Date, the Company will provide an opinion reasonably acceptable to
Subscriber from the Company's legal counsel opining on the availability of an
exemption from registration under the 1933 Act as it relates to the offer and
issuance of the Securities and other matters reasonably requested by
Subscribers. A form of the legal opinion is annexed hereto as EXHIBIT D. The
Company will provide, at the Company's expense, such other legal opinions in the
future as are reasonably necessary for the issuance and resale of the Common
Stock issuable upon conversion of the Preferred Stock and exercise of the
Warrants pursuant to an effective registration statement.

                  7.1. Conversion of Preferred Stock.

                       (a)   Upon the conversion of any Preferred Stock, the
Company shall, at its own cost and expense, take all necessary action, including
obtaining and delivering, an opinion of counsel to assure that the Company's
transfer agent shall issue stock certificates in the name of Subscriber (or its
nominee) or such other persons as designated by Subscriber and in such
denominations to be specified at conversion representing the number of shares of
Common Stock issuable upon such conversion. The Company warrants that no
instructions other than these instructions have been or will be given to the
transfer agent of the Company's Common Stock and that, unless waived by the
Subscriber, the Shares will be freely transferable, and will not contain a
legend restricting the resale or transferability of the Shares provided the
Shares are sold pursuant to an effective registration statement covering the
resale of the Shares or are otherwise exempt from registration.

                       (b)   Nothing contained herein or in any document
referred to herein or delivered in connection herewith shall be deemed to
establish or require the payment of a rate of interest or other charges in
excess of the maximum permitted by applicable law. In the event that the rate of
interest or dividends required to be paid or other charges hereunder exceed the
maximum permitted by such law, any payments in excess of such maximum shall be
credited against amounts owed by the Company to the Subscriber and thus refunded
to the Company.



                                       9





                  7.2. Adjustments. The Conversion Price, Warrant exercise price
and amount of Shares issuable upon conversion of the Preferred Stock and
exercise of the Warrants shall be adjusted as described in this Agreement, the
Certificate of Designation and Warrants.

                  7.7. Redemption. The Preferred Stock and Warrants shall not be
redeemable or callable except as described in the Certificate of Designation or
Warrants.

                  8.   Broker/Legal Fees.

                       (a)   Broker's Fee. The Company on the one hand, and each
Subscriber (for itself only) on the other hand, agree to indemnify the other
against and hold the other harmless from any and all liabilities to any persons
claiming brokerage commissions or finder's fees on account of services purported
to have been rendered on behalf of the indemnifying party in connection with
this Agreement or the transactions contemplated hereby and arising out of such
party's actions. The Company represents that to its knowledge there are no
parties entitled to receive fees, commissions, or similar payments from the
Company in connection with the transaction described in this Agreement
("OFFERING"), other than a fee of $25,000 to vFinance to waive its right of
first refusal and subject to Subscriber's reasonable approval, up to a five
percent (5%) finder(s) fee as authorized by the Company's Board of Directors at
a September 27, 2005 meeting..

                       (b)   Due Diligence Fee. The Company will pay a due
diligence fee equal to three percent (3%) of the Purchase Price ("DUE DILIGENCE
FEE") to the party identified on SCHEDULE 8(B) hereto. The Due Diligence Fee
will be payable out of funds held pursuant to the Escrow Agreement.

                       (c   )Legal Fees. The Company shall pay to Grushko &
Mittman, P.C., a fee of $40,000 ("LEGAL FEES") ($10,000 of which has already
been paid) as reimbursement for services rendered to the Subscribers in
connection with the Offering and acting as Escrow Agent for the Offering. The
Legal Fees will be payable out of funds held pursuant to the Escrow Agreement.

                  9.   Covenants of the Company.  The Company covenants and
agrees with the Subscribers as

follows:

                       (a)   Stop Orders. The Company will advise the
Subscribers, within two hours after the Company receives notice of issuance by
the Commission, any state securities commission or any other regulatory
authority of any stop order or of any order preventing or suspending any
offering of any securities of the Company, or of the suspension of the
qualification of the Common Stock of the Company for offering or sale in any
jurisdiction, or the initiation of any proceeding for any such purpose.

                       (b)   Listing. The Company shall promptly secure the
listing of the Shares and the Warrant Shares upon each national securities
exchange, or electronic or automated quotation system upon which they are or
become eligible for listing and shall maintain such listing so long as any
Preferred Stock or Warrants are outstanding. The Company will maintain the
listing of its Common Stock on the American Stock Exchange, Nasdaq SmallCap
Market, Nasdaq National Market System, Bulletin Board, or New York Stock
Exchange (whichever of the foregoing is at the time the principal trading
exchange or market for the Common Stock (the "PRINCIPAL MARKET")), and will
comply in all respects with the Company's reporting, filing and other
obligations under the bylaws or rules of the Principal Market, as applicable.
The Company will provide the Subscribers copies of all notices it receives
notifying the Company of the threatened and actual delisting of the Common Stock
from any Principal Market. As of the date of this Agreement, the Bulletin Board
is the Principal Market.

                       (c)   Market Regulations. The Company shall notify the
Commission, the Principal Market and applicable state authorities, in accordance
with their requirements, of the transactions




                                       10





contemplated by this Agreement, and shall take all other necessary action and
proceedings as may be required and permitted by applicable law, rule and
regulation, for the legal and valid issuance of the Securities to the
Subscribers and promptly provide copies thereof to Subscriber.

                       (d)   Filing Requirements. From the date of this
Agreement and until the sooner of (i) two (2) years after the Closing Date, or
(ii) until all the Shares and Warrant Shares have been resold or transferred by
all the Subscribers pursuant to the Registration Statement or pursuant to Rule
144, without regard to volume limitations, the Company will (A) comply in all
respects with its reporting and filing obligations under the 1934 Act, (B)
voluntarily comply, within thirty (30) days after Actual Effective Date, with
all reporting requirements that are applicable to an issuer with a class of
shares registered pursuant to Section 12(g) of the 1934 Act, if Company is not
subject to such reporting requirements, and (C) comply with all requirements
related to any registration statement filed pursuant to this Agreement. The
Company will use its best efforts not to take any action or file any document
(whether or not permitted by the 1933 Act or the 1934 Act or the rules
thereunder) to terminate or suspend such registration or to terminate or suspend
its reporting and filing obligations under said acts until two (2) years after
the Closing Date. Until the earlier of the resale of the Common Stock and the
Warrant Shares by each Subscriber or two (2) years after the Warrants have been
exercised, the Company will use its best efforts to continue the listing or
quotation of the Common Stock on a Principal Market and will comply in all
respects with the Company's reporting, filing and other obligations under the
bylaws or rules of the Principal Market. The Company agrees to timely file a
Form D with respect to the Securities if required under Regulation D, if
required, and to provide a copy thereof to each Subscriber promptly after such
filing.

                       (e)   Use of Proceeds. The proceeds of the Offering will
be employed by the Company for the purposes set forth on SCHEDULE 9(E) hereto.
Except as set forth on SCHEDULE 9(E), the Purchase Price may not and will not be
used for accrued and unpaid officer and director salaries, payment of financing
related debt, redemption of outstanding notes or equity instruments of the
Company, litigation related expenses or settlements, brokerage fees, nor
non-trade obligations outstanding on a Closing Date. For so long as any
Preferred Stock are outstanding, the Company will not prepay any financing
related debt obligations nor redeem any equity instruments of the Company.

                       (f)   Reservation. Prior to the Closing Date, the Company
undertakes to reserve, pro rata, on behalf of the Subscribers from its
authorized but unissued common stock, a number of common shares equal to 175% of
the amount of Common Stock necessary to allow each Subscriber to be able to
convert all Preferred Stock issuable pursuant to this Agreement and dividends
thereon and reserve 100% of the amount of Warrant Shares issuable upon exercise
of the Warrants. Failure to have sufficient shares reserved pursuant to this
Section 9(f) for five (5) consecutive business days or fifteen (15) days in the
aggregate shall be a material default of the Company's obligations under this
Agreement and an Event of Default pursuant to the Certificate of Designation.

                       (g)   Taxes. From the date of this Agreement and until
the sooner of (i) two (2) years after the Closing Date, or (ii) until all the
Shares and Warrant Shares have been resold or transferred by all the Subscribers
pursuant to the Registration Statement or pursuant to Rule 144, without regard
to volume limitations, the Company will promptly pay and discharge, or cause to
be paid and discharged, when due and payable, all lawful taxes, assessments and
governmental charges or levies imposed upon the income, profits, property or
business of the Company; provided, however, that any such tax, assessment,
charge or levy need not be paid if the validity thereof shall currently be
contested in good faith by appropriate proceedings and if the Company shall have
set aside on its books adequate reserves with respect thereto, and provided,
further, that the Company will pay all such taxes, assessments, charges or
levies forthwith upon the commencement of proceedings to foreclose any lien
which may have attached as security therefore.

                       (h)   Insurance. From the date of this Agreement and
until the sooner of (i) two (2) years after the Closing Date, or (ii) until all
the Shares and Warrant Shares have been resold or




                                       11





transferred by all the Subscribers pursuant to the Registration Statement or
pursuant to Rule 144, without regard to volume limitations, the Company will
keep its assets which are of an insurable character insured by financially sound
and reputable insurers against loss or damage by fire, explosion and other risks
customarily insured against by companies in the Company's line of business, in
amounts sufficient to prevent the Company from becoming a co-insurer and not in
any event less than one hundred percent (100%) of the insurable value of the
property insured; and the Company will maintain, with financially sound and
reputable insurers, insurance against other hazards and risks and liability to
persons and property to the extent and in the manner customary for companies in
similar businesses similarly situated and to the extent available on
commercially reasonable terms.

                       (i)   Books and Records. From the date of this Agreement
and until the sooner of (i) two (2) years after the Closing Date, or (ii) until
all the Shares and Warrant Shares have been resold or transferred by all the
Subscribers pursuant to the Registration Statement or pursuant to Rule 144,
without regard to volume limitations, the Company will keep true records and
books of account in which full, true and correct entries will be made of all
dealings or transactions in relation to its business and affairs in accordance
with generally accepted accounting principles applied on a consistent basis.

                       (j)   Governmental Authorities. From the date of this
Agreement and until the sooner of (i) two (2) years after the Closing Date, or
(ii) until all the Shares and Warrant Shares have been resold or transferred by
all the Subscribers pursuant to the Registration Statement or pursuant to Rule
144, without regard to volume limitations, the Company shall duly observe and
conform in all material respects to all valid requirements of governmental
authorities relating to the conduct of its business or to its properties or
assets.

                       (k)   Intellectual Property. From the date of this
Agreement and until the sooner of (i) two (2) years after the Closing Date, or
(ii) until all the Shares and Warrant Shares have been resold or transferred by
all the Subscribers pursuant to the Registration Statement or pursuant to Rule
144, without regard to volume limitations, the Company shall maintain in full
force and effect its corporate existence, rights and franchises and all licenses
and other rights to use intellectual property owned or possessed by it and
reasonably deemed to be necessary to the conduct of its business, unless it is
sold for value.

                       (l)   Properties. From the date of this Agreement and
until the sooner of (i) two (2) years after the Closing Date, or (ii) until all
the Shares and Warrant Shares have been resold or transferred by all the
Subscribers pursuant to the Registration Statement (as defined in Section
11.1(iv) hereof) or pursuant to Rule 144, without regard to volume limitations,
the Company will keep its properties in good repair, working order and
condition, reasonable wear and tear excepted, and from time to time make all
necessary and proper repairs, renewals, replacements, additions and improvements
thereto; and the Company will at all times comply with each provision of all
leases to which it is a party or under which it occupies property if the breach
of such provision could reasonably be expected to have a Material Adverse
Effect.

                       (m)   Confidentiality/Public Announcement. From the date
of this Agreement and until the sooner of (i) two (2) years after the Closing
Date, or (ii) until all the Shares and Warrant Shares have been resold or
transferred by all the Subscribers pursuant to the Registration Statement or
pursuant to Rule 144, without regard to volume limitations, the Company agrees
that except in connection with a Form 8-K or the Registration Statement or as
otherwise required in any other Commission filing, it will not disclose publicly
or privately the identity of the Subscribers unless expressly agreed to in
writing by a Subscriber, only to the extent required by law and then only upon
five days prior notice to Subscriber. In any event and subject to the foregoing,
the Company shall file a Form 8-K or make a public announcement describing the
Offering not later than the second business day after the Closing Date. In the
Form 8-K or public announcement, the Company will specifically disclose the
amount of common stock




                                       12






outstanding immediately after the Closing. A form of the proposed Form 8-K or
public announcement to be employed in connection with the Closing is annexed
hereto as EXHIBIT E.

                       (n)   Further Registration Statements. Except for a
registration statement filed on behalf of the Subscribers pursuant to Section 11
of this Agreement and as set forth on SCHEDULE 11.1 hereto, the Company will not
file any registration statements or amend any already filed registration
statement, including but not limited to Forms S-8, with the Commission or with
state regulatory authorities without the consent of the Subscriber until the
sooner of (i) the Registration Statement shall have been current and available
for use in connection with the resale of the Registrable Securities (as defined
in Section 11.1(i) for a period of 180 days, or (ii) until all the Shares and
Warrant Shares may be resold or transferred by the Subscribers pursuant to the
Registration Statement or Rule 144, without regard to volume limitations
("EXCLUSION PERIOD"), provided however that the Company may at anytime after the
Actual Effective Date file a registration statement with respect to a primary
offering of equity securities of not less than $10,000,000. The Exclusion Period
will be tolled during the pendency of an Event of Default as defined in the
Certificate of Designation.

                       (o)   Blackout. The Company undertakes and covenants that
until the end of the Exclusion Period, the Company will not enter into any
acquisition, merger, exchange or sale or other transaction that could have the
effect of delaying the effectiveness of any pending registration statement or
causing an already effective registration statement to no longer be effective or
current for a period ten (10) or more consecutive days nor more than twenty (20)
days in the aggregate during any consecutive three hundred and sixty-five (365)
day period.

                       (p)   Non-Public Information. The Company covenants and
agrees that neither it nor any other person acting on its behalf will provide
any Subscriber or its agents or counsel with any information that the Company
believes constitutes material non-public information, unless prior thereto such
Subscriber shall have agreed in writing to receive such information. The Company
understands and confirms that each Subscriber shall be relying on the foregoing
representations in effecting transactions in securities of the Company.

                       (q)   Lock-up Agreements. The Company has attached as
SCHEDULE 9(Q) hereto a list of lock-up agreements in effect with respect to its
existing stockholders. The Company undertakes not to allow any release under the
Lock-up Agreements without Subscriber's consent or forebear from enforcing
Company's rights under the Lock-up Agreements.

                       (r)   Board of Directors Nominee. The Holders will be
allowed to nominate (1) person to the Company's board of directors for as long
as the Preferred Stock remains outstanding in accordance with Section 5 of the
Certificate of Designation.

                       (s)   Negative Pledge. So long as any Preferred Stock is
outstanding, the Company shall not, and shall cause each of its Subsidiaries not
to, create, incur, assume or suffer to exist any pledge, hypothecation,
assignment, deposit arrangement, lien, charge, claim, security interest,
security title, mortgage, security deed or deed of trust, easement or
encumbrance, or preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever (including any lease or title
retention agreement, any financing lease having substantially the same economic
effect as any of the foregoing, and the filing of, or agreement to give, any
financing statement perfecting a security interest under the Uniform Commercial
Code or comparable law of any jurisdiction) (each, a "LIEN") upon any of its
property, whether now owned or hereafter acquired other than (i) for the
Excepted Issuances (as defined in Section 12(a) hereof), (ii) (a) Liens imposed
by law for taxes that are not yet due or are being contested in good faith and
for which adequate reserves have been established in accordance with generally
accepted accounting principles; (b) carriers', warehousemen's, mechanics',
materialmen's, repairmen's and other like Liens imposed by law, arising in the
ordinary course of business and securing obligations that are not overdue by
more than 30 days or that are being contested in good faith and by appropriate
proceedings; (c)




                                       13





pledges and deposits made in the ordinary course of business in compliance with
workers' compensation, unemployment insurance and other social security laws or
regulations; (d) deposits to secure the performance of bids, trade contracts,
leases, statutory obligations, surety and appeal bonds, performance bonds and
other obligations of a like nature, in each case in the ordinary course of
business; (e) Liens created with respect to the financing of the purchase of new
property in the ordinary course of the Company's business up to the amount of
the purchase price of such property, or (f) easements, zoning restrictions,
rights-of-way and similar encumbrances on real property imposed by law or
arising in the ordinary course of business that do not secure any monetary
obligations and do not materially detract from the value of the affected
property (each of (a) through (f), a "PERMITTED LIEN") and (iii) indebtedness
for borrowed money which is subordinated in right of payment to the dividends
payable on the Preferred Stock, on terms reasonably satisfactory to the
Subscriber. The foregoing notwithstanding, the Company may obtain equity
financing of not less than Ten Million Dollars (gross amount) ("TEN MILLION
FUNDING").

                  10.   Covenants of the Company and Subscriber Regarding
Indemnification.

                       (a)   The Company agrees to indemnify, hold harmless,
reimburse and defend the Subscribers, the Subscribers' officers, directors,
agents, Affiliates, control persons, and principal shareholders, against any
claim, cost, expense, liability, obligation, loss or damage (including
reasonable legal fees) of any nature, incurred by or imposed upon the Subscriber
or any such person which results, arises out of or is based upon (i) any
material misrepresentation by Company or breach of any warranty by Company in
this Agreement or in any Exhibits or Schedules attached hereto, or other
agreement delivered pursuant hereto; or (ii) after any applicable notice and/or
cure periods, any breach or default in performance by the Company of any
covenant or undertaking to be performed by the Company hereunder, or any other
agreement entered into by the Company and Subscriber relating hereto.

                       (b)   Each Subscriber agrees to indemnify, hold harmless,
reimburse and defend the Company and each of the Company's officers, directors,
agents, Affiliates, control persons against any claim, cost, expense, liability,
obligation, loss or damage (including reasonable legal fees) of any nature,
incurred by or imposed upon the Company or any such person which results, arises
out of or is based upon (i) any material misrepresentation by such Subscriber in
this Agreement or in any Exhibits or Schedules attached hereto, or other
agreement delivered pursuant hereto; or (ii) after any applicable notice and/or
cure periods, any breach or default in performance by such Subscriber of any
covenant or undertaking to be performed by such Subscriber hereunder, or any
other agreement entered into by the Company and Subscribers, relating hereto.

                       (c)   In no event shall the liability of any Subscriber
or permitted successor hereunder or under any Transaction Document or other
agreement delivered in connection herewith be greater in amount than the dollar
amount of the net proceeds actually received by such Subscriber upon the sale of
Registrable Securities (as defined herein).

                       (d)   The procedures set forth in Section 11.6 shall
apply to the indemnification set forth in Sections 10(a) and 10(b) above.

                  11.1. Registration Rights. The Company hereby grants the
following registration rights to holders of the Securities.

                        (i)   On one occasion, for a period commencing one
hundred and twenty-one (121) days after the Closing Date, but not later than two
(2) years after the Closing Date, upon a written request therefor from any
record holder or holders of more than 50% of the Shares issued and issuable upon
conversion of the outstanding Preferred Stock and outstanding Warrant Shares,
the Company shall prepare and file with the Commission a registration statement
under the 1933 Act registering the Registrable Securities, as defined in Section
11.1(iv) hereof, which are the subject of such request for




                                       14





unrestricted public resale by the holder thereof. For purposes of Sections
11.1(i) and 11.1(ii), Registrable Securities shall not include Securities which
are (A) registered for resale in an effective registration statement, (B)
included for registration in a pending registration statement, or (C) which have
been issued without further transfer restrictions after a sale or transfer
pursuant to Rule 144 under the 1933 Act. Upon the receipt of such request, the
Company shall promptly give written notice to all other record holders of the
Registrable Securities that such registration statement is to be filed and shall
include in such registration statement Registrable Securities for which it has
received written requests within ten (10) days after the Company gives such
written notice. Such other requesting record holders shall be deemed to have
exercised their demand registration right under this Section 11.1(i).

                        (ii)  If the Company at any time proposes to register
any of its securities under the 1933 Act for sale to the public, whether for its
own account or for the account of other security holders or both, except with
respect to registration statements on Forms S-4, S-8 or another form not
available for registering the Registrable Securities for sale to the public,
provided the Registrable Securities are not otherwise registered for resale by
the Subscribers or Warrant (?) Holder pursuant to an effective registration
statement, each such time it will give at least fifteen (15) days' prior written
notice to the record holder of the Registrable Securities of its intention so to
do. Upon the written request of the holder, received by the Company within ten
(10) days after the giving of any such notice by the Company, to register any of
the Registrable Securities not previously registered, the Company will cause
such Registrable Securities as to which registration shall have been so
requested to be included with the securities to be covered by the registration
statement proposed to be filed by the Company, all to the extent required to
permit the sale or other disposition of the Registrable Securities so registered
by the holder of such Registrable Securities (the "SELLER" or "Sellers"). In the
event that any registration pursuant to this Section 11.1(ii) shall be, in whole
or in part, an underwritten public offering of common stock of the Company, the
number of shares of Registrable Securities to be included in such an
underwriting may be reduced by the managing underwriter if and to the extent
that the Company and the underwriter shall reasonably be of the opinion that
such inclusion would adversely affect the marketing of the securities to be sold
by the Company therein; provided, however, that the Company shall notify the
Seller in writing of any such reduction. Notwithstanding the foregoing
provisions, or Section 11.4 hereof, the Company may withdraw or delay or suffer
a delay of any registration statement referred to in this Section 11.1(ii)
without thereby incurring any liability to the Seller.

                        (iii) If, at the time any written request for
registration is received by the Company pursuant to Section 11.1(i), the Company
has determined to proceed with the actual preparation and filing of a
registration statement under the 1933 Act in connection with the proposed offer
and sale for cash of any of its securities for the Company's own account and the
Company actually does file such other registration statement, such written
request shall be deemed to have been given pursuant to Section 11.1(ii) rather
than Section 11.1(i), and the rights of the holders of Registrable Securities
covered by such written request shall be governed by Section 11.1(ii).

                        (iv)  The Company shall file with the Commission a Form
SB-2 registration statement (the "REGISTRATION STATEMENT") (or such other form
that it is eligible to use) in order to register the Registrable Securities for
resale and distribution under the 1933 Act within thirty (30) calendar days
after the Closing Date (the "FILING DATE"), and cause to be declared effective
not later than one hundred and twenty (120) calendar days after the Closing Date
(the "EFFECTIVE DATE"). The Company will register not less than a number of
shares of common stock in the aforedescribed registration statement that is
equal to 175% of the Shares issuable upon conversion of all of the Preferred
Stock issuable to the Subscribers, and 100% of the Warrant Shares issuable
pursuant to this Agreement upon exercise of the Warrants and Finder's Warrants
(collectively the "REGISTRABLE SECURITIES"). The Registrable Securities shall be
reserved and set aside exclusively for the benefit of each Subscriber and
Warrant holder, pro rata, and not issued, employed or reserved for anyone other
than each such Subscriber and Warrant holder. The Registration Statement will
immediately be amended or additional registration statements will be immediately
filed by the Company as necessary to register additional shares of Common Stock
to allow the public resale of all




                                       15






Common Stock included in and issuable by virtue of the Registrable Securities.
Except with the written consent of the Subscriber, or as described on SCHEDULE
11.1 hereto, no securities of the Company other than the Registrable Securities
will be included in the Registration Statement. It shall be deemed a
Non-Registration Event if at any time after the date the Registration Statement
is declared effective by the Commission ("ACTUAL EFFECTIVE DATE") the Company
has registered for unrestricted resale on behalf of the Sellers fewer than 100%
of the amount of Common Shares issuable upon full conversion of all sums due
under the Preferred Stock and 100% of the Warrant Shares issuable upon exercise
of the Warrants.

                  11.2. Registration Procedures. If and whenever the Company is
required by the provisions of Section 11.1(i), 11.1(ii), or (iv) to effect the
registration of any Registrable Securities under the 1933 Act, the Company will,
as expeditiously as possible:

                        (a)   subject to the timelines provided in this
Agreement, prepare and file with the Commission a registration statement
required by Section 11, with respect to such securities and use its best efforts
to cause such registration statement to become and remain effective for the
period of the distribution contemplated thereby (determined as herein provided),
promptly provide to the holders of the Registrable Securities copies of all
filings and Commission letters of comment and notify Grushko & Mittman, P.C. (by
telecopier or by email to Counslers@aol.com) on or before 6:00 PM EST not later
than the first business Day after the Company receives notice that (i) the
Commission has no comments or no further comments on the Registration Statement,
and (ii) the registration statement has been declared effective (failure to
timely provide notice as required by this Section 11.2(a) shall be a material
breach of the Company's obligation and an Event of Default as defined in the
Preferred Stock and a Non-Registration Event as defined in Section 11.4 of this
Agreement);

                        (b)   prepare and file with the Commission such
amendments and supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to keep such registration
statement effective until such registration statement has been effective for a
period of two (2) years, and comply with the provisions of the 1933 Act with
respect to the disposition of all of the Registrable Securities covered by such
registration statement in accordance with the Sellers' intended method of
disposition set forth in such registration statement for such period;

                        (c)   furnish to the Sellers, at the Company's expense,
such number of copies of the registration statement and the prospectus included
therein (including each preliminary prospectus) as such persons reasonably may
request in order to facilitate the public sale or their disposition of the
securities covered by such registration statement or make them electronically
available;

                        (d)   use its commercially reasonable best efforts to
register or qualify the Registrable Securities covered by such registration
statement under the securities or "blue sky" laws of New York and such
jurisdictions as the Sellers shall request in writing, provided, however, that
the Company shall not for any such purpose be required to qualify generally to
transact business as a foreign corporation in any jurisdiction where it is not
so qualified or to consent to general service of process in any such
jurisdiction;

                        (e)   if applicable, list the Registrable Securities
covered by such registration statement with any securities exchange on which the
Common Stock of the Company is then listed;

                        (f)   notify the Subscribers within two hours of the
Company's becoming aware that a prospectus relating thereto is required to be
delivered under the 1933 Act, of the happening of any event of which the Company
has knowledge as a result of which the prospectus contained in such registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then
existing or which becomes subject to a Commission, state or other



                                       16





governmental order suspending the effectiveness of the registration statement
covering any of the Shares; and

                        (g)   provided same would not be in violation of the
provision of Regulation FD under the 1934 Act, reasonably make available for
inspection by the Sellers, and any attorney, accountant or other agent retained
by the Seller or underwriter, upon prior written request no more frequent than
four times per calendar year, all publicly available, non-confidential financial
and other records, pertinent corporate documents and properties of the Company,
and cause the Company's officers, directors and employees to supply all publicly
available, non-confidential information reasonably requested by the seller,
attorney, accountant or agent in connection with such registration statement.

                  11.3. Provision of Documents. In connection with each
registration described in this Section 11, each Seller will furnish to the
Company in writing such information and representation letters with respect to
itself and the proposed distribution by it as reasonably shall be necessary in
order to assure compliance with federal and applicable state securities laws.

                  11.4. Non-Registration Events. The Company and the Subscribers
agree that the Sellers will suffer damages if the Registration Statement is not
filed by the Filing Date and not declared effective by the Commission by the
Effective Date, and any registration statement required under Section 11.1(i) or
11.1(ii) is not filed within 60 days after written request and declared
effective by the Commission within 150 days after such request, and maintained
in the manner and within the time periods contemplated by Section 11 hereof, and
it would not be feasible to ascertain the extent of such damages with precision.
Accordingly, if (A) the Registration Statement is not filed on or before the
Filing Date, (B) is not declared effective on or before the Effective Date, (C)
due to the action or inaction of the Company the Registration Statement is not
declared effective within three (3) business days after receipt by the Company
or its attorneys of a written or oral communication from the Commission that the
Registration Statement will not be reviewed or that the Commission has no
further comments, (D) if the registration statement described in Sections
11.1(i) or 11.1(ii) is not filed within 60 days after such written request, or
is not declared effective within 150 days after such written request, or (E) any
registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is
filed and declared effective but shall thereafter cease to be effective without
being succeeded within thirty (30) business days by an effective replacement or
amended registration statement or for a period of time which shall exceed 30
days in the aggregate per year (defined as a period of 365 days commencing on
the Actual Effective Date (each such event referred to in clauses (A) through
(E) of this Section 11.4 is referred to herein as a "Non-Registration Event"),
then the Company shall deliver to the holder of Registrable Securities, as
Liquidated Damages, an amount equal to two percent (2%) for each thirty (30)
days or part thereof of the Purchase Price of the Preferred Stock remaining
unconverted and purchase price of Shares issued upon conversion of the
Obligation Amount owned of record by such holder which are subject to such
Non-Registration Event. The Company must pay the Liquidated Damages in cash,
except that the Company may pay such Liquidated Damages with registered shares
of Common stock at a time when an Event of Default is not pending with such
shares valued at fifty percent (50%) of the Conversion Price in effect on each
thirtieth day or sooner date upon which Liquidated Damages have accrued. The
Liquidated Damages must be paid within ten (10) days after the end of each
thirty (30) day period or shorter part thereof for which Liquidated Damages are
payable. In the event a Registration Statement is filed by the Filing Date but
is withdrawn prior to being declared effective by the Commission, then such
Registration Statement will be deemed to have not been filed. All oral or
written comments received from the Commission relating to the Registration
Statement must be satisfactorily responded to within a timely manner after
receipt of comments from the Commission. Failure to timely respond to Commission
comments is a Non-Registration Event for which Liquidated Damages shall accrue
and be payable by the Company to the holders of Registrable Securities at the
same rate set forth above. Notwithstanding the foregoing, the Company shall not
be liable to the Subscriber under this Section 11.4 for any events or delays
occurring as a consequence of the acts or omissions of the Subscribers contrary
to the obligations undertaken by Subscribers in this Agreement. Liquidated
Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a
Non-Registration Event be deemed to have occurred for




                                       17





times during which Registrable Securities are transferable by the holder of
Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

                  11.5. Expenses. All expenses incurred by the Company in
complying with Section 11, including, without limitation, all registration and
filing fees, printing expenses (if required), fees and disbursements of counsel
and independent public accountants for the Company, fees and expenses (including
reasonable counsel fees) incurred in connection with complying with state
securities or "blue sky" laws, fees of the National Association of Securities
Dealers, Inc., transfer taxes, and fees of transfer agents and registrars, are
called "REGISTRATION EXPENSES." All underwriting discounts and selling
commissions applicable to the sale of Registrable Securities are called "SELLING
EXPENSES." The Company will pay all Registration Expenses in connection with the
registration statement under Section 11. Selling Expenses in connection with
each registration statement under Section 11 shall be borne by the Seller and
may be apportioned among the Sellers in proportion to the number of shares sold
by the Seller relative to the number of shares sold under such registration
statement or as all Sellers thereunder may agree.

                  11.6. Indemnification and Contribution.

                        (a)   In the event of a registration of any Registrable
Securities under the 1933 Act pursuant to Section 11, the Company will, to the
extent permitted by law, indemnify and hold harmless the Seller, each officer of
the Seller, each director of the Seller, each underwriter of such Registrable
Securities thereunder and each other person, if any, who controls such Seller or
underwriter within the meaning of the 1933 Act, against any losses, claims,
damages or liabilities, joint or several, to which the Seller, or such
underwriter or controlling person may become subject under the 1933 Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any registration statement
under which such Registrable Securities was registered under the 1933 Act
pursuant to Section 11, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereof, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances when made, and will subject to the provisions of
Section 11.6(c) reimburse the Seller, each such underwriter and each such
controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company shall not be liable to
the Seller to the extent that any such damages arise out of or are based upon an
untrue statement or omission made in any preliminary prospectus if (i) the
Seller failed to send or deliver a copy of the final prospectus delivered by the
Company to the Seller with or prior to the delivery of written confirmation of
the sale by the Seller to the person asserting the claim from which such damages
arise, (ii) the final prospectus would have corrected such untrue statement or
alleged untrue statement or such omission or alleged omission, or (iii) to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission so made in conformity with information furnished by any such Seller, or
any such controlling person in writing specifically for use in such registration
statement or prospectus.

                        (b)   In the event of a registration of any of the
Registrable Securities under the 1933 Act pursuant to Section 11, each Seller
severally but not jointly will, to the extent permitted by law, indemnify and
hold harmless the Company, and each person, if any, who controls the Company
within the meaning of the 1933 Act, each officer of the Company who signs the
registration statement, each director of the Company, each underwriter and each
person who controls any underwriter within the meaning of the 1933 Act, against
all losses, claims, damages or liabilities, joint or several, to which the
Company or such officer, director, underwriter or controlling person may become
subject under the 1933 Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact contained
in the registration statement under which such Registrable Securities were
registered under the 1933 Act pursuant to Section 11, any preliminary prospectus
or final prospectus contained therein, or any amendment or supplement



                                       18





thereof, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and will reimburse the Company and each
such officer, director, underwriter and controlling person for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action, provided, however,
that the Seller will be liable hereunder in any such case if and only to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in reliance upon and in conformity with information pertaining to
such Seller, as such, furnished in writing to the Company by such Seller
specifically for use in such registration statement or prospectus, and provided,
further, however, that the liability of the Seller hereunder shall be limited to
the net proceeds actually received by the Seller from the sale of Registrable
Securities covered by such registration statement.

                        (c)   Promptly after receipt by an indemnified party
hereunder of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party hereunder, notify the indemnifying party in writing thereof, but the
omission so to notify the indemnifying party shall not relieve it from any
liability which it may have to such indemnified party other than under this
Section 11.6(c) and shall only relieve it from any liability which it may have
to such indemnified party under this Section 11.6(c), except and only if and to
the extent the indemnifying party is prejudiced by such omission. In case any
such action shall be brought against any indemnified party and it shall notify
the indemnifying party of the commencement thereof, the indemnifying party shall
be entitled to participate in and, to the extent it shall wish, to assume and
undertake the defense thereof with counsel reasonably satisfactory to such
indemnified party, and, after notice from the indemnifying party to such
indemnified party of its election so to assume and undertake the defense
thereof, the indemnifying party shall not be liable to such indemnified party
under this Section 11.6(c) for any legal expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation and of liaison with counsel so selected, provided,
however, that, if the defendants in any such action include both the indemnified
party and the indemnifying party and the indemnified party shall have reasonably
concluded that there may be reasonable defenses available to it which are
different from or additional to those available to the indemnifying party or if
the interests of the indemnified party reasonably may be deemed to conflict with
the interests of the indemnifying party, the indemnified parties, as a group,
shall have the right to select one separate counsel and to assume such legal
defenses and otherwise to participate in the defense of such action, with the
reasonable expenses and fees of such separate counsel and other expenses related
to such participation to be reimbursed by the indemnifying party as incurred.

                        (d)   In order to provide for just and equitable
contribution in the event of joint liability under the 1933 Act in any case in
which either (i) a Seller, or any controlling person of a Seller, makes a claim
for indemnification pursuant to this Section 11.6 but it is judicially
determined (by the entry of a final judgment or decree by a court of competent
jurisdiction and the expiration of time to appeal or the denial of the last
right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that this Section 11.6 provides for indemnification in
such case, or (ii) contribution under the 1933 Act may be required on the part
of the Seller or controlling person of the Seller in circumstances for which
indemnification is not provided under this Section 11.6; then, and in each such
case, the Company and the Seller will contribute to the aggregate losses,
claims, damages or liabilities to which they may be subject (after contribution
from others) in such proportion so that the Seller is responsible only for the
portion represented by the percentage that the public offering price of its
securities offered by the registration statement bears to the public offering
price of all securities offered by such registration statement, provided,
however, that, in any such case, (y) the Seller will not be required to
contribute any amount in excess of the public offering price of all such
securities sold by it pursuant to such registration statement; and (z) no person
or entity guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the 1933 Act) will be entitled to contribution from any person or
entity who was not guilty of such fraudulent misrepresentation.



                                       19





                  11.7. Delivery of Unlegended Shares.

                        (a)   Within three (3) business days (such third
business day being the "UNLEGENDED SHARES DELIVERY DATE") after the business day
on which the Company has received (i) a notice that Shares or Warrant Shares or
any other Common Stock held by a Subscriber have been sold pursuant to the
Registration Statement or Rule 144 under the 1933 Act, (ii) a representation
that the prospectus delivery requirements, or the requirements of Rule 144, as
applicable and if required, have been satisfied, and (iii) the original share
certificates representing the shares of Common Stock that have been sold, and
(iv) in the case of sales under Rule 144, customary representation letters of
the Subscriber and/or Subscriber's broker regarding compliance with the
requirements of Rule 144, the Company at its expense, (y) shall deliver, and
shall cause legal counsel selected by the Company to deliver to its transfer
agent (with copies to Subscriber) an appropriate instruction and opinion of such
counsel, directing the delivery of shares of Common Stock without any legends
including the legend set forth in Section 4(h) above, reissuable pursuant to any
effective and current Registration Statement described in Section 11 of this
Agreement or pursuant to Rule 144 under the 1933 Act (the "UNLEGENDED SHARES");
and (z) cause the transmission of the certificates representing the Unlegended
Shares together with a legended certificate representing the balance of the
submitted Shares certificate, if any, to the Subscriber at the address specified
in the notice of sale, via express courier, by electronic transfer or otherwise
on or before the Unlegended Shares Delivery Date.

                        (b)   In lieu of delivering physical certificates
representing the Unlegended Shares, if the Company's transfer agent is
participating in the Depository Trust Company ("DTC") Fast Automated Securities
Transfer program, upon request of a Subscriber, so long as the certificates
therefor do not bear a legend and the Subscriber is not obligated to return such
certificate for the placement of a legend thereon, the Company shall cause its
transfer agent to electronically transmit the Unlegended Shares by crediting the
account of Subscriber's prime Broker with DTC through its Deposit Withdrawal
Agent Commission system. Such delivery must be made on or before the Unlegended
Shares Delivery Date.

                        (c)   The Company understands that a delay in the
delivery of the Unlegended Shares pursuant to Section 11 hereof later than two
business days after the Unlegended Shares Delivery Date could result in economic
loss to a Subscriber. As compensation to a Subscriber for such loss, the Company
agrees to pay late payment fees (as liquidated damages and not as a penalty) to
the Subscriber for late delivery of Unlegended Shares in the amount of $100 per
business day after the Delivery Date for each $10,000 of purchase price of the
Unlegended Shares subject to the delivery default. If during any 360 day period,
the Company fails to deliver Unlegended Shares as required by this Section 11.7
for an aggregate of thirty (30) days, then each Subscriber or assignee holding
Securities subject to such default may, at its option, require the Company to
redeem all or any portion of the Shares and Warrant Shares subject to such
default at a price per share equal to 120% of the Purchase Price of such Common
Stock and Warrant Shares ("UNLEGENDED REDEMPTION AMOUNT"). The amount of the
aforedescribed liquidated damages that have accrued or been paid for the twenty
day period prior to the receipt by the Subscriber of the Unlegended Redemption
Amount shall be credited against the Unlegended Redemption Amount. The Company
shall pay any payments incurred under this Section in immediately available
funds upon demand.

                        (d)   In addition to any other rights available to a
Subscriber, if the Company fails to deliver to a Subscriber Unlegended Shares as
required pursuant to this Agreement, within seven (7) business days after the
Unlegended Shares Delivery Date and the Subscriber purchases (in an open market
transaction or otherwise) shares of common stock to deliver in satisfaction of a
sale by such Subscriber of the shares of Common Stock which the Subscriber was
entitled to receive from the Company (a "BUY-IN"), then the Company shall pay in
cash to the Subscriber (in addition to any remedies available to or elected by
the Subscriber) the amount by which (A) the Subscriber's total purchase price
(including brokerage commissions, if any) for the shares of common stock so
purchased exceeds (B) the aggregate purchase price of the shares of Common Stock
delivered to the Company for reissuance as Unlegended Shares




                                       20





together with interest thereon at a rate of 15% per annum, accruing until such
amount and any accrued interest thereon is paid in full (which amount shall be
paid as liquidated damages and not as a penalty). For example, if a Subscriber
purchases shares of Common Stock having a total purchase price of $11,000 to
cover a Buy-In with respect to $10,000 of purchase price of shares of Common
Stock delivered to the Company for reissuance as Unlegended Shares, the Company
shall be required to pay the Subscriber $1,000, plus interest. The Subscriber
shall provide the Company written notice indicating the amounts payable to the
Subscriber in respect of the Buy-In.

                        (e)   In the event a Subscriber shall request delivery
of Unlegended Shares as described in Section 11.7 and the Company is required to
deliver such Unlegended Shares pursuant to Section 11.7, the Company may not
refuse to deliver Unlegended Shares based on any claim that such Subscriber or
any one associated or affiliated with such Subscriber has been engaged in any
violation of law, or for any other reason, unless, an injunction or temporary
restraining order from a court, on notice, restraining and or enjoining delivery
of such Unlegended Shares or exercise of all or part of said Warrant shall have
been sought and obtained and the Company has posted a surety bond for the
benefit of such Subscriber in the amount of 120% of the amount of the aggregate
purchase price of the Common Stock and Warrant Shares which are subject to the
injunction or temporary restraining order, which bond shall remain in effect
until the completion of arbitration/litigation of the dispute and the proceeds
of which shall be payable to such Subscriber to the extent Subscriber obtains
judgment in Subscriber's favor.

                        12.   (a)  Participation Rights. Until the earlier of
one year after the Actual Effective Date or the first date on which the
Preferred Stock is no longer outstanding, the Subscribers shall be given not
less than seven (7) business days prior written notice of any proposed sale by
the Company of its common stock or other securities or debt obligations, except
in connection with (i) full or partial consideration in connection with a
strategic merger, acquisition, consolidation or purchase of substantially all of
the securities or assets of corporation or other entity which holders of such
securities or debt are not at any time granted registration rights, (ii) the
Company's issuance of securities in connection with strategic license agreements
and other partnering arrangements so long as such issuances are not for the
purpose of raising capital which holders of such securities or debt are not at
any time granted registration rights, (iii) the Company's issuance of Common
Stock or the issuances or grants of options to purchase Common Stock pursuant to
stock option plans and employee stock purchase plans described on SCHEDULE 5(D)
hereto, (iv) as a result of the exercise of Warrants or conversion of Preferred
Stock which are granted or issued pursuant to this Agreement, (v) the payment of
dividends on the Preferred Stock and liquidated damages, (vi) as has been
described in the Reports or Other Written Information filed with the Commission
not later than three Business Days before the Closing Date, and (vii) up to
$200,000 of Stated Value of Preferred Stock to Sunrise Equity Partners, LP on
the same terms and conditions as the Offering (collectively the foregoing are
"EXCEPTED ISSUANCES"). The Subscribers who exercise their rights pursuant to
this Section 12(a) shall have the right during the seven (7) business days
following receipt of the notice to participate in such offering of common stock,
debt or other securities in accordance with the terms and conditions set forth
in the notice of sale in the same proportion to each other as their purchase of
Preferred Stock in the Offering, in aggregate amount not exceeding the greater
of $3,000,000 or 10% of the amount of such other offering. In the event such
terms and conditions are modified during the notice period, the Subscribers
shall be given prompt notice of such modification and shall have the right
during the seven (7) business days following the notice of modification to
exercise such right.

                        (b)   Favored Nations Provision. Other than in
connection with the Excepted Issuances, if at any time when Preferred Stock or
Warrants are outstanding the Company shall offer, issue or agree to issue any
Common Stock or securities convertible into or exercisable for shares of Common
Stock (or modify any of the foregoing which may be outstanding) to any person or
entity at a price per share or conversion or exercise price per share which
shall be less than the Conversion Price in respect of the Shares, or if less
than the Warrant exercise price in respect of the Warrant Shares, without the
consent of each Subscriber holding Preferred Stock, Shares, Warrants, or Warrant
Shares, then the Company shall issue, for each such occasion, additional shares
of Common Stock to each Subscriber so that the average





                                       21





per share purchase price of the shares of Common Stock issued to the Subscriber
(of only the Common Stock or Warrant Shares still owned by the Subscriber which
Shares or Warrant Shares may not be publicly sold by Subscriber at the time of
the dilutive event) is equal to such other lower price per share and the
Conversion Price and Warrant exercise price shall automatically be adjusted to
such other lower price. The average Purchase Price of the Shares and average
exercise price in relation to the Warrant Shares shall be calculated separately
for the Shares and Warrant Shares. The foregoing calculation and issuance shall
be made separately for Shares received upon conversion and separately for
Warrant Shares. The delivery to the Subscriber of the additional shares of
Common Stock shall be not later than the closing date of the transaction giving
rise to the requirement to issue additional shares of Common Stock. The
Subscriber is granted the registration rights described in Section 11 hereof in
relation to such additional shares of Common Stock except that the Filing Date
and Effective Date vis-a-vis such additional common shares shall be,
respectively, the 60th and 120th date after the closing date giving rise to the
requirement to issue the additional shares of Common Stock. For purposes of the
issuance and adjustment described in this paragraph, the issuance of any
security of the Company carrying the right to convert such security into shares
of Common Stock or of any warrant, right or option to purchase Common Stock
shall result in the issuance of the additional shares of Common Stock upon the
sooner of the agreement to or actual issuance of such convertible security,
warrant, right or option and again at any time upon any subsequent issuances of
shares of Common Stock upon exercise of such conversion or purchase rights if
such issuance is at a price lower than the Conversion Price or Warrant exercise
price in effect upon such issuance. The rights of the Subscriber set forth in
this Section 12 are in addition to any other rights the Subscriber has pursuant
to this Agreement, the Certificate of Designation, any Transaction Document, any
other agreement referred to or entered into in connection herewith, and at law,
equity or otherwise.

                        (c)   Paid In Kind. The Subscriber may demand that some
or all of the sums payable to the Subscriber pursuant to the Transaction
Documents that are not paid within ten business days of the required payment
date be paid in shares of Common Stock valued at the Conversion Price in effect
at the time Subscriber makes such demand or, at the Subscriber's election, at
such other valuation described in the Transaction Documents. In addition to any
other rights granted to the Subscriber herein, the Subscriber is also granted
the registration rights set forth in Section 11.1(ii) hereof in relation to the
aforedescribed shares of Common Stock.

                        (d)   Maximum Exercise of Rights. In the event the
exercise of the rights described in Sections 12(a), 12(b) and 12(c) would result
in the issuance of an amount of Common Stock of the Company that would exceed
the maximum amount that may be issued to a Subscriber calculated in the manner
described in Section 4(c) of the Certificate of Designation, then the issuance
of such additional shares of Common Stock of the Company to such Subscriber will
be deferred in whole or in part until such time as such Subscriber is able to
beneficially own such Common Stock without exceeding the maximum amount set
forth calculated in such manner. The determination of when such Common Stock may
be issued shall be made by each Subscriber as to only such Subscriber.

                        (e)   Offering Restrictions. For so long as Preferred
Stock is outstanding, the Company will not enter into any equity line of credit
or similar agreement, nor issue nor agree to issue any floating or variable
priced equity linked instruments nor any of the foregoing or equity with price
reset rights.

                  13.   Miscellaneous.

                        (a)   Notices. All notices, demands, requests, consents,
approvals, and other communications required or permitted hereunder shall be in
writing and, unless otherwise specified herein, shall be (i) personally served,
(ii) deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or




                                       22





permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be: (i) if to the Company, to: Novelos Therapeutics,
Inc., One Gateway Center, Suite 504, Newton, MA 02458, Attn: Harry S. Palmin,
President, telecopier: (617) 964-6331, with a copy by telecopier only to:
Greenberg & Kahr, 230 Park Avenue, Suite 430, new York, NY 10169, Attn: Andrew
J. Levinson, Esq., telecopier: (212) 953-7704, and (ii) if to the Subscriber,
to: the one or more addresses and telecopier numbers indicated on the signature
pages hereto, with an additional copy by telecopier only to: Grushko & Mittman,
P.C., 551 Fifth Avenue, Suite 1601, New York, New York 10176, telecopier number:
(212) 697-3575.

                        (b)   Entire Agreement; Assignment. This Agreement and
other documents delivered in connection herewith represent the entire agreement
between the parties hereto with respect to the subject matter hereof and may be
amended only by a writing executed by both parties. Neither the Company nor the
Subscribers have relied on any representations not contained or referred to in
this Agreement and the documents delivered herewith. No right or obligation of
the Company shall be assigned without prior notice to and the written consent of
the Subscribers.

                        (c)   Counterparts/Execution. This Agreement may be
executed in any number of counterparts and by the different signatories hereto
on separate counterparts, each of which, when so executed, shall be deemed an
original, but all such counterparts shall constitute but one and the same
instrument. This Agreement may be executed by facsimile signature and delivered
by facsimile transmission.

                        (d)   Law Governing this Agreement. This Agreement shall
be governed by and construed in accordance with the laws of the State of New
York without regard to conflicts of laws principles that would result in the
application of the substantive laws of another jurisdiction. Any action brought
by either party against the other concerning the transactions contemplated by
this Agreement shall be brought only in the civil or state courts of New York or
in the federal courts located in New York County. THE PARTIES AND THE
INDIVIDUALS EXECUTING THIS AGREEMENT AND OTHER AGREEMENTS REFERRED TO HEREIN OR
DELIVERED IN CONNECTION HEREWITH ON BEHALF OF THE COMPANY AGREE TO SUBMIT TO THE
JURISDICTION OF SUCH COURTS AND WAIVE TRIAL BY JURY. The prevailing party shall
be entitled to recover from the other party its reasonable attorney's fees and
costs. In the event that any provision of this Agreement or any other agreement
delivered in connection herewith is invalid or unenforceable under any
applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law. Any such provision which
may prove invalid or unenforceable under any law shall not affect the validity
or enforceability of any other provision of any agreement.

                        (e)   Specific Enforcement, Consent to Jurisdiction. The
Company and Subscriber acknowledge and agree that irreparable damage may occur
in the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to seek one or more
preliminary and final injunctions to prevent or cure breaches of the provisions
of this Agreement and to enforce specifically the terms and provisions hereof,
this being in addition to any other remedy to which any of them may be entitled
by law or equity. Subject to Section 13(d) hereof, each of the Company,
Subscriber and any signator hereto in his personal capacity hereby waives, and
agrees not to assert in any such suit, action or proceeding, any claim that it
is not personally subject to the jurisdiction in New York of such court, that
the suit, action or




                                       23





proceeding is brought in an inconvenient forum or that the venue of the suit,
action or proceeding is improper. Nothing in this Section shall affect or limit
any right to serve process in any other manner permitted by law.

                        (f)   Damages. In the event the Subscriber is entitled
to receive any liquidated damages pursuant to the Transactions, the Subscriber
may elect to receive the greater of actual damages or such liquidated damages.

                        (g)   Independent Nature of Subscribers. The Company
acknowledges that the obligations of each Subscriber under the Transaction
Documents are several and not joint with the obligations of any other
Subscriber, and no Subscriber shall be responsible in any way for the
performance of the obligations of any other Subscriber under the Transaction
Documents. The Company acknowledges that each Subscriber has represented that
the decision of each Subscriber to purchase Securities has been made by such
Subscriber independently of any other Subscriber and independently of any
information, materials, statements or opinions as to the business, affairs,
operations, assets, properties, liabilities, results of operations, condition
(financial or otherwise) or prospects of the Company which may have been made or
given by any other Subscriber or by any agent or employee of any other
Subscriber, and no Subscriber or any of its agents or employees shall have any
liability to any Subscriber (or any other person) relating to or arising from
any such information, materials, statements or opinions. The Company
acknowledges that nothing contained in any Transaction Document, and no action
taken by any Subscriber pursuant hereto or thereto (including, but not limited
to, the (i) inclusion of a Subscriber in the Registration Statement and (ii)
review by, and consent to, such Registration Statement by a Subscriber) shall be
deemed to constitute the Subscribers as a partnership, an association, a joint
venture or any other kind of entity, or create a presumption that the
Subscribers are in any way acting in concert or as a group with respect to such
obligations or the transactions contemplated by the Transaction Documents. The
Company acknowledges that each Subscriber shall be entitled to independently
protect and enforce its rights, including without limitation, the rights arising
out of the Transaction Documents, and it shall not be necessary for any other
Subscriber to be joined as an additional party in any proceeding for such
purpose. The Company acknowledges that it has elected to provide all Subscribers
with the same terms and Transaction Documents for the convenience of the Company
and not because Company was required or requested to do so by the Subscribers.
The Company acknowledges that such procedure with respect to the Transaction
Documents in no way creates a presumption that the Subscribers are in any way
acting in concert or as a group with respect to the Transaction Documents or the
transactions contemplated thereby.

                        (h)   As used in the Agreement, "consent of the
Subscribers" or similar language means the consent of holders of not less than
80% of the total of the Shares issued and issuable upon conversion of
outstanding Preferred Stock owned by Subscribers on the date consent is
requested.

                        (i)   No consideration shall be offered or paid to any
person to amend or consent to a waiver or modification of any provision of the
Transaction Documents unless the same consideration is also offered to all the
parties to the Transaction Documents.

                      [THIS SPACE INTENTIONALLY LEFT BLANK]









                  SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (A)
                  --------------------------------------------

         Please acknowledge your acceptance of the foregoing Subscription
Agreement by signing and returning a copy to the undersigned whereupon it shall
become a binding agreement between us.

                                   NOVELOS THERAPEUTICS, INC.
                                   a Delaware corporation


                                   By:
                                      ---------------------------------------
                                            Name:  Harry S. Palmin
                                            Title: President

                                            Dated: September 30, 2005




---------------------------------------- --------------------------- -----------
SUBSCRIBER                               PURCHASE PRICE AND STATED   WARRANTS
                                         VALUE OF PREFERRED STOCK
---------------------------------------- --------------------------- -----------
                                         $


--------------------------------------
(Signature)
 By:
---------------------------------------- --------------------------- -----------


---------------------------------------- --------------------------- -----------
SUBSCRIBER                               PURCHASE PRICE AND STATED   WARRANTS
                                         VALUE OF PREFERRED STOCK
---------------------------------------- --------------------------- -----------
                                         $

--------------------------------------
(Signature)
 By:
---------------------------------------- --------------------------- -----------









                  SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (B)


         Please acknowledge your acceptance of the foregoing Subscription
Agreement by signing and returning a copy to the undersigned whereupon it shall
become a binding agreement between us.

                                   NOVELOS THERAPEUTICS, INC.
                                   a Delaware corporation


                                   By:
                                      ------------------------------------
                                            Name:  Harry S. Palmin
                                            Title: President

                                            Dated: September 30, 2005




---------------------------------------- ----------------------------- ---------
SUBSCRIBER                               PURCHASE PRICE AND STATED     WARRANTS
                                         VALUE OF PREFERRED STOCK
---------------------------------------- ----------------------------- ---------
                                         $


--------------------------------------
(Signature)
 By:
---------------------------------------- ----------------------------- ---------























                                                                       EXHIBIT 2

              CERTIFICATE TO SET FORTH DESIGNATIONS, VOTING POWERS,
              PREFERENCES, LIMITATIONS, RESTRICTIONS, AND RELATIVE
                  RIGHTS OF SERIES A 8% CUMULATIVE CONVERTIBLE
                  PREFERRED STOCK, $.00001 PAR VALUE PER SHARE


         It is hereby certified that:

         I.    The name of the corporation is Novelos Therapeutics, Inc. (the
"Corporation"), a Delaware corporation.

         II.   Set forth hereinafter is a statement of the voting powers,
preferences, limitations, restrictions, and relative rights of shares of Series
A 8% Cumulative Convertible Preferred Stock hereinafter designated as contained
in a resolution of the Board of Directors of the Corporation pursuant to a
provision of the Certificate of Incorporation of the Corporation permitting the
issuance of said Series A 8% Cumulative Convertible Preferred Stock by
resolution of the Board of Directors:

         Series A 8% Cumulative Convertible Preferred Stock, $.00001 par value.

         1.   Designation: Number of Shares. The designation of said series of
Preferred Stock shall be Series A 8% Cumulative Convertible Preferred Stock (the
"Series A Preferred Stock"). The number of shares of Series A Preferred Stock
shall be 6,000. Each share of Series A Preferred Stock shall have a stated value
equal to $1,000 (as adjusted
 for any stock dividends, combinations or splits
with respect to such shares) (the "Stated Value"), and $.00001 par value. The
Corporation will not issue more than 3,000 shares of Series A Preferred Stock
("Original Issue") and such additional shares of Series A Preferred stock as may
be issued in connection with the Original Issue.

         2.    Dividends.
               ----------

               (a)    The Holders of outstanding shares of Series A Preferred
Stock shall be entitled to receive preferential dividends in cash out of any
funds of the Corporation before any dividend or other distribution will be paid
or declared and set apart for payment on any shares of any Common Stock, or
other class of stock presently authorized or to be authorized (the Common Stock,
and such other stock being hereinafter collectively the "Junior Stock") at the
rate of 8% per annum on the Stated Value, until the second anniversary of the
issue date of the Series A Preferred Stock and thereafter at the rate of 20% per
annum on the Stated Value, payable commencing with the period ending December
31, 2005 and quarterly thereafter. To the extent not prohibited by law,
dividends must be paid to the Holders not later than five (5) business days
after the end of each period for which dividends are payable. At the
Corporation's option, provided an Event of Default (as defined in Section 7
hereof) has not occurred, dividend payments may be made in additional fully paid
and nonassessable shares of Series A Preferred Stock valued at the Stated Value.
The issuance of such additional shares shall constitute full payment of such
dividends.

               (b)    The dividends on the Series A Preferred Stock at the rates
provided above shall be cumulative whether or not declared so that, if at any
time full cumulative dividends at the rate aforesaid on all shares of the Series
A Preferred Stock then outstanding from the date from and after which dividends
thereon are cumulative to the end of the quarterly dividend period next
preceding such time shall not have been paid or declared and set apart for
payment, or if the full dividend on all such outstanding Series A




                                       1





Preferred Stock for the then current dividend period shall not have been paid or
declared and set apart for payment, the amount of the deficiency shall be paid
or declared and set apart for payment before any sum shall be set apart for or
applied by the Corporation or a subsidiary of the Corporation to the purchase,
redemption or other acquisition of the Series A Preferred Stock or any shares of
any other class of stock ranking on a parity with the Series A Preferred Stock
("Parity Stock") and before any dividend or other distribution shall be paid or
declared and set apart for payment on any Junior Stock and before any sum shall
be set aside for or applied to the purchase, redemption or other acquisition of
Junior Stock.

               (c)    Dividends on all shares of the Series A Preferred Stock
shall begin to accrue and be cumulative from and after the date of issuance
thereof. A dividend period shall be deemed to commence on the day following a
dividend payment date herein specified and to end on the next succeeding
dividend payment date herein specified.

         3.    Liquidation and Mandatory Redemption Rights.
               --------------------------------------------

               (a)    Upon the dissolution, liquidation or winding-up of the
Corporation, whether voluntary or involuntary, the Holders of the Series A
Preferred Stock shall be entitled to receive before any payment or distribution
shall be made on the Junior Stock, out of the assets of the Corporation
available for distribution to stockholders, the Stated Value per share of Series
A Preferred Stock and all accrued and unpaid dividends to and including the date
of payment thereof. Upon the payment in full of all amounts due to Holders of
the Series A Preferred Stock the Holders of the Common Stock of the Corporation
and any other class of Junior Stock shall receive all remaining assets of the
Corporation legally available for distribution. If the assets of the Corporation
available for distribution to the Holders of the Series A Preferred Stock shall
be insufficient to permit payment in full of the amounts payable as aforesaid to
the Holders of Series A Preferred Stock upon such liquidation, dissolution or
winding-up, whether voluntary or involuntary, then all such assets of the
Corporation shall be distributed to the exclusion of the Holders of shares of
Junior Stock ratably among the Holders of the Series A Preferred Stock.

               (b)    The purchase or the redemption by the Corporation of
shares of any class of stock, the merger or consolidation of the Corporation
with or into any other corporation or corporations or the sale or transfer by
the Corporation of any material part of its assets shall be deemed to be a
liquidation, dissolution or winding-up of the Corporation for the purposes of
this paragraph 3.

         4.    Conversion into Common Stock. Holders of shares of Series A
Preferred Stock shall have the following conversion rights and obligations:

               (a)    Subject to the further provisions of this paragraph 4 each
Holder of shares of Series A Preferred Stock shall have the right at any time
commencing after the issuance to the Holder of Series A Preferred Stock, to
convert such shares, accrued and unpaid dividends on such shares, and any other
sum owed by the Corporation arising from the Series A Preferred Stock or
pursuant to a subscription agreement enter into by the Corporation and the
Holder or Holder's predecessor in connection with the issuance of Series A
Preferred Stock ("Subscription Agreement") (collectively "Obligation Amount")
into fully paid and non-assessable shares of Common Stock of the Corporation (as
defined in paragraph 4(i) below) determined in accordance with the Conversion
Price provided in paragraph 4(b) below (the "Conversion Price"). All issued or
accrued but unpaid dividends may be converted at the election of the Holder
simultaneously with the conversion of principal amount of Stated Value of Series
A Preferred Stock being converted.

               (b)    The number of shares of Common Stock issuable upon
conversion of the





                                       2





Obligation Amount shall equal (i) the sum of (A) the Stated Value per share
being converted, (B) at the Holder's election, accrued and unpaid dividends on
such share, and (C) at the Holder's election, any other sum owed by the
Corporation to the Holder arising from any source including but not limited to
the Series A Preferred Stock or Subscription Agreement divided by (ii) the
Conversion Price. The Conversion Price shall be $1.65, subject to adjustment as
described herein and in the Subscription Agreement.

               (c)    Holder will give notice of its decision to exercise its
right to convert the Series A Preferred Stock or part thereof by telecopying an
executed and completed Notice of Conversion (a form of which is annexed as
EXHIBIT A to the Certificate of Designation) to the Corporation via confirmed
telecopier transmission or otherwise pursuant to Section 13(a) of the
Subscription Agreement. The Holder will not be required to surrender the Series
A Preferred Stock certificate until the Series A Preferred Stock has been fully
converted. Each date on which a Notice of Conversion is telecopied to the
Corporation in accordance with the provisions hereof shall be deemed a
Conversion Date. The Corporation will itself or cause the Corporation's transfer
agent to transmit the Corporation's Common Stock certificates representing the
Common Stock issuable upon conversion of the Series A Preferred Stock to the
Holder via express courier for receipt by such Holder within three (3) business
days after receipt by the Corporation of the Notice of Conversion (the "Delivery
Date"). In the event the Common Stock is electronically transferable, then
delivery of the Common Stock must be made by electronic transfer provided
request for such electronic transfer has been made by the Holder. A Series A
Preferred Stock certificate representing the balance of the Series A Preferred
Stock not so converted will be provided by the Corporation to the Holder if
requested by Holder, provided the Holder has delivered the original Series A
Preferred Stock certificate to the Corporation. To the extent that a Holder
elects not to surrender Series A Preferred Stock for reissuance upon partial
payment or conversion, the Holder hereby indemnifies the Corporation against any
and all loss or damage attributable to a third-party claim in an amount in
excess of the actual amount of the Stated Value of the Series A Preferred Stock
then owned by the Holder.

                      In the case of the exercise of the conversion rights set
forth in paragraph 4(a) the conversion privilege shall be deemed to have been
exercised and the shares of Common Stock issuable upon such conversion shall be
deemed to have been issued upon the date of receipt by the Corporation of the
Notice of Conversion. The person or entity entitled to receive Common Stock
issuable upon such conversion shall, on the date such conversion privilege is
deemed to have been exercised and thereafter, be treated for all purposes as the
recordholder of such Common Stock and shall on the same date cease to be treated
for any purpose as the record Holder of such shares of Series A Preferred Stock
so converted.

                      Upon the conversion of any shares of Series A Preferred
Stock no adjustment or payment shall be made with respect to such converted
shares on account of any dividend on the Common Stock, except that the Holder of
such converted shares shall be entitled to be paid any dividends declared on
shares of Common Stock after conversion thereof.

                      The Corporation, in connection with any conversion of
Series A Preferred Stock, and payment of dividends on Series A Preferred Stock
may issue a fraction of a share of its Series A Preferred Stock, or may pay such
amount in cash at the stated value of the fractional portion.

                      The Corporation and Holder may not convert that amount of
the Obligation Amount on a Conversion Date in amounts that would result in the
Holder having a beneficial ownership of Common Stock which would be in excess of
the sum of (i) the number of shares of Common Stock beneficially owned by the
Holder and its affiliates on such Conversion Date, and (ii) the number of shares
of Common Stock issuable upon the conversion of the Obligation Amount with
respect to which the determination of this proviso is being made on such
Conversion Date, which would result in beneficial ownership by the Holder and
its affiliates of more than 4.99% of the outstanding shares of Common Stock of
the Corporation. For the purposes of the proviso to the immediately preceding
sentence, beneficial



                                       3





ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject to
the foregoing, the Holder shall not be limited to successive exercises which
would result in the aggregate issuance of more than 4.99%. The Holder may revoke
the conversion limitation described in this Paragraph, in whole or in part, upon
61 days prior notice to the Corporation. The Holder may allocate which of the
equity of the Corporation deemed beneficially owned by the Holder shall be
included in the 4.99% amount described above and which shall be allocated to the
excess above 4.99%.

               (d)    The Conversion Price determined pursuant to Paragraph 4(b)
shall be subject to adjustment from time to time as follows:

                      (i)    In case the Corporation shall at any time (A)
declare any dividend or distribution on its Common Stock or other securities of
the Corporation other than the Series A Preferred Stock, (B) split or subdivide
the outstanding Common Stock, (C) combine the outstanding Common Stock into a
smaller number of shares, or (D) issue by reclassification of its Common Stock
any shares or other securities of the Corporation, then in each such event the
Conversion Price shall be adjusted proportionately so that the Holders of Series
A Preferred Stock shall be entitled to receive the kind and number of shares or
other securities of the Corporation which such Holders would have owned or have
been entitled to receive after the happening of any of the events described
above had such shares of Series A Preferred Stock been converted immediately
prior to the happening of such event (or any record date with respect thereto).
Such adjustment shall be made whenever any of the events listed above shall
occur. An adjustment made to the Conversion Price pursuant to this paragraph
4(d)(i) shall become effective immediately after the effective date of the
event.

                      (ii)   For so long as Series A Preferred Stock is
outstanding, the Holder is granted the anti-dilution and price protection rights
set forth in the Subscription Agreement and herein.

               (e)    (i)    In case of any merger of the Corporation with or
into any other corporation (other than a merger in which the Corporation is the
surviving or continuing corporation and which does not result in any
reclassification, conversion, or change of the outstanding shares of Common
Stock) then unless the right to convert shares of Series A Preferred Stock shall
have terminated as part of such merger, lawful provision shall be made so that
Holders of Series A Preferred Stock shall thereafter have the right to convert
each share of Series A Preferred Stock into the kind and amount of shares of
stock and/or other securities or property receivable upon such merger by a
Holder of the number of shares of Common Stock into which such shares of Series
A Preferred Stock might have been converted immediately prior to such
consolidation or merger. Such provision shall also provide for adjustments which
shall be as nearly equivalent as may be practicable to the adjustments provided
for in sub-paragraph (d) of this paragraph 4. The foregoing provisions of this
paragraph 4(e) shall similarly apply to successive mergers.

                      (ii)   In case of any sale or conveyance to another person
or entity of the property of the Corporation as an entirety, or substantially as
an entirety, in connection with which shares or other securities or cash or
other property shall be issuable, distributable, payable, or deliverable for
outstanding shares of Common Stock, then, unless the right to convert such
shares shall have terminated, lawful provision shall be made so that the Holders
of Series A Preferred Stock shall thereafter have the right to convert each
share of the Series A Preferred Stock into the kind and amount of shares of
stock or other securities or property that shall be issuable, distributable,
payable, or deliverable upon such sale or conveyance with respect to each share
of Common Stock immediately prior to such conveyance.




                                       4





               (f)    Whenever the number of shares to be issued upon conversion
of the Series A Preferred Stock is required to be adjusted as provided in this
paragraph 4, the Corporation shall forthwith compute the adjusted number of
shares to be so issued and prepare a certificate setting forth such adjusted
conversion amount and the facts upon which such adjustment is based, and such
certificate shall forthwith be filed with the Transfer Agent for the Series A
Preferred Stock and the Common Stock; and the Corporation shall mail to each
Holder of record of Series A Preferred Stock notice of such adjusted conversion
price.

               (g)    In case at any time the Corporation shall propose:

                      (i)    to pay any dividend or distribution payable in
shares upon its Common Stock or make any distribution (other than cash
dividends) to the Holders of its Common Stock; or

                      (ii)   to offer for subscription to the Holders of its
Common Stock any additional shares of any class or any other rights; or

                      (iii)  any capital reorganization or reclassification of
its shares or the merger of the Corporation with another corporation (other than
a merger in which the Corporation is the surviving or continuing corporation and
which does not result in any reclassification, conversion, or change of the
outstanding shares of Common Stock); or

                      (iv)   the voluntary dissolution, liquidation or winding-
up of the Corporation;

then, and in any one or more of said cases, the Corporation shall cause at least
fifteen (15) days prior notice of the date on which (A) the books of the
Corporation shall close or a record be taken for such stock dividend,
distribution, or subscription rights, or (B) such capital reorganization,
reclassification, merger, dissolution, liquidation or winding-up shall take
place, as the case may be, to be mailed to the Transfer Agent for the Series A
Preferred Stock and for the Common Stock and to the Holders of record of the
Series A Preferred Stock.

               (h)    So long as any shares of Series A Preferred Stock or any
Obligation Amount shall remain outstanding and the Holders thereof shall have
the right to convert the same in accordance with provisions of this paragraph 4
the Corporation shall at the time of issuance of Series A Preferred Stock
reserve from the authorized and unissued shares of its Common Stock 175% of the
number of shares of Common Stock that would be necessary to allow the conversion
of the entire Obligation Amount.

               (i)    The term "Common Stock" as used in this Certificate of
Designation shall mean the $.00001 par value Common Stock of the Corporation as
such stock is constituted at the date of issuance thereof or as it may from time
to time be changed, or shares of stock of any class or other securities and/or
property into which the shares of Series A Preferred Stock shall at any time
become convertible pursuant to the provisions of this paragraph 4.

               (j)    The Corporation shall pay the amount of any and all issue
taxes (but not income taxes) which may be imposed in respect of any issue or
delivery of stock upon the conversion of any shares of Series A Preferred Stock,
but all transfer taxes and income taxes that may be payable in respect of any
change of ownership of Series A Preferred Stock or any rights represented
thereby or of stock receivable upon conversion thereof shall be paid by the
person or persons surrendering such stock for conversion.



                                       5




               (k)    In the event a Holder shall elect to convert any shares of
Series A Preferred Stock as provided herein, the Corporation may not refuse
conversion based on any claim that such Holder or any one associated or
affiliated with such Holder has been engaged in any violation of law, or for any
other reason unless, an injunction from a court, on notice, restraining and or
enjoining conversion of all or part of said shares of Series A Preferred Stock
shall have been issued and the Corporation posts a surety bond for the benefit
of such Holder in the Obligation Amount sought to be converted, which is subject
to the injunction, which bond shall remain in effect until the completion of
arbitration/litigation of the dispute and the proceeds of which shall be payable
to such Holder in the event it obtains judgment.

               (l)    In addition to any other rights available to the Holder,
if the Corporation fails to deliver to the Holder such certificate or
certificates pursuant to Section 4(c) by the Delivery Date and if within seven
(7) business days after the Delivery Date the Holder purchases (in an open
market transaction or otherwise) shares of Common Stock to deliver in
satisfaction of a sale by such Holder of the Common Stock which the Holder
anticipated receiving upon such conversion (a "Buy-In"), then the Corporation
shall pay in cash to the Holder (in addition to any remedies available to or
elected by the Holder) within five (5) business days after written notice from
the Holder, the amount by which (A) the Holder's total purchase price (including
brokerage commissions, if any) for the shares of Common Stock so purchased
exceeds (B) the aggregate Stated Value of the shares of Series A Preferred Stock
for which such conversion was not timely honored, together with interest thereon
at a rate of 15% per annum, accruing until such amount and any accrued interest
thereon is paid in full (which amount shall be paid as liquidated damages and
not as a penalty). For example, if the Holder purchases shares of Common Stock
having a total purchase price of $11,000 to cover a Buy-In with respect to an
attempted conversion of $10,000 of Stated Value of Series A Preferred Stock, the
Corporation shall be required to pay the Holder $1,000, plus interest. The
Holder shall provide the Corporation written notice indicating the amounts
payable to the Holder in respect of the Buy-In.

               (m)    The Corporation understands that a delay in the delivery
of Common Stock upon conversion of Preferred Stock in the form required pursuant
to this Certificate and the Subscription Agreement after the Delivery Date could
result in economic loss to the Holder. As compensation to the Holder for such
loss, the Corporation agrees to pay (as liquidated damages and not as a penalty)
to the Holder for such late issuance of Common Stock upon Conversion of the
Series A Preferred Stock in the amount of $100 per business day after the
Delivery Date for each $10,000 of Obligation Amount being converted of the
corresponding Common stock which is not timely delivered. The Corporation shall
pay any payments incurred under this section in immediately available funds upon
demand. Furthermore, in addition to any other remedies which may be available to
the Holder, in the event that the Corporation fails for any reason to effect
delivery of the Common Stock by the Delivery Date, the Holder will be entitled
to revoke all or part of the relevant Notice of Conversion or rescind all by
delivery of a notice to such effect to the Corporation whereupon the Corporation
and the Holder shall each be restored to their respective positions immediately
prior to the delivery of such notice, except that the liquidated damages
described above shall be payable through the date notice of revocation is given
to the Corporation.

               (n)    In the event a Holder shall elect to convert any part of
the Obligation Amount, the Corporation may not refuse conversion based on any
claim that Holder or any one associated or affiliated with Holder has been
engaged in any violation of law, or for any other reason, unless, an injunction
from a court, on notice, restraining and or enjoining conversion of all or part
of such Obligation Amount shall have been sought and obtained by the Corporation
and the Corporation has posted a surety bond for the benefit of such Holder in
the amount of 120% of the amount of the Obligation Amount which are sought to be
subject to the injunction, which bond shall remain in effect until the
completion of arbitration/litigation of the dispute and the proceeds of which
shall be payable to such Holder to the extent Holder obtains




                                       6





judgment.

               (o)    Commencing after the Actual Effective Date (as defined in
the Subscription Agreement), provided an Event of Default has not occurred,
whether or not such Event of Default has been cured, the Corporation will have
the option of prepaying the Obligation Amount ("Optional Redemption"), in whole
or in part, by paying to the Holder a sum of money equal to one hundred twenty
percent (120%) of the Obligation Amount to be redeemed (the "Redemption
Amount"). The Corporation's election to exercise its right to prepay must be by
notice in writing ("Notice of Redemption") and made proportionately to all
Holders of Series A Preferred Stock. The Notice of Redemption shall specify the
date for such Optional Redemption (the "Redemption Payment Date"), which date
shall be not less than thirty (30) business days after service of the Notice of
Redemption (the "Redemption Period"). A Notice of Redemption shall not be
effective with respect to any portion of the Obligation Amount for which the
Holder has a pending election to convert pursuant to Section 4 hereof, or for
conversions initiated or made by the Holder during the Redemption Period. On the
Redemption Payment Date, the Redemption Amount less any portion of the
Redemption Amount against which the Holder has exercised its rights pursuant to
Section 4, shall be paid in good funds to the Holder. In the event the
Corporation fails to pay the Redemption Amount on the Redemption Payment Date as
set forth herein, then (i) such Notice of Redemption will be null and void, (ii)
the Corporation will have no further right to deliver a Notice of Redemption,
and (iii) the Corporation's failure may be deemed by the Holder to be a
non-curable Event of Default.

               5.     Voting Rights. The Holder of shares of Series A Preferred
Stock shall not have voting rights except that the Holders of a majority of the
outstanding Series A Preferred Stock, as a class, shall have the right to
nominate one member for election to the Corporation's board of directors for so
long as any Series A Preferred Stock is outstanding. Effective contemporaneously
with the initial issuance of the Series A Preferred Stock, the Board of
Directors of the Corporation will elect the person so nominated as a member of
the Board of Directors for a term ending upon the date Series A Preferred Stock
is no longer outstanding. Only Holders of a majority of the outstanding Series A
Preferred Stock may nominate nominees for such board position. Thereafter, the
Holders of Series A Preferred Stock shall, as a class, have the right to
nominate a successor member to the Corporation's board of directors for so long
as any Series A Preferred Stock is outstanding, and such nominee shall be
immediately appointed as successor director by the Corporation's board of
directors. Any person elected as a director pursuant to this Section 5 shall be
granted the same rights, indemnification, benefits and compensation granted to
all other directors of the Corporation. A person nominated by the Holders of
Series A Preferred Stock shall meet any qualifications for service as a director
imposed by applicable laws and regulations, or by the rules of the principal
market or exchange on which the Corporation's common stock is traded or listed,
including qualification as an "independent director" under such laws,
regulations and rules.

               6.     Restrictions and Limitations.

                      (a)    Amendments to Charter. The Corporation shall not
amend its certificate of incorporation without the approval by the holders of at
least a majority of the then outstanding shares of Series A Preferred Stock if
such amendment would:

                             (i)    change the relative seniority rights of the
holders of Series A Preferred Stock as to the payment of dividends in relation
to the holders of any other capital stock of the Corporation, or create any
other class or series of capital stock entitled to seniority as to the payment
of dividends in relation to the holders of Series A Preferred Stock;




                                       7




                             (ii)   reduce the amount payable to the holders of
Series A Preferred Stock upon the voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, or change the relative seniority
of the liquidation preferences of the holders of Series A Preferred Stock to the
rights upon liquidation of the holders of other capital stock of the
Corporation, or change the dividend rights of the holders of Series A Preferred
Stock;

                             (iii)  cancel or modify the conversion rights of
the holders of Series A Preferred Stock provided for in Section 4 herein; or

                            (iv)    cancel or modify the rights of the holders
of the Series A Preferred Stock provided for in this Section 6.

         7.    Event of Default.

                  The occurrence of any of the following events of default
("Event of Default") shall, after the applicable period to cure the Event of
Default, cause the dividend rate of 8% described in paragraph 2 hereof to become
20% from and after the occurrence of such event:

               (i)    The Corporation fails to timely pay any dividend payment
or the failure to timely pay any other sum of money due to the Holder from the
Corporation and such failure continues for a period of seven (7) days after
written notice to the Corporation from the Holder .

               (ii)   The Corporation breaches any material covenant, term or
condition of the Subscription Agreement or in this Certificate of Designation,
and if capable of being cured such breach continues for a period of seven (7)
days after written notice to the Corporation from the Holder.

               (iii)  Any material representation or warranty of the
Corporation made in the Subscription Agreement, or in any agreement, statement
or certificate given in writing pursuant thereto shall prove to have been false
or misleading at the time when made.

               (iv)   The Corporation or any of its subsidiaries shall make an
assignment of a substantial part of its property or business for the benefit of
creditors, or apply for or consent to the appointment of a receiver or trustee
for it or for a substantial part of its property or business, or such a receiver
or trustee shall otherwise be appointed.

               (v)    Any money judgment, confession of judgment, writ or
similar process shall be entered against the Corporation, a subsidiary of the
Corporation, or their property or other assets for more than $100,000, and is
not vacated, satisfied, bonded or stayed within 45 days.

               (vi)   Bankruptcy, insolvency, reorganization or liquidation
proceedings or other proceedings for relief under any bankruptcy law or any law
for the relief of debtors shall be instituted by the Corporation or if
instituted against the Corporation or any of its subsidiaries, is not dismissed
within 45 days.

               (vii)  An order entered by a court of competent jurisdiction,
or by the Securities and Exchange Commission, or by the National Association of
Securities Dealers, preventing purchase and sale transactions in the
Corporation's Common Stock for a period of five or more consecutive trading
days.

               (viii) The Corporation's failure to deliver to the Holder
Common Stock or a replacement



                                       8





Preferred Stock certificate within ten (10) business days of the required
delivery date, if so required.

               (ix)   The occurrence and continuation of a Non-Registration
Event as described in Section 11.4 of the Subscription Agreement for a period of
forty-five (45) days.

               (x)    Delisting of the Common Stock from the OTC Bulletin Board
("OTCBB") or such other principal market or exchange on which the Common Stock
is listed for trading, if the Common Stock is not quoted or listed on such
market or exchange, or quoted on the automated quotation system of a national
securities association or listed on a national securities exchange, within ten
(10) trading days after such delisting.

               (xi)   The Corporation fails to reserve the amount of Common
Stock required to be reserved pursuant to Section 4(h) hereof.

               (xii)  A default by the Corporation of a material term,
covenant, warranty or undertaking of any other agreement to which the
Corporation and Holder are parties, or the occurrence of a material event of
default under any such other agreement, in each case, which is not cured after
any required notice and/or cure period.

               (xiii) Upon the occurrence of a Change in Control. A "Change
in Control" shall mean (i) the Corporation becoming a Subsidiary of another
entity, (ii) a majority of the board of directors of the Corporation as of the
Issue Date of Series A Preferred Stock or successors appointed by the board of
directors having a majority consisting of such persons or their successors no
longer serving as directors of the Corporation except due to natural causes,
(iii) if any person or entity other than officers or directors or persons or
entities beneficially owning more than ten percent (10%) or more of the voting
power of outstanding capital stock of the Corporation as of the Issue date of
Series A Preferred Stock, acquires fifty percent (50%) or more of the voting
power of outstanding capital stock of the Corporation, (iv) the sale, lease or
transfer of substantially all the assets of the Corporation or Subsidiaries.

         8.    Status of Converted or Redeemed Stock. In case any shares of
Series A Preferred Stock shall be redeemed or otherwise repurchased or
reacquired, the shares so redeemed, converted, or reacquired shall resume the
status of authorized but unissued shares of Preferred Stock and shall no longer
be designated as Series A Preferred Stock.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate be duly
executed by its undersigned officer thereunto duly authorized, this 30th day of
September, 2005.

                             NOVELOS THERAPEUTICS, INC.



                             By: /s/HARRY S. PALMIN
                                ----------------------------------
                                     Harry S. Palmin, President

                                       9





                                    EXHIBIT A
                                    ---------

                              NOTICE OF CONVERSION

(To Be Executed By the Registered Holder in Order to Convert the Series A
Convertible Preferred Stock of Novelos Therapeutics, Inc.)

         The undersigned hereby irrevocably elects to convert $______________ of
the Stated Value of the above Series A Convertible Preferred Stock into shares
of Common Stock of Novelos Therapeutics, Inc. (the "Corporation") according to
the conditions hereof, as of the date written below.

Date of
Conversion:_____________________________________________________________________


Applicable Conversion Price Per Share:__________________________________________


Number of Common Shares Issuable Upon This Conversion:__________________________

Select one:

[     ]  A Series A Convertible Preferred Stock certificate is being delivered
herewith. The unconverted portion of such certificate should be reissued and
delivered to the undersigned.

[     ]  A Series A Convertible Preferred Stock certificate is not being
delivered to Novelos Therapeutics, Inc.

Signature:______________________________________________________________________


Print Name:_____________________________________________________________________


Address:________________________________________________________________________

________________________________________________________________________________

Deliveries Pursuant to this Notice of Conversion Should Be Made to:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________



                                       10




                         







                                                                       EXHIBIT 3

THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO NOVELOS THERAPEUTICS, INC. THAT SUCH REGISTRATION IS NOT
REQUIRED.

                               Right to Purchase ________ shares of Common Stock
                               of Novelos Therapeutics, Inc. (subject to
                               adjustment as provided herein)

                      CLASS A COMMON STOCK PURCHASE WARRANT

No. 2005-A-001                                    Issue Date: September 30, 2005

         NOVELOS THERAPEUTICS, INC., a corporation organized under the laws of
the State of Delware (the "Company"), hereby certifies that, for value received,
__________________, ___________________________, Fax: _______________ or its
assigns (the "Holder"), is entitled, subject to the terms set forth below, to
purchase from the Company at any time after the Issue Date until 5:00 p.m.,
E.S.T on the fifth (5th) anniversary of the Issue Date of the Registration
Statement (the "Expiration Date"), ________ fully paid and nonassessable shares
of Common Stock at a per share purchase price of $2.00. The aforedescribed
purchase price per share, as adjusted
 from time to time as herein provided, is
referred to herein as the "Purchase Price." The number and character of such
shares of Common Stock and the Purchase Price are subject to adjustment as
provided herein. The Company may reduce the Purchase Price without the consent
of the Holder. Capitalized terms used and not otherwise defined herein shall
have the meanings set forth in that certain Subscription Agreement (the
"SUBSCRIPTION AGREEMENT"), dated September 30, 2005, entered into by the Company
and Holders of the Class A Warrants.

         As used herein the following terms, unless the context otherwise
requires, have the following respective meanings:

         (a)   The term "Company" shall include Novelos Therapeutics, Inc. and
any corporation which shall succeed or assume the obligations of Novelos
Therapeutics, Inc. hereunder.

         (b)   The term "Common Stock" includes (a) the Company's Common Stock,
$0.00001 par value per share, as authorized on the date of the Subscription
Agreement, and (b) any other securities into which or for which any of the
securities described in (a) may be converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or otherwise.

         (c)   The term "Other Securities" refers to any stock (other than 
Common Stock) and other securities of the Company or any other person (corporate
or otherwise) which the holder of the Warrant at any time shall be entitled to
receive, or shall have received, on the exercise of the Warrant, in lieu of or
in addition to Common Stock, or which at any time shall be issuable or shall
have been issued in exchange for or in replacement of Common Stock or Other
Securities pursuant to Section 5 or otherwise.

         (d)   The term "Warrant Shares" shall mean the Common Stock issuable
upon exercise of this Warrant.





                                       1





         1.    Exercise of Warrant.

               1.1.   Number of Shares Issuable upon Exercise. From and after
the Issue Date through and including the Expiration Date, the Holder hereof
shall be entitled to receive, upon exercise of this Warrant in whole in
accordance with the terms of subsection 1.2 or upon exercise of this Warrant in
part in accordance with subsection 1.3, shares of Common Stock of the Company,
subject to adjustment pursuant to Section 4.

               1.2.   Full Exercise. This Warrant may be exercised in full by
the Holder hereof by delivery of an original or facsimile copy of the form of
subscription attached as Exhibit A hereto (the "Subscription Form") duly
executed by such Holder and surrender of the original Warrant within four (4)
days of exercise, to the Company at its principal office or at the office of its
Warrant Agent (as provided hereinafter), accompanied by payment, in cash, wire
transfer or by certified or official bank check payable to the order of the
Company, in the amount obtained by multiplying the number of shares of Common
Stock for which this Warrant is then exercisable by the Purchase Price then in
effect.

               1.3.   Partial Exercise. This Warrant may be exercised in part
(but not for a fractional share) by surrender of this Warrant in the manner and
at the place provided in subsection 1.2 except that the amount payable by the
Holder on such partial exercise shall be the amount obtained by multiplying (a)
the number of whole shares of Common Stock designated by the Holder in the
Subscription Form by (b) the Purchase Price then in effect. On any such partial
exercise, the Company, at its expense, will forthwith issue and deliver to or
upon the order of the Holder hereof a new Warrant of like tenor, in the name of
the Holder hereof or as such Holder (upon payment by such Holder of any
applicable transfer taxes) may request, the whole number of shares of Common
Stock for which such Warrant may still be exercised.

               1.4.   Fair Market Value. Fair Market Value of a share of Common
Stock as of a particular date (the "Determination Date") shall mean:

                      (a)    If the Company's Common Stock is traded on an
exchange or is quoted on the National Association of Securities Dealers, Inc.
Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap
Market or the American Stock Exchange, LLC, then the closing or last sale price,
respectively, reported for the last business day immediately preceding the
Determination Date;

                      (b)    If the Company's Common Stock is not traded on an
exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or
the American Stock Exchange, Inc., but is traded in the over-the-counter market,
then the average of the closing bid and ask prices reported for the last
business day immediately preceding the Determination Date;

                      (c)    Except as provided in clause (d) below, if the
Company's Common Stock is not publicly traded, then as the Holder and the
Company agree, or in the absence of such an agreement, by arbitration in
accordance with the rules then standing of the American Arbitration Association,
before a single arbitrator to be chosen from a panel of persons qualified by
education and training to pass on the matter to be decided; or

                      (d)    If the Determination Date is the date of a
liquidation, dissolution or winding up, or any event deemed to be a liquidation,
dissolution or winding up pursuant to the Company's charter, then all amounts to
be payable per share to holders of the Common Stock pursuant to the charter in
the event of such liquidation, dissolution or winding up, plus all other amounts
to be payable per share in respect of the Common Stock in liquidation under the
charter, assuming for the purposes of this clause (d) that all of the shares of
Common Stock then issuable upon exercise of all of the Warrants are outstanding
at the Determination Date.




                                       2




               1.5.   Company Acknowledgment. The Company will, at the time of
the exercise of the Warrant, upon the request of the Holder hereof acknowledge
in writing its continuing obligation to afford to such Holder any rights to
which such Holder shall continue to be entitled after such exercise in
accordance with the provisions of this Warrant. If the Holder shall fail to make
any such request, such failure shall not affect the continuing obligation of the
Company to afford to such Holder any such rights.

               1.6.   Trustee for Warrant Holders. In the event that a
qualified bank or trust company shall have been appointed as trustee for the
Holder of the Warrants pursuant to Subsection 3.2, such bank or trust company
shall have all the powers and duties of a warrant agent (as hereinafter
described) and shall accept, in its own name for the account of the Company or
such successor person as may be entitled thereto, all amounts otherwise payable
to the Company or such successor, as the case may be, on exercise of this
Warrant pursuant to this Section 1.

               1.7    Delivery of Stock Certificates, etc. on Exercise. The
Company agrees that the shares of Common Stock purchased upon exercise of this
Warrant shall be deemed to be issued to the Holder hereof as the record owner of
such shares as of the close of business on the date on which this Warrant shall
have been surrendered and payment made for such shares as aforesaid. As soon as
practicable after the exercise of this Warrant in full or in part, and in any
event within three (3) business days thereafter, the Company at its expense
(including the payment by it of any applicable issue taxes) will cause to be
issued in the name of and delivered to the Holder hereof, or as such Holder
(upon payment by such Holder of any applicable transfer taxes) may direct in
compliance with applicable securities laws, a certificate or certificates for
the number of duly and validly issued, fully paid and nonassessable shares of
Common Stock (or Other Securities) to which such Holder shall be entitled on
such exercise, plus, in lieu of any fractional share to which such Holder would
otherwise be entitled, cash equal to such fraction multiplied by the then Fair
Market Value of one full share of Common Stock, together with any other stock or
other securities and property (including cash, where applicable) to which such
Holder is entitled upon such exercise pursuant to Section 1 or otherwise.

         2.    Cashless Exercise.

               (a)    Except as described below, if a Registration Statement (as
defined in the Subscription Agreement) ("Registration Statement") is effective
and the Holder may sell its shares of Common Stock upon exercise hereof pursuant
to the Registration Statement, commencing one year after the Issue Date, this
Warrant may be exercisable in whole or in part for cash only as set forth in
Section 1 above. If no such Registration Statement is available during the time
that such Registration Statement is required to be effective pursuant to the
terms of the Subscription Agreement, then payment upon exercise may be made at
the option of the Holder either in (i) cash, wire transfer or by certified or
official bank check payable to the order of the Company equal to the applicable
aggregate Purchase Price, (ii) by cashless exercise in accordance with Section
(b) below or (iii) by a combination of any of the foregoing methods, for the
number of Common Stock specified in such form (as such exercise number shall be
adjusted to reflect any adjustment in the total number of shares of Common Stock
issuable to the holder per the terms of this Warrant) and the holder shall
thereupon be entitled to receive the number of duly authorized, validly issued,
fully-paid and non-assessable shares of Common Stock (or Other Securities)
determined as provided herein.

               (b)    If the Fair Market Value of one share of Common Stock is
greater than the Purchase Price (at the date of calculation as set forth below),
in lieu of exercising this Warrant for cash, the holder may elect to receive
shares equal to the value (as determined below) of this Warrant (or the portion
thereof being cancelled) by surrender of this Warrant at the principal office of
the Company together with the properly endorsed Subscription Form in which event
the Company shall issue to the holder a number of shares of Common Stock
computed using the following formula:

                      X=Y (A-B)










                                       3





                            A

               Where  X=     the number of shares of Common Stock to be issued
                             to the holder

                      Y=     the number of shares of Common Stock purchasable
                             under the Warrant or, if only a portion of the
                             Warrant is being exercised, the portion of the
                             Warrant being exercised (at the date of such
                             calculation)

                      A=     the Fair Market Value of one share of the Company's
                             Common Stock (at the date of such calculation)

                      B=     Purchase Price (as adjusted to the date of such
                             calculation)

               (c)    The Holder may employ the cashless exercise feature
described in Section (b) above commencing one year after the Issue Date and only
during the pendency of a Non-Registration Event as described in Section 11 of
the Subscription Agreement. For purposes of Rule 144 promulgated under the 1933
Act, it is intended, understood and acknowledged that the Warrant Shares issued
in a cashless exercise transaction shall be deemed to have been acquired by the
Holder, and the holding period for the Warrant Shares shall be deemed to have
commenced, on the date this Warrant was originally issued pursuant to the
Subscription Agreement.

         3.    Adjustment for Reorganization, Consolidation, Merger, etc.

               3.1.   Reorganization, Consolidation, Merger, etc. In case at any
time or from time to time, the Company shall (a) effect a reorganization, (b)
consolidate with or merge into any other person or (c) transfer all or
substantially all of its properties or assets to any other person under any plan
or arrangement contemplating the dissolution of the Company, then, in each such
case, as a condition to the consummation of such a transaction, proper and
adequate provision shall be made by the Company whereby the Holder of this
Warrant, on the exercise hereof as provided in Section 1, at any time after the
consummation of such reorganization, consolidation or merger or the effective
date of such dissolution, as the case may be, shall receive, in lieu of the
Common Stock (or Other Securities) issuable on such exercise prior to such
consummation or such effective date, the stock and other securities and property
(including cash) to which such Holder would have been entitled upon such
consummation or in connection with such dissolution, as the case may be, if such
Holder had so exercised this Warrant, immediately prior thereto, all subject to
further adjustment thereafter as provided in Section 4.

               3.2.   Dissolution. In the event of any dissolution of the
Company following the transfer of all or substantially all of its properties or
assets, the Company, prior to such dissolution, shall at its expense deliver or
cause to be delivered the stock and other securities and property (including
cash, where applicable) receivable in accordance with Section 3.1 by the Holder
of the Warrants upon their exercise after the effective date of such dissolution
pursuant to this Section 3 to a bank or trust company (a "Trustee") having its
principal office in New York, NY, as trustee for the Holder of the Warrants.

               3.3.   Continuation of Terms. Upon any reorganization,
consolidation, merger or transfer (and any dissolution following any transfer)
referred to in this Section 3, this Warrant shall continue in full force and
effect and the terms hereof shall be applicable to the Other Securities and
property receivable on the exercise of this Warrant after the consummation of
such reorganization, consolidation or merger or the effective date of
dissolution following any such transfer, as the case may be, and shall be
binding upon the issuer of any Other Securities, including, in the case of any
such transfer, the person acquiring all or substantially all of the properties
or assets of the Company, whether or not such person shall have expressly
assumed the terms of this Warrant as provided in Section 4. In the event this
Warrant does not continue in full force and effect after the consummation of the
transaction described in this Section 3, then only in such event will the
Company's securities and property (including



                                       4





cash, where applicable) receivable by the Holder of the Warrants be delivered to
the Trustee as contemplated by Section 3.2.

               3.4    Share Issuance. Until the Expiration Date, if the Company
shall issue any Common Stock except for the Excepted Issuances (as defined in
the Subscription Agreement), prior to the complete exercise of this Warrant for
a consideration less than the Purchase Price that would be in effect at the time
of such issue, then, and thereafter successively upon each such issue, the
Purchase Price shall be reduced to such other lower issue price. For purposes of
this adjustment, the issuance of any security or debt instrument of the Company
carrying the right to convert such security or debt instrument into Common Stock
or of any warrant, right or option to purchase Common Stock shall result in an
adjustment to the Purchase Price upon the issuance of the above-described
security, debt instrument, warrant, right, or option if such issuance is at a
price lower than the Purchase Price in effect upon such issuance. The reduction
of the Purchase Price described in this Section 3.4 is in addition to the other
rights of the Holder described in the Subscription Agreement.

         4.    Extraordinary Events Regarding Common Stock. In the event that
the Company shall (a) issue additional shares of the Common Stock as a dividend
or other distribution on outstanding Common Stock, (b) subdivide its outstanding
shares of Common Stock, or (c) combine its outstanding shares of the Common
Stock into a smaller number of shares of the Common Stock, then, in each such
event, the Purchase Price shall, simultaneously with the happening of such
event, be adjusted by multiplying the then Purchase Price by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common Stock outstanding immediately after such event, and the
product so obtained shall thereafter be the Purchase Price then in effect. The
Purchase Price, as so adjusted, shall be readjusted in the same manner upon the
happening of any successive event or events described herein in this Section 4.
The number of shares of Common Stock that the Holder of this Warrant shall
thereafter, on the exercise hereof as provided in Section 1, be entitled to
receive shall be adjusted to a number determined by multiplying the number of
shares of Common Stock that would otherwise (but for the provisions of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator
is the Purchase Price that would otherwise (but for the provisions of this
Section 4) be in effect, and (b) the denominator is the Purchase Price in effect
on the date of such exercise.

         5.    Certificate as to Adjustments. In each case of any adjustment or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the Warrants, the Company at its expense will promptly cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or readjustment in accordance with the terms of the Warrant and prepare a
certificate setting forth such adjustment or readjustment and showing in detail
the facts upon which such adjustment or readjustment is based, including a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold, (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding, and (c) the Purchase Price
and the number of shares of Common Stock to be received upon exercise of this
Warrant, in effect immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant. The Company will forthwith
mail a copy of each such certificate to the Holder of the Warrant and any
Warrant Agent of the Company (appointed pursuant to Section 11 hereof).

         6.    Reservation of Stock, etc. Issuable on Exercise of Warrant;
Financial Statements. The Company will at all times reserve and keep available,
solely for issuance and delivery on the exercise of the Warrants, all shares of
Common Stock (or Other Securities) from time to time issuable on the exercise of
the Warrant. This Warrant entitles the Holder hereof to receive copies of all
financial and other information distributed or required to be distributed to the
holders of the Company's Common Stock.



                                       5




         7.    Assignment; Exchange of Warrant. Subject to compliance with
applicable securities laws, this Warrant, and the rights evidenced hereby, may
be transferred by any registered holder hereof (a "Transferor"). On the
surrender for exchange of this Warrant, with the Transferor's endorsement in the
form of Exhibit B attached hereto (the "Transferor Endorsement Form") and
together with an opinion of counsel reasonably satisfactory to the Company that
the transfer of this Warrant will be in compliance with applicable securities
laws, the Company at its expense, twice, only, but with payment by the
Transferor of any applicable transfer taxes, will issue and deliver to or on the
order of the Transferor thereof a new Warrant or Warrants of like tenor, in the
name of the Transferor and/or the transferee(s) specified in such Transferor
Endorsement Form (each a "Transferee"), calling in the aggregate on the face or
faces thereof for the number of shares of Common Stock called for on the face or
faces of the Warrant so surrendered by the Transferor. No such transfers shall
result in a public distribution of the Warrant.

         8.    Replacement of Warrant. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft or destruction of this
Warrant, on delivery of an indemnity agreement or security reasonably
satisfactory in form and amount to the Company or, in the case of any such
mutilation, on surrender and cancellation of this Warrant, the Company at its
expense, twice only, will execute and deliver, in lieu thereof, a new Warrant of
like tenor.

         9.    Registration Rights. The Holder of this Warrant has been granted
certain registration rights by the Company. These registration rights are set
forth in the Subscription Agreement. The terms of the Subscription Agreement are
incorporated herein by this reference.

         10.   Maximum Exercise. The Holder shall not be entitled to exercise
this Warrant on an exercise date, in connection with that number of shares of
Common Stock which would be in excess of the sum of (i) the number of shares of
Common Stock beneficially owned by the Holder and its affiliates on an exercise
date, and (ii) the number of shares of Common Stock issuable upon the exercise
of this Warrant with respect to which the determination of this limitation is
being made on an exercise date, which would result in beneficial ownership by
the Holder and its affiliates of more than 4.99% of the outstanding shares of
Common Stock on such date. For the purposes of the immediately preceding
sentence, beneficial ownership shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3
thereunder. Subject to the foregoing, the Holder shall not be limited to
aggregate exercises which would result in the issuance of more than 4.99%. The
restriction described in this paragraph may be waived, in whole or in part, upon
sixty-one (61) days prior notice from the Holder to the Company. The Holder may
decide whether to convert a Series A Preferred Stock or exercise this Warrant to
achieve an actual 4.99% ownership position.

         11.   Warrant Agent. The Company may, by written notice to the Holder
of the Warrant, appoint an agent (a "Warrant Agent") for the purpose of issuing
Common Stock (or Other Securities) on the exercise of this Warrant pursuant to
Section 1, exchanging this Warrant pursuant to Section 7, and replacing this
Warrant pursuant to Section 8, or any of the foregoing, and thereafter any such
issuance, exchange or replacement, as the case may be, shall be made at such
office by such Warrant Agent.

         12.   Transfer on the Company's Books. Until this Warrant is
transferred on the books of the Company, the Company may treat the registered
holder hereof as the absolute owner hereof for all purposes, notwithstanding any
notice to the contrary.


         13.   Notices. All notices, demands, requests, consents, approvals, and
other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (i) personally served, (ii)
deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or
permitted




                                       6





to be given hereunder shall be deemed effective (a) upon hand delivery or
delivery by facsimile, with accurate confirmation generated by the transmitting
facsimile machine, at the address or number designated below (if delivered on a
business day during normal business hours where such notice is to be received),
or the first business day following such delivery (if delivered other than on a
business day during normal business hours where such notice is to be received)
or (b) on the second business day following the date of mailing by express
courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur or (c) three business days
after deposited in the mail if delivered pursuant to subsection (ii) above. The
addresses for such communications shall be: (i) if to the Company to: Novelos
Therapeutics, Inc., One Gateway Center, Suite 504, Newton, MA 02458, Attn: Harry
S. Palmin, President, telecopier: (617) 964-6331, with a copy by telecopier only
to: Greenberg & Kahr, 230 Park Avenue, Suite 430, new York, NY 10169, Attn:
Andrew J. Levinson, Esq., telecopier: (212) 953-7704, and (ii) if to the Holder,
to the addresses and telecopier number set forth in the first paragraph of this
Warrant, with an additional copy by telecopier only to: Grushko & Mittman, P.C.,
551 Fifth Avenue, Suite 1601, New York, New York 10176, telecopier number: (212)
697-3575.

         14.   Miscellaneous. This Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. This Warrant shall be construed and enforced in accordance with and
governed by the laws of New York. Any dispute relating to this Warrant shall be
adjudicated in New York County in the State of New York. The headings in this
Warrant are for purposes of reference only, and shall not limit or otherwise
affect any of the terms hereof. The invalidity or unenforceability of any
provision hereof shall in no way affect the validity or enforceability of any
other provision.















                                       7




         IN WITNESS WHEREOF, the Company has executed this Warrant as of the
date first written above.

                             NOVELOS THERAPEUTICS, INC.



                             By:
                                   ---------------------------------------
                                        Name:  Harry S. Palmin
                                        Title: President






Witness:




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






                                       8





                                    EXHIBIT A
                              FORM OF SUBSCRIPTION
                   (to be signed only on exercise of Warrant)

TO:  NOVELOS THERAPEUTICS, INC.

The undersigned, pursuant to the provisions set forth in the attached Warrant
(No.____), hereby irrevocably elects to purchase (check applicable box):

___      ________ shares of the Common Stock covered by such Warrant; or

___ the maximum number of shares of Common Stock covered by such Warrant
pursuant to the cashless exercise procedure set forth in Section 2.

The undersigned herewith makes payment of the full purchase price for such
shares at the price per share provided for in such Warrant, which is
$___________. Such payment takes the form of (check applicable box or boxes):

___ $__________ in lawful money of the United States; and/or

___ the cancellation of the Warrant to the extent necessary, in accordance with
the formula set forth in Section 2, to exercise this Warrant with respect to the
maximum number of shares of Common Stock purchasable pursuant to the cashless
exercise procedure set forth in Section 2.

The undersigned requests that the certificates for such shares be issued in the
name of, and delivered to _____________________________________________________
whose address is_______________________________________________________________
_______________________________________________________________________________
Number of Shares of Common Stock Beneficially Owned on the date of exercise:
Less than five percent (5%) of the outstanding Common Stock of Novelos
Therapeutics, Inc.

The undersigned represents and warrants that the representations and warranties
in Section 4 of the Subscription Agreement (as defined in this Warrant) are true
and accurate with respect to the undersigned on the date hereof.

The undersigned represents and warrants that all offers and sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933, as amended (the "Securities Act"), or pursuant to an exemption from
registration under the Securities Act.
Dated:___________________                     __________________________________
                                              (Signature must conform to name of
                                              holder as specified on the face of
                                              the Warrant)


                                              __________________________________

                                              __________________________________
                                              (Address)


                                       9






                                    EXHIBIT B

                         FORM OF TRANSFEROR ENDORSEMENT
                   (To be signed only on transfer of Warrant)


                  For value received, the undersigned hereby sells, assigns, and
transfers unto the person(s) named below under the heading "Transferees" the
right represented by the within Warrant to purchase the percentage and number of
shares of Common Stock of NOVELOS THERAPEUTICS, INC. to which the within Warrant
relates specified under the headings "Percentage Transferred" and "Number
Transferred," respectively, opposite the name(s) of such person(s) and appoints
each such person Attorney to transfer its respective right on the books of
NOVELOS THERAPEUTICS, INC. with full power of substitution in the premises.

------------------------ -------------------------- ---------------------------
Transferees              Percentage Transferred     Number Transferred
------------------------ -------------------------- ---------------------------

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

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

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


Dated:  ______________, ___________   _________________________________________
                                      (Signature must conform to name of holder
                                       as specified on the face of the warrant)

Signed in the presence of:


___________________________________   _________________________________________

         (Name)                       _________________________________________
                                            (address)

ACCEPTED AND AGREED:                  _________________________________________
[TRANSFEREE]
                                      _________________________________________
                                            (address)

___________________________________
     (Name)