SUBSCRIPTION AGREEMENT





Enzo Biochem, Inc.

527 Madison Ave.

New York, NY 10022



Gentlemen:



The  undersigned  (the  "INVESTOR")  hereby  confirms its agreement  with you as

follows:



     1. This  Subscription  Agreement (this  "AGREEMENT") is made as of the date

set  forth  below  between  Enzo  Biochem,  Inc.,  a New York  corporation  (the

"COMPANY"), and the Investor.



     2. The Company has  authorized  the sale and issuance to the Investor of up

to an aggregate  of 1,000,000  shares (the  "SHARES") of its Common  Stock,  par

value  $0.01 per share  (the  "COMMON  STOCK"),  subject  to  adjustment  by the

Company's Board of Directors,  or a committee  thereof,  for a purchase price of

$15.00 per share (the "PURCHASE PRICE").



     3. The  offering  and sale of the Shares  (the  "OFFERING")  are being made

pursuant to (1) an effective  Registration  Statement on Form S-3 (including the

Prospectus   contained  therein  (the  "BASE  PROSPECTUS"),   the  "REGISTRATION

STATEMENT")  filed by the Company with the  Securities  and Exchange  Commission

(the "COMMISSION"),  (2) if applicable,  certain "free writing prospectuses" (as

that term is defined in Rule 405 under the  Securities Act of 1933, as amended),

that  have  been or will be  filed  with the  Commission  and  delivered  to the

Investor on or prior to the date  hereof and (3) a  Prospectus  Supplement  (the

"PROSPECTUS SUPPLEMENT" and together with the Base Prospectus, the "PROSPECTUS")

containing certain  supplemental  information  regarding the Shares and terms of

the  Offering  that  will be filed  with the  Commission  and  delivered  to the

Investor  (or made  available to the Investor by the filing by the Company of an

electronic version thereof with the Commission).



     4. The Company and the Investor  agree that the Investor will purchase from

the Company and the Company  will issue and sell to the  Investor  the Shares of

Common Stock set forth below for the aggregate  purchase  price set forth below.

The Shares shall be purchased  pursuant to the Terms and Conditions for Purchase

of Shares attached hereto as ANNEX I and  incorporated  herein by this reference

as if fully set forth herein. The Investor acknowledges that the Offering is not

being  underwritten by the placement agent (the "PLACEMENT  AGENT") named in the

Prospectus Supplement and that there is no minimum offering amount.



     5. The manner of settlement of the Shares  purchased by the Investor  shall

be Delivery versus Payment ("DVP") through The Depository  Trust Company ("DTC")

(i.e.,  the Company shall deliver Shares  registered in the Investor's  name and

address as set forth below and released by the American  Stock  Transfer & Trust

Company,  the Company's  transfer agent (the  "TRANSFER  AGENT") to the Investor

through DTC at the Closing  directly to the account(s) at Lazard Capital Markets

LLC ("LCM")  identified  by the Investor and  simultaneously  therewith  payment

shall be made by LCM by wire  transfer  to the  Company).  NO LATER THAN ONE (1)

BUSINESS  DAY AFTER THE





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EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL:



         (I)  NOTIFY LCM OF THE ACCOUNT OR  ACCOUNTS AT LCM TO BE CREDITED  WITH

              THE SHARES BEING PURCHASED BY SUCH INVESTOR, AND

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