SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this Agreement) is made and entered into as of March 16, 2007 by and among DATATRAK International, Inc., an Ohio corporation (the Company), and the purchaser(s) identified on the signature pages hereto (each a Purchaser and collectively, the Purchasers).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act of 1933, as amended (the Securities Act) and Rule 506 of Regulation D promulgated thereunder, the Company desires to offer, issue and sell to the Purchasers (the Offering), and the Purchasers, severally and not jointly, desire to purchase from the Company, in the aggregate, up to 1,986,322 shares (the Shares) of the Companys common shares, no par value per share (the Common Shares) (which in no event, when combined with the Warrant Shares (as defined below) and the Common Shares underlying the Placement Agent Warrants, shall exceed 19.99% of the Common Shares then outstanding), and five year warrants to purchase Common Shares (the Warrants), with an exercise price per share equal to $6.00. The Shares and the Warrants are collectively referred to herein as the Securities.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which is hereby acknowledged, the Company and each of the Purchasers agree as follows:

A.

Purchase and Sale

Subject to the terms and conditions set forth in this Agreement, at the Closing (as defined below) the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, the number of Shares and the Warrants set forth on such Purchasers signature page to this Agreement. The Closing shall take place at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 399 Park Avenue, New York, New York 10022, on the Closing Date or at such other location or time as the parties may agree (the Closing). Closing Date means the business day on which all of the conditions set forth in Sections G.1 and G.2 hereof are satisfied or waived, or such other date as the parties may agree.

At the Closing, each Purchaser shall deliver or cause to be delivered to the Company the aggregate purchase price by wire transfer in same day funds to the account designated by the Company on Schedule A(2) attached hereto, for the Securities to be purchased by such Purchaser as set forth on the signature page of such Purchaser hereto (the Investment Amount).

The Securities to be issued to a Purchaser hereunder shall consist of (i) Shares in an amount equal to the quotient of (x) the Investment Amount, divided by (y) the Offering Price (as defined below), rounded down to the nearest whole number, and (ii) a Warrant to purchase such number of Common Shares to be determined based on a ratio of one (1) Warrant for every one (1) Common Share purchased hereunder rounded down to the nearest whole number. The Company shall allocate the Investment Amount between the Shares and the Warrants prior to the Closing and provide notice to the Purchasers of such allocation. For purposes of this Agreement, the Offering Price shall be $4.75, which shall be the price per Share to be paid by the Purchasers. Schedule A(3), attached hereto, is a complete and accurate list of all Purchasers indicating the investment amount and the number of Shares and Warrants for each Purchaser respectively.

At the Closing, (x) (i) the Company shall issue to each Purchaser stock certificates representing the Common Shares purchased at the Closing under this Agreement, registered in the name of such Purchaser; (ii) the Company shall issue to each Purchaser a Warrant to purchase such number of Common Shares calculated based on the number of Common Shares issued at Closing and in accordance with Paragraph (3) above and listed on such Purchasers signature page to this Agreement; and (iii) the Company shall deliver to the Purchasers and to Robert W. Baird & Co. Incorporated as the lead placement agent for the Offering (the Lead Agent), and to Roth Capital Partners, LLC as the co-placement agent for the Offering (the Co-Agent), collectively known as the placement agents (the Placement Agents), the following:

a certificate stating that the representations and warranties made by the Company in Section C of this Agreement were true and correct in all material respects when made and are true and correct in all material respects on the date of the Closing (in each case, other than those representations and warranties qualified by materiality or Material Adverse Effect (as defined below), which shall be true and correct in all respects) relating to the Securities purchased pursuant to this Agreement as though made on and as of such Closing Date (provided, however, that representations and warranties that speak as of a specific date shall continue to be true and correct as of the Closing with respect to such date)

an opinion of Calfee, Halter & Griswold LLP in the form of Exhibit A hereto.

the Irrevocable Transfer Agent Instructions, in the form of Exhibit B attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Companys transfer agent.

for the Company and each of its operating Subsidiaries that are incorporated or organized under the laws of a state of the United States of America, a certificate evidencing the incorporation and good standing from such corporations state of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 days of the Closing Date.

a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section C(4) as adopted by the Companys Board of Directors in a form reasonably acceptable to such Purchaser, (ii) the Articles of Incorporation and (iii) the Code of Regulations, each as in effect at the Closing, in the form attached hereto as Exhibit C.

The obligations of the Company described in the foregoing clauses (i) through (iii) shall be conditions precedent to each Purchasers obligation to complete the purchase of the Securities as contemplated by this Agreement.

Each Purchaser acknowledges and agrees that the purchase of Securities by such Purchaser pursuant to the Offering is subject to all the terms and conditions set forth in this Agreement.

1.

Representations and Warranties of the Purchaser

Each Purchaser, severally and not jointly, hereby represents and warrants to the Company as of the date hereof and as of the Closing Date, and agrees with the Company as follows:

The Purchaser has carefully read this Agreement and the form of Warrant attached hereto as Exhibit D, and is familiar with and understands the terms of the Offering. The Purchaser has also carefully read and considered the Companys (a) Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (the 2005 Form 10-K), including, without limitation, the financial statements included therein and the sections therein entitled Item 1. Business, Item 1A. Risk Factors, and Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations, (b) Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006, June 30, 2006 and September 30, 2006, including, without limitation, the subsections of such Form 10-Q entitled Part I Item 1. Financial Statements, Part I Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations and Part II Item 1A. Risk Factors, (c) Current Reports on Form 8-K filed on February 17, 2006, May 1, 2006, May 10, 2006, August 11, 2006, September 7, 2006, October 10, 2006, November 13, 2006 and February 22, 2007, respectively and (d) Definitive Proxy Statement on Schedule 14A filed on April 28, 2006 (collectively, the items identified in subclauses (a) through (d) are referred to herein as the 2006 SEC Filings). In addition, the Purchaser has read and is familiar with the Companys unaudited financial statements for the quarter and year ended December 31, 2006 contained in the Companys Current Report on Form 8-K filed February 22, 2007 (the Q4 Financials), along with other information provided by the Company (this Agreement, the form of Warrant, the Transfer Agent Instructions and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement are, collectively, referred to herein as the Offering Documents). The Purchaser fully understands all of the risks related to the purchase of the Securities. The Purchaser has carefully considered and has discussed with the Purchasers professional legal, tax, accounting and financial advisors, to the extent the Purchaser has deemed necessary, the suitability of an investment in the Securities for the Purchasers particular tax and financial situation and has determined that the Securities being purchased by the Purchaser are a suitable investment for the Purchaser. The Purchaser recognizes that an investment in the Securities involves substantial risks, including the possible loss of the entire amount of such investment. The Purchaser further recognizes that the Company has broad discretion concerning the use and application of the proceeds from the Offering.

The Purchaser acknowledges that (i) the Purchaser has had the opportunity to request copies of any documents, records, and books pertaining to this investment and (ii) any such documents, records and books that the Purchaser requested have been made available for inspection by the Purchaser, the Purchasers attorney, accountant or other advisor(s). The Purchaser has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Securities.

The Purchaser and the Purchasers advisor(s) have had a reasonable opportunity to ask questions of and receive answers from representatives of the Company or persons acting on behalf of the Company concerning the Company, the Offering and the Securities and all such questions have been answered to the full satisfaction of the Purchaser.

Authority; Natural Person Purchaser. If the Purchaser is a natural person, the Purchaser has reached the age of majority in the state in which the Purchaser resides. The Purchaser has adequate means of providing for the Purchasers current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Securities for an indefinite period of time, has no need for liquidity in such investment and can afford a complete loss of such investment.

Experience of the Purchaser. The Purchaser has sufficient knowledge and experience in financial, tax and business matters to enable the Purchaser to utilize the information made available to the Purchaser in connection with the Offering, to evaluate the merits and risks of an investment in the Securities and to make an informed investment decision with respect to an investment in the Securities on the terms described in the Offering Documents. The Purchaser has independently evaluated the merits and risks of its decision to purchase Securities pursuant to the Offering Documents, and the Purchaser confirms that it has not relied on the advice of the Companys or any other Purchasers business and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Placement Agents, or any of their respective agents, counsel or affiliates in making its investment decision hereunder, and confirms that none of such persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Offering Documents.

Investment Intent. The Purchaser will not sell or otherwise transfer the Securities without registration under the Securities Act and applicable state securities laws or an applicable exemption therefrom. The Purchaser acknowledges that neither the offer nor sale of the Securities has been registered under the Securities Act or under the securities laws of any state. The Purchaser represents and warrants that the Purchaser is acquiring the Securities for the Purchasers own account, for investment purposes and not with a view toward resale or distribution within the meaning of the Securities Act, except pursuant to sales registered or exempted under the Securities Act. The Purchaser is acquiring the Securities in the ordinary course of business. The Purchaser has not offered or sold, the Securities being acquired nor does the Purchaser have any present intention of selling, distributing or otherwise disposing of such Securities either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstances in violation of the Securities Act. The Purchaser is aware that (i) the Securities are not currently eligible for sale in reliance upon Rule 144 promulgated under the Securities Act and (ii) the Company has no obligation to register the Securities purchased hereunder, except as provided in Section E hereof. By making these representations herein, the Purchaser is not making any representation or agreement to hold the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an available exemption to the registration requirements of the Securities Act.

Transfer Restrictions. The Purchaser understands that except as provided in Section E hereof: (i) The Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser shall have delivered to the Company an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Purchaser provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended, (or a successor rule thereto) (collectively, Rule 144); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the Securities and Exchange Commission (the SEC), thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan secured by the Securities to a financial institution that is an accredited investor under Rule 501(a) under the Securities Act. Such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Purchaser effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Offering Document, including, without limitation, this Section (B)(8); provided, that in order to make any sale, transfer or assignment of Securities, the Purchaser and its pledgee makes such disposition in accordance with or pursuant to a registration statement or an exemption under the Securities Act.

Legend. The Purchaser acknowledges that the certificates representing the Shares, the Warrants and, upon the exercise of the Warrants, the Common Shares issuable upon exercise of the Warrants (the Warrant Shares), shall bear any legend required by the securities laws of any state and be stamped or otherwise imprinted with a legend substantially in the following form:

[NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN] [THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (DTC), if, unless otherwise required by state securities laws, (i) such Securities are registered for resale under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel reasonably satisfactory to the Company, in a generally acceptable form, to the effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of the Securities Act and that such legend is no longer required, or (iii) such holder provides the Company with reasonable assurance that the Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A, and such holder delivers the legended Securities to the Company or the Companys transfer agent. If the Company shall fail for any reason or for no reason to issue to the holder of the Securities within three (3) Trading Days (as defined below) (after the occurrence of any of (i) through (iii) above, a certificate without such legend to the holder or to issue such Securities to such holder by electronic delivery at the applicable balance account at DTC, and if on or after such Trading Day the holder purchases (in an open market transaction or otherwise) Common Shares to deliver in satisfaction of a sale by the holder of such Securities that the holder anticipated receiving without legend from the Company (a Buy-In), then the Company shall, within three (3) Business Days after the holders request and in the holders discretion, either (i) pay cash to the holder in an amount equal to the holders total purchase price (including brokerage commissions, if any) for the Common Shares so purchased (the Buy-In Price), at which point the Companys obligation to deliver such unlegended Securities shall terminate, or (ii) promptly honor its obligation to deliver to the holder such unlegended Securities as provided above and pay cash to the holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of Common Shares, times (B) the Closing Bid Price (as defined in the Warrant) on the date of exercise.

Authority; Entity Purchaser. If this Agreement is executed and delivered on behalf of a partnership, corporation, trust, estate or other entity: (i) such partnership, corporation, trust, estate or other entity is duly organized and validly existing and has the full legal right and power and all authority and approval required (a) to execute and deliver this Agreement and all other instruments executed and delivered by or on behalf of such partnership, corporation, trust, estate or other entity in connection with the purchase of its Securities, and (b) to purchase and hold such Securities; (ii) the signature of the party signing on behalf of such partnership, corporation, trust, estate or other entity is binding upon such partnership, corporation, trust, estate or other entity; and (iii) such partnership, corporation, trust or other entity has not been formed for the specific purpose of acquiring such Securities, unless each beneficial owner of such entity is qualified as an accredited investor within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act and has submitted information to the Company substantiating such individual qualification.

Authority; Retirement Plan Purchaser. If the Purchaser is a retirement plan or is investing on behalf of a retirement plan, the Purchaser acknowledges that an investment in the Securities poses additional risks, including the inability to use losses generated by an investment in the Securities to offset taxable income.

Purchaser Questionnaire. The information contained in the purchaser questionnaire in the form of Exhibit E attached hereto (the Purchaser Questionnaire) delivered by the Purchaser in connection with this Agreement is complete and accurate in all material respects as of the date hereof and as of the Closing. The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D under the Securities Act on the basis indicated therein and is a resident of the jurisdiction set forth therein. The Purchaser is not required to be a registered broker-dealer under Section 15 of the Exchange Act. The information contained in the selling shareholder questionnaire in the form of Exhibit F attached hereto (the Selling Shareholder Questionnaire) delivered by the Purchaser in connection with this Agreement is complete and accurate in all material respects. The Purchaser will notify the Company promptly of any changes in any such information contained in such Purchasers Selling Shareholder Questionnaire until such time as the Purchaser has sold all of its Securities or until the Company is no longer required to keep the Registration Statement effective, except to the extent that such changed information is not required under the Securities Act to be disclosed in an amendment or supplement to the Registration Statement.

The Purchaser acknowledges that the Company will have the authority to issue Common Shares, in excess of those being issued in connection with the Offering, and that the Company may issue additional Common Shares from time to time. The issuance of additional Common Shares may cause dilution of the existing Common Shares and a decrease in the market price of such existing shares.

Placement Agent Acknowledgement. The Purchaser acknowledges that the Company has engaged the Placement Agents in connection with the Offering and, as consideration for its services, has agreed to pay the Lead Agent an aggregate cash commission equal to 5.2% of the gross proceeds resulting from the Offering, and the Co-Agent an aggregate cash commission equal to 1.3% of the gross proceeds resulting from the Offering, and to reimburse the Placement Agents for certain of their expenses incurred in connection with the Offering, and to issue warrants (the Placement Agent Warrants) to purchase an aggregate number of Common Shares equal to 1.5% of the aggregate Shares sold in the Offering. The Placement Agent Warrants will have a term of five years and will be exercisable at a price equal to $6.00.

Private Placement Exemption Reliance. The Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchasers compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Securities.

No Governmental Endorsement or Approval. The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

Compliance with Law. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Purchaser and shall constitute the legal, valid and binding obligations of such Purchaser enforceable against the Purchaser in accordance its terms.

No Conflicts. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of the Purchaser; or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Purchaser is a party; or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to the Purchaser, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Purchaser to perform its obligations hereunder.

No Control Share Purchase Intent. The purchase by the Purchaser of the Securities issuable to it at the Closing will not result in such Purchaser (individually or together with any other Person with whom such Purchaser has identified, or will have identified, itself as part of a group in a public filing made with the SEC involving the Companys securities) acquiring, or obtaining the right to acquire, in excess of 9.99% of the outstanding Common Shares or the voting power of the Company on a post transaction basis that assumes that the Closing shall have occurred. As of the Closing Date, such Purchaser does not presently intend to, alone or together with others, make a public filing with the SEC to disclose that it has (or that it together with such other Persons have) acquired, or obtained the right to acquire, as a result of the Closing (when added to any other securities of the Company that it or they then own or have the right to acquire), in excess of 9.99% of the outstanding Common Shares or the voting power of the Company on a post transaction basis that assumes that the Closing shall have occurred.

Brokers. Other than fees payable to the Placement Agents by the Company, the Purchaser has not entered into any agreement or arrangement that would entitle any broker or finder to compensation by the Company in connection with the sale of the Securities to such Purchaser.

Short Sales. Other than the transactions contemplated hereunder, the Purchaser has not, directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, executed any disposition, including Short Sales, in the securities of the Company since the earlier of the time that such Purchaser became aware of or was first contacted by the Company or the Placement Agents regarding an investment in the Company (such time, the Discussion Time). Such Purchaser covenants that neither it nor any Person acting on its behalf or pursuant to any understanding with it will engage in any transactions in the securities of the Company (including Short Sales) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. Short Sales include, without limitation, all short sales as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect share pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. Each Purchaser understands and acknowledges, that the SEC currently takes the position that coverage of Short Sales against the box prior to the Effective Date of the Registration Statement is a violation of Section 5 of the Securities Act, as set forth in Item 65, Section A, of the Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation Finance. Notwithstanding the foregoing, in the case of a Purchaser that is a multimanaged investment vehicle whereby separate portfolio managers manage separate portions of such Purchasers assets, the representation and covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this agreement.

 

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