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<SEC-DOCUMENT>0000890163-07-000606.txt : 20071003
<SEC-HEADER>0000890163-07-000606.hdr.sgml : 20071003
<ACCEPTANCE-DATETIME>20071003171417
ACCESSION NUMBER:		0000890163-07-000606
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20070927
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20071003
DATE AS OF CHANGE:		20071003

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PIPEX PHARMACEUTICALS, INC.
		CENTRAL INDEX KEY:			0000894158
		STANDARD INDUSTRIAL CLASSIFICATION:	PHARMACEUTICAL PREPARATIONS [2834]
		IRS NUMBER:				133808303
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-12584
		FILM NUMBER:		071154498

	BUSINESS ADDRESS:	
		STREET 1:		3985 RESEARCH PARK DRIVE
		CITY:			ANN ARBOR
		STATE:			MI
		ZIP:			48108
		BUSINESS PHONE:		734-332-7800

	MAIL ADDRESS:	
		STREET 1:		3985 RESEARCH PARK DRIVE
		CITY:			ANN ARBOR
		STATE:			MI
		ZIP:			48108

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SHEFFIELD PHARMACEUTICALS INC
		DATE OF NAME CHANGE:	19970730

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SHEFFIELD MEDICAL TECHNOLOGIES INC
		DATE OF NAME CHANGE:	19940606
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>s11-7783_8k.htm
<DESCRIPTION>FORM 8-K
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<p style=' margin-bottom:0pt; margin-top:11.25pt;text-align:center;'><b><font SIZE=5>UNITED STATES</font></b></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:center;'><b><font SIZE=5>SECURITIES AND EXCHANGE COMMISSION</font></b></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:center;'><b><font SIZE=2>WASHINGTON, D.C. 20549</font></b></p>

<p style=' margin-bottom:0pt; margin-top:11.25pt;text-align:center;'><b><font SIZE=5>FORM 8-K</font></b></p>

<p style=' margin-bottom:0pt; margin-top:11.25pt;text-align:center;'><b><font SIZE=2>CURRENT REPORT</font></b></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:center;'><b><font SIZE=2>PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934</font></b></p>

<p style=' margin-bottom:0pt; margin-top:11.25pt;text-align:center;'><font size=2>Date of Report (Date of earliest event reported): September 27, 2007</font></p>

<p style=' margin-bottom:0pt; margin-top:11.25pt;text-align:center;'><font size=2>Pipex Pharmaceuticals, Inc.</font></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:center;'><font size=2>(Exact name of registrant as specified in its charter)</font></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:left;'><font size=2>&nbsp;</font></p>


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            <p style='margin-left:3.0pt;text-indent:-3.0pt;text-align:center;margin-top:0in;margin-bottom:0in'><font size=2>Delaware</font></p>
<p style='margin-left:3.0pt;text-indent:-3.0pt;text-align:center;margin-top:0in;margin-bottom:0in'><font size=2>(State or other jurisdiction of</font></p>
<p style='margin-left:3.0pt;text-indent:-3.0pt;text-align:center;margin-top:0in;margin-bottom:0in'><font size=2>incorporation)</font></p> </td>
        <td width="29%" valign=top style=' height:39.2pt'>
            <p style='margin-left:.75pt;text-indent:0pt;text-align:center;margin-top:0in;margin-bottom:0in'><font size=2>01-12584</font></p>
<p style='margin-left:.75pt;text-indent:0pt;text-align:center;margin-top:0in;margin-bottom:0in'><font size=2>(Commission</font></p>
<p style='margin-left:.75pt;text-indent:0pt;text-align:center;margin-top:0in;margin-bottom:0in'><font size=2>File Number)</font></p> </td>
        <td width="41%" style='height:39.2pt'>
            <p style='margin-left:.75pt;text-indent:0pt;text-align:center;margin-top:0in;margin-bottom:0in'><font size=2>13-3808303</font><br> <font size=2>(IRS Employer</font></p>
<p style='margin-left:.75pt;text-indent:0pt;text-align:center;margin-top:0in;margin-bottom:0in'><font size=2>Identification Number)</font></p> </td> </tr></table>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:center;'><font size=2>&nbsp;</font></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:center;'><font size=2>3930 Varsity Drive</font></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:center;'><font size=2>Ann Arbor, MI 48108</font></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:center;'><b><font size=2>(Address of principal executive offices) (Zip Code)</font></b></p>

<p style=' margin-bottom:0pt; margin-top:11.25pt;text-align:center;'><font size=2>(734) 332-7800</font></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:center;'><b><font size=2>(Registrant's telephone number, including area code)</font></b></p>

<p style=' margin-bottom:0pt; margin-top:11.25pt;text-align:left;'><font size=2>Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:</font></p>

<p style=' margin-bottom:0pt; margin-top:11.25pt;text-align:left;'><font size=2>&nbsp;</font></p>


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            <p style='margin-left:5.75pt;text-indent:0pt;text-align:left;margin-top:0in;margin-bottom:6.0pt'><font size=2>|_|</font></p> </td>
        <td width="94%" valign=top style=' height:13.9pt'>
            <p style='margin-left:5.75pt;text-indent:0pt;text-align:left;margin-top:0in;margin-bottom:6.0pt'><font size=2>Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)</font></p> </td> </tr>
    <tr style='height:13.15pt'>
        <td width="5%" valign=top style=' height:13.15pt'>
            <p style='margin-left:5.75pt;text-indent:0pt;text-align:left;margin-top:0in;margin-bottom:6.0pt'><font size=2>|_|</font></p> </td>
        <td width="94%" valign=top style=' height:13.15pt'>
            <p style='margin-left:5.75pt;text-indent:0pt;text-align:left;margin-top:0in;margin-bottom:6.0pt'><font size=2>Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)</font></p> </td> </tr>
    <tr style='height:27.8pt'>
        <td width="5%" valign=top style=' height:27.8pt'>
            <p style='margin-left:5.75pt;text-indent:0pt;text-align:left;margin-top:0in;margin-bottom:6.0pt'><font size=2>|_|</font></p> </td>
        <td width="94%" valign=top style=' height:27.8pt'>
            <p style='margin-left:5.75pt;text-indent:0pt;text-align:left;margin-top:0in;margin-bottom:6.0pt'><font size=2>Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act </font><br> <font size=2>(17 CFR 240.14d-2(b))</font></p> </td> </tr>
    <tr style='height:27.05pt'>
        <td width="5%" valign=top style=' height:27.05pt'>
            <p style='margin-left:5.75pt;text-indent:0pt;text-align:left;margin-top:0in;margin-bottom:6.0pt'><font size=2>|_|</font></p> </td>
        <td width="94%" valign=top style=' height:27.05pt'>
            <p style='margin-left:5.75pt;text-indent:0pt;text-align:left;margin-top:0in;margin-bottom:6.0pt'><font size=2>Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act </font><br> <font size=2>(17 CFR 240.13e-4(c))</font></p> </td> </tr></table>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:left;'><font size=2>&nbsp;</font></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:left;'><font size=2>&nbsp;</font></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:left;'><font size=2>&nbsp;</font></p>


<p style=' margin-bottom:0pt; margin-top:0pt;text-align:left;'><font size=2>&nbsp;</font></p>
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<p style=' margin-bottom:0pt; margin-top:0pt;text-align:left;'><font size=2>&nbsp;</font></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:left;'><font size=2>&nbsp;</font></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:left;'><font size=2>&nbsp;</font></p>


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            <p style='margin-left:0pt;text-indent:0pt;text-align:left;margin-top:0pt;margin-bottom:12.0pt'><b><font size=2>Item 1.01 </font></b></p> </td>
        <td width="82%" valign=top style='padding:0in 5.4pt 0in 5.4pt'>
            <p style='margin-left:0pt;text-indent:0pt;text-align:left;margin-top:0pt;margin-bottom:12.0pt'><b><font size=2>Entry into a Material Definitive Agreement.</font></b></p> </td> </tr></table>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:left;'><font size=2>&nbsp;</font></p>


<p style=' margin-bottom:12pt; margin-top:0pt;text-align:left;'><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On September 27, 2007, the Registrant entered into a business loan agreement and a promissory note with the Bank of Ann Arbor pursuant to which the Registrant borrowed $500,000 at an initial interest rate of 9.75% per annum. This interest rate is two percentage points over the Bank of Ann Arbor&#146;s current Lenders Prime Rate, which may change from time to time, thereby changing the interest rate. The interest rate may not be less than 4.75% per annum or more than the maximum rate allowed by applicable law. This loan, along with accrued interest, is to be repaid by the Registrant monthly over the next 30 months.  </font></p>

<p style=' margin-bottom:12pt; margin-top:0pt; text-indent:0.54in;text-align:left;'><font size=2>The loan is secured by all of the Registrant&#146;s assets and the common stock shares of three of the Registrant&#146;s subsidiaries, including all income and proceeds from such shares. </font></p>

<p style=' margin-bottom:12pt; margin-top:0pt; text-indent:0.54in;text-align:left;'><font size=2>There are no material relationships between the Registrant or its affiliates and the Bank of Ann Arbor other than a previous loan of $600,000 entered into by the Registrant with the Bank of Ann Arbor on March 30, 2007 of which $500,000 remains outstanding, and a checking and savings account that the Registrant maintains with the bank.</font></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:left;'><font size=2>&nbsp;</font></p>


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            <p style='margin-left:0pt;text-indent:0pt;text-align:left;margin-top:0pt;margin-bottom:0pt'><b><font size=2>Item 9.01</font></b></p> </td>
        <td width="82%" valign=top >
            <p style='margin-left:5.4pt;text-indent:0pt;text-align:left;margin-top:0pt;margin-bottom:0pt'><b><font size=2>Financial Statements and Exhibits</font></b></p>
<p style='margin-left:5.4pt;text-indent:0pt;text-align:left;margin-top:0pt;margin-bottom:0pt'><font size=1>&nbsp;</font></p> </td> </tr>
    <tr >
        <td width="17%" valign=top >
            <p style='margin-left:5.4pt;text-indent:0pt;text-align:left;margin-top:0pt;margin-bottom:0pt'><font size=2>(d)</font></p> </td>
        <td width="82%" valign=top >
            <p style='margin-left:5.4pt;text-indent:0pt;text-align:left;margin-top:0pt;margin-bottom:0pt'><font size=2>Exhibits</font></p>
<p style='margin-left:5.4pt;text-indent:0pt;text-align:left;margin-top:0pt;margin-bottom:0pt'><font size=1>&nbsp;</font></p> </td> </tr>
    <tr >
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            <p style='margin-left:5.4pt;text-indent:0pt;text-align:left;margin-top:0pt;margin-bottom:0pt'><u><font size=2>Exhibit No.</font></u><u></u></p> </td>
        <td width="82%" valign=top >
            <p style='margin-left:5.4pt;text-indent:0pt;text-align:left;margin-top:0pt;margin-bottom:0pt'><u><font size=2>Description</font></u></p>
<p style='margin-left:5.4pt;text-indent:0pt;text-align:left;margin-top:0pt;margin-bottom:0pt'><font size=1>&nbsp;</font></p> </td> </tr>
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            <p style='margin-left:5.75pt;text-indent:0pt;text-align:left;margin-top:0in;margin-bottom:12.0pt'><font size=2>4.1</font></p> </td>
        <td width="82%" valign=top >
            <p style='margin-left:5.75pt;text-indent:0pt;text-align:left;margin-top:0in;margin-bottom:12.0pt'><font size=2>Promissory Note dated September 27, 2007</font></p> </td> </tr>
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            <p style='margin-left:5.75pt;text-indent:0pt;text-align:left;margin-top:0in;margin-bottom:12.0pt'><font size=2>10.1</font></p> </td>
        <td width="82%" valign=top >
            <p style='margin-left:5.75pt;text-indent:0pt;text-align:left;margin-top:0in;margin-bottom:12.0pt'><font size=2>Business Loan Agreement dated September 27, 2007</font></p> </td> </tr>
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            <p style='margin-left:5.75pt;text-indent:0pt;text-align:left;margin-top:0in;margin-bottom:12.0pt'><font size=2>99.1</font></p> </td>
        <td width="82%" valign=top >
            <p style='margin-left:5.75pt;text-indent:0pt;text-align:left;margin-top:0in;margin-bottom:12.0pt'><font size=2>Press Release</font></p> </td> </tr></table>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:left;'><font size=2>&nbsp;</font></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:left;'><font size=2>&nbsp;</font></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:left;'><font size=2>&nbsp;</font></p>
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<p style=' margin-bottom:0pt; margin-top:0pt;text-align:left;'><font size=2>&nbsp;</font></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:left;'><font size=2>&nbsp;</font></p>

<p style=' margin-bottom:12pt; margin-top:6pt;text-align:center;'><font SIZE=2>SIGNATURE</font></p>

<p style=' margin-bottom:12pt; margin-top:0pt; text-indent:0.5in;text-align:left;'><font size=2>Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.</font></p>


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            <p style='margin-left:0pt;text-indent:0pt;text-align:left;margin-top:0pt;margin-bottom:12.0pt'><font SIZE=2>PIPEX PHARMACEUTICALS, INC.</font></p> </td> </tr>
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            <p style='margin-left:0pt;text-indent:0pt;text-align:left;margin-top:0pt;margin-bottom:12.0pt'><font size=1>&nbsp;</font></p> </td>
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            <p style='margin-left:0pt;text-indent:0pt;text-align:left;margin-top:0pt;margin-bottom:0pt'><font size=1>&nbsp;</font></p> </td> </tr>
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            <p style='margin-left:0pt;text-indent:0pt;text-align:left;margin-top:0pt;margin-bottom:12.0pt'><font size=2>Dated: October 3, 2007</font></p> </td>
        <td width="50%" valign=top style='padding:0in 5.4pt 0in 5.4pt'>
            <p style='margin-left:0pt;text-indent:0pt;text-align:left;margin-top:0pt;margin-bottom:0pt'><font size=2>By:  </font><u><font size=2>/s/ Steve H. Kanzer </font></u>                                           <font size=2>&nbsp;</font></p>
<p style='margin-left:0pt;text-indent:0pt;text-align:left;margin-top:0pt;margin-bottom:0pt'><font size=2>Steve H. Kanzer</font></p>
<p style='margin-left:0pt;text-indent:0pt;text-align:left;margin-top:0pt;margin-bottom:0pt'><font size=2>Chairman and Chief Executive Officer</font></p> </td> </tr>
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            <p style='margin-left:0pt;text-indent:0pt;text-align:left;margin-top:0pt;margin-bottom:12.0pt'><font size=1>&nbsp;</font></p> </td>
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            <p style='margin-left:0pt;text-indent:0pt;text-align:left;margin-top:0pt;margin-bottom:12.0pt'><font size=1>&nbsp;</font></p> </td> </tr>
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            <p style='margin-left:0pt;text-indent:0pt;text-align:left;margin-top:0pt;margin-bottom:12.0pt'><font size=1>&nbsp;</font></p> </td>
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            <p style='margin-left:0pt;text-indent:0pt;text-align:left;margin-top:0pt;margin-bottom:12.0pt'><font size=1>&nbsp;</font></p> </td> </tr></table>

<p style=' margin-bottom:12pt; margin-top:0pt;text-align:left;'><font size=1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</font></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:left;'><font size=2>&nbsp;</font></p>

<p style=' margin-bottom:0pt; margin-top:0pt; margin-left:2.5in; text-indent:0.5in;text-align:left;'><font size=2>        </font></p>

<p style=' margin-bottom:0pt; margin-top:0pt; margin-left:2.5in; text-indent:0.5in;text-align:left;'><font size=2>&nbsp;</font></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:left;'><font size=2>&nbsp;</font></p>

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<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>s11-7783_ex41.txt
<DESCRIPTION>EXHIBIT 4.1
<TEXT>
                                                                     Exhibit 4.1

                                PROMISSORY NOTE

<TABLE>
<CAPTION>
======================= ================ ============== =============== ================= =================== ========= ===========
<S>                     <C>              <C>            <C>             <C>               <C>                 <C>       <C>
        Principal           Loan Date       Maturity        Loan No         Call / Coll          Account       Officer    Initials
       $500,000.00         09-27-2007      03-30-2010        200744             07               123186          029
======================= ================ ============== =============== ================= =================== ========= ===========

====================================================================================================================================
References in the boxes above are for Lender's use only and do not limit the
applicability of this document to any particular loan or item. Any item above
containing "***" has been omitted due to text length limitations.
====================================================================================================================================
</TABLE>

Borrower:   PIPEX PHARMACEUTICALS, INC. (TIN:     Lender:  Bank of Ann Arbor
            13-3808303)                                    Main Office
            3985 Research Park Dr.                         125 S. Fifth Avenue
            Ann Arbor, MI 48108                            Ann Arbor, MI 48104
                                                           (734) 662-1600

Principal Amount:               Initial Rate:                    Date of Note:
   $500,000.00                      9.750%                    September 27, 2007

PROMISE TO PAY. PIPEX PHARMACEUTICALS, INC. ("Borrower") promises to pay to Bank
of Ann Arbor  ("Lender"),  or order,  in lawful  money of the  United  States of
America,  the  principal  amount  of Five  Hundred  Thousand  &  00/100  Dollars
($500,000.00),  together  with  interest on the unpaid  principal  balance  from
September 27, 2007, until paid in full.

PAYMENT.  Subject to any payment  changes  resulting  from changes in the Index,
Borrower will pay this loan in 29 principal  payments of $16,667.00 each and one
final principal and interest  payment of $16,792.34.  Borrower's first principal
payment is due October 30, 2007, and all subsequent  principal  payments are due
on the same day of each month after that. In addition, Borrower will pay regular
monthly  payments of all accrued  unpaid  interest due as of each payment  date,
beginning  October 30, 2007, with all subsequent  interest payments to be due on
the same day of each month after that.  Borrower's  final  payment due March 30,
2010,  will be for all principal and all accrued  interest not yet paid.  Unless
otherwise  agreed or required by applicable law,  payments will be applied first
to any accrued unpaid interest; then to principal; then to any unpaid collection
costs;  and then to any late charges.  The annual interest rate for this Note is
computed  on a 365/360  basis;  that is,  by  applying  the ratio of the  annual
interest rate over a year of 360 days,  multiplied by the outstanding  principal
balance,  multiplied  by the  actual  number of days the  principal  balance  is
outstanding. Borrower will pay Lender at Lender's address shown above or at such
other place as Lender may designate in writing.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time  based on  changes in an index  which is  Lender's  Prime Rate (the
"Index").  This is the rate Lender charges, or would charge, on 90-day unsecured
loans to the most creditworthy corporate customers.  This rate may or may not be
the lowest  rate  available  from  Lender at any given  time.  Lender  will tell
Borrower the current  Index rate upon  Borrower's  request.  The  interest  rate
change will not occur more often than each Day. Borrower understands that Lender
may make loans based on other rates as well.  The Index  currently is 7.750% per
annum.  The interest rate to be applied to the unpaid  principal  balance during
this Note will be at a rate of 2.000 percentage points over the Index,  adjusted
if  necessary  for any minimum and maximum  rate  limitations  described  below,
resulting in an initial rate of 9.750% per annum. NOTICE: Under no circumstances
will the  interest  rate on this Note be less than 4.750% per annum or more than
the maximum rate allowed by applicable law.

PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed
earlier than it is due. Early  payments will not,  unless agreed to by Lender in
writing,  relieve Borrower of Borrower's obligation to continue to make payments
under the payment  schedule.  Rather,  early  payments will reduce the principal
balance due and may result in Borrower's making fewer payments.  Borrower agrees
not to send  Lender  payments  marked  "paid in full",  "without  recourse",  or
similar language. If Borrower sends such a payment, Lender may accept it without
losing any of  Lender's  rights  under  this  Note,  and  Borrower  will  remain
obligated to pay any further amount owed to Lender.  All written  communications
concerning  disputed  amounts,  including any check or other payment  instrument
that indicates that the payment constitutes "payment in full" of the amount owed
or that is tendered with other conditions or limitations or as full satisfaction
of a disputed  amount must be mailed or delivered to: Bank of Ann Arbor,  125 S.
Fifth Avenue Ann Arbor, MI 48104.

LATE  CHARGE.  If a payment  is 10 days or more late,  Borrower  will be charged
3.000% of the  unpaid  portion  of the  regularly  scheduled  payment or $25.00,
whichever is greater.

INTEREST  AFTER  DEFAULT.  Upon  default,  including  failure  to pay upon final
maturity,  the  interest  rate on this Note shall be increased by adding a 3.000
percentage point margin  ("Default Rate Margin").  The Default Rate Margin shall
also apply to each  succeeding  interest rate change that would have applied had
there been no default.  However,  in no event will the interest  rate exceed the
maximum interest rate limitations under applicable law.

DEFAULT.  Each of the following shall  constitute an event of default ("Event of
Default") under this Note:

     Payment  Default.  Borrower  fails to make any payment  when due under this
     Note.

     Other Defaults. Borrower fails to comply with or to perform any other term,
     obligation,  covenant or condition  contained in this Note or in any of the
     related  documents  or to comply with or to perform  any term,  obligation,
     covenant or condition  contained in any other agreement  between Lender and
     Borrower.

     Default in Favor of Third Parties.  Borrower or any Grantor  defaults under
     any loan,  extension  of  credit,  security  agreement,  purchase  or sales
     agreement, or any other agreement, in favor of any other creditor or person
     that may materially affect any of Borrower's property or Borrower's ability
     to repay this Note or perform Borrower's obligations under this Note or any
     of the related documents.

     False  Statements.  Any  warranty,  representation  or  statement  made  or
     furnished to Lender by Borrower or on Borrower's  behalf under this Note or
     the related  documents  is false or  misleading  in any  material  respect,
     either now or at the time made or furnished or becomes  false or misleading
     at any time thereafter.

     Insolvency. The dissolution or termination of Borrower's existence as a
     going business, the insolvency of Borrower, the appointment of a receiver
     for any part of Borrower's property, any assignment for the benefit of
     creditors, any type of creditor workout, or the commencement of any
     proceeding under any bankruptcy or insolvency laws by or against Borrower.

     Creditor  or  Forfeiture   Proceedings.   Commencement  of  foreclosure  or
     forfeiture   proceedings,   whether  by  judicial  proceeding,   self-help,
     repossession  or any other  method,  by any  creditor of Borrower or by any
     governmental agency against any collateral securing the loan. This includes
     a garnishment of any of Borrower's  accounts,  including  deposit accounts,
     with Lender.  However,  this Event of Default shall not apply if there is a
     good faith dispute by Borrower as to the validity or  reasonableness of the
     claim which is the basis of the creditor or  forfeiture  proceeding  and if
     Borrower  gives  Lender  written  notice  of  the  creditor  or  forfeiture
     proceeding  and  deposits  with  Lender  monies  or a  surety  bond for the
     creditor or forfeiture  proceeding,  in an amount  determined by Lender, in
     its sole discretion, as being an adequate reserve or bond for the dispute.

     Events Affecting Guarantor. Any of the preceding events occurs with respect
     to any  Guarantor  of any of the  indebtedness  or any  Guarantor  dies  or
     becomes  incompetent,  or revokes or disputes the validity of, or liability
     under,  any guaranty of the  indebtedness  evidenced  by this Note.  In the
     event of a death, Lender, at its option, may, but shall not be required to,
     permit the  Guarantor's  estate to assume  unconditionally  the obligations
     arising  under the  guaranty in a manner  satisfactory  to Lender,  and, in
     doing so, cure any Event of Default.

     Change In Ownership.  Any change in ownership of twenty-five  percent (25%)
     or more of the common stock of Borrower.

     Adverse Change.  A material  adverse change occurs in Borrower's  financial
     condition,  or Lender  believes the prospect of payment or  performance  of
     this Note is impaired.

     Insecurity. Lender in good faith believes itself insecure.

     Cure Provisions. If any default, other than a default in payment is curable
     and if  Borrower  has not  been  given a  notice  of a  breach  of the same
     provision of this Note within the preceding  twelve (12) months,  it may be
     cured if Borrower,  after  receiving  written notice from Lender  demanding
     cure of such default: (1) cures the default within ten (10) days; or (2) if
     the cure  requires  more than ten (10) days,  immediately  initiates  steps
     which Lender deems in Lender's sole discretion to be sufficient to cure the
     default and thereafter continues and completes all reasonable and necessary
     steps sufficient to produce compliance as soon as reasonably practical.

LENDER'S  RIGHTS.  Upon default,  Lender may declare the entire unpaid principal
balance under this Note and all accrued  unpaid  interest  immediately  due, and
then Borrower will pay that amount.

ATTORNEYS' FEES;  EXPENSES.  Lender may hire or pay someone else to help collect
this Note if Borrower does not pay.  Borrower will pay Lender that amount.  This
includes,  subject to any  limits  under  applicable  law,  Lender's  reasonable
attorneys'  fees and Lender's legal expenses  whether or not there is a lawsuit,
including  reasonable  attorneys'  fees and expenses for bankruptcy  proceedings
(including  efforts to modify or vacate any automatic stay or  injunction),  and
appeals.  If not prohibited by applicable law,  Borrower also will pay any court
costs, in addition to all other sums provided by law.

JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any
action, proceeding, or counterclaim brought by either Lender or Borrower against
the other.

<PAGE>

                                 PROMISSORY NOTE
Loan No: 200744                    (Continued)                            Page 2
================================================================================


GOVERNING  LAW.  This Note will be governed by federal law  applicable to Lender
and,  to the  extent not  preempted  by  federal  law,  the laws of the State of
Michigan  without regard to its conflicts of law provisions.  This Note has been
accepted by Lender in the State of Michigan.

CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to
submit to the jurisdiction of the courts of Washtenaw County, State of Michigan.

RIGHT OF SETOFF.  To the extent  permitted by applicable  law, Lender reserves a
right of  setoff in all  Borrower's  accounts  with  Lender  (whether  checking,
savings,  or some other  account).  This  includes all accounts  Borrower  holds
jointly  with  someone  else and all  accounts  Borrower may open in the future.
However,  this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower  authorizes Lender, to the
extent  permitted by  applicable  law, to charge or setoff all sums owing on the
indebtedness  against any and all such  accounts,  and, at Lender's  option,  to
administratively  freeze all such  accounts to allow Lender to protect  Lender's
charge and setoff rights provided in this paragraph.

COLLATERAL.  Borrower acknowledges this Note is secured by a Commercial Security
Agreement,  three Commercial Pledge  Agreements,  four Commecial  Guaranties all
dated March 30, 2007 and a Business Loan Agreement dated an even date herewith.

SUCCESSOR INTERESTS.  The terms of this Note shall be binding upon Borrower, and
upon Borrower's heirs,  personal  representatives,  successors and assigns,  and
shall inure to the benefit of Lender and its successors and assigns.

NOTIFY US OF INACCURATE  INFORMATION WE REPORT TO CONSUMER  REPORTING  AGENCIES.
Please notify us if we report any inaccurate  information  about your account(s)
to a consumer  reporting  agency.  Your written  notice  describing the specific
inaccuracy(ies) should be sent to us at the following address: Bank of Ann Arbor
125 S. Fifth Avenue Ann Arbor, MI 48104.

GENERAL PROVISIONS.  If any part of this Note cannot be enforced, this fact will
not affect the rest of the Note.  Lender may delay or forgo enforcing any of its
rights or remedies under this Note without  losing them.  Borrower and any other
person who signs,  guarantees or endorses  this Note,  to the extent  allowed by
law, waive  presentment,  demand for payment,  and notice of dishonor.  Upon any
change in the terms of this  Note,  and  unless  otherwise  expressly  stated in
writing,   no  party  who  signs  this  Note,   whether  as  maker,   guarantor,
accommodation  maker or endorser,  shall be released  from  liability.  All such
parties agree that Lender may renew or extend  (repeatedly and for any length of
time) this loan or release any party or guarantor or collateral; or impair, fail
to realize upon or perfect  Lender's  security  interest in the collateral;  and
take any other  action  deemed  necessary  by Lender  without  the consent of or
notice to anyone.  All such  parties also agree that Lender may modify this loan
without  the  consent of or notice to anyone  other than the party with whom the
modification is made. The obligations under this Note are joint and several.

PRIOR TO SIGNING THIS NOTE,  BORROWER READ AND  UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE,  INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.  BORROWER AGREES TO
THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

BORROWER:

PIPEX PHARMACEUTICALS, INC.

By: /s/ STEVE KANZER
    ----------------------------
     STEVE KANZER, CEO of PIPEX
     PHARMACEUTICALS, INC.

<PAGE>

                     DISBURSEMENT REQUEST AND AUTHORIZATION

<TABLE>
<CAPTION>
======================= ================ ============== =============== ================= =================== ========= ===========
<S>                     <C>              <C>            <C>             <C>               <C>                 <C>       <C>
        Principal           Loan Date       Maturity        Loan No         Call / Coll          Account       Officer    Initials
       $500,000.00         09-27-2007      03-30-2010        200744             07               123186          029
======================= ================ ============== =============== ================= =================== ========= ===========

====================================================================================================================================
References in the boxes above are for Lender's use only and do not limit the
applicability of this document to any particular loan or item. Any item above
containing "***" has been omitted due to text length limitations.
====================================================================================================================================
</TABLE>

Borrower:   PIPEX PHARMACEUTICALS, INC. (TIN:     Lender:  Bank of Ann Arbor
            13-3808303)                                    Main Office
            3985 Research Park Dr.                         125 S. Fifth Avenue
            Ann Arbor, MI 48108                            Ann Arbor, MI 48104
                                                           (734) 662-1600

================================================================================

LOAN TYPE.  This is a Variable Rate  Nondisclosable  Loan to a  Corporation  for
$500,000.00  due on March 30, 2010.  The reference rate (Bank of Ann Arbor Prime
Rate,  with an interest rate floor of 4.750%  currently  7.750%) is added to the
margin of 2.000%, resulting in an initial rate of 9.750.

PRIMARY PURPOSE OF LOAN. The primary purpose of this loan is for:

           [   ] Personal, Family, or Household Purposes or Personal Investment.

           [ X ] Business (Including Real Estate Investment).

SPECIFIC  PURPOSE.  The specific  purpose of this loan is: to finance  equipment
purchases & leasehold improvements.

DISBURSEMENT  INSTRUCTIONS.  Borrower  understands that no loan proceeds will be
disbursed  until  all of  Lender's  conditions  for  making  the loan  have been
satisfied. Please disburse the loan proceeds of $500,000.00 as follows:

                 Amount paid to Borrower directly:                   $500,000.00
                 $500,000.00 Deposited to Checking Account # 600000228
                                                                     -----------

                 Note Principal:                                     $500,000.00

CHARGES  PAID IN CASH.  Borrower  has paid or will pay in cash,  as agreed,  the
following  charges and, if applicable,  authorize Lender to pay such fees to the
appropriate third parties:

                 Prepaid Finance Charges Paid in Cash:                     $0.00

                 Other Charges Paid in Cash:                           $7,500.00
                   $7,500.00 Loan Fee -Bank of Ann Arbor
                                                                     -----------

                 Total Charges Paid in Cash:                           $7,500.00

AUTOMATIC  PAYMENTS.  Borrower hereby authorizes Lender  automatically to deduct
from Borrower's Demand Deposit -Checking account, numbered 600000228, the amount
of any loan payment.  If the funds in the account are  insufficient to cover any
payment, Lender shall not be obligated to advance funds to cover the payment. At
any time and for any  reason,  Borrower  or  Lender  may  voluntarily  terminate
Automatic Payments.

FINANCIAL  CONDITION.  BY SIGNING THIS  AUTHORIZATION,  BORROWER  REPRESENTS AND
WARRANTS TO LENDER THAT THE  INFORMATION  PROVIDED ABOVE IS TRUE AND CORRECT AND
THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER'S FINANCIAL CONDITION
AS DISCLOSED  IN  BORROWER'S  MOST RECENT  FINANCIAL  STATEMENT TO LENDER.  THIS
AUTHORIZATION IS DATED SEPTEMBER 27, 2007.

BORROWER:

PIPEX PHARMACEUTICALS, INC.

By: /s/ STEVE KANZER
    ----------------------------
     STEVE KANZER, CEO of PIPEX
     PHARMACEUTICALS, INC.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>s11-7783_ex101.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
                                                                    Exhibit 10.1

                            BUSINESS LOAN AGREEMENT

<TABLE>
<CAPTION>
======================= ================ ============== =============== ================= =================== ========= ===========
<S>                     <C>              <C>            <C>             <C>               <C>                 <C>       <C>
        Principal           Loan Date       Maturity        Loan No         Call / Coll          Account       Officer    Initials
       $500,000.00         09-27-2007      03-30-2010        200744             07               123186          029
======================= ================ ============== =============== ================= =================== ========= ===========

====================================================================================================================================
References in the boxes above are for Lender's use only and do not limit the
applicability of this document to any particular loan or item. Any item above
containing "***" has been omitted due to text length limitations.
====================================================================================================================================
</TABLE>

Borrower:   PIPEX PHARMACEUTICALS, INC. (TIN:     Lender:  Bank of Ann Arbor
            13-3808303)                                    Main Office
            3985 Research Park Dr.                         125 S. Fifth Avenue
            Ann Arbor, MI 48108                            Ann Arbor, MI 48104
                                                           (734) 662-1600

THIS BUSINESS LOAN AGREEMENT dated September 27, 2007, is made and executed
between PIPEX PHARMACEUTICALS, INC. ("Borrower") and Bank of Ann Arbor
("Lender") on the following terms and conditions. Borrower has received prior
commercial loans from Lender or has applied to Lender for a commercial loan or
loans or other financial accommodations, including those which may be described
on any exhibit or schedule attached to this Agreement ("Loan"). Borrower
understands and agrees that: (A) in granting, renewing, or extending any Loan,
Lender is relying upon Borrower's representations, warranties, and agreements as
set forth in this Agreement; (B) the granting, renewing, or extending of any
Loan by Lender at all times shall be subject to Lender's sole judgment and
discretion; and (C) all such Loans shall be and remain subject to the terms and
conditions of this Agreement.

TERM. This Agreement shall be effective as of
September 27, 2007, and shall continue in full force and effect until such time
as all of Borrower's Loans in favor of Lender have been paid in full, including
principal, interest, costs, expenses, attorneys' fees, and other fees and
charges, or until such time as the parties may agree in writing to terminate
this Agreement.

CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to
make the initial Advance and each subsequent Advance under this Agreement shall
be subject to the fulfillment to Lender's satisfaction of all of the conditions
set forth in this Agreement and in the Related Documents.

     Loan Documents. Borrower shall provide to Lender the following documents
     for the Loan: (1) the Note; (2) Security Agreements granting to Lender
     security interests in the Collateral; (3) financing statements and all
     other documents perfecting Lender's Security Interests; (4) evidence of
     insurance as required below; (5) guaranties; (6) together with all such
     Related Documents as Lender may require for the Loan; all in form and
     substance satisfactory to Lender and Lender's counsel.

     Borrower's  Authorization.   Borrower  shall  have  provided  in  form  and
     substance  satisfactory  to Lender  properly  certified  resolutions,  duly
     authorizing the execution and delivery of this Agreement,  the Note and the
     Related  Documents.  In addition,  Borrower  shall have provided such other
     resolutions,  authorizations,  documents and  instruments  as Lender or its
     counsel, may require.

     Payment of Fees and Expenses.  Borrower shall have paid to Lender all fees,
     charges,  and other expenses which are then due and payable as specified in
     this Agreement or any Related Document.

     Representations  and  Warranties.  The  representations  and warranties set
     forth in this Agreement,  in the Related Documents,  and in any document or
     certificate delivered to Lender under this Agreement are true and correct.

     No Event of  Default.  There  shall not exist at the time of any  Advance a
     condition  which would  constitute an Event of Default under this Agreement
     or under any Related Document.

REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as
of the date of this Agreement, as of the date of each disbursement of loan
proceeds, as of the date of any renewal, extension or modification of any Loan,
and at all times any Indebtedness exists:

     Organization.  Borrower is a  corporation  for profit  which is, and at all
     times shall be, duly  organized,  validly  existing,  and in good  standing
     under and by virtue of the laws of the State of Delaware.  Borrower is duly
     authorized  to transact  business in all other states in which  Borrower is
     doing  business,  having  obtained  all  necessary  filings,   governmental
     licenses and approvals for each state in which Borrower is doing  business.
     Specifically,  Borrower is, and at all times shall be, duly  qualified as a
     foreign  corporation in all states in which the failure to so qualify would
     have a material  adverse  effect on its  business or  financial  condition.
     Borrower  has the full power and  authority  to own its  properties  and to
     transact  the  business  in  which it is  presently  engaged  or  presently
     proposes to engage. Borrower maintains an office at 3985 Research Park Dr.,
     Ann Arbor, MI 48108.  Unless Borrower has designated  otherwise in writing,
     the principal  office is the office at which  Borrower  keeps its books and
     records  including its records  concerning  the  Collateral.  Borrower will
     notify  Lender prior to any change in the location of  Borrower's  state of
     organization or any change in Borrower's name. Borrower shall do all things
     necessary to preserve  and to keep in full force and effect its  existence,
     rights  and  privileges,  and shall  comply  with all  regulations,  rules,
     ordinances,   statutes,   orders  and  decrees  of  any   governmental   or
     quasi-governmental authority or court applicable to Borrower and Borrower's
     business activities.

     Assumed  Business  Names.  Borrower has filed or recorded all  documents or
     filings  required by law  relating to all  assumed  business  names used by
     Borrower.  Excluding the name of Borrower, the following is a complete list
     of all assumed business names under which Borrower does business: None.

     Authorization.  Borrower's  execution,  delivery,  and  performance of this
     Agreement and all the Related  Documents  have been duly  authorized by all
     necessary  action  by  Borrower  and  do not  conflict  with,  result  in a
     violation  of, or  constitute  a default  under  (1) any  provision  of (a)
     Borrower's articles of incorporation or organization, or bylaws, or (b) any
     agreement  or  other  instrument  binding  upon  Borrower  or (2) any  law,
     governmental  regulation,  court decree, or order applicable to Borrower or
     to Borrower's properties.

     Financial Information.  Each of Borrower's financial statements supplied to
     Lender truly and completely  disclosed Borrower's financial condition as of
     the date of the statement, and there has been no material adverse change in
     Borrower's  financial  condition  subsequent to the date of the most recent
     financial statement supplied to Lender. Borrower has no material contingent
     obligations except as disclosed in such financial statements.

     Legal Effect. This Agreement  constitutes,  and any instrument or agreement
     Borrower is  required  to give under this  Agreement  when  delivered  will
     constitute legal,  valid, and binding  obligations of Borrower  enforceable
     against Borrower in accordance with their respective terms.

     Properties.  Except as  contemplated  by this  Agreement  or as  previously
     disclosed in Borrower's financial statements or in writing to Lender and as
     accepted  by  Lender,  and  except  for  property  tax  liens for taxes not
     presently  due and  payable,  Borrower  owns and has  good  title to all of
     Borrower's properties free and clear of all Security Interests, and has not
     executed any security  documents or financing  statements  relating to such
     properties.  All of Borrower's  properties  are titled in Borrower's  legal
     name,  and Borrower has not used or filed a financing  statement  under any
     other name for at least the last five (5) years.

     Hazardous Substances.  Except as disclosed to and acknowledged by Lender in
     writing,  Borrower  represents  and warrants that: (1) During the period of
     Borrower's ownership of the Collateral,  there has been no use, generation,
     manufacture, storage, treatment, disposal, release or threatened release of
     any Hazardous  Substance by any person on, under,  about or from any of the
     Collateral.  (2) Borrower  has no  knowledge  of, or reason to believe that
     there has been (a) any breach or violation of any  Environmental  Laws; (b)
     any use, generation,  manufacture, storage, treatment, disposal, release or
     threatened release of any Hazardous  Substance on, under, about or from the
     Collateral  by any prior owners or occupants of any of the  Collateral;  or
     (c) any actual or threatened litigation or claims of any kind by any person
     relating to such matters. (3) Neither Borrower nor any tenant,  contractor,
     agent  or  other  authorized  user  of  any of the  Collateral  shall  use,
     generate,  manufacture,  store, treat,  dispose of or release any Hazardous
     Substance  on,  under,  about or from any of the  Collateral;  and any such
     activity  shall be conducted in  compliance  with all  applicable  federal,
     state,  and local laws,  regulations,  and  ordinances,  including  without
     limitation  all  Environmental  Laws.  Borrower  authorizes  Lender and its
     agents to enter upon the Collateral to make such  inspections  and tests as
     Lender may deem appropriate to determine  compliance of the Collateral with
     this  section of the  Agreement.  Any  inspections  or tests made by Lender
     shall be at Borrower's expense and for Lender's purposes only and shall not
     be  construed  to create any  responsibility  or  liability  on the part of
     Lender  to  Borrower  or to  any  other  person.  The  representations  and
     warranties  contained  herein  are based on  Borrower's  due  diligence  in
     investigating the Collateral for hazardous waste and Hazardous  Substances.
     Borrower  hereby (1) releases and waives any future claims  against  Lender
     for indemnity or  contribution  in the event  Borrower  becomes  liable for
     cleanup or other  costs under any such laws,  and (2) agrees to  indemnify,
     defend,  and hold  harmless  Lender  against  any and all  claims,  losses,
     liabilities,  damages, penalties, and expenses which Lender may directly or
     indirectly sustain or suffer resulting from a breach of this section of the
     Agreement or as a consequence of any use, generation, manufacture, storage,
     disposal,  release or threatened  release of a hazardous waste or substance
     on the  Collateral.  The  provisions  of  this  section  of the  Agreement,
     including the obligation to indemnify and defend, shall survive the payment
     of the Indebtedness and the termination, expiration or satisfaction of this
     Agreement and shall not be affected by Lender's acquisition of any interest
     in any of the Collateral,  whether by foreclosure or otherwise.

     Litigation and Claims. No litigation, claim, investigation,  administrative
     proceeding or similar  action  (including  those for unpaid taxes)  against
     Borrower is pending or  threatened,  and no other event has occurred  which
     may  materially   adversely  affect  Borrower's   financial   condition  or
     properties,  other than litigation,  claims,  or other events, if any, that
     have been disclosed to and acknowledged by Lender in writing.

<PAGE>

                            BUSINESS LOAN AGREEMENT
Loan No: 200744                    (Continued)                            Page 2
================================================================================

     Taxes. To the best of Borrower's  knowledge,  all of Borrower's tax returns
     and reports that are or were required to be filed, have been filed, and all
     taxes, assessments and other governmental charges have been paid in full,
     except those  presently  being or to be contested by Borrower in good faith
     in the ordinary  course of business and for which  adequate  reserves  have
     been provided.

     Lien Priority.  Unless otherwise previously disclosed to Lender in writing,
     Borrower  has not  entered  into or granted  any  Security  Agreements,  or
     permitted  the  filing  or  attachment  of  any  Security  Interests  on or
     affecting any of the Collateral  directly or indirectly  securing repayment
     of Borrower's  Loan and Note, that would be prior or that may in any way be
     superior  to  Lender's  Security  Interests  and  rights  in  and  to  such
     Collateral.

     Binding Effect. This Agreement, the Note, all Security Agreements (if any),
     and all Related Documents are binding upon the signers thereof,  as well as
     upon  their  successors,  representatives  and  assigns,  and  are  legally
     enforceable in accordance with their respective terms.

AFFIRMATIVE  COVENANTS.  Borrower covenants and agrees with Lender that, so long
as this Agreement remains in effect, Borrower will:

     Notices of Claims and Litigation.  Promptly inform Lender in writing of (1)
     all material adverse changes in Borrower's financial condition, and (2) all
     existing   and   all   threatened   litigation,   claims,   investigations,
     administrative  proceedings or similar  actions  affecting  Borrower or any
     Guarantor which could materially affect the financial condition of Borrower
     or the financial condition of any Guarantor.

     Financial Records.  Maintain its books and records in accordance with GAAP,
     applied  on a  consistent  basis,  and permit  Lender to examine  and audit
     Borrower's books and records at all reasonable times.

     Financial Statements. Furnish Lender with the following:

          Annual  Statements.  As soon as available,  but in no event later than
          ninety (90) days after the end of each fiscal year, Borrower's balance
          sheet and income statement for the year ended,  audited by a certified
          public accountant satisfactory to Lender.

          Additional  Requirements.  As soon as available, but in no event later
          than fifteen (15) days after the end of each month, Borrower's balance
          sheet and income statement for the period ended, prepared by Borrower.
          Also,  as soon as  available  but in no event later than 45 days after
          the end of each fiscal  quarter,  Borrower's  balance sheet and income
          statement  for the period  ended,  reviewed by a CPA  satisfactory  to
          Borrower.   Also,  Borrower  shall  provide  to  Lender  a  Compliance
          Certificate  within  fifteen  (15) days  after  the end of each  month
          indicating the Borrower's  total  non-restricted  cash and equivalents
          and the  amount  of those  balances  that are held at the Bank and the
          Borrower's compliance with its minimum market capitalization.

     All financial reports required to be provided under this Agreement shall be
     prepared  in  accordance  with GAAP,  applied on a  consistent  basis,  and
     certified by Borrower as being true and correct.

     Additional Information. Furnish such additional information and statements,
     as Lender may request from time to time.

     Financial  Covenants and Ratios.  Comply with the  following  covenants and
     ratios:

          Working Capital  Requirements.  Maintain Working Capital  according to
          the  following:  Borrower must maintain  minimum total  non-restricted
          cash and equivalents of $4,000,000.00 of which  $3,500,000.00  must be
          held in accounts at Bank. .

          Other  Requirements.  Borrower  agrees to  maintain  a Minimum  Market
          Capitalization of $30,000,000.00.  Market Capitalization is defined as
          the  current  stock  price  multiplied  by the  number of  outstanding
          shares.

          Except  as  provided  above,  all   computations   made  to  determine
          compliance with the requirements  contained in this paragraph shall be
          made in accordance  with  generally  accepted  accounting  principles,
          applied on a consistent basis, and certified by Borrower as being true
          and correct.

     Insurance.  Maintain  fire  and  other  risk  insurance,  public  liability
     insurance,  and such other  insurance as Lender may require with respect to
     Borrower's properties and operations, in form, amounts,  coverages and with
     insurance companies acceptable to Lender. Borrower, upon request of Lender,
     will  deliver to Lender from time to time the policies or  certificates  of
     insurance  in form  satisfactory  to Lender,  including  stipulations  that
     coverages will not be cancelled or diminished  without at least thirty (30)
     days prior  written  notice to Lender.  Each  insurance  policy  also shall
     include an endorsement  providing that coverage in favor of Lender will not
     be impaired  in any way by any act,  omission or default of Borrower or any
     other person.  In  connection  with all policies  covering  assets in which
     Lender holds or is offered a security interest for the Loans, Borrower will
     provide  Lender with such  lender's loss payable or other  endorsements  as
     Lender may require.

     Insurance Reports.  Furnish to Lender,  upon request of Lender,  reports on
     each  existing  insurance  policy  showing such  information  as Lender may
     reasonably  request,  including without  limitation the following:  (1) the
     name of the insurer;  (2) the risks insured;  (3) the amount of the policy;
     (4) the properties  insured;  (5) the then current  property  values on the
     basis of which  insurance has been obtained,  and the manner of determining
     those values; and (6) the expiration date of the policy. In addition,  upon
     request of Lender  (however not more often than  annually),  Borrower  will
     have  an  independent  appraiser  satisfactory  to  Lender  determine,   as
     applicable,  the actual cash value or replacement  cost of any  Collateral.
     The cost of such appraisal shall be paid by Borrower.

     Guaranties.  Prior to disbursement of any Loan proceeds,  furnish  executed
     guaranties  of the Loans in favor of  Lender,  executed  by the  guarantors
     named below, on Lender's forms, and in the amounts and under the conditions
     set forth in those guaranties.

                Names of Guarantors                      Amounts
                -------------------                      -------
                SOLOVAX, INC.                            Unlimited
                CD4 BIOSCIENCES, INC.                    Unlimited
                EFFECTIVE PHARMACEUTICALS, INC.          Unlimited
                PIPEX THERAPEUTICS INC.                  Unlimited

     Other  Agreements.  Comply  with all  terms  and  conditions  of all  other
     agreements,  whether now or hereafter  existing,  between  Borrower and any
     other  party and notify  Lender  immediately  in writing of any  default in
     connection with any other such agreements.

     Loan  Proceeds.  Use all  Loan  proceeds  solely  for  Borrower's  business
     operations,  unless  specifically  consented  to the  contrary by Lender in
     writing.

     Taxes,   Charges  and  Liens.  Pay  and  discharge  when  due  all  of  its
     indebtedness and obligations, including without limitation all assessments,
     taxes,  governmental  charges,  levies and liens, of every kind and nature,
     imposed upon Borrower or its properties,  income, or profits,  prior to the
     date on which  penalties  would  attach,  and all lawful  claims  that,  if
     unpaid,  might become a lien or charge upon any of  Borrower's  properties,
     income, or profits.

     Performance.  Perform  and  comply,  in a timely  manner,  with all  terms,
     conditions,  and  provisions  set forth in this  Agreement,  in the Related
     Documents, and in all other instruments and agreements between Borrower and
     Lender.  Borrower shall notify Lender immediately in writing of any default
     in connection with any agreement.

     Operations.  Maintain executive and management personnel with substantially
     the  same  qualifications  and  experience  as the  present  executive  and
     management  personnel;  provide  written  notice to Lender of any change in
     executive  and  management  personnel;  conduct its  business  affairs in a
     reasonable and prudent manner.

     Environmental  Studies.   Promptly  conduct  and  complete,  at  Borrower's
     expense, all such investigations, studies, samplings and testings as may be
     requested  by  Lender  or  any  governmental   authority  relative  to  any
     substance,  or any waste or by-product of any substance defined as toxic or
     a hazardous substance under applicable federal,  state, or local law, rule,
     regulation,  order  or  directive,  at or  affecting  any  property  or any
     facility owned, leased or used by Borrower.

     Compliance   with   Governmental   Requirements.   Comply  with  all  laws,
     ordinances,   and  regulations,   now  or  hereafter  in  effect,   of  all
     governmental   authorities   applicable   to  the  conduct  of   Borrower's
     properties,  businesses and operations,  and to the use or occupancy of the
     Collateral,  including without limitation,  the Americans With Disabilities
     Act.  Borrower  may  contest  in good  faith  any such law,  ordinance,  or
     regulation  and  withhold  compliance  during  any  proceeding,   including
     appropriate  appeals,  so long as Borrower has  notified  Lender in writing
     prior to  doing  so and so long as,  in  Lender's  sole  opinion,  Lender's
     interests  in the  Collateral  are  not  jeopardized.  Lender  may  require
     Borrower  to  post   adequate   security  or  a  surety  bond,   reasonably
     satisfactory to Lender, to protect Lender's interest.

     Inspection.  Permit employees or agents of Lender at any reasonable time to
     inspect any and all Collateral  for the Loan or Loans and Borrower's  other
     properties and to examine or audit Borrower's books,  accounts, and records
     and to make  copies  and  memoranda  of  Borrower's  books,  accounts,  and
     records.  If Borrower now or at any time  hereafter  maintains  any records
     (including  without  limitation  computer  generated  records and  computer
     software  programs for the generation of such records) in the possession of
     a third party, Borrower, upon request of Lender, shall notify such party to
     permit  Lender free access to such records at all  reasonable  times and to
     provide Lender with copies of any records it may request, all at Borrower's
     expense.

<PAGE>

                            BUSINESS LOAN AGREEMENT
Loan No: 200744                    (Continued)                            Page 3
================================================================================

     Environmental Compliance and Reports. Borrower shall comply in all respects
     with any and all  Environmental  Laws;  not cause or permit to exist,  as a
     result of an intentional or unintentional  action or omission on Borrower's
     part or on the part of any third party,  on property owned and/or  occupied
     by  Borrower,  any  environmental  activity  where damage may result to the
     environment,  unless  such  environmental  activity  is  pursuant to and in
     compliance  with the  conditions  of a  permit  issued  by the  appropriate
     federal, state or local governmental  authorities;  shall furnish to Lender
     promptly and in any event within thirty (30) days after  receipt  thereof a
     copy of any notice,  summons,  lien, citation,  directive,  letter or other
     communication from any governmental  agency or  instrumentality  concerning
     any intentional or  unintentional  action or omission on Borrower's part in
     connection with any  environmental  activity whether or not there is damage
     to the environment and/or other natural resources.

     Additional Assurances.  Make, execute and deliver to Lender such promissory
     notes,  mortgages,  deeds  of  trust,  security  agreements,   assignments,
     financing statements, instruments, documents and other agreements as Lender
     or its  attorneys may  reasonably  request to evidence and secure the Loans
     and to perfect all Security Interests.

LENDER'S  EXPENDITURES.  If any action or  proceeding  is  commenced  that would
materially  affect  Lender's  interest in the Collateral or if Borrower fails to
comply with any provision of this Agreement or any Related Documents,  including
but not limited to  Borrower's  failure to discharge or pay when due any amounts
Borrower is required to  discharge  or pay under this  Agreement  or any Related
Documents,  Lender on Borrower's behalf may (but shall not be obligated to) take
any  action  that  Lender  deems  appropriate,  including  but  not  limited  to
discharging or paying all taxes,  liens,  security  interests,  encumbrances and
other  claims,  at any time  levied or placed on any  Collateral  and paying all
costs  for  insuring,  maintaining  and  preserving  any  Collateral.  All  such
expenditures  incurred  or paid by  Lender  for such  purposes  will  then  bear
interest at the rate  charged  under the Note from the date  incurred or paid by
Lender to the date of  repayment by Borrower.  All such  expenses  will become a
part of the Indebtedness and, at Lender's option, will (A) be payable on demand;
(B) be added to the balance of the Note and be apportioned  among and be payable
with any  installment  payments to become due during  either (1) the term of any
applicable  insurance  policy;  or (2) the remaining term of the Note; or (C) be
treated  as a  balloon  payment  which  will be due and  payable  at the  Note's
maturity.

NEGATIVE  COVENANTS.  Borrower  covenants and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent of
Lender:

     Indebtedness  and Liens.  (1) Except for trade debt  incurred in the normal
     course  of  business  and  indebtedness  to  Lender  contemplated  by  this
     Agreement,  create,  incur  or  assume  indebtedness  for  borrowed  money,
     including capital leases, (2) sell,  transfer,  mortgage,  assign,  pledge,
     lease,  grant a security  interest in, or encumber any of Borrower's assets
     (except as allowed as Permitted  Liens),  or (3) sell with  recourse any of
     Borrower's accounts, except to Lender.

     Continuity   of   Operations.   (1)  Engage  in  any  business   activities
     substantially  different than those in which Borrower is presently engaged,
     (2) cease operations,  liquidate,  merge, transfer,  acquire or consolidate
     with any other  entity,  change  its name,  dissolve  or  transfer  or sell
     Collateral out of the ordinary course of business, or (3) pay any dividends
     on Borrower's stock (other than dividends payable in its stock),  provided,
     however that notwithstanding the foregoing, but only so long as no Event of
     Default has occurred and is  continuing or would result from the payment of
     dividends,  if Borrower is a "Subchapter S Corporation"  (as defined in the
     Internal Revenue Code of 1986, as amended), Borrower may pay cash dividends
     on its stock to its shareholders  from time to time in amounts necessary to
     enable the  shareholders to pay income taxes and make estimated  income tax
     payments to satisfy  their  liabilities  under  federal and state law which
     arise  solely  from  their  status  as   Shareholders  of  a  Subchapter  S
     Corporation  because of their  ownership of shares of Borrower's  stock, or
     purchase or retire any of Borrower's  outstanding  shares or alter or amend
     Borrower's capital structure.

     Loans, Acquisitions and Guaranties. (1) Loan, invest in or advance money or
     assets to any other person,  enterprise or entity, (2) purchase,  create or
     acquire any interest in any other  enterprise  or entity,  or (3) incur any
     obligation  as surety or  guarantor  other than in the  ordinary  course of
     business.

     Agreements.  Borrower  will not enter  into any  agreement  containing  any
     provisions  which  would be violated  or  breached  by the  performance  of
     Borrower's obligations under this Agreement or in connection herewith.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to
Borrower, whether under this Agreement or under any other agreement, Lender
shall have no obligation to make Loan Advances or to disburse Loan proceeds if:
(A) Borrower or any Guarantor is in default under the terms of this Agreement or
any of the Related Documents or any other agreement that Borrower or any
Guarantor has with Lender; (B) Borrower or any Guarantor dies, becomes
incompetent or becomes insolvent, files a petition in bankruptcy or similar
proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse
change in Borrower's financial condition, in the financial condition of any
Guarantor, or in the value of any Collateral securing any Loan; or (D) any
Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such
Guarantor's guaranty of the Loan or any other loan with Lender; or (E) Lender in
good faith deems itself insecure, even though no Event of Default shall have
occurred.

RIGHT OF SETOFF.  To the extent  permitted by applicable  law, Lender reserves a
right of  setoff in all  Borrower's  accounts  with  Lender  (whether  checking,
savings,  or some other  account).  This  includes all accounts  Borrower  holds
jointly  with  someone  else and all  accounts  Borrower may open in the future.
However,  this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower  authorizes Lender, to the
extent  permitted by  applicable  law, to charge or setoff all sums owing on the
Indebtedness  against any and all such  accounts,  and, at Lender's  option,  to
administratively  freeze all such  accounts to allow Lender to protect  Lender's
charge and setoff rights provided in this paragraph.

DEFAULT.  Each of the following shall  constitute an Event of Default under this
Agreement:

     Payment  Default.  Borrower  fails to make any  payment  when due under the
     Loan.

     Other Defaults. Borrower fails to comply with or to perform any other term,
     obligation,  covenant or condition contained in this Agreement or in any of
     the Related Documents or to comply with or to perform any term, obligation,
     covenant or condition  contained in any other agreement  between Lender and
     Borrower.

     Default in Favor of Third Parties. Borrower or any Grantor defaults under
     any loan, extension of credit, security agreement, purchase or sales
     agreement, or any other agreement, in favor of any other creditor or person
     that may materially affect any of Borrower's or any Grantor's property or
     Borrower's or any Grantor's ability to repay the Loans or perform their
     respective obligations under this Agreement or any of the Related
     Documents.

     False  Statements.  Any  warranty,  representation  or  statement  made  or
     furnished  to  Lender  by  Borrower  or on  Borrower's  behalf  under  this
     Agreement or the Related  Documents is false or  misleading in any material
     respect,  either now or at the time made or furnished  or becomes  false or
     misleading at any time thereafter.

     Insolvency.  The  dissolution or  termination of Borrower's  existence as a
     going business,  the insolvency of Borrower,  the appointment of a receiver
     for any part of  Borrower's  property,  any  assignment  for the benefit of
     creditors,  any  type  of  creditor  workout,  or the  commencement  of any
     proceeding under any bankruptcy or insolvency laws by or against Borrower.

     Defective Collateralization. This Agreement or any of the Related Documents
     ceases to be in full force and effect (including  failure of any collateral
     document to create a valid and perfected  security interest or lien) at any
     time and for any reason.

     Creditor  or  Forfeiture   Proceedings.   Commencement  of  foreclosure  or
     forfeiture   proceedings,   whether  by  judicial  proceeding,   self-help,
     repossession  or any other  method,  by any  creditor of Borrower or by any
     governmental agency against any collateral securing the Loan. This includes
     a garnishment of any of Borrower's  accounts,  including  deposit accounts,
     with Lender.  However,  this Event of Default shall not apply if there is a
     good faith dispute by Borrower as to the validity or  reasonableness of the
     claim which is the basis of the creditor or  forfeiture  proceeding  and if
     Borrower  gives  Lender  written  notice  of  the  creditor  or  forfeiture
     proceeding  and  deposits  with  Lender  monies  or a  surety  bond for the
     creditor or forfeiture  proceeding,  in an amount  determined by Lender, in
     its sole discretion, as being an adequate reserve or bond for the dispute.

     Events Affecting Guarantor. Any of the preceding events occurs with respect
     to any  Guarantor  of any of the  Indebtedness  or any  Guarantor  dies  or
     becomes  incompetent,  or revokes or disputes the validity of, or liability
     under, any Guaranty of the Indebtedness.  In the event of a death,  Lender,
     at its option,  may, but shall not be required to,  permit the  Guarantor's
     estate to assume unconditionally the obligations arising under the guaranty
     in a manner  satisfactory  to Lender,  and,  in doing so, cure any Event of
     Default.

     Change in Ownership.  Any change in ownership of twenty-five  percent (25%)
     or more of the common stock of Borrower.

     Adverse Change.  A material  adverse change occurs in Borrower's  financial
     condition, or Lender believes the prospect of payment or performance of the
     Loan is impaired.

     Insecurity. Lender in good faith believes itself insecure.

     Right to Cure.  If any default,  other than a default on  Indebtedness,  is
     curable and if Borrower or Grantor,  as the case may be, has not been given
     a notice of a similar default within the preceding  twelve (12) months,  it
     may be cured if Borrower or Grantor,  as the case may be,  after  receiving
     written  notice from Lender  demanding  cure of such default:  (1) cure the
     default  within ten (10) days;  or (2) if the cure  requires  more than ten
     (10) days,  immediately  initiate steps which Lender deems in Lender's sole
     discretion to be sufficient to cure the default and thereafter continue and
     complete  all  reasonable  and  necessary   steps   sufficient  to  produce
     compliance as soon as reasonably practical.

<PAGE>

                            BUSINESS LOAN AGREEMENT
Loan No: 200744                    (Continued)                            Page 4
================================================================================

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where
otherwise provided in this Agreement or the Related  Documents,  all commitments
and  obligations of Lender under this Agreement or the Related  Documents or any
other  agreement  immediately  will terminate  (including any obligation to make
further  Loan  Advances  or   disbursements),   and,  at  Lender's  option,  all
Indebtedness  immediately will become due and payable, all without notice of any
kind to  Borrower,  except  that in the case of an Event of  Default of the type
described in the  "Insolvency"  subsection  above,  such  acceleration  shall be
automatic  and not optional.  In addition,  Lender shall have all the rights and
remedies  provided in the Related  Documents or available at law, in equity,  or
otherwise. Except as may be prohibited by applicable law, all of Lender's rights
and  remedies   shall  be  cumulative   and  may  be  exercised   singularly  or
concurrently.  Election by Lender to pursue any remedy shall not exclude pursuit
of any other remedy,  and an election to make  expenditures or to take action to
perform an obligation  of Borrower or of any Grantor  shall not affect  Lender's
right to declare a default and to exercise its rights and remedies.

MISCELLANEOUS  PROVISIONS.  The following miscellaneous provisions are a part of
this Agreement:

     Amendments.   This   Agreement,   together  with  any  Related   Documents,
     constitutes the entire understanding and agreement of the parties as to the
     matters set forth in this Agreement.  No alteration of or amendment to this
     Agreement  shall be  effective  unless  given in writing  and signed by the
     party or  parties  sought  to be  charged  or bound  by the  alteration  or
     amendment.

     Attorneys'  Fees;  Expenses.  Borrower  agrees  to pay upon  demand  all of
     Lender's costs and expenses,  including Lender's reasonable attorneys' fees
     and Lender's legal expenses, incurred in connection with the enforcement of
     this  Agreement.  Lender may hire or pay someone  else to help enforce this
     Agreement,   and  Borrower  shall  pay  the  costs  and  expenses  of  such
     enforcement. Costs and expenses include Lender's reasonable attorneys' fees
     and legal expenses whether or not there is a lawsuit,  including reasonable
     attorneys'  fees and legal expenses for bankruptcy  proceedings  (including
     efforts to modify or vacate any automatic stay or injunction), appeals, and
     any anticipated post-judgment collection services.  Borrower also shall pay
     all court costs and such additional fees as may be directed by the court.

     Caption  Headings.  Caption  headings in this Agreement are for convenience
     purposes only and are not to be used to interpret or define the  provisions
     of this Agreement.

     Consent to Loan  Participation.  Borrower  agrees and  consents to Lender's
     sale or  transfer,  whether  now or  later,  of one or  more  participation
     interests  in the  Loan  to one or  more  purchasers,  whether  related  or
     unrelated to Lender. Lender may provide, without any limitation whatsoever,
     to any one or more purchasers, or potential purchasers,  any information or
     knowledge Lender may have about Borrower or about any other matter relating
     to the Loan, and Borrower hereby waives any rights to privacy  Borrower may
     have with respect to such matters. Borrower additionally waives any and all
     notices of sale of participation  interests,  as well as all notices of any
     repurchase of such participation  interests.  Borrower also agrees that the
     purchasers of any such  participation  interests  will be considered as the
     absolute  owners of such interests in the Loan and will have all the rights
     granted under the participation  agreement or agreements governing the sale
     of such  participation  interests.  Borrower  further  waives all rights of
     offset  or  counterclaim  that it may have now or later  against  Lender or
     against any purchaser of such a participation  interest and unconditionally
     agrees  that  either  Lender  or  such  purchaser  may  enforce  Borrower's
     obligation under the Loan  irrespective of the failure or insolvency of any
     holder  of any  interest  in the Loan.  Borrower  further  agrees  that the
     purchaser of any such  participation  interests  may enforce its  interests
     irrespective  of any  personal  claims or defenses  that  Borrower may have
     against Lender.

     Governing Law. This Agreement will be governed by federal law applicable to
     Lender and, to the extent not  preempted  by federal  law,  the laws of the
     State of Michigan  without regard to its conflicts of law provisions.  This
     Agreement has been accepted by Lender in the State of Michigan.

     Choice of Venue.  If there is a  lawsuit,  Borrower  agrees  upon  Lender's
     request to submit to the  jurisdiction  of the courts of Washtenaw  County,
     State of Michigan.

     No Waiver by Lender.  Lender  shall not be deemed to have waived any rights
     under this  Agreement  unless such waiver is given in writing and signed by
     Lender.  No delay or omission on the part of Lender in exercising any right
     shall  operate  as a waiver of such right or any other  right.  A waiver by
     Lender of a provision of this Agreement shall not prejudice or constitute a
     waiver of Lender's right  otherwise to demand strict  compliance  with that
     provision  or any other  provision  of this  Agreement.  No prior waiver by
     Lender,  nor any course of dealing between Lender and Borrower,  or between
     Lender and any Grantor, shall constitute a waiver of any of Lender's rights
     or of any of  Borrower's  or any  Grantor's  obligations  as to any  future
     transactions.  Whenever  the  consent  of Lender  is  required  under  this
     Agreement, the granting of such consent by Lender in any instance shall not
     constitute continuing consent to subsequent instances where such consent is
     required  and in all cases such  consent  may be granted or withheld in the
     sole discretion of Lender.

     Notices.  Any notice  required  to be given under this  Agreement  shall be
     given in writing,  and shall be effective  when  actually  delivered,  when
     actually received by telefacsimile (unless otherwise required by law), when
     deposited with a nationally  recognized  overnight courier,  or, if mailed,
     when  deposited  in the United  States mail,  as first class,  certified or
     registered mail postage  prepaid,  directed to the addresses shown near the
     beginning of this  Agreement.  Any party may change its address for notices
     under this  Agreement by giving formal written notice to the other parties,
     specifying that the purpose of the notice is to change the party's address.
     For notice  purposes,  Borrower agrees to keep Lender informed at all times
     of Borrower's  current address.  Unless  otherwise  provided or required by
     law, if there is more than one Borrower,  any notice given by Lender to any
     Borrower is deemed to be notice given to all Borrowers.

     Severability.  If a court of competent  jurisdiction finds any provision of
     this  Agreement  to  be  illegal,  invalid,  or  unenforceable  as  to  any
     circumstance,  that finding shall not make the offending provision illegal,
     invalid,  or unenforceable as to any other circumstance.  If feasible,  the
     offending  provision shall be considered modified so that it becomes legal,
     valid and enforceable. If the offending provision cannot be so modified, it
     shall be considered deleted from this Agreement.  Unless otherwise required
     by law, the illegality, invalidity, or unenforceability of any provision of
     this Agreement shall not affect the legality, validity or enforceability of
     any other provision of this Agreement.

     Subsidiaries  and Affiliates of Borrower.  To the extent the context of any
     provisions  of this  Agreement  makes  it  appropriate,  including  without
     limitation any representation, warranty or covenant, the word "Borrower" as
     used in this  Agreement  shall include all of Borrower's  subsidiaries  and
     affiliates.  Notwithstanding the foregoing however,  under no circumstances
     shall this  Agreement be  construed  to require  Lender to make any Loan or
     other  financial   accommodation  to  any  of  Borrower's  subsidiaries  or
     affiliates.

     Successors  and Assigns.  All covenants  and  agreements by or on behalf of
     Borrower  contained in this Agreement or any Related  Documents  shall bind
     Borrower's  successors and assigns and shall inure to the benefit of Lender
     and its successors and assigns. Borrower shall not, however, have the right
     to assign  Borrower's  rights under this Agreement or any interest therein,
     without the prior written consent of Lender.

     Survival of Representations and Warranties. Borrower understands and agrees
     that  in  making  the  Loan,  Lender  is  relying  on all  representations,
     warranties,  and  covenants  made by Borrower in this  Agreement  or in any
     certificate or other instrument  delivered by Borrower to Lender under this
     Agreement or the Related Documents. Borrower further agrees that regardless
     of any investigation made by Lender, all such  representations,  warranties
     and covenants will survive the making of the Loan and delivery to Lender of
     the Related  Documents,  shall be continuing in nature, and shall remain in
     full force and effect until such time as Borrower's  Indebtedness  shall be
     paid in full,  or until this  Agreement  shall be  terminated in the manner
     provided above, whichever is the last to occur.

     Time is of the Essence.  Time is of the essence in the  performance of this
     Agreement.

     Waive Jury.  All parties to this  Agreement  hereby  waive the right to any
     jury trial in any action,  proceeding, or counterclaim brought by any party
     against any other party.

DEFINITIONS.  The following capitalized words and terms shall have the following
meanings  when  used  in  this  Agreement.  Unless  specifically  stated  to the
contrary, all references to dollar amounts shall mean amounts in lawful money of
the United States of America. Words and terms used in the singular shall include
the  plural,  and the plural  shall  include  the  singular,  as the context may
require.  Words and terms not otherwise defined in this Agreement shall have the
meanings  attributed to such terms in the Uniform  Commercial  Code.  Accounting
words and terms not otherwise  defined in this Agreement shall have the meanings
assigned to them in accordance with generally accepted accounting  principles as
in effect on the date of this Agreement:

     Advance.  The word "Advance" means a disbursement of Loan funds made, or to
     be made,  to  Borrower  or on  Borrower's  behalf  on a line of  credit  or
     multiple advance basis under the terms and conditions of this Agreement.

     Agreement. The word "Agreement" means this Business Loan Agreement, as this
     Business  Loan  Agreement  may be  amended or  modified  from time to time,
     together  with all exhibits and  schedules  attached to this  Business Loan
     Agreement from time to time.

     Borrower.  The  word  "Borrower"  means  PIPEX  PHARMACEUTICALS,  INC.  and
     includes  all  co-signers  and  co-makers  signing  the Note and all  their
     successors and assigns.

<PAGE>

                            BUSINESS LOAN AGREEMENT
Loan No: 200744                    (Continued)                            Page 5
================================================================================

     Collateral.  The word "Collateral" means all property and assets granted as
     collateral security for a Loan, whether real or personal property,  whether
     granted directly or indirectly,  whether granted now or in the future,  and
     whether granted in the form of a security  interest,  mortgage,  collateral
     mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage,
     collateral chattel mortgage, chattel trust, factor's lien, equipment trust,
     conditional  sale,  trust receipt,  lien,  charge,  lien or title retention
     contract,  lease or consignment intended as a security device, or any other
     security or lien interest whatsoever,  whether created by law, contract, or
     otherwise.

     Environmental Laws. The words "Environmental Laws" mean any and all state,
     federal and local statutes, regulations and ordinances relating to the
     protection of human health or the environment, including without limitation
     the Comprehensive Environmental Response, Compensation, and Liability Act
     of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the
     Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499
     ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section
     1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C.
     Section 6901, et seq., or other applicable state or federal laws, rules, or
     regulations adopted pursuant thereto.

     Event of Default.  The words  "Event of Default"  mean any of the events of
     default  set  forth  in  this  Agreement  in the  default  section  of this
     Agreement.

     GAAP. The word "GAAP" means generally accepted accounting principles.

     Grantor.  The word "Grantor"  means each and all of the persons or entities
     granting a Security  Interest  in any  Collateral  for the Loan,  including
     without limitation all Borrowers granting such a Security Interest.

     Guarantor.   The  word  "Guarantor"   means  any  guarantor,   surety,   or
     accommodation party of any or all of the Loan.

     Guaranty.  The word "Guaranty" means the guaranty from Guarantor to Lender,
     including without limitation a guaranty of all or part of the Note.

     Hazardous Substances. The words "Hazardous Substances" mean materials that,
     because  of  their  quantity,   concentration  or  physical,   chemical  or
     infectious characteristics, may cause or pose a present or potential hazard
     to human health or the environment when improperly used,  treated,  stored,
     disposed of, generated, manufactured, transported or otherwise handled. The
     words  "Hazardous  Substances"  are used in their very  broadest  sense and
     include  without  limitation  any and all  hazardous  or toxic  substances,
     materials  or waste as defined by or listed under the  Environmental  Laws.
     The  term  "Hazardous   Substances"  also  includes,   without  limitation,
     petroleum and petroleum by-products or any fraction thereof and asbestos.

     Indebtedness.  The word "Indebtedness" means the indebtedness  evidenced by
     the  Note or  Related  Documents,  including  all  principal  and  interest
     together  with all other  indebtedness  and costs  and  expenses  for which
     Borrower is  responsible  under this  Agreement or under any of the Related
     Documents.

     Lender.  The word  "Lender"  means Bank of Ann Arbor,  its  successors  and
     assigns.

     Loan. The word "Loan" means any and all loans and financial  accommodations
     from Lender to  Borrower  whether now or  hereafter  existing,  and however
     evidenced,   including   without   limitation  those  loans  and  financial
     accommodations  described  herein or  described  on any exhibit or schedule
     attached to this Agreement from time to time.

     Note.  The word "Note"  means the Note  executed by PIPEX  PHARMACEUTICALS,
     INC. in the  principal  amount of  $500,000.00  dated  September  27, 2007,
     together  with  all  renewals  of,   extensions   of,   modifications   of,
     refinancings  of,  consolidations  of,  and  substitutions  for the note or
     credit agreement.

     Permitted Liens.  The words  "Permitted  Liens" mean (1) liens and security
     interests  securing  Indebtedness owed by Borrower to Lender; (2) liens for
     taxes,  assessments,  or  similar  charges  either  not  yet  due or  being
     contested in good faith; (3) liens of materialmen, mechanics, warehousemen,
     or carriers, or other like liens arising in the ordinary course of business
     and securing  obligations which are not yet delinquent;  (4) purchase money
     liens or purchase money security interests upon or in any property acquired
     or  held  by  Borrower  in  the  ordinary  course  of  business  to  secure
     indebtedness  outstanding  on the date of this Agreement or permitted to be
     incurred under the paragraph of this  Agreement  titled  "Indebtedness  and
     Liens";  (5) liens and  security  interests  which,  as of the date of this
     Agreement,  have been  disclosed  to and approved by the Lender in writing;
     and  (6)  those  liens  and  security  interests  which  in  the  aggregate
     constitute an immaterial and insignificant  monetary amount with respect to
     the net value of Borrower's assets.

     Related Documents. The words "Related Documents" mean all promissory notes,
     credit agreements, loan agreements,  environmental agreements,  guaranties,
     security agreements,  mortgages, deeds of trust, security deeds, collateral
     mortgages, and all other instruments, agreements and documents, whether now
     or hereafter existing, executed in connection with the Loan.

     Security Agreement. The words "Security Agreement" mean and include without
     limitation   any    agreements,    promises,    covenants,    arrangements,
     understandings or other agreements,  whether created by law,  contract,  or
     otherwise,  evidencing,  governing,  representing,  or  creating a Security
     Interest.

     Security Interest.  The words "Security Interest" mean, without limitation,
     any and all types of collateral  security,  present and future,  whether in
     the form of a lien, charge, encumbrance,  mortgage, deed of trust, security
     deed, assignment, pledge, crop pledge, chattel mortgage, collateral chattel
     mortgage,  chattel trust, factor's lien, equipment trust, conditional sale,
     trust  receipt,  lien or title  retention  contract,  lease or  consignment
     intended  as a security  device,  or any other  security  or lien  interest
     whatsoever whether created by law, contract, or otherwise.

BORROWER  ACKNOWLEDGES  HAVING READ ALL THE  PROVISIONS  OF THIS  BUSINESS  LOAN
AGREEMENT AND BORROWER  AGREES TO ITS TERMS.  THIS  BUSINESS  LOAN  AGREEMENT IS
DATED SEPTEMBER 27, 2007.

BORROWER:


PIPEX PHARMACEUTICALS, INC.

By: /s/ STEVE KANZER
    ----------------------------
    STEVE KANZER, CEO of PIPEX
    PHARMACEUTICALS, INC.

LENDER:

BANK OF ANN ARBOR

By: /s/ MICHAEL COLE
    ----------------------------
     Authorized Signer

</TEXT>
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<p style=' margin-bottom:0pt; margin-top:0pt;text-align:center;'><img src="img1.jpg"><br> </p>

<p style=' margin-bottom:0pt; margin-top:12pt;text-align:center;'><b><font size=5>Pipex Pharmaceuticals Receives Equipment Loan from</font></b></p>

<p style=' margin-bottom:3pt; margin-top:0pt;text-align:center;'><b><font size=5>Bank of Ann Arbor </font></b></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:justify;'><font size=2>&nbsp;</font></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:center;'><i><b><font size=2>Supports Pipex&#146;s New cGMP Pharmaceutical Manufacturing Facility in Ann Arbor Michigan  </font></b></i></p>

<p style=' margin-bottom:5pt; margin-top:5pt;text-align:justify;'><font size=2>Ann Arbor, Michigan, October 3, 2007 -- Pipex Pharmaceuticals, Inc. (&#147;Pipex&#148;) (AMEX: PP), a specialty pharmaceutical company developing innovative late-stage drug candidates for the treatment of neurologic and fibrotic diseases, announced today that it has received a $500,000 equipment loan from the Bank of Ann Arbor to support Pipex&#146;s new cGMP pharmaceutical production facility which is primarily used for its lead product, COPREXA&#153; (oral tetrathiomolybdate) for neurologically-presenting Wilson&#146;s disease and potential additional product candidates  of Pipex.  </font></p>

<p style=' margin-bottom:5pt; margin-top:5pt;text-align:justify;'><font size=2>Dr. Charles Bisgaier, President of Pipex, stated, &#147;We are pleased to receive this equipment loan from Bank of Ann Arbor.  As a local financial institution, they understand the depth of the experienced pharmaceutical talent and infrastructure here in Ann Arbor, MI.  We are pleased to be part of this transition and the growing community of pharmaceutical and biotechnology companies that are taking advantage of the attractive pharmaceutical manufacturing conditions that are unique to Michigan.&#148;</font></p>

<p style=' margin-bottom:5pt; margin-top:5pt;text-align:justify;'><font size=2>&#147;Given Pipex&#146;s transformation over the last year, we welcomed the opportunity to provide this second round of venture debt financing,&#148; stated Michael Cole, Vice President of Bank of Ann Arbor&#146;s technology and life science banking practice.  Mr. Cole went onto say, &#147;We look forward to continuing to grow our relationship.&#148;</font></p>

<p style=' margin-bottom:5pt; margin-top:5pt;text-align:left;'><b><font size=2>About Pipex Pharmaceuticals, Inc. </font></b></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:justify;'><font size=2>Pipex Pharmaceuticals, Inc. (&#147;Pipex&#148;) is a specialty pharmaceutical company that is developing proprietary, late-stage drug candidates for the treatment of neurologic and fibrotic diseases.  Pipex&#146;s strategy is to exclusively in-license proprietary, clinical-stage drug candidates and complete the further clinical testing, manufacturing and regulatory requirements sufficient to seek marketing authorizations via the filing of New Drug Applications (NDAs) with the FDA in the U.S. and Marketing Application Authorizations (MAAs) with the European Medicines Evaluation Agency (EMEA).  For further information please visit www.pipexpharma.com.</font></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:left;'><font size=2>&nbsp;</font></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:left;'><font size=2>&nbsp;</font></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:left;'><font size=2>&nbsp;</font></p>
<br>
<HR noshade align="center" width="100%" size="2">
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<pAGE>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:left;'><font size=2>&nbsp;</font></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:left;'><font size=2>&nbsp;</font></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:left;line-height: 150%;'><b><font size=2>About Bank of Ann Arbor</font></b></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:justify;'><font size=2>&nbsp;</font></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:justify;'><font size=2>Bank of Ann Arbor is a locally owned and operated full service bank with total assets and assets under management of nearly $1.0 billion.  Its Technology Industry Group serves the needs of the region's innovation-based business community by supporting technology and life sciences companies, angel investors and venture capital firms.  For additional information please visit www.bankofannarbor.com. </font></p>

<p style=' margin-bottom:5pt; margin-top:5pt;text-align:justify;'><font size=2>This press release contains forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, that reflect Pipex Pharmaceuticals, Inc. and Pipex Therapeutics, Inc. (&#147;we&#148; or &#147;our&#148;) current expectations about their future results, performance, prospects and opportunities, including statements regarding any Pipex&#146;s cGMP facility or any use of COPREXA.  Where possible, the Company has tried to identify these forward-looking statements by using words such as "anticipates," "believes," "intends," or similar expressions. These statements are subject to a number of risks, uncertainties and other factors that could cause actual events or results in future periods to differ materially from what is expressed in, or implied by, these statements, including the risks set forth in our filings with the Securities and Exchange Commission. We cannot assure you that
we will be able to successfully develop or commercialize products based on our technologies, including COPREXA&#153;, TRIMESTA&#153;, SOLOVAX&#153;, EFFIRMA&#153; or Anti-CD4 802-2, particularly in light of the significant uncertainty inherent in developing, manufacturing and conducting preclinical and clinical trials of new pharmaceuticals, and obtaining regulatory approvals, that our technologies will prove to be safe and effective, that our cash expenditures will not exceed projected levels, that we will be able to obtain future financing or funds when needed, that product development and commercialization efforts will not be reduced or discontinued due to difficulties or delays in clinical trials or due to lack of progress or positive results from research and development efforts, that we will be able to successfully obtain any further grants and awards, maintain our existing grants which are subject to performance, that we will be able to patent, register or protect our
technology from challenge and products from competition or maintain or expand our license agreements with our current licensors, or that our business strategy will be successful. All forward-looking statements made in this press release are made as of the date hereof, and the Company assumes no obligation to update the forward-looking statements included in this news release whether as a result of new information, future events, or otherwise, other than as required by law. </font></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:left;'><font size=2>For Further Information Contact:</font></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:left;'><font size=2>&nbsp;</font></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:left;'><font size=2>Charles Bisgaier, Ph.D.</font></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:left;'><font size=2>President</font></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:left;'><font size=2>(734) 332-7800</font></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:left;'><font size=2>&nbsp;</font></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:left;'><font size=2>Thomas Redington (Investor Relations)</font></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:left;'><font size=2>Redington, Inc.</font></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:left;'><font size=2>(203) 222-7399</font></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:left;'><font size=2>&nbsp;</font></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:left;'><font size=2>&nbsp;</font></p>


<p style=' margin-bottom:0pt; margin-top:0pt;text-align:left;'><font size=2>&nbsp;</font></p>

<p style=' margin-bottom:0pt; margin-top:0pt;text-align:left;'>&nbsp;</p>



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`
end
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
