Common use of Demand Registration Rights Clause in Contracts

Demand Registration Rights. (a) If the Company shall receive a written request (specifying that it is being made pursuant to this Section 3.1) from the Holders of at least fifty percent (50%) of the outstanding Registrable Securities (the "Initiating Holders") that the Company file a registration statement or similar document under the Securities Act covering the registration of at least fifty percent (50%) of the then outstanding Registrable Securities, or any lesser percentage if the anticipated aggregate offering proceeds, net of Selling Expenses, would be equal to or exceed $5,000,000, then the Company shall promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Securities that such Holders have requested, within 15 days after receipt of such written notice, to be registered under the Securities Act in accordance with this Section 3.1. Notwithstanding the foregoing, (1) the Company shall not be obligated to effect a registration pursuant to this Section 3.1, (i) during the period starting with the date ninety (90) days prior to the Company's estimated date of filing of, and ending on a date sixty (60) days following the effective date of, a registration statement pertaining to an underwritten public offering of the Company's securities, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made in good faith, or (ii) within the 12 month period following the closing of the initial underwritten public offering of the Company's Common Stock, or (iii) prior to the second anniversary of the closing date of the sale of Series B Preferred pursuant to the Series B Agreement, and (2) if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its Holders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed one hundred eighty (180) days; provided, however, that the Company shall not obtain such a deferral more than once in any 12-month period. The Company shall be obligated to effect not more than one registration pursuant to this Section 3.1; provided, however, a demand registration request shall not count as such until the registration statement to which it relates has been declared effective by the Securities and Exchange Commission ("SEC"), except that if, after it has been declared effective, such offering

Demand Registration Rights. (a) If Subject to the Company shall receive a written request (specifying that it is being made pursuant to provisions of this Section 3.1) from 1.1, at any time after the Holders of at least fifty percent (50%) of the outstanding Registrable Securities (the "Initiating Holders") that the Company file a registration statement or similar document under the Securities Act covering the registration of at least fifty percent (50%) of the then outstanding Registrable Securitiesdate hereof, Purchasers holding, or any lesser percentage if the anticipated aggregate offering proceedsentitled to hold upon conversion, net of Selling Expenses, would be equal to or exceed $5,000,000, then the Company shall promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Securities that such Holders have requested, within 15 days after receipt of such written notice, to be registered under the Securities Act in accordance with this Section 3.1. Notwithstanding the foregoing, (1) the Company shall not be obligated to effect a registration pursuant to this Section 3.1, (i) during the period starting with the date ninety (90) days prior to the Company's estimated date of filing of, and ending on a date sixty (60) days following the effective date of, a registration statement pertaining to an underwritten public offering of the Company's securities, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made in good faith, or (ii) within the 12 month period following the closing of the initial underwritten public offering less than 50% of the Company's Common Stock, no par value ("Common Stock"), issued or issuable upon conversion of the Senior Subordinated Convertible Pay-in-Kind Notes due September 1, 2005 (including such notes issued as PIK Notes and Remainder Notes, the "Notes"), issued by the Company to Purchasers pursuant to the Purchase Agreement may request registration for sale under the Securities Act of 1933 as amended (the "Act") of all or part of such Common Stock. The Company shall thereafter, as expeditiously as practicable, use its best efforts (i) to file with the Securities and Exchange Commission (the "SEC") under the Act, a registration statement on the appropriate form (using Form S-3 or other "short form," if available) covering all the shares of Common Stock specified in the demand request and (ii) to cause such registration statement to be declared effective. The Company shall not be required to comply with more than two (2) requests by Purchasers for demand registration pursuant to this Section 1.1(a). The Company shall not be required to effect a demand registration under the Act pursuant to Section 1.1(a) above if (i) the Company receives such request for registration within 120 days preceding the anticipated effective date of a proposed underwritten public offering of securities of the Company approved by the Company's Board of Directors prior to the Company's receipt of such request; (ii) within 180 days prior to any such request for registration, a registration of securities of the Company has been effected in which Purchasers had the right to participate pursuant to Section 1.2 hereof; or (iii) prior to the second anniversary of the closing date of the sale of Series B Preferred pursuant to the Series B Agreement, and (2) if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to of the Company reasonably determines in good faith that effecting such a demand registration at such time would have a material adverse effect upon a proposed sale of all (or its Holders for a registration statement to be filed in substantially all) the near future, then assets of the Company's obligation to use its best efforts to file , or a registration statement shall be deferred for a period not to exceed one hundred eighty (180) daysmerger, reorganization, recapitalization, or similar transaction materially affecting the capital structure or equity ownership of the Company; provided, however, that the Company shall not obtain such may only delay a deferral more than once in any 12-month period. The Company shall be obligated to effect not more than one demand registration pursuant to this Section 3.1; provided1.1(a)(iii) for a period not exceeding 90 days (or until such earlier time as such transaction is consummated or no longer proposed). The Company shall promptly notify Purchasers in writing of any decision not to effect any such request for registration pursuant to this Section 1.1(a), however, which notice shall set forth in reasonable detail the reason for such decision and shall include an undertaking by the Company promptly to notify Purchasers as soon as a demand registration request shall not count as such until the registration statement to which it relates has been declared effective by the Securities and Exchange Commission ("SEC"), except that if, after it has been declared effective, such offeringmay be effected.

Demand Registration Rights. (a) If the a. The Company shall receive covenants and agrees that at any time after January 1, 2003 and after receipt of a written request (specifying that it is being made pursuant to this Section 3.1a "Demand Registration Request") from the Holders holder(s) of Registrable Securities (as defined below) (together, the "Securityholders") constituting at least fifty percent (50%) of the outstanding Registrable Securities (the "Initiating Holders") that the Company file a registration statement or similar document under the Securities Act covering the registration of at least fifty percent (50%) of the on such date and then outstanding Registrable Securities, or any lesser percentage if the anticipated aggregate offering proceeds, net of Selling Expenses, would be equal to or exceed $5,000,000, then the Company shall promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Securities that such Holders have requested, within 15 days after receipt of such written notice, to be registered under the Securities Act eligible for inclusion in accordance with this Section 3.1. Notwithstanding the foregoing, (1) the Company shall not be obligated to effect a registration pursuant to this Section 3.110.1, stating that the Initiating Securityholders (ias defined below) during desire and intend to have the period starting with Company register (a "Demand Registration") all or a portion of the date ninety Registrable Securities held by them under such circumstances, the Company shall give notice (90the "Registration Notice") to all of the Securityholders within thirty (30) days prior to the Company's estimated date of filing of, and ending on a date sixty (60) days following the effective date of, a registration statement pertaining to an underwritten public offering of the Company's securitiesreceipt of such registration request, provided that and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is actively employing in good faith all sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that the Company's estimate of no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of filing such request a registration statement is made in good faithpursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, or (ii) within the 12 month period following the closing of the initial underwritten public offering of the Company's Common Stockfurther, or (iii) prior that, subject to the second anniversary of the closing date of the sale of Series B Preferred pursuant to the Series B Agreementfollowing sentence, and (2) if the Company shall furnish not be obligated to effect any such Holders registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a certificate signed by the President result of the Company stating that in the good faith judgment provisions of the Board final sentence of Directors it would be seriously detrimental to this Section 10.1(a), the Company or its Holders for a shall be obligated to effect one (1) additional registration statement pursuant to this Section 10.1. Furthermore, at any time that the Company shall be filed in the near future, then the Company's obligation to use its best efforts eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be deferred entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a period not delayed or continuous basis pursuant to exceed one hundred eighty Rule 415 under the Securities Act (180) daysa "Shelf Registration" and such request a "Shelf Registration Request"); provided, however, that the Company shall not obtain such a deferral more than once in any 12-month period. The Company shall be obligated to effect not no more than such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the right to request one registration pursuant to this Section 3.1; provided, however, a demand registration request shall not count as such until the registration statement to which it relates has been declared effective by the Securities and Exchange Commission ("SEC"1), except that if, after it has been declared effective, such offering

Demand Registration Rights. The Company covenants and agrees with Strasbourger and any other or subsequent Holders of the Registrable Securities (aas defined in paragraph (e) If the Company shall receive a of this Section 10) that, upon written request (specifying that it is being made pursuant to this Section 3.1of the then Holder(s) from the Holders of at least fifty percent (50%) a majority of the outstanding aggregate of the Registrable Securities (which were originally issued on the "Initiating Holders") that date hereof to Strasbourger or its designees, made at any time within the period commencing one year and ending five years after the Effective Date, the Company will file a registration statement or similar document under the Securities Act covering the registration of at least fifty percent (50%) of the then outstanding Registrable Securitiesas promptly as practicable and, or in any lesser percentage if the anticipated aggregate offering proceeds, net of Selling Expenses, would be equal to or exceed $5,000,000, then the Company shall promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Securities that such Holders have requestedevent, within 15 45 days after receipt of such written request, at its sole expense, no more than once, a post-effective amendment (the "Amendment") to the Registration Statement, or a new Registration Statement or a Regulation A Offering Statement (an "Offering Statement") under the Act, registering or qualifying the Registrable Securities for sale. Within fifteen (15) days after receiving any such notice, the Company shall give notice to be registered under the other Holders of the Registrable Securities Act in accordance advising that the Company is proceeding with this Section 3.1such Amendment, Registration Statement or Offering Statement and offering to include therein the Registrable Securities of such Holders. Notwithstanding the foregoing, (1) the The Company shall not be obligated to effect any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within ten (10) days thereafter. No other securities of the Company shall be entitled to be included in such Amendment, Registration Statement or Offering Statement. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment, Registration Statement or Offering Statement as promptly as practicable and for a period of two years thereafter to reflect in the Amendment, Registration Statement or Offering Statement financial statements which are prepared in accordance with Section 10(a)(3) of the Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the information set forth in the Amendment, Registration Statement or Offering Statement to enable any Holders of the Strasbourger Warrants to either sell such Strasbourger Warrants or to exercise such Strasbourger Warrants and sell Shares, or to enable any holders of Shares to sell such Shares, during said two-year period. The Holders may sell the Registrable Securities pursuant to the Amendment, Registration Statement or the Offering Statement without exercising the Strasbourger Warrants. If any registration pursuant to this Section 3.1, paragraph (ia) during the period starting with the date ninety (90) days prior to the Company's estimated date of filing of, and ending on a date sixty (60) days following the effective date of, a registration statement pertaining to is an underwritten public offering offering, the Holders of a majority of the Company's securities, provided that the Company is actively employing Registrable Securities to be included in good faith all reasonable efforts to cause such registration statement shall be entitled to become effective and that select the Company's estimate of the date of filing such registration statement is made in good faith, underwriter or managing underwriter (ii) within the 12 month period following the closing of the initial underwritten public offering of the Company's Common Stock, or (iii) prior to the second anniversary of the closing date of the sale of Series B Preferred pursuant to the Series B Agreement, and (2) if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment case of the Board a syndicated offering) of Directors it would be seriously detrimental to the Company or its Holders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed one hundred eighty (180) days; provided, however, that the Company shall not obtain such a deferral more than once in any 12-month period. The Company shall be obligated to effect not more than one registration pursuant to this Section 3.1; provided, however, a demand registration request shall not count as such until the registration statement to which it relates has been declared effective by the Securities and Exchange Commission ("SEC"), except that if, after it has been declared effective, such offering.

Demand Registration Rights. (ai) If In addition to the Company shall receive a written request (specifying that it is being made pursuant to this -------------------------- registration rights afforded by Section 3.11(a) from the Holders of above, at least fifty percent (50%) of the outstanding Registrable Securities any time commencing six months after November 26, 1997 (the "Initiating HoldersDemand Date") ), MSI shall be entitled to demand in writing that the Company file effect a registration statement or similar document under the Securities Act covering and under such state securities laws as MSI may reasonably request (provided that the Company shall not be required to consent to general service of process in any jurisdiction where it is not then so subject) in respect of all or part of the Registrable Securities held by MSI, provided that (A) such -------- ---- demand registration right shall apply only if the amount of Registrable Securities to be registered (1) constitutes at least 20% of the amount of Registrable Securities owned by MSI or (2) has an anticipated aggregate offering price (before underwriters' fees, com- missions and discounts) of at least fifty percent (50%) of the then outstanding Registrable Securities, or any lesser percentage if the anticipated aggregate offering proceeds, net of Selling Expenses, would be equal to or exceed $5,000,000, then the Company shall promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Securities that such Holders have requested, within 15 days after receipt of such written notice, to be registered under the Securities Act in accordance with this Section 3.1. Notwithstanding the foregoing20,000,000, (1B) the Company shall not be obligated to use its reasonable best efforts to cause to become effective a registration statement pursuant to this Section 1(b) until a period shall have elapsed from the effective date of the most recent previous registration statement under the Securities Act with respect to a public offering of equity securities of the Company (a "Prior Public Offering") equal to the greater of (1) 120 days and (2) the shortest period of any lockup of shareholders of the Company required by the lead managing underwriter of such Prior Public Offering (the "Holdback Period") and (C) if, while a registration request is pending pursuant to this Section 1(b), the Board of Directors of the Company makes a good faith determination that the filing or effectiveness of a registration statement would require the public disclosure of material information, the disclosure of which would adversely affect the Company, the Company shall not be required to effect a registration pursuant to this Section 3.1, (i1(b) during the period starting with the date ninety (90) days prior until such material information is dis- closed to the Company's estimated date of filing of, and ending on a date sixty (60) days following the effective date of, a registration statement pertaining to an underwritten public offering of the Company's securities, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made in good faith, or (ii) within the 12 month period following the closing of the initial underwritten public offering of the Company's Common Stock, or (iii) prior to the second anniversary of the closing date of the sale of Series B Preferred pursuant to the Series B Agreement, and (2) if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its Holders for a registration statement ceases to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed one hundred eighty (180) daysmaterial; provided, further, however, -------- ------- ------- that the foregoing delay shall in no event exceed 120 days. Notwithstanding the foregoing provisions of Section 1(b), the Company shall not obtain such a deferral more than once in any 12-month period. The Company shall be obligated to effect not more than one registration three registrations pursuant to this Section 3.1; provided, however, a demand registration request shall not count as such until the registration statement to which it relates has been declared effective by the Securities and Exchange Commission ("SEC"1(b)(i), except that if, after it has been declared effective, such offering.

Demand Registration Rights. The Company covenants and agrees with the Representative and any other or subsequent Holders of the Registrable Securities (aas defined in paragraph (f) If of this Section 10) that, subject to the Company shall receive a availability of audited financial statements complying with Regulation S-X under the Act, upon written request (specifying that it is being made pursuant to this Section 3.1of the then Holder(s) from the Holders of at least fifty percent (50%) a majority of the outstanding Registrable Securities (Warrants or the "Initiating Holders") that the Company file a registration statement or similar document under the Securities Act covering the registration of at least fifty percent (50%) of the then outstanding Registrable Securities, or both, which were originally issued to the Representative or its designees, made at any lesser percentage if time within the anticipated aggregate offering proceedsperiod commencing one year and ending five years after the Effective Date, net of Selling Expenses, would be equal to or exceed $5,000,000, then the Company shall will file as promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Securities that such Holders have requestedas practicable and, in any event, within 15 60 days after receipt of such written request, at its expense (other than the fees of counsel and sales commissions for such Holders), no more than once, a post-effective amendment (the "Amendment") to the Registration Statement, or a new registration statement under the Act, registering or qualifying the Registrable Securities for sale. Within fifteen (15) days after receiving any such notice, the Company shall give notice to be registered under the other Holders of the Registrable Securities Act in accordance advising that the Company is proceeding with this Section 3.1such Amendment, registration statement and offering to include the Registrable Securities of such Holders. Notwithstanding the foregoing, (1) the The Company shall not be obligated to effect a registration pursuant any other such Holder unless that other Holder accepts such offer by notice in writing to this Section 3.1, the Company within ten (i) during the period starting with the date ninety (9010) days prior thereafter. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to the Company's estimated date of filing of, file and ending on a date sixty (60) days following the effective date of, a registration statement pertaining to an underwritten public offering of the Company's securities, provided that the Company is actively employing in good faith all reasonable efforts to cause such Amendment or registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made as promptly as practicable (but in good faith, or (ii) no event within the 12 month period following the closing 90 days of the initial underwritten public offering filing of such Amendment or registration statement) and for a period of 24 months thereafter to reflect in the Amendment or registration statement financial statements which are prepared in accordance with Section 10(a)(3) of the Company's Common StockAct and any facts or events arising that, individually, or (iii) prior to the second anniversary of the closing date of the sale of Series B Preferred pursuant to the Series B Agreement, and (2) if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of aggregate, represent a fundamental or material change in the Board of Directors it would be seriously detrimental to information set forth in the Company Amendment or its Holders for a registration statement to be filed in enable any Holders of the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed one hundred eighty (180) days; provided, however, that the Company shall not obtain such a deferral more than once in any 12-month period. The Company shall be obligated to effect not more than one registration pursuant to this Section 3.1; provided, however, a demand registration request shall not count as such until the registration statement to which it relates has been declared effective by the Securities and Exchange Commission ("SEC"), except that if, after it has been declared effective, such offeringWarrants

Demand Registration Rights. (a) If The Company covenants and agrees with Cruttenden and any subsequent Holders of the Company shall receive Warrants and/or Warrant Shares that, on one occasion, within 60 days after receipt of a written request (specifying that it is being made from Cruttenden or from Holders of more than 25% in interest of the aggregate of Warrants and/or Warrant Shares issued pursuant to this Section 3.1) from the Agreement that Cruttenden or such Holders of at least fifty percent (50%) the Warrants and/or Warrant Shares desires and intends to transfer more than 25% in interest of the outstanding Registrable Securities (aggregate number of the "Initiating Holders") Warrants and/or Warrant Shares under such circumstances that a public offering, within the meaning of the Act, will be involved, the Company shall, on that one occasion, file a registration statement or similar document under the Securities Act covering the registration of at least fifty percent (50%) of the then outstanding Registrable Securities, or any lesser percentage if the anticipated aggregate offering proceeds, net of Selling Expenses, would be equal to or exceed $5,000,000, then the Company shall promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Securities that such Holders have requested, within 15 days after receipt of such written notice, to be registered under the Securities Act in accordance with this Section 3.1. Notwithstanding the foregoing, (1) the Company shall not be obligated to effect a registration pursuant to this Section 3.1, (i) during the period starting with the date ninety (90) days prior to the Company's estimated date of filing of, and ending on a date sixty (60) days following the effective date of, a registration statement pertaining to an underwritten public offering of the Company's securities, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that under the Act at the Company's estimate expense) with respect to the offering and sale or other disposition of the date of filing such registration statement is made in good faith, or Warrant Shares (ii) within the 12 month period following the closing of the initial underwritten public offering of the Company's Common Stock, or (iii) prior to the second anniversary of the closing date of the sale of Series B Preferred pursuant to the Series B Agreement, and (2) if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its Holders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed one hundred eighty (180) days"Offered Warrant Shares"); provided, however, that the Company shall have no obligation to comply with the foregoing provisions of this Section 15.1 if in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders, from whom such written requests have been received, registration under the Act is not obtain required for the transfer of the Offered Warrant Shares in the manner proposed by such person or persons or that a deferral post-effective amendment to an existing registration statement would be legally sufficient for such transfer (in which latter event the Company shall promptly file such post-effective amendment (and use its best efforts to cause such amendment to become effective under the Act)). Notwithstanding the foregoing, the Company shall not be obligated to file a registration statement with respect to the Offered Warrant Shares on more than once one occasion. The Company may defer the preparation and filing of a registration statement for up to 90 days after the request for registration is made if the Board of Directors determines in good faith that such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending transaction by the Company, including without limitation a material financing or a corporate reorganization, or during any 12-month periodperiod of time in which the Company is in possession of material inside information concerning the Company or its securities, which information the Company determines in good faith is not ripe for disclosure. The Company shall not honor any request to register Warrant Shares pursuant to this Section 15.1 received later than five (5) years from the effective date of the Company's Registration Statement on Form SB-2 (File No. 333-__________) (the "Effective Date"). The Company shall not be required (i) to maintain the effectiveness of the registration statement beyond the earlier to occur of 90 days after the effective date of the registration statement or the date on which all of the Offered Warrant Shares have been sold (the "Termination Date"); provided, however, that if at the Termination Date the Offered Warrant Shares are covered by a registration statement which also covers other securities and which is required to remain in effect beyond the Termination Date, the Company shall maintain in effect such registration statement as it relates to Offered Warrant Shares for so long as such registration statement (or any substitute registration statement) remains or is required to remain in effect for any such other securities, or (ii) to cause any registration statement with respect to the Warrant Shares to become effective prior to the Initiation Date. All expenses of registration pursuant to this Section 15.1 shall be borne by the Company (excluding underwriting discounts and commissions on Warrant Shares not sold by the Company). The Company shall be obligated to effect not more than one registration pursuant to this Section 3.1; provided, however, a demand registration request shall not count as such until 15.1 to include in the registration statement Warrant Shares that have not yet been purchased by a Holder of Warrants so long as such Holder of Warrants submits an undertaking to which it relates has been declared effective by the Securities and Exchange Commission ("SEC"), except Company that if, after it has been declared effectivesuch Holder intends to exercise Warrants representing the number of Warrant Shares to be included in such registration statement prior to the consummation of the public offering with respect to such Warrant Shares. In addition, such offeringHolder of Warrants is permitted to pay the Company the Warrant Price for such Warrant Shares upon the consummation of the public offering with respect to such Warrant Shares.

Demand Registration Rights. (a) If The Company covenants and agrees with the Company shall receive Representatives and any subsequent Holders of the Warrants and/or Warrants Shares that, on one occasion, within 60 days after receipt of a written request (specifying that it is being made from the Representatives or from Holders of more than 25% in interest of the aggregate of Warrants and/or Warrant Shares issued pursuant to this Section 3.1) from Agreement that the Representatives or such Holders of at least fifty percent (50%) the Warrants and/or Warrant Shares desires and intends to transfer more than 25% in interest of the outstanding Registrable Securities (aggregate number of the "Initiating Holders") Warrants and/or Warrant Shares under such circumstances that a public offering, within the meaning of the Act, will be involved, the Company shall, on that one occasion, file a registration statement or similar document under the Securities Act covering the registration of at least fifty percent (50%) of the then outstanding Registrable Securities, or any lesser percentage if the anticipated aggregate offering proceeds, net of Selling Expenses, would be equal to or exceed $5,000,000, then the Company shall promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Securities that such Holders have requested, within 15 days after receipt of such written notice, to be registered under the Securities Act in accordance with this Section 3.1. Notwithstanding the foregoing, (1) the Company shall not be obligated to effect a registration pursuant to this Section 3.1, (i) during the period starting with the date ninety (90) days prior to the Company's estimated date of filing of, and ending on a date sixty (60) days following the effective date of, a registration statement pertaining to an underwritten public offering of the Company's securities, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that under the Act at the Company's estimate expense) with respect to the offering and sale or other disposition of the date of filing such registration statement is made in good faith, or Warrant Shares (ii) within the 12 month period following the closing of the initial underwritten public offering of the Company's Common Stock, or (iii) prior to the second anniversary of the closing date of the sale of Series B Preferred pursuant to the Series B Agreement, and (2) if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its Holders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed one hundred eighty (180) days"Offered Warrant Shares"); provided, however, that the Company shall have no obligation to comply with the foregoing provisions of this Section 15.1 if in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders, from whom such written requests have been received, registration under the Act is not obtain required for the transfer of the Offered Warrant Shares in the manner proposed by such person or persons or that a deferral post-effective amendment to an existing registration statement would be legally sufficient for such transfer (in which latter event the Company shall promptly file such post-effective amendment (and use its best efforts to cause such amendment to become effective under the Act)). Notwithstanding the foregoing, the Company shall not be obligated to file a registration statement with respect to the Offered Warrant Shares on more than once one occasion. The Company may defer the preparation and filing of a registration statement for up to 90 days after the request for registration is made if the Board of Directors determines in good faith that such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending transaction by the Company, including without limitation a material financing or a corporate reorganization, or during any 12-month periodperiod of time in which the Company is in possession of material inside information concerning the Company or its securities, which information the Company determines in good faith is not ripe for disclosure. The Company shall not honor any request to register Warrant Shares pursuant to this Section 15.1 received later than five (5) years from the effective date of the Company's Registration Statement on Form S-1 (File No. 333-________) (the "Effective Date"). The Company shall not be required (i) to maintain the effectiveness of the registration statement beyond the earlier to occur of 90 days after the effective date of the registration statement or the date on which all of the Offered Warrant Shares have been sold (the "Termination Date"); provided, however, that if at the Termination Date the Offered Warrant Shares are covered by a registration statement which also covers other securities and which is required to remain in effect beyond the Termination Date, the Company shall maintain in effect such registration statement as it relates to Offered Warrant Shares for so long as such registration statement (or any substitute registration statement) remains or is required to remain in effect for any such other securities, or (ii) to cause any registration statement with respect to the Warrant Shares to become effective prior to the Initiation Date. All expenses of registration pursuant to this Section 15.1 shall be borne by the Company (excluding underwriting discounts and commissions on Warrant Shares not sold by the Company). The Company shall be obligated to effect not more than one registration pursuant to this Section 3.1; provided, however, a demand registration request shall not count as such until 15.1 to include in the registration statement Warrant Shares that have not yet been purchased by a Holder of Warrants so long as such Holder of Warrants submits an undertaking to which it relates has been declared effective by the Securities and Exchange Commission ("SEC"), except Company that if, after it has been declared effectivesuch Holder intends to exercise Warrants representing the number of Warrant Shares to be included in such registration statement prior to the consummation of the public offering with respect to such Warrant Shares. In addition, such offeringHolder of Warrants is permitted to pay the Company the Warrant Price for such Warrant Shares upon the consummation of the public offering with respect to such Warrant Shares.

Demand Registration Rights. If, at any time during the period commencing on the Issue Date and ending five (a5) If years thereafter, the Company shall receive a written request (specifying that it is being made pursuant to this Section 3.1a "Request"), from Holders who in the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) from the Holders of at least fifty percent (50%) a majority of the outstanding total number of shares of Common Stock then included (or which upon such exercise would be included) in the Registrable Securities (the "Initiating Majority Holders") that ), to register the Company file a registration statement sale of all or similar document under the Securities Act covering the registration part of at least fifty percent (50%) of the then outstanding such Registrable Securities, or any lesser percentage if the anticipated aggregate offering proceeds, net of Selling Expenses, would be equal to or exceed $5,000,000, then the Company shall shall, as promptly notify all other Holders of such request as practicable, prepare and shall use its best efforts to cause all Registrable Securities that such Holders have requested, within 15 days after receipt of such written notice, to be registered under the Securities Act in accordance file with this Section 3.1. Notwithstanding the foregoing, (1) the Company shall not be obligated to effect a registration pursuant to this Section 3.1, (i) during the period starting with the date ninety (90) days prior to the Company's estimated date of filing of, and ending on a date sixty (60) days following the effective date of, a registration statement pertaining to an underwritten public offering of the Company's securities, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made in good faith, or (ii) within the 12 month period following the closing of the initial underwritten public offering of the Company's Common Stock, or (iii) prior to the second anniversary of the closing date of the sale of Series B Preferred pursuant to the Series B Agreement, and (2) if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its Holders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed one hundred eighty (180) days; provided, however, that the Company shall not obtain such a deferral more than once in any 12-month period. The Company shall be obligated to effect not more than one registration pursuant to this Section 3.1; provided, however, a demand registration request shall not count as such until the registration statement to which it relates has been declared effective by the Securities and Exchange Commission ("SEC") a registration statement sufficient to permit the public offering and sale of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company shall only be obligated to register Registrable Securities on two (2) occasions pursuant to this Section 8(b). Within five (5) business days after receiving any request contemplated by this Section 8(b), except the Company shall give written notice to all the other Holders, advising each of them that ifthe Company is proceeding with such registration and offering to include therein all or any portion of any such other Holder's Registrable Securities, provided that the Company received a written request to do so from such Holder within thirty (30) days after receipt by him or it of the Company's notice. Notwithstanding anything contained in this Section 8(b) to the contrary: ( i ) no person may make a Request that the Company file, nor shall the Company be obligated to file, a registration statement on any date that is within ninety (90) days of the effective date of any registration Statement filed by the Company and pursuant to which such person was given full "piggyback" registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities' requested to be included therein; and (ii) the Company may delay the registration of the securities to which a Request relates if upon receipt of such Request (A) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the Request that the Board of Directors of the Company has determined that a material event has occurred that has nor been declared effectivepublicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case of clause (ii)(A) of this paragraph, the Company shall, as soon as practical, upon the first to occur of the abandonment of such offeringcontemplated registration statement or the expiration of such ninety (90) day period, register me securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the request unless such request is withdrawn.

Demand Registration Rights. (ai) If The Company covenants and agrees with the Company shall receive a written request (specifying that it is being made pursuant to this Section 3.1) from the Agent and any other or subsequent Holders of at least fifty percent (50%) of the outstanding Registrable Securities (as defined in paragraph (f) of this Section 10) that, upon the "Initiating Holders") that the Company file a registration statement or similar document under the Securities Act covering the registration of at least fifty percent (50%) written request of the then outstanding Holder(s) of Warrants, Registrable SecuritiesSecurities or both, representing at least a majority of the shares of Common Stock underlying the Warrants originally issued in the aggregate to the Agent or its designees, made at any lesser percentage if time before the anticipated aggregate offering proceedsWarrant Expiration Date, net of Selling Expenses, would be equal to or exceed $5,000,000, then the Company shall will file as promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Securities that such Holders have requestedas practicable and, in any event, within 15 sixty (60) days after receipt of such written noticerequest, at its expense (other than (x) all underwriters', broker-dealers', placement agents' and similar selling discounts, commissions and fees relating to the sale of the Holder's Registrable Securities, (y) any costs and expenses of counsel, accountants or other advisors retained by the Holder and (z) all transfer, franchise, capital stock and other taxes, if any, applicable to the Holder's Registrable Securities (collectively, "Holders' Expenses"), all of which shall be registered paid by the Holder), no more than once (except as otherwise provided below), a registration statement on Form S-1, X-0 xx a successor form under the Act, registering or qualifying the Registrable Securities Act for sale in accordance with this Section 3.1the intended method of sale or other disposition described in such request. Notwithstanding Within fifteen (15) days after receiving any such notice, the foregoing, (1) Company shall give notice to the other Holders of the outstanding Warrants or Registrable Securities advising that the Company is proceeding with such registration statement and offering to include the Registrable Securities of such Holders. The Company shall not be obligated to effect a registration pursuant any other such Holder unless that other Holder accepts such offer by notice in writing to this Section 3.1, the Company within twenty (i) during the period starting with the date ninety (9020) days prior thereafter. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to the Company's estimated date of filing of, file and ending on a date sixty (60) days following the effective date of, a registration statement pertaining to an underwritten public offering of the Company's securities, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made as promptly as practicable (but in good faith, or any event within ninety (ii90) within the 12 month period following the closing days of the initial underwritten public offering filing of such registration statement) and for a period of twelve (12) months thereafter to reflect in the registration statement financial statements prepared in accordance with Section 10(a)(3) of the Company's Common StockAct and any facts or events arising that, individually, or (iii) prior in the aggregate, represent a fundamental or material change in the information set forth in the registration statement to the second anniversary enable Holders of the closing date of Registrable Securities registered to sell such Registrable Securities. The Holders may register the Registrable Securities for sale of Series B Preferred pursuant to the Series B Agreement, and (2) if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its Holders for a registration statement to be filed in without exercising the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed one hundred eighty (180) days; provided, however, that the Company shall not obtain such a deferral more than once in Warrants. If any 12-month period. The Company shall be obligated to effect not more than one registration pursuant to this Section 3.1; providedparagraph (a) is an underwritten offering, however, the Holders of a demand majority of the Registrable Securities to be included in such registration request shall not count as such until be entitled to select the registration statement to which it relates has been declared effective by underwriter or managing underwriter (in the Securities and Exchange Commission ("SEC"), except that if, after it has been declared effective, case of a syndicated offering) of such offering.

Demand Registration Rights. At any time on or after the date hereof, but not more than once, the holders of Shares that have not had their registration rights hereunder lapse as set forth in Section 9 hereof (athe "Registrable Securities") If representing not less than 33 1/3% of the Registrable Securities may deliver to the Company shall receive one written demand that the Company effect a written request (specifying that it is being made pursuant to this Section 3.1) from registration under the Holders Securities Act of at least fifty percent (50%) the greater of 30% of the outstanding Registrable Securities or Registrable Securities with an aggregate price to the public of not less than $2,000,000.00 for the purpose of sale in the manner specified in such demand. Such demand shall also specify the number of Registrable Securities that such holders wish to have so registered. The Company shall, within 10 days of receipt of such demand, give written notice to all other holders of Registrable Securities of such demand. Any such holder may, within 30 days of its receipt of such notice from the Company, give a written notice (the "Initiating HoldersInclusion Notice") that to the Company specifying the number of Registrable Securities which such holder wishes to include in such registration. The Company shall prepare and file a registration statement or similar document under on any available form of registration statement, for the Securities Act covering the registration of at least fifty percent (50%) public sale of the then outstanding Registrable Securities, or any lesser percentage if the anticipated aggregate offering proceeds, net of Selling Expenses, would be equal to or exceed $5,000,000, then the Company shall promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Securities that such Holders have requested, within 15 days after receipt of such written notice, to be registered under the Securities Act are identified in and in accordance with this Section 3.1. Notwithstanding the foregoingdemand and all Inclusion Notices as soon as practicable; provided, (1) the Company shall not be obligated to effect a registration pursuant to this Section 3.1however, (i) during the period starting with the date ninety (90) days prior to the Company's estimated date of filing of, and ending on a date sixty (60) days following the effective date of, a registration statement pertaining to an underwritten public offering of the Company's securities, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made in good faith, or (ii) within the 12 month period following the closing of the initial underwritten public offering of the Company's Common Stock, or (iii) prior to the second anniversary of the closing date of the sale of Series B Preferred pursuant to the Series B Agreement, and (2) if the Company shall furnish to such Holders the holders of Registrable Securities (the "Holders") a certificate signed by the Chairman or President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company or its Holders for a registration statement to be filed in the near futurefiled, then the Company's obligation to use its best efforts to file a registration statement shall be deferred once for a reasonable period not to exceed one hundred eighty 180 days from the date of such request. Upon written notice from the Company to the Holders delivered within 30 days of a demand to register Registrable Securities under this Section 1, the Holders' right to demand registration pursuant to this Section 1 shall be suspended during the period commencing 90 days before the date estimated in writing by the Company to be the date of filing of a registration statement, and ending six months following the effective date (180or withdrawal date) days; providedof a registration statement, for an underwritten public offering of the Common Stock. All Holders proposing to distribute securities through any such registration shall enter into an underwriting agreement with the managing or lead managing underwriter in the form customarily used by such underwriter with such changes thereto as the parties thereto shall agree. If any Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing or lead managing underwriter. Any Registrable Securities so withdrawn from such underwriting shall be withdrawn from such registration. Whenever a registration is demanded pursuant to this Section 1, unless a managing or lead managing underwriter objects thereto, the Company may include in such registration securities for offering by the Company and any other holder of securities, it being understood, however, that the Company shall not obtain Company's and such a deferral more than once other holder's right of inclusion in any 12-month period. The Company such registration shall be obligated subordinate to, and not pari passu with, the rights of the Holder who delivers such demand or deliver to effect not more than one registration pursuant to the Company Inclusion Notices under this Section 3.1; provided1. If the managing underwriter thereof determines that the total number of shares of the Common Stock to be sold in such offering shall be limited due to market conditions or otherwise, however, a demand registration request the reduction in the total number of shares offered shall not count as such until the registration statement to which it relates has been declared effective be made by the Securities and Exchange Commission ("SEC"), except that if, after it has been declared effective, such offeringfirst excluding any shares of

Demand Registration Rights. (a) If At any time after the Company shall receive a written request (specifying that it is being made pursuant to this Section 3.1) from date hereof but excluding the Holders of at least fifty percent (50%) of the outstanding Registrable Securities (the "Initiating Holders") that the Company file a period beginning December 1 and ending March 1 in any year, Purchasers may request, in writing, registration statement or similar document for sale under the Securities Act covering of 1933, as amended (the registration "Act"), of all or at least fifty percent (50%) 500,000 shares of the then outstanding Registrable SecuritiesCommon Stock, or any lesser percentage if the anticipated aggregate offering proceedspar value $0.10 per share, net of Selling Expenses, would be equal to or exceed $5,000,000, then the Company (the "Shares") then held by Purchasers or issuable to Purchasers upon exercise of the Warrants of even date herewith, issued by the Company to Purchasers pursuant to the Debenture Purchase Agreements. The Company shall promptly notify all other Holders of such request and shall thereafter, as expeditiously as practicable, use its reasonable best efforts to cause all Registrable Securities that such Holders have requested, within 15 days after receipt of such written notice, to be registered under the Securities Act in accordance with this Section 3.1. Notwithstanding the foregoing, (1) the Company shall not be obligated to effect a registration pursuant to this Section 3.1, (i) during the period starting to prepare and file with the date ninety Securities and Exchange Commission (90the "SEC") days prior to under the Company's estimated date of filing of, and ending on a date sixty (60) days following the effective date ofAct, a registration statement pertaining to an underwritten public offering on the appropriate form (using Form S-3 or other "short form," if available and advised by counsel) covering all of the Company's securitiesShares specified in the demand request, provided that within 60 days after the Company is actively employing date of such request (45 days in good faith all reasonable efforts the case of a Form S-3) and (ii) to cause such registration statement to become effective and that be declared effective. The Purchasers shall select the Company's estimate underwriter of the date of filing such any offering pursuant to a registration statement is made in good faithfiled pursuant to this Section 1.1, or (ii) within subject to the 12 month period following the closing of the initial underwritten public offering approval of the Company's Common Stock, or (iii) prior to the second anniversary of the closing date of the sale of Series B Preferred pursuant to the Series B Agreement, and (2) if the Company which approval shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would not be seriously detrimental to the Company or its Holders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement unreasonably withheld. Any selected underwriter shall be deferred for a period not to exceed one hundred eighty (180) days; provided, however, that the Company shall not obtain such a deferral more than once well-recognized firm in any 12-month periodgood standing. The Company shall not be obligated required to effect not comply with more than one (1) request by Purchasers for demand registration ("Demand Registration") pursuant to this Section 3.1; provided, however, a 1.1. A demand registration request shall not count as such until the a registration statement to which it relates has been declared effective by the Securities and Exchange Commission ("SEC")becomes effective; provided, except that if, after it has been declared become effective, the offering pursuant to the registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental authority, such offeringregistration be deemed not to have been effected unless such stop order, injunction or other order shall subsequently have been vacated or otherwise removed.

Demand Registration Rights. The Company covenants and agrees with the Representatives and any other or subsequent Warrant Holder(s) or registered holder(s) of Shares or registered holder(s) of other securities for which the Representatives' Warrants become exercisable (acollectively, the "Holders" and each a "Holder") If the Company shall receive a that, upon written request (specifying that it is being made pursuant to this Section 3.1) from the Holders of at least fifty percent (50%) of the outstanding Registrable Securities (the a "Initiating HoldersRegistration Request") that the Company file a registration statement or similar document under the Securities Act covering the registration of at least fifty percent (50%) of the then outstanding Registrable SecuritiesHolder(s) of at least a majority of the securities issued and issuable pursuant to the Representatives' Warrants, including Shares or other securities for which the Representatives' Warrants become exercisable, if issued, made at any lesser percentage if time within the anticipated aggregate offering proceedsperiod commencing on the first anniversary of the Effective Date and ending at the Close of Business on the date immediately preceding the fifth anniversary of the Effective Date, net of Selling Expenses, would be equal to or exceed $5,000,000, then the Company shall promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Securities that such Holders have requestedwill file as soon as practicable and, in any event, within 15 45 days after receipt of such written request, at its sole expense, no more than once, and at the Holders' expense, no more than once, a registration statement or a Regulation A offering statement (as requested by the Holders) registering or qualifying the Shares or other securities for which the Representatives' Warrants become exercisable for sale. Within 15 days after receiving any such notice, the Company shall give notice to be registered under the Securities Act in accordance other Holders advising that the Company is proceeding with this Section 3.1such registration statement or Regulation A offering statement and offering to include therein the Shares or other securities for which the Representatives' Warrants become exercisable of such Holders. Notwithstanding the foregoing, (1) the The Company shall not be obligated to effect any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within 10 days after receipt of such notice from the Company. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such registration statement or Regulation A offering statement as promptly as practicable and for a period of two years thereafter to reflect in the registration statement or Regulation A offering statement financial statements which are prepared in accordance with Section 10(a)(3) of the Act and any facts or events arising that, individually or in the aggregate, represent a fundamental or material change in the information set forth in the registration statement or Regulation A offering statement. If any registration pursuant to this Section 3.1paragraph (a) is an underwritten offering, the Company will select an underwriter (ior managing underwriter if such offering should be syndicated) during approved by the period starting with Holders of a majority of the date ninety (90) days prior Representatives' Warrants or Shares or other securities for which the Representatives' Warrants become exercisable to be included in such registration. Notwithstanding the Company's estimated date foregoing, the Company may postpone the filing of filing of, and ending on a date sixty (60) days following the effective date of, a such registration statement pertaining to an underwritten public or offering statement for a reasonable period of time after receipt of the original written Registration Request (not exceeding 90 days) if, in the good faith opinion of the Company's securitiesBoard of directors, provided that effecting the registration would adversely affect a material or other comparable transaction or would require the Company is actively employing to make public disclosure of information the public disclosure of which would have a material adverse effect upon the Company. Further, the Company may include in good faith all reasonable efforts to cause such registration statement to become effective and that the Company's estimate other securities of the date same class as the Shares for sale for its own account or for the account of filing such registration statement is made in good faith, or (ii) within the 12 month period following the closing of the initial underwritten public offering of the Company's Common Stock, or (iii) prior to the second anniversary of the closing date of the sale of Series B Preferred pursuant to the Series B Agreement, and (2) if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its Holders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed one hundred eighty (180) days; provided, however, that the Company shall not obtain such a deferral more than once in any 12-month period. The Company shall be obligated to effect not more than one registration pursuant to this Section 3.1; provided, however, a demand registration request shall not count as such until the registration statement to which it relates has been declared effective by the Securities and Exchange Commission ("SEC"), except that if, after it has been declared effective, such offeringother person.

Demand Registration Rights. Pursuant to the provisions of Section 18.1 of the Agreement, each of Koor or Clal (aeach, the “Exercising Shareholder”) If may request in writing that all or part (but in any event, no less than a number of shares representing a market value of at least 15$ million United States Dollars) of the Company shares it holds in ECI (the “Shares”) shall receive be registered with the Securities and Exchange Commission pursuant to a registration statement under the U.S. Securities Act of 1933, as amended, and the regulations promulgated thereunder (the “Act”). ECI will within twenty (20) days after receipt of any such request give written notice of the proposed registration, and any related qualification or compliance, to the other Exercising Shareholders, and include in such registration all Shares held by such Exercising Shareholder if it wishes to participate in such registration and provides ECI with written requests for inclusion therein within fifteen (15) days after the receipt of ECI’s notice. Thereupon, ECI shall effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Exercising Shareholder’s Shares as are specified in such request, together with all or such portion of the Shares of any other Exercising Shareholder joining in such request as are specified in a written request given within fifteen (specifying that it is being made pursuant to this Section 3.115) from the Holders of at least fifty percent (50%) of the outstanding Registrable Securities (the "Initiating Holders") that the Company file a registration statement or similar document under the Securities Act covering the registration of at least fifty percent (50%) of the then outstanding Registrable Securities, or any lesser percentage if the anticipated aggregate offering proceeds, net of Selling Expenses, would be equal to or exceed $5,000,000, then the Company shall promptly notify all other Holders days after receipt of such request written notice from ECI. ECI shall as soon as practicable, and in any event shall use its best efforts to cause all Registrable Securities that such Holders have requested, effect within 15 90 days after of the receipt of such written noticerequest, the registration of all Shares as to be registered under which it has received a request for registration for trading on the Securities Act in accordance with this Section 3.1. Notwithstanding the foregoingsecurities exchange, (1) the Company provided, however, that ECI shall not be obligated required to effect any registration under this Exhibit within a registration pursuant to this Section 3.1, period of one hundred and twenty (i) during the period starting with the date ninety (90) days prior to the Company's estimated date of filing of, and ending on a date sixty (60120) days following the effective date ofof any previous registration. Notwithstanding any other provision of this Exhibit, if the registration effected under this Exhibit is an underwritten registration, and the managing underwriter in such registration advises ECI and the Exercising Shareholder(s) in writing that marketing factors require a limitation of the number of shares to be underwritten, then there shall be excluded from such registration and underwriting to the extent necessary to satisfy such limitation, any of the Shares. In the event both Koor and Clal exercise their Registration Rights simultaneously, such underwriter cutbacks shall be applied to both, pro-rata to their respective holdings in ECI at such time. ECI shall not cause any other registration of securities for sale for its own account (other than a registration statement pertaining effected solely to implement an underwritten public offering of the Company's securities, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement employee benefit plan) to become effective and that less than one hundred twenty (120) days after the Company's estimate of the effective date of filing such any registration statement is made in good faith, or (ii) within the 12 month period following the closing of the initial underwritten public offering of the Company's Common Stock, or (iii) prior to the second anniversary of the closing date of the sale of Series B Preferred requested pursuant to the Series B Agreement, and (2) if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its Holders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed one hundred eighty (180) days; provided, however, that the Company this Exhibit. ECI shall not obtain such a deferral more than once in any 12-month period. The Company shall be obligated required to effect not complete more than one (1) registration pursuant to under this Section 3.1; provided, however, a demand Exhibit for Clal and one (1) registration request shall not count as such until the registration statement to which it relates has been declared effective by the Securities and Exchange Commission ("SEC"), except that if, after it has been declared effective, such offeringfor Koor.

Demand Registration Rights. (a) If Subject to the Company shall receive a written request (specifying that it is being made pursuant to provisions of this Section 3.1) from 1.1, and conditioned upon obtaining the Holders of Approval, at least fifty percent (50%) any time after January 6, 2004, Nominee shall have a one-time right to demand, by written notice to the Company, on behalf of the outstanding Registrable Securities (the "Initiating then Holders") that the Company file a registration statement or similar document under the Securities Act covering , the registration of at least fifty percent (50%) all or part of the then outstanding Registrable Securities, or any lesser percentage if the anticipated aggregate offering proceeds, net of Selling Expenses, would be equal to or exceed $5,000,000, then the Company shall promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Securities that such Holders have requestedand, within 15 days after upon receipt of such written notice, to be registered under the Securities Act in accordance with this Section 3.1. Notwithstanding the foregoing, (1) the Company shall not be obligated to effect a registration pursuant to this Section 3.1shall, (i) during the period starting with the date ninety (90) days prior to the Company's estimated date of filing ofas expeditiously as practicable, and ending on a date sixty (60) days following the effective date of, a registration statement pertaining to an underwritten public offering of the Company's securities, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made in good faith, or (ii) within the 12 month period following the closing of the initial underwritten public offering of the Company's Common Stock, or (iii) prior to the second anniversary of the closing date of the sale of Series B Preferred pursuant to the Series B Agreement, and (2) if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its Holders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to file with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Act"), a registration statement (the "Registration Statement"), on the appropriate form (using Form S-3 or other "short form," if available) covering all the Registrable Securities requested to be covered by the Nominee pursuant to Section 1.3. As to any particular Registrable Securities, such securities shall cease to be deferred Registrable Securities when such securities shall: (x) have been disposed of pursuant to an effective registration statement or Rule 144 promulgated under the Act ("Rule 144"); (y) be freely transferable pursuant to paragraph (k) of Rule 144; or (z) cease to be outstanding. If the Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (as defined below) (other than because of the sale of all of the Registrable Securities registered thereunder), the Company shall use its reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) business days of such cessation of effectiveness amend the Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof. Subject to the provisions of this Section 1.1, the Company shall cause the Registration Statement to remain effective until the earlier of (A) nine months after the effective date thereof or (B) until the completion of the distribution described in the Registration Statement (the date such Registration Statement becomes effective until the earlier of (A) or (B) above, the "Effectiveness Period"). The Nominee agrees that no Holder may effect a public sale or distribution under the Registration Statement and the Company need not file the Registration Statement or may suspend resales by any Holder under the Registration Statement pursuant to this Section 1.1 for a period not to exceed one hundred eighty (180the "Suspension Period") days(i) beginning at the commencement of the "road show" for any registered offering of securities by the Company and for 180 days thereafter; provided, however, that all directors, executive officers and five percent holders of Company's Common Stock agree to the same restrictions; or (ii) of 90 days in any 12 month period if and when the board of directors of the Company shall not obtain such a deferral more than once reasonably determines in any 12-month periodgood faith that there is material undisclosed information for which immediate disclosure would be adverse to the Company. The Company shall be obligated promptly notify the Nominee in writing of any decision not to effect not more than one registration file the Registration Statement or to prohibit resales pursuant to this Section 3.1; provided1.1, howeverwhich notice shall set forth in reasonable detail the reason for such decision and shall include an undertaking by the Company promptly to notify the Nominee as soon as the Registration Statement may be filed or resales may resume. Upon receipt by the Nominee of notice of an event of the kind described in this Section 1.1, a the Nominee shall ensure that each Selling Holder (as defined below) shall forthwith discontinue such Selling Holder's disposition of Registrable Securities until the earlier of the expiration of the Suspension Period set forth above and such Nominee's receipt of notice from the Company that such disposition may continue and of any supplemented or amended prospectus indicated in such notice. In the event the Nominee exercises its demand registration request right under this Section 1.1, the Company shall not count as such until use its commercially reasonable efforts to cause its officers to participate in "road shows" with respect to the registration statement to which it relates has been declared effective by the Securities and Exchange Commission ("SEC"), except that if, after it has been declared effective, such offering.

Demand Registration Rights. The Company covenants and agrees with Strasbourger and any other or subsequent Holders of the Registrable Securities (aas defined in paragraph (e) If the Company shall receive a of this Section 10) that, upon written request (specifying that it is being made pursuant to this Section 3.1of the then Holder(s) from the Holders of at least fifty percent (50%) a majority of the outstanding aggregate of the Registrable Securities (which were originally issued on the "Initiating Holders") that date hereof to Strasbourger or its designees, made at any time within the period commencing one year and ending five years after the Effective Date, the Company will file a registration statement or similar document under the Securities Act covering the registration of at least fifty percent (50%) of the then outstanding Registrable Securitiesas promptly as practicable and, or in any lesser percentage if the anticipated aggregate offering proceeds, net of Selling Expenses, would be equal to or exceed $5,000,000, then the Company shall promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Securities that such Holders have requestedevent, within 15 45 days after receipt of such written request, at its sole expense, no more than once, a post-effective amendment (the "Amendment") to the Registration Statement, or a new Registration Statement or a Regulation A Offering Statement (an "Offering Statement") under the Act, registering or qualifying the Registrable Securities for sale. Within fifteen (15) days after receiving any such notice, the Company shall give notice to be registered under the other Holders of the Registrable Securities Act in accordance advising that the Company is proceeding with this Section 3.1such Amendment, Registration Statement or Offering Statement and offering to include therein the Registrable Securities of such Holders. Notwithstanding the foregoing, (1) the The Company shall not be obligated to effect a registration pursuant any such other Holder unless such other Holder shall accept such offer by notice in writing to this Section 3.1, the Company within ten (i) during the period starting with the date ninety (9010) days prior to the Company's estimated date of filing of, and ending on a date sixty (60) days following the effective date of, a registration statement pertaining to an underwritten public offering thereafter. No other securities of the Company's securitiesCompany shall be entitled to be included in such Amendment, provided that the Registration Statement or Offering Statement. The Company is actively employing will use its best efforts, through its officers, directors, auditors and counsel in good faith all reasonable efforts matters necessary or advisable, to file and cause such registration statement to become effective such Amendment, Registration Statement or Offering Statement as promptly as practicable and that the Company's estimate of the date of filing such registration statement is made in good faith, or (ii) within the 12 month period following the closing of the initial underwritten public offering of the Company's Common Stock, or (iii) prior to the second anniversary of the closing date of the sale of Series B Preferred pursuant to the Series B Agreement, and (2) if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its Holders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not of at least twelve months thereafter to exceed one hundred eighty (180reflect in the Amendment, Registration Statement or Offering Statement financial statements which are prepared in accordance with Section 10(a)(3) days; providedof the Act and any facts or events arising that, howeverindividually, that or in the Company shall not obtain aggregate, represent a fundamental and/or material change in the information set forth in the Amendment, Registration Statement or Offering Statement to enable any Holders of the Strasbourger Warrants to either sell such a deferral more than once in Strasbourger Warrants or to exercise such Strasbourger Warrants and sell Shares, or to enable any 12holders of Shares to sell such Shares, during said twelve-month period. The Company shall be obligated Holders may sell the Registrable Securities pursuant to effect not more than one the Amendment, Registration Statement or the Offering Statement without exercising the Strasbourger Warrants. If any registration pursuant to this Section 3.1; providedparagraph (a) is an underwritten offering, however, the Holders of a demand majority of the Registrable Securities to be included in such registration request shall not count as such until be entitled to select the registration statement to which it relates has been declared effective by underwriter or managing underwriter (in the Securities and Exchange Commission ("SEC"), except that if, after it has been declared effective, case of a syndicated offering) of such offering.

Demand Registration Rights. 2.1 Subject to the provisions of Section 2.1 hereof and at any time from and after the BERMASE Closing Date, if any Holder or Holders makes a written request to the Company for registration under and in accordance with the provisions of the Securities Act of Registrable Securities held by such Holder (a) If a “Demand Registration”), the Company shall receive a give prompt written request notice thereof to the other Holders whereupon such other Holders shall give written notice thereto within twenty (specifying that it is being made 20) days after the date of the Company’s notice (“Notice Period”) to the Company if they propose to dispose of Registrable Securities pursuant to this Section 3.1) from such registration, stating the Holders number of at least fifty percent (50%) shares of the outstanding Registrable Securities (proposed to be disposed by such Holder. The Company will effect as promptly as reasonable practicable after the "Initiating Holders") that Notice Period the Company file a registration statement or similar document under the Securities Act covering of all Registrable Securities specified in the registration of at least fifty percent (50%) request of the then outstanding Registrable Securitiesinitiating Holder and other Holders. Unless the Holders making the demand shall agree in writing, or any lesser percentage if the anticipated aggregate offering proceedsno other party, net of Selling Expenses, would be equal to or exceed $5,000,000, then including the Company shall promptly notify all other Holders of be permitted to offer securities under any such request and shall use its best efforts to cause all Registrable Securities that such Holders have requested, within 15 days after receipt of such written notice, to be registered under the Securities Act in accordance with this Section 3.1Demand Registration. Notwithstanding the foregoing, (1) the Company shall not be obligated to effect a registration pursuant to this Section 3.1, (i) during the period starting with the date ninety (90) days prior to the Company's estimated date of filing of, and ending on a date sixty (60) days following the effective date of, a registration statement pertaining to an underwritten public offering of the Company's securities, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made in good faith, or (ii) within the 12 month period following the closing of the initial underwritten public offering of the Company's Common Stock, or (iii) prior to the second anniversary of the closing date of the sale of Series B Preferred pursuant to the Series B Agreement, and (2) if the Company shall furnish to such the Holders making the demand a certificate signed by the President Chief Executive Officer of the Company stating that that, in the good faith judgment of the Board of Directors it of the Company, (i) a material acquisition or disposition by the Company is being actively negotiated; (ii) the Company has not yet completed the audit with respect to any audited financial statements required to be included in the Demand Registration or (iii) the requested Demand Registration would be seriously detrimental result in the public disclosure of material non-public information, which disclosure in the good faith judgment of a majority of the Board of Directors of the Company after consultation with counsel to the Company or its Holders for would have a registration statement to be filed in the near future, then material adverse effect on the Company's obligation , then, in such case, the Company shall have the right to use its best efforts to file a registration statement shall be deferred defer such filing for a period of not to exceed one hundred eighty more than ninety (18090) daysdays after receipt of the request of the Holders requesting such registration; provided, however, that the Company shall may not obtain such a deferral utilize this right more than once in any 12twenty-four (24) month period. The Company shall be obligated to effect not more than one registration pursuant to this Section 3.1; provided, however, a demand registration request shall not count as such until the registration statement to which it relates has been declared effective by the Securities and Exchange Commission ("SEC"), except that if, after it has been declared effective, such offering.

Demand Registration Rights. Upon written request of the then Holder(s) of at least a majority of the Representative Warrants or Shares, if issued, made at any time within the period commencing one (a1) If year and ending five (5) years after the effective date of the Registration Statement, the Company shall receive file within a written request (specifying that it is being made pursuant to this Section 3.1) from the Holders reasonable period of at least fifty percent (50%) of the outstanding Registrable Securities (the "Initiating Holders") that the Company file a registration statement or similar document under the Securities Act covering the registration of at least fifty percent (50%) of the then outstanding Registrable Securitiestime and, or in any lesser percentage if the anticipated aggregate offering proceeds, net of Selling Expenses, would be equal to or exceed $5,000,000, then the Company shall promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Securities that such Holders have requestedevent, within 15 sixty (60) days after receipt of such written request, at its sole expense, on no more than one occasion, a post-effective amendment to the present Registration Statement or a new registration statement under the Act registering the Shares for sale to the public and either must be declared effective. Within fifteen (15) days after receiving any such notice, the Company shall give notice to the other Holders of the Representative Warrants and/or Shares acquired upon exercise of the Representative Warrants advising that the Company is proceeding with such post-effective amendment or registration statement, and offering to include therein the Shares of such other Holders. The Company shall not be registered under obligated to so include the Securities Act Shares of any such other Holder unless such other Holder shall accept such offer by notice in 7 8 writing to the Company within ten (10) days after receipt of such notice from the Company. The Company shall use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such post-effective amendment or registration statement as promptly as practicable and for a period of ninety (90) days thereafter to reflect in the post-effective amendment or registration statement financial statements that are prepared in accordance with Section 10(a)(3) of the Act and any facts or events arising that, individually or in the aggregate, represent a fundamental and/or material change in the information set forth in the post-effective amendment or registration statement to enable any Holders of Representative Warrants to exercise Representative Warrants and/or sell Shares during said ninety-day period. If the initiating Holders intend to distribute the Shares covered by their request by means of an underwriting they shall so advise the Company as part of their request made pursuant to this Section 3.112.1 and the Company shall include such information in the written notice referred to in this Section 12.1. In such event, the right of any Holder to include its Shares in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Shares in such registration (unless otherwise mutually agreed upon by a majority in interest of the initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall, together with the Company, enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the initiating Holders, which underwriter shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 12.1, if the underwriter advises the initiating Holders and the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Shares which would otherwise be underwritten pursuant hereto, and the number of Shares that may be included in the underwriting shall be allocated among all Holders thereof, including the initiating Holders, on a pro rata basis according to the number of Shares held by such Holders. Notwithstanding the foregoing, (1i) the Company shall not be obligated to effect a registration pursuant to this Section 3.1, (i) 12.1 during the period starting with the date ninety (90) 60 days prior to the Company's good faith estimated date of filing of, and ending on a date sixty (60) 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of securities for the account of the Company's securities, provided that the Company is actively employing in good faith at all reasonable efforts to cause times during such period diligently pursuing such registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made in good faithand, or (ii) within the 12 month period following the closing of the initial underwritten public offering of the Company's Common Stock, or (iii) prior to the second anniversary of the closing date of the sale of Series B Preferred pursuant to the Series B Agreement, and (2) if the Company shall furnish to such the initiating Holders requesting a registration pursuant to this Section 12.1, a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company or and its Holders stockholders for a such registration statement to be filed in and it is therefor essential to defer the near futurefiling of such registration statement, then the Company's obligation Company shall have the right to use its best efforts to file a registration statement shall be deferred defer such filing for a period of not to exceed one hundred eighty (180) daysmore than 120 days after receipt of the request of the initiating Holders; provided, however, that the Company shall may not obtain such a deferral utilize this right more than once in any 12twenty-four month period. The Company shall be obligated to effect not more than one registration pursuant to this Section 3.1; provided, however, a demand registration request shall not count as such until the registration statement to which it relates has been declared effective by the Securities and Exchange Commission ("SEC"), except that if, after it has been declared effective, such offering12.2

Demand Registration Rights. (a) If The Company covenants and agrees with the Representatives and any subsequent Holders of the Warrants and/or Warrant Shares that, at any time and from time to time prior to the Expiration Date, within 60 days after receipt of a written request from the Representatives or from Holders of more than 25% in interest of the aggregate of Warrants and/or Warrant Shares issued pursuant to this Agreement that the Representatives or such Holders of the Warrants and/or Warrant Shares desire and intend to transfer more than 25% in interest of the aggregate number of the Warrants and/or Warrant Shares under such circumstances that a public offering, within the meaning of the Act, will be involved, the Company shall receive a written request (specifying that it is being made pursuant to this Section 3.1) from the Holders of at least fifty percent (50%) of the outstanding Registrable Securities (the "Initiating Holders") that the Company file a registration statement or similar document under the Securities Act covering the registration of at least fifty percent (50%) of the then outstanding Registrable Securities, or any lesser percentage if the anticipated aggregate offering proceeds, net of Selling Expenses, would be equal to or exceed $5,000,000, then the Company shall promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Securities such registration statement to become effective under the Act) with respect to the offering and sale or other disposition of the Warrant Shares (the "Offered Warrant Shares"). The Company may defer the preparation and filing of a registration statement for up to 90 days after the request for registration is made if the Board of Directors determines in good faith that such Holders have requestedregistration would materially adversely affect or otherwise materially interfere with a proposed or pending transaction by the Company, within 15 days after receipt including without limitation a material financing or a corporate reorganization, or during any period of such written noticetime in which the Company is in possession of material inside information concerning the Company or its securities, to be registered under which information the Securities Act Company determines in accordance with this Section 3.1good faith is not ripe for disclosure. Notwithstanding the foregoing, (1) the The Company shall not be obligated honor any request to effect a registration register Warrant Shares pursuant to this Section 3.115.1 (i) received earlier than eleven (11) months or later than five (5) years from the effective date of the Company's Registration Statement on Form S-1 (File No. 333-58351) (the "Effective Date"), (iii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Warrant Shares and such other securities, if any, at an aggregate price to the public of less than $1,000,000, (iii) if the Company shall defer preparation and filing of a registration statement pursuant to Section 15.1, (iv) if, in a given 12-month period, after the Company has effected one (1) such registration in any such period pursuant to this Section 15.1 unless the Company is eligible to use Form S-3 or similar short form registration statement, (v) during the period starting with the date ninety (90) 60 days prior to the Company's estimated good faith estimate of the date of filing of, and ending on a date sixty (60) 180 days following after the effective date of, a registration statement pertaining to an underwritten public offering of the Company's securities, -initiated registration; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made in good faitheffective, or (iivi) within if the 12 month Offered Warrant Shares can immediately be sold pursuant to Rule 144 over a period following the closing of the initial underwritten public offering 90 days or less except as to a Holder who owns more than one percent (1%) of the Company's outstanding Common Stock, or (iii) prior . The Company shall not be required to maintain the second anniversary effectiveness of the closing registration statement beyond the earlier to occur of 120 days after the effective date of the sale of Series B Preferred pursuant to registration statement or the Series B Agreement, and (2) if the Company shall furnish to such Holders a certificate signed by the President date on which all of the Company stating that in Offered Warrant Shares have been sold (the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its Holders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed one hundred eighty (180) days"Termination Date"); provided, however, that if at the Termination Date the Offered Warrant Shares are covered by a registration statement which also covers other securities and which is required to remain in effect beyond the Termination Date, the Company shall not obtain maintain in effect such a deferral more than once registration statement as it relates to Offered Warrant Shares for so long as such registration statement (or any substitute registration statement) remains or is required to remain in effect for any 12-month periodsuch other securities. All expenses of one registration which is consummated pursuant to this Section 15.1 shall be borne by the Company (excluding underwriting discounts and commissions on Warrant Shares and fees and disbursements of counsel for any Holder). All expenses of any subsequent registration pursuant to this Section 15.1 shall be borne by the Representatives and/or the Holders requesting such registration. The Company shall be obligated to effect not more than one registration pursuant to this Section 3.1; provided, however, a demand registration request shall not count as such until 15.1 to include in the registration statement to which it relates has Warrant Shares that have not yet been declared effective purchased by the Securities and Exchange Commission ("SEC"), except that if, after it has been declared effectivea Holder of Warrants. In addition, such offeringHolder of Warrants is permitted to pay the Company the Warrant Price for such Warrant Shares upon the consummation of the public offering with respect to such Warrant Shares.

Demand Registration Rights. (a) If The Company covenants and agrees with the Company shall receive Representative and any subsequent Holders of the Warrants and/or Warrants Shares that, on one occasion, within 60 days after receipt of a written request (specifying that it is being made from the Representative or from Holders of more than 25% in interest of the aggregate of Warrants and/or Warrant Shares issued pursuant to this Section 3.1) from Agreement that the Representative or such Holders of at least fifty percent (50%) the Warrants and/or Warrant Shares desires and intends to transfer more than 25% in interest of the outstanding Registrable Securities (aggregate number of the "Initiating Holders") Warrants and/or Warrant Shares under such circumstances that a public offering, within the meaning of the Act, will be involved, the Company shall, on that one occasion, file a registration statement or similar document under the Securities Act covering the registration of at least fifty percent (50%) of the then outstanding Registrable Securities, or any lesser percentage if the anticipated aggregate offering proceeds, net of Selling Expenses, would be equal to or exceed $5,000,000, then the Company shall promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Securities that such Holders have requested, within 15 days after receipt of such written notice, to be registered under the Securities Act in accordance with this Section 3.1. Notwithstanding the foregoing, (1) the Company shall not be obligated to effect a registration pursuant to this Section 3.1, (i) during the period starting with the date ninety (90) days prior to the Company's estimated date of filing of, and ending on a date sixty (60) days following the effective date of, a registration statement pertaining to an underwritten public offering of the Company's securities, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that under the Act at the Company's estimate expense) with respect to the offering and sale or other disposition of the date of filing such registration statement is made in good faith, or Warrant Shares (ii) within the 12 month period following the closing of the initial underwritten public offering of the Company's Common Stock, or (iii) prior to the second anniversary of the closing date of the sale of Series B Preferred pursuant to the Series B Agreement, and (2) if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its Holders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed one hundred eighty (180) days"Offered Warrant Shares"); provided, however, that the Company shall have no obligation to comply with the foregoing provisions of this Section 15.1 if in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders, from whom such written requests have been received, registration under the Act is not obtain required for the transfer of the Offered Warrant Shares in the manner proposed by such person or persons or that a deferral post-effective amendment to an existing registration statement would be legally sufficient for such transfer (in which latter event the Company shall promptly file such post-effective amendment (and use its best efforts to cause such amendment to become effective under the Act)). Notwithstanding the foregoing, the Company shall not be obligated to file a registration statement with respect to the Offered Warrant Shares on more than once one occasion. The Company may defer the preparation and filing of a registration statement for up to 90 days after the request for registration is made if the Board of Directors determines in good faith that such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending transaction by the Company, including without limitation a material financing or a corporate reorganization, or during any 12-month periodperiod of time in which the Company is in possession of material inside information concerning the Company or its securities, which information the Company determines in good faith is not ripe for disclosure. The Company shall be obligated not honor any request to effect not more than one registration register Warrant Shares pursuant to this Section 3.115.1 received later than five (5) years from the effective date of the Company's Registration Statement on Xxxxx X-0 (File No. 333-_________) (the "Effective Date"). The Company shall not be required (i) to maintain the effectiveness of the registration statement beyond the earlier to occur of 90 days after the effective date of the registration statement or the date on which all of the Offered Warrant Shares have been sold (the "Termination Date"); provided, however, that if at the Termination Date the Offered Warrant Shares are covered by a demand registration request statement which also covers other securities and which is required to remain in effect beyond the Termination Date, the Company shall not count maintain in effect such registration statement as it relates to Offered Warrant Shares for so long as such until the registration statement (or any substitute registration statement) remains or is required to which it relates has been declared remain in effect for any such other securities, or (ii) to cause any registration statement with respect to the Warrant Shares to become effective by prior to the Securities and Exchange Commission ("SEC"), except that if, after it has been declared effective, such offeringInitiation Date. All expenses of registration pursuant to this

Demand Registration Rights. The Company covenants and agrees with the Representative and any other or subsequent Holders of the Registrable Securities (aas defined in paragraph (e) If the Company shall receive a of this Section 10) that, upon written request (specifying that it is being made pursuant to this Section 3.1of the then Holder(s) from the Holders of at least fifty percent (50%) a majority of the outstanding aggregate of the Registrable Securities (which were originally issued on the "Initiating Holders") that date hereof to the Representative or its designees, made at any time within the period commencing one year and ending four years after the Effective Date of the Registration Statement, the Company will file a registration statement or similar document under the Securities Act covering the registration of at least fifty percent (50%) of the then outstanding Registrable Securitiesas promptly as practicable and, or in any lesser percentage if the anticipated aggregate offering proceeds, net of Selling Expenses, would be equal to or exceed $5,000,000, then the Company shall promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Securities that such Holders have requestedevent, within 15 30 days after receipt of such written request, at its sole expense, no more than once, registration statement under the Act, registering or qualifying the Registrable Securities for sale. Within 20 days after receiving any such notice, the Company shall give notice to be registered under the other Holders of the Registrable Securities Act in accordance advising that the Company is proceeding with this Section 3.1such registration statement and offering to include therein the Registrable Securities of such Holders. Notwithstanding the foregoing, (1) the The Company shall not be obligated to effect any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within ten days thereafter. The Company will use its reasonable best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such registration statement as promptly as practicable and maintain its effectiveness for a period of time until the Holder's are able to sell their Registrable Securities under Rule 144 under the Act without restriction. If any registration pursuant to this Section 3.1, paragraph (ia) during the period starting with the date ninety (90) days prior to the Company's estimated date of filing of, and ending on a date sixty (60) days following the effective date of, a registration statement pertaining to is an underwritten public offering offering, the Holders of a majority of the Company's securities, provided that the Company is actively employing Registrable Securities to be included in good faith all reasonable efforts to cause such registration statement shall be entitled to become effective and that select the Company's estimate of the date of filing such registration statement is made in good faith, underwriter or managing underwriter (ii) within the 12 month period following the closing of the initial underwritten public offering of the Company's Common Stock, or (iii) prior to the second anniversary of the closing date of the sale of Series B Preferred pursuant to the Series B Agreement, and (2) if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment case of the Board a syndicated offering) of Directors it would be seriously detrimental to the Company or its Holders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed one hundred eighty (180) days; provided, however, that the Company shall not obtain such a deferral more than once in any 12-month period. The Company shall be obligated to effect not more than one registration pursuant to this Section 3.1; provided, however, a demand registration request shall not count as such until the registration statement to which it relates has been declared effective by the Securities and Exchange Commission ("SEC"), except that if, after it has been declared effective, such offering.

Demand Registration Rights. (a) If The Company covenants and agrees with the Company shall receive a Underwriter and any other or subsequent Holders of the Registrable Securities that, upon written request (specifying that it is being made pursuant to this Section 3.1of the then Holder(s) from the Holders of at least fifty percent (50%) a majority of the outstanding aggregate of the Registrable Securities (which were originally issued on the "Initiating Holders") that date hereof to the Underwriter or its designees, made at any time within the period commencing one year and ending five years after the Effective Date, the Company will file a registration statement or similar document under the Securities Act covering the registration of at least fifty percent (50%) of the then outstanding Registrable Securitiesas promptly as practicable and, or in any lesser percentage if the anticipated aggregate offering proceeds, net of Selling Expenses, would be equal to or exceed $5,000,000, then the Company shall promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Securities that such Holders have requestedevent, within 15 45 days after receipt of such written request, at its sole expense, no more than once, a post-effective amendment (the "Amendment") to the Registration Statement, or a new Registration Statement or a Regulation A Offering Statement (an "Offering Statement") under the Act, registering or qualifying the Registrable Securities for sale. Within 15 days after receiving any such notice, the Company shall give notice to be registered under the other Holders of the Registrable Securities Act in accordance advising that the Company is proceeding with this Section 3.1such Amendment, Registration Statement or Offering Statement and offering to include therein the Registrable Securities of such Holders. Notwithstanding the foregoing, (1) the The Company shall not be obligated to effect any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within 10 days thereafter. No other securities of the Company shall be entitled to be included in such Amendment, Registration Statement or Offering Statement. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment, Registration Statement or Offering Statement as promptly as practicable and for a period of two years thereafter to reflect in the Amendment, Registration Statement or Offering Statement financial statements which are prepared in accordance with Section 10(a)(3) of the Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the Amendment, Registration Statement or Offering Statement to enable information set forth in Amendment, Registration Statement or Offering Statement to enable any Holders of the Underwriter Warrants to either sell such Underwriter Warrants or to exercise such Underwriter Warrants and sell Shares, or to enable any holders of Shares to sell such Shares, during said two-year period. The Holders may sell the Registrable Securities pursuant to the Amendment, Registration Statement or the Offering Statement without exercising the Underwriter Warrants. If any registration pursuant to this Section 3.1, paragraph (ia) during the period starting with the date ninety (90) days prior to the Company's estimated date of filing of, and ending on a date sixty (60) days following the effective date of, a registration statement pertaining to is an underwritten public offering offering, the Holders of a majority of the Company's securities, provided that the Company is actively employing Registrable Securities to be included in good faith all reasonable efforts to cause such registration statement shall be entitled to become effective and that select the Company's estimate of the date of filing such registration statement is made in good faith, underwriter or managing underwriter (ii) within the 12 month period following the closing of the initial underwritten public offering of the Company's Common Stock, or (iii) prior to the second anniversary of the closing date of the sale of Series B Preferred pursuant to the Series B Agreement, and (2) if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment case of the Board a syndicated offering) of Directors it would be seriously detrimental to the Company or its Holders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed one hundred eighty (180) days; provided, however, that the Company shall not obtain such a deferral more than once in any 12-month period. The Company shall be obligated to effect not more than one registration pursuant to this Section 3.1; provided, however, a demand registration request shall not count as such until the registration statement to which it relates has been declared effective by the Securities and Exchange Commission ("SEC"), except that if, after it has been declared effective, such offering.

Demand Registration Rights. (ai) If The Company covenants and agrees with the Company shall receive a written request (specifying that it is being made pursuant to this Section 3.1) from the Placement Agent and any other or subsequent Holders of at least fifty percent (50%) of the outstanding Registrable Securities (as defined in paragraph (f) of this Section 10) that, upon the "Initiating Holders") that the Company file a registration statement or similar document under the Securities Act covering the registration of at least fifty percent (50%) written request of the then outstanding Holder(s) of Warrants, Registrable Securities, or both, representing at least a majority of the Common Shares underlying the Warrants originally issued to the Placement Agent or its designees, made at any lesser percentage if time within the anticipated aggregate offering proceedsperiod commencing one (1) year and ending five (5) years after the Effective Date, net of Selling Expenses, would be equal to or exceed $5,000,000, then the Company shall will file as promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Securities that such Holders have requestedas practicable and, in any event, within 15 60 days after receipt of such written noticerequest, at its expense (other than (x) all underwriters', broker-dealers', placement agents' and similar selling discounts, commissions and fees relating to the sale of the Holder's Registrable Securities, (y) any costs and expenses of counsel, accountants or other advisors retained by the Holder and (z) all transfer, franchise, capital stock and other taxes, if any, applicable to the Holder's Registrable Securities (collectively, "Holders' Expenses"), all of which shall be registered paid by the Holder), no more than once (except as otherwise provided below), a post-effective amendment (the "Amendment") to the Company's Registration Statement on Form S-l, Registration No. 333-[ ] as filed with the Securities and Exchange Commission on December ___, 2001, or a new registration statement on an appropriate form under the Act, registering or qualifying the Registrable Securities Act for sale in accordance with this Section 3.1the intended method of sale or other disposition described in such request. Notwithstanding Within fifteen (15) days after receiving any such notice, the foregoing, (1) Company shall give notice to the other Holders of the outstanding Warrants or Registrable Securities advising that the Company is proceeding with such Amendment or registration statement and offering to include the Registrable Securities of such Holders. The Company shall not be obligated to effect a registration pursuant any other such Holder unless that other Holder accepts such offer by notice in writing to this Section 3.1, the Company within twenty (i) during the period starting with the date ninety (9020) days prior thereafter. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to the Company's estimated date of filing of, file and ending on a date sixty (60) days following the effective date of, a registration statement pertaining to an underwritten public offering of the Company's securities, provided that the Company is actively employing in good faith all reasonable efforts to cause such Amendment or registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made as promptly as practicable (but in good faith, or (ii) any event within the 12 month period following the closing 90 days of the initial underwritten public offering filing of such Amendment or registration statement) and for a period of 12 months thereafter to reflect in the Amendment or registration statement financial statements which are prepared in accordance with Section 10(a)(3) of the Company's Common StockAct and any facts or events arising that, individually, or (iii) prior in the aggregate, represent a fundamental or material change in the information set forth in the Amendment or registration statement to the second anniversary enable Holders of the closing date of Registrable Securities registered to sell such Registrable Securities. The Holders may sell the sale of Series B Preferred Registrable Securities pursuant to the Series B Agreement, and (2) if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company Amendment or its Holders for a registration statement to be filed in without exercising the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed one hundred eighty (180) days; provided, however, that the Company shall not obtain such a deferral more than once in Warrants. If any 12-month period. The Company shall be obligated to effect not more than one registration pursuant to this Section 3.1; providedparagraph (a) is an underwritten offering, however, the Holders of a demand majority of the Registrable Securities to be included in such registration request shall not count as such until be entitled to select the registration statement to which it relates has been declared effective by underwriter or managing underwriter (in the Securities and Exchange Commission ("SEC"), except that if, after it has been declared effective, case of a syndicated offering) of such offering.

Demand Registration Rights. The Company covenants and agrees with the Underwriters and any other or subsequent Holders of the Registrable Securities (aas defined in paragraph (f) If of this Section 10) that, subject to the Company shall receive a availability of audited financial statements complying with Regulation S-X under the Act, upon written request (specifying that it is being made pursuant to this Section 3.1of the then Holder(s) from the Holders of at least fifty percent (50%) a majority of the outstanding Registrable Securities (Warrants or the "Initiating Holders") that the Company file a registration statement or similar document under the Securities Act covering the registration of at least fifty percent (50%) of the then outstanding Registrable Securities, or both, which were originally issued to the Underwriters or their designees, made at any lesser percentage if time within the anticipated aggregate offering proceedsperiod commencing one year and ending five years after the Effective Date, net of Selling Expenses, would be equal to or exceed $5,000,000, then the Company shall will file as promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Securities that such Holders have requestedas practicable and, in any event, within 15 60 days after receipt of such written request, at its expense (other than the fees of counsel and sales commissions for such Holders), no more than once, a new registration statement under the Act, registering or qualifying the Registrable Securities for sale. Within fifteen (15) days after receiving any such notice, the Company shall give notice to be registered under the other Holders of the Registrable Securities Act in accordance advising that the Company is proceeding with this Section 3.1such registration statement and offering to include the Registrable Securities of such Holders. Notwithstanding the foregoing, (1) the The Company shall not be obligated to effect a registration pursuant any other such Holder unless that other Holder accepts such offer by notice in writing to this Section 3.1, the Company within ten (i) during the period starting with the date ninety (9010) days prior thereafter. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to the Company's estimated date of filing of, file and ending on a date sixty (60) days following the effective date of, a registration statement pertaining to an underwritten public offering of the Company's securities, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made as promptly as practicable (but in good faith, or (ii) no event within the 12 month period following the closing 90 days of the initial underwritten public offering filing of such registration statement) and for a period of 24 months thereafter to reflect in the registration statement financial statements which are prepared in accordance with Section 10(a)(3) of the Company's Common StockAct and any facts or events arising that, individually, or (iii) prior to the second anniversary of the closing date of the sale of Series B Preferred pursuant to the Series B Agreement, and (2) if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of aggregate, represent a fundamental or material change in the Board of Directors it would be seriously detrimental to information set forth in the Company or its Holders for a registration statement to be filed in enable any Holders of the near futureWarrants to exercise such Warrants and sell Shares, then the Company's obligation or to use its best efforts enable any holders of Shares to file a registration statement shall be deferred for a period not to exceed one hundred eighty (180) days; providedsell such Shares, however, during that the Company shall not obtain such a deferral more than once in any 12nine-month period. The Company shall be obligated to effect not more than one If any registration pursuant to this Section 3.1; providedparagraph (a) is an underwritten offering, howeverthe Holders of a majority of the Registrable Securities to be included in such registration shall be entitled to select the underwriter or managing underwriter (in the case of a syndicated offering) of such offering, a demand registration request subject to the Company's approval which shall not count as such until the registration statement to which it relates has been declared effective by the Securities and Exchange Commission ("SEC"), except that if, after it has been declared effective, such offeringbe unreasonably withheld.

Demand Registration Rights. (a) If Except to the extent such any such filing may conflict with the Clear Market Obligations of the Company, the Purchaser has the right to make a demand for the Company shall receive a written request (specifying that it is being made pursuant to this Section 3.1) from the Holders of at least fifty percent (50%) of the outstanding Registrable Securities (the "Initiating Holders") that the Company file a registration statement on Form S-3, or similar document if Form S-3 is not available to the Company, on Form S-1, covering the resale by the Purchaser of all of the Registrable Securities under and in accordance with the provisions of the Securities Act covering Act. In addition to the registration of above demand rights, at least fifty percent (50%) any time the Company is eligible to use Form S-3 with respect to the resale of the then outstanding Registrable Securities, or except to the extent such any lesser percentage if such filing may conflict with the anticipated aggregate offering proceedsClear Market Obligations of the Company, net of Selling Expenses, would be equal the Purchaser will have also the right to or exceed $5,000,000, then make up to an additional two (2) demands within any twelve (12) month period for the Company shall promptly notify to file a registration statement on Form S-3 covering the resale by the Purchaser of all other Holders of such request the Registerable Securities, by written notice to the Company, signed by Purchaser (the “Demand Notice”) under and shall use its best efforts to cause all Registrable Securities that such Holders have requested, within 15 days after receipt of such written notice, to be registered under the Securities Act in accordance with this Section 3.1the provisions of the Securities Act. Notwithstanding The Company will use its commercially reasonable efforts to file the foregoing, (1) the Company shall not be obligated to effect a registration pursuant to this Section 3.1, (i) during the period starting with the date ninety (90) days prior to the Company's estimated date of filing of, and ending on a date Demand Registration Statement within sixty (60) days following the effective date of, a registration statement pertaining to an underwritten public offering of the Company's securities, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company's estimate receipt of the date of filing such registration statement is made in good faith, or (ii) within the 12 month period following the closing of the initial underwritten public offering of the Company's Common Stock, or (iii) prior to the second anniversary of the closing date of the sale of Series B Preferred pursuant to the Series B Agreement, and (2) if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its Holders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed one hundred eighty (180) daysDemand Notice; provided, however, that that, if the Demand Notice is given within the sixty (60) days after the end of a fiscal year of the Company, then the Company shall not obtain will use its reasonably commercial efforts to file the Demand Registration Statement within one hundred and twenty (120) days following such a deferral more than once in any 12-month periodfiscal year end. The Company shall use its commercially reasonable efforts to cause the Demand Registration Statement to be obligated declared effective under the Securities Act as promptly as practicable after the filing thereof and to effect keep the Demand Registration Statement continuously effective under the Securities Act during the Effectiveness Period. A demand for registration shall not more than one registration pursuant to be deemed made for purposes of this Section 3.1; provided, however, a demand registration request shall not count 4.2(a) until such time as such until the registration statement to which it relates applicable Demand Registration Statement has been declared effective by the Securities Commission, unless the Purchaser withdraws its request for such registration and Exchange Commission ("SEC"elects not to pay the registration expenses therefor, in which case the Purchaser will forfeit its right to one Demand Registration Statement pursuant to this Section 4.2(a), except that if, after it has been declared effective, such offering.

Demand Registration Rights. The Company covenants and agrees with the Underwriter and any other or subsequent Holders of the Registrable Securities (aas defined in paragraph (e) If the Company shall receive a of this Section 10) that, upon written request (specifying that it is being made pursuant to this Section 3.1of the then Holder(s) from the Holders of at least fifty percent (50%) a majority of the outstanding aggregate of the Registrable Securities (which were originally issued on the "Initiating Holders") that date hereof to the Underwriter or its designees, made at any time within the period commencing two years and ending five years after the Effective Date, the Company will file a registration statement or similar document under the Securities Act covering the registration of at least fifty percent (50%) of the then outstanding Registrable Securitiesas promptly as practicable and, or in any lesser percentage if the anticipated aggregate offering proceeds, net of Selling Expenses, would be equal to or exceed $5,000,000, then the Company shall promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Securities that such Holders have requestedevent, within 15 45 days after receipt of such written request, at its sole expense, no more than once, a post-effective amendment (the "Amendment") to the Registration Statement, or a new Registration Statement or a Regulation A Offering Statement (an "Offering Statement") under the Act, registering or qualifying the Registrable Securities for sale. Within fifteen (15) days after receiving any such notice, the Company shall give notice to be registered under the other Holders of the Registrable Securities Act in accordance advising that the Company is proceeding with this Section 3.1such Amendment, Registration Statement or Offering Statement and offering to include therein the Registrable Securities of such Holders. Notwithstanding the foregoing, (1) the The Company shall not be obligated to effect any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within ten (10) days thereafter. No other securities of the Company shall be entitled to be included in such Amendment, Registration Statement or Offering Statement. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment, Registration Statement or Offering Statement as promptly as practicable and for a period of two years thereafter to reflect in the Amendment, Registration Statement or Offering Statement financial statements which are prepared in accordance with Section 10(a)(3) of the Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the Amendment, Registration Statement or Offering Statement to enable information set forth in Amendment, Registration Statement or Offering Statement to enable any Holders of the Underwriter Warrants to either sell such Underwriter Warrants or to exercise such Underwriter Warrants and sell Shares, or to enable any holders of Shares to sell such Shares, during said two-year period. The Holders may sell the Registrable Securities pursuant to the Amendment, Registration Statement or the Offering Statement without exercising the Underwriter Warrants. If any registration pursuant to this Section 3.1, paragraph (ia) during the period starting with the date ninety (90) days prior to the Company's estimated date of filing of, and ending on a date sixty (60) days following the effective date of, a registration statement pertaining to is an underwritten public offering offering, the Holders of a majority of the Company's securities, provided that the Company is actively employing Registrable Securities to be included in good faith all reasonable efforts to cause such registration statement shall be entitled to become effective and that select the Company's estimate of the date of filing such registration statement is made in good faith, underwriter or managing underwriter (ii) within the 12 month period following the closing of the initial underwritten public offering of the Company's Common Stock, or (iii) prior to the second anniversary of the closing date of the sale of Series B Preferred pursuant to the Series B Agreement, and (2) if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment case of the Board a syndicated offering) of Directors it would be seriously detrimental to the Company or its Holders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed one hundred eighty (180) days; provided, however, that the Company shall not obtain such a deferral more than once in any 12-month period. The Company shall be obligated to effect not more than one registration pursuant to this Section 3.1; provided, however, a demand registration request shall not count as such until the registration statement to which it relates has been declared effective by the Securities and Exchange Commission ("SEC"), except that if, after it has been declared effective, such offering.

Demand Registration Rights. (a) If the Company shall receive receive, at any time more than 180 days after the consummation of the Company's initial bona fide public offering, a written request (specifying that it is being made pursuant to this Section 3.1) from the Initiating Holders of at least fifty percent (50%) of with respect to the outstanding Registrable Securities (the "Initiating Holders") Securities, that the Company file a registration statement or similar document under the Securities 1933 Act covering the registration of at least fifty percent (50%) 15% of the Registrable Securities then outstanding Registrable Securities, (or any lesser percentage if the anticipated aggregate offering proceedsprice, net of Selling Expensesunderwriting discounts and commissions, would be equal to or exceed $5,000,000, then the Company shall promptly notify all other Holders give written notice of such request (together with a list of the jurisdictions in which the Initiating Holders intend to attempt to qualify such securities under applicable state securities laws) to all Holders and shall use its best efforts as soon as practicable, subject to cause the limitations of this Section 2, effect the registration under the 1933 Act of all such Registrable Securities that such which the Initiating Holders have requestedrequest to be registered, together with all of the Registrable Securities of any other Holder or Holders who so request by notice to the Company which is given within 15 30 days after receipt of such written notice, to be registered under the Securities Act in accordance with this Section 3.1notice from the Company described above. Notwithstanding the foregoing, (1) the Company shall not be obligated to effect a registration pursuant to this Section 3.1, (i) during the period starting with the date ninety (90) days prior to the Company's estimated date of filing of, and ending on a date sixty (60) days following the effective date of, a registration statement pertaining to an underwritten public offering of the Company's securities, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made in good faith, or (ii) within the 12 month period following the closing of the initial underwritten public offering of the Company's Common Stock, or (iii) prior to the second anniversary of the closing date of the sale of Series B Preferred pursuant to the Series B Agreement, and (2) if the Company shall furnish to such the Initiating Holders a certificate signed by the President Chief Financial Officer of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its Holders for a registration statement to be filed in the near futurefuture (based on the disclosure of non-public information material to the Company that would be required by such registration statement), then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed one hundred eighty (180) 60 days; provided, however, that the Company shall not obtain such a deferral more than once in any 12-month period. The Company shall be obligated to effect not more than one registration pursuant to this Section 3.1; provided, however, a demand registration request shall not count as such until the registration statement to which it relates has been declared effective by the Securities and Exchange Commission ("SEC"), except that if, after it has been declared effective, such offering.

Demand Registration Rights. The Company covenants and agrees with -------------------------- the Underwriters and any other or subsequent Holders of the Registrable Securities (aas defined in paragraph (f) If of this Section 10) that, subject to the Company shall receive a availability of audited financial statements which would comply with Regulation S-X under the Act, upon written request (specifying that it is being made pursuant to this Section 3.1of the then Holder(s) from the Holders of at least fifty percent (50%) a majority of the outstanding Registrable Securities (Warrants or the "Initiating Holders") that the Company file a registration statement or similar document under the Securities Act covering the registration of at least fifty percent (50%) of the then outstanding Registrable Securities, or both, which were originally issued to the Underwriters or their designees, made at any lesser percentage if time within the anticipated aggregate offering proceedsperiod commencing one year and ending five years after the Effective Date, net of Selling Expenses, would be equal to or exceed $5,000,000, then the Company shall will file as promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Securities that such Holders have requestedas practicable and, in any event, within 15 60 days after receipt of such written request, no more than once, a post- effective amendment (the "Amendment") to the Registration Statement, or a new registration statement under the Act, registering or qualifying the Registrable Securities for sale. Within fifteen (15) days after receiving any such notice, the Company shall give notice to be registered under the other Holders of the Registrable Securities Act in accordance advising that the Company is proceeding with this Section 3.1such Amendment or registration statement, as applicable and offering to include therein the Registrable Securities of such Holders. Notwithstanding the foregoing, (1) the The Company shall not be obligated to effect any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within ten (10) days after receipt of such notice. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment or registration statement as promptly as practicable and for a period of two years thereafter to reflect in the Amendment or registration statement financial statements which are prepared in accordance with Section 10(a)(3) of the Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the information set forth in the Amendment or registration statement to enable any Holders of the Warrants to exercise such Warrants and sell Shares, or to enable any holders of Shares to sell such Shares, during said two year period. If any registration pursuant to this Section 3.1paragraph (a) is an underwritten offering, the Holders of a majority of the Registrable Securities to be included in such registration shall be entitled to select the underwriter or managing underwriter (iin the case of a syndicated offering) during the period starting with the date ninety (90) days prior of such offering, subject to the Company's estimated date of filing of, and ending on a date sixty (60) days following the effective date of, a registration statement pertaining to an underwritten public offering of the Company's securities, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made in good faith, or (ii) within the 12 month period following the closing of the initial underwritten public offering of the Company's Common Stock, or (iii) prior to the second anniversary of the closing date of the sale of Series B Preferred pursuant to the Series B Agreement, and (2) if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its Holders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed one hundred eighty (180) days; provided, however, that the Company approval which shall not obtain such a deferral more than once in any 12-month period. The Company shall be obligated to effect not more than one registration pursuant to this Section 3.1; provided, however, a demand registration request shall not count as such until the registration statement to which it relates has been declared effective by the Securities and Exchange Commission ("SEC"), except that if, after it has been declared effective, such offeringunreasonably withheld.

Demand Registration Rights. (a) If the Company shall receive receive, at any time after the expiration of that certain Agreement, dated as of May __, 1997, between GECC and the Representatives (as defined therein) (the "Lock-up Agreement"), (i) a written request (specifying that it is being made pursuant to this Section 3.1) from the Holders of at least fifty percent (50%) of the outstanding Registrable Securities (the "Initiating Holders") Series C Stockholder that the Company file a registration statement or similar document under the Securities Act covering the registration of at least fifty percent (50%) 5% of the Registrable Securities then outstanding Registrable Securities, (or any lesser percentage if the anticipated aggregate offering proceedsprice, net of Selling Expensesunderwriting discounts and commissions, would be equal to or exceed $5,000,0004,000,000) and (ii) a list of the jurisdictions in which the Series C Stockholder intends to attempt to qualify such securities under applicable state securities laws, then the Company shall promptly notify all other Holders give written notice of such request to all Management Stockholders and shall as soon as practicable file a registration statement and use its best efforts (subject to cause all Registrable Securities that such Holders have requested, within 15 days after receipt the limitations of such written notice, this SECTION 4) to be registered effect the registration under the Securities Act in accordance of the proposed Transfer of all such Registrable Securities which the Series C Stockholder requests to be registered, together with this Section 3.1all of the Registrable Securities of any Management Stockholders who so request by notice to the Company which is given within 30 days after the notice from the Company described above. Notwithstanding the foregoing, (1) the Company shall not be obligated to effect a registration pursuant to this Section 3.1, (i) during the period starting with the date ninety (90) days prior to the Company's estimated date of filing of, and ending on a date sixty (60) days following the effective date of, a registration statement pertaining to an underwritten public offering of the Company's securities, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made in good faith, or (ii) within the 12 month period following the closing of the initial underwritten public offering of the Company's Common Stock, or (iii) prior to the second anniversary of the closing date of the sale of Series B Preferred pursuant to the Series B Agreement, and (2) if the Company shall furnish to such Holders the Series C Stockholder a certificate signed by the President Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its Holders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed one hundred eighty 90 days (180) days; providedor, howeverat the option of the Series C Stockholder, that the Company shall not obtain such withdrawn without constituting a deferral more than once in any 12-month period. The Company shall be obligated to effect not more than one registration pursuant to this Section 3.1; provided, however, a demand registration request shall not count as such until the registration statement to which it relates has been declared effective by the Securities and Exchange Commission ("SEC"demand), except that if, after it has been declared effective, such offering.

Demand Registration Rights. Subject to the limitations set forth herein, the Holders may, at any time following the earlier to occur of: (ai) If the closing by the Company shall receive of a convertible debt or equity financing with gross proceeds to the Company of $5 million or greater and the setting of the conversion and exercise price of the Note and the Warrant in connection therewith or (ii) September 7, 2005 (such earlier date, the "EFFECTIVE Date"), make a written request (specifying that it is being made pursuant to this Section 3.1) from the Holders of at least fifty percent (50%) of the outstanding Registrable Securities (the "Initiating Holders") that the Company file a for registration statement or similar document under the Securities Act covering the registration of at least fifty percent (50%a "DEMAND REQUEST") of the then outstanding Registrable Securities, all or any lesser percentage if the anticipated aggregate offering proceeds, net part of Selling Expenses, would be equal to its or exceed $5,000,000, then the Company shall promptly notify all other Holders of such request and shall use its best efforts to cause all their Registrable Securities that on any available SEC registration form (a "DEMAND REGISTRATION"). Notwithstanding anything in this Section 2 to the contrary, the Holders shall not be entitled to more than one (1) such Holders have requested, within 15 days after receipt Demand Request. Each request will specify the aggregate number of such written notice, Registrable Securities to be registered under by the Securities Act in accordance with this Section 3.1Holders and the intended method of disposition thereof. Notwithstanding In the foregoing, (1) event that the Company shall not be obligated either: (x) fails to effect a file (or include the Registrable Securities within) an appropriate registration pursuant to this Section 3.1, (i) during the period starting statement with the date ninety SEC covering the Registrable Securities within forty-five (9045) days prior to the Company's estimated date of filing of, and ending on a date sixty (60) days following the effective date of, a registration statement pertaining to an underwritten public offering of the Company's securities, provided that receipt of the Company is actively employing in good faith all reasonable efforts Demand Request or (y) fails to cause have such registration statement to become declared effective and that by the Company's estimate of the date of filing such registration statement is made in good faith, or (ii) SEC within the 12 month period following the closing of the initial underwritten public offering 125 days of the Company's Common Stock, or (iii) prior to the second anniversary receipt of the closing date of Demand Request, then then until the sale of Series B Preferred pursuant to the Series B Agreementapplicable registration failure is cured, and (2) if the Company shall furnish pay to such Holders each Holder an amount in cash, as liquidated damages and not as a certificate signed by the President penalty, equal to 1.0% for each thirty (30) day period (prorated for partial periods) on a daily basis of the Company stating that in the good faith judgment original aggregate principal amount of the Board of Directors it would be seriously detrimental to the Company or its Holders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed one hundred eighty (180) days; provided, however, that the Company shall not obtain Note held by such a deferral more than once in any 12-month periodHolder. The Company shall be obligated required to effect not more than one registration pay such liquidated damages as of the date of the applicable breach. If the Company fails to pay any liquidated damages pursuant to this Section 3.1; provided2 in full within seven (7) days after the date payable, howeverthe Company will pay interest thereon at a rate of 10% per annum to the Holder, a demand registration request shall not count as accruing daily from the date such liquidated damages are due until the registration statement to which it relates has been declared effective by the Securities and Exchange Commission ("SEC")such amounts, except that ifplus all such interest thereon, after it has been declared effective, such offeringare paid in full.

Demand Registration Rights. (a) If At any time during the Company shall receive a written request (specifying that it is being made pursuant to this Section 3.1) from period beginning on the Holders of at least fifty percent (50%) second anniversary of the outstanding Registrable Securities (the "Initiating Holders") date of this Agreement and ending on December 31, 2007, DH may request in writing that the Company TNDE file a registration statement or similar document under the Securities Act covering the registration of at least fifty percent (50%) all or a part of the shares of Registrable Common then outstanding Registrable Securities, or any lesser percentage if the anticipated aggregate offering proceeds, net of Selling Expenses, would be equal to or exceed $5,000,000, then the Company shall promptly notify all other Holders of such request and held by DH (a "Demand Registration"). TNDE shall use its commercially reasonable best efforts to cause all Registrable Securities that such Holders have requested, within 15 days after receipt of such written notice, to be registered effect as soon as practicable the registration under the Securities Act in accordance with this Section 3.1. Notwithstanding 4 hereof (including without limitation, the foregoingexecution of an undertaking to file post-effective amendments) of all shares of Registrable Common which DH requests be registered within 30 days after the mailing of such notice; provided, (1) the Company however, that TNDE shall not be obligated to effect a registration only two Demand Registrations pursuant to this Section 3.13. In connection with a Demand Registration, DH, in its sole discretion, shall determine whether (a) to proceed with, withdraw from or terminate such offering and (b) to take such actions as may be necessary to close the sale of Registrable Common contemplated by such offering, including, without limitation, waiving any conditions to closing such sale that may not have been fulfilled. In the event DH exercises its discretion under this paragraph to terminate a proposed Demand Registration, the terminated Demand Registration shall not constitute a Demand Registration under this Section 3 only if the determination to terminate such Demand Registration (i) during follows the period starting with exercise by TNDE of any of its rights provided by the date ninety last two paragraphs of this Section 3 or (90ii) days prior results from a material adverse change in the condition (financial or other), results of operations or business of TNDE and its subsidiaries taken as a whole. TNDE expressly reserves the right to select, subject to the Company's estimated date approval of DH (which approval shall not be unreasonably withheld), any managing underwriter or underwriters to administer such offering; and DH shall determine the offering price and underwriting discount or commission. Notwithstanding the preceding paragraph, if TNDE shall furnish to DH a certificate signed by the President of TNDE stating that in the reasonable judgment of the President, it would be detrimental to TNDE or its stockholders if such registration statement were to be filed and it is therefore beneficial to defer the filing ofof such registration statement, and ending on TNDE shall have the right to defer such filing for a date sixty period of not more than 120 days after receipt of the request of DH. TNDE shall promptly give notice to DH at the end of any delay period under this paragraph. Notwithstanding the preceding two paragraphs, if at the time of any request by DH for a Demand Registration, TNDE has plans to file within 90 days after such request for the sale of any of its securities in a public offering under the Securities Act (60) other than an Exempt Offering), no Demand Registration shall be initiated under this Section 3 until 90 days following after the effective date of, a of such registration statement pertaining to an underwritten public offering of the Company's securities, provided that the Company unless TNDE is no longer actively employing in good faith all reasonable efforts to cause effect such registration statement registration; provided that TNDE shall provide DH the right to become effective and that the Company's estimate of the date of filing participate in such registration statement is made in good faith, or (ii) within the 12 month period following the closing of the initial underwritten public offering of the Company's Common Stock, or (iii) prior to the second anniversary of the closing date of the sale of Series B Preferred pursuant to the Series B Agreementto, and (2) if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its Holders for a registration statement to be filed in the near futuresubject to, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed one hundred eighty (180) days; provided, however, that the Company shall not obtain such a deferral more than once in any 12-month period. The Company shall be obligated to effect not more than one registration pursuant to this Section 3.1; provided, however, a demand registration request shall not count as such until the registration statement to which it relates has been declared effective by the Securities and Exchange Commission ("SEC"), except that if, after it has been declared effective, such offering2 hereof.

Demand Registration Rights. (a) If If, at any time, the Company shall receive a written request (specifying that it is being made pursuant to this Section 3.1) from the Holders holders of at least fifty percent (50%) a majority of the outstanding Registrable Securities Warrant Shares gives notice (the a "Initiating HoldersDemand Notice") that to the Company that such holders contemplate the transfer of their Warrant Shares under circumstances that a public offering is required, then the Company shall, as soon as practical, but not later than sixty days from the date of receipt of such notice, use its best efforts (i) to file a registration statement or with the Securities and Exchange Commission (along with any successor federal agency having similar document powers, the "Commission") to the end that such Warrant Shares may be sold under the Securities 1933 Act covering as promptly as practical thereafter (such filing a "Demand Registration") and (ii) to cause such registration statement to become effective as promptly as practicable thereafter; provided, however, that (a) no Demand Registration is required if the registration of at least fifty percent (50%) Company exercises its rights pursuant to Section 4.1 to repurchase the Warrant or Warrant Shares, as the case may be, within sixty days of the then outstanding Registrable SecuritiesDemand Notice, or any lesser percentage if the anticipated aggregate offering proceeds, net of Selling Expenses, would be equal to or exceed $5,000,000, then the Company shall promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Securities that such Holders have requested, within 15 days after receipt of such written notice, to be registered under the Securities Act in accordance with this Section 3.1. Notwithstanding the foregoing, (1b) the Company shall not be obligated to effect a registration pursuant to this Section 3.1, (i) during the period starting with the date ninety (90) days prior to the Company's estimated date of filing of, and ending on a date sixty (60) days following the effective date of, a registration statement pertaining to an underwritten public offering of the Company's securities, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made in good faith, or (ii) within the 12 month period following the closing of the initial underwritten public offering of the Company's Common Stock, or (iii) prior to the second anniversary of the closing date of the sale of Series B Preferred pursuant to the Series B Agreement, and (2) if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its Holders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed one hundred eighty (180) days; provided, however, that the Company shall not obtain such a deferral more than once in any 12-month period. The Company shall be obligated to effect not more than one registration pursuant to this Section 3.1; provided3.2(b) in any twelve month period. The Company has the right to defer the filing of any such registration statement or any amendment to such registration statement (a) in order to enable the Company to prepare necessary financial statements for inclusion in such registration statement, howeverincluding any financial statements of any corporation or other entity which has been or is expected to be acquired, (b) in order that the Company not be required to disclose material nonpublic information, provided that delays of the type referred to in this clause (b) do not exceed ninety days in the aggregate with respect to any single registration statement, or (c) in order that a demand filing not be made earlier than two hundred seventy days after the effective date of any other registration statement filed by the Company. If the Company is able to register the holder's Warrant Shares on a Form S-3, or subsequent similar form, in a manner which does not require inclusion in any information concerning the Company other than to incorporate by reference its filing under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the period referred to in clause (c) is one hundred thirty-five days. It is a condition to the Company's obligations to file a registration statement pursuant to this Section 3.2 and Section 3.3 of this Warrant that the holders of this Warrant and any Warrant Shares provide the Company with such information as the Company may request concerning the sellers and their plan of distribution. The Company shall not count as such use its best efforts to keep any registration statement filed pursuant to this Section 3.3 current and effective until the earlier of (i) nine months from the effective date of the registration statement or (ii) such date as all holders demanding registration shall have sold all the registered shares or shall have advised the Company that they no longer desire to which it relates has been declared effective by sell such shares pursuant to such registration statement. The holders of the Securities and Exchange Commission ("SEC"), except that if, after it has been declared effective, such offeringWarrant Shares are entitled to an unlimited number of demand registration rights pursuant to this Section 3.2.

Demand Registration Rights. The Company covenants and agrees with the Representatives and any other or subsequent Holders of the Registrable Securities (aas defined in paragraph (f) If of this Section 10) that, upon the Company shall receive a written request (specifying that it is being made pursuant to this Section 3.1of the then Holder(s) from the Holders of at least fifty percent (50%) a majority of the outstanding Registrable Securities (Warrants or the "Initiating Holders") that the Company file a registration statement or similar document under the Securities Act covering the registration of at least fifty percent (50%) of the then outstanding Registrable Securities, or both, which were originally issued to the Representative or its designees, made at any lesser percentage if time within the anticipated aggregate offering proceedsperiod commencing one (1) year and ending five (5) years after the Effective Date, net of Selling Expenses, would be equal to or exceed $5,000,000, then the Company shall will file as promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Securities that such Holders have requestedas practicable and, in any event, within 15 60 days after receipt of such written noticerequest, at its expense (other than the fees of counsel and sales commissions for such Holders), no more than once, a post-effective amendment (the "Amendment") to be registered the Company's Registration Statement on Form S-1, Registration No. 333-_____ as filed with the Securities and Exchange Commission on April __, 1998 or a new registration statement on an appropriate form under the Act, registering or qualifying the Registrable Securities Act for sale in accordance with this Section 3.1the intended method of sale or other disposition described in such request. Notwithstanding Within fifteen (15) days after receiving any such notice, the foregoingCompany shall give notice to the other Holders of the Registrable Securities advising that the Company is proceeding with such Amendment, (1) registration statement and offering to include the Registrable Securities of such Holders. The Company shall not be obligated to effect a registration pursuant any other such Holder unless that other Holder accepts such offer by notice in writing to this Section 3.1, the Company within twenty (i) during the period starting with the date ninety (9020) days prior thereafter. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to the Company's estimated date of filing of, file and ending on a date sixty (60) days following the effective date of, a registration statement pertaining to an underwritten public offering of the Company's securities, provided that the Company is actively employing in good faith all reasonable efforts to cause such Amendment or registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made as promptly as practicable (but in good faith, or (ii) any event within the 12 month period following the closing 90 days of the initial underwritten public offering filing of such Amendment or registration statement) and for a period of 24 months thereafter to reflect in the Amendment or registration statement financial statements which are prepared in accordance with Section 10(a)(3) of the Company's Common StockAct and any facts or events arising that, individually, or (iii) prior in the aggregate, represent a fundamental or material change in the information set forth in the Amendment or registration statement to the second anniversary enable any Holders of the closing date of Warrants to sell such Registrable Securities. The Holders may sell the sale of Series B Preferred Registrable Securities pursuant to the Series B Agreement, and (2) if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company Amendment or its Holders for a registration statement to be filed in without exercising the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed one hundred eighty (180) days; provided, however, that the Company shall not obtain such a deferral more than once in Warrants. If any 12-month period. The Company shall be obligated to effect not more than one registration pursuant to this Section 3.1; providedparagraph (a) is an underwritten offering, however, the Holders of a demand majority of the Registrable Securities to be included in such registration request shall not count as such until be entitled to select the registration statement to which it relates has been declared effective by underwriter or managing underwriter (in the Securities and Exchange Commission ("SEC"), except that if, after it has been declared effective, case of a syndicated offering) of such offering.

Demand Registration Rights. (a) If the Company shall receive receive, at any time more than 180 days after the consummation of the Company's initial bona fide public offering, a written request (specifying that it is being made pursuant to this Section 3.1) from the Initiating Holders of at least fifty percent (50%) of with respect to the outstanding Registrable Securities (the "Initiating Holders") Securities, that the Company file a registration statement or similar document under the Securities 1933 Act covering the registration of at least fifty percent (50%) 5% of the Registrable Securities then outstanding Registrable Securities, (or any lesser percentage if the anticipated aggregate offering proceedsprice, net of Selling Expensesunderwriting discounts and commissions, would be equal to or exceed $5,000,000, then the Company shall promptly notify all other Holders give written notice of such request (together with a list of the jurisdictions in which the Initiating Holders intend to attempt to qualify such securities under applicable state securities laws) to all Holders and shall use its best efforts as soon as practicable, subject to cause the limitations of this Section 2, effect the registration under the 1933 Act of all such Registrable Securities that such which the Initiating Holders have requestedrequest to be registered, together with all of the Registrable Securities of any other Holder or Holders who so request by notice to the Company which is given within 15 30 days after receipt of such written notice, to be registered under the Securities Act in accordance with this Section 3.1notice from the Company described above. Notwithstanding the foregoing, (1) the Company shall not be obligated to effect a registration pursuant to this Section 3.1, (i) during the period starting with the date ninety (90) days prior to the Company's estimated date of filing of, and ending on a date sixty (60) days following the effective date of, a registration statement pertaining to an underwritten public offering of the Company's securities, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made in good faith, or (ii) within the 12 month period following the closing of the initial underwritten public offering of the Company's Common Stock, or (iii) prior to the second anniversary of the closing date of the sale of Series B Preferred pursuant to the Series B Agreement, and (2) if the Company shall furnish to such the Initiating Holders a certificate signed by the President Chief Financial Officer of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its Holders for a registration statement to be filed in the near futurefuture (based on the disclosure of non-public information material to the Company that would be required by such registration statement), then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed one hundred eighty (180) 60 days; provided, however, that the Company shall not obtain such a deferral more than once in any 12-month period. The Company shall be obligated to effect not more than one registration pursuant to this Section 3.1; provided, however, a demand registration request shall not count as such until the registration statement to which it relates has been declared effective by the Securities and Exchange Commission ("SEC"), except that if, after it has been declared effective, such offering.

Demand Registration Rights. Upon written request of the then Holder(s) of at least a majority of the Warrants, including Shares, if issued, made at any time within the period commencing one (a1) If year and ending five (5) years after the effective date of the Registration Statement, the Company shall receive file within a written request (specifying that it is being made pursuant to this Section 3.1) from the Holders reasonable period of at least fifty percent (50%) of the outstanding Registrable Securities (the "Initiating Holders") that the Company file a registration statement or similar document under the Securities Act covering the registration of at least fifty percent (50%) of the then outstanding Registrable Securitiestime and, or in any lesser percentage if the anticipated aggregate offering proceeds, net of Selling Expenses, would be equal to or exceed $5,000,000, then the Company shall promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Securities that such Holders have requestedevent, within 15 forty-five (45) days after receipt of such written request, at its sole expense, on no more than one occasion, a registration statement under the Act registering the Warrants and/or Shares for sale to the public. Within 15 days after receiving any such notice, the Company shall give notice to be registered under the Securities Act in accordance other Holders of the Warrants and/or Shares advising that the Company is proceeding with this Section 3.1such registration statement, and offering to include therein the Warrants and/or Shares of such other Holders. Notwithstanding the foregoing, (1) the The Company shall not be obligated to effect so include the Warrants and/or Shares of any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within ten (10) days after receipt of such notice from the Company. Without the consent of each Holder who elects to include Warrants and/or Shares in such registration (which consent may be unreasonably withheld), no other securities of the Company shall be entitled to participate in such registration. The Company shall use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such registration statement as promptly as practicable and for a period of one (1) year thereafter to reflect in the registration statement financial statements that are prepared in accordance with section 10(a)(3) of the Act and any facts or events arising that, individually or in the aggregate, represent a fundamental and/or material change in the information set forth in the registration statement to enable any Holders of Warrants to exercise Warrants and/or sell the underlying Shares during said one-year period. If any registration pursuant to this Section 3.1, (i) during the period starting with the date ninety (90) days prior to the Company's estimated date of filing of, and ending on a date sixty (60) days following the effective date of, a registration statement pertaining to section 13.1 is an underwritten public offering, the Company will select an underwriter (or managing underwriter if such offering should be syndicated) approved by the Holders of a majority of the Company's securities, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made in good faith, or (ii) within the 12 month period following the closing of the initial underwritten public offering of the Company's Common Stock, or (iii) prior to the second anniversary of the closing date of the sale of Series B Preferred pursuant to the Series B Agreement, and (2) if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its Holders for a registration statement Warrants and/or Shares to be filed included in the near futuresuch registration, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period such approval not to exceed one hundred eighty (180) days; provided, however, that the Company shall not obtain such a deferral more than once in any 12-month period. The Company shall be obligated to effect not more than one registration pursuant to this Section 3.1; provided, however, a demand registration request shall not count as such until the registration statement to which it relates has been declared effective by the Securities and Exchange Commission ("SEC"), except that if, after it has been declared effective, such offeringunreasonably withheld.

Demand Registration Rights. The Company covenants and agrees with ADAR and any other or subsequent Holders of the Registrable Securities (aas defined in paragraph (f) If of this Section 10) that, subject to the Company shall receive a availability of audited financial statements which would comply with Regulation S-X under the Securities Act, upon written request (specifying that it is being made pursuant to this Section 3.1of the then Holder(s) from the Holders of at least fifty percent (50%) a majority of the outstanding Registrable Securities (Warrants or the "Initiating Holders") that the Company file a registration statement or similar document under the Securities Act covering the registration of at least fifty percent (50%) of the then outstanding Registrable Securities, or both, which were originally issued to ADAR or its designees, made at any lesser percentage if time within the anticipated aggregate offering proceedsperiod commencing one year and ending five years after the Closing Date, net of Selling Expenses, would be equal to or exceed $5,000,000, then the Company shall will file as promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Securities that such Holders have requestedas practicable and, in any event, within 15 60 days after receipt of such written noticerequest, at its expense (other than the fees of counsel and sales commissions for such Holders), no more than once, a post-effective amendment (the "Amendment") to a registration statement, or a new registration statement which shall be registered on Form S-3 if the Company is then eligible to use Form S-3, or a Regulation A Offering Statement (an "Offering Statement") under the Securities Act in accordance Act, registering or qualifying the Registrable Securities for sale. Within fifteen (15) days after receiving any such notice, the Company shall give notice to the other Holders of the Registrable Securities advising that the Company is proceeding with this Section 3.1such Amendment, registration statement or Offering Statement and offering to include therein the Registrable Securities of such Holders. Notwithstanding the foregoing, (1) the The Company shall not be obligated to effect any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within ten (10) days thereafter. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment, registration statement or Offering Statement as promptly as practicable and for a period of nine months thereafter to reflect in the Amendment, registration statement or Offering Statement financial statements which are prepared in accordance with Section 10(a)(3) of the Securities Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the information set forth in the Amendment, registration statement or Offering Statement to enable any Holders of the Warrants to either sell such Warrants or to exercise such Warrants and sell Shares, or to enable any holders of Shares to sell such Shares, during said nine-month period. If any registration pursuant to this Section 3.1paragraph (a) is an underwritten offering, the Holders of a majority of the Registrable Securities to be included in such registration shall be entitled to select the underwriter or managing underwriter (iin the case of a syndicated offering) during the period starting with the date ninety (90) days prior of such offering, subject to the Company's estimated date of filing of, and ending on a date sixty (60) days following the effective date of, a registration statement pertaining to an underwritten public offering of the Company's securities, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made in good faith, or (ii) within the 12 month period following the closing of the initial underwritten public offering of the Company's Common Stock, or (iii) prior to the second anniversary of the closing date of the sale of Series B Preferred pursuant to the Series B Agreement, and (2) if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its Holders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed one hundred eighty (180) days; provided, however, that the Company approval which shall not obtain such a deferral more than once in any 12-month period. The Company shall be obligated to effect not more than one registration pursuant to this Section 3.1; provided, however, a demand registration request shall not count as such until the registration statement to which it relates has been declared effective by the Securities and Exchange Commission ("SEC"), except that if, after it has been declared effective, such offeringunreasonably withheld.

Demand Registration Rights. (a) If the The Company shall receive a written request (specifying that it is being made pursuant intends to this Section 3.1) from the Holders of at least fifty percent (50%) of the outstanding Registrable Securities (the "Initiating Holders") that the Company prepare and file a registration statement or similar document Registration Statement under the Securities Act covering of 1933, as amended (the registration of at least fifty percent (50%) "Act"), relating to the initial public offering of the then outstanding Registrable SecuritiesCompany's Common Stock and Warrants to purchase Common Stock (the "Public Offering"), or and to use its best efforts to cause such Registration Statement to become effective within twelve months following the initial closing date of the Bridge Financing. The Holder may, at any lesser percentage if time, but not before one (1) year after the anticipated aggregate offering proceedsconsummation of the Public Offering, net of Selling Expenses, would be equal to or exceed $5,000,000, then request in writing that the Company register the Registrable Securities (which request shall promptly notify all other Holders specify the Registrable Securities intended to be sold or disposed of by the Holder and shall state the intended method of disposition of such request Registrable Securities by the prospective seller), and the Company shall use its best efforts to cause all of the Registrable Securities that such Holders have requested, within 15 days after receipt of such written notice, the Holder to be registered under the Securities Act as soon as practicable following receipt of the written request of the Holder for such registration, all to the extent requisite to permit the sale or other disposition (in accordance with this Section 3.1the intended methods thereof, as aforesaid) by the prospective seller or sellers of the Registrable Securities so registered. Notwithstanding Any such Registration Statement may, at the foregoingoption of the Company, include other shares of Common Stock or other securities of the Company to be sold by the Company or other security holders. The Holder shall be limited to one (1) registration request. Notwithstanding anything to the contrary provided herein, the Company may postpone for a reasonable period (not exceeding 135 days) the filing of any Registration Statement otherwise required to be filed hereunder if the Company determines, in its sole discretion, that such registration could interfere with any material transaction involving the Company, or require premature disclosure thereof, or if the Company would be required to undergo an interim audit in order to effect such registration. Notwithstanding anything to the contrary provided herein, the Company shall not be obligated required to effect a registration pursuant file any Registration Statement with respect to this Section 3.1any Registrable Securities if, (i) during at the period starting time such Registration Statement would be effective, the Holder could sell in accordance with the date ninety provisions of Rule 144 (90or any successor or supplemental rule) days prior under the Act the number of Registrable Securities that the Holder proposes to register or, if, in the opinion of counsel to the Company's estimated date of filing of, and ending on a date sixty (60) days following the effective date of, a registration statement pertaining to an underwritten public offering of the Company's securities, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made in good faith, or (ii) within the 12 month period following the closing of the initial underwritten public offering of the Company's Common Stock, or (iii) prior to the second anniversary of the closing date of the sale of Series B Preferred pursuant to the Series B Agreement, and (2) if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its Holders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed one hundred eighty (180) days; provided, however, that the Company shall not obtain such a deferral more than once in any 12-month period. The Company shall be obligated to effect not more than one registration pursuant to this Section 3.1; provided, however, a demand registration request shall not count as such until the registration statement to which it relates has been declared effective by the Securities and Exchange Commission ("SEC"), except that if, after it has been declared effective, such offeringshares otherwise may be publicly sold without registration under the Act.

Demand Registration Rights. The Company covenants and agrees with AAI and any other or subsequent Holders of the Registrable Securities (aas defined in paragraph (e) If the Company shall receive a of this Section 12) that, upon written request (specifying that it is being made pursuant to this Section 3.1of the then Holder(s) from the Holders of at least fifty percent (50%) a majority of the outstanding aggregate of the Registrable Securities (which were originally issued on the "Initiating Holders") that date hereof to AAI or their designee, made at any time after the Effective Date, the Company will file a registration statement or similar document under the Securities Act covering the registration of at least fifty percent (50%) of the then outstanding Registrable Securitiesas promptly as practicable and, or in any lesser percentage if the anticipated aggregate offering proceeds, net of Selling Expenses, would be equal to or exceed $5,000,000, then the Company shall promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Securities that such Holders have requestedevent, within 15 45 days after receipt of such written request, at its sole expense, no more than once, a post-effective amendment (the “Amendment”) to the Registration Statement, or a new Registration Statement or a Regulation A Offering Statement (an “Offering Statement”) under the Act, registering or qualifying the Registrable Securities for sale. Within fifteen (15) days after receiving any such notice, the Company shall give notice to be registered under the other Holders of the Registrable Securities Act in accordance advising that the Company is proceeding with this Section 3.1such Amendment, Registration Statement or Offering Statement and offering to include therein the Registrable Securities of such Holders. Notwithstanding the foregoing, (1) the The Company shall not be obligated to effect a registration pursuant any such other Holder unless such other Holder shall accept such offer by notice in writing to this Section 3.1, the Company within ten (i) during the period starting with the date ninety (9010) days prior thereafter. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to the Company's estimated date of filing of, file and ending on a date sixty (60) days following the effective date of, a registration statement pertaining to an underwritten public offering of the Company's securities, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective such Amendment, Registration Statement or Offering Statement as promptly as practicable and that the Company's estimate of the date of filing such registration statement is made in good faith, or (ii) within the 12 month period following the closing of the initial underwritten public offering of the Company's Common Stock, or (iii) prior to the second anniversary of the closing date of the sale of Series B Preferred pursuant to the Series B Agreement, and (2) if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its Holders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not of at least twelve months thereafter to exceed one hundred eighty (180reflect in the Amendment, Registration Statement or Offering Statement financial statements which are prepared in accordance with Section 12(a)(3) days; providedof the Act and any facts or events arising that, howeverindividually, that or in the Company shall not obtain aggregate, represent a fundamental and/or material change in the information set forth in the Amendment, Registration Statement or Offering Statement to enable any Holders of the Warrants to either sell such a deferral more than once in Warrants or to exercise such Warrants and sell Shares, or to enable any 12holders of Shares to sell such Shares, during said twelve-month period. The Company shall be obligated Holders may sell the Registrable Securities pursuant to effect not more than one the Amendment, Registration Statement or the Offering Statement without exercising the Warrants. If any registration pursuant to this Section 3.1; providedparagraph (a) is an underwritten offering, however, the Holders of a demand majority of the Registrable Securities to be included in such registration request shall not count as be entitled to select the underwriter or managing underwriter (in the case of a syndicated offering) of such until offering provided that such selection shall be reasonably acceptable to the registration statement to which it relates has been declared effective by the Securities and Exchange Commission ("SEC"), except that if, after it has been declared effective, such offeringCompany.

Demand Registration Rights. (a) If the Company shall receive receive, at any time after the expiration of that certain Agreement, dated as of April __, 1997, between GECC and the Representatives (as defined therein) (the "Lock-up Agreement"), (i) a written request (specifying that it is being made pursuant to this Section 3.1) from the Holders of at least fifty percent (50%) of the outstanding Registrable Securities (the "Initiating Holders") Series C Stockholder that the Company file a registration statement or similar document under the Securities Act covering the registration of at least fifty percent (50%) 5% of the Registrable Securities then outstanding Registrable Securities, (or any lesser percentage if the anticipated aggregate offering proceedsprice, net of Selling Expensesunderwriting discounts and commissions, would be equal to or exceed $5,000,0004,000,000) and (ii) a list of the jurisdictions in which the Series C Stockholder intends to attempt to qualify such securities under applicable state securities laws, then the Company shall promptly notify all other Holders give written notice of such request to all Management Stockholders and shall as soon as practicable file a registration statement and use its best efforts (subject to cause all Registrable Securities that such Holders have requested, within 15 days after receipt the limitations of such written notice, this SECTION 4) to be registered effect the registration under the Securities Act in accordance of the proposed Transfer of all such Registrable Securities which the Series C Stockholder requests to be registered, together with this Section 3.1all of the Registrable Securities of any Management Stockholders who so request by notice to the Company which is given within 30 days after the notice from the Company described above. Notwithstanding the foregoing, (1) the Company shall not be obligated to effect a registration pursuant to this Section 3.1, (i) during the period starting with the date ninety (90) days prior to the Company's estimated date of filing of, and ending on a date sixty (60) days following the effective date of, a registration statement pertaining to an underwritten public offering of the Company's securities, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made in good faith, or (ii) within the 12 month period following the closing of the initial underwritten public offering of the Company's Common Stock, or (iii) prior to the second anniversary of the closing date of the sale of Series B Preferred pursuant to the Series B Agreement, and (2) if the Company shall furnish to such Holders the Series C Stockholder a certificate signed by the President Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its Holders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed one hundred eighty 90 days (180) days; providedor, howeverat the option of the Series C Stockholder, that the Company shall not obtain such withdrawn without constituting a deferral more than once in any 12-month period. The Company shall be obligated to effect not more than one registration pursuant to this Section 3.1; provided, however, a demand registration request shall not count as such until the registration statement to which it relates has been declared effective by the Securities and Exchange Commission ("SEC"demand), except that if, after it has been declared effective, such offering.

Demand Registration Rights. (a) If The Company covenants and agrees with the Company shall receive Representatives and any subsequent Holders of the Warrants and/or Warrant Shares that, on two occasions, within 60 days after receipt of a written request from either of the Representatives (specifying provided that it is being made in no event shall either of the Representatives be entitled to request a registration if such Representative has previously requested (and been granted by the Company) a registration under this Section) or from Holders of more than 25% in interest of the aggregate of Warrants and/or Warrant Shares issued pursuant to this Section 3.1) from Agreement, that either of the Representatives or such Holders of at least fifty percent (50%) the Warrants and/or Warrant Shares desires and intends to transfer more than 25% in interest of the outstanding Registrable Securities (aggregate number of the "Initiating Holders") Warrants and/or Warrant Shares under such circumstances that a public offering, within the meaning of the Act, will be involved, the Company shall, on those occasions, file a registration statement or similar document under the Securities Act covering the registration of at least fifty percent (50%) of the then outstanding Registrable Securities, or any lesser percentage if the anticipated aggregate offering proceeds, net of Selling Expenses, would be equal to or exceed $5,000,000, then the Company shall promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Securities that such Holders have requested, within 15 days after receipt of such written notice, to be registered under the Securities Act in accordance with this Section 3.1. Notwithstanding the foregoing, (1) the Company shall not be obligated to effect a registration pursuant to this Section 3.1, (i) during the period starting with the date ninety (90) days prior to the Company's estimated date of filing of, and ending on a date sixty (60) days following the effective date of, a registration statement pertaining to an underwritten public offering of the Company's securities, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that under the Act at the Company's estimate expense) with respect to the offering and sale or other disposition of the date of filing such registration statement is made in good faith, or Warrant Shares (ii) within the 12 month period following the closing of the initial underwritten public offering of the Company's Common Stock, or (iii) prior to the second anniversary of the closing date of the sale of Series B Preferred pursuant to the Series B Agreement, and (2) if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its Holders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed one hundred eighty (180) days"Offered Warrant Shares"); provided, however, that the Company shall have no obligation to comply with the foregoing provisions of this Section 15.1 if in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders, from whom such written requests have been received, registration under the Act is not obtain required for the transfer of the Offered Warrant Shares in the manner proposed by such person or persons or that a deferral post-effective amendment to an existing registration statement would be legally sufficient for such transfer (in which latter event the Company shall promptly file such post-effective amendment (and use its best efforts to cause such amendment to become effective under the Act)). Notwithstanding the foregoing, the Company shall not be obligated to file a registration statement with respect to the Offered Warrant Shares on more than once two occasions. The Company may defer the preparation and filing of a registration statement for up to 90 days after the request for registration is made if the Board of Directors determines in good faith that such registration or post- effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending transaction by the Company, including without limitation a material financing or a corporate reorganization, or during any 12period of time in which the Company is in possession of material inside information concerning the Company or its securities, which information the Company determines in good faith is not ripe for disclosure. The Company shall not honor any request to register Warrant Shares pursuant to this Section 15.1 received later than five (5) years from the effective date of the Company's Registration Statement on Form SB-2 (File No. 333-month period39173) (the "Effective Date"). The Company shall not be required (i) to maintain the effectiveness of the registration statement beyond the earlier to occur of 90 days after the effective date of the registration statement or the date on which all of the Offered Warrant Shares have been sold (the "Termination Date"); provided, however, that if at the Termination Date the Offered Warrant Shares are covered by a registration statement which also covers other securities and which is required to remain in effect beyond the Termination Date, the Company shall maintain in effect such registration statement as it relates to Offered Warrant Shares for so long as such registration statement (or any substitute registration statement) remains or is required to remain in effect for any such other securities, or (ii) to cause any registration statement with respect to the Warrant Shares to become effective prior to the Initiation Date. All expenses of registration pursuant to this Section 15.1 shall be borne by the Company (excluding underwriting discounts and commissions on Warrant Shares not sold by the Company). The Company shall be obligated to effect not more than one registration pursuant to this Section 3.1; provided, however, a demand registration request shall not count as such until 15.1 to include in the registration statement Warrant Shares that have not yet been purchased by a Holder of Warrants so long as such Holder of Warrants submits an undertaking to which it relates has been declared effective by the Securities and Exchange Commission ("SEC"), except Company that if, after it has been declared effectivesuch Holder intends to exercise Warrants representing the number of Warrant Shares to be included in such registration statement prior to the consummation of the public offering with respect to such Warrant Shares. In addition, such offeringHolder of Warrants is permitted to pay the Company the Warrant Price for such Warrant Shares upon the consummation of the public offering with respect to such Warrant Shares.