SPECTRUM PHARMACEUTICALS INC
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>5
<FILENAME>a92522exv10w1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<PAGE>

                                                                    Exhibit 10.1
















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                   COMMON STOCK AND WARRANT PURCHASE AGREEMENT

                                   DATED AS OF

                                 AUGUST 13, 2003

                                  BY AND AMONG

              SPECTRUM PHARMACEUTICALS, INC., AS ISSUER AND SELLER
                                       AND

             EACH OF THE PARTIES LISTED ON SCHEDULE 1, AS PURCHASERS
                                 WITH RESPECT TO

        COMMON STOCK AND SERIES 2003-1 WARRANTS TO PURCHASE COMMON STOCK

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<PAGE>
                         TABLE OF EXHIBITS AND SCHEDULES

<TABLE>
<S>                        <C>
Exhibit A                  Form of Series 2003-1 Common Stock Purchase Warrant
Exhibit B                  Form of Registration Rights Agreement

Schedule 1                 Purchasers
Schedule 3                 Schedule of Representations and Warranties of
                                 Spectrum Pharmaceuticals, Inc.
</TABLE>
<PAGE>
         COMMON STOCK AND WARRANT PURCHASE AGREEMENT (the "Agreement") dated as
of August 13, 2003, by and among Spectrum Pharmaceuticals, Inc., a Delaware
corporation (the "Seller"), and each of the persons listed on Schedule 1 hereto
(individually, "Purchaser" and collectively, the "Purchasers").

                                   WITNESSETH:

         WHEREAS, each of the Purchasers is willing to purchase from the Seller,
and the Seller desires to sell to the Purchasers, the numbers of shares set
forth on Schedule 1 attached hereto, which aggregate 762,040 shares (the
"Purchased Shares") of its common stock, $0.001 par value per share (the "Common
Stock"), at a price per share of $4.10, and Series 2003-1 Common Stock Purchase
Warrants (the "Series 2003-1 Warrants" or the "Warrants") entitling the holders
thereof to purchase up to an aggregate of 381,020 shares of the Seller's Common
Stock, at an exercise price of $4.75 per share (subject to adjustment as more
fully set forth herein and in the Warrants).

         NOW, THEREFORE, in consideration of the mutual promises and
representations, warranties, covenants and agreements set forth herein, the
parties hereto, intending to be legally bound, hereby agree as follows:

                          ARTICLE I - PURCHASE AND SALE

         1.1      PURCHASE AND SALE. On the terms and subject to the conditions
set forth in this Agreement, at the Closing (as defined in Section 2.2), the
Seller will sell and each of the Purchasers will purchase (i) the number of
Purchased Shares set forth on Schedule 1 hereto, and (ii) the number of Warrants
set forth on Schedule 1 hereto. The shares of Common Stock issuable upon
exercise of the Warrants are referred to herein as the "Warrant Shares." The
Purchased Shares, the Warrants and the Warrant Shares are collectively referred
to as the "Securities."

         1.2      TERMS OF THE WARRANTS. The terms and provisions of the
Warrants are more fully set forth in the Form of Series 2003-1 Common Stock
Purchase Warrant, in the form attached hereto as EXHIBIT A.

         1.3      TRANSFERS; LEGENDS.

                  (a)      Any of the Securities may be transferred, in whole or
in part, by any of the Purchasers at any time by delivering written transfer
instructions to the Seller, and the Seller shall reflect such transfer on its
books and records and reissue certificates evidencing the Securities being
transferred. The Seller hereby consents to and agrees to register on the books
of the Seller and with any transfer agent for the securities of the Seller any
transfer of Securities by a Purchaser to an Affiliate of such Purchaser. Any
transferee other than a purchaser of shares of Common Stock which have been
registered under the Securities Act shall have the rights of a Purchaser under
this Agreement and the Registration Rights Agreement. The Seller shall reissue
certificates evidencing the Securities upon surrender of certificates evidencing
the Securities being transferred in accordance with this Section 1.3(a). Any
such transfer shall be made by a Purchaser in accordance with applicable federal
and state securities laws and other applicable laws. An "Affiliate" means any
Person (as such term is defined below) that, directly or


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<PAGE>
indirectly through one or more intermediaries, controls or is controlled by or
is under common control with a Person, as such terms are used in and construed
under Rule 144 under the Securities Act of 1933, as amended (the "Securities
Act"). With respect to a Purchaser, any investment fund or managed account that
is managed on a discretionary basis by the same investment manager as such
Purchaser will be deemed to be an Affiliate of such Purchaser. A "Person" means
any individual or corporation, partnership, trust, incorporated or
unincorporated association, joint venture, limited liability company, joint
stock company, government (or an agency or subdivision of any thereof) or other
entity of any kind.

                  (b)      The certificates representing the Securities shall
bear a legend in substantially the following form:

                  "THE SECURITIES REPRESENTED BY, OR ACQUIRABLE UPON EXERCISE OF
                  SECURITIES EVIDENCED BY, THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
                  MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE
                  REGISTRATION STATEMENT UNDER SAID ACT UNLESS THE ISSUER OF
                  THIS CERTIFICATE RECEIVES AN OPINION OF LEGAL COUNSEL
                  REASONABLY ACCEPTABLE TO THE ISSUER AND ITS LEGAL COUNSEL THAT
                  SUCH SALE IS EXEMPT FROM REGISTRATION UNDER SUCH ACT AND IS IN
                  COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS
                  UNLESS SUCH REGISTRATION IS NOT REQUIRED."

                     ARTICLE II - PURCHASE PRICE AND CLOSING

         2.1      PURCHASE PRICE. The aggregate purchase price (the "Purchase
Price") to be paid by the Purchasers to the Seller to acquire the Purchased
Shares and the Warrants shall be the total amount set forth on Schedule 1
hereto.

         2.2      THE CLOSING. The closing of the transactions contemplated
under this Agreement (the "Closing") shall take place at the offices of Kane
Kessler, P.C., 1350 Avenue of the Americas, 26th Floor, New York, New York, on
the date hereof. The date on which the Closing occurs is herein called the
"Closing Date." All proceedings to be taken and all documents to be executed at
the Closing shall be deemed to have been taken, delivered and executed
simultaneously, and no proceeding shall be deemed taken nor documents deemed
executed or delivered until all have been taken, delivered and executed.

         2.3      DELIVERIES.

                  (A)      DELIVERIES BY THE SELLER. At the Closing, the Seller
shall deliver or cause to be delivered to each of the Purchasers the following:

                  1.       (i) One or more certificates evidencing the aggregate
                           number of Purchased Shares, duly authorized, issued,
                           fully paid and non-assessable, as is indicated on
                           Schedule 1 for such Purchaser, registered in the name
                           of


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                           such Purchaser, in such denominations as is indicated
                           on Schedule 1 for such Purchaser;

                           (ii) One or more Warrants in the form of EXHIBIT A
                           hereto, registered in the name of such Purchaser, in
                           such denominations as is indicated on Schedule 1 for
                           such Purchaser, pursuant to which such Purchaser
                           shall be entitled to purchase an aggregate of that
                           number of shares of Common Stock as is indicated on
                           Schedule 1 for such Purchaser.

                  2.       The Registration Rights Agreement, in the form
                           attached hereto as EXHIBIT B (the "Registration
                           Rights Agreement"), duly executed by the Seller.

                  3.       The legal opinion of Latham & Watkins LLP ("Seller's
                           Counsel"), counsel to the Seller, in form and
                           substance reasonably satisfactory to the Purchasers.

                  4.       A certificate of the Secretary of the Seller (the
                           "Secretary's Certificate"), in form and substance
                           satisfactory to the Purchasers, certifying as
                           follows:

                           (i)      that attached to the Secretary's Certificate
                                    is true and complete copy of the Certificate
                                    of Incorporation of the Seller together with
                                    all amendments thereto and all certificates
                                    of designation with respect to the preferred
                                    stock of the Seller;

                           (ii)     that a true copy of the Bylaws of the
                                    Seller, as amended to the Closing Date, is
                                    attached to the Secretary's Certificate;

                           (iii)    that attached to the Secretary's Certificate
                                    are true and complete copies of the
                                    resolutions of the Board of Directors of the
                                    Seller authorizing the execution, delivery
                                    and performance of this Agreement and the
                                    Related Documents (as defined below),
                                    instruments and certificates required to be
                                    executed by it in connection herewith and
                                    therewith and approving the consummation of
                                    the transactions in the manner contemplated
                                    hereby including, but not limited to, the
                                    authorization and issuance of the Purchased
                                    Shares,

                           (iv)     the names and true signatures of the
                                    officers of the Seller signing this
                                    Agreement and all other documents to be
                                    delivered in connection with this Agreement.

                  5.       A wire transfer representing the Purchasers'
                           reasonable legal fees and expenses as described in
                           Section 7.2 hereof; such fee may, at the election of
                           the Seller, be paid out of the funds due from the
                           Purchasers at the Closing.

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<PAGE>
                  (B)      DELIVERIES BY THE PURCHASERS. At the Closing, each of
the Purchasers shall deliver or cause to be delivered to the Seller the
following:

                  1.       Payment of the purchase price set forth opposite such
                           Purchaser's name on Schedule 1, in cash by wire
                           transfer of immediately available funds to an account
                           designated in writing by Seller.

                  2.       The Registration Rights Agreement duly executed by
                           such Purchaser.

           ARTICLE III - REPRESENTATIONS AND WARRANTIES OF THE SELLER

         For purposes of this Article III, all references to the Seller and its
Subsidiaries shall be deemed to include all their respective predecessor
entities, if any. The Seller represents, warrants and covenants to the
Purchasers, except as set forth on the Schedule of Representations and
Warranties attached hereto as Schedule 3 specifically identifying the applicable
section of this Article III, it being understood that information disclosed
under a particular section of Schedule 3 shall be deemed disclosed only for
purposes of such section and not for purposes of or with respect to any other
section of this Article III, as of the date hereof, as follows:

         3.1      CORPORATE EXISTENCE AND POWER; SUBSIDIARIES. The Seller and
its Subsidiaries are corporations duly incorporated, validly existing and in
good standing under the laws of the state in which they are incorporated, and
have all corporate powers required to carry on their business as now conducted.
The Seller and its Subsidiaries are duly qualified to do business as a foreign
corporation and are in good standing in each jurisdiction where the character of
the property owned or leased by them or the nature of their activities makes
such qualification necessary, except for those jurisdictions where the failure
to be so qualified would not have a Material Adverse Effect on the Seller or any
of its Subsidiaries. For purposes of this Agreement, the term "Material Adverse
Effect" means, with respect to any person or entity, a material adverse effect
on its or its Subsidiaries' condition (financial or otherwise), business,
properties, assets, liabilities (including contingent liabilities), and results
of operations. True and complete copies of the Seller's Certificate of
Incorporation, as amended (including without limitation the Certificate of
Designation and Certificate of Increase with respect to the Series D Preferred
Stock (as hereinafter defined)), and Bylaws, as amended (collectively, the
"Charter" and Bylaws") have previously been provided to the Purchasers. For
purposes of this Agreement, the term "Subsidiary" or "Subsidiaries" means, with
respect to any entity, any corporation or other organization of which securities
or other ownership interests having ordinary voting power to elect a majority of
the board of directors or other persons performing similar functions are
directly or indirectly owned by such entity or of which such entity is a partner
or is, directly or indirectly, the beneficial owner of 50% or more of any class
of equity securities or equivalent profit participation interests. The Seller
has no Subsidiaries other than as set forth in Exhibit 21 to the Seller's annual
report on Form 10-K for the fiscal year ended December 31, 2002.

         3.2      CORPORATE AUTHORIZATION; RIGHTS PLAN. (a) The execution,
delivery and performance by the Seller of this Agreement, the Warrants, the
Registration Rights Agreement and each of the other documents executed pursuant
to and in connection with this Agreement (the "Related Documents"), and the
consummation of the transactions contemplated hereby and thereby (including, but
not limited to, the sale and delivery of the Purchased Shares and the


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Warrants, and the subsequent issuance of the Warrant Shares upon exercise of the
Warrants) have been duly authorized, and no additional corporate action is
required for the approval of this Agreement or the Related Documents. The
Warrant Shares have been duly reserved for issuance by the Seller. This
Agreement and the Related Documents have been or, to the extent contemplated
hereby or by the Related Documents, will be duly executed and delivered and
constitute the legal, valid and binding agreement of the Seller, enforceable
against the Seller in accordance with their terms, except as may be limited by
bankruptcy, reorganization, insolvency, moratorium and similar laws of general
application relating to or affecting the enforcement of rights of creditors, and
except as enforceability of its obligations hereunder are subject to general
principles of equity.

                  (b)      The Purchased Shares issued and delivered to the
Purchasers at Closing are duly authorized, validly issued, fully paid and
non-assessable and free of restrictions on transfer other than applicable state
and federal securities laws. The Common Stock issuable upon exercise of the
Warrants has been duly and validly reserved for issuance, and upon issuance in
accordance with the terms of the Warrants, will be duly authorized, validly
issued, fully paid and non-assessable and free of restrictions on transfer other
than applicable federal and state securities laws and, assuming the accuracy of
the representations and warranties of the Purchasers, will be issued in
compliance with all applicable federal and state securities laws.

                  (c)      The issuance of the Purchased Shares, the Warrants
and the Warrant Shares, as applicable, will not result in or obligate the Seller
to (i) issue or offer to issue, with or without consideration, any securities or
rights to acquire any securities to any person, whether as a pre-emptive right,
or pursuant to any to rights plan, or pursuant to any agreement, undertaking or
other obligation of any nature, or (ii) adjust the number or kind of securities
held by or issuable (with or without the payment of any consideration) to any
person.

         3.3      CORPORATE RECORDS. The minute books of the Seller and its
Subsidiaries contain complete and accurate records of all meetings and other
corporate actions of the board of directors, committees of the board of
directors, incorporators and shareholders of the Seller and its Subsidiaries
from the date of their incorporation to the date hereof. All material corporate
decisions and actions have been validly made or taken. The Seller's share
transfer register complies with applicable laws and regulations and has been
regularly updated through the date hereof. Such books fully and correctly
reflect all the decisions of the shareholders. The Seller maintains complete and
correct books and records of the Seller and its Subsidiaries which fairly
present, in all material respects, the financial position and the results of
operations and cash flows of the Seller and its Subsidiaries as of the dates and
for the periods indicated therein, subject to customary and usual audit
adjustments consistently applied.

         3.4      GOVERNMENTAL AUTHORIZATION; NASD AND NASDAQ. (a) Except as
otherwise specifically contemplated in this Agreement and the Related Documents,
and except for: (i) the filing of the Registration Statement with the
Commission, and (ii) any filings required under SEC Regulation D or any state
securities laws that are permitted to be made after the date hereof, including
but not limited to filings pursuant to Section 25102(f) of the California
Corporate Securities Law of 1968, as amended, and the rules thereunder, the
execution, delivery and performance by the Seller of this Agreement and the
Related Documents, and the consummation of the transactions contemplated hereby
and thereby (including, but not limited to, the sale and


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delivery of the Purchased Shares and Warrants and the subsequent issuance of the
Warrant Shares upon exercise of the Warrants, as applicable) by the Seller
require no action by or in respect of, or filing with, any governmental body,
agency, official or authority.

                  (b)      The Seller will provide a Listing Notice, which shall
include true copies of this Agreement, the form of Warrant, and form of
Registration Rights Agreement, to the Nasdaq SmallCap Market with respect to the
Warrant Shares.

         3.5      NON-CONTRAVENTION. The execution, delivery and performance by
the Seller and its Subsidiaries, as applicable, of this Agreement and the
Related Documents, and the consummation by the Seller of the transactions
contemplated hereby and thereby (including, but not limited to, the issuance of
the Warrant Shares) do not and will not (a) violate or conflict with the Charter
and Bylaws of the Seller and its Subsidiaries or any material agreement (which,
for purposes of this Agreement, means any agreement, contract or other document
which the Seller would be required to disclose pursuant to SEC Regulation S-K,
Item 601, Exhibits 1, 2, 3, 4, 9 or 10) to which the Seller or any of its
Subsidiaries is a party or bound; (b) violate or conflict with or constitute a
material violation of any provision of any law, regulation, judgment,
injunction, order or decree binding upon or applicable to the Seller or any of
its Subsidiaries; (c) constitute a default under or give rise to a right of
termination, cancellation or acceleration or loss of any benefit under any
material agreement, contract or other instrument binding upon the Seller or any
of its Subsidiaries or under any material license, franchise, permit or other
similar authorization held by the Seller or any of its Subsidiaries; or (d)
result in the creation or imposition of any Lien (as defined below) on any
material asset of the Seller or any of its Subsidiaries. For purposes of this
Agreement, the term "Lien" means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest, claim or encumbrance of any kind in respect
of such asset.

         3.6      SEC DOCUMENTS. The Seller is obligated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") to file reports pursuant
to Sections 13 and 15(d) thereof (all such reports filed or required to be filed
by the Seller, including all exhibits thereto or incorporated therein by
reference, and all documents filed by the Seller under the Securities Act are
hereinafter called the "SEC Documents"). The Seller has filed all reports or
other documents required to be filed under the Exchange Act. All SEC Documents
filed by the Seller (i) were prepared in all material respects in accordance
with the requirements of the Exchange Act and the Securities Act and (ii) did
not at the time they were filed (or, if amended or superseded by a filing prior
to the date hereof, then on the date of such filing) contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading. The Seller has
previously delivered to the Purchaser a correct and complete copy of each report
which the Seller filed with the Securities and Exchange Commission (the "SEC" or
the "Commission") under the Exchange Act for any period ending on or after
December 31, 2001 (the "Recent Reports," which term includes all exhibits
thereto and all exhibits and other information incorporated by reference into
the Recent Reports) other than those Recent Reports, if any, which have been
filed via the SEC's EDGAR filing system; Schedule 3.6 identifies all Recent
Reports which have not been filed via the SEC's EDGAR filing system. All of the
information about the Seller or its Subsidiaries which has been disclosed to the
Purchasers herein or in the course of discussions and negotiations with respect
hereto which is material to the Seller has been disclosed in the Recent Reports.

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<PAGE>
         3.7      FINANCIAL STATEMENTS. Each of the Seller's consolidated
balance sheet and related consolidated statements of income, cash flows and
changes in stockholders' equity (including the related notes), as contained in
the Recent Reports (collectively, the "Seller's Financial Statements" or the
"Financial Statements") (x) present fairly in all material respects the
financial position of the Seller and its consolidated Subsidiaries as of the
dates thereof and the results of operations, cash flows and stockholders' equity
as of and for each of the periods then ended, except that any unaudited
financial statements are subject to normal year-end adjustments, and (y) were
prepared in accordance with generally accepted accounting principles ("GAAP")
applied on a consistent basis throughout the periods involved, in each case,
except as otherwise indicated in the notes thereto.

         3.8      COMPLIANCE WITH LAW. The Seller and its Subsidiaries are in
compliance and have conducted their business so as to comply in all respects
with all laws, rules and regulations, judgments, decrees or orders of any court,
administrative agency, commission, self regulatory organization, regulatory
authority or other governmental authority or instrumentality, domestic or
foreign, applicable to its operations except as in each case could not in the
aggregate have or result in a Material Adverse Effect. There are no judgments or
orders, injunctions, decrees, stipulations or awards (whether rendered by a
court or administrative agency or by arbitration), including any such actions
relating to affirmative action claims or claims of discrimination, against the
Seller or its Subsidiaries or against any of their properties or businesses.

         3.9      NO DEFAULTS. The Seller and its Subsidiaries are not, nor will
they be with the passage of time, giving of notice, or both, (i) in violation of
any provision of their Charter and Bylaws (ii) in default or violation of any
term, condition or provision of (A) any judgment, decree, order, injunction or
stipulation applicable to the Seller or its Subsidiaries or (B) any material
agreement, note, mortgage, indenture, contract, lease or instrument, permit,
concession, franchise or license to which the Seller or its Subsidiaries are a
party or by which the Seller or its Subsidiaries or their properties or assets
may be bound, and no circumstances exist which would entitle any party to any
material agreement, note, mortgage, indenture, contract, lease or instrument to
which such Seller or its Subsidiaries are a party, to terminate such as a result
of such Seller or its Subsidiaries, having failed to meet any provision thereof
including, but not limited to, meeting any applicable milestone under any
material agreement or contract.

         3.10     LITIGATION. Except as disclosed in Item 3 of the Seller's
Annual Report on Form 10-K for the year ended December 31, 2002, there is no
action, suit, proceeding, judgment, claim or investigation pending or, to the
best knowledge of the Seller, threatened against the Seller and any of its
Subsidiaries which could, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect on the Seller or its Subsidiaries.
There is no action, suit, proceeding, judgment, claim or investigation pending
or, to the best knowledge of the Seller, threatened, which in any manner
challenges or seeks to prevent, enjoin, alter or materially delay any of the
transactions contemplated hereby, and, to the Seller's knowledge, there is no
basis for the assertion of any of the foregoing. There are no claims or
complaints existing or, to the knowledge of the Seller or its Subsidiaries,
threatened for product liability in respect of any product of the Seller or its
Subsidiaries, and the Seller and its Subsidiaries are not aware of any basis for
the assertion of any such claim.

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<PAGE>
         3.11     ABSENCE OF CERTAIN CHANGES. Since December 31, 2002, the
Seller has conducted its business only in the ordinary course and there has not
occurred, except as set forth in the Recent Reports:

                  (a)      Any event that could reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect on the
Seller or any of its Subsidiaries;

                  (b)      Any amendments or changes in the Charter or Bylaws of
the Seller and its Subsidiaries, other than on account of the filing of the
Certificate of Designation and Certificate of Increase with respect to the
Series D Preferred Stock;

                  (c)      Any damage, destruction or loss, whether or not
covered by insurance, that would, individually or in the aggregate, have a
Material Adverse Effect on the Seller and its Subsidiaries;

                  (d)      Any

                           (i)      incurrence, assumption or guarantee by the
                                    Seller or its Subsidiaries of any debt for
                                    borrowed money (other than for equipment
                                    leases or working capital lines of credit);

                           (ii)     issuance or sale of any securities
                                    convertible into or exchangeable for
                                    securities of the Seller other than (A)
                                    issuances or sales to directors, employees
                                    and consultants pursuant to existing equity
                                    compensation or stock purchase plans of the
                                    Seller in accordance with past business
                                    practices, and (B) the sale of an aggregate
                                    of 600 shares of Series D Preferred Stock,
                                    Series D-1 Warrants and Series D-2 Warrants,
                                    and the issuance of Series D-3 Warrants to
                                    certain persons in connection with such
                                    sales of Series D Preferred Stock, Series
                                    D-1 Warrants and Series D-2 Warrants;

                           (iii)    issuance or sale of options or other rights
                                    to acquire from the Seller or its
                                    Subsidiaries, directly or indirectly,
                                    securities of the Seller or any securities
                                    convertible into or exchangeable for any
                                    such securities, other than (A) options
                                    issued to directors, employees and
                                    consultants in the ordinary course of
                                    business pursuant to existing equity
                                    compensation or stock purchase plans of the
                                    Seller in accordance with past practices,
                                    and (B) the sale of an aggregate of 600
                                    shares of Series D Preferred Stock, Series
                                    D-1 Warrants and Series D-2 Warrants, and
                                    the issuance of Series D-3 Warrants to
                                    certain persons in connection with such
                                    sales of Series D Preferred Stock, Series
                                    D-1 Warrants and Series D-2 Warrants;

                           (iv)     issuance or sale of any stock, bond or other
                                    corporate security other than (A) options
                                    issued to directors, employees and
                                    consultants in the ordinary course of
                                    business pursuant to existing equity
                                    compensation or stock purchase plans of the
                                    Seller in accordance with past practices,
                                    and (B) the sale of an aggregate of


                                       8
<PAGE>
                                    600 shares of Series D Preferred Stock,
                                    Series D-1 Warrants and Series D-2 Warrants,
                                    and the issuance of Series D-3 Warrants to
                                    certain persons in connection with such
                                    sales of Series D Preferred Stock, Series
                                    D-1 Warrants and Series D-2 Warrants;

                           (v)      declaration or making any dividend, payment
                                    or other distribution to shareholders or
                                    purchase or redemption of any share of its
                                    capital stock or other security other than
                                    with respect to the Series D Preferred
                                    Stock;

                           (vi)     sale, assignment or transfer any of its
                                    intangible assets except in the ordinary
                                    course of business, or cancellation of any
                                    debt or claim except in the ordinary course
                                    of business all in accordance with past
                                    practices;

                           (vii)    waiver of any right of substantial value
                                    whether or not in the ordinary course of
                                    business;

                           (viii)   material change in officer compensation; or

                           (ix)     other commitment (contingent or otherwise)
                                    to do any of the foregoing.

                  (e)      Any creation, sufferance or assumption by the Seller
or any of its Subsidiaries of any Lien on any asset or any making of any loan,
advance or capital contribution to or investment in any Person in an aggregate
amount which exceeds $25,000 outstanding at any time;

                  (f)      Any entry into, amendment of, relinquishment,
termination or non-renewal by the Seller or its Subsidiaries of any material
contract, license, lease, transaction, commitment or other right or obligation,
other than in the ordinary course of business; or

                  (g)      Any transfer or grant of a right with respect to the
patents, patent applications, patent licenses, trademarks, trade names, service
marks, trade secrets, copyrights or other intellectual property rights owned or
licensed by the Seller or its Subsidiaries, except as among the Seller and its
Subsidiaries.

         3.12     NO UNDISCLOSED LIABILITIES. The Seller and its Subsidiaries do
not have any direct or indirect indebtedness, liabilities, claim, loss, damage,
deficiency, obligation or responsibility, known or unknown, fixed or unfixed,
choate or inchoate, liquidated or unliquidated, secured or unsecured, absolute,
accrued, contingent or otherwise, whether or not of a kind required by GAAP to
be set forth in financial statements, including but not limited to off-balance
sheet financings, guarantees and similar transactions ("Liabilities") which are
not fully and adequately reflected in the Financial Statements. To the knowledge
of the Seller, there are no existing circumstances, conditions, events or
arrangements which may hereafter give rise to any Liabilities of the Seller or
its Subsidiaries except in the ordinary course of business.

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<PAGE>
         3.13     TAXES. All tax returns and tax reports required to be filed
with respect to the income, operations, business or assets of the Seller and its
Subsidiaries have been timely filed (or appropriate extensions have been
obtained) with the appropriate governmental agencies in all jurisdictions in
which such returns and reports are required to be filed, and all of the
foregoing as filed are correct and complete and, in all material respects,
reflect accurately all liability for taxes of the Seller and its Subsidiaries
for the periods to which such returns relate, and all amounts shown as owing
thereon have been paid. All income, profits, franchise, sales, use, value added,
occupancy, property, excise, payroll, withholding, FICA, FUTA and other taxes
(including interest and penalties), if any, collectible or payable by the Seller
and its Subsidiaries or relating to or chargeable against any of its material
assets, revenues or income or relating to any employee, independent contractor,
creditor, stockholder or other third party through the Closing Date, were fully
collected and paid by such date if due by such date or provided for by adequate
reserves in the Financial Statements as of and for the periods ended December
31, 2002 (other than taxes accruing after such date) and all similar items due
through the Closing Date will have been fully paid by that date or provided for
by adequate reserves, whether or not any such taxes were reported or reflected
in any tax returns or filings. No taxation authority has sought to audit the
records of the Seller or any of its Subsidiaries for the purpose of verifying or
disputing any tax returns, reports or related information and disclosures
provided to such taxation authority, or for the Seller's or any of its
Subsidiaries' alleged failure to provide any such tax returns, reports or
related information and disclosure. To the knowledge of Seller and its
Subsidiaries, no material claims or deficiencies have been asserted against or
inquiries raised with the Seller or any of its Subsidiaries with respect to any
taxes or other governmental charges or levies which have not been paid or
otherwise satisfied, including claims that, or inquiries whether, the Seller or
any of its Subsidiaries has not filed a tax return that it was required to file,
and there exists no reasonable basis for the making of any such claims or
inquiries. Neither the Seller nor any of its Subsidiaries has waived any
restrictions on assessment or collection of taxes or consented to the extension
of any statute of limitations relating to taxation. Neither the Seller nor any
of its Subsidiaries is a party to any tax sharing or indemnification agreement,
and none of them is liable for the taxes of any other Person (other than
Subsidiaries) whether as a transferee, successor, by contract or otherwise.

         3.14     INTERESTS OF OFFICERS, DIRECTORS AND OTHER AFFILIATES. The
description of any material interest held, directly or indirectly, by any
officer, director or other Affiliate of Seller in any property, real or
personal, tangible or intangible, used in or pertaining to Seller's business,
including any interest in the Seller's Intellectual Property (as defined in
Section 3.15 hereof), as set forth in the Recent Reports, is true and complete,
and no officer, director or, to the Seller's knowledge, other Affiliate of the
Seller has any interest in any property, real or personal, tangible or
intangible, used in or pertaining to the Seller's business, including the
Seller's Intellectual Property, other than as set forth in the Recent Reports.

         3.15     INTELLECTUAL PROPERTY. Other than as set forth in the Recent
Reports: (a) the Seller or a Subsidiary thereof has the right to use or is the
sole and exclusive owner of all right, title and interest in and to all foreign
and domestic patents, patent rights, patent applications, trademarks, service
marks, trade names, brands and copyrights (whether or not registered and, if
applicable, including pending applications for registration) owned, used or
controlled by the Seller and its Subsidiaries (collectively, the "Rights") and
in and to each material invention, software, trade secret, technology, product,
composition, formula, method of process used by the


                                       10
<PAGE>
Seller and any intangible property and assets that are material to the business
of the Seller or its Subsidiaries (the Rights and such other items, the
"Intellectual Property"), and has the right to use the same, free and clear of
any claim or conflict with the rights of others; (b) no royalties or fees
(license or otherwise) are payable by the Seller or its Subsidiaries to any
Person by reason of the ownership or use of any of the Intellectual Property
except as set forth on Schedule 3.15; (c) to the Seller's knowledge, there have
been no claims made against the Seller or any Subsidiary asserting the
invalidity, abuse, misuse, or unenforceability of any of the Intellectual
Property, and, to each of their knowledge, there are no reasonable grounds for
any such claims; (d) neither the Seller nor any subsidiary has made any claim of
any violation or infringement by others of its rights in the Intellectual
Property, and to the best of their knowledge, no reasonable grounds for such
claims exist; and (e) neither the Seller nor any Subsidiary has received any
notice that it is in conflict with or infringing upon the asserted rights of
others in connection with the Intellectual Property, and to the best of their
knowledge, no reasonable grounds for such claims exist. Each of the Seller and
its Subsidiaries has taken security measures designed to enable it to assert
trade secret protection in its non-patented technology.

         3.16     RESTRICTIONS ON BUSINESS ACTIVITIES. Other than as set forth
in the Recent Reports, there is no agreement, judgment, injunction, order or
decree binding upon the Seller or its Subsidiaries which has or could reasonably
be expected to have the effect of prohibiting or materially impairing any
business practice of the Seller or its Subsidiaries, any acquisition of property
by the Seller or its Subsidiaries or the conduct of business by the Seller or
its Subsidiaries as currently conducted or as currently proposed to be conducted
by the Seller.

         3.17     PREEMPTIVE RIGHTS. No Person possesses any preemptive rights,
registration rights or anti-dilution rights, in respect of the Purchased Shares
or the Warrant Shares to be issued to the Purchasers upon exercise of the
Warrants.

         3.18     INSURANCE. The insurance policies providing insurance coverage
to the Seller or its Subsidiaries, including for product liability, provide
adequate and customary coverage for the business conducted by the Seller and its
Subsidiaries and are sufficient for compliance by the Seller and its
Subsidiaries with all requirements of law and all material agreements to which
the Seller or its Subsidiaries are a party or by which any of their assets are
bound. All of such policies are with financially sound and reputable insurers
having an "A" rating or better from Best's Rating Service (or any successor
thereto), are in full force and effect and are valid and enforceable in
accordance with their terms, and the Seller and its Subsidiaries have complied
with all material terms and conditions of such policies, including premium
payments. None of the insurance carriers has indicated to the Seller or its
Subsidiaries an intention to cancel any such policy.

         3.19     SUBSIDIARIES AND INVESTMENTS. Except as set forth in the
Recent Reports or on Schedule 3.19, the Seller has no Subsidiaries or
Investments. For purposes of this Agreement, the term "Investments" shall mean,
with respect to any Person, all advances, loans or extensions of credit to any
other Person, all purchases or commitments to purchase any stock, bonds, notes,
debentures or other securities of any other Person, and any other investment in
any other Person, including partnerships or joint ventures (whether by capital
contribution or otherwise) or other similar arrangement (whether written or
oral) with any Person, including but not limited to arrangements in which (i)
the Person shares profits and losses, (ii) any such other Person has the


                                       11
<PAGE>
right to obligate or bind the Person to any third party, or (iii) the Person may
be wholly or partially liable for the debts or obligations of such partnership,
joint venture or other arrangement.

         3.20     CAPITALIZATION. The authorized capital stock of the Seller
consists of 50,000,000 shares of common stock, $0.001 par value per share, of
which 3,357,436 shares are issued and outstanding as of the date hereof, and
5,000,000 shares of preferred stock, issuable in one or more classes or series,
with such relative rights and preferences as the Board of Directors may
determine, none of which has been authorized for issuance or designated and
provided with terms, other than as follows:

                  400 shares have been designated 5% Series A Preferred Stock,
                           of which no shares are outstanding and as to which
                           there is no obligation (including any contingent
                           obligation) to issue any such shares;

                  200,000 shares have been designated Series B Junior
                           participating Preferred Stock, of which no shares are
                           outstanding and as to which there is no obligation
                           (including any contingent obligation) to issue any
                           such shares, other than pursuant to the Rights
                           Agreement by and between the Seller and U.S. Stock
                           Transfer Corporation (the "Rights Plan");

                  200 shares have been designated 7% Series C Preferred Stock,
                           of which no shares are outstanding and as to which
                           there is no obligation (including any contingent
                           obligation) to issue any such shares;

                  600 shares have been designated Series D 8% Cumulative
                           Convertible Voting Preferred Stock, all of which were
                           issued on or about May 7 and May 13, 2003, of which
                           577 shares remain outstanding immediately prior to
                           the execution of this Agreement.

All shares of the Seller's issued and outstanding capital stock have been duly
authorized, are validly issued and outstanding, and are fully paid and
nonassessable. No securities issued by the Seller from January 1, 2000, to the
date hereof were issued in violation of any statutory, contractual or common law
preemptive rights. There are no dividends which have accrued or been declared
but are unpaid on the capital stock of the Seller. All taxes required to be paid
by Seller in connection with the issuance and any transfers of the Seller's
capital stock have been paid. All permits or authorizations required to be
obtained from or registrations required to be effected with any Person in
connection with any and all issuances of securities of the Seller from January
1, 2000, to the date hereof have been obtained or effected, and all securities
of the Seller issued on or after January 1, 2000, have been issued in accordance
with the provisions of all applicable securities or other laws.

         3.21     OPTIONS, WARRANTS, RIGHTS. Except as set forth on Schedule
3.21, there are no outstanding (a) securities, notes or instruments convertible
into or exercisable for any of the capital stock or other equity interests of
the Seller or its Subsidiaries; (b) options, warrants, subscriptions or other
rights to acquire capital stock or other equity interests of the Seller or its
Subsidiaries; or (c) commitments, agreements or understandings of any kind,
including employee


                                       12
<PAGE>
benefit arrangements, relating to the issuance or repurchase by the Seller or
its Subsidiaries of any capital stock or other equity interests of the Seller or
its Subsidiaries, any such securities or instruments convertible into or
exercisable for securities or any such options, warrants or rights. Other than
the rights of the Purchasers under the Warrants, and except as set forth on
Schedule 3.21, neither the Seller nor any Subsidiary has granted anti-dilution
rights to any person or entity in connection with any option, warrant,
subscription or any other instrument convertible into or exercisable for the
securities of the Seller or any of its Subsidiaries. Other than pursuant to the
rights granted to the Purchasers under the Registration Rights Agreement, there
are no outstanding rights which permit the holder thereof to cause the Seller or
the Subsidiaries to file a registration statement under the Securities Act or
which permit the holder thereof to include securities of the Seller or any of
its Subsidiaries in a registration statement filed by the Seller or any of its
Subsidiaries under the Securities Act, and there are no outstanding agreements
or other commitments which otherwise relate to the registration of any
securities of the Seller or any of its Subsidiaries for sale or distribution in
any jurisdiction, except as set forth on Schedule 3.21.

         3.22     EMPLOYEES, EMPLOYMENT AGREEMENTS AND EMPLOYEE BENEFIT PLANS.
(a) Except as set forth in the Recent Reports or on Schedule 3.22, there are no
employment, consulting, severance or indemnification arrangements, agreements,
or understandings between the Seller or its Subsidiaries and any officer,
director, consultant or employee of the Seller or its Subsidiaries (the
"Employment Agreements"). No Employment Agreement provides for the acceleration
or change in the award, grant, vesting or determination of options, warrants,
rights, severance payments, or other contingent obligations of any nature
whatsoever of the Seller or its Subsidiaries in favor of any such parties in
connection with the transactions contemplated by this Agreement. Except as
disclosed in the Recent Reports or on Schedule 3.22, the terms of employment or
engagement of all directors, officers, employees, agents, consultants and
professional advisors of the Seller and its Subsidiaries are such that their
employment or engagement may be terminated upon not more than two weeks' notice
given at any time without liability for payment of compensation or damages and
the Seller and its Subsidiaries have not entered into any agreement or
arrangement for the management of their business or any part thereof other than
with their directors or employees.

                  (b)      Except as set forth on Schedule 3.22, the Seller and
its Subsidiaries have no pension, retirement, stock purchase, stock bonus, stock
ownership, stock option, profit sharing, savings, medical, disability,
hospitalization, insurance, deferred compensation, bonus, incentive, welfare or
any other employee benefit plan, policy, agreement, commitment, arrangement or
practice currently or previously maintained or contributed to by the Seller or
its Subsidiaries for any of its directors, officers, consultants, employees or
former employees (the "Seller Plans"). The Seller has previously made available
to Purchaser, to the extent applicable, (i) a true and complete copy of all of
the Seller Plans (or, if oral, a true and complete written summary thereof);
(ii) a current summary plan description (plus summaries of any subsequent
modifications thereto) for each Seller Plan; (iii) the latest IRS determination
letter obtained with respect to any Seller Plan qualified under Section 401 or
501 of the Code; and (iv) Forms 5500 for the last three (3) plan years for each
Seller Plan required to file such form. Except as set forth on Schedule 3.22,
none of the Seller Plans is subject to the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), and, except as set forth on Schedule 3.22,
neither the Seller nor any of its Subsidiaries has established, maintained, made
or been required to make any contributions to, or terminated, and has no
liability with respect to, any "employee benefit


                                       13
<PAGE>
plan" within the meaning of ERISA. The Seller and its Subsidiaries have not
incurred any liability to the Pension Benefit Guaranty Corporation (the "PBGC"),
and, to the Seller's knowledge, no facts or circumstances exist which might give
rise to any liability of the Seller or its Subsidiaries to the PBGC or which
could reasonably be anticipated to result in any claims being made against the
Purchaser, the Seller or their Subsidiaries by the PBGC. To the Seller's
knowledge, no facts or circumstances exist which might give rise to any
liability of any Seller Plan to any other Person, other than in the ordinary
course of the Seller's business. The Seller and its Subsidiaries have paid all
amounts required under applicable law and any Seller Plan to be paid as a
contribution to any Seller Plan through the date hereof. The Seller has set
aside adequate reserves to meet contributions which are not yet due under any
Seller Plan. Neither the Seller, nor its Subsidiaries nor, to the Seller's
knowledge, any other Person has engaged in any transaction with respect to any
Seller Plan which would subject the Seller to any tax, penalty or liability for
prohibited transactions. No director, officer or employee of the Seller or its
Subsidiaries, to the extent he or she is a fiduciary with respect to any Seller
Plan, has breached any of his/her responsibilities or obligations imposed upon
fiduciaries or which could result in any claim being made under, by or on behalf
of any Seller Plan. No Seller Plan provides post-employment medical, health, or
life insurance benefits for present or future retirees or present or future
terminated employees, except for continuation coverage provided pursuant to the
requirements of Section 4980B of the Code or Sections 601-608 of ERISA or a
similar state law.

                  (c)      No material labor dispute with employees of the
Seller exists or, to the best knowledge of the Seller is imminent.

         3.23     ABSENCE OF CERTAIN BUSINESS PRACTICES. Neither the Seller, nor
any Affiliate of the Seller (including, but not limited to, its Subsidiaries),
nor any agent or employee of the Seller, any other Person acting on behalf of or
associated with the Seller, or any individual related to any of the foregoing
Persons, acting on behalf of the Seller alone or together, has: (a) received,
directly or indirectly, any rebates, payments, commissions, promotional
allowances or any other economic benefits, regardless of their nature or type,
from any customer, supplier, trading company, shipping company, governmental
employee or other Person with whom the Seller or its Subsidiaries has done
business directly or indirectly; or (b) directly or indirectly, given or agreed
to give any gift or similar benefit to any customer, supplier, trading company,
shipping company, governmental employee or other Person who is or may be in a
position to help or hinder the business of the Seller or its Subsidiaries (or
assist the Seller or its Subsidiaries in connection with any actual or proposed
transaction) which (i) may subject the Seller or its Subsidiaries to any damage
or penalty in any civil, criminal or governmental litigation or proceeding, (ii)
if not given in the past, may have had an adverse effect on the Seller or its
Subsidiaries or (iii) if not continued in the future, may adversely affect the
assets, business, operations or prospects of the Seller or its Subsidiaries or
subject the Seller or its Subsidiaries to suit or penalty in any private or
governmental litigation or proceeding.

         3.24     PRODUCTS AND SERVICES. There exists no set of facts (i) which
could furnish a basis for the withdrawal, suspension or cancellation of any
registration, license, permit or other governmental approval or consent of any
governmental or regulatory agency issued to the Seller with respect to any
component of any product being developed by, or that is material to and used by,
the Seller or its Subsidiaries, or (ii) which could have a Material Adverse
Effect on the continued development of any product candidate of the Seller or
its Subsidiaries or which could


                                       14
<PAGE>
otherwise cause the Seller or its Subsidiaries to withdraw, suspend or cancel
development of any such product, it being understood that the Seller is not
presently offering any product or service for sale and has never in the past
offered any product or service for sale, and that the Seller's product
candidates will require, before they can be offered for commercial sale, certain
governmental or regulatory licenses, permits or approvals which have not been
issued.

         3.25     ENVIRONMENTAL MATTERS. None of the premises or any other
property owned, occupied or leased by the Seller or its Subsidiaries (the
"Premises") in the past has been used by the Seller or its Subsidiaries, or to
the Seller's knowledge, by any other Person, to manufacture, treat, utilize,
store, or dispose of any waste, pollutant or toxic or hazardous substance
(including, without limitation, asbestos, radioactive material and pesticides)
or any other substance that has been designated to be a "hazardous substance"
under Environmental Laws ("Hazardous Substances") other than substances
customarily used in the Seller's or its Subsidiaries' businesses and in
accordance with applications laws and regulations. The Seller and its
Subsidiaries have not disposed of, discharged, emitted or released any Hazardous
Substances which would require, under applicable Environmental Laws,
remediation, investigation or similar response activity. No Hazardous Substances
are present as a result of the actions of the Seller or its Subsidiaries or, to
the Seller's or its Subsidiaries' knowledge, any other Person, in, on or under
the Premises which would give rise to any liability or clean-up obligations of
the Seller or its Subsidiaries under applicable Environmental Laws. The Seller
and its Subsidiaries and, to the Seller's and its Subsidiaries' knowledge, any
other Person for whose conduct it may be responsible, are in material compliance
with all laws, regulations and other federal, state or local governmental
requirements, and all applicable judgments, orders, writs, notices, decrees,
permits, licenses, approvals, consents or injunctions in effect on the
applicable Closing Date relating to the generation, management, handling,
transportation, treatment, disposal, storage, delivery, discharge, release or
emission of any waste, pollutant or toxic or hazardous substance (including,
without limitation, asbestos, radioactive material and pesticides) or to any
other actions, omissions or conditions affecting the environment (the
"Environmental Laws"). Neither the Seller nor its Subsidiaries nor, to the
Seller's or its Subsidiaries' knowledge, any other Person for whose conduct it
may be responsible has received any complaint, notice, order, or citation of any
actual, threatened or alleged noncompliance with any of the Environmental Laws,
and there is no proceeding, suit or investigation pending or, to the Seller's or
its Subsidiaries knowledge, threatened against the Seller or its Subsidiaries or
any such Person with respect to any violation or alleged violation of the
Environmental Laws, and there is no basis for the institution of any such
proceeding, suit or investigation.

         3.26     LICENSES; COMPLIANCE WITH FDA AND OTHER REGULATORY
REQUIREMENTS.

                  (A)      GENERAL. The Seller and its Subsidiaries hold all
authorizations, consents, approvals, franchises, licenses and permits required
under applicable law or regulation for the operation of the business of the
Seller and its Subsidiaries as presently operated (the "Governmental
Authorizations"). All the Governmental Authorizations have been duly issued or
obtained and are in full force and effect, and the Seller and its Subsidiaries
are in compliance with the terms of all the Governmental Authorizations. The
Seller and its Subsidiaries have not engaged in any activity that could cause
revocation or suspension of any such Governmental Authorizations. The Seller and
its Subsidiaries have no knowledge of any facts which could reasonably be
expected to cause them to believe that the Governmental Authorizations will not

                                       15
<PAGE>
be renewed by the appropriate governmental authorities in the ordinary course.
Neither the execution, delivery nor performance of this Agreement will adversely
affect the status of any of the Governmental Authorizations.

                  (B)      FDA. Without limiting the generality of the
representations and warranties made in paragraph (a) above, the Seller
represents and warrants that (i) the Seller and each of its Subsidiaries is in
compliance in all material respects with all applicable provisions of the United
States Federal Food, Drug, and Cosmetic Act (the "FDC Act"), (ii) the Seller and
each of its Subsidiaries is in compliance with the following specific
requirements: (A) all of the products used by the Seller and its Subsidiaries
comply in all material respects with any conditions of approval and the terms of
the applications, if any, submitted by or on behalf of the Seller to the United
States Food and Drug Administration (the "FDA"); (B) all adverse events that
were required to be reported by Seller or its Subsidiaries to the FDA have been
reported to the FDA in a timely manner; (C) neither the Seller nor any of its
Subsidiaries is, to their knowledge, employing or utilizing the services of any
individual who has been debarred under the FDC Act; (D) all stability studies
required to be performed by or on behalf of the Seller for products used by the
Seller or any of its Subsidiaries have been completed or are ongoing in
accordance with the applicable FDA requirements; and (E) any substances exported
by the Seller or any of its Subsidiaries have been exported in compliance in all
material respects with the FDC Act. Without limiting the general liability of
the representations and warranties made in paragraph (a) above, the Seller and
its Subsidiaries are in compliance in all material respects with all applicable
provisions of the Controlled Substances Act.

         3.27     BROKERS. Except as set forth in Schedule 3.27 hereto, no
broker, finder or investment banker is entitled to any brokerage, finder's or
other fee or commission in connection with the transactions contemplated by this
Agreement, based upon any arrangement made by or on behalf of the Seller or any
of its Affiliates.

         3.28     SECURITIES LAWS. Neither the Seller nor its Subsidiaries nor
any agent acting on behalf of the Seller or its Subsidiaries has taken or will
take any action which might cause this Agreement or any of the Securities to
violate the Securities Act or the Exchange Act or any rules or regulations
promulgated thereunder, or any applicable state securities laws, as in effect on
the Closing Date. All offers and sales of capital stock, securities and notes of
the Seller were conducted and completed in compliance with the Securities Act,
the rules and regulations promulgated thereunder and applicable state securities
laws. All shares of capital stock and other securities issued by the Seller and
its Subsidiaries prior to the date hereof have been issued in transactions that
were either registered offerings or were exempt from the registration
requirements under the Securities Act and all applicable state securities or
state securities laws and in compliance with all applicable corporate laws.

         3.29     DISCLOSURE. No representation or warranty made by the Seller
in this Agreement, nor in any document, written information, financial
statement, certificate, schedule or exhibit prepared and furnished by the Seller
pursuant hereto or in connection with the transactions contemplated hereby,
contains or will contain any untrue statement of a material fact, or omits to
state a material fact necessary to make the statements or facts contained herein
or therein not misleading in light of the circumstances under which they were
furnished.

                                       16
<PAGE>
         3.30     CHANGE IN CONTROL. Assuming that there are no contractual
agreements (other than this Agreement) among any two or more of the Purchasers
with respect to the purchase, sale or other disposition, or voting of the equity
securities of the Company, the execution, delivery and performance of this
Agreement and the Related Documents, and the consummation of the transactions
contemplated hereby and thereby (including the exercise of some or all of the
Warrants and the issuance of the Warrant Shares) do not and will not constitute
a change in control under or give rise to a right of termination, cancellation,
severance or similar payments, or acceleration or loss of any benefit under any
material agreement, contract or other instrument binding upon the Seller or any
of its Subsidiaries, under any material license, franchise, permit or other
similar authorization held by the Seller or any of its Subsidiaries or under any
agreement or arrangement between the Seller or any of its Subsidiaries and their
directors, officers, employees or consultants.

         3.31     APPLICATION OF TAKEOVER PROTECTION. The Seller and its board
of directors have taken all necessary action in order to render inapplicable,
and have rendered inapplicable, any control share acquisition, business
combination, poison pill (including any distribution under a rights agreement)
or other similar anti- takeover provision under the Charter, the By-laws, the
laws of the state of its incorporation or any rights plan or similar arrangement
which is or could become applicable as a result of the transactions contemplated
by this Agreement, including, without limitation, the Seller's issuance of the
Securities and the Purchasers' ownership of the Purchased Shares, the Warrants
or the Warrant Shares.

         3.32     NASDAQ COMPLIANCE. (a) The Common Stock is registered pursuant
to Section 12(g) of the Exchange Act, and is listed on the Nasdaq SmallCap
Market (the "Nasdaq Stock Market"), and the Seller has taken no action designed
to, or which to its knowledge is likely to have the effect of, terminating the
registration of the Common Stock under the Exchange Act or delisting the Common
Stock from the Nasdaq Stock Market. The issuance of the Securities does not
require stockholder approval, including, without limitation, pursuant to the
Nasdaq Marketplace Rules as in effect on the Closing Date, including without
limitation all Interpretive Materials issued on or before the Closing Date. No
order ceasing or suspending trading in any securities of Seller or prohibiting
the issuance and/or sale of the Purchased Shares, Warrants or Warrant Shares is
in effect and no proceedings for such purpose are pending or, to the Seller's
knowledge, threatened.

                  (b)      The staff of the Nasdaq Stock Market has verbally
confirmed to the Seller that (i) it has reviewed this Agreement, the form of
Series 2003-1 Warrant, and the form of Registration Rights Agreement, and (ii)
on the basis of such review, approval by the stockholders of the Seller of the
issuance of the Purchased Shares, the Warrants and the Warrant Shares is not
required, and the Seller shall not have received from such staff any oral or
written information or advice contrary to such verbal confirmation.

         3.33     MATERIAL CONTRACTS. Each of the Seller's and its Subsidiaries
material contracts (which, for purposes of this Agreement, means any agreement,
contract or other document which the Seller would be required to disclose
pursuant to SEC Regulation S-K, Item 601, Exhibits 1, 2, 3, 4, 9 or 10) are
listed as exhibits to the Recent Reports and are in full force and effect on the
date hereof, and none of the Seller, its Subsidiaries nor, to the Seller's or
any Subsidiary's knowledge, any other party to such contracts is in breach of or
default under any of such


                                       17
<PAGE>
contracts. The Seller is not required to file and will not be required to file
any agreement, note, lease, mortgage, deed or other instrument entered into by
the Seller or any Subsidiary prior to the date hereof which has not been
previously filed as an exhibit to its Recent Reports.

         3.34     TITLE TO AND CONDITION OF PERSONAL PROPERTY; NO LIENS. The
Seller and its Subsidiaries have good and valid title to, or, in the case of
leased properties and assets, valid leasehold interests in, all of their
tangible properties and assets, real, personal and mixed, used in their
business, free and clear of any Liens, except as set forth on Schedule 3.34. All
tangible personal property owned by the Seller and its Subsidiaries is in good
operating condition and in a good state of maintenance and repair, and is
adequate for the business conducted and proposed to be conducted by the Seller
and its Subsidiaries. Except for the Leases specifically identified in Schedule
3.34, there are no assets owned by any third party which are material to the
operation of the business of the Seller or its Subsidiaries, as presently
conducted or proposed to be conducted.

          ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

                  Each Purchaser, for itself, hereby severally, and not jointly,
represents and warrants to the Seller as follows:

         4.1      EXISTENCE AND POWER. The Purchaser is duly organized, validly
existing and in good standing under the laws of the jurisdiction of such
Purchaser's organization. The Purchaser has all powers required to carry on such
Purchaser's business as now conducted.

         4.2      AUTHORIZATION. The execution, delivery and performance by the
Purchaser of this Agreement, the Related Documents to which such Purchaser is a
party, and the consummation by the Purchaser of the transactions contemplated
hereby have been duly authorized, and no additional action is required for the
approval of this Agreement. This Agreement and the Related Documents to which
the Purchaser is a party have been or, to the extent contemplated hereby, will
be duly executed and delivered and constitute valid and binding agreements of
the Purchaser, enforceable against such Purchaser in accordance with their
terms, except as may be limited by bankruptcy, reorganization, insolvency,
moratorium and similar laws of general application relating to or affecting the
enforcement of rights of creditors and except that enforceability of their
obligations thereunder are subject to general principles of equity.

         4.3      INVESTMENT. The Purchaser is acquiring the Securities for its
own account for investment and not with a view to, or for sale in connection
with, any distribution thereof, nor with the intention of distributing or
reselling the same, provided, however, that by making the representation herein,
the Purchaser does not agree to hold any of the securities for any minimum or
other specific term and reserves the right to dispose of the Securities at any
time in accordance with or pursuant to a registration statement or an exemption
under the Securities Act. The Purchaser is aware that none of the Securities has
been registered under the Securities Act or under applicable state securities or
blue sky laws. The Purchaser is an "Accredited Investor" as such term is defined
in Rule 501 of Regulation D, as promulgated under the Securities Act.

         4.4      NONCONTRAVENTION. Neither the execution and the delivery of
this Agreement, nor the consummation of the transactions contemplated hereby,
will violate any constitution,


                                       18
<PAGE>
statute, regulation, rule, injunction, judgment, order, decree, ruling, charge,
or other restriction of any government, governmental agency, or court to which
Purchaser is subject or any provision of its charter or bylaws or other similar
governing instruments.

         4.5      NO REGISTRATION. The Purchaser understands that the Purchased
Shares and Warrants are being offered and sold to such Purchaser in reliance
upon specific exemptions from the registration requirements of United States
federal and state securities laws and that the Seller is relying upon the truth
and accuracy of, and such Purchaser's compliance with, the representations,
warranties, agreements, acknowledgments and understandings of such Purchaser set
forth herein in order to determine the availability of such exemptions and the
eligibility of such Purchaser to acquire the Securities.

         4.6      BUSINESS OR FINANCIAL EXPERTISE. Purchaser has, by reason of
Purchaser's business or financial expertise or the business or financial
experience of its professional advisors who are unaffiliated with and who are
not, to such Purchaser's knowledge, compensated by the Seller or any affiliate
or selling agent of the Seller, directly or indirectly, the capacity to protect
its own interests in connection with its acquisition of the Securities.
Purchaser has had the opportunity to ask questions about the Seller's business
affairs and financial condition, and has acquired sufficient information about
the Seller to reach an informed and knowledgeable decision to acquire the
Securities.

         4.7      BROKERS' FEES. Purchaser has no liability or obligation to pay
any fees or commissions to any broker, finder, or agent with respect to the
transactions contemplated by this Agreement for which the Seller could become
liable or obligated.

               ARTICLE V - COVENANTS OF THE SELLER AND PURCHASERS

         5.1      INSURANCE. The Seller and its Subsidiaries shall maintain
insurance coverage which is adequate and customary coverage for the business in
which the Seller and its Subsidiaries shall then be engaged in. The Seller and
its Subsidiaries shall, from time to time upon the written request of the
Purchasers, promptly furnish or cause to be furnished to the Seller evidence, in
form and substance reasonably satisfactory to the Purchasers, of the maintenance
of all insurance maintained by it for loss or damage by fire and other hazards,
damage or injury to persons and property, including from product liability, and
under workmen's compensation laws.

         5.2      INVESTIGATION. The representations, warranties, covenants and
agreements set forth in this Agreement shall not be affected or diminished in
any way by any investigation (or failure to investigate) at any time by or on
behalf of the party for whose benefit such representations, warranties,
covenants and agreements were made. Without limiting the generality of the
foregoing, the inability or failure of the Purchasers to discover any breach,
default or misrepresentation by the Seller under this Agreement or the Related
Documents (including under any certificate furnished pursuant to this Agreement)
shall not in any way diminish any liability hereunder.

         5.3      PUBLIC ANNOUNCEMENTS. Neither the Purchasers nor the Seller
shall (and each such party shall use its reasonable efforts to cause its
Subsidiaries, Affiliates, directors, officers,


                                       19
<PAGE>

employees and authorized representatives not to), issue any press release, make
any public announcement or furnish any written statement to its employees or
stockholders generally concerning the transactions contemplated by this
Agreement without the consent of the other party (which consent shall not be
unreasonably withheld), except to the extent required by applicable law or the
applicable requirements of applicable stock exchange rules (including Nasdaq) or
as otherwise contemplated herein (and in either such case such party shall, to
the extent consistent with timely compliance with such requirement, consult with
the other party prior to making the required release, announcement or
statement). Notwithstanding the foregoing, the Seller shall, promptly after the
Closing, issue a press release disclosing the transactions contemplated hereby.

      5.4 USE OF PROCEEDS. The Seller covenants and agrees that the proceeds of
the Purchase Price shall be used by the Seller for working capital and general
corporate purposes.

      5.5 LISTING OF SHARES. The Seller shall use its best efforts to list the
Purchased Shares and Warrant Shares on each securities exchange or quotation
system upon which the Common Stock may be listed from time to time during the
time period that the Common Stock is listed on such securities exchange or
quotation system.

      5.6 RESERVATION OF SHARES. The Seller shall hereafter take all action
necessary to at all times have authorized, and reserved for the purpose of
issuance, no less than 100% of the number of shares of Common Stock needed to
provide for the issuance of the shares of Common Stock upon exercise of all
outstanding Warrants (without regard to any limitations on conversions or
exercise).

      5.7 INTERNAL ACCOUNTING CONTROLS. The Seller and each of its Subsidiaries
shall maintain a system of internal accounting controls sufficient to provide
reasonable assurance that (i) transactions are executed in accordance with
management's general or specific authorizations, (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with
generally accepted accounting principles and to maintain asset accountability
and (iii) assets are amortized and depreciated, as applicable, in accordance
with generally accepted accounting principles.

      5.8 FILING OF FORM D. The Seller will timely file Form D in accordance
with the provisions of Regulation D promulgated by the SEC under the Securities
Act.

      5.9 INDEMNIFICATION FOR CLAIMS. The Seller agrees to indemnify and hold
harmless the Purchasers, their Affiliates, each of their officers, directors,
employees and agents and their respective successors and assigns (for purposes
of this subsection 5.9, the "Indemnified Parties"), from and against any losses,
damages, or expenses (net of any related insurance proceeds) incurred by the
Indemnified Parties due to any and all third party actions, suits, proceedings,
claims, demands, judgments, costs and expenses (including reasonable legal fees
and expenses) which are brought by or on behalf of a third party or any of its
successors or assigns claiming a right to participate as a placement agent,
underwriter, financial advisor, finder or broker with respect to the offering of
the Securities pursuant to this Agreement, against any of the Indemnified
Parties, with respect to any act or omission occurring on or before the Closing
Date. The indemnification herein provided shall be provided in the manner and in
accordance with the


                                       20
<PAGE>
procedures set forth in Section 6.3 hereof. The indemnification provided for in
this Section 5.9 shall be made notwithstanding the reference to any
underwriting, placement agent, financial advisory, finder's or broker's
agreement in the Schedule to the Representations and Warranties, and
notwithstanding any knowledge or information which the Purchasers have with
respect to any underwriting, placement agent, financial advisory, finder's or
broker's agreement.

                         ARTICLE VI - - INDEMNIFICATION

      6.1 SURVIVAL OF REPRESENTATIONS. Except as otherwise provided herein, the
representations and warranties of the Seller and the Purchasers contained in or
made pursuant to this Agreement shall survive the execution and delivery of this
Agreement and the Closing Date and shall continue in full force and effect for a
period of 24 months after the Closing Date and shall in no way be affected by
any investigation of the subject matter thereof made by or on behalf of the
Seller or the Purchasers.

      6.2 INDEMNIFICATION. (a) The Seller agrees to indemnify and hold harmless
the Purchasers, their Affiliates, each of their officers, directors, employees
and agents and their respective successors and assigns, from and against any
losses, damages, or expenses (net of any related insurance proceeds) due to any
and all third party actions, suits, proceedings, claims, demands, judgments,
costs and expenses (including reasonable legal fees and expenses) (all of the
foregoing, "Third Party Claims") which are caused by or arise out of (i) any
breach or default in the performance by the Seller of any covenant or agreement
made by the Seller in this Agreement or in any of the Related Documents; (ii)
any breach of warranty or representation made by the Seller in this Agreement or
in any of the Related Document.

                  (b) Each of the Purchasers agrees to indemnify and hold
harmless the Seller, its Affiliates, each of their officers, directors,
employees and agents and their respective successors and assigns, from and
against any Third Party Claims (net of any related insurance proceeds) which are
caused by or arise out of (i) any breach or default in the performance by it of
any covenant or agreement made by it in this Agreement or in any of the Related
Documents; (ii) any breach of warranty or representation made by it in this
Agreement or in any of the Related Documents; provided, however, that a
Purchaser's liability under this Section 6.2(b) shall not exceed the Purchase
Price paid by such Purchaser hereunder.

      6.3 INDEMNITY PROCEDURE. A party or parties hereto agreeing to be
responsible for or to indemnify against any matter pursuant to this Agreement is
referred to herein as the "Indemnifying Party" and the other party or parties
claiming indemnity is referred to as the "Indemnified Party".

                  An Indemnified Party under this Agreement shall, with respect
to claims asserted against such party by any third party, give written notice to
the Indemnifying Party of any liability which might give rise to a claim for
indemnity under this Agreement within sixty (60) business days of the receipt of
any written claim from any such third party, but not later than twenty (20) days
prior to the date any answer or responsive pleading is due, and with respect to
other matters for which the Indemnified Party may seek indemnification, give
prompt written notice to the Indemnifying Party of any liability which might
give rise to a claim for indemnity;


                                       21
<PAGE>
provided, however, that any failure to give such notice will not waive any
rights of the Indemnified Party except to the extent the rights of the
Indemnifying Party are materially prejudiced.

                  The Indemnified Party shall have the right to conduct and
control, through counsel of its choosing, the defense, compromise or settlement
of any third Person claim, action or suit against such Indemnified Party as to
which indemnification will be sought by any Indemnified Party from any
Indemnifying Party hereunder, and in any such case the Indemnifying Party shall
cooperate in connection therewith and shall furnish such records, information
and testimony and attend such conferences, discovery proceedings, hearings,
trials and appeals as may be reasonably requested by the Indemnified Party in
connection therewith; provided, that the Indemnifying Party may participate,
through counsel chosen by it and at its own expense, in the defense of any such
claim, action or suit as to which the Indemnified Party has so elected to
conduct and control the defense thereof; and provided, further, that the
Indemnified Party shall not, without the written consent of the Indemnifying
Party (which written consent shall not be unreasonably withheld), pay,
compromise or settle any such claim, action or suit, except that no such consent
shall be required if, following a written request from the Indemnified Party,
the Indemnifying Party shall fail, within 14 days after the making of such
request, to acknowledge and agree in writing that, if such claim, action or suit
shall be adversely determined, such Indemnifying Party has an obligation to
provide indemnification hereunder to such Indemnified Party. Notwithstanding the
foregoing, the Indemnified Party shall have the right to pay, settle or
compromise any such claim, action or suit without such consent, provided, that
in such event the Indemnified Party shall waive any right to indemnity therefor
hereunder unless such consent is unreasonably withheld.

                  The parties agree to cooperate in defending such third party
claims and the Indemnified Party shall provide such cooperation and such access
to its books, records and properties as the Indemnifying Party shall reasonably
request with respect to any matter for which indemnification is sought
hereunder; and the parties hereto agree to cooperate with each other in order to
ensure the proper and adequate defense thereof.

                  With regard to claims of third parties for which
indemnification is payable hereunder, such indemnification shall be paid by the
Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment
against the Indemnified Party and the expiration of any applicable appeal
period, or if earlier, five (5) days prior to the date that the judgment
creditor has the right to execute the judgment; (ii) the entry of an
unappealable judgment or final appellate decision against the Indemnified Party;
or (iii) a settlement of the claim. Notwithstanding the foregoing, the
reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a
current basis by the Indemnifying Party if such expenses are required to be paid
pursuant to this Agreement. With regard to other claims for which
indemnification is payable hereunder, such indemnification shall be paid
promptly by the Indemnifying Party upon demand by the Indemnified Party.

                           ARTICLE VII - MISCELLANEOUS

      7.1 FURTHER ASSURANCES. Each party agrees to cooperate fully with the
other parties and to execute such further instruments, documents and agreements
and to give such further written assurances as may be reasonably requested by
any other party to better evidence and


                                       22
<PAGE>
reflect the transactions described herein and contemplated hereby and to carry
into effect the intents and purposes of this Agreement, and further agrees to
take promptly, or cause to be taken, all actions, and to do promptly, or cause
to be done, all things necessary, proper or advisable under applicable law to
consummate and make effective the transactions contemplated hereby, to obtain
all necessary waivers, consents and approvals, to effect all necessary
registrations and filings, and to remove any injunctions or other impediments or
delays, legal or otherwise, in order to consummate and make effective the
transactions contemplated by this Agreement for the purpose of securing to the
parties hereto the benefits contemplated by this Agreement.

      7.2 FEES AND EXPENSES. The Seller shall be responsible for the payment of
reasonable legal fees and expenses of one counsel to the Purchasers relating to
the preparation and negotiation of this Agreement, the Related Documents or the
exercise of any Warrants.

      7.3 NOTICES. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of (a) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile number
specified in this Section prior to 5:00 p.m. (New York City time) on a business
day, (b) the next business day after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number specified in
this Section on a day that is not a business day or later than 5:00 p.m. (New
York City time) on any business day, or (c) the business day following the date
of mailing, if sent by U.S. nationally recognized overnight courier service such
as Federal Express. The address for such notices and communications shall be as
follows:

<TABLE>
<S>                                          <C>
If to the Purchasers, to their respective    If to the Seller:
addresses set forth on Schedule 1.           Spectrum Pharmaceuticals, Inc.
                                             157 Technology Dr
                                             Irvine, CA 92618
                                             Att'n: CEO
                                             Fax No. 949-788-6706

With a copy in each case to:                 With a copy in each case to:
Kane Kessler, P.C.                           Latham & Watkins LLP
1350 Avenue of the Americas - 26th Floor     650 Town Center Drive, Twentieth Floor
New York, New York 10019                     Costa Mesa, California 92626
Attention:  Robert L. Lawrence, Esq.         Att'n: Alan W. Pettis, Esq.
Fax No.: (212) 245-3009                      Fax No. 714-755-8290
</TABLE>

Unless otherwise stated above, such communications shall be effective when they
are received by the addressee thereof in conformity with this Section. Any party
may change its address for such communications by giving notice thereof to the
other parties in conformity with this Section.

      7.4 GOVERNING LAW. All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by and
enforced in accordance with the laws of the State of New York without reference
to the choice of law principles thereof.


                                       23
<PAGE>
      7.5 JURISDICTION AND VENUE. This Agreement shall be subject to the
exclusive jurisdiction of the Federal and State Courts located in New York
County, New York. The parties to this Agreement agree that any breach of any
term or condition of this Agreement shall be deemed to be a breach occurring in
the State of New York by virtue of a failure to perform an act required to be
performed in the State of New York and irrevocably and expressly agree to submit
to the jurisdiction of the Federal District Court, Southern District of New York
and if such court does not have proper jurisdiction, the State Courts of New
York County, New York for the purpose of resolving any disputes among the
parties relating to this Agreement or the transactions contemplated hereby. The
parties irrevocably waive, to the fullest extent permitted by law, any objection
which they may now or hereafter have to the laying of venue of any suit, action
or proceeding arising out of or relating to this Agreement, or any judgment
entered by any court in respect hereof brought in New York County, New York, and
further irrevocably waive any claim that any suit, action or proceeding brought
in Federal or State Courts located in New York County, New York has been brought
in an inconvenient forum.

      7.6 SUCCESSORS AND ASSIGNS. This Agreement is personal to each of the
parties and may not be assigned without the written consent of the other
parties; provided, however, that any of the Purchasers shall be permitted to
assign their rights under this Agreement to any transferee of such Purchaser to
whom it assigns or transfers Securities, as provided in Section 1.3 hereof.

      7.7 SEVERABILITY. If any provision of this Agreement, or the application
thereof, shall for any reason or to any extent be invalid or unenforceable, the
remainder of this Agreement and application of such provision to other persons
or circumstances shall continue in full force and effect and in no way be
affected, impaired or invalidated.

      7.8 ENTIRE AGREEMENT. This Agreement and the other agreements and
instruments referenced herein constitute the entire understanding and agreement
of the parties with respect to the subject matter hereof and supersedes all
prior agreements and understandings.

      7.9 OTHER REMEDIES. Except as otherwise provided herein, any and all
remedies herein expressly conferred upon a party shall be deemed cumulative with
and not exclusive of any other remedy conferred hereby or by law, or in equity
on such party, and the exercise of any one remedy shall not preclude the
exercise of any other.

      7.10 AMENDMENT AND WAIVERS. Any term or provision of this Agreement may be
amended, and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or prospectively)
only by a writing signed by the Seller, the holders of at least a majority of
the outstanding Purchased Shares. The waiver by a party of any breach hereof or
default in the performance hereof shall not be deemed to constitute a waiver of
any other default or any succeeding breach or default.

      7.11 NO WAIVER. The failure of any party to enforce any of the provisions
hereof shall not be construed to be a waiver of the right of such party
thereafter to enforce such provisions.

      7.12 CONSTRUCTION OF AGREEMENT; KNOWLEDGE. For purposes of this Agreement,
the term "knowledge," when used in reference to a corporation means the
knowledge of the directors, officers and managers of such corporation assuming
such officers shall have made


                                       24
<PAGE>
inquiry that is customary and appropriate under the circumstances to which
reference is made, and when used in reference to an individual means the
knowledge of such individual assuming the individual shall have made inquiry
that is customary and appropriate under the circumstances to which reference is
made.

      7.13 COUNTERPARTS; FACSIMILE. This Agreement may be executed in any number
of counterparts, each of which shall be an original as against any party whose
signature appears thereon and all of which together shall constitute one and the
same instrument. This Agreement shall become binding when one or more
counterparts hereof, individually or taken together, shall bear the signatures
of all of the parties reflected hereon as signatories. In the event that any
signature is delivered by facsimile transmission, such signature shall create a
valid and binding obligation of the party executing (or on whose behalf such
signature is executed) with the same force and effect as if such facsimile
signature page were an original thereof.

      7.14 NO THIRD PARTY BENEFICIARY. Nothing expressed or implied in this
Agreement is intended, or shall be construed, to confer upon or give any person
other than the parties hereto and their respective heirs, personal
representatives, legal representatives, successors and permitted assigns, any
rights or remedies under or by reason of this Agreement.

                            [SIGNATURE PAGES FOLLOW:]


                                       25
<PAGE>
      IN WITNESS WHEREOF, the undersigned Purchasers and the Seller have caused
this Common Stock and Warrant Purchase Agreement to be duly executed as of the
date first above written.

                                    SELLER:

                                    SPECTRUM PHARMACEUTICALS, INC.

                                    By:   /s/ Rajesh C. Shrotriya
                                        --------------------------------------
                                          Rajesh C. Shrotriya, M.D.
                                          Chief Executive Officer
<PAGE>
                            OMNIBUS SIGNATURE PAGE TO
                         SPECTRUM PHARMACEUTICALS, INC.
                   COMMON STOCK AND WARRANT PURCHASE AGREEMENT

The undersigned hereby executes and delivers the Common Stock and Warrant
Purchase Agreement to which this signature page is attached, which, together
with all counterparts of the Agreement and signature pages of the other parties
named in said Agreement, shall constitute one and the same document in
accordance with the terms of the Agreement.


                              Print Name:    BayStar Capital II, L.P.
                                         -------------------------------
                              By:            /s/ Steve Derby
                                         -------------------------------
                              Name:          Steve Derby
                                         -------------------------------
                              Title:         Managing Member
                                         -------------------------------
                              Address:       c/o BayStar Capital Management, LLC
                                         -------------------------------
                                             xxxxxxxx
                                         -------------------------------
                                             xxxxxxxx
                                         -------------------------------
                              Telephone:     (XXX)XXX-XXXX
                                         -------------------------------
                              Facsimile:     (XXX)XXX-XXXX
                                         -------------------------------
                              SOC/EIN#:      XX-XXXXXXX
                                         -------------------------------

                              Number of Shares of Common Stock to be

                              Purchased      183,540
                                         -------------------------------




                              Series 2003-1 Warrants to be

                              Purchased        91,770
                                        --------------------------------



                              Aggregate Purchase Price  $   752,514
                                                         ---------------
<PAGE>
                            OMNIBUS SIGNATURE PAGE TO
                         SPECTRUM PHARMACEUTICALS, INC.
                   COMMON STOCK AND WARRANT PURCHASE AGREEMENT

The undersigned hereby executes and delivers the Common Stock and Warrant
Purchase Agreement to which this signature page is attached, which, together
with all counterparts of the Agreement and signature pages of the other parties
named in said Agreement, shall constitute one and the same document in
accordance with the terms of the Agreement.


                                    Print Name:    James T. Betts
                                               -------------------------------
                                    By:            /s/ James T. Betts
                                               -------------------------------
                                    Name:          James T. Betts
                                               -------------------------------
                                    Title:
                                               -------------------------------
                                    Address:       c/o Shipman & Goodwin LLP
                                               -------------------------------
                                                   xxxxxxxx
                                               -------------------------------
                                                   xxxxxxxx
                                               -------------------------------
                                    Telephone:     (XXX) XXX-XXXX
                                               -------------------------------
                                    Facsimile:     (XXX) XXX-XXXX
                                               -------------------------------
                                    SOC/EIN#:      XXX-XX-XXXX
                                               -------------------------------

                                    Number of Shares of Common Stock to be

                                    Purchased      25,000
                                               -------------------------------




                                    Series 2003-1 Warrants to be

                                    Purchased       12,500
                                               -------------------------------



                                    Aggregate Purchase Price  $   102,500
                                                               ---------------
<PAGE>
                            OMNIBUS SIGNATURE PAGE TO
                         SPECTRUM PHARMACEUTICALS, INC.
                   COMMON STOCK AND WARRANT PURCHASE AGREEMENT

The undersigned hereby executes and delivers the Common Stock and Warrant
Purchase Agreement to which this signature page is attached, which, together
with all counterparts of the Agreement and signature pages of the other parties
named in said Agreement, shall constitute one and the same document in
accordance with the terms of the Agreement.

                                    Print Name:    Shanta Chawla
                                               -------------------------------
                                    By:            /s/ Shanta Chawla
                                               -------------------------------
                                    Name:
                                               -------------------------------
                                    Title:
                                               -------------------------------

                                    Address:       XXXXXXXX
                                               -------------------------------
                                                   XXXXXXXX
                                               -------------------------------
                                    Telephone:     (XXX) XXX-XXXX
                                               -------------------------------
                                    Facsimile:     (XXX) XXX-XXXX
                                               -------------------------------
                                    SOC/EIN#:      XXX-XX-XXXX
                                               -------------------------------

                                    Number of Shares of Common Stock to be

                                    Purchased      12,500
                                               -------------------------------




                                    Series 2003-1 Warrants to be

                                    Purchased       6,250
                                              --------------------------------



                                    Aggregate Purchase Price  $  51,250
                                                               ---------------
<PAGE>
                            OMNIBUS SIGNATURE PAGE TO
                         SPECTRUM PHARMACEUTICALS, INC.
                   COMMON STOCK AND WARRANT PURCHASE AGREEMENT

The undersigned hereby executes and delivers the Common Stock and Warrant
Purchase Agreement to which this signature page is attached, which, together
with all counterparts of the Agreement and signature pages of the other parties
named in said Agreement, shall constitute one and the same document in
accordance with the terms of the Agreement.

                                    Print Name:    Cranshire Capital, L.P.
                                               ---------------------------------
                                    By:            /s/ Mitchell D. Kopin
                                               ---------------------------------
                                    Name:          Mitchell D. Kopin
                                               ---------------------------------
                                    Title:         President - Downsview Capital
                                               ---------------------------------

                                    Address:       XXXXXXXX
                                               ---------------------------------
                                                   XXXXXXXX


                                    Telephone:     (XXX) XXX-XXXX
                                               ---------------------------------
                                    Facsimile:     (XXX) XXX-XXXX
                                               ---------------------------------
                                    SOC/EIN#:      XX-XXXXXXX
                                               ---------------------------------

                                    Number of Shares of Common Stock to be

                                    Purchased      122,000
                                               ---------------------------------




                                    Series 2003-1 Warrants to be

                                    Purchased      61,000
                                               ---------------------------------



                                    Aggregate Purchase Price  $     500,200
                                                               -----------------
<PAGE>
                            OMNIBUS SIGNATURE PAGE TO
                         SPECTRUM PHARMACEUTICALS, INC.
                   COMMON STOCK AND WARRANT PURCHASE AGREEMENT

The undersigned hereby executes and delivers the Common Stock and Warrant
Purchase Agreement to which this signature page is attached, which, together
with all counterparts of the Agreement and signature pages of the other parties
named in said Agreement, shall constitute one and the same document in
accordance with the terms of the Agreement.

                                    Print Name:    Creative Investors Group, LLC
                                               ---------------------------------
                                    By:            /s/ Paresh Mital
                                               ---------------------------------
                                    Name:          Paresh Mital
                                               ---------------------------------
                                    Title:         Managing Member
                                               ---------------------------------
                                    Address:       XXXXXXX
                                               ---------------------------------
                                                   XXXXXXX
                                               ---------------------------------
                                    Telephone:     (XXX) XXX-XXXX
                                               ---------------------------------
                                    Facsimile:     (XXX) XXX-XXXX
                                               ---------------------------------
                                    SOC/EIN#:      XX-XXXXXXX
                                               ---------------------------------

                                    Number of Shares of Common Stock to be

                                    Purchased      25,000
                                               ---------------------------------




                                    Series 2003-1 Warrants to be

                                    Purchased       12,500
                                               ---------------------------------



                                    Aggregate Purchase Price  $     102,500
                                                               -----------------
<PAGE>
                            OMNIBUS SIGNATURE PAGE TO
                         SPECTRUM PHARMACEUTICALS, INC.
                   COMMON STOCK AND WARRANT PURCHASE AGREEMENT

The undersigned hereby executes and delivers the Common Stock and Warrant
Purchase Agreement to which this signature page is attached, which, together
with all counterparts of the Agreement and signature pages of the other parties
named in said Agreement, shall constitute one and the same document in
accordance with the terms of the Agreement.

                                    Print Name:    Ashok Y. Gore
                                               -------------------------------
                                    By:            /ss Ashok Y. Gore
                                               -------------------------------
                                    Name:
                                               -------------------------------
                                    Title:
                                               -------------------------------

                                    Address:       XXXXXXX
                                               -------------------------------
                                                   XXXXXXX
                                               -------------------------------
                                    Telephone:     (XXX) XXX-XXXX
                                               -------------------------------
                                    Facsimile:
                                               -------------------------------
                                    SOC/EIN#:      XXX-XX-XXXX
                                               -------------------------------

                                    Number of Shares of Common Stock to be

                                    Purchased      12,500
                                               -------------------------------




                                    Series 2003-1 Warrants to be

                                    Purchased        6,250
                                               -------------------------------



                                    Aggregate Purchase Price  $    51,250
                                                               ---------------
<PAGE>
                            OMNIBUS SIGNATURE PAGE TO
                         SPECTRUM PHARMACEUTICALS, INC.
                   COMMON STOCK AND WARRANT PURCHASE AGREEMENT

The undersigned hereby executes and delivers the Common Stock and Warrant
Purchase Agreement to which this signature page is attached, which, together
with all counterparts of the Agreement and signature pages of the other parties
named in said Agreement, shall constitute one and the same document in
accordance with the terms of the Agreement.

                                    Print Name:    North Sound Legacy Fund LLC
                                               ---------------------------------
                                    By:            /s/ Andrew Wilder
                                               ---------------------------------
                                    Name:          Andrew Wilder
                                               ---------------------------------
                                    Title:         Chief Financial Officer
                                               ---------------------------------

                                    Address:       c/o North Sound Capital LLC
                                               ---------------------------------
                                                   XXXXXXX
                                               ---------------------------------
                                                   XXXXXXX
                                               ---------------------------------
                                    Telephone:     (XXX) XXX-XXXX
                                               ---------------------------------
                                    Facsimile:     (XXX) XXX-XXXX
                                               ---------------------------------
                                    SOC/EIN#:      XX-XXXXXXX
                                               ---------------------------------

                                    Number of Shares of Common Stock to be

                                    Purchased      7,800
                                               ---------------------------------




                                    Series 2003-1 Warrants to be

                                    Purchased       3,900
                                               ---------------------------------



                                    Aggregate Purchase Price  $     31,980
                                                              ------------------
<PAGE>
                            OMNIBUS SIGNATURE PAGE TO
                         SPECTRUM PHARMACEUTICALS, INC.
                   COMMON STOCK AND WARRANT PURCHASE AGREEMENT

The undersigned hereby executes and delivers the Common Stock and Warrant
Purchase Agreement to which this signature page is attached, which, together
with all counterparts of the Agreement and signature pages of the other parties
named in said Agreement, shall constitute one and the same document in
accordance with the terms of the Agreement.

                            Print Name:    North Sound Legacy International Ltd.
                                       ---------------------------------
                            By:            /s/ Andrew Wilder
                                       ---------------------------------
                            Name:          Andrew Wilder
                                       ---------------------------------
                            Title:         Chief Financial Officer
                                       ---------------------------------

                            Address:       c/o North Sound Capital LLC
                                       ---------------------------------
                                           XXXXXX
                                       ---------------------------------
                                           XXXXXX
                                       ---------------------------------
                            Telephone:     (XXX) XXX-XXXX
                                       ---------------------------------
                            Facsimile:     (XXX) XXX-XXXX
                                       ---------------------------------
                            SOC/EIN#:      XX-XXXXXXX
                                       ---------------------------------

                            Number of Shares of Common Stock to be

                            Purchased      86,400
                                       -------------------------------



                            Series 2003-1 Warrants to be

                            Purchased      43,200
                                       ---------------------------------


                            Aggregate Purchase Price  $     354,240
                                                       -----------------
<PAGE>
                            OMNIBUS SIGNATURE PAGE TO
                         SPECTRUM PHARMACEUTICALS, INC.
                   COMMON STOCK AND WARRANT PURCHASE AGREEMENT

The undersigned hereby executes and delivers the Common Stock and Warrant
Purchase Agreement to which this signature page is attached, which, together
with all counterparts of the Agreement and signature pages of the other parties
named in said Agreement, shall constitute one and the same document in
accordance with the terms of the Agreement.

                          Print Name:  North Sound Legacy Institutional Fund LLC

                          By:              /s/ Andrew Wilder
                                       -------------------------------
                          Name:            Andrew Wilder
                                       -------------------------------
                          Title:           Chief Financial Officer
                                       -------------------------------
                          Address:         c/o North Sound Capital LLC
                                       -------------------------------
                                           XXXXXX
                                       -------------------------------
                                           XXXXXX
                                       -------------------------------
                          Telephone:       (XXX) XXX-XXXX
                                       -------------------------------
                          Facsimile:       (XXX) XXX-XXXX
                                       -------------------------------
                          SOC/EIN#:        XX-XXXXXXX
                                       -------------------------------

                          Number of Shares of Common Stock to be

                          Purchased        78,800
                                       -------------------------------




                          Series 2003-1 Warrants to be

                          Purchased        39,400
                                       -------------------------------



                          Aggregate Purchase Price  $     323,080
                                                     -----------------
<PAGE>
                            OMNIBUS SIGNATURE PAGE TO

                         SPECTRUM PHARMACEUTICALS, INC.

                   COMMON STOCK AND WARRANT PURCHASE AGREEMENT

The undersigned hereby executes and delivers the Common Stock and Warrant
Purchase Agreement to which this signature page is attached, which, together
with all counterparts of the Agreement and signature pages of the other parties
named in said Agreement, shall constitute one and the same document in
accordance with the terms of the Agreement.

                                    Print Name:    Omnicron Master Trust
                                               -------------------------------
                                    By:            /s Bruce Bernstein
                                               -------------------------------
                                    Name:          Bruce Bernstein
                                               -------------------------------
                                    Title:         Managing Member
                                               -------------------------------
                                    Address:       XXXXX
                                               -------------------------------
                                                   XXXXX
                                               -------------------------------
                                                   XXXXX
                                               -------------------------------
                                    Telephone:     (XXX) XXX-XXXX
                                               -------------------------------
                                    Facsimile:     (XXX) XXX-XXXX
                                               -------------------------------
                                    SOC/EIN#:      XX-XXXXXXX
                                               -------------------------------

                                    Number of Shares of Common Stock to be

                                    Purchased      122,000
                                               -------------------------------




                                    Series 2003-1 Warrants to be

                                    Purchased       61,000
                                               -------------------------------



                                    Aggregate Purchase Price  $    500,200
                                                               ---------------
<PAGE>
                            OMNIBUS SIGNATURE PAGE TO
                         SPECTRUM PHARMACEUTICALS, INC.
                   COMMON STOCK AND WARRANT PURCHASE AGREEMENT

The undersigned hereby executes and delivers the Common Stock and Warrant
Purchase Agreement to which this signature page is attached, which, together
with all counterparts of the Agreement and signature pages of the other parties
named in said Agreement, shall constitute one and the same document in
accordance with the terms of the Agreement.

                                    Print Name:    Hetal Patel
                                               -------------------------------
                                    By:            /s/ Hetal Patel
                                               -------------------------------
                                    Name:
                                               -------------------------------
                                    Title:
                                               -------------------------------
                                    Address:       XXXXX
                                               -------------------------------
                                                   XXXXX
                                               -------------------------------
                                                   XXXXX
                                               -------------------------------
                                    Telephone:     (XXX) XXX-XXXX
                                               -------------------------------
                                    Facsimile:     (XXX) XXX-XXXX
                                               -------------------------------
                                    SOC/EIN#:      XX-XXXXXXX
                                               -------------------------------

                                    Number of Shares of Common Stock to be

                                    Purchased      25,000
                                               -------------------------------




                                    Series 2003-1 Warrants to be

                                    Purchased       12,500
                                               -------------------------------



                                    Aggregate Purchase Price  $     102,500
                                                               -----------------
<PAGE>
                            OMNIBUS SIGNATURE PAGE TO
                         SPECTRUM PHARMACEUTICALS, INC.
                   COMMON STOCK AND WARRANT PURCHASE AGREEMENT

The undersigned hereby executes and delivers the Common Stock and Warrant
Purchase Agreement to which this signature page is attached, which, together
with all counterparts of the Agreement and signature pages of the other parties
named in said Agreement, shall constitute one and the same document in
accordance with the terms of the Agreement.


                                    Print Name:    Paul Scharfer
                                               -------------------------------
                                    By:            /s/ Paul Scharfer
                                               -------------------------------
                                    Name:
                                               -------------------------------
                                    Title:
                                               -------------------------------

                                    Address:       XXXXXXXXXX
                                               -------------------------------
                                                   XXXXXXXXXX
                                               -------------------------------
                                    Telephone:     (XXX) XXX-XXXX
                                               -------------------------------
                                    Facsimile:
                                               -------------------------------
                                    SOC/EIN#:      XX-XXXXXXX
                                               -------------------------------

                                    Number of Shares of Common Stock to be

                                    Purchased      36,500
                                               -------------------------------




                                    Series 2003-1 Warrants to be

                                    Purchased       18,250
                                               -------------------------------



                                    Aggregate Purchase Price  $    149,650
                                                               ---------------
<PAGE>

                                   SCHEDULE 1
                                       TO
                   COMMON STOCK AND WARRANT PURCHASE AGREEMENT
          PURCHASERS AND SHARES OF COMMON STOCK AND WARRANTS PURCHASED

<TABLE>
<CAPTION>
                                                             Shares of
                                                             Common Stock
                                                             Acquirable
                                          Shares of          under Series        Total
Name and Address of Purchaser             Common Stock       2003-1 Warrants     Purchase Price
-----------------------------             ------------       ---------------     --------------
<S>                                       <C>                <C>                 <C>
BayStar Capital II, L.P.                    183,540              91,770            $  752,514
XXXXX
XXXXX
Att'n:  XXX
Facsimile: XXX

James Betts                                  25,000              12,500            $  102,500
XXXXX
XXXXX
Att'n:  XXX
Facsimile: XXX

Shanta Chawla, M.D                           12,500               6,250            $   51,250
XXXXX
XXXXX

Cranshire Capital, LP                       122,000              61,000            $  500,200
XXXXX
XXXXX
Style  XXX
Facsimile: XXX

Creative Investors Group, LLC                25,000              12,500            $  102,500
XXXXX
XXXXX
Att'n: XXX

Ashok Gore, Ph.D                             12,500               6,250            $   51,250
XXXXX
XXXXX

North Sound Legacy Fund LLC                   7,800               3,900            $   31,980
XXXXX
XXXXX
Att'n:  XXX
Facsimile: XXX

North Sound Legacy Institutional             78,800              39,400            $  323,080
Fund LLC
XXXXX
XXXXX
Att'n:  XXX
Facsimile: XXX

North Sound Legacy International             86,400              43,200            $  354,240
Fund Ltd.
XXXXX
XXXXX
Att'n:  XXX
Facsimile: XXX
</TABLE>
<PAGE>
SCHEDULE 1 (CONT'D)

<TABLE>
<CAPTION>
                                                             Shares of
                                                             Common Stock
                                                             Acquirable
                                          Shares of          under Series        Total
Name and Address of Purchaser             Common Stock       2003-1 Warrants     Purchase Price
-----------------------------             ------------       ---------------     --------------
<S>                                       <C>                <C>                 <C>
Omnicron Capital, LP                        122,000              61,000            $  500,200
XXXXXXX
XXXXXXX
Attn:  XXXXXXX
Facsimile: XXXXXXX

Hetal Patel                                  25,000              12,500            $  102,500
XXXXXXX
XXXXXXX
Facsimile: XXXXXXX

Paul Scharfer                                36,500              18,250            $  149,600
XXXXXXX
XXXXXXX
Facsimile: XXXXXXX
                                            -------             -------            ----------
      Total                                 737,040             368,520            $3,021,864
                                            =======             =======            ==========
</TABLE>


</TEXT>
</DOCUMENT>
